Prudential Bancorp Annual Report 2015

Plain-text annual report

Prudential plc Annual Report 2015 Long-term thinking for life HK Stock Code: 2378 Prudential at a glance Making life better We provide protection and savings opportunities to our customers, social and economic benefits to the communities in which we operate, jobs and opportunities to our employees, and long‑term value for our investors. Our asset management businesses We generate valuable returns for our customers through good investment performance. We generate value for shareholders through fee income from managing customers’ investments. 24m life customers worldwide We focus on customers’ protection and savings needs, providing products that give them financial security Our life insurance businesses We invest customers’ savings in a way that reflects their personal needs and risk tolerance, and provide financial protection to customers for adverse events. We generate value for shareholders through fee and other income for managing customers’ savings, and through insurance underwriting profits on financial protection products. Front cover, clockwise from top left: Prudential customers Shane from the Philippines; Mike from the UK; Fung Yee from Hong Kong and Wie from Indonesia. These pages, left to right: Prudential customers Kimlay from Cambodia; Mike from the UK; Charlie and Joanne from the US; Deniese from Malaysia; and Ian from the UK. Prudential staff volunteers in Indonesia and participants in Prudential RideLondon. Read more about our customers on pages 23 to 34 £509bn assets under management Our investors, employees and societies 187% total shareholder return1 achieved since 2010 We create financial benefits for our investors, and deliver economic and social benefits for our customers, employees and the societies in which we operate 7,000 employees volunteer through Chairman’s Challenge Our trusted brands and effective distribution channels help us understand customers’ needs, attract new monies and retain existing assets 23,507 employees worldwide £4.8bn total investment2 in the economy Utilising our capabilities, footprints and scale we design innovative products that align with customer needs Notes 1 Total shareholder return represents the growth in the value of a share plus the value of dividends paid, assuming that the dividends are reinvested in the Company’s shares on the ex‑dividend date. Includes investment in business and infrastructure of £1.8 billion, total tax payments of £3.0 billion and total community investment of £21.7 million. 2 Prudential plc Annual Report 2015 Long-term thinking for life Our business We provide protection and savings opportunities to our customers, social and economic benefits to the communities in which we operate, jobs and opportunities to our employees and long‑term value for our investors. Our strategy Our clear and consistent strategy utilises our capabilities, footprint and scale to serve the global savings and Asian protection needs of an increasingly self‑reliant middle class to create long‑term value for our customers and our shareholders. Our performance To create sustainable economic value for our shareholders we focus on delivering growth and cash, while maintaining appropriate capital. Find out more on page 15 Find out more on page 14 Find out more on page 16 www.prudential.co.uk Find out more about our business Delivering growth and generating cash Prudential has delivered a strong performance in 2015. We continue to grow across our key metrics despite the macroeconomic uncertainty and the challenges presented by low long-term interest rates. The fundamentals of the Group remain compelling, our opportunities are intact and we are in an enviable position to benefit from the attractive structural and demographic opportunities in Asia, the US and the UK. The disciplined execution of our strategy, underpinned by the cash generating nature of our business, positions us well to be able to continue to deliver high-quality products and services to our 24 million customers and long-term profitable growth to our shareholders. Contents 01 Group overview 02–10 Chairman’s statement Group Chief Executive’s report 02 04 02 Strategic report 11–68 12 14 15 16 18 36 49 57 Our world Our strategy How our business works Measuring our performance Our businesses and their performance Chief Financial Officer’s report on our 2015 financial performance Group Chief Risk Officer’s report on the risks facing our business and how these are managed Corporate responsibility review 03 Governance 69–100 70 71 76 82 84 Chairman’s introduction Board of Directors How we operate Further information on Directors Risk management and internal control Committees Statutory and regulatory disclosures Compliance with corporate governance codes Additional information 99 100 Index to principal Directors’ 86 98 99 Report Disclosures 04 Directors’ remuneration report 101–130 102 Annual statement from the Chairman of the Remuneration Committee 104 Our executive remuneration at a glance 106 Summary of Directors’ remuneration policy 109 Annual report on remuneration 126 Supplementary information 05 Financial statements 131–296 06 European Embedded Value (EEV) basis results 297–330 07 Additional information 331–372 333 Additional unaudited financial information 358 Risk factors 364 Glossary 368 Shareholder information 371 How to contact us The Directors’ Report of Prudential plc for the year ended 31 December 2015 is set out on pages 2 to 10, 69 to 100 and 333 to 372, and includes the sections of the Annual Report referred to in these pages. 01 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Chairman’s statement Impressive results, driven by high-quality products and services I am pleased to introduce Prudential’s 2015 Annual Report. The Company has again produced an impressive set of results, which are all the more striking given recent economic conditions. As ever, our performance is rooted in the quality of the products and services which our first-rate staff and agents provide to our customers. It is this which ultimately drives the returns we provide to our shareholders and underpins the role we play in our communities. Global headwinds to macroeconomic growth are nothing new for Prudential. We have charted choppy waters many times throughout our 167-year history. No doubt we will do so again in the decades to come. We remain well positioned across our markets and product ranges. While there are uncertainties in the global economy – and around Britain’s place in Europe – an area of increased clarity is around regulation, specifically with regard to Solvency II. This has been a project in which the entire European insurance sector has invested considerable resource and focus across more than a decade. We are pleased to have reached an outcome that underlines the strength and resilience of our company. We will continue to engage with policy makers as Solvency II is reviewed in the years ahead. Our capital position enables us to make our wider social and economic contribution. At the heart of that contribution is the financial peace of mind that we help to provide to our customers across our insurance and fund management businesses. This peace of mind remains the focus of Prudential’s purpose as a business and is a vital pre-condition for us to meet our other aims and obligations. Our history is a long one because the customer has always been at its centre. We continue to make progress in achieving the 2017 objectives for the Group. These are not easy. Nor should they be. We are, however, pleased with the headway made so far. The Board has decided to increase the full-year ordinary dividend by 5 per cent to 38.78 pence per share, reflecting the continued strong financial performance of the Group in 2015. In line with this, the directors have approved a second interim ordinary dividend of 26.47 pence per share (2014: final dividend of 25.74 pence) which brings the total ordinary dividend for the year to 38.78 pence (2014: 36.93 pence). In addition, the Board has decided to award a special dividend of 10 pence per share, reflecting the additional contribution to earnings from the specific management actions taken to position the balance sheet more efficiently under the new Solvency II regime. The last year has been a time of change in the management at Prudential. Succession planning is one of the most important duties for any Chairman and Board. I have stated before the importance I place on continuing to develop and strengthen the Prudential Board and I am delighted to be able to report that we have continued that process. In Mike Wells we have an outstanding Group Chief Executive who has already made strong progress. I was also pleased to welcome Penny James and John Foley to the Executive team on the Board as Group Chief Risk Officer and Chief Executive of Prudential UK & Europe, respectively. In addition, Tony Wilkey has become Chief Executive of Prudential Corporation Asia, succeeding Barry Stowe, who now leads Jackson. That these have all been internal appointments emphasises the pipeline of talent that has been developed at Prudential. We have long prided ourselves on the bench strength at our company. It will continue to be a focus for the business. ‘As ever, our performance is rooted in the quality of the products and services which our first-rate staff and agents provide to our customers.’ Paul Manduca Chairman 02 Prudential plc Annual Report 2015 www.prudential.co.ukEqually, we continue to attract the best talent from across the industry, as shown in Anne Richards’ forthcoming arrival as the new Chief Executive of M&G. I would like to take this opportunity to thank Michael McLintock for his 19 years of exceptional service and to wish him well for his retirement from the Group. Alongside the changes in the Executive, I have also been pleased to welcome David Law and Adair Turner to the Board as independent Non-executive Directors. They bring with them a depth of experience in business and regulation that I know will be a tremendous asset to our work. Alongside these changes, we are adjusting our subsidiary Board structure to include a number of independent directors. Finally, Alistair Johnston has announced that he will retire from the Board at the AGM to focus on the arts and his charitable activities. I want to thank him for his significant contribution to the Board over the last four and a half years. The quality of a company’s corporate governance is a strong indicator of how well placed it is to succeed. There can be no sustainable commercial success without it. It will continue to be a focus for us. A well governed company engages regularly and effectively with its shareholders. We have an active programme of engagement. It is important to us that we hear the views of our investors and we find it useful to have an open and constructive dialogue with them. I know that I have found this very helpful. Another vital relationship is with our regulators. Prudential engages with many regulators and supervisors here in the UK and around the world. We place great importance on having an effective and positive relationship with those who supervise us and our markets. Such relationships are the bedrock of a productive exchange that, we believe, ultimately allows us to serve our customers’ needs. Prudential’s day-to-day business activities provide enormous value to the communities of which we are a part. We help provide security in retirement, contribute to financial peace of mind, invest in infrastructure and assist in growing economies and creating jobs. We do all this with an eye to the long term, because that is the very nature of our business. Alongside these activities, we also carry out wide-ranging and highly impactful corporate responsibility programmes. We have continued to build on our work in this area. In partnership with charities and non-governmental organisations we have sought to make a real difference to lives in the markets where we operate. These programmes mean a great deal to the many thousands of staff who volunteer for them – something I have seen first-hand. Our award-winning Cha-Ching series of financial education cartoons continues to be an enormous success in Asia and is now being rolled out elsewhere. The Safe Steps disaster preparedness public service broadcasts created by the Prudence Foundation in collaboration with National Geographic have been highly effective, and we are examining how we can best build on that success. In the UK, we were pleased to be able to renew our support for Prudential RideLondon. In the three years since we began our relationship, this festival of cycling has raised more than £29 million for charity. We hope to be able to improve on this figure in the years ahead. The 2015 Chairman’s Challenge programme – which allows colleagues from around the Group to give their time and skills to support our charity partners – broke previous records. Over 7,000 volunteers gave up their time to benefit more than 174,000 people, working with charities including Plan International, Help Age International and Junior Achievement. I would like to conclude by recognising the contribution made by our employees around the world. It is their commitment and endeavour that makes possible the delivery of Prudential’s strategy. With their continued commitment to delivering for our customers, I am certain that we can look to the future with confidence. Paul Manduca Chairman Our strategy page 14 03 full-year ordinary dividend 38.78p 5% 10p increase on 2014 special dividend 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Executive’s report Delivering long-term value to customers and shareholders I am pleased to report a strong performance in 2015. Our strategy continues to serve us well, focusing on the three long-term opportunities across our geographic markets – (i) serving the protection and investment needs of the growing middle class in Asia; (ii) providing asset accumulation and retirement income products to US baby boomers and (iii) meeting the savings and retirement needs of an ageing British population. The strength of the Group’s execution capabilities, combined with our leading market positions, growing in-force book and excellent diversification by geography, currency, product and distribution enable us to create value for our customers while generating sustainable earnings and cash for our shareholders. Group performance1 We continue to comment on our international business performance in local currency terms (expressed on a constant exchange rate basis) to show the underlying business trends in a period of currency volatility. We have used this basis in discussions below for our Asian and US businesses to maintain comparability. Our Group IFRS operating profit based on longer-term investment returns increased by 22 per cent in 2015 to £4,007 million. On an actual exchange rate basis, the Group’s IFRS operating profit grew by 26 per cent. — Asia life and asset management operating profit of £1,324 million grew by 17 per cent, reflecting the growing recurring income from our life in-force book (up 14 per cent to £7.2 billion2) and higher assets under management in Eastspring Investments. The recurring premium focus underpins our earnings growth in the region and is key to the resilience of our financial performance across the cycle. — US life IFRS operating profit of £1,691 million was up 10 per cent, driven by growth in fee income earned on separate account assets that have continued to benefit from robust net inflows. — UK life IFRS operating profit of £1,167 million grew by 60 per cent4, and included £339 million arising in the second half of 2015 from specific management actions taken to position the balance sheet more efficiently under the new Solvency II regime. — M&G delivered operating profit of £442 million, broadly in line with 2014. Funds under management (including internal funds) were 7 per cent lower at £246.1 billion, reflecting retail outflows during 2015. The Group is focused on delivering strong cash generation, which underpins both our strategic and financial flexibility. Underlying free surplus generation3, a key indicator of cash generation from our life and asset management businesses, was 15 per cent higher at £3,050 million after reinvestment in new business. In total, our businesses remitted cash to the corporate centre of £1,625 million, up 10 per cent on an actual exchange rate basis. Cash remittances of £467 million from Asia were 17 per cent higher while those from the US increased by 13 per cent to £470 million, both on an actual exchange rate basis. In the UK, our life operation remitted £331 million in line with last year and M&G delivered a 6 per cent increase in remittances to £302 million. New business profit was up 20 per cent4 to £2,617 million, primarily reflecting higher overall volumes in Asia and the UK. All three of our life businesses contributed significantly to the total, with £1,490 million (up 28 per cent) of new business profit from ‘The strength of the Group’s execution capabilities, combined with our leading market positions, growing in-force book and excellent diversification enable us to create value for our customers while generating sustainable earnings and cash for our shareholders.’ Mike Wells Group Chief Executive 04 Prudential plc Annual Report 2015 www.prudential.co.ukIFRS operating profit £4,007m 22% increase on 2014 EEV new business profit £2,617m 20% increase on 2014 Measuring our performance page 16 Our strategy Our clear and consistent strategy utilises our capabilities, footprint and scale to serve the global savings and Asian protection needs of an increasingly self-reliant middle class to create long-term value for our customers and our shareholders. Our strategy page 14 Asia, £809 million (up 8 per cent) from the US and £318 million (up 23 per cent4) from the UK. APE sales5 increased by 17 per cent4 to £5,607 million led by Asia where APE sales were 26 per cent higher at £2,853 million. In the US, APE sales were 3 per cent higher at £1,729 million as demand for our sales of variable annuities remained strong. In 2015, Jackson continued to proactively manage sales of variable annuities with living benefits while diversifying sales mix. In the UK, APE sales grew by 23 per cent4 to £1,025 million, based on our attractive with-profits product propositions sold through an expanding range of wrappers including income drawdown, individual pensions, ISAs and investment bonds. M&G experienced net outflows of £7.0 billion (2014: net inflows of £7.1 billion) driven by retail net outflows of £10.9 billion, due to redemptions from bond funds reflecting softer consumer sentiment on fixed income assets. Eastspring Investments, our Asia asset management business, delivered a strong performance in 2015, with third party net inflows of £6.0 billion (2014: net inflows of £5.4 billion). Our balance sheet continues to be defensively positioned and our Solvency II outcome, following approval by the Prudential Regulation Authority of our internal model in December 2015, underscores the strength and resilience of the Group’s capital position. We are continuing to make good progress towards our 2017 objectives announced in December 2013. Chief Financial Officer’s report on our 2015 performance page 36 Our operating performance by business unit Asia Asia has delivered strong financial results in 2015 across all of our key metrics, demonstrating the resilient performance of our well diversified and increasingly large in-force business portfolio. IFRS operating profit of £1,324 million was up 17 per cent (16 per cent on an actual exchange rate basis), free surplus generation grew by 16 per cent to £673 million (14 per cent on actual exchange rate basis) and net cash remittances of £467 million were up 17 per cent. Our life business strategy is centred on Asia’s rapidly growing life insurance markets with a focus on regular premium, protection-orientated policies distributed primarily through high-quality agency and bank partners. We have over 14 million customers across the region, one of the largest and most productive agency sales forces, a well established bancassurance franchise and leadership positions in nine out of 12 markets. Despite our strong progress over the last decade, insurance penetration in the markets in which we operate remains low and the demand for savings, health and protection products from a growing middle class continues to be high. Our scale and scope in the region, combined with proven operational expertise, enables us to execute on strategic growth opportunities, invest in building the business through the economic cycle and remain flexible to resist market pressure for products we consider to be less attractive. This approach will, from time to time, lead to fluctuations in APE sales at a country level but allows us to conserve value without compromising the overall regional delivery. vin g s, h a S e a l t h and pro t e c t i o n Asia Significant protection gap and investment needs of the middle class s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s 05 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Executive’s report continued 2017 objectives* Asia objectives 1. Asia IFRS operating profit Asia life and asset management pre-tax IFRS operating profit to grow at a compound annual rate of at least 15 per cent over the period 2012–2017 (2012: £924 million6) 2. Asia underlying free surplus Asia underlying free surplus generation3 of £0.9 billion to £1.1 billion in 2017 (2012: £484 million) +18% 17% 19% £1,075m £1,260m £901m 17% £1,468m >£1,858m £924m £1,140m £1,324m 2012 2013 2014 2015 2016 2017 objective 16% £662m 22% £573m £471m 16% £765m £1.1bn £0.9bn £484m £592m £673m 2012 2013 2014 2015 2016 2017 objective Group objective 3. Group cumulative underlying free surplus Cumulative Group underlying free surplus generation of at least £10 billion over the four-year period from 2014 to end-2017 £10bn £5.6bn 2014-2017 objective Key Expressed at December 2013 foreign exchange rates Comparative results on reported currency basis 2017 objective Note * The objectives assume exchange rates at December 2013 and economic assumptions made by Prudential in calculating the EEV basis supplementary information for the half year ended 30 June 2013, and are based on regulatory and solvency regimes applicable across the Group at the time the objectives were set. The objectives assume that the existing EEV, IFRS and Free Surplus methodology at December 2013 will be applicable over the period. In 2015 new business APE sales increased by 26 per cent, driven by 30 per cent growth in regular premium new business (which contributes 93 per cent of our APE sales), offsetting the 8 per cent reduction in single premiums, which are more susceptible to softer economic conditions. Our sales performance continues to benefit from our broad-based multi-channel distribution platform, new product launches and continued actions to improve both distribution scale and productivity. Agency APE sales were 29 per cent higher across the region, reflecting continued investment in agency manpower and an improvement in average agent productivity of 25 per cent. Our core bank partnerships continue to make good progress, led by Standard Chartered Bank, where APE sales rose by 16 per cent. New business profit was up 28 per cent at £1,490 million and outpaced the APE sales growth of 26 per cent. In Hong Kong, APE sales grew 74 per cent, driven by increases in agency headcount and productivity and also from our successful inroads into Hong Kong’s broker network. During 2015, we have also seen acceleration in demand from Mainland China-based customers, with around 70 per cent of this business having an annual premium below US$5,000. We remain well placed to satisfy the growing demand for savings and protection products from both domestic and Mainland China customers. Our joint venture with CITIC in China continues to perform well, with APE sales growth of 28 per cent and operations now in 64 cities. The second half of the year was marked by significantly higher levels of volatility in investment markets, which impacted single premium business through the bancassurance channel. However, regular premium sales remain strong, with growth of 34 per cent in the fourth quarter and 29 per cent for the year. Furthermore, sales of health and protection business nearly doubled during the year, contributing over 42 per cent of our APE sales in China. We are well prepared for the implementation in 2016 of China’s Risk Oriented Solvency System (C-ROSS) and we do not expect this to cause any issues for our business. In Singapore, we continue to lead the market for regular premium products with a market share of 23 per cent7 and the largest agency force in the industry. During 2015, we have focused on growing regular premium agency-sourced protection sales, which has enhanced the mix of business and contributed to a 7 per cent increase in new business profit through this channel. Reflecting our proactive de-emphasis of universal life sales, and the effect of cessation of 06 Prudential plc Annual Report 2015 www.prudential.co.ukdistribution relationships with Maybank and Singpost, total APE sales were 13 per cent lower in 2015. Indonesia continues to generate material levels of new business value for our Asia business, and the recurring regular premium nature of our in-force portfolio has driven a 21 per cent increase in IFRS operating profit. Our sales performance reflects both softer market conditions and the impact of deliberate, proactive actions to further improve the quality of our distribution. While this might affect shorter-term sales progression, it conserves value and positions us well to capitalise on the eventual upturn. Market conditions for new business sales remain challenging, with suppressed consumer sentiment making it harder to close sales, reflected in APE sales 11 per cent lower at £326 million. However, average agency case sizes increased by 9 per cent in 2015. We remain confident about our long-term prospects in Indonesia given the low insurance penetration levels and we are continuing to invest in building our agency force nationwide. In Malaysia, we have seen continued success from our strategy to increase our penetration of the Bumi sector, where we are the largest provider with a 43 per cent share of the Takaful market. In addition to growing the agency force by 13 per cent, we have increased our activity in bancassurance with APE sales from this channel up 68 per cent. Overall APE sales increased by 17 per cent in the year. All our other markets have delivered good-quality growth. In the Philippines, we have continued to focus on the agency channel, with increased manpower and higher average case sizes driving APE sales growth of 20 per cent in this channel. Overall APE sales were up 9 per cent, reflecting our decision to be selective in how we participate in bancassurance. Thailand’s APE sales were up 12 per cent, driven by strong growth from our main bancassurance partners, United Overseas Bank and Thanachart. Vietnam had an excellent year, with APE sales growing 32 per cent on higher levels of agency activity. Our greenfield operations in Cambodia continue to move ahead well, with APE sales up 167 per cent. While our larger, more established markets are progressing well, our ability to execute across the spectrum, covering markets at different stages of development, is key to driving long-term, profitable growth in the region. Our joint venture with ICICI Bank in India remains the leader in the private sector with a market share of 12 per cent and APE sales growth of 21 per cent. In Taiwan and Korea, we remain selective in our participation and as a result we are content to tolerate fluctuations in new business volumes. Both businesses have generated a higher level of IFRS operating profit. Despite significant volatility in capital markets, Eastspring Investments, our Asia asset management business, delivered strong results in 2015, with record third-party net inflows of £6.0 billion, up 11 per cent on 2014. The businesses benefited from robust inflows into equity funds, including Asian equity funds in Japan, good investment performance in Korea and India driving excellent domestic flows and healthy net inflows into bond funds from our joint ventures in China and India. Total funds under management at 31 December 2015 were a record £89.1 billion, up 16 per cent on the prior year as a result of net inflows from both our third-party and our life businesses. The fundamentals of our Asian business remain compelling and we have the capabilities and market positions to be able to deliver long-term, profitable growth. Our businesses and their performance – Asia page 18 US Our US business delivered a strong performance in 2015, with total IFRS operating profit of £1,702 million, up 9 per cent (18 per cent on an actual exchange rate basis). Jackson’s life IFRS operating profit grew 10 per cent (18 per cent on an actual exchange rate basis) to £1,691 million, driven by increased fee income from higher levels of separate account assets. The growth in operating profit underpinned significant levels of capital generation in the year, enabling Jackson to remit a record £470 million of cash to the Group (2014: £415 million), while maintaining a healthy balance sheet. Jackson’s risk-based capital ratio at the end of 2015 was 481 per cent, compared to 456 per cent at the end of 2014. The US economy experienced uneven performance during 2015, with a noticeable deceleration in consumer spending and a contraction in business investment in the fourth quarter. Employment data was more positive, with non-farm payrolls in the last two months of the year exceeding expectations. This contributed to the Federal Reserve decision to increase the Federal Funds’ target rate by 25 basis points in December. The S&P 500 Index ended the year roughly in line with year-end 2014 levels and the 10-year treasury rate rose 10 basis points to 2.28 per cent at the end of 2015. Overall, in 2015 the US competitive landscape remained relatively stable, although the industry continued to adjust its products and benefits in reaction to regulatory developments and economic conditions. Within variable annuities, providers are mainly choosing to modify their product offerings through reductions in fund availability and increased fees. With a final fiduciary rule expected from the US Department of Labor in the first half of 2016, we are working on contingency plans with the expectation of some changes to the rule, but the basic framework of the original proposal is presumed to remain intact. Given Jackson’s proven record of product innovation, best-in-class infrastructure, access to competitive intelligence and integration of product design with distribution, we believe we are well positioned to respond, adapt and take advantage of any market disruptions. Jackson achieved total retail APE sales of £1,606 million in 2015, broadly consistent with the levels in 2014. Including institutional sales, total APE sales increased 3 per cent to £1,729 million, driving an 8 per cent growth in new business profit to £809 million. Total variable annuity APE sales of £1,512 million in 2015 remained flat compared to 2014, reflecting Jackson’s continued focus on proactively managing sales of products with living benefits to maintain an appropriate balance of revenue streams and match our annual risk appetite. The proportion of variable annuity sales without living benefits remains significant at 33 per cent of total variable annuity APE sales, broadly in line with last year. Elite Access continues to be the undisputed leader in the investment-only variable annuity market with APE sales of £314 million (2014: £335 million), with the proportion of business from non-qualified accounts representing 69 per cent of the total (up from 66 per cent in 2014). With £9.6 billion in assets since its launch in March 2012, Elite Access not only reflects Jackson’s strength in commercialising a low-cost, no-guarantee product but also in navigating a demand shift from qualified to non-qualified accounts. In relation to variable annuities with living benefit guarantees, during 2015 we introduced a broader range of living benefit features to policyholders, creating additional product capacity to meet the underlying customer demand. Overall, Jackson’s statutory separate account assets increased by 5 per cent, from £86.5 billion in 2014 to £91.0 billion in 2015 (up 11 per cent on an actual exchange rate basis), reflecting positive business flows. Jackson’s strategy is unchanged, serving the 75 million US baby boomers as they enter retirement. We continue to price new business on a conservative basis, targeting value over volume, and the economics of our business remain very attractive. Our hedging remains focused on optimising the economics of our exposures over time while maintaining a strong balance sheet. Our hedging programme continued to perform well throughout 2015 and under the recent volatility experienced in the markets. Our credit book is in good shape and we have continued to take actions to improve further its quality, increasing our treasury position and reducing our high-yield energy exposure. With this strategy, Jackson has been able to deliver 07 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Executive’s report continued significant profitable growth across the cycle, and since 1 January 2008, has remitted nearly US$3.3 billion of cash to the Group. Our performance continues to demonstrate that Jackson’s approach has successfully translated into value for customers and into profits and cash for shareholders. Our businesses and their performance – United States page 24 UK and Europe Our UK business delivered strong growth in IFRS operating profit, new business profit and free surplus generation. We continue to execute successfully our UK strategy, focusing on our core strength of investment-based retail offerings, selective participation in the wholesale business segment and active management of our in-force book. Life IFRS operating profit was 60 per cent4 higher at £1,167 million and includes £339 million from the positive impact of specific management actions undertaken in the second half to position the balance sheet more efficiently under the new Solvency II regime, which are not expected to recur going forward. Cash remitted to the Group increased to £331 million (2014: £325 million). In 2015, APE sales grew 23 per cent4 to £1,025 million, with a consequent 23 per cent4 increase in new business profit to £318 million. These results demonstrate the strength of our customer propositions in retail risk-managed investment products, combined with our diversified distribution capability. In 2015 we continued to participate in the pensions de-risking market in a disciplined manner, and delivered a robust performance from this sector. Our retail business achieved APE sales growth of 32 per cent to £874 million (2014: £663 million4) driven by a growing demand for our savings and retirement products underlying free surplus generation £3,050m 15% increase on 2014 08 and specifically the distinctive PruFund range, with momentum increasing through the year as additional products and services came online including PruFund ISA, Flexible Income Drawdown and our simplified non-advised drawdown Pension Choices Plan. Our capabilities in multi- asset investing, the strength of our brand and diversified distribution, collectively position us well to meet evolving customer needs in a post-pension freedoms retirement market. Retail new business profit increased by 31 per cent4, benefiting from increased sales volumes partially offset by a lower contribution from individual annuity sales. APE sales of individual annuities decreased by 46 per cent from 2014 levels to £57 million and now represent 7 per cent of retail sales. Demand for our PruFund multi-asset funds among our target customer base remains strong as customers continue to be attracted by both the performance track record and the benefits of a smoothed return in managing market volatility and reducing customer investment risk. Our successful launch in February 2015 of the PruFund range of investment funds within an ISA wrapper generated APE sales of £73 million, with assets under management totalling £674 million at the end of December 2015. In total across all products, PruFund APE sales of £574 million increased by 82 per cent, with total assets under management having increased 42 per cent since the start of the year to £16.5 billion. Onshore bonds APE sales of £258 million increased by 11 per cent and offshore bonds APE sales of £75 million rose by 21 per cent over the previous year. Reflecting increased demand for our wider range of retirement solutions post-pension reforms, income drawdown APE sales have almost trebled to £102 million and individual pensions APE sales have more than doubled to £150 million compared to 2014. We continue to diversify our product portfolio in response to the expanding market for flexible retirement income and pensions products. Corporate pensions APE sales of £152 million were 3 per cent higher than in 2014. We remain the largest provider of additional voluntary contribution plans within the public sector, where we provide schemes for 73 of the 101 public sector authorities in the UK (2014: 72 of the 99). Our bulk annuity business concluded four deals, generating APE sales of £151 million (2014: £171 million, seven deals), new business profit of £117 million (2014: £105 million) and IFRS operating profit of £89 million (2014: £105 million). In 2015, our approach to bulk transactions in the UK continued to be one of disciplined participation, focusing on those opportunities where we can bring both significant value to our customers and meet our shareholder return requirements. The implementation of Solvency II has increased significantly the capital intensity of annuity business and this will significantly reduce our appetite to transact bulk business going forward. In Poland, our life business continues to grow steadily. The business now has 18 branches across the country and 597 financial planning consultants. Its success demonstrates our ability to build a new business franchise by transferring our existing product and distribution strengths to new markets. Our strategy in the UK and Europe remains to leverage our investment expertise, distribution scale and well established brand in order to deliver capital-light profitable growth in retail investment products, while managing our in-force business to generate long-term earnings and cash. Our businesses and their performance – United Kingdom – Insurance and investments page 28 Africa During 2015, we continued to develop our businesses in Sub-Sahara Africa. We entered the Uganda insurance market through the acquisition of Goldstar Life Assurance in June 2015 and established bank distribution agreements with Societe Generale and Fidelity Bank in Ghana, and with Standard Chartered in Kenya. In January 2016, we announced entry into Zambia via our acquisition of Professional Life Assurance. Once regulatory approval is received for the Zambia acquisition, our footprint in Africa will have expanded to four countries with access to nearly 1,300 agents and 200 bank branches. M&G M&G’s focus on producing superior long-term investment returns, coupled with well established distribution in the UK and across Europe, underpins its financial results. IFRS operating profit of £442 million was broadly in line with 2014, with cash remittances to Group of £302 million, up 6 per cent. At the end of 2015 M&G’s total funds under management were 7 per cent lower at £246.1 billion (2014: £264 billion), with external funds under management of £126.4 billion accounting for 51 per cent of the total, compared with 45 per cent five years ago. Despite outflows in 2015, M&G’s total funds under management have grown from £198.3 billion at the end Prudential plc Annual Report 2015 www.prudential.co.ukMike Wells with Prudential’s Group Executive Committee Standing, left to right: Alan Porter, Jonathan Oliver, John Foley, Michael McLintock, Al-Noor Ramji, Julian Adams, Tim Rolfe. Seated, left to right: Barry Stowe, Penny James, Mike Wells, Nic Nicandrou, Tony Wilkey. Further details on page 371. of 2010 to £246.1 billion at the end of 2015, reflecting M&G’s continued focus towards innovation and asset class diversification. Gross retail and institutional inflows amounted to £33.6 billion (2014: £38.0 billion). Redemptions in the retail business, however, resulted in overall net outflows of £7.0 billion in 2015. Retail net outflows of £10.9 billion (2014: net inflows of £6.7 billion) were partially offset by institutional net inflows of £3.9 billion (2014: £0.4 billion). In the fourth quarter of 2015, M&G experienced net retail outflows of £3.5 billion, including £2.4 billion from Europe. This reflected the continuation of a market-wide change in investor sentiment away from fixed income, against a backdrop of high levels of volatility and macroeconomic uncertainties, conditions that have continued into the early part of 2016. Our strategy of diversification by asset class has helped attract good net inflows into several M&G multi-asset funds (totalling £2.0 billion) and into our retail property fund (£0.5 billion) in 2015. At the end of 2015, retail funds under management were 18 per cent lower at £60.8 billion (2014: £74.3 billion). Retail funds under management from Continental Europe represent 39 per cent of total retail assets. A track record of innovation in the institutional market has enabled M&G to be at the forefront of a number of specialist fixed-income markets, including leveraged finance and infrastructure investment. Net institutional inflows were £3.9 billion, compared with £0.4 billion in 2014. The M&G Alpha Opportunities Fund has been particularly popular with institutional investors, attracting £2.0 billion of net inflows during 2015. M&G had a multi-billion-pound pipeline of institutional commitments at the end of 2015 across a diverse range of fixed income, real estate and alternative investment strategies that have yet to be invested. External institutional funds under management increased 5 per cent in 2015 to £65.6 billion (2014: £62.8 billion). M&G’s disciplined approach to cost management is reflected in a small improvement in the cost-income ratio to 57 per cent (2014: 58 per cent), despite the impact of lower revenues from reductions in the level of average assets managed. On 1 February 2016, Michael McLintock announced that he is retiring as Chief Executive of M&G Investments after 19 years in the role. I would like to thank Michael for his exceptional contribution to M&G over the last two decades. Under his leadership M&G has grown to become one of Europe’s largest fund managers by offering innovative investment solutions to meet the needs of our customers and clients. I wish him all the very best for the future. He will be succeeded later this year by Anne Richards, whose prior role was Chief Investment Officer and Head of EMEA at Aberdeen Asset Management. Anne joins the Board in June 2016. M&G remains focused on producing superior long-term investment returns for clients, while continuing to diversify its business by geography and asset class and providing capital-efficient profits and cash generation for the Group. Our businesses and their performance – United Kingdom – Asset management page 32 Capital and risk management We continue to take a disciplined approach to capital management and have implemented a number of measures over the last few years to enable us to make our capital work more efficiently for the Group. Our Solvency II outcome, following approval by the Prudential Regulation Authority of our internal model in December 2015, underscores the strength and resilience of the Group’s capital position. At 31 December 2015, Group Solvency II capital surplus8,9 was estimated at £9.7 billion, which is equivalent to a Group Solvency II capital ratio of 193 per cent. Based on the Insurance Groups Directive solvency measure, our surplus position9 at 31 December 2015 was estimated at £5.5 billion (31 December 2014: £4.7 billion10), equivalent to a cover of 2.5 times. In July 2013, Prudential plc was listed by the Financial Stability Board as one of nine companies to be designated as a Global Systemically Important Insurer, a classification that was reaffirmed in November 2015. Prudential is monitoring the development and potential impact of the related framework of policy measures and is engaging closely with the Prudential Regulation Authority on the implications of this designation. Dividend The Board has decided to increase the full-year ordinary dividend by 5 per cent to 38.78 pence per share, reflecting the continued strong financial performance of the Group in 2015. In line with this, the directors have approved a second interim ordinary dividend of 26.47 pence per share (2014: final dividend of 25.74 pence), which brings the total ordinary dividend for the year to 38.78 pence (2014: 36.93 pence). In addition, the Board has decided to award a special dividend of 10 pence per share reflecting the additional contribution to earnings from the specific management actions taken to position the balance sheet more efficiently under the new Solvency II regime. Although the Board has been able to approve a special dividend of 10 pence per 09 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Executive’s report continued share in 2015, the Group’s dividend policy remains unchanged. The Board will maintain its focus on delivering a growing ordinary dividend, which will continue to be determined after taking into account the Group’s financial flexibility and our assessment of opportunities to generate attractive returns by investing in specific areas of the business. The Board believes that in the medium term a dividend cover of around two times is appropriate. Full-year dividend pence per share Special dividend 36.93 10.00 38.78 29.19 25.19 33.57 2011 2012 2013 2014 2015 +5% over 2014 full-year ordinary dividend Outlook The strength of our 2015 results demonstrates the successful execution of our strategy and our distinctive ability to deliver profitable growth across the cycle. Asia remains at the heart of the Group and our progress this year is underlined by the strong growth that we have delivered across sales, earnings and cash from the region. This has been well complemented by our disciplined progress in our more mature markets of the US and the UK. The current significant macroeconomic uncertainty and market instability is resulting in a more unpredictable near-term Group Solvency II capital surplus £9.7bn 193% Group Solvency II capital ratio 10 outlook for global growth prospects. While this creates a headwind for our fee-based businesses, our progress continues to remain underpinned by the structural demand for regular premium savings and protection products in Asia. Through proactive management of our product mix and balance sheet and the growing scale of stable, recurring income from our in-force portfolio, the Group has the flexibility and resilience to adapt to changes in the market and deliver robust earnings and shareholder value. The Group’s strategy remains centred on the long-term opportunity of servicing an increasingly self-reliant middle class through the provision of savings globally and health and protection in Asia. We have premium franchises in our chosen markets of Asia, the US and the UK, with significant structural competitive advantages to deliver effectively conservative products to protect our consumers’ health and wealth and provide absolute and good relative returns to our shareholders. In Asia, the growing savings and protection needs of a rapidly emerging and increasingly wealthy population underpin our long-term, structural growth prospects in the region. The high-quality, recurring nature of our income and the scale and diversity of our pan-regional platform position us well to smooth out the inevitable country-level fluctuations to deliver value across the cycle. In the US, our business is focused on the provision of products for the savings and income needs of the baby boomers entering retirement. While the proposed Department of Labor regulations are likely to reduce the access to valuable retirement products and services to the American middle class, our competitive advantages of superior product performance, low costs and strong commercialisation skills align the business well to meet these growing needs in the new landscape. We are in the advanced stages of executing our contingency plans, which are designed to underpin our future prospects for both earnings and cash. In the UK, our life business is proving adept at navigating the significant changes brought about by pension reforms and is successfully extending its product offering to meet evolving consumer needs. In asset management, M&G is currently experiencing headwinds but benefits from its scale and the diversity of its asset base. Our well regarded brands, investment performance track record and strong market positioning are key attributes that support our execution in this market. We remain well capitalised with a defensive, high-quality balance sheet. The disciplined execution of our strategy, underpinned by the recurring income and cash-generating nature of our business, positions us well to continue to deliver sustainable, long-term profitable value to both our customers and shareholders. Mike Wells Group Chief Executive Notes 1 The comparative results referenced above and elsewhere in this document have been prepared using constant exchange rates basis except where otherwise stated. Comparative results on an actual exchange rate basis are also shown in financial tables in the Chief Financial Officer’s report on our 2015 financial performance. 2 Recurring income from Asia in-force book represents external renewal gross earned premiums (including joint ventures). 3 Underlying free surplus generation comprises underlying free surplus released from long-term business (net of investment in new business) and that generated from asset management operations. The 2012 comparative is based on the retrospective application of new and amended accounting standards and excludes the 2012 one-off gain of £51 million from the sale of the Group’s holding in China Life Insurance Company of Taiwan. 4 Following the disposal of the Group’s 25 per cent interest in PruHealth and PruProtect in November 2014, the 2014 comparative results of UK insurance operations have been adjusted to exclude results of those businesses. 5 Annual premium equivalent (APE) sales comprise regular premium sales plus one-tenth of single premium insurance sales. 6 Asia 2012 IFRS operating profit of £924 million is based on the retrospective application of new and amended accounting standards as at 31 December 2013, and excludes the 2012 one-off gain of £51 million from the sale of the Group’s holding in China Life Insurance Company of Taiwan. Source: based on Life Insurance Association, Singapore data as at December 2015. 7 8 The methodology and assumptions used in calculating the Group Solvency II capital results are set out in note II (c) of Additional unaudited financial information. The Group Solvency II capital ratio is based on outputs from the Group’s Solvency II internal model, approved by the Prudential Regulation Authority in December 2015. 9 Before allowing for second interim ordinary and special dividends. 10 Before allowing for 2014 final dividend. Prudential plc Annual Report 2015 www.prudential.co.uk 12 14 15 16 18 Strategic report Our world Our strategy How our business works Measuring our performance Our businesses and their performance Corporate responsibility review 2 18 Asia 24 United States 28 United Kingdom – Insurance and investments 32 United Kingdom – Asset management Chief Financial Officer’s report on our 2015 financial performance Group Chief Risk Officer’s report on the risks facing our business and how these are managed 36 49 57 Prudential RideLondon In 2015 Prudential RideLondon, the world’s biggest festival of cycling, was a great success, raising more than £12 million for charity. Find out more on page 64. Our communities 11 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Our world Prudential plc is an international financial services group serving around 24 million insurance customers and with £509 billion of assets under management. We are listed on stock exchanges in London, Hong Kong, Singapore and New York. life customers worldwide 24m £509bn assets under management stock exchange listings 4 167 years of providing financial security Premium franchises, best-in-class capabilities United States United Kingdom Jackson Founded over 50 years ago, Jackson is one of the largest life insurance companies in the US, providing retirement savings and income solutions aimed at the 75 million baby boomers. Jackson’s pursuit of excellence in product innovation and distinctive distribution capabilities have helped it forge a solid reputation for meeting customer needs. Jackson has a long and successful record of providing advisers with the products, tools and support to design effective retirement solutions for their clients. Prudential UK & Europe Founded in the UK in 1848, Prudential is a long-established leading provider of life and pensions, with a relentless focus on the needs of the age cohorts where wealth is most heavily concentrated. Our core strengths in with-profits and retirement are underpinned by our expertise in areas such as longevity, risk management and multi-asset investment, together with our financial strength and widely recognised brand. These attributes position Prudential UK well to meet customer needs in the UK’s evolving marketplace. Premier retirement income player Well recognised brand with strong track record market share variable annuities1 18% US$199bn+ of statutory admitted assets2 funds under management in with-profits funds3 £104bn £16bn+ PruFund funds under management2 Our businesses and their performance – United States page 24 Our businesses and their performance – UK – Insurance and investments page 28 12 Prudential plc Annual Report 2015 www.prudential.co.ukUnited Kingdom Asia M&G M&G has been investing money for individual and institutional clients for over 80 years. M&G has grown to be one of Europe’s largest retail and institutional fund managers by developing its expertise in active investment. M&G has a conviction-led and long-term approach to investment, developing a deep understanding of the companies and organisations in whose equities, bonds or property it invests. Prudential Corporation Asia Prudential Corporation Asia has leading insurance and asset management operations across 14 markets in Asia and serves the emerging middle class families of the region’s outperforming economies. Prudential has been operating in Asia for over 90 years and has built high performing businesses with effective multichannel distribution, a product portfolio centred on regular savings and protection, award-winning customer services and a widely recognised brand. Eastspring Investments is a leading asset manager in Asia and provides investment solutions across a broad range of asset classes. Well recognised brand with strong track record Leading pan-regional franchise largest retail fund manager in the UK4 2nd £246bn+ funds under management2 position in nine out of 12 life markets Top 3 £89bn+ funds under management2 Our businesses and their performance – UK – Asset management page 32 Our businesses and their performance – Asia page 18 Notes 1 2 As of 31 December 2015. Source: Morningstar Annuity Research Center. 3Q2015. 3 Excluding Scottish Amicable Insurance Fund. 4 By total UK Assets under management. 13 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur strategy Our clear and consistent strategy utilises our capabilities, footprint and scale to serve the global savings and Asian protection needs of an increasingly self-reliant middle class to create long-term value for our customers and our shareholders. We focus on three markets, Asia, the US and the UK, where we see continued growing demand for our products. The US baby boomer generation is the wealthiest demographic in the global economy. Over the next 20 years they will be retiring at a rate of 10,000 per day, creating significant demand for solutions to best help retirees with their retirement challenges. In Asia there is a growing and increasingly affluent middle class which by 2020 is forecast to become 1.9 billion people and represent over half of the global middle class. This group is increasingly wealthy but largely uninsured and has significant and growing savings, accumulation, health and protection needs. The UK has an ageing population which remains under-saved for the long term. This will drive increasing demand for savings products and retirement income solutions which will provide opportunities for both life insurers and asset management. vin g s, h a S e a l t h and pro t e c t i o n A si a Significant protection gap and investment needs of the middle class s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s To capture these opportunities we: Leverage strength and scale, and proactively manage risk Balance sheet strength and proactive risk management enable us to make good our promises to customers and are therefore key drivers of long-term value creation and relative performance. In spite of the challenging macroeconomic environment we continue to strengthen our capital position through generation of organic earnings and specific management actions, which since 2010 include: — Controlling sales of US variable annuities in a manner that appropriately balances value, volume, capital generation and balance sheet risk; and — Longevity reinsurance and asset portfolio optimisation in our UK life businesses. Allocate capital with discipline, focusing on long-term returns We rigorously allocate capital to the highest-return products and geographical locations with the shortest payback periods, in line with our risk appetite. This has had a positive and significant impact on our capital generative growing in-force portfolio and, in turn, has transformed the capital dynamics of our Group. For example, the free capital generated from our in-force operations reached £3.8 billion in 2015 compared to £2.4 billion five years ago (on an actual exchange rate basis). This transformation enabled our business operations to remit £1,625 million to the Group in 2015, compared to £1,105 million in 2011. Provide balanced metrics and disclosures We aim to have clarity and consistency internally and externally in the performance indicators that drive our businesses. Alongside this we develop our financial disclosures to enable our stakeholders to fairly assess our long-term performance. We have three main objectives: — To demonstrate how we generate profits under the different accounting regimes; — To show how we think about capital allocation via measures that highlight the returns we generate on capital invested in new business; and — To highlight the cash generation of our business, which over time is the ultimate measure of performance. Focus on customers and distribution Our customers are at the heart of the decisions we make. We focus on understanding our customers’ needs and requirements in each of our chosen markets as we believe that in order to do well for our shareholders we must first serve our customers. We consistently develop our product portfolio, designing it around our customers’ needs and providing them with peace of mind, whether that be in relation to saving for retirement or insuring against the risks of illness, death or critical life events. Satisfied customers become our advocates, recommending our products and services to their friends and families. Distribution plays a key role in our ability to reach, attract and retain these valued customers across our regions. Building out and diversifying our distribution capabilities helps ensure that we fully capitalise on the opportunities available to us in each of our regions. 14 Prudential plc Annual Report 2015 www.prudential.co.ukHow our business works We provide protection and savings opportunities to our customers, social and economic benefits to the communities in which we operate, jobs and opportunities to our employees and long-term value for our investors. By offering security, pooling savings and making investments, we help to drive the cycle of growth. t i o n u t i o n u s t o m e r s ’ t a i n e d r n u d c ds and distri b d brands and effectiv e d is t ri b els help us understa n s, attract new m o nie s a existing ass ets ste u r T n n a h c d e e n n ra B C Strong capabilitie product innovatio attract/retain tale automation a n n a p a b il i t s in a , c t t r u i e s t a c s d f o o m t i v e k c e u r m n nt a d ris Customers We focus on customers’ protection and savings needs, providing products that give them ﬁnancial security m s r a o e a r n n k e t a e g t e n f t e i f s , m e i o c i e n , n t n c y , Asset management d e sig Utilising our capabilities, foo t p r i n t Produc t s n innovative products that a l i g n w i n s a t h c ale w e e r n e e ds c d s m s t o u Generate valuable returns for our customers through good investment performance Shareholders Generate value for shareholders through fee income from managing customers’ investments Life insurance Invest customers’ savings in a way that reflects their personal needs and risk tolerance. Provide financial protection to customers for adverse events Generate value for shareholders through fee and other income for managing customers’ savings and through insurance underwriting profits on financial protection products Delivering for our stakeholders We create financial benefits for our investors and deliver economic and social benefits for our customers, our employees and the societies in which we operate Customers Providing financial security and wealth creation Investors Growing dividends and share price performance enhances shareholder value 24m life customers 187% total shareholder return1 achieved since 2010 Employees Providing an environment with equal opportunities, career potential and rewards enabling us to attract and retain high-quality individuals to deliver our strategy Societies Supporting societies where we operate, through investment in business and infrastructure, tax revenues and community support activities 23,507 employees worldwide £4.8bn total investment2 in the economy Notes 1 Total shareholder return represents the growth in the value of a share plus the value of dividends paid, assuming that the dividends are reinvested in the Company’s shares on the ex-dividend date. Includes investment in business and infrastructure of £1.8 billion, total tax payments of £3.0 billion and total community investment of £21.7 million. 2 15 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Measuring our performance To create sustainable economic value for our shareholders we focus on delivering growth and cash while maintaining appropriate capital Profit, cash and capital Prudential takes a balanced approach to performance management across IFRS, EEV and cash. We aim to demonstrate how we generate profits under different accounting bases, reflecting the returns we generate on capital invested, and highlight the cash generation of our business. What we measure and why Performance1 IFRS operating profit2 £m IFRS operating profit is our primary measure of profitability. This measure of profitability provides an underlying operating result based on longer-term investment returns and excludes non- operating items. EEV new business profit3 £m Life insurance products are, by their nature, long term and generate profit over a significant number of years. Embedded value reporting provides investors with a measure of the future profits streams of the Group. EEV new business profit reflects the value of future profit streams which are not fully captured in the year of sale under IFRS reporting. EEV operating profit3 £m EEV operating profit is provided as an additional measure of profitability. This measure includes EEV new business profit, the change in the value of the Group’s long-term in-force business, and profit from our asset management and other businesses. As with IFRS, EEV operating profit reflects the underlying results based on longer-term investment returns. Group free surplus generation4 £m Free surplus generation is used to measure the internal cash generation of our business units. For insurance operations it represents amounts maturing from the in-force business during the period less investment in new business and excludes other non-operating items. For asset management it equates to post-tax IFRS operating profit for the period. 2,954 3,186 2,520 2,017 CAGR +20% 4,007 — Group IFRS operating profit in 2015 increased by 22 per cent on a constant exchange rate basis (26 per cent on an actual exchange rate basis), compared to 2014, reflecting strong growth in our life businesses, with Asia up 16 per cent, the US up 10 per cent and the UK up 60 per cent, on a constant exchange rate basis. 2011 2012 2013 2014 2015 CAGR +16% 2,617 — EEV new business profit in 2015 increased by 20 per cent on a constant exchange rate basis (24 per cent on an actual exchange rate basis), compared to 2014, driven by higher volumes. 2,115 1,791 1,433 1,536 2011 2012 2013 2014 2015 CAGR +14% 4,881 4,096 — Group EEV operating profit in 2015 increased by 16 per cent on a constant exchange rate basis (19 per cent on an actual exchange rate basis), compared to 2014, reflecting higher new business profits and higher contributions from the in-force business. 2,868 2,937 3,174 2011 2012 2013 2014 2015 2,462 2,579 1,982 2,080 CAGR +11% 3,050 — Underlying free surplus in 2015 increased by 15 per cent, on a constant exchange rate basis (18 per cent on an actual exchange rate basis), compared to 2014, driven by growth of the in-force portfolio, and continued discipline in the investment made to support new business growth. 2011 2012 2013 2014 2015 16 Prudential plc Annual Report 2015 www.prudential.co.ukWhat we measure and why Performance1 Business unit remittances £m Remittances measure the cash transferred from business units to the Group. Cash flows across the Group reflect our aim of achieving a balance between ensuring sufficient net remittances from business units to cover the dividend (after corporate costs) and the use of cash for reinvestment in profitable opportunities available to the Group. IGD capital surplus5 £bn During 2015, Prudential was subject to the capital adequacy requirements of the European Union Insurance Groups Directive (IGD) as implemented by the Prudential Regulation Authority in the UK. The IGD capital surplus represents the aggregated surplus capital (on a Prudential Regulation Authority consistent basis) of the Group’s regulated subsidiaries less the Group’s borrowings6. No diversification benefit is recognised. Group Solvency II capital surplus5,7 £bn Replacing the IGD capital regime, from 1 January 2016 Prudential will be subject to the risk-sensitive solvency framework required under European Solvency II Directives (Solvency II) as implemented by Prudential Regulation Authority in the UK. The Solvency II surplus represents the aggregated capital (own funds) held by the Group less solvency capital requirements. CAGR +9% 1,625 — Business unit remittances increased by 10 per cent in 2015, compared to 2014, with significant contributions from each of our four major business units. 1,482 1,341 1,105 1,200 2011 2012 2013 2014 2015 5.1 5.1 4.7 5.5 4.0 2011 2012 2013 2014 2015 — Our estimated IGD capital surplus at the end of 2015 before allowing for dividends5 covered the capital requirements 2.5 times. Solvency ratio 193% — The Group has a strong Solvency II capital position, with an estimated Group Solvency II capital surplus of £9.7 billion5 and a solvency coverage ratio of 193 per cent. 20.1 Surplus £9.7bn 10.4 Own funds Solvency capital requirement Chief Financial Officer’s report on our 2015 financial performance page 36 2017 objectives8 We are making good progress towards the objectives we announced in December 2013: 2012 £m11 2013 £m 2014 £m 2015 £m CAGR (since 2012) % 2017 Objectives8 Asia objectives Asia life and asset management IFRS operating profit Reported actuals Constant exchange rate9 Constant exchange rate change % (year-on-year) Asia underlying free surplus generation4,10 Reported actuals Constant exchange rate9 Constant exchange rate change % (year-on-year) 924 901 484 471 1,075 1,075 19 1,140 1,260 17 1,324 1,468 17 573 573 22 592 662 16 673 765 16 Group objective for cumulative period 1 January 2014 to 31 December 2017 Cumulative Group underlying free surplus generation from 2014 onwards >£1,858 million >15% CAGR 18 £0.9 – £1.1 billion Actual 1 Jan 2014 to 31 Dec 2015 Objective 1 Jan 2014 to 31 Dec 2017 £5.6bn > £10bn Notes 1 The comparative results shown above have been prepared using actual exchange rate (AER) basis except where otherwise stated. Comparative results on a constant exchange rate (CER) basis are also shown in financial tables in the Chief Financial Officers’ report on our 2015 financial performance. CAGR is Compound Annual Growth Rate. 2 The basis of IFRS operating profit based on longer-term investment returns is discussed in note B1.3 of the IFRS financial statements. The IFRS profit before tax attributable to shareholders have been prepared in accordance with the accounting policies discussed in note A of the IFRS financial statements. 3 The EEV basis results have been prepared in accordance with the EEV principles discussed in note 1 of EEV basis supplementary information. 4 Free surplus generation comprises underlying free surplus released from long-term business (net of investment in new business) and that generated from asset management operations. 5 Estimated before allowing for second interim ordinary and special dividends. IGD Capital Surplus for 2014 and comparative years estimated before allowing for final dividend. 6 Excludes subordinated debt issues that qualify as capital. 7 Excludes surplus in ring-fenced policyholder funds. The methodology and assumptions used in calculating the Group Solvency II capital results are set out in note II (c) of Additional unaudited financial information. The Group Solvency II capital ratio is based on outputs from the Group’s Solvency II internal model, approved by Prudential Regulation Authority in December 2015. 8 The objectives assume exchange rates at December 2013 and economic assumptions made by Prudential in calculating the EEV basis supplementary information for the half year ended 30 June 2013, and are based on regulatory and solvency regimes applicable across the Group at the time the objectives were set. The objectives assume that the existing EEV, IFRS and Free Surplus methodology at December 2013 will be applicable over the period. 9 Constant exchange rate results translated using exchange rates as at December 2013. 10 The 2012 comparative is based on the retrospective application of new and amended accounting standards and excludes the one-off gain of £51 million from the sale of the Group’s holdings in China Life Insurance Company in Taiwan. 11 Asia 2012 IFRS operating profit of £924 million is based on the retrospective application of new and amended accounting standards, and excludes the one-off gain of £51 million from the sale of the Group’s holdings in China Life Insurance Company in Taiwan. 17 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Our businesses and their performance Asia Serving the savings, health and protection needs of the growing and increasingly affluent Asian middle class Performance highlights — Performance is on track to deliver the New business profit1 £m Total IFRS operating profit £m 2017 financial objectives — Continued delivery across key value creation metrics. On a constant exchange rate basis, new business profit up 28 per cent, total IFRS operating profits up 17 per cent and free surplus generation up 16 per cent — Agency headcount up 13 per cent; APE per active agent up 25 per cent — Strong growth from major bancassurance partners — More than 25 per cent of APE sales comes from products launched in past 24 months — Record third party net in-flows in Eastspring Investments 18 1,139 1,162 982 811 1,490 1,324 51* 924 1,075 1,140 774 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 * Gain on sale of China Life Insurance Company in Taiwan Net cash remittances £m Eastspring Investments funds under management £bn 400 400 341 467 89 77 58 60 50 206 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Prudential plc Annual Report 2015 www.prudential.co.uk GDP growth in Prudential Corporation Asia’s markets US$trn +US$7trn 24.1 17.1 2014 2020 Growing middle class bn +700m people 1.9 1.2 2010 2020 Source: Based on IMF and includes China, Cambodia, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, Thailand and Vietnam. Market overview Asia’s economic transformation continues to generate material increases in personal wealth and drives significant demand for solutions to individuals’ financial planning needs. During 2015, macroeconomic and geopolitical turbulence continued to create some challenges but the long-term potential remains compelling. The degree of state-sponsored financial provision for healthcare and other social services varies by market, but is typically very basic, and it is widely appreciated that the private sector has a very important complementary role. Protection gaps remain high and the regulators have tasked the industry with improving levels of financial literacy and addressing this issue. Consequently, the regulations governing the industry continue to evolve in largely positive ways with good outcomes for customers and shareholders. There is a healthy competitive environment with a good mix of domestic, regional and international companies operating in the markets. However, barriers to entry remain high in terms of the availability of new licences, the need for significant capital investment and the challenges in building distribution scale and quality. Given the low penetration rates of insurance and investment products we see considerable growth opportunities over the long term. Favourable demographic and economic trends Asia (excluding Japan) is leading the world in terms of GDP growth. In the period 2014 to 2020, it is expected to generate around US$7.0 trillion2 of new GDP, more than the US and the other advanced economies combined. vin g s, h a S e a l t h and pro t e c t i o n As ia Significant protection gap and investment needs of the middle class ‘Asian families have very clear financial protection gaps and savings needs but these are significantly underserved by the industry. We have a responsibility to do a much better job of reaching these people and providing them with appropriate products and advice.’ Tony Wilkey Chief Executive, Prudential Corporation Asia Our strategy Prudential has built a well diversified Asian platform that matches our distribution and product strengths to each market’s long-term opportunities in the life sector, and maximises our asset- gathering capabilities in the region’s investment management industry. Our strategy page 14 s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s www.prudentialcorporation-asia.com 19 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcPrudential Corporation Asia is a powerful franchise with a wide footprint in the right markets, established go-to market capabilities and superior brand strength. A platform for growth Asia population 3,302m Prudential customers 14m Prudential agents 500,000+ Prudential bancassurance branches 10,000 A trusted brand and market leader in Asia Distribution Product Other 11% Linke d 2 3 Vietnam Market ranking5 Population Penetration6 1st 92m 0.7% Long-term industry leader — Strong presence in major cities and all 63 provinces — 97 per cent brand recognition — 1.3 million customers — Circa 100,000 agents, one third of industry % 9 5 y c n e g A Customers B a n c a 3 0 % % 1 5 s g n i v a S Customers % UAE8 Population 9.3m P r ote ction 26% — Proven multichannel model — Over 500,000 agents — Selling through over 10,000 bank branches — All season product solutions — >25% APE from new products3 — Pioneering service proposition Platform — We’ve been working in Asia since 1923 — Top 3 position in nine out of the Asset management — Strong presence in Asia — Circa £90 billion funds under 12 life markets management — Top decile brand awareness4 — Operating in 10 major Asian markets5 Thailand Market ranking5 Population Penetration6 9th 69m 3.6% Excellent bancassurance platform — APE has grown 2.7 times since acquisition of Thanachart Life in 2013 — Access to 800 branches nationwide with partners – Standard Chartered Bank, United Overseas Bank and Thanachart Bank 20 Cambodia Market ranking5 Population Penetration6 1st 16m 0% Prudential plc Annual Report 2015 www.prudential.co.ukOur businesses and their performance continued India China Korea Market ranking5 1st Market ranking5 3rd Market ranking5 Population 1,276m Population 1,375m Penetration6 2.6% Penetration6 1.7% Population Penetration6 17th 51m 7.2% Successful joint venture — Operating in 64 cities — 50 per cent increase in number of active agents during 2015 — Broad range of bank partners – regional, national, international Taiwan Market ranking5 Population Penetration6 16th 23m 15.6% Malaysia Market ranking5 Population Penetration6 Singapore Market ranking5 Population Penetration6 1st 31m 3.1% 2nd 6m 5% Well positioned to capture emerging opportunity in Bumi segment — Largest agency in the industry — Most productive bancassurance relationships — Pioneer in linked policies with riders for flexible savings and protection — 43 per cent7 market share of Takaful (Sharia compliant) life business. Professional agency complemented by a distinctive range of bank partners — Market-leading PruShield product drives customer acquisition — Number one for regular premium new business — Focus on ‘value over volume’; agency new business profit up 7 per cent over prior year Hong Kong Market ranking5 Population Penetration6 2nd 7m 12.7% Resilient distribution platform — Leading insurer with scale in agency and bank distribution — 2015 saw a 39 per cent increase in active manpower and a 27 per cent increase in productivity — Successful partnership with Standard Chartered Bank now in 18th year — Product innovations drive new customer acquisition and repeat sales Japan8 Population 127m Philippines Market ranking5 Population Penetration6 2nd 101m 1.6% Rapidly scaling up distribution — Almost tripled agency size in less than three years — Expanding across country — Improving efficiency – 80 per cent of policies now processed ‘straight through’ — Market leader in linked-with- protection policies Indonesia Market ranking5 Population Penetration6 1st 255m 1.1% Unmatched platform with scale and geographic reach — Over 400 agency offices across country — Largest agency force — High-tech agency training and licensing — ‘All-in-one’ product solution combines protection, investment and savings — Conventional and Takaful options — Value-add services such as PRUHospital Friends 21 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcMore mortality cover US$trn Mortality Protection Gap Income to maintain living standards Life Insurance Savings US$50trn Mortality protection gap More health cover US$bn Total future healthcare costs Health Protection Gap Projected expenditure to cover future healthcare US$161bn Gap in healthcare protection by 2020 Better use of savings 11% 28% 61% 19% 50% 31% North America Asia ex Japan Bonds Equities Cash 2x proportion of savings in cash higher than the US Source: Based on Swiss Re report and includes Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, Thailand and Vietnam; BCG wealth 2015. 22 Strong demand for savings and protection products As people move into the middle class, their increased wealth and higher income give them the opportunity to make financial plans for the first time. Typically the priority is to provide protection for their families and establish a regular savings plan through a life insurance policy. Social welfare provisions vary by market in Asia but generally fall well below the levels people need to sustain their families’ lifestyle in the event of a personal tragedy such as the diagnosis of a critical illness. Also, while basic medical services may be provided by the state, there can be a high level of out-of-pocket expenses, creating demand for financial solutions to significantly improve an individual’s experience through access to private medical services. Therefore, critical illness and medical riders are popular additions to life insurance policies. Traditionally, Asians would have relied on their children to provide for them in their retirement but with family sizes decreasing people are increasingly making their own financial provisions and life insurance policies are a popular part of a retirement plan. Once the savings and protection solutions are in place there is the opportunity to invest. Single premium insurance policies are also important in more developed markets and it is likely that customers will increasingly seek access to different asset classes through mutual funds as their wealth grows and their financial needs become more sophisticated. Evolving regulatory environment Each Asian market has evolved its own regulatory regime depending on the heritage of the industry, experiences and developmental priorities. Regulators across the region are generally keen to promote the growth of the life insurance industry as they appreciate the social utility of providing financial security to individuals, and the way insurers can channel unproductive cash savings into long-term investments in the economy. However, they are imposing higher standards on the industry and monitoring compliance more actively, with increasing focus on the quality of advice distributors provide and the suitability of the products offered. Although assessments of solvency can vary considerably market by market, there is increasing convergence on risk-based calculations. What we do and how we do it Although Prudential has been operating in Asia for over 90 years, we began building our regional business in earnest in 1994 with the establishment of Prudential Corporation Asia. Since then, Prudential Corporation Asia has entered new markets, added considerable agency scale and launched bank distribution, developed product capabilities – particularly unit-linked with protection – and built a customer-centric brand anchored on the tag line ‘Always Listening, Always Understanding’. Today, Prudential Corporation Asia is focused on leveraging this platform to grow in a disciplined way for the benefit of our customers, shareholders and communities. Success is defined by metrics that ensure we deliver volume, value and good service. Market participation Each market is unique and our overarching regional strategy is very specifically tailored to the opportunities that reflect the many differences in each country, including its stage of economic development, cultural preferences, regulation, the competitive landscape and our own risk appetite. Life insurance distribution Prudential Corporation Asia is well positioned in terms of its scale and diversity of distribution. Over 500,000 agents produce around 60 per cent of sales, with the remainder mainly coming from bancassurance that includes exclusive agreements with Standard Chartered Bank, UOB and Thanachart. At the core of our distribution model is face-to-face interaction with customers that delivers high-quality, needs-based advice. Products Our product portfolio is tailored to suit the savings and protection needs of customers in each market. For example, in markets such as Indonesia and Malaysia there is a high demand for regular premium unit-linked policies that provide coverage for hospital and surgical and critical illnesses, combined with savings for items such as children’s education. In Hong Kong, there is high demand for participating products where the smoothed investment returns are particularly appealing as part of a broader financial plan. Prudential plc Annual Report 2015 www.prudential.co.ukOur businesses and their performance continuedShane from the Philippines has been a Prudential customer for five years, and holds a PRULink Exact Protector policy, with the additional optional riders Life Care Benefit, Personal Accident, Hospitalisation Income and Waiver of Total and Permanent Disability. ‘Last year, my father got hospitalised. We were devastated, not only emotionally but also financially, that my siblings and I had to chip in to make ends meet. To make things worse, I also needed money for my son’s tuition fee as the start of classes was fast approaching. We would have been in deep financial trouble if not for PRULink Exact Protector (PEP) 10, my life insurance with Pru Life. I was hesitant to get one at first, but these kinds of unforeseen events prove life insurance to be a vital investment for everyone – through the withdrawals PEP 10 allowed me to make, my father’s hospitalisation and my son’s tuition fee were both covered. Now, my dad is happily recovering, my son is enjoying learning at school, and I’m incredibly grateful to have gotten claims when I needed them the most.’ Launched in 2011, PRULink Exact Protector is an investment-linked life insurance plan that offers both insurance protection and savings, providing customers with peace of mind. An investment-linked plan, it allows customers to align their premium payments with their investment strategy and provides a choice of funds.9 Eastspring Investments funds under management £bn 89.1 52.8 36.3 77.3 47.2 30.1 58.1 36.5 59.9 37.7 21.6 22.2 2012 2013 2014 2015 50.3 31.1 19.2 2011 Internal* External *Invested by Prudential’s insurance funds Corporate social responsibility activities Prudential is a committed member of the communities where we operate, and through the Prudence Foundation we drive social responsibility activities, with a focus on providing disaster relief, promoting financial literacy and children’s education. During 2015, Prudential extended its highly successful children’s financial literacy programme, ‘Cha-Ching’ and launched the second stage of the SafeSteps programme, focusing on road safety with ambassador Michele Yeoh. For more information on these and other initiatives, see the Corporate responsibility review on page 57. Customers Prudential Corporation Asia has over 14 million life insurance customers and over 22 million in-force policies. We actively monitor customer satisfaction levels across multiple indicators, but key statistics are the numbers of customers who keep their policies (our retention rate is over 90 per cent), and the number of customers who buy more policies from us (in 2015 more than 38 per cent of APE sales were from existing customers), reflecting the success of our advice-driven approach and that customers appreciate the value of the products we provide. Innovations in service are also important to customer satisfaction. Some are technology based, such as e-submissions (up 35 per cent in 2015) and automated underwriting, but a key component is also innovation with the ‘human touch’ such as Singapore’s PRUhealthcare assist. Asset management Eastspring Investments, Prudential’s asset management business in Asia, manages investments for Prudential’s Asia, UK and US life companies and also has a broad base of third-party retail and institutional clients. The asset mix is well balanced with 50 per cent equities, 43 per cent fixed income and 7 per cent money market. Around 54 per cent of funds have outperformed their benchmarks over a three-year period. Eastspring Investments has been building expertise in infrastructure, negotiated credit and quantitative investment capabilities. Our customers in focus Notes 1 Agency excluding India. 2 Prudential estimates based on IMF data – October 2013. 3 Based on products launched over the past 24 months. 4 Top decile in five of seven countries in South-east Asia and Hong Kong. 5 Prudential’s rank in insurance market by new business APE. Based on formal (competitors’ results releases, local regulators, insurance associations) and informal (industry exchange) market share data. 6 Market penetration sourced from Swiss Re – based on insurance premiums as a percentage of GDP in 2014 (estimated). Source: based on Insurance Services Malaysia Berhad data as at 31 December 2015. 7 8 Asset management operations. 9 Any investors should note that the value of investments, and the income from them, will fluctuate, which will cause fund prices to fall as well as rise and they may not get back the original amount they invested. The customers’ circumstances and views are specific to them and should not be taken as a recommendation, advice or forecast. 23 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur businesses and their performance continued United States Providing US baby boomers with solutions for a stable retirement Performance highlights — Cash remittance increased by 13 per cent to a record level of £470 million — Total IFRS operating profit of £1,702 million, up 9 per cent from year-end 2014 — Continued strong returns on shareholder capital across all key financial metrics — Successfully managed sales of variable annuities with guarantees in line with risk appetite — Awarded ‘World Class Certification’ by Service Quality Measurement Group, Inc. and ‘Highest Customer Satisfaction by Industry’ award – the tenth consecutive year of recognition for customer service performance in these two categories 24 New business profit1 £m IFRS operating profit £m 530 568 706 694 809 1,702 1,443 1,302 1,003 675 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Net cash remittances £m Growth in statutory admitted assets US$bn 470 415 One-off* } 294 249 107.6 122 220 190.0 199.1 170.9 142.8 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 * One-off release of excess surplus Prudential plc Annual Report 2015 www.prudential.co.uk Market overview Providing solutions to retirement challenges The US is the world’s largest retirement savings market with total assets in the annuity sector of over US$2.6 trillion2. Each year, approximately four million baby boomers reach retirement age. The number of retirees entering this stage of their life are triggering a shift from savings accumulation to retirement income generation of more than US$10 trillion3. However, as a group, baby boomers are under-saved and, in addition, their life expectancies continue to rise. They are in need of insurance products that offer the opportunity to grow their assets and to provide with guaranteed lifetime income to support them through these challenges. The US retirement market continues to offer significant opportunities for profitable growth by providing solutions to the millions of baby boomers and to the future generations that will follow. US economic environment Despite a noticeable deceleration in consumer spending and a contraction in business investment in the fourth quarter, the US economy continued its trend of modest annual growth. While some sectors were disappointing, notably manufacturing, the US economy created 2.7 million new jobs4, pushed unemployment down to 5.0 per cent and showed continued improvement in the housing market. In December, the Federal Reserve raised the Federal Funds rate by 25 basis points, their first increase in almost 10 years. The S&P 500 returned approximately negative 1 per cent in 2015, after much stronger returns in 2013 and 2014, while the benchmark 10-year US Treasury note yield rose from 2.18 per cent at the end of 2014 to 2.28 per cent at 31 December 2015. Regulatory landscape In addition to the uneven economic conditions in 2015, the insurance industry continues to deal with an evolving regulatory landscape and a multitude of initiatives. Many of these initiatives began in response to the financial crisis over eight years ago and were focused on the broader financial services industry. Within the insurance industry, we continue to see changes in supervisory structures, new global group supervision and capital standards and a focus on the reduction of ‘systemic risk’. More recently, with the release of a US Department of Labor (DOL) proposal to introduce new fiduciary obligations for distributors of investment products to holders of regulated accounts, the industry is now dealing with a regulatory initiative that will significantly impact the delivery of advice to our customers. The rules related to this proposal are not yet final, but as a leader in the industry, we have spent many hours with a wide variety of stakeholders to highlight the issues and to ensure that lawmakers and regulators understand the impact of what is proposed and the consequences it will have on various segments of the retirement market. Jackson has a good track record of navigating and, at times, benefiting from changes in the regulatory environment. This remains our mindset as we work to meet the needs of all of our stakeholders. Competitive landscape We continue to see significant changes across the competitive landscape as well. Sales in the annuity industry were down approximately 2 per cent5 comparing third quarter year-to-date 2015 (latest available data) against third quarter year-to-date and total industry variable annuity sales were down approximately 4 per cent5. These results partially reflect the headwinds the industry faced in 2015, including market volatility and unknown regulatory outcomes. vin g s, h a S e a l t h and pro t e c t i o n As ia Significant protection gap and investment needs of the middle class s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s 25 ‘Jackson continues its long-term disciplined approach to our business, with a sharp focus on aligning the needs of our stakeholders. This disciplined approach has enabled us to manage successfully volatile macroeconomic conditions, and drive consistently positive outcomes even in the midst of unsteady financial markets. Jackson’s mission is important. We provide financial security to our customers with products and services designed to support them into and through retirement. Our strategy remains focused on providing a strong proposition to our customers and value creation for our shareholders.’ Barry Stowe Chairman and Chief Executive Officer, North America Business Unit Our strategy Prudential’s strategy in the US is well established and continues to focus on: — Capitalising on baby boomer retirement opportunities; — Maintaining a balanced product suite throughout the economic cycle; — Streamlining operating platforms, driving further operational efficiencies; and — Conservative, economic based approach to pricing and risk management. Our strategy page 14 www.jackson.com 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCompetitors continued to make product changes across many segments and we noted competitors evolving across product categories. In 2015, we saw more competitors join the fixed-index annuities space. In many cases they offered living benefits on their products in an attempt to compete with variable annuities. In addition, some insurers have made changes to the fund platforms within their variable annuity products, requiring managed volatility funds with a living benefit guarantee which purportedly protect annuity customers from downside market risks. There are now 17 Investment Only Variable Annuity (IOVA) products that compete directly with Elite Access, our variable annuity product with no guarantee benefits. The majority of those competitors have added guaranteed benefits to the IOVA products. Elite Access still commands a significant market share with sales of £3.1 billion in 2015. Despite positive demographic trends and the needs of retirees, these competitive activities, market volatility and regulatory headwinds have impacted the industry, and further market share adjustments have resulted as customers and distributors seek insurers like Jackson that offer consistency, stability and financial strength. What we do and how we do it Long-term perspective Jackson’s long-term strategy is focused on profitable growth opportunities created by the demand for retirement income and accumulation products in the world’s largest retirement market. We take a disciplined approach by leveraging our distinctive distribution capabilities and asset liability management expertise to offer prudently priced annuity products aligned with our risk appetite. There continues to be strong consumer demand for our products. We continue to respond to this demand with product innovation and distribution strategies that meet the needs of a growing retirement population while generating shareholder value. With a long-term focus on balancing the needs of multiple stakeholders, Jackson has forged a solid reputation and built strong relationships based upon its financial stability, innovative and creative products and market-leading adviser support. Our relentless pursuit of excellence has earned us a leading position in the industry. Creative product development Jackson develops and distributes products that address the retirement needs of our customers through various market cycles. These products include variable annuities, fixed annuities and fixed index annuities. Among the main attractions of a variable annuity product is the optional lifetime guarantee, where customers can access a stream of payments with downside protection while still being able to invest in a broad range of assets, as well as the benefit of tax deferral on the investment growth within the product. The breadth of our product offering, strength of our distribution relationships and our ability to maintain financial stability through the crisis and remain as a consistent presence within the market, has resulted in Jackson being the number one5 writer of variable annuities in the US. Additionally, Jackson’s success with the development, launch and execution of Elite Access demonstrates the depth and strength of our creative and distribution capabilities in the industry. We now command a leading position in a market we were not operating in prior to 2012. Elite Access is the third best-selling variable annuity product in the US6. As of third quarter of 2015, Jackson offers three of the top 10 best-selling variable annuity products across the industry6. The strength of our product development capabilities continues to support the diversification of our product mix, with the sale of variable annuities with living benefit guarantees remaining in line with our risk appetite in 2015. As expected, in the current historically low interest rate environment, variable annuities continue to outsell fixed rate products. While sales of fixed annuities have been lower in recent years, fixed index annuities increased 15 per cent from 2014. These products still make up a significant portion of our balance sheet and earnings. Jackson stopped selling traditional life insurance products in 2012; however, we continue to look for opportunistic ‘bolt-on’ acquisitions to further diversify our earnings and balance sheet risks. In the past, these disciplined acquisitions have shaped Jackson’s earnings while helping to diversify Jackson’s overall risk profile. We continue to balance proactively value, volume, capital and balance sheet strength across our suite of product offerings, which allows us to compete effectively throughout the economic cycle. Our customers in focus Grandparents Joanne and Charlie (68 and 69) are both semi-retired, and live in the Dallas-Fort Worth area. They own a Jackson annuity contract. ‘After weathering the storm in 2000 and watching our portfolio take another hit during the crisis in 2008, Charlie and I decided that we couldn’t go through that agony for a third time. After listening to our story, our wonderful financial professional, being the excellent teacher that he is, introduced us to annuities, explaining that these products offered guaranteed income for life, the opportunity for growth over our lifetime, and that our children could even benefit from the products as our heirs. It’s very clear that our financial professional cares about us, so we took his advice, and honestly we could not be happier. Our annuity has worked exactly as he described it, and Charlie and I agree that it’s the very best product for us.’ Jackson is a leading provider of retirement solutions for industry professionals and their clients. The Company offers a diverse range of products including variable, fixed and fixed index annuities designed for tax-efficient accumulation and distribution of retirement income for retail customers, and fixed income products for institutional investors.8 26 Prudential plc Annual Report 2015 www.prudential.co.ukOur businesses and their performance continuedHigh-quality information technology systems are critical for providing award- winning customer service. We leverage technology to enhance processing quality and reduce the time required to process new business and commissions. The flexibility of our information technology systems contributes to our ability to manufacture, distribute and service an unbundled product design unique to the industry. The focus on our operational platforms, and the efficiencies achieved as a result, has provided us with among the lowest general and administration expense to asset ratio relative to competitors. Disciplined risk management Jackson operates within a well-defined risk framework aligned with the overall Prudential Group risk appetite. The type and number of products we sell remains balanced. Our conservative and disciplined economic approach to pricing is designed to achieve both adequate returns on our products and sufficient resources to support our hedging programme. Our hedge philosophy has not changed in 2015. Jackson is able to aggregate financial risks across the Company, obtain a unified view of our risk positions, and actively manage net risks through an economically based hedging programme. A key element of our core strategy is to protect the Company from severe economic scenarios while maintaining adequate regulatory capital. We benefit from the fact that the competitive environment continues to favour companies with robust financial strength and a demonstrated track record of financial discipline, both key elements of our long-term strategy. Strength of distribution Our distribution teams set us apart from our competitors. Jackson’s wholesaling force is the largest in the industry, supporting thousands of advisers across multiple channels and distribution outlets. Our wholesalers provide extensive training to these advisers. In 2015, we led the industry with the highest level of sales efficiency, with gross sales per wholesaler 32 per cent higher than the nearest competitor. National Planning Holdings, an affiliate of Jackson, is the sixth7 largest independent broker-dealer network in the US. Leveraging the collective strength of the four broker-dealers within the network, National Planning Holdings is able to meet the specific needs of three key distribution channels: independent representatives, financial institutions, and tax and accounting professionals. We offer registered representatives and investment advisers access to industry-leading mutual fund/asset management companies, insurance carriers, and to thousands of brokerage products. National Planning Holdings provides significant benefits for Jackson by offering Jackson products and providing market intelligence. The strength and flexibility of this network will give us distinct advantages as we continue to manage through the pending US Department of Labor fiduciary proposal which, as it is drafted today, will have a direct impact on the distribution of annuities in the future. Efficient operations We support our industry-leading product development and distribution teams with award-winning customer service. Jackson was awarded by Service Quality Measurement Group, Inc. World Class Certification in customer satisfaction and received the Highest Customer Satisfaction by Industry award, achieving the top rating for the financial industry for the tenth consecutive year. Notes 1 The 2015 EEV results of the Group are presented on a post-tax basis and, accordingly, prior years’ results are shown on a comparable basis. 2 LIMRA, Annuity US Individual Annuities Survey Participant’s Report (Q3 2015). 3 US Census Bureau. 4 Bureau of Labor Statistics, US Department of Labor. 5 LIMRA/Secure Retirement Institute, US Individual Annuities Sales Survey (Q3 2015). Jackson is ranked first in total Variable Annuities sales out of 44 participating companies in LIMRA’s quarterly survey as of 3Q YTD 2015. 6 ©2015 Morningstar Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Morningstar Annuity Research Center 3QYTD15 variable annuity sales by contract. 7 Paikert, C. (2015). New Paths to Scale. Financial Planning. June 2015. 8 Any investors should note that the value of investments, and the income from them, will fluctuate, which will cause fund prices to fall as well as rise and they may not get back the original amount they invested. The customers’ circumstances and views are specific to them and should not be taken as a recommendation, advice or forecast. 27 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur businesses and their performance continued United Kingdom Insurance and investments Serving the savings and retirement needs of the ageing population in the UK Performance highlights — Robust sales performance in challenging ‘pension freedom’ environment — Named Company of the Year for excellence in service2 — Retained two Five Star ratings for excellent service2, achieved for fifth consecutive year — Best Investment Service and Best Investment Bond Provider 20153 — Diversified distribution model focusing on intermediaries, Prudential Financial Planning (our direct advice service) and individual customers via mail, email and telephone New business profit1 £m IFRS operating profit £m 241 30 211 237 24 213 195 19 176 318 117 201 259* 105 154* 1,195 89 1,106 723 23 700 736 31 705 735 25 710 753* 105 648* 2011 2012 Wholesale Retail 2013 2014 2015 2011 2012 Wholesale Retail 2013 2014 2015 *Adjusted to exclude results of PruHealth and PruProtect *Adjusted to exclude results of PruHealth and PruProtect Net cash remittances £m Inherited estate £bn — Significant investment to develop digital 297 313 distribution capabilities 355 325 331 7.0 6.1 8.0 7.2 7.6* — Launch of PruFund range within ISA wrapper drives further strong performance of with-profits offering — Implementation of ‘pension freedom’ drives product innovation to meet changing face of UK retirement market 28 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 * Representing Solvency II own funds of the UK with-profits funds Prudential plc Annual Report 2015 www.prudential.co.uk Prudential is well placed in this evolving marketplace. This is evident in our new business profile relative to a few years ago. Where once bonds and annuities were the dominant components of new business, since the emergence of greater post-pension freedoms we have been writing more bond, ISA, pension saving and income drawdown business, and a significantly lower volume of annuity business, giving a better balance to our business portfolio. What we do and how we do it Valuable customer franchise For over 167 years Prudential has been providing financial security to generations of UK customers through an unwavering focus on long-term value as evidenced by our longevity experience, multi-asset investment capabilities and our financial strength. Such attributes are highly sought after today by customers adjusting to pension freedoms and by financial advisers who require a brand they can trust to help secure dependable incomes in retirement for their clients. Our inherent brand strength, in combination with our range of market-leading with-profits and retirement income products, resonate more strongly than ever with customers and distributors. This is driving significant demand for our differentiated and market-leading retirement solutions. Market overview A period of fundamental change and opportunity The UK is the world’s fifth largest retail investment market. Wealth is concentrated in the 50+ age group, with the younger generation of savers being typically less well-funded. In our target over-50 demographic, the population growth rate is almost double the growth rate of the UK population as a whole, and while the introduction of pension freedom reforms in April 2015 has fundamentally changed the way in which individuals can access their savings to help fund their income in retirement, the need to accumulate savings remains unchanged. These radical changes, when combined with our trusted brand and product capabilities, provide new and significant opportunities for the profitable and capital efficient growth of our business in the UK. The new regulatory rule book When compared to 2012, the UK pensions industry today is almost unrecognisable. Three years of unprecedented regulatory change has resulted in a structural marketplace shift in how customers view retirement, with consumers being given greater flexibility to access their pension savings in retirement. Customers are engaging more frequently with their providers and the demand for financial advice and guidance is increasing. Those companies that are well known, financially strong and create products and services to match the pension freedom needs and expectations of customers will prosper. vin g s, h a S e a l t h and pro t e c t i o n As ia Significant protection gap and investment needs of the middle class s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s 29 ‘The regulatory and government interventions we continued to witness in 2015 will benefit the well known, financially strong firms, such as Prudential, as more transparency and competition comes to the sector. This changing environment creates opportunities that play to our strengths – great investment performance, access to a true multi-asset fund and a customer return less impacted by market fluctuations.’ John Foley Chief Executive Prudential UK & Europe Our strategy Prudential UK & Europe is a well established provider of retirement income and investment solutions with a focus on helping customers achieve their long-term investment goals. Its distinct competitive advantage in with-profits and longevity management continues to provide market-leading returns to customers over the long term. Using this core capability it is attracting new customers with a range of new products designed to meet their retirement income and savings needs in a post-pension freedom market. By optimising its in-force business and focusing on the areas of the market where it has a distinct competitive advantage, Prudential continues to deliver sustainable cash flows for the Group and its shareholders. Our strategy page 14 www.pru.co.uk 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcWe continue to focus on meeting customer needs through the following actions: Financial Planning partners, or by telephone and increasingly online; — Providing products and retirement solutions perfectly tailored to help customers take advantage of the new pension freedoms; — Broadening the ways in which customers can do business with us through financial adviser intermediaries, providing advice to customers in their homes through our 250 Prudential — Investing in technology that enables customers to engage more flexibly with us online; — Enhancing access to our market-leading PruFund investment range through an ISA wrapper; — Introducing income drawdown specifically designed for the pension freedoms market; and Focused participation in two distinct segments — Consistently committing to customer service improvement, which was recognised at the 2015 Financial Adviser Service Awards where we received the accolade of Company of the Year for the first time, while also retaining our two Five Star ratings in the Life & Pensions and Investment categories for the fifth consecutive year. Retail growth Grow differentiated proposition and distribution Cash and in-force optimisation Improve, re-shape, optimise Segment features — Mutual value creation for customers and shareholders — Diversification of product base using core capabilities — Long-term savings and retirement focus — Significant ongoing value to be managed — Opportunity to improve customer service and retention — Optimise costs Pru competitive capabilities — Investment record; asset side scale — Complementary intermediary and owned — Strength of customer base; direct capability — Long track record of managing longevity distribution; retail brand Aims ‘UK’s leading provider of investment solutions’ ‘Well-managed back book underpinning future profit delivery’ Capital-lite, profitable growth Customer outcome delivery Long-term cash generation PruFund investment performance* 80% 60% 40% 20% 0% PruFund growth +83% ABI fund comparator +37% -20% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 PruFund growth ABI fund comparator * ABI Mixed Investment 20%-60% Shares TR; performance from 31 December 2005 to 31 December 2015 Strong investment track record, product capabilities and customer outcomes Prudential is a leader in its chosen markets, benefiting from a strong investment track record, a financially strong with-profits fund and a recognised reputation for developing innovative products. Over the long term our with-profits fund has continued to perform strongly. Over a period spanning nearly 20 years, our asset share fund has outperformed the median investment return of our peer group by an average of just over 100 basis points per annum. Our with-profits, or PruFund, platform gives us the ability to create products perfectly tailored for the customers of the pension freedoms world. In the past year we have made two significant enhancements that have broadened access to our proposition: making PruFund available through an ISA wrapper and through a drawdown product. 30 Prudential plc Annual Report 2015 www.prudential.co.ukOur businesses and their performance continuedheaven”, the monies in the fund will pass on to my wife and then on to our children.’ Prudential UK’s PruFund4 offers customers the potential for growth alongside a degree of security against losing money. With its market-leading multi-asset fund offering, Prudential UK provides access to our fund management expertise. Our innovative funds spread risk through investing in many different assets, employ a smoothing process that offers potential growth in the value of the funds while helping to manage short-term volatility, and provide a range of guarantee options to tie in with customers’ future needs. our most significant route to market in the UK with sales growth of 52 per cent over the same period in 2014 being achieved by our intermediary sales teams. Sales generated by Prudential Financial Planning increased by 77 per cent. The expertise and capability within our Retail Voice telephony team is ideally suited to supporting developments of our direct to consumer franchise and is complementary to the services of Prudential Financial Planning. Our business in Poland has established a strong customer franchise, growing steadily since launching in 2013. Headquartered in Warsaw, the business now has 18 branches across the country and 597 financial planning consultants. Its success demonstrates our ability to build a new business franchise by applying our existing product and distribution expertise to a new market. Prudential UK & Europe has well established franchise in its chosen markets which continues to drive strong growth and ongoing product demand among customers. The business is focused on delivering retail growth and the optimisation of in-force business. It will continue to develop retirement solutions based on the market-leading and differentiated PruFund range. Developments will be underpinned by the latest technology including the introduction of a new policy administration system to support the launch of a retirement account specifically designed for the post-pension freedom marketplace. Mike retired in 2014, and was introduced to the Prudential Flexible Retirement and Flexible Drawdown Plan by Prudential Financial Planning. ‘The PruFund range has allowed me to look forward to my retirement with total confidence. I was introduced to the Prudential Flexible Retirement and Flexible Drawdown Plan, and discovered that this gave me much more control over my financial planning over the coming years; I was able to consolidate all my pensions into one “pot” and the fund should grow modestly while still allowing a comfortable lifestyle. I am able to adjust my pension up or down depending on my circumstances, and also take a lump sum if needed. And the real bonus is that when I do head up the ”stairway to Our competitive strength in these areas combined with our product suite continues to attract new customers seeking protection from the impact of volatile market conditions. Importantly for customers, our PruFund range provides smoothing in a volatile and uncertain investment environment. The strength of the proposition is reflected in the consistent growth we have experienced, both in terms of the number of customers invested and the assets under management. PruFund comprises a range of different funds, with or without explicit guarantees, and a range of ‘risk-rated’ fund options. We meet a wide range of customer needs by providing access to PruFund through a variety of tax or product wrappers, namely ISAs, bonds, pensions and drawdown. In Corporate Pensions, we continue to focus on securing new members and incremental business from our current portfolio of customers and on additional voluntary contribution plans within the public sector, where Prudential is the market leader, providing schemes for 73 of the 101 public sector authorities in the UK. Our approach to bulk annuity transactions in the UK continues to be one of disciplined participation, focusing on those opportunities where we can bring both significant value to our customers and meet our shareholder return requirements. In 2015 we completed four transactions at the higher end of the market, generating sales in excess of £1.5 billion. Broad distribution Our diversified distribution model, focused on both third-party financial advisers and the individual customer through a direct non-advised channel and our own financial planning arm Prudential Financial Planning, has been central to the increase in retail business written in 2015. Distribution through financial advisers continues to be Our customers in focus Notes 1 The 2014 EEV results of the Group are presented on a post-tax basis and, accordingly, prior years’ results are shown on a comparable basis. 2 Financial Adviser Services Awards. 3 Moneyfacts Life and Pensions Awards 2015. 4 Any investors should note that the value of investments, and the income from them, will fluctuate, which will cause fund prices to fall as well as rise and they may not get back the original amount they invested. The customers’ circumstances and views are specific to them and should not be taken as a recommendation, advice or forecast. 31 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur businesses and their performance continued United Kingdom Asset management Serving both retail and institutional investors’ needs through a conviction-led and long-term approach to investing Performance highlights — Retail external funds under management of £60.8 billion — 5 per cent growth in institutional business to £65 billion under management — 2015 profits of £442 million — Recognised for its investment expertise with awards across nearly all its asset categories in 2015, including Investment Manager of the Year at the European Pension Awards M&G external net flows £bn M&G external funds under management £bn 16.9 9.0* 7.9 4.4 0.5 3.9 9.5 2.1 7.4 7.1 0.4 6.7 2011 2012 2013 2014 Institutional Retail * Including £7.6 billion single mandate 137 63 74 126 59 67 126 65 61 112 57 55 92 48 44 2011 2012 2013 2014 2015 Institutional Retail 3.9 (10.9) (7.0) 2015 Net cash remittances £m IFRS operating profit1 £m 213 206 235 301 320 285 302 446 442 395 32 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Prudential plc Annual Report 2015 www.prudential.co.uk Market overview The European asset management market is the second largest in the world with net assets of ¤12.6 trillion2. Demand for asset management services is expected to continue to grow as governments and employers increasingly pass the responsibility for retirement planning and other long-term savings to individuals. Asset managers with records of strong investment returns and a high level of client service are in a good position to attract flows of new money. The UK asset management industry, M&G’s core market, is the second largest national market in the world with £870.7 billion3 of assets and is a global centre of excellence for investment management and a major source of long-term funding for the UK economy. M&G manages money on behalf of retail and institutional investors, and Prudential UK’s funds. Market backdrop over the past year The global economy in 2015 was dominated by three factors: fears of an economic slowdown in China, which led to the Chinese stock market crash in August; the continued decline in global commodity prices; and a strong US dollar. While commodity-exporting emerging markets and currencies suffered during 2015, the US dollar strengthened in anticipation of a rise in the federal funds rate, further bolstered by investors seeking a safe haven during heightened geopolitical tensions. Despite signs of economic recovery in developed countries, 2015 saw heightened market volatility across most asset classes and regions. In Europe, investors shifted away from fixed income and equities towards mixed asset funds and cash, accompanied by a significant increase in funds flowing to exchange traded funds. Net sales of UK-domiciled mutual funds were £17.0 billion3 during 2015, with annual net outflows of £4.7 billion3 from the fixed income asset class by itself, although property and money market funds held up well. What we do and how we do it M&G has been managing money on behalf of third-party investors for more than 80 years. We believe our active approach to investment – selecting investments on a conviction basis rather than following a market index – produces superior returns for our customers over the longer term. We offer our customers the ability to invest in a diverse range of assets; not only equities and fixed income but also unlisted investments such as property, direct lending, infrastructure and private equity. M&G is one of the UK’s largest real estate investors, with a property portfolio of £23.4 billion at 31 December 2015, and is the third largest private debt lender in the world. M&G operates a range of UK-domiciled retail funds which are now distributed in 15 markets across Europe and Asia. At the end of 2015 clients outside the UK account for 41 per cent of our retail assets under management. In the institutional market, M&G provides a range of strategies that help pension funds, sovereign wealth funds and other large institutional investors match liabilities and achieve growth targets. Some of these strategies were developed originally for Prudential’s insurance funds. vin g s, h a S e a l t h and pro t e c t i o n As ia Significant protection gap and investment needs of the middle class s g n i v a S US Transition of baby boomers into retirement Self-reliant global middle class UK Savings gap and ageing population in need of returns and income S a v i n g s 33 ‘After a period of exceptional growth M&G had a more challenging year, with retail redemptions due in part to continuation of a market-wide change in investor sentiment away from fixed-income. Our track record of innovation in institutional business combined with asset class diversification helped deliver capital efficient profits and cash generation for the Group.’ Michael McLintock Chief Executive Officer, M&G Our strategy M&G manages the investments of individuals, institutions and the UK policyholders of Prudential funds. Its aim is to help these customers to meet their financial goals through long-term active investment management across a diversified range of asset classes. Innovation and independence of thought are prized at M&G in the belief that these are the factors that lead to superior, sustainable returns for its clients over the longer term. A record of strong investment returns attracts clients and assets, and the resulting management fees continue to generate strong cash flows for Prudential’s shareholders. Our strategy page 14 www.mandg.co.uk 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcM&G’s retail market position Retail fund markets are highly fragmented, with no single company dominating. This reflects the competitive nature of the business and the multiplicity of providers. Retail clients favour pooled funds such as open-ended investment companies which they buy directly from M&G or more typically through an intermediary such as an independent financial adviser or discretionary fund manager. By total UK assets under management, M&G is the second largest retail fund manager with £35.7 billion of assets under management, equivalent to a market share of 6.8 per cent3. In Europe, where M&G has distributed funds since 2002, it has over £23.5 billion of assets under management and a market share of 0.4 per cent4. M&G’s institutional market position Institutional clients require investment strategies that help them meet future outgoings, from a pension scheme making payments to retired employees to a sovereign wealth fund that finances schools, transport and other infrastructure developments. M&G’s ability to design and commercialise investment strategies for such clients is founded on the quality of its people and their acknowledged expertise in the world’s credit and real estate markets. Many of the innovative strategies developed for today’s institutional clients are long-term, illiquid investments – from infrastructure and housing to solar parks and corporate lending. Such investments often require a client to sign up for multiple years, creating long-term stability and security in the yields received by the client and the fees received by M&G. Our institutional fixed income clients include some of the UK’s largest pension M&G funds under management £bn 228 116 57 55 244 118 59 67 201 109 48 44 264 127 63 74 246 120 65 61 2011 2012 2013 2014 2015 Internal* Institutional Retail *Invested by Prudential’s insurance funds funds, 51 UK local authority pension schemes and a number of sovereign wealth funds. M&G Real Estate is one of the world’s largest international property investors enabling clients to access a wide range of investment opportunities in real estate across all the major sectors in the UK, Europe and Asia. People Our investment edge is our people. We employ more than 2,000 people operating from offices across Europe, Asia and in southern Africa. We take pride in attracting, developing and retaining people of the highest calibre. In return, they are committed to working with us to meet the long-term needs of our customers. Our investment teams are primarily based in our headquarters in London, where they benefit from the provision of high quality support staff and investment infrastructure: from analysts and dealers to operations, risk and compliance. Reflecting the need for local expertise in real estate, we also have specialist real estate teams in Paris, Frankfurt, Luxembourg, Singapore, Seoul and Tokyo in addition to those in London. Meeting customers’ needs A committed focus on long-term investment returns means that the interests of M&G and its customers are aligned, whether clients are individual savers, institutional investors or the funds of Prudential’s insurance operations. M&G has a strong investment brand, built over decades and based on a reputation for honesty, innovation and a commitment to building long-term wealth for our investors. We aim to put our customers at the heart of everything we do and seek to be a trusted partner for all of our clients. Investment expertise M&G’s investment expertise spans all the principal asset classes – equities, fixed income, multi-asset and real estate – so that we can always offer investment solutions to our clients as market conditions and investor sentiment change. Equities: Our fund managers have the freedom to develop their own investment approaches. Their main strength lies in stock selection, focusing on fundamental company analysis. M&G’s size and standing enables our fund managers to develop an effective dialogue with the management teams of the companies in which they invest. Fixed income: M&G is one of Europe’s largest fixed income investors. Our fund managers benefit from one of the region’s largest and most experienced in-house credit research teams, whose knowledge covers the full range of fixed income investment, from the management of Our customers in focus lifestyle throughout retirement. To spread his risk across geographies, asset classes and fund strategies, Ian holds shares in the M&G Property Portfolio (which mainly invests in commercial properties in the UK) and in a broad mix of equity funds invested in the UK, Europe, North America and Asia6. Ian retired at 55, and now has more time to spend doing what matters to him and his wife Sue, which includes managing their money. ‘My job now is to get the best possible return on our savings and investments and I like to keep up to date with the latest financial developments and look for good investment opportunities. Diversification is key to my investment strategy and the wide range of funds available from M&G allows me to achieve this.’ Like many M&G direct customers, Ian prefers to invest in ‘income’ shares of M&G mutual funds, which pay out income regularly to help support his 34 Prudential plc Annual Report 2015 www.prudential.co.ukOur businesses and their performance continued Diversification M&G has pursued business diversification across: — Asset class: expertise across equities, fixed income, real estate and multi-asset strategies; — Client type: retail customers and institutional clients including pension funds, sovereign wealth funds, and Prudential’s own long-term insurance funds; — Investment strategy: over 60 pooled retail funds covering domestic, global and emerging market strategies, 14 of which have funds under management of over £1 billion, up from 13 in 2014. Institutional clients benefit from a wide-range of pooled and/or segregated fixed income, equity and real estate strategies; and — Countries. sovereign debt and public corporate bond portfolios through to private debt such as leveraged finance, real estate finance, direct lending and infrastructure. In a ranking of global private debt managers for 2015, M&G ranked third, with a book of over £20.7 billion5. Multi-asset: M&G’s Multi-Asset team, the Macro Investment Business, is responsible for the management of a range of funds for retail investors and segregated accounts for institutional clients. The team applies a top-down ‘macro’ approach, with a strong valuation framework, which can be applied across markets and regions in many market conditions. Real estate: M&G Real Estate is a leading global property investor and manager covering all major real estate sectors including business space, retail and leisure, residential and alternatives sectors. We actively manage our assets, drawing on our long heritage of expertise and knowledge and our extensive network of contacts. This approach enables the business to identify and capitalise on attractive investment opportunities. We also have a track record of identifying and exploiting real estate development opportunities and for the successful delivery of projects. M&G concluded 2015 with £4.2 billion of global property transactions. This included £2.6 billion of acquisitions with an average deal size of £56 million. A history of innovation Since launching the UK’s first open-ended fund in 1931, we have brought a succession of new investment strategies to the retail and institutional markets. In combination with this tradition of innovative investment thinking, M&G has a proven ability to convert ideas into products that meet our clients’ needs and attract significant fund flows. It is these two qualities in combination that make M&G distinctive. M&G saw healthy inflows to its ranges of retail multi-asset funds in 2015, as investors sought flexibility and stability in times of low yields and economic and political uncertainty. During the year, M&G launched a third fund in its popular European multi-asset range, the M&G Prudent Allocation Fund. In the institutional market, pension funds, sovereign wealth funds and other large clients require stable, long-term cash flows that help meet their liabilities. Our reputation for innovation in the institutional market continues to grow, with M&G at the forefront of a number of specialist fixed income markets, including leveraged finance and infrastructure investment. The consistency of our institutional investment returns helped earn M&G the prestigious 2015 Financial News Institutional Asset Management Awards for Infrastructure Manager of the Year for our infrastructure investment arm, Infracapital. Notes 1 Excludes Prudential Capital. 2 Based on data as at Q4 2015. European Fund & Asset Management Association (published on 22 February 2016). Source: Investment Association, 31 December 2015. 3 4 Lipper FMI FundFile, 31 December 2015, based on Europe ex. UK and International region. M&G data sourced internally. 5 Private Debt Investor figures based on amount of capital raised over the last five years for discrete private debt strategies. 6 Any investors should note that the value of investments, and the income from them, will fluctuate, which will cause fund prices to fall as well as rise and they may not get back the original amount they invested. The customers’ circumstances and views are specific to them and should not be taken as a recommendation, advice or forecast. 35 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcChief Financial Officer’s report on our 2015 financial performance Delivering a strong financial performance across our ‘growth and cash’ metrics Performance highlights IFRS operating profit £m EEV operating profit £m CAGR +20% 4,007 2,954 3,186 2,520 2,017 2,868 2,937 3,174 CAGR +14% 4,881 4,096 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Group free surplus generation £m Business unit remittances £m CAGR +11% 3,050 CAGR +9% 1,625 1,482 1,341 1,105 1,200 2,462 2,579 1,982 2,080 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Measuring our performance page 16 Cash p l u s t i o n r u e r a Fre e s ge n In-forc e E a r n i n g s s e c n a t t i m e r s t i n u s s e n i s u h s B a c Long-term sustainable value N e w b u s i n e s s Fin a n ancing d liquidity n c y p it al S o l v c e a Capital ‘The Group’s financial performance and its resilience increasingly benefits from ongoing improvement in the quality of our income delivered through stronger growth in non-interest sensitive sources and from the balance of profit and cash across different geographies, currencies, products and distribution channels.’ Nic Nicandrou Chief Financial Officer Prudential aims to have clarity and consistency in the performance indicators that drive our businesses. Alongside this, we develop our financial disclosures to enable our external stakeholders to fairly assess our long-term performance. We have three objectives: — To demonstrate how we generate profits; — To show how we think about capital allocation; and — To highlight the cash generation of our business. 36 Prudential plc Annual Report 2015 www.prudential.co.uk IFRS operating profit £4,007m 22% increase on 2014 During 2015, investment markets have remained volatile, reflecting growing concerns on the outlook for global growth, the consequences of monetary policy actions and unease caused by the steep decline in commodities prices. The fourth quarter in particular saw weakening equity markets and widening credit spreads across most of the major global economies. Although we have taken steps to reduce the investment market sensitivity of our earnings and balance sheet in recent years, we remain significant long-term holders of financial assets. Short-term fluctuations in the value of these assets are reported outside the operating result, which is based on longer-term investment return assumptions. Currency values in the countries in which we operate have also fluctuated in the course of 2015. As a significant proportion of our earnings and capital are US dollar denominated, the weaker sterling benefited our reported results, shareholders’ equity and solvency. However, for the purposes of evaluating the financial performance of our businesses outside the UK, unless otherwise stated, we continue to present growth rates before the impact of currency movements, as this gives a more meaningful assessment of underlying performance trends. 2015 has been another year of progress, delivering a strong financial performance across our ‘growth and cash’ metrics of new business profit, IFRS operating profit and operating free surplus generation. This performance was broad-based with strong contributions from our principal business operations. The Group’s financial performance and its resilience increasingly benefits from ongoing improvement in the quality of our income delivered through stronger growth in non-interest-sensitive sources and from the balance of profit and cash across different geographies, currencies, products and distribution channels. Prudential’s balance sheet remains conservatively positioned, our Group solvency under the Insurance Groups Directive (IGD) is robust and our Solvency II outcome, following approval by the Prudential Regulation Authority of our internal model in December 2015, underscores the strength and resilience of the Group’s capital position. The key financial highlights of 2015 (on a constant exchange rate basis) were: — Group IFRS operating profit was 22 per cent higher at £4,007 million. — Group profit before tax attributable to shareholders on an IFRS basis increased 19 per cent to £3,148 million, including the financial impact of short-term movements in investment values and other items reported outside the operating result. — Underlying free surplus generation1 (net of investment in new business) rose by 15 per cent to £3,050 million. — On the European Embedded Value (EEV) basis of reporting performance, new business profit increased 20 per cent2 to £2,617 million, contributing to EEV operating profit of £4,881 million, up 16 per cent. — EEV basis shareholders’ funds at 31 December 2015 increased to £32.4 billion, 11 per cent higher than the previous year end on an actual exchange rate basis. EEV new business profit £2,617m 20% increase on 2014 Measuring our performance page 16 37 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcIFRS profit Operating profit before tax Long-term business: Asia US UK2 Long-term business operating profit2 UK general insurance commission Asset management business: M&G Prudential Capital Eastspring Investments US Other income and expenditure3 Results of the sold PruHealth and PruProtect business Total operating profit based on longer-term investment returns Short-term fluctuations in investment returns: Insurance operations Other operations Other non-operating items3 Profit before tax attributable to shareholders Tax charge attributable to shareholders’ returns Profit for the year attributable to shareholders IFRS earnings per share Actual exchange rate Constant exchange rate 2015 £m 2014 £m Change % 2014 £m Change % 1,209 1,691 1,167 4,067 28 442 19 115 11 (675) – 1,050 1,431 729 3,210 24 446 42 90 12 (661) 23 15 18 60 27 17 (1) (55) 28 (8) (2) (100) 1,040 1,543 729 3,312 24 446 42 91 13 (661) 23 4,007 3,186 26 3,290 (663) (74) (737) (122) 3,148 (569) 2,579 (461) (113) (574) 2 2,614 (398) 2,216 (44) 35 (28) n/a 20 (43) 16 (537) (113) (650) (4) 2,636 (396) 2,240 16 10 60 23 17 (1) (55) 26 (15) (2) (100) 22 (23) 35 (13) n/a 19 (44) 15 Basic earnings per share based on operating profit after tax Basic earnings per share based on total profit after tax 125.8 101.0 96.6 86.9 30 16 99.5 87.9 26 15 Actual exchange rate Constant exchange rate 2015 pence 2014 pence Change % 2014 pence Change % Note B1: Analysis of performance by segment page 155 and Note B6: Earnings per share page 177 IFRS operating profit Total IFRS operating profit increased by 22 per cent to £4,007 million in 2015, driven by improved performance in our life operations in Asia, the US and the UK. — Asia total operating profit of £1,324 million was 17 per cent higher than the previous year (16 per cent on an actual exchange rate basis), with strong growth in both life insurance and Eastspring Investments, our Asia-based asset management business. — US total operating profit at £1,702 million increased by 9 per cent (18 per cent on an actual exchange rate basis), driven by higher fee income from growth in Jackson’s separate account asset base. — UK total operating profit was 59 per cent2 higher at £1,195 million, driven by our focused approach on active management of our in-force portfolio and the positive impact of specific management actions taken to position the balance sheet more efficiently under the new Solvency II regime. — M&G operating profit (excluding Prudential Capital) at £442 million was in line with 2014, with action on costs mitigating the impact of lower revenues following a 7 per cent reduction in funds managed at end 2015. Life insurance operations: taken together, IFRS operating profit from our life insurance operations in Asia, the US and the UK increased 23 per cent2 to £4,067 million. This increase reflects the growth in the scale of these operations, driven primarily by positive business inflows. We track the progress that we make in growing our life insurance business by reference to the scale of our obligations to our customers, which are referred to in the financial statements as policyholder liabilities. Each year these liabilities increase as we collect premiums and decrease as we pay claims and policies mature. The overall scale of these policyholder liabilities is relevant in evaluating our profit potential, in that it reflects, for example, our ability to earn fees on the unit-linked element and it sizes the risk that we carry on the insurance element, for which Prudential needs to be compensated. 38 Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedShareholder-backed policyholder liabilities and net liability flows4 2015 £m Actual exchange rate Net liability flows5 Market and other movements 1,867 8,476 (2,694) (433) 3,691 509 At 31 December 2015 27,844 138,913 52,824 At 1 January 2014 21,931 107,411 50,779 7,649 3,767 219,581 180,121 2014 £m Actual exchange rate Net liability flows5 Market and other movements At 31 December 2014 1,937 8,263 (610) 9,590 2,542 11,072 4,840 26,410 126,746 55,009 18,454 208,165 At 1 January 2015 26,410 126,746 55,009 208,165 Asia US UK Total Group Note C4: Policyholder liabilities and unallocated surplus of with-profits funds page 219 Focusing on the business supported by shareholder capital, which generates the majority of the life profit, in the course of 2015 policyholder liabilities increased from £208.2 billion at the start of the year to £219.6 billion at 31 December 2015. The consistent addition of high-quality profitable new business and proactive management of the existing in-force portfolio underpins this increase, resulting in positive net flows4,5 into policyholder liabilities of £7.6 billion in 2015 driven by our US and Asia businesses. Net flows into our US business were £8.5 billion in 2015, reflecting continued success in attracting new variable annuity business. The consistency of our net flows into Asia is underpinned by our focus on recurring premium new business and strong customer retention. Across this business net liability flows continue to be positive at £1.9 billion. Net outflows in the UK are partly due to the impact of large investment only corporate pension schemes transfers combined with annuity payments that are no longer offset by new business inflows following the reduction in retail annuity sales. Positive foreign currency translation effects together with favourable investment market and other movements have contributed a further £3.8 billion to the increase in policyholder liabilities since the start of the year. Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver6 Actual exchange rate Constant exchange rate 2015 £m 2014 £m 2014 £m Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: Acquisition costs* Administration expenses DAC adjustments Expected return on shareholder assets Impact of specific management actions in second half of the year, ahead of Solvency II Operating profit based on longer-term investment returns Operating profit Average liability 1,157 73,511 1,896 125,380 314 106,749 1,759 1,911 (2,186) 5,607 (1,688) 206,423 340 225 3,728 339 4,067 Margin bps 157 151 29 Operating2 profit Average liability 1,131 67,252 1,618 110,955 298 101,290 1,418 1,721 Margin bps 168 146 29 Operating2 profit Average liability 1,189 69,628 1,726 116,507 299 101,653 1,464 1,708 (39)% (2,014) 4,627 (1,454) 186,049 (82) (44)% (2,077) 4,778 (1,505) 194,588 (78) Margin bps 171 148 29 (43)% (77) 277 215 3,210 – 3,210 292 216 3,312 – 3,312 * The ratio of acquisition costs is calculated as a percentage of APE sales including with-profits sales. Acquisition costs include only those relating to shareholder- backed business. Note 1a: Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver page 333 In 2015, we maintained our preference for higher-quality sources of income such as insurance margin and fee income. We favour insurance margin because it is relatively insensitive to the equity and interest rate cycle and prefer fee income to spread income because it is more capital-efficient. Insurance margin was up 20 per cent (24 per cent on an actual exchange rate basis) reflecting our strategic emphasis on growing our offering of risk products such as health and protection in Asia. Fee income was up 10 per cent (17 per cent on an actual exchange rate basis) primarily reflecting the growth in the level of assets that we manage on behalf of our customers, primarily in the US. In contrast, the contribution to our profits from spread income decreased by 3 per cent (increase 2 per cent on an actual exchange rate basis), primarily due to the effect of lower achieved yields in the US and a declining contribution from UK annuities. The fact that insurance margin and fee income generated a higher and growing proportion of our income represents a healthy evolution in the 39 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc quality, resilience and balance of our earnings. Our share of returns from with-profits operations was up 5 per cent, providing a stable and reliable source of income for both shareholders and customers invested in these funds. The total costs we have incurred in writing new business and administering the in-force life business also increased but at a more modest rate than total income, highlighting the advantages of increased scale as we build our business, while maintaining control of costs. In the second half of 2015 and ahead of securing Solvency II internal model approval, a number of specific management actions were taken by our UK life business to position the balance sheet more efficiently under the new regime. These actions included extending the reinsurance of longevity risk to cover £8.7 billion of annuity liabilities by the end of 2015 (end 2014: programme covered £2.3 billion of liabilities). It also included repositioning of the fixed income asset portfolio, increasing to 95 per cent the proportion that would benefit from the matching adjustment under Solvency II. The combined effect of these and other actions generated a £339 million IFRS operating profit in the second half of 2015 and is not expected to recur going forward. IFRS operating profit from our portfolio of life insurance operations in Asia was up 16 per cent to £1,209 million, driven by a 14 per cent increase in the contribution from the in-force business, reflecting both its larger scale and our regular premium health and protection-oriented product focus. Indonesia IFRS operating profit, our largest market on this measure, increased 21 per cent to £356 million, reflecting the addition of new savings and protection sales in the year to an already sizeable recurring premium in-force business. Hong Kong IFRS operating profit was 27 per cent higher at £150 million, mainly due to the increasing profit contribution from a growing customer base purchasing health and protection cover. Malaysia IFRS operating profit grew by 12 per cent to £120 million, reflecting a growing contribution from the in-force business. IFRS operating profit in Singapore declined 4 per cent to £204 million, the result of our deliberate decision to discontinue universal life sales as the returns of these products in the current interest rate environment are unattractive. We are also encouraged to see further progress among our fast- growing businesses in China, Thailand, the Philippines and Vietnam which collectively generated £220 million of Asia’s IFRS operating profit, up 28 per cent compared to the prior year, and now account for 18 per cent of the total life result compared to just 7 per cent only three years ago. In the US, life IFRS operating profit increased by 10 per cent to £1,691 million, primarily as a result of an 11 per cent increase in fee income, which is now Jackson’s main income source, and efficient management of costs. The uplift in fee income reflects the growth in average separate account assets from £78.1 billion in 2014 to £86.9 billion in 2015, equating to an increase of 11 per cent on a constant exchange rate basis (20 per cent on an actual exchange rate basis), driven by sizeable variable annuity net premium inflows. Contribution from insurance margin also increased by 10 per cent. Lower yields impacted the spread income which decreased by 6 per cent on a constant exchange rate basis. UK life IFRS operating profit was 60 per cent higher than 2014 at £1,167 million (2014: £729 million). New annuity business contributed £123 million (2014: £162 million) including £89 million (2014: £105 million) from the four bulk transactions completed in 2015. The balance of £1,044 million (2014: £567 million), reflects a robust level of profit from our core annuity in-force and with-profits business and includes a £339 million benefit from specific management actions taken in the second half of the year to position the balance sheet more efficiently under the new Solvency II regime. Of this amount, £170 million related to profit on longevity reinsurance transactions executed in the second half of the year, with a further £169 million reflecting the effect of repositioning the fixed income asset portfolio and other actions. The non-recurring nature of these actions and our reduced appetite for annuities post-Solvency II will mean that, going forward, IFRS earnings from our UK life business will be predominantly driven by the contribution from core annuity in-force and with-profits business. Asset management net inflows and external funds under management7 M&G Retail Institutional M&G Eastspring Investments8 Total asset management Total asset management (including MMF) External net inflows External funds under management Actual exchange rate Constant exchange rate Actual exchange rate 2015 £m 2014 £m Change % 2014 £m Change % 2015 £m 2014 £m Change % (10,858) 3,850 (7,008) 5,971 6,686 401 7,087 5,430 (1,037) 12,517 (262) 860 (199) 10 (108) 6,686 401 7,087 5,380 (262) 860 60,801 65,604 (199) 126,405 30,281 11 74,289 62,758 137,047 25,333 12,467 (108) 156,686 162,380 28 12,526 (100) 12,481 (100) 162,692 167,180 (18) 5 (8) 20 (4) (3) Note 1c: Analysis of asset management operating profit based on longer-term investment returns page 339 40 Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedAsset management: in 2015, our asset management businesses in the UK and Asia collectively increased their contribution to IFRS operating profit compared to the previous year. Similar to the trend observed in our life operations, asset management operating profit primarily reflects the scale of these businesses, as measured by funds managed on behalf of external institutional and retail customers and our internal life insurance operations. M&G delivered a broadly unchanged IFRS operating profit of £442 million (2014: £446 million), reflecting a 2 per cent rise in underlying profit to £406 million (2014: £400 million), lower performance-related fees of £22 million (2014: £33 million) and a similar level of earnings from associates of £14 million (2014: £13 million). While underlying revenues in the first half of 2015 benefited from higher levels of funds under management, the large net outflows from retail funds since May contributed to a 2 per cent decrease in underlying revenues for the year overall. Actions on costs mitigated the effect of lower overall revenues to deliver a modest increase in underlying profit compared to 2014. However, the lower level of assets under management at the end of 2015 will impact the revenue prospects for 2016 absent a meaningful recovery in M&G’s overall third party net flows or a significant uplift in the market value of assets. Our Asia asset management business, Eastspring Investments, has benefited from significant growth in funds under management during 2015, with IFRS operating profit higher by 26 per cent at £115 million. An 11 per cent increase in third-party net inflows to £6.0 billion saw external funds managed rise by 20 per cent on an actual exchange rate basis to £30.3 billion at end 2015. Average total funds under management, including funds managed on behalf of Prudential’s life operations, increased by 25 per cent to £85.1 billion compared with 2014. Eastspring Investments’ growth in fee revenue outpaced the increase in operating costs, resulting in a modestly improved cost-income ratio of 58 per cent (59 per cent on an actual exchange rate basis). In the US, our non-insurance businesses collectively generated IFRS operating profit of £11 million (2014: £13 million). In July, Jackson announced that Curian would no longer accept new business effective from 31 July 2015. Curian continues to actively manage existing accounts into 2016 to allow for the transition of accounts, but is expected to exit the business around the end of the first quarter of 2016. Total IFRS operating losses in Curian in 2015 were £16 million and included £13 million of cost related to exiting the business. Prudential Capital produced IFRS operating profit of £19 million in 2015 (2014: £42 million). During 2015, we started to refocus activity away from revenue generation towards internal treasury services and this reprioritisation will continue into 2016. IFRS short-term fluctuations IFRS operating profit is based on longer- term investment return assumptions. The difference between actual investment returns recorded in the income statement and the assumed longer-term returns is reported within short-term fluctuations in investment returns. In 2015 the total short-term fluctuations in investment returns relating to the life operations were negative £663 million, comprising negative £119 million for Asia, negative £424 million in the US and negative £120 million in the UK. In Asia, the negative short-term fluctuations of £119 million reflected net unrealised losses on fixed income securities, primarily due to rises in bond yields. Short-term fluctuations in the US mainly reflect the net value movement on the guarantees offered by Jackson and the associated derivatives held to manage market exposures. Under IFRS accounting, the movement in the valuation of derivatives, which are fair valued, is asymmetrical to the movement in the guarantee liabilities, which are not fair valued in all cases. Jackson designs its hedge programme to protect the economics of the business from large movements in investment markets and therefore accepts variability in the accounting results. The negative short-term fluctuations of £424 million in 2015 were primarily attributable to the net value movement in the year of the hedge instruments held to manage market exposures. Negative short-term fluctuations of £120 million in the UK reflected net unrealised losses on fixed income assets supporting the excess capital held within the shareholder-backed annuity business following a rise in interest rates during the year. IFRS effective tax rates In 2015, the effective tax rate on IFRS operating profit based on longer-term investment returns was 20 per cent (2014: 23 per cent). The reduction is due to lower corporate tax rates in certain jurisdictions and a higher benefit from non-recurring tax credits, specifically in Jackson. The 2015 effective tax rate on the total IFRS profit was 18 per cent (2014: 15 per cent), reflecting a larger overall contribution to the total profit from Jackson which attracts a higher rate of tax. Total tax contribution The Group continues to make significant tax contributions in the countries in which it operates, with £3,004 million remitted to tax authorities in 2015. This was higher than the equivalent amount of £2,237 million in 2014, principally due to higher corporation tax payments. In the US, a change of basis for taxing derivatives which affects the timing but not the quantum of tax payable, has accelerated future tax payable into 2015. Tax payments in the UK in 2015, which relate to both the current and prior year, reflect positive investment returns in 2014. Taxes paid in: Asia US UK Other Total tax paid 2015 £m 2014 £m Corporation taxes Other taxes Taxes collected Total remitted Corporation taxes Other taxes Taxes collected Total remitted 258 556 521 5 1,340 77 51 184 20 332 111 433 786 2 1,332 446 1,040 1,491 27 3,004 199 205 314 3 721 52 35 202 4 293 87 375 759 2 1,223 338 615 1,275 9 2,237 41 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCorporation taxes include amounts paid on taxable profits which, in certain countries such as the UK, include policyholder investment returns on certain life insurance products. Other taxes include property taxes, withholding taxes, employer payroll taxes and irrecoverable indirect taxes. Taxes collected are other taxes that Prudential remits to tax authorities which it is obliged to collect from employees, customers and third parties which include sales taxes, employee and annuitant payroll taxes. Free surplus generation Free surplus generation is the financial metric we use to measure the internal cash generation of our business operations. For life insurance operations it represents amounts maturing from the in-force business during the year, net of amounts reinvested in writing new business. For asset management it equates to post-tax IFRS profit for the year. In 2015 underlying free surplus generation, after investment in new business, increased by 15 per cent to £3,050 million. Free surplus generation Free surplus generation1 Asia US UK2 M&G Prudential Capital Underlying free surplus generated from in-force life business and asset management2 Investment in new business2 Underlying free surplus generated Market related movements, timing differences and other movements Net cash remitted by business units Total movement in free surplus Free surplus at 1 January Effect of domestication of Hong Kong branch Free surplus at end of year Note 8: Analysis of movement in free surplus page 310 Actual exchange rate Constant exchange rate 2015 £m 2014 £m Change % 2014 £m Change % 16 20 37 1 (45) 19 (25) 18 930 1,291 656 353 33 3,263 (618) 2,645 17 11 37 1 (45) 16 (21) 15 1,086 1,433 900 358 18 3,795 (745) 3,050 282 (1,625) 1,707 5,059 – 6,766 938 1,197 656 353 33 3,177 (598) 2,579 (6) (1,482) 1,091 4,003 (35) 5,059 The increase in free surplus generated by our life insurance businesses reflects our growing scale and the highly capital- generative nature of our business model. We drive this metric by targeting markets and products that have low-strain, high-return and fast payback profiles and by delivering both good service and value to improve customer retention. Our ability to generate both growth and cash is a distinctive feature of Prudential in our industry. In line with this approach, the closing value of free surplus in our life and asset management operations increased to £6,766 million at 31 December 2015 (31 December 2014: £5,059 million, on an actual exchange rate basis), after financing reinvestment in new business and funding cash remittances from the business units to Group. In Asia, growth in the in-force life portfolio, and a 28 per cent increase in post-tax profit from Eastspring Investments, contributed to free surplus generation of £1,086 million, up 17 per cent. In the US, free surplus generation before new business increased by 11 per cent, also reflecting business growth. In the UK, the 37 per cent increase to £900 million reflects a higher underlying contribution from the in-force business and a contribution of £223 million for the specific management actions taken in the second half of the year to position the balance sheet more efficiently under the new Solvency II regime. underlying free surplus generation £3,050m 15% increase on 2014 Measuring our performance page 16 42 Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedWe invested £745 million of the free surplus generated during the year in writing new business (2014: £618 million on a constant exchange rate basis) equivalent to a reinvestment rate9 of 20 per cent, which is in line with recent periods. Asia remained the primary destination of our new business investment, 17 per cent higher at £413 million, lower than the 26 per cent increase in APE sales reflecting changes to product mix. In the US, new business investment increased to £267 million, mainly due to an increase in the proportion of variable annuity premiums that customers directed towards the fixed account option. At just under 2 per cent of new single premiums, Jackson’s overall strain remains low, supporting the generation of significant returns on capital. New business investment in the UK remains at £65 million (2014: £65 million), despite higher new business volumes, reflecting capital-efficient growth in with-profits business and lower strain on bulk annuities (measured under the solvency regime applicable in 2015). The internal rates of return achieved on new business remain attractive at over 20 per cent across all three business operations and the average payback period10 for business written in 2015 was three years for Asia, one year for the US and three years for the UK. We continue to manage cash flows across the Group with a view to achieving a balance between ensuring sufficient remittances are made to service central requirements (including paying the external dividend) and maximising value to shareholders through retention and reinvestment of capital in business opportunities. Actual exchange rate 2015 £m 2014 £m Change % 467 470 331 302 55 400 415 325 285 57 1,625 1,482 2,173 1,480 17 13 2 6 (4) 10 Holding company cash11 Net cash remitted by business units: Asia US UK M&G Prudential Capital Net cash remitted by business units Holding company cash at 31 December Note IIa: Holding company cash flow page 341 Cash remitted by the business units to the corporate centre in 2015 increased by 10 per cent to £1,625 million with significant contributions from each of our four major business operations. Asia’s remittances increased to £467 million and included the proceeds from the sale of the Japan life business of £42 million. The higher remittances from the US of £470 million reflect Jackson’s disciplined approach to growing this business and its effective risk management. The remittances from the UK are in line with 2014 and we continue to invest in upgrading our UK pre- and post- retirement customers propositions. M&G’s remittances of £302 million reflected the level of post-tax earnings delivered in the year. Cash remitted to the Group in 2015 was used to meet central costs of £354 million (2014: £353 million), pay the dividends and finance the second of three up-front payments for the renewal of the distribution agreement with Standard Chartered Bank. The issue of hybrid debt in June 2015 raised £590 million. Reflecting these movements in the year, total holding company cash at the end of 2015 was £2,173 million compared to £1,480 million at the end of 2014. £1,625m net cash remittances from business units 10% increase on 2014 Measuring our performance page 16 43 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcEEV profit Post-tax operating profit Long-term business: Asia US UK2 Long-term business operating profit2 UK general insurance commission Asset management business: M&G Prudential Capital Eastspring Investments US Other income and expenditure12 Results of the sold PruHealth and PruProtect businesses Post-tax operating profit based on longer-term investment returns Short-term fluctuations in investment returns: Insurance operations Other operations Effect of changes in economic assumptions Other non-operating items12 Profit attributable to shareholders Earnings per share Actual exchange rate Constant exchange rate 2015 £m 2014 £m Change % 2014 £m Change % 2,321 1,808 863 4,992 22 358 18 101 7 (617) – 1,900 1,528 735 4,163 19 353 33 78 6 (567) 11 22 18 17 20 16 1 (45) 29 17 (9) (100) 1,903 1,647 735 4,285 19 353 33 79 7 (567) 11 4,881 4,096 19 4,220 (1,153) (55) (1,208) 57 221 3,951 856 (93) 763 (369) (147) 4,343 (235) 41 (258) 115 250 (9) 864 (93) 771 (389) (147) 4,455 22 10 17 16 16 1 (45) 28 – (9) (100) 16 (233) 41 (257) 115 250 (11) Basic earnings per share based on post-tax operating profit Basic earnings per share based on post-tax total profit 191.2 154.8 160.7 170.4 19 (9) 165.6 174.8 15 (11) Actual exchange rate Constant exchange rate 2015 pence 2014 pence Change % 2014 pence Change % Note 2: Results analysis by business area page 302 EEV operating profit On an EEV basis, Group post-tax operating profit based on longer-term investment returns was 16 per cent higher (19 per cent on an actual exchange rate basis) at £4,881 million in 2015. The increase is primarily due to higher new business profit from the Group’s life businesses, which increased by 20 per cent (24 per cent on an actual exchange rate) to £2,617 million and profit from the in-force life business, which increased by 13 per cent (16 per cent on an actual exchange rate basis) to £2,375 million. This reflects on-going business growth and higher profits from the better than expected management of the in-force business, with positive experience and assumptions changes of £666 million (2014: £648 million). In Asia, EEV life operating profit was 22 per cent higher at £2,321 million, with in-force profit up 13 per cent to £831 million, benefiting from increased scale across all our operations. Asia new business profit was 28 per cent higher at £1,490 million, reflecting volume growth 44 from the continued build-out of our distribution platform. Jackson’s EEV life operating profit increased by 10 per cent to £1,808 million, driven by growth in the scale of our in-force book and higher new business profit. In-force profit increased by 11 per cent to £999 million (20 per cent on an actual exchange rate basis), primarily reflecting higher unwind from the larger book of existing business. US new business profit was up 8 per cent to £809 million (17 per cent on an actual exchange rate basis), due to the 3 per cent (11 per cent on an actual exchange rate basis) increase in sales volume and a beneficial shift in business mix. In the UK, EEV life operating profit increased by 17 per cent2 to £863 million (2014: £735 million). New business profit was 23 per cent2 higher at £318 million (2014: £259 million) and includes a contribution of £117 million (2014: £105 million) from four bulk annuity transactions in 2015. Retail new business profit was up 31 per cent2 at £201 million (2014: £154 million), due to the positive effect of the 32 per cent increase in retail sales volumes offset by business mix effects. In-force profit was 14 per cent higher at £545 million (2014: £476 million) and includes a net charge of £13 million from the specific management actions taken in the second half of the year to position the balance sheet more efficiently under the new Solvency II regime. EEV non-operating results EEV operating profit is based on longer- term investment returns and excludes the effect of short-term volatility arising from market movements and the effect of changes from economic assumptions. These items are captured in non-operating profit which reduced the 2015 results by a net £930 million (2014: net increase of £247 million on an actual exchange rate basis). EEV short-term fluctuations Short-term fluctuations in investment returns reflect the element of non- operating profit which relates to the effect Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedon EEV of the difference between the actual investment returns achieved and those assumed in arriving at the reported operating profit. Short-term fluctuations in investment returns for life operations of negative £1,153 million include negative £206 million for Asia, negative £753 million for our US operations and negative £194 million in the UK. In Asia and the UK, negative short-term fluctuations principally reflect unrealised movements on bond holdings in the year. They also reflect the effect on the embedded value of flat to negative equity market returns. In the US, the variance represents the impact of modestly negative market-related movements on separate account values in the year, and on the value movements on derivatives held to manage the Group’s equity and interest rates exposure. Effect of changes in economic assumptions The small overall interest rate rises in the UK and US have had a beneficial impact on the level of future assumed earnings that we expect to generate from our existing book of business. This is partly offset by the effect of interest rate rises in Asia, which impact EEV negatively, as the present value future Asia health and protection profits are discounted at higher rates. Capital position, financing and liquidity Capital position We continue to operate with a strong solvency position, while maintaining high levels of liquidity and capital generation. This is testament to our capital discipline, the effectiveness of our hedging activities, our low direct Eurozone exposure, the minimal level of credit impairments and the natural offsets in our portfolio of businesses. The estimated Group Solvency II capital surplus13,14 at 31 December 2015 is £9.7 billion, equivalent to a ratio of 193 per cent. The table below shows the impact of moving from our previously reported economic capital basis to the Solvency II-approved internal model basis and the capital generation in 2015. £32.4bn EEV shareholders’ funds equivalent to 1,258p per share Analysis of movement in Group capital surplus Economic capital surplus as at 1 January Operating experience Non-operating experience (including market movements) Other capital movements Subordinated debt issuance Foreign currency translation impacts Final 2014 and 2015 first interim dividend paid Methodology and calibration changes Changes to own funds (net of transitionals) and solvency capital Requirement calibration strengthening Effect of partial derecognition of Asia Solvency II surplus Estimated Solvency II surplus as at 31 December Note IIc: Solvency II capital position at 31 December 2015 page 343 £ billion 9.7 2.4 (0.6) 0.6 0.2 (1.0) (0.2) (1.4) 9.7 The movement in the Group Solvency II capital surplus in 2015 was driven by: — Operating experience of £2.4 billion: generated by in-force business and new business written in 2015 and included £0.4 billion of benefit from the specific management actions taken in the second half of the year to position the balance sheet more efficiently under the new Solvency II regime; — Non-operating experience of £0.6 billion: mainly arising from negative market experience during the year; and — Other capital movements: comprising an increase in capital from subordinated debt issuance, positive foreign currency translation effects offset by a reduction in surplus from payment of the 2014 final and 2015 first interim dividend. The methodology and calibration changes arose as part of the internal model approval process and related to: — A £0.2 billion reduction in surplus due to an increase in the Solvency capital requirement from strengthening of internal model calibrations, mainly relating to longevity risk, operational risk, credit risk and correlations, and a corresponding increase in the risk margin, which is partially offset by UK transitionals; and — A £1.4 billion reduction in surplus due to the negative impact of Solvency II rules for ‘contract boundaries’ and a reduction in the capital surplus of the Group’s Asian life operations, as agreed with the Prudential Regulation Authority. Solvency II as a measure of regulatory capital is more volatile than under the previous Solvency I regime. At 31 December 2015, the estimated sensitivity of the Group Solvency II capital surplus to significant changes in market conditions is as set out below: — An instantaneous 20 per cent fall in equity markets would reduce surplus by £1.0 billion and reduce the solvency ratio to 186 per cent; — A 40 per cent fall in equity markets (comprising an instantaneous 20 per cent fall followed by a further 20 per cent fall over a four-week period) would reduce surplus by £1.8 billion and reduce the solvency ratio to 179 per cent; 45 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc — A 50 basis points reduction in interest rates (subject to a floor of zero and allowing for transitional recalculation) would reduce surplus by £1.1 billion and reduce the solvency ratio to 179 per cent; — A 100 basis points increase in interest rates (allowing for transitional recalculation) would increase surplus by £1.1 billion and increase the solvency ratio to 210 per cent; and — A 100 basis points increase in credit spreads (with credit defaults of 10 times the expected level in Jackson) would reduce surplus by £1.2 billion and reduce the solvency ratio to 187 per cent. At 31 December 2015 our Insurance Groups Directive surplus is estimated at £5.5 billion14, equivalent to a solvency cover of 2.5 times. Group Solvency II capital surplus Solvency ratio 193% 20.1 Surplus £9.7bn 10.4 Own funds Solvency capital requirement Local statutory capital All our subsidiaries continue to hold appropriate capital positions on a local regulatory basis. Jackson’s risk-based capital ratio at the end of 2015 was 481 per cent, having remitted £470 million to Group earlier in the year. The Prudential Assurance Company Limited, our main UK operation, has an estimated Solvency II surplus of £3.3 billion in respect of its shareholder business, equivalent to a ratio of 146 per cent. Separately, the UK with-profits funds remained well capitalised with an estate value of £7.6 billion15, covering its solvency capital requirements approximately 1.75 times. Debt portfolio The Group continues to maintain a high-quality defensively positioned debt portfolio. Shareholders’ exposure to credit is concentrated in the UK annuity portfolio and the US general account, mainly attributable to Jackson’s fixed annuity portfolio. The credit exposure is well diversified and 98 per cent of our UK portfolio and 96 per cent of our US portfolio are investment grade. We experienced no default losses and reported impairments of £26 million (2014: £7 million) across these two fixed income securities portfolios. Financing and liquidity Shareholders’ net core structural borrowings and ratings Shareholders’ borrowings in holding company Prudential Capital Jackson surplus notes Total Less: holding company cash and short-term 2015 £m Mark to market value 353 – 55 408 IFRS basis 4,567 275 169 5,011 EEV basis 4,920 275 224 5,419 IFRS basis 3,869 275 160 4,304 investments (2,173) – (2,173) (1,480) Net core structural borrowings of shareholder- financed operations 2,838 408 3,246 2,824 Note C6.1: Core structural borrowings of shareholder-financed operations page 241 2014 £m Mark to market value 579 – 42 621 – 621 EEV basis 4,448 275 202 4,925 (1,480) 3,445 Our financing and liquidity position remained strong throughout the year. Our central cash resources amounted to £2.2 billion at 31 December 2015, compared with £1.5 billion at the end of 2014, and we currently retain a further £2.6 billion of untapped committed liquidity facilities. On an IFRS basis, the Group’s core structural borrowings at 31 December 2015 were £5,011 million (31 December 2014: £4,304 million on an actual exchange rate basis) and comprised £4,567 million (31 December 2014: £3,869 million on an actual exchange rate basis) of debt held by the holding company, and £444 million (31 December 2014: £435 million on an actual exchange rate basis) of debt held by the Group’s subsidiaries, Prudential Capital and Jackson. In June 2015, Prudential issued £600 million 5.0 per cent tier 2 subordinated notes, increasing funds available for general corporate purposes. In addition to its net core structural borrowings of shareholder-financed operations set out above, the Group also has access to funding via the money markets and has in place an unlimited global commercial paper programme. As at 31 December 2015, we had issued commercial paper under this programme, totalling £138 million and US$1,428 million, to finance non-core borrowings. Prudential’s holding company currently has access to £2.6 billion of syndicated and bilateral committed revolving credit facilities, provided by 19 major international banks, expiring in 2020. Apart from small drawdowns to test the process, these 46 Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedfacilities have never been drawn, and there were no amounts outstanding at 31 December 2015. The medium-term note programme, the SEC-registered US shelf programme, the commercial paper programme and the committed revolving credit facilities are all available for general corporate purposes and to support the liquidity needs of Prudential’s holding company and are intended to maintain a strong and flexible funding capacity. Prudential manages the Group’s core debt within a target level consistent with its current debt ratings. At 31 December 2015, the gearing ratio (debt, net of cash Shareholders’ funds and short-term investments, as a proportion of IFRS shareholders’ funds plus net debt) was 18 per cent, compared to 19 per cent at 31 December 2014. Prudential plc has strong debt ratings from Standard & Poor’s, Moody’s and Fitch. Prudential plc’s long-term senior debt is rated A+, A2 and A from Standard & Poor’s, Moody’s and Fitch, while short-term ratings are A-1, P-1 and F1 respectively. The Prudential Assurance Company Limited was downgraded by Moody’s in September 2015 from Aa2 to Aa3. All ratings on Prudential and its subsidiaries are on stable outlook. The financial strength of the Prudential Assurance Company Limited is rated AA by Standard & Poor’s, Aa3 by Moody’s and AA by Fitch. Jackson National Life Insurance Company’s financial strength is rated AA by Standard & Poor’s, A1 by Moody’s and AA by Fitch. Prudential Assurance Co Singapore (Pte) Ltd’s (Prudential Singapore) financial strength is rated AA by Standard & Poor’s. Profit after tax for the year Exchange movements, net of related tax Unrealised gains and losses on Jackson fixed income securities classified as available for sale16 Dividends Other Net increase in shareholders’ funds Shareholders’ funds at beginning of the year Effect of domestication of Hong Kong branch Shareholders’ funds at end of the year Shareholders’ value per share Return on shareholders’ funds17 IFRS EEV 2015 £m 2014 £m 2015 £m 2014 £m 2,579 118 (629) (974) 50 1,144 11,811 – 12,955 504p 27% 2,216 220 565 (895) 55 2,161 9,650 – 11,811 460p 26% 3,951 244 – (974) (23) 3,198 29,161 – 32,359 1,258p 17% 4,343 737 – (895) 131 4,316 24,856 (11) 29,161 1,136p 16% IFRS consolidated statement of changes in equity page 135 and Note 9: reconciliation of movements in shareholders’ equity page 313 In a period of currency volatility, UK sterling weakened relative to non-sterling currencies, in particular the US dollar. With approximately 54 per cent of the Group’s IFRS net assets (68 per cent of EEV net assets) denominated in non-sterling currencies, this generated a positive foreign exchange movement on net assets in the year. In addition, the increase in US 10-year treasury rate and higher spreads produced unrealised losses on fixed income securities held by Jackson that are accounted for as available-for-sale under IFRS. Taking these non-operating movements into account, the Group’s IFRS shareholders’ funds at 31 December 2015 increased by 10 per cent to £13.0 billion (31 December 2014: £11.8 billion on an actual exchange rate basis). The Group’s EEV shareholders’ funds also increased by 11 per cent to £32.4 billion (31 December 2014: £29.2 billion on an actual exchange rate basis). On a per share basis the Group’s embedded value at 31 December 2015 stood at 1,258 pence, up from 1,136 pence at 31 December 2014. Corporate transactions Entrance into Uganda life insurance market In June 2015 we completed the acquisition of Ugandan company Goldstar Life Assurance and signed a long-term cooperation agreement with Crane Bank of Uganda. In January 2016 we announced entry into Zambia via our acquisition of Professional Life Assurance, which is subject to regulatory approval. 47 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcReporting considerations As announced at our investor conference in January 2016, we plan to discontinue publication of our first- and third-quarter interim management statements with immediate effect. Dividend The Board has decided to increase the full-year ordinary dividend by 5 per cent to 38.78 pence per share, reflecting the continued strong financial performance of the Group in 2015. In line with this, the directors have approved a second interim ordinary dividend of 26.47 pence per share (2014: final dividend of 25.74 pence) which brings the total ordinary dividend for the year to 38.78 pence (2014: 36.93 pence). In addition, the Board has decided to award a special dividend of 10 pence per share, reflecting the additional contribution to earnings from the specific management actions taken to position the balance sheet more efficiently under the new Solvency II regime. Although the Board has been able to approve a special dividend of 10 pence per share in 2015, the Group’s dividend policy remains unchanged. The Board will maintain its focus on delivering a growing ordinary dividend, which will continue to be determined after taking into account the Group’s financial flexibility and our assessment of opportunities to generate attractive returns by investing in specific areas of the business. The Board believes that in the medium term a dividend cover of around two times is appropriate. 48 Notes 1 Underlying free surplus generation comprises underlying free surplus released from long-term business (net of investment in new business) and that generated from asset management operations. 2 Following the disposal of the Group’s 25 per cent interest in PruHealth and PruProtect in November 2014, the 2014 comparative results of UK insurance operations have been adjusted to exclude results of those businesses. 3 Refer to note B1.1 in IFRS financial statements for the breakdown of other income and expenditure, and other non-operating items. Includes Group’s proportionate share of the liabilities and associated flows of the insurance joint ventures in Asia. 4 5 Defined as movements in shareholder-backed policyholder liabilities arising from premiums (net of charges), surrenders/withdrawals, maturities and deaths. 6 For basis of preparation see note I (a) of Additional 7 unaudited IFRS financial information. Includes Group’s proportionate share in PPM South Africa and the Asia asset management joint ventures. 8 Net inflows exclude Asia Money Market Fund (MMF) inflows of £1,065 million (2014: net inflows £9 million). External funds under management exclude Asia MMF balances of £6,006 million (2014: £4,800 million). Investment in new business as a percentage of underlying free surplus generated from in-force life business and asset management. 9 10 Payback period, measured on an undiscounted basis, is the time in which the initial ‘cash’ outflow of investment is expected to be recovered from the ‘cash’ inflows generated by the investment. The ‘cash’ outflow is measured by our investment of free surplus in new business sales. The payback period equals the time taken for new business sales to generate free surplus to cover this investment. 11 The full holding company cash flow is disclosed in note II (a) of Additional unaudited IFRS financial information. 12 Refer to the EEV basis supplementary information – Post-tax operating profit based on longer-term investment returns and Post-tax summarised consolidated income statement, for the breakdown of other income and expenditure, and other non-operating items. 13 The methodology and assumptions used in calculating the Solvency II capital results are set out in note II (c) of Additional unaudited financial information. The Group Solvency II capital ratio is based on outputs from the Group’s Solvency II internal model, approved by Prudential Regulation Authority in December 2015. 14 Before allowing for second interim ordinary and special dividends. 15 Representing Solvency II own funds of the UK with-profits funds. 16 Net of related charges to deferred acquisition costs and tax. 17 Operating profit after tax and non-controlling interests as percentage of opening shareholders’ funds. Prudential plc Annual Report 2015 www.prudential.co.ukChief Financial Officer’s report on our 2015 financial performance continuedGroup Chief Risk Officer’s report of the risks facing our business and how these are managed Generating value while maintaining an appropriate risk profile The Group aims to help customers achieve their long-term financial goals by providing and promoting a range of products and services that meet customer needs, are easy to understand and deliver real value. We recognise that we are implicitly committing to customers that we will maintain a healthy company, and are there to meet our long-term commitments to them. From the shareholders’ perspective, we generate value by selectively taking exposures to risks that are adequately rewarded and that can be appropriately quantified and managed. The Group’s approach is to retain risks where doing so contributes to value creation, the Group is able to withstand the impact of an adverse outcome, and has the necessary capabilities, expertise, processes and controls to manage appropriately the risk. In my report, I seek to explain the main risks inherent in our business and how we manage those risks, with the aim of ensuring we maintain an appropriate risk profile. Principles and objective Prudential defines ‘risk’ as the uncertainty that Prudential faces in successfully implementing its strategies and objectives. This includes all internal or external events, acts or omissions that have the potential to threaten the success and survival of Prudential. As such, material risks will be retained only where this is consistent with the Group’s risk appetite framework and its philosophy towards risk-taking. Risk governance The organisational structures, reporting relationships, delegation of authority, and roles and responsibilities that Group Head Office and the business units establish to make decisions and control their activities on risk-related matters form the foundation of Prudential’s risk governance. Effective risk governance encompasses individuals, Group-wide functions and committees involved in the management of risk. Risk framework The Group’s risk framework has been developed to monitor and manage the risk of the business at all levels and is owned by the Board. The aggregate Group exposure to market, credit, insurance, liquidity and operational risks is monitored and managed by the Group Risk function whose responsibility it is to seek to ensure the maintenance of an adequate risk exposure and solvency position from the Group economic, regulatory and ratings perspectives. Our Group Risk Framework requires that all our businesses and functions establish processes for identifying, evaluating and managing the key risks faced by the Group and is based on the concept of the ‘three lines of defence’. These comprise risk-taking and management, risk control and oversight, and independent assurance. ‘We seek to retain only those risks consistent with our risk appetite with the aim of ensuring we deliver on our long-term commitments to our customers and shareholders.’ Penny James Group Chief Risk Officer s n Str a g i c e t Mark e t R i s k s f r o m perati o s o s e n i s u b r u o nt s e s m e n n i o s u r i B v n e m o r O Group risk profile f p s e k s i R r a t i o n al Insur a n c e Risks fro m o u r business p r o d u c t s o u r i n v e s t m e n t s C r e d i t y L iq uidit The key risks inherent in the insurance and capital management operations of Prudential’s business: Risks from our investments Risks from our products Risks from our business operations Uncertainty around investment returns can arise through credit risk via the potential of defaults, and market risks resulting from the volatility of asset values as a result of fluctuations in equity prices, interest rates, foreign exchange and property prices. Liquidity risk is also a key area of focus. Regular stress testing is undertaken to ensure the Group is able to generate sufficient cash resources to meet financial obligations as they fall due in business as usual and in stress scenarios. Insurance risk The processes of determining the price of our products and reporting the results of our long-term business operations require us to make a number of assumptions. In common with other life insurers, the profitability of our businesses depends on a mix of factors including mortality and morbidity levels and trends, persistency, and claim inflation. Operational risk As a group, we are dependent on the successful processing of a large number of transactions, utilising various IT systems and platforms across numerous and diverse products. We also operate under the ever-evolving requirements set out by different regulatory and legal regimes (including tax), as well as utilising a significant number of third parties to distribute products and to support business operations; all of which add to the complexity of the operating model if not properly managed. 49 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Group Chief Risk Officer’s report of the risks facing our business and how these are managed continued Risk mitigation and hedging We manage our risk profile according to our desired acceptance of risk. To do this, Group Head Office and the business units maintain risk registers that include details of the risks identified and of the controls and mitigating actions used in managing them. Our identified keys risks are set out in the table below. Key risks Risk type Risk definition Risk management and mitigation Market risk Equity Investment risk Interest rates Foreign exchange Credit risk Counterparty Invested credit Insurance risk Mortality/longevity Morbidity/health Persistency Medical expense inflation risk The risk of loss for our business, or of adverse change in the financial situation, resulting, directly or indirectly, from fluctuations in the level or volatility of market prices of assets and liabilities. The risk of loss for our business, or of adverse change in the financial situation, resulting from fluctuations in the credit standing of issuers of securities, counterparties and any debtors in the form of default or other significant credit event (eg downgrade or spread widening). The risk of loss for our business, or of adverse change in the value of insurance liabilities, resulting from changes in the level, trend, or volatility of a number of insurance risk drivers. This includes adverse mortality, longevity, morbidity, persistency and claim inflation. Liquidity risk The risk of the Group being unable to generate sufficient cash resources to meet financial obligations as they fall due in business as usual and stress scenarios. — Market risk policy — Risk appetite statements, limits and triggers in place — Monitoring and oversight of market risks through the reporting of regular management information — Asset Liability Management programmes in place — Use of derivative programmes — Currency hedging of expected business unit remittances — Credit risk policy — Risk appetite statements and limits defined on an issuer/ counterparty/average credit quality of the portfolio basis — Collateral arrangements in place for derivative transactions — Group Credit Risk Committee oversight of credit and counterparty credit risk and sector and/or name-specific reviews — Close monitoring/restricting of investments that may be of concern — Insurance and Underwriting risk policies — Risk appetite statements, limits and triggers in place — Longevity, morbidity and persistency assumptions reflect recent experience and expectation of future trends; industry data and expert judgement are used, where appropriate — Reinsurance is used to mitigate longevity and morbidity risks — Morbidity mitigated by appropriate underwriting when policies are issued and claims received — Persistency mitigated through improving quality of sales processes and customer retention initiatives — Medical expense inflation risk mitigated through regular product re-pricing — Liquidity risk policy — Risk appetite statements, limits and triggers in place — Monitoring of liquidity risk through regular management information — Regular stress testing — Liquidity contingency plans established and sources identified — Ability to access the money and debt capital markets — Access to external sources of finance through committed credit facilities Operational risk Regulatory and legislative compliance Third-party management IT and information (including cyber security) Business continuity Business environment risk Strategic risk 50 The risk of loss (or unintended gain/ profit) arising from inadequate or failed internal processes, or from personnel and systems, or from external events (other than those external events covered under Business Environment Risk). — Operational risk and Outsourcing and Third-Party supply policies — Corporate insurance programmes to limit the impact of operational risks — Scenario analysis for operational risk capital requirements, which focus on extreme, yet plausible, events — Internal and external review of cyber security capability — Regular testing of elements of the disaster-recovery plan Exposure to forces in the external environment that could significantly change the fundamentals that drive the business’s overall strategy. 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. — A Risk and Capital Plan that includes considerations of current strategies — Business environment and strategic risks closely monitored and assessed for consideration in the business plans where appropriate — Board strategy sessions consider risk themes — Systemic Risk Management Plan which details the Group’s strategy and risk management framework — Recovery Plan which covers the Group’s corporate and risk governance for managing a distressed environment, a range of credible recovery options, and scenarios to assess the effectiveness of these recovery options Prudential plc Annual Report 2015 www.prudential.co.ukThe drivers of each of the key risks vary by business unit, and depend primarily on the value of locally-held products. Market risk Investment risk (Audited) In Prudential UK, investment risk arising out of the assets in the with-profits fund impacts the shareholders’ interest in future transfers and is driven predominantly by equities in the fund as well as by other investments such as property and bonds. The value of the future transfers is partially protected against equity falls by hedging conducted outside the fund. The fund’s large inherited estate – estimated at £7.6 billion1 as at 31 December 2015 on a Solvency II basis – can absorb market fluctuations and protect the fund’s solvency. The inherited estate is partially protected against falls in equity markets through an active hedging programme within the fund. In Asia, our shareholder exposure to equities arises from unit-linked products where revenue is linked to funds under management and on its with-profits businesses where bonuses declared are broadly based on historical and current rates of return on equity. In Jackson, investment risk arises in relation to the assets backing the policies. In the case of ‘spread business’, including fixed annuities, these assets are generally bonds and our shareholder exposure comes from the minimum asset return required to be generated to meet the guaranteed rates of return offered to policyholders. For the variable annuity business, these assets include equities as well as other assets such as bonds. In this case, the impact on the shareholder comes from the guarantees on return on investments embedded in variable annuity products. Shareholders’ exposure to these guarantees is mitigated through a hedging programme, as well as reinsurance. Further measures have been undertaken including re-pricing initiatives and the introduction of variable annuities without guarantees. Furthermore, it is our philosophy not to compete on price; rather, we seek to sell at a price sufficient to fund the cost incurred to hedge or reinsure the risks and to achieve an acceptable return. Jackson hedges the guarantees on its variable annuity book on an economic basis and, thus, accepts variability in its accounting results in the short term in order to achieve the appropriate economic result. In particular, under Prudential’s Group IFRS reporting, the measurement of the Jackson variable annuity guarantees is typically less sensitive to market movements than the corresponding hedging derivatives, which are held at market value. However, depending on the level of hedging conducted regarding a particular risk type, certain market movements can drive volatility in the economic result which may be either more or less significant under IFRS reporting. The Jackson IFRS shareholders’ equity and US statutory capital are also sensitive to the effects of policyholder behaviour on the valuation of guarantees. Interest rate risk (Audited) Long-term rates remain close to historic lows. Products that we offer are sensitive to movements in interest rates. We have already taken a number of actions to de-risk the in-force business as well as re-price and restructure new business offerings in response to historically low interest rates. However, this remains an area of sensitivity and persistently low rates may impact policyholders’ savings patterns and behaviour. Interest rate risk arises in our UK business from the need to match cash flows for annuity payments with those from investments; movements in interest rates may have an impact on profits where durations are not perfectly matched. As a result, we aim to match the duration of assets and liabilities as closely as possible and the position is monitored regularly. Under the European Union’s Solvency II Directive, additional interest rate exposure is created due to the nature of the construction of this balance sheet, such as the inclusion of the risk margin. The UK business continually assesses the need for any derivative overlays in managing this sensitivity. The with-profits business is exposed to interest rate risk as a result of underlying guarantees. Such risk is largely borne by the with-profits fund, but shareholder support may be required in extremis. In Asia, exposure to interest rate risk arises from the guarantees of some non-unit- linked investment products. This exposure arises because it may not be possible to hold assets which will provide cash flows to match exactly those relating to policyholder liabilities. While this residual asset/liability mismatch risk can be managed, it cannot be eliminated. Jackson is exposed to interest rate risk in its fixed, fixed index and variable annuity books. Movements in interest rates can influence the cost of guarantees in such products, in particular the cost of guarantees may increase when interest rates fall. Interest rate risk across the entire business is managed through the use of interest rate swaps, interest rate options and hybrid options (options protecting against simultaneous decreases in equity values and interest rates). Foreign exchange risk (Audited) We principally operate in Asia, the US and the UK. The geographical diversity of our businesses means that we are inevitably subject to the risk of exchange rate fluctuations. Our operations in the US and Asia, which represent a significant proportion of our operating profit and shareholders’ funds, generally write policies and invest in assets denominated in local currencies. Although this practice limits the effect of exchange rate fluctuations on local operating results, it can lead to significant fluctuations in our consolidated financial statements when results are expressed in UK sterling. We retain revenues locally to support the growth of our business and capital is held in the local currency of the business to meet local regulatory and market requirements, accepting the accounting balance sheet translation risks this can produce. However, in cases where a surplus arising in an overseas operation supports Group capital or where a significant cash remittance is due from an overseas subsidiary to the Group, this exposure is hedged where we believe it is economically optimal to do so. We do not have appetite for significant shareholder exposure to foreign exchange risks in currencies outside the local territory. Where this arises, currency borrowings, swaps and other derivatives are used to manage exposures. Credit risk (Audited) We invest in fixed income assets in order to match policyholder liabilities and enter into reinsurance and derivative contracts to mitigate various types of risk. As a result, we are exposed to credit and counterparty credit risk across our business. We employ a number of risk management tools to manage credit risk, including limits defined on an issuer/counterparty basis as well as on average credit quality to seek to ensure the diversification of the portfolio and have in place collateral arrangements in derivative transactions. The Group Credit Risk Committee oversees credit and counterparty credit risk across the Group and conducts sector and/or name-specific reviews as required. In particular, in 2015, it has conducted sector reviews in the banking, commodities and energy sectors. Debt and loan portfolio (Audited) Our UK business is primarily exposed to credit risk in the shareholder-backed portfolio, with fixed income assets of £32.1 billion. Credit risk arising from a further £44.5 billion of fixed income assets is largely borne by the with-profits fund, although, in extremis, shareholder support may be required should the with-profits fund become unable to meet its liabilities. The debt portfolio of our Asia business totalled £28.3 billion at 31 December 2015. Of this, approximately 68 per cent was in unit-linked and with-profits funds with minimal shareholder risk. The remaining 32 per cent is shareholder exposure. Credit risk arises in the general account of our US business, where £34.1 billion of fixed income assets back shareholder liabilities including those arising from fixed annuities, fixed index annuities and life insurance. 51 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Risk Officer’s report of the risks facing our business and how these are managed continued The shareholder-owned debt and loan portfolio of the Group’s asset management operations of £2.2 billion as at 31 December 2015 is principally related to Prudential Capital operations. Prudential Capital generates revenue by providing bridging finance, managing investments and operating a securities-lending and cash-management business for the Prudential Group and our clients. Certain sectors have seen specific pressure during 2015 and into early 2016. The Group’s credit exposure to the oil and gas sector represents approximately 4 per cent or £3.1 billion of the shareholder credit portfolio. Prolonged, depressed oil prices are expected to exert downward rating pressure within the sector, which is being monitored closely through Group risk processes and the Group Credit Risk Committee. The Group’s credit exposure to the metal and mining sector represents 1 per cent of the total shareholder debt portfolio (£78 billion). Similarly, this sector is subject to ongoing monitoring and regular management information reporting to the Group’s risk committees. Further details of the composition and quality of our debt portfolio, and exposure to loans, can be found in the IFRS financial statements. Group sovereign debt (Audited) Sovereign debt represented 17 per cent or £12.8 billion of the debt portfolio backing shareholder business at 31 December 2015 (31 December 2014: 15 per cent or £11.0 billion). 44 per cent of this was rated AAA and 94 per cent investment grade (31 December 2014: 43 per cent AAA, 95 per cent investment grade). At 31 December 2015, the Group’s shareholder-backed business’s holding in Eurozone sovereign debt2 was £546 million. 75 per cent of this was AAA rated (31 December 2014: 82 per cent AAA rated). We do not have any sovereign debt exposure to Greece. Bank debt exposure and counterparty credit risk (Audited) Our bank exposure is a function of our core investment business, as well as of the hedging and other activities undertaken to manage our various financial risks. Given the importance of our relationship with our banks, exposure to the banking sector is a key focus of management information provided to the Group’s risk committees and the Board. The exposures held by the shareholder- backed business and with-profits funds in sovereign debt and bank debt 52 securities at 31 December 2015 are given in note C3.3(f) of the Group’s IFRS financial statements. Our exposure to derivative counterparty and reinsurance counterparty credit risk is managed using an array of risk management tools, including a comprehensive system of limits. Where appropriate, we reduce our exposure, purchase credit protection or make use of additional collateral arrangements to control our levels of counterparty credit risk. At 31 December 2015, shareholder exposure to corporate debt by rating and sector is shown below: — 95 per cent of the shareholder portfolio is investment grade rated. In particular, 67 per cent of the portfolio is rated A- and above3. — The Group’s shareholder portfolio is well diversified: no individual sector makes up more than 10 per cent of the total portfolio (excluding the financial and utilities sectors). Insurance risk (Audited) Insurance risk constitutes a sizeable proportion of the Group’s exposure; the profitability of our businesses depends on a mix of factors including mortality and morbidity levels and trends, persistency, investment performance and claim inflation. Longevity risk (people’s propensity to live longer) is a significant contributor to our insurance risk exposure and is also capital intensive under the Solvency II regime. One tool used to manage this risk is reinsurance. During 2015, we completed deals on a number of tranches of bulk and retail annuity liabilities when terms were sufficiently attractive and aligned with our risk management framework. The recently enhanced pensions freedoms in the UK have greatly reduced the demand for retail annuities and further liberalisation is anticipated. However, given our significant UK annuity portfolio, the assumptions that we make about future rates of mortality improvement will remain key to the measurement of insurance liabilities and to the assessment of any subsequent reinsurance transactions. We continue to conduct research into longevity risk using both experience from our annuity portfolio and industry data. Although the general consensus in recent years is that people are living longer, there remains considerable volatility in year-on- year longevity experience, which is why we need expert judgement in setting our longevity assumptions. Shareholder exposure to corporate debt by rating 5% 11% 27% 24% 33% AAA AA A BBB BB or below, or non-rated assets Shareholder exposure by sector 12% 21% 5% 9% 8% 2% 3% 5% 5% 4% 8% 18% Financial Mortgage securities Utilities Government Consumer, non-cyclical Communications Industrial Energy Consumer, cyclical Asset-backed securities Real estate Others Morbidity risk is mitigated by appropriate underwriting when policies are issued and claims are received. Our morbidity assumptions reflect our recent experience and expectation of future trends for each relevant line of business. In Asia, a key assumption is the rate of medical inflation, typically in excess of general price inflation. This is the risk that the expenses of medical treatment increase more than expected, so that the medical claim cost passed on to Prudential is much higher. Medical expense inflation risk is Prudential plc Annual Report 2015 www.prudential.co.ukbest mitigated through retaining the right to re-price our products each year and by having suitable overall claim limits within our policies, either limits per type of claim or in aggregate across policies. Our persistency assumptions similarly reflect recent experience for each relevant line of business, and future expectations. Persistency risk is mitigated by appropriate training and sales processes and managed locally post-sale through regular experience monitoring and the identification of common characteristics of poor persistency business. Where appropriate, allowance is also made for the relationship – either assumed or historically observed – between persistency and investment returns, and for the resulting additional risk. Modelling this ‘dynamic’ policyholder behaviour is particularly important when assessing the likely take-up rate of options embedded within product features. Liquidity risk (Audited) The Group has significant internal sources of liquidity which are sufficient to meet all of its expected requirements, for a period of at least 12 months from the date the financial statements are approved, without having to make use of external funding. In aggregate, the Group currently has £2.6 billion of undrawn committed facilities, expiring in 2020. In addition, the Group has access to liquidity via the debt capital markets. We also have in place an unlimited commercial paper programme and have maintained a consistent presence as an issuer in this market for the last decade. Liquidity uses and sources have been assessed at the Group and at a business unit level under base case and stressed assumptions. The liquidity resources available and the subsequent Liquidity Coverage Ratio are regularly monitored and are assessed to be sufficient. Operational risk (Unaudited) The Group does not actively seek to take operational risk to generate returns. Instead, it accepts a level of risk whereby the controls in place should prevent material losses, but should also not excessively restrict business activities. Direct and/or indirect financial losses are likely to arise if there is a failure to develop, implement and monitor appropriate controls. For each business unit, accountabilities for operational risk management and oversight are based on the principles of the ‘three lines of defence’ model of risk-taking and management, risk control and oversight, and independent assurance. The approach adopted is proportional to the size, nature and complexity of the business unit and the risks it manages. We have an operational risk management framework in place that facilitates both the qualitative and quantitative analysis of operational risk exposures. The output of this framework, in particular management information on key operational risk and control assessments, scenario analysis, internal incidents and external incidents, is reported by the business units and presented to the Group Operational Risk Committee. This information also supports business decision-making and lessons-learned activities, the ongoing improvement of the control environment, and determination of the adequacy of our corporate insurance programme. Top operational risks Key areas of focus within the operational risk framework are: — The risk of non-compliance due to the momentum of regulatory change in both our developed and developing markets, as well as recognising that Prudential’s designation as a Global Systemically Important Insurer which requires the Group to comply with additional policy measures including enhanced Group-wide supervision; — The risk of improper, or mis-selling of Prudential products and the resulting risk of censure from local regulators; — The risk of regulatory censure due to poor conduct or weaknesses in systems and controls; — The risk of censure for money laundering, sanctions or anti-bribery and corruption failures; — The risk that reliance on IT infrastructures which support core activities/processes of the business, could fail or otherwise negatively impact business continuity and scalability needed to support the growth and changing needs of the business; — The risk of a significant failure of a third-party provider impacting critical services; — The risk of trading, transacting or modelling errors having a material cost across Group; — The risk of the Group failing to attract and retain quality senior managers and other key employees; — The risk that key people, processes and systems are unable to operate (thus impacting the on-going operation of the business) due to a significant unexpected external event occurring (eg a pandemic, terrorist attack, natural disaster, political unrest); and — The risk of losses resulting from damage to the firm’s reputation. This can be either real or perceived reputational damage but which could nevertheless diminish the standing of the organisation in the eyes of key stakeholders (eg customers, shareholders), destroy shareholder value, adversely impact revenues or result in significant costs to rectify. Cyber security Cyber security is an increasingly important risk facing the Group. The risk is that a member of the Group could be the target of a cyber-related attack which could result in disruption to the key operations, make it difficult to recover critical services, damage assets, and compromise data (both corporate and customer). This is a global issue which is rising in prominence across the financial services industry. As a result of Prudential’s increasing market profile, the growing interest by customers to interact with their insurance provider and asset manager through the internet and social media, improved brand awareness and the classification of Prudential as a Global Systemically Important Insurer, there is an increased likelihood of Prudential being considered a target by cyber criminals. A number of industry, company-wide and local business unit-specific initiatives are underway in response to this risk. Business environment and strategic risks (Unaudited) Global regulatory and political risk There are a number of ongoing policy initiatives and regulatory developments that are having, and will continue to have, an impact on the way Prudential is supervised. These include addressing Financial Conduct Authority reviews, on-going engagement with the Prudential Regulation Authority and includes the work of the Financial Stability Board and standard- setting institutions such as the International Association of Insurance Supervisors. The International Association of Insurance Supervisors has various initiatives. On 18 July 2013, it published a methodology for identifying Global Systemically Important Insurers, and a set of policy measures that will apply to them, which the Financial Stability Board endorsed. Groups designated as a Global Systemically Important Insurer are subject to additional regulatory requirements, including enhanced group-wide supervision, effective resolution planning, development of a Systemic Risk Management Plan, a Recovery Plan and a Liquidity Risk Management Plan. Prudential’s designation as a Global Systemically Important Insurer was reaffirmed on 3 November 2015. Prudential is monitoring the development and potential impact of the policy measures and is continuing to engage with the Prudential Regulation Authority on the implications of the policy measures and Prudential’s designation as a Global Systemically Important Insurer. The Global Systemically Important Insurer regime also introduces two types of capital requirements. The first, a Basic Capital Requirement, is designed to act as a minimum group capital requirement; and the second, a Higher Loss Absorption requirement reflects the drivers of the assessment of Global Systemically Important Insurer designation. The International Association of Insurance Supervisors 53 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Risk Officer’s report of the risks facing our business and how these are managed continued intends for these requirements to take effect from January 2019, but Global Systemically Important Insurers will be expected to report privately to their group-wide supervisors in the interim. The International Association of Insurance Supervisors is also developing a Common Framework (ComFrame) which is focused on the supervision of large and complex Internationally Active Insurance Groups. ComFrame will establish a set of common principles and standards designed to assist regulators in addressing risks that arise from insurance groups with operations in multiple jurisdictions. As part of this, work is underway to develop a global Insurance Capital Standard that would apply to Internationally Active Insurance Groups. Once the development of the Insurance Capital Standard has been concluded, it is intended to replace the Basic Capital Requirement as the minimum group capital requirement for Global Systemically Important Insurers. Further consultations on the Insurance Capital Standard are expected over the coming years and a version of the Insurance Capital Standard is expected to be adopted as part of ComFrame in late 2019. The International Association of Insurance Supervisors’ Insurance Core Principles, which provide a globally accepted framework for the supervision of the insurance sector and ComFrame evolution, are expected to create continued development in both prudential and conduct regulations over the next two to three years, particularly in the emerging markets of Asia. The European Union’s Solvency II Directive came into effect on 1 January 2016. The European Commission will review elements of the Solvency II legislation from 2016 onwards including a review of the Long Term Guarantee measures by 1 January 2021. Similar national and regional efforts to curb systemic risk and promote financial stability are also underway in certain jurisdictions in which Prudential operates, including the Dodd-Frank Wall Street Reform and Consumer Protection Act in the US, and other European Union legislation related to the financial services industry. The UK government has committed to holding a ‘remain/leave’ referendum on EU membership which will be held on 23 June 2016. The possible withdrawal of the UK from the EU would have political, legal and economic ramifications for both the UK and the EU, although these are expected to be more pronounced on the UK. In the US, the implementation of the Department of Labor proposal to introduce new fiduciary obligations for distributors of investment products to holders of regulated accounts would dramatically reshape the distribution of retirement products. If approved, the final rule could be in place in 2016. Jackson’s strong relationships with distributors, history of product innovation and efficient operations should help mitigate any impacts. Emerging risks (Unaudited) Generally, emerging risks are qualitative in nature and are not amenable to modelling using statistical techniques. The emerging risk identification process at Prudential seeks to leverage the expertise of the organisation through a combination of top-down and bottom-up assessments of risks. Following two years of development, the emerging risk identification process is now well-embedded across the Group. The use of ‘brainstorming’ sessions at various levels of the organisation is used as a central pillar of the emerging risk identification process to identify, develop and challenge potential emerging risks. Input is also taken from external speakers, forums and databases. The Group has also sought to maintain contacts with industry experts and peers to benchmark and refine the emerging risk-management process. For example, Prudential has been a member of the Emerging Risk Initiative at the CRO Forum for two years, and chaired this initiative for 2015. Risk factors (Unaudited) Our disclosures covering risk factors can be found at the end of this document. Risk management cycle and governance Our Group risk framework requires that all our businesses and functions establish processes for identifying, evaluating and managing the key risks faced by the Group. The framework is based on the concept of ‘three lines of defence’ comprising risk-taking and management, risk control and oversight and independent assurance. Group risk framework page 84 Risk management cycle and governance Risk identification covers Group-wide: — Top-down risk identification — Bottom-up risk identification — Emerging risk identification n Risk identifi c a ti o Risk reports are provided to the Group Executive Risk Committee, Group Risk Committee and Board which include updates on exposure against Board- approved risk appetite statements and limits. Risk reports also provide updates on the Group top risks. Risk management cycle M o n i t o r a n d report a n M a 54 Risk m and a e a s s s u e r e s s m m e e n n t t l o r nt g e a n d co Risks are assessed in terms of materiality. Material risks which are modelled are included in capital models, including E-Cap. Risks which cannot be quantified are assessed qualitatively. Risk processes that support the management and controlling of risk exposures include: — Risk appetite and limits — Financial Incidents Procedures — Large Risk Approval Process — Global Counterparty Limit Framework — Own Risk and Solvency Assessment — Reverse Stress Testing Prudential plc Annual Report 2015 www.prudential.co.ukRisk identification (Unaudited) The Group’s risk profile is a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. The risk profile is a key output from the risk identification and risk measurement processes, and is used as a basis for setting Group-wide limits, management information, assessment of solvency needs, and determining appropriate stress and scenario testing. An annual ‘top-down’ identification of our key risks assesses the risks that have the greatest potential to impact the Group’s operating results and financial condition. The bottom-up approach of risk identification is more granular and refers to the processes by which the business units identify, assess and document risks, with the appropriate coordination and challenge from the risk functions. The Group Own Risk and Solvency Assessment Report pulls together the analysis performed by a number of risk and capital management processes, which are embedded across the Group, and provides quantitative and qualitative assessments of the Group’s risk profile, risk management and solvency needs on a forward-looking basis. The scope of the Group Own Risk and Solvency Assessment Report covers the full known risk universe of the Group. In accordance with provision C.2.1 of the UK Corporate Governance Code, the directors have performed robust assessment of the principal risks facing the Company, through the Group Own Risk and Solvency Assessment Report and the risk assessments completed as part of the business planning review including how they are managed and mitigated given in this Chief Risk Officer’s report. Insurers are also required to undertake Reverse Stress Testing, which requires firms to work backwards from an assumed point of business model failure, to identify the stress scenarios that could result in such adverse outcomes. Each firm must then consider whether the likelihood of these scenarios, taking into account likely management actions, is consistent with its risk appetite and, if not, must initiate actions to address any inconsistencies. The actions considered form a part of our Recovery Plan. Risk measurement and assessment (Unaudited) All identified risks are assessed based on an appropriate methodology for that risk. All quantifiable risks which are material and mitigated by holding capital are modelled in the Group’s Internal Model, which is used to determine capital requirements under the Solvency II Pillar 1 and economic capital bases. Governance arrangements are in place to support the internal model. This includes independent validation and process and controls around model changes and limitations. Manage and control (Unaudited) The control procedures and systems established within the Group are designed to manage the risk of failing to meet business objectives. This can of course only provide reasonable and not absolute assurance against material misstatement or loss. They focus on aligning the levels of risk-taking with the achievement of business objectives. The management and control of risks are set out in the Group risk policies. These risk policies define: — The Group’s risk appetite in respect of material risks, and the framework under which the Group’s exposure to those risks is limited; — The processes to enable Group senior management to effect the measurement and management of the Group material risk profile in a consistent and coherent way; and — The flows of management information required to support the measurement and management of the Group material risk profile and to meet the needs of external stakeholders. Monitoring and reporting (Unaudited) The management information received by the Group Risk Committees and the Board is tailored around the risks identified in the annual ‘top-down’ process, and also covers ongoing developments in other key and emerging risks. Risk appetite and limits (Unaudited) The extent to which the Group is willing to take risk in the pursuit of its objective to create shareholder value is defined by a number of risk appetite statements, operationalised through measures such as limits, triggers and indicators. Risk appetite has been set at a Group aggregate level and by risk type, and covers all risks to shareholders, including those from participating and third-party business. The qualitative statements are operationalised down to the local business units through measures such as limits, triggers and indicators, and cover the most significant exposures to the Group, particularly those that could impact the Group’s aggregate risk appetite metrics. The Group Risk function is responsible for reviewing the scope and operation of these measures at least annually, to determine that they remain relevant. On the recommendation of the Group Risk Committee, the Board approves all changes made to the Group’s risk appetite framework. We define and monitor aggregate risk limits based on financial and non-financial stresses for our earnings volatility, liquidity and capital requirements as follows: Earnings volatility: The objectives of the aggregate risk limits seek to manage that: — The volatility of earnings is consistent with the expectations of stakeholders; — The Group has adequate earnings (and cash flows) to service debt, expected dividends and to withstand unexpected shocks; and — Earnings (and cash flows) are managed properly across geographies and are consistent with funding strategies. The two measures used to monitor the volatility of earnings are IFRS operating profit and EEV operating profit, although IFRS and EEV total profits are also considered. Liquidity: The objective is to monitor that the Group is able to generate sufficient cash resources to meet financial obligations as they fall due in business as usual and stressed scenarios. Capital requirements: The limits aim to manage that: — The Group meets its internal economic capital requirements; — The Group achieves its desired target rating to meet its business objectives; and — Supervisory intervention is avoided. The two measures used to define the limits are Solvency II capital requirements and internal economic capital requirements. In addition, outside the UK, capital requirements are monitored on local statutory bases. We use an internal economic capital assessment calibrated on a multi-term basis to monitor our capital requirements across the Group. This approach considers, by risk drivers, the timeframe over which each risk can threaten the ability of the Group to meet claims as they fall due, allowing for realistic diversification benefits. This assessment provides valuable insights into our risk profile and for continuing to maintain a strong capital position. With the introduction of Solvency II, the existing European Union Insurance Group Directive’s risk appetite statement has been replaced with a Solvency II Pillar 1 risk appetite. As part of our annual business planning cycle the risk appetite framework plays an integral role. The Group Risk Committee is responsible for reviewing the risks inherent in the Group’s business plan and for providing the Board with input on the risk/reward trade-offs implicit therein. This review is supported by the Group Risk function, which uses submissions from our local business units to calculate the Group’s aggregated position (allowing for diversification effects between local business units) relative to the aggregate risk limits. 55 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGroup Chief Risk Officer’s report of the risks facing our business and how these are managed continued Risk policies (Unaudited) Risk policies set out specific requirements for the management of, and articulate the risk appetite for, key risk types. There are core risk policies for credit, market, insurance, liquidity and operational risks and a number of internal control policies covering, internal model risk, underwriting, dealing controls and tax risk management. They form part of the Group Governance Manual, which was developed to make a key contribution to the sound system of internal control that we maintain in line with the UK Corporate Governance Code and the Hong Kong Code on Corporate Governance Practices. Risk culture (Unaudited) The increasing regulatory focus on market participants instilling corporate cultures that support prudent management and outcomes for consumers is indelibly linked to what we do and how we do it. The ‘risk culture’ (as a subset of the broader business culture) is reflected in the values and behaviours the Group displays when managing risk. It therefore permeates throughout the Group’s Risk Framework and governance processes. The Group promotes a responsible risk culture in three main ways: — By the leadership and behaviours demonstrated by management; — By building skills and capabilities to support risk management; and — By including risk management (through the balance of risk with profitability and growth) in the performance evaluation of individuals. Senior management leadership Senior management promote a responsible culture of risk management by emphasising the importance of balancing risk with profitability and growth in decision making, while seeking to ensure compliance with regulatory requirements and internal policies. As part of this, they encourage all employees to be risk-aware and to take personal responsibility for identifying and helping to address risk issues. Building skills and capabilities The Group works to build skills and capabilities in risk management, which are needed by both senior management and risk management specialists, while attempting to allocate scarce resources appropriately. Performance management The Group includes risk management measures that balance risk taken with profitability and growth achieved in the performance evaluation of key individuals, including both senior management and those directly responsible for risk management (objectives may be quantitative or qualitative as appropriate). The remuneration strategy at Prudential is designed to be consistent with its risk appetite, and the Group Chief Risk Officer advises the Group Remuneration Committee on adherence to our risk framework and appetite. Viability statement In accordance with provision C.2.2 of the UK code, the directors have assessed the prospects of the Company and the Group by reference to the three-year planning period to December 2018. The Group prepares a business plan annually covering a three-year period on a rolling basis. This plan covers projected performance with regards to profitability, cash generation, the capital position of the Group and the parent company’s liquidity over this three-year period. The Group’s risk appetite framework forms an integral part of the annual business plan. The financial performance, capital, and liquidity positions over the plan period are tested against the Group’s risk appetite statements which are set by the Board to ensure the ongoing viability of the Group. They are also subjected to other stress scenarios, such as substantial declines to interest rates and equity markets based on a macroeconomic assessment for each period, so as to evaluate the Group’s resilience to significant deteriorations in market conditions and other shock events. The impact on the business of known areas of regulatory change whose financial implications can be reasonably quantified is also considered as part of the plan. In making the assessment, the directors have taken into account the Group’s current position and the potential impact of the principal risks faced by the Group. The Group’s business activities and the factors likely to affect its future development, successful performance and position in the current economic climate are set out on pages 4 to 35. The risks facing the Group’s capital and liquidity positions and their sensitivities are referred to on pages 45 to 54. 56 Based on this assessment, the directors have a reasonable expectation that the Company and the Group will be able to continue in operation and meet their liabilities as they fall due over the three- year plan period to December 2018. In addition to these considerations, the directors regularly consider strategic matters that may affect the longer-term prospects of the Group. Further, the Group as a whole, and each of its life assurance operations, are subject to extensive regulation and supervision, which are designed primarily to reinforce the Company’s management of its long-term solvency, liquidity and viability to ensure that it can continue to meet obligations to policyholders. In particular, the Group and UK insurance subsidiaries are subject to the capital adequacy requirements of the European Union Solvency II regulatory basis as implemented by the Prudential Regulation Authority in the UK. Capital requirements for the Group’s other subsidiaries are also monitored on their local regulatory bases. In addition to these external capital metrics, the Group uses an internal economic capital assessment to monitor its capital requirements across the Group. Further details on the capital strength of the Group are provided on pages 45 and 46. Notes 1 Representing Solvency II own funds of the UK with-profits funds. 2 Excludes Group’s proportionate share in joint ventures and unit-linked assets and holdings of consolidated unit trust and similar funds. In the ‘Shareholder exposure by rating’, 75 per cent of non-rated assets are internally rated, privately held loans. 3 Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review Helping build strong communities Performance highlights total community investment £21.7m 51,979 hours volunteered by employees across the Prudential Group ‘Our businesses provide social and economic benefits to communities around the world. Through our corporate responsibility activities and using our resources and the skill and energy of our employees, we provide benefits to customers, communities and the environment.’ Paul Manduca Chairman Our corporate responsibility strategy Our Group approach to corporate responsibility is underpinned by four global principles: — Serving our customers; — Valuing our people; £519,826 donated by employees through payroll giving across the Group We aim to provide fair and transparent products that meet our customers’ needs — Supporting local communities; and Page 58 — Protecting the environment. u r e r s Servin g o custo m V a l u p i n e o g o p le ur Prudential provides solutions that address the biggest financial dilemmas people face. Whether it’s the need for income in old age, support for children’s education or for protection in case the main household earner becomes ill, we offer solutions targeting each of these potentially life- changing events, based on our long-term approach to our customers and our business. This purpose, and this long-term approach, is reinforced by our Group-wide corporate responsibility strategy. Through our corporate responsibility programmes around the world we help to build stronger and more sustainable communities, and in the process provide benefits to our customers, our colleagues and the environment. We seek to make a positive contribution to our communities through long-term partnerships with charitable organisations that make a real difference Su co p p m o r ti m n u n g l o i t i c e a s l Page 61 Long-term sustainable value r P e o te cting th v iro n m ent n e We aspire to retain and develop highly engaged employees We take responsibility for the environment in which we operate Page 59 Page 64 57 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur Group approach to corporate responsibility is underpinned by four global principles: — Serving our customers: we aim to provide fair and transparent products that meet our customers’ needs; — Valuing our people: we aspire to retain and develop highly engaged employees; — Supporting local communities: we seek to make a positive contribution to our communities through long-term partnerships with charitable organisations that make a real difference; and — Protecting the environment: we take responsibility for the environment in which we operate. These principles provide a framework within which our businesses shape their own individual corporate responsibility goals – our strong belief is that corporate responsibility is best managed and delivered by those closest to the customer and local stakeholders. This review gives an overview of our activities and progress in 2015. More detailed information is available online at www.prudential.co.uk/corporate- responsibility Serving our customers Prudential has been meeting people’s needs for more than 167 years and today we serve 24 million insurance customers across four continents. We offer solutions for customers as they face the biggest financial challenges of their lives. Those issues vary in different parts of the world, and in each of our businesses we are focused on providing for a distinct set of customers’ needs. Those are: the significant and growing demand for saving and protection of the middle class in Asia, the retirement income needs of baby boomers in the US, the financial requirements of the UK’s ageing population, which needs both to save more and to access secure income in retirement, and the growing needs of customers in our new markets in Africa. We want our customers to stay with us for the long term. This means we must proactively listen to them to understand and respond to their changing needs, and maintain their trust in us with fair, transparent products and service. We achieve this by not only delivering consistent performance from all our businesses, year in and year out, but also by ensuring that performance is sustained over the long term. 58 Asia In Asia, we focus our efforts on helping our customers build better futures for themselves and their families, by helping to fill the savings and protection gap that exists in many countries in the region. The extent of this gap is clear. In terms of protection, in Asia overall 42 per cent of healthcare spend is out-of-pocket, with this figure reaching 56 per cent in some markets, compared with 12 per cent in the US and 9 per cent in the UK. While in Asia savings represent 44 per cent of GDP, compared with 18 per cent in the US and 13 per cent in the UK, 60 per cent of assets in Asia are held in cash, compared with 31 per cent in the US and 26 per cent in the UK. These figures illustrate the shortfall in both protection and savings opportunities in the region, and our products and services are designed to help make up that shortfall. Before launching any initiative, we always listen to and understand our customers’ needs. This allows us to propose financial solutions customised for different groups, whether that is young parents or middle- aged people providing for their extended family, for example. Prudential Corporation Asia introduced a number of tailored products and services to meet our customers’ changing needs in 2015. With cancer survival rates increasing in Hong Kong and the region, PRUhealth cancer multi-care was launched to address anxieties about the financial impacts of multiple cancer strikes. This plan serves customers with the right support exactly when they need it most. Prudential Singapore’s PRUCover Total Refund is designed to provide much-needed security and reassurance for customers during times of crisis. In the event of critical illness, customers can focus on improving their health while being assured that they have the financial support to see them through this stressful time. The affected customer will receive a lump sum payout as well as a waiver of future premiums, while also continuing to receive coverage for death and terminal illness. In the event of accidental death, family members of the policyholder will receive a payout of three times the sum assured. PRUCover Total Refund also rewards those who have remained in good health. If customers do not have claims on the Critical Illness Benefit, they will receive a refund on the total premiums paid at the end of the policy term. Prudential Thailand introduced a new series of unit-linked plans that allow customers to accumulate wealth through regular premium contributions. Varying unit allocation and life protection coverage is available depending on the customers’ needs. This series allows customers who have protection needs to enjoy life protection coverage as high as 30 times the annual premium and still be able to benefit from the asset appreciation. To further strengthen the unit-linked platform, the fund choices have been expanded by offering foreign investment funds in order to better meet different customers’ needs and risk appetite. Meanwhile, Prudential Hong Kong’s Customer Day puts customers’ needs at the forefront. During the event, a facilitator asks customers about their experiences with Prudential, with customers sharing many insightful comments. Around 200 managers and senior management attended the inaugural Customer Day, interacting with customers to answer questions and gain further insight into what customers think and how they feel. US Prudential’s US operation develops and distributes products that seek to address the retirement needs of its more than four million contract-holders and provide them with security through the ups and downs of financial market cycles. Jackson offers a diverse range of variable, fixed and fixed-index annuity products, designed with a variety of custom options to fit different financial goals. Many Americans are approaching retirement with inadequate resources. Private defined-benefit pension plans are disappearing, government defined-benefit plans are underfunded, and social security, whose long-term status is in question, was never intended to be the primary retirement plan. At the same time, increasing life expectancy and the difficulty for individual investors in capturing market returns have added to the pressure on retirement resources. The low interest-rate environment presents extra challenges, hindering the growth of savings and the ability to generate income from savings. Retirees need access to equity market growth, protection of their principal, a way of converting savings into retirement income and a degree of certainty. The variable annuities that Jackson offers can provide both guaranteed income and access to market growth. They are a way for investors to access guaranteed income for life, making them in effect a defined- benefit plan for the 21st century. Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review continuedJackson’s Elite Access is a variable annuity that enhances traditional investing through diverse investment options, access to portfolios previously unavailable to retail investors, and tax advantages that help customers seek opportunities and manage risk throughout the economic cycle. Elite Access is a logical extension of Jackson’s variable annuity investment freedom philosophy, which provides customers with a large set of investment options and the ability to tailor the portfolio to their investment risk appetite. Jackson has launched a new tool to support Elite Access, the Elite Access 1:1 Video Presenter. This is an interactive and personalised multi-media experience created to enable Jackson wholesalers to engage key audiences and help advisers grow their business. The tool features adviser-facing and client-facing versions. From the moment an adviser or investor engages with the video, they are met with a user experience that is focused entirely on them, which is what makes this tool unique. It is centred on meeting the needs of the audience and providing an experience that is led by the individual. The business is proactively strengthening relationships and creating a distinctive presence in the market. Jackson has a long history of providing premier service to the producers and clients who interact with the Company every day. As part of the Company’s ongoing commitment to exceeding best practices and delivering top-quality service, Jackson introduced the new Beyond World Class Service eLearning training module in 2015. The module poses everyday service scenarios to prepare and educate operations associates how to best answer producer and client service requests. The training has been designed to help employees better understand how and why the business measures the quality of performance through the eyes of external customers. It focuses on the impact of poorly-handled service issues and allows employees to practise identifying and reporting service experiences through real case studies. The module presents an actor-driven, service-recovery scenario from the perspective of the producer, employee, customer service support and distribution teams. The two-part module showcases how service experiences impact Jackson’s business through real-life re-enactment, showing the employee how the service call has gone wrong, followed by practice scenarios. Scenarios are pulled directly from trending reports to help associates identify the issue, select an appropriate resolution and flag the experience to complete the exercise. This will ensure employees are trained in how best to meet producer and client expectations and understand how to handle an experience if they are dissatisfied. UK and Europe The UK’s pension and retirement income system underwent significant reform during 2015. Known as pension freedoms, the reforms give consumers greater flexibility to access their pension savings in retirement. Prudential reacted quickly when the reforms were announced in the March 2014 Budget, committing significant resources to ensure that our processes facilitated the new regime when it launched just over a year later in April 2015. In the past year the business made two significant enhancements that have broadened access to products. The Flexible Retirement Plan was enhanced to include the introduction of a Flexible Drawdown option in advance of April’s pension reforms. Further developments were introduced in September 2015, when a non-advised flexible drawdown plan, the Pension Choices Plan, was introduced for those clients who choose not to be advised. PruFund, the business’s flagship multi-asset investment range, was made available through an ISA wrapper for the first time in February 2015. As part of Prudential UK & Europe’s commitment to placing the customer at the heart of everything they do, Prudential also began the rollout of the new MyPru online service, which allows UK customers to take greater control of their products online without having to make direct contact. The drive to continually improve customer service quality has, once again, been reflected in Prudential UK & Europe’s continued success in the Financial Adviser Service Awards, which are voted on by financial advisers. In 2015, Prudential secured the Company of the Year Award for the first time, while retaining its coveted Five Star ratings in the Life and Pensions and Investments categories for the fifth consecutive year. Asset management M&G, Prudential’s UK and European asset management business, is a long-term, active investor that takes seriously its responsibilities as a steward of clients’ assets, often working closely with the management of the companies in which we invest. M&G’s investment teams incorporate environmental, social and governance (ESG) factors into investment analysis and decision-making processes, wherever they have a meaningful impact on risk or return. Active voting is an integral part of the investment approach, both adding value and protecting our interests as shareholders. The M&G website provides an overview of voting history: www.mandg.com/corporate/about-mg/ investment-philosophy/corporate- governance/voting-history/ Reflecting this approach, M&G is a signatory to the UN Principles for Responsible Investment (UNPRI), an international network of investors working together to promote responsible investment practices. M&G provides market insights to clients, intermediaries and others through a number of channels, including a programme of roadshows and events. The M&G Client Council, launched in 2014, offers customers who invest directly with M&G an opportunity to help shape our products and services, in line with their needs. These investors give feedback through online surveys and interviews throughout the year, and members are kept informed about the results with regular emails and updates on a dedicated website. Valuing our people We foster an environment in which our people find value and meaning in their work, and deliver outstanding performance for our customers, shareholders and communities. This is achieved through our continued focus on diversity and inclusion, talent development, employee engagement, and performance and reward. Diversity and inclusion Prudential believes that a diversity of skill sets and backgrounds enriches the organisation. Given the diverse nature of our business and our stakeholders, we are committed to making diversity and inclusion a competitive advantage for our organisation. By continuing to ensure diversity among senior leadership teams and pipelines, as well as across the entire employee population, we aim to further increase the positive impact of diversity on our commercial success and ability to successfully compete in an increasingly complex and dynamic business environment. We believe in respecting human rights, acting responsibly and with integrity. Our policies are guided by the principles of the UN’s Universal Declaration of Human Rights and the International Labour Organisation’s core labour standards. These are also incorporated into our Group Code of Business Conduct, which sets out the Group values and expected standards of behaviour for all employees, and in our Group Outsourcing and Third Party Supply Policy. We maintain an inclusive culture that is sensitive to the needs of all employees. In particular, our Group-wide Diversity and Inclusion policy acts to ensure that each of our businesses takes appropriate measures to prevent discrimination in the workplace, and provides equality of opportunity both for our employees and for candidates that wish to join our Group regardless of their sex, race, age, ethnic origin, marital status, pregnancy and maternity, caring responsibilities, civil partnership status, any gender re-assignment, sexual orientation, religion or belief, disability 59 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcor part-time/fixed-term work. As such, we give full and fair consideration and encouragement to all applicants with suitable aptitude and abilities. For those employees and applicants with disabilities, we make appropriate disability adjustments as required, and ensure that we can provide training and career development opportunities for all. We monitor the diversity of our leadership and our leadership pipeline, with diversity and inclusion KPIs reported to the Board annually. Across our businesses our commitment to diversity and inclusion is supported by initiatives such as reviews of pay and performance management consistency, providing training to managerial and non-managerial staff, supporting flexible working arrangements, and engaging with recruitment firms to mitigate unconscious bias and diversify the pool of potential candidates. In Prudential Corporation Asia, since 2009 a Financial Literacy for Women programme has shared tips and training on financial planning and management with more than 19,000 female entrepreneurs. Our North American business is involved in the Women of Color STEM Conference, which recognises outstanding women in the science, technology, engineering and mathematics fields; and M&G has introduced the Women in Fund Management Roundtable, an internal network of senior women investors to support a shift in the gender balance within investment functions. Many of our businesses also run apprenticeship schemes. In 2015 we further nurtured two affinity networks: M&G Pride for LGBT employees and allies and the London-based Prudential Women’s Professional Network, each of which held several well-attended events. A third cohort of colleagues based in the UK have joined The Pearls Programme, a UK-based development initiative designed to support women in middle- to senior- management positions in building confidence, capabilities and contacts. 60 Gender diversity across Prudential as of 31 December 2015 is shown below. Headcount Total Male Female Chairman and independent Non-executive Directors Executive Directors1 Group Executive Committee (GEC) (includes Executive Directors1) Senior managers (excludes the Chairman, all directors and GEC members) 10 6 11 65 8 5 10 52 2 1 1 13 Whole Company2 (includes the Chairman, all directors 23,507 10,879 12,628 and GEC members) 1 Does not include announcements made after 31 December 2015: John Foley’s appointment to Executive Director and Anne Richards to replace Michael McLintock later in 2016. 2 Excludes PCA joint ventures. Talent development We recognise that people are our key resource, that investment in their development is essential to deliver our strategy, and that the quality of leadership across the Group is fundamental to the future growth and success of the business. We review our talent annually and offer a range of programmes that enable our people to continue to grow and develop. The majority of these are managed by our business units, while Group human resources focuses on tailored programmes for senior leaders across the organisation, succession planning for senior roles and development of our leadership talent pipeline. We invest in succession planning for our leaders and critical specialists, and segment our talent to identify short-, medium- and long-term successors and support them with the appropriate development and career planning, to ensure that we maintain an appropriate balance of internal progression and external hires. Individually tailored development offerings are provided for our most senior executives so they are well prepared to deliver the long-term ambitions of the Group. In addition, in 2015 more than 180 senior high-potential individuals participated in our Group-wide leadership development programmes Impact, Agility and in our new programme for emerging talent, Next Generation. These programmes have been developed in partnership and co-delivered with world-leading academic institutions such as Duke Corporate Education, the Oxford Saïd Business School, and the London School of Economics. Within our businesses there are many examples of our continuing commitment to talent development. Prudential Corporation Asia develops CEOs with targeted high-touch programmes, such as cross-company experience and industry expectations, for them to stay relevant and gain new insights. In the US, Jackson University provides a highly customisable approach for associates’ personal development and professional learning; and Prudential UK provides a fully differentiated management development offering, distinguishing the requirements of aspiring managers and experienced leaders. M&G Real Estate supports career development through a fund manager job shadowing programme; and Group Head Office provides innovative programmes (designed in partnership with top academic institutions such as the London Business School and Cambridge Judge), which offer leadership development and the opportunity to gain valuable experience through relevant business projects. Employee engagement An array of initiatives are in place within our different businesses to drive employee engagement. Depending on the business this engagement can start as soon as a new employee joins us, with an induction programme to learn about the history and strategy of the Group. Throughout the employee’s career, additional opportunities may include being offered a number of high-impact training sessions as well as workshops on resilience, managing energy and enhancing productivity. Each of our businesses manages its own intranet, providing all employees with access to regular updates, articles and internal and external news items relevant to the business and its geographical location. Each intranet also gets updated with material news from across the Group. Some of our businesses hold regular employee open forums with senior management, conduct yearly engagement surveys or organise awaydays to discuss the business, our performance and internal management. Any highlighted issues are then used to improve the way in which we work. In addition, there are informal opportunities to meet senior managers and facilities to network with both peers and Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review continuedsenior leaders across functions; and well-being programmes to support sustainable high performance. We also have policies to encourage and support volunteering for charitable causes. The success of our efforts has again been recognised internally and externally. In 2015, engagement surveys in various business units showed excellent results. We have also received prestigious awards. For example, M&G was the highest- ranking asset manager in the Glassdoor survey of Best Places to Work in Consulting and Finance, and seventh in the Rate-My- Apprenticeship Top 60 Employers 2014-15. The ranking is based on anonymous reviews of current and former staff. Supporting local communities Our community programmes are grouped around the broad theme of ‘Strong Foundations’. This reflects our focus on helping communities establish those fundamental building blocks essential for their long-term futures. Our three ‘building blocks’ represent areas of primary need: Education and life skills In addition, our businesses in the UK have a longstanding relationship with the union Unite. We encourage volunteering, through which our employees can support our communities and acquire new skills. Strengthening numeracy, financial literacy and employment training Disaster readiness and relief Providing long-term support to help prevent disasters and deal with their impact Further details page 63 Wellbeing and protection Performance and reward Our reward packages are designed to attract, motivate and retain high-calibre people across all levels. Each individual contributes to the success of the Group and should be rewarded accordingly. We recognise and reward high performance while operating a fair and transparent system of reward. Reward is linked to the delivery of business goals and expected behaviours, and we ensure that rewards for our people are consistent with our values and do not incentivise inappropriate risk-taking. To enable this, employees are not only regularly assessed on ‘what’ they have achieved, but also on ‘how’ they did so. There are recognition initiatives running across our businesses, such as the Prudential Stars awards at Group Head Office, which are made to individuals nominated by their colleagues for outstanding examples of execution, impact and engagement. We believe in the importance of enabling our employees to have the opportunity to benefit from the Group’s success through share ownership, and operate employee share plans across the UK and Asia. This includes PruSharePlus which first launched in 2014 and is open to all employees of Prudential in Asia. PruSharePlus enables Prudential’s employees to share in the longer-term success of the business, and actively encourages share ownership and engagement with the business by providing a market-competitive share- matching plan. We were delighted that PruSharePlus recently received an award from the Global Equity Organization in recognition of its innovative and creative plan design. Helping provide resources, such as clean water and shelter, that are essential for health and a thriving future The inherent long-term social value of our business is complemented by community investments in each of the markets in which we operate. We provide support to charitable organisations through both funding, and the experience and expertise of our employees. We establish long-term relationships with our charity partners to ensure that the projects we support are sustainable and we work closely with them to ensure that our programmes continuously improve. The diversity of our markets means that our programmes vary from region to region, but a shared focus for our community investment is education and life skills. These activities include financial education, support to improve social mobility and employee volunteering. Education and life skills In Asia, Prudence Foundation – the charitable arm of Prudential Corporation Asia – aims to maximise the impact of our community investment efforts in the countries where we have a presence. Its mission is to make a lasting contribution to societies across Asia through sustainable initiatives focused on three pillars: Children, Education, and Disaster Preparedness and Recovery. The First Read programme was launched in 2013 in partnership with Save the Children in Cambodia and the Philippines. It works closely with parents of pre-school children to promote home-based early childhood care and development (ECCD) and address the issue of literacy. The programme enables parents to help develop their children’s early literacy skills and overall well-being so they can benefit from future schooling and prevent repetition of grades and dropping out of school, which is a significant issue in both countries. First Read also supports and collaborates closely with local book publishers, helping to develop and create new books written in local languages. Since inception, the programme has benefited almost 190,000 adults and children up to the age of six. In addition, First Read has indirectly benefited over 440,000 community members through the sharing of knowledge and resources. Prudence Foundation launched Cha-Ching, a multi-media programme built around a series of three-minute animated music videos, in 2011 to help parents instill ‘money-smart skills’ in children aged seven to 12. This was developed with Cartoon Network and Dr Alice Wilder, an award- winning children’s education specialist, to help children learn the fundamental money management concepts of earn, save, spend and donate. The programme has gained international recognition for promoting financial literacy, and won several industry awards. Over the past few years it has grown to become one of the top-rated children’s television programmes in Asia. Today Cha-Ching is available in 10 languages in Asia, reaching 51 million households a day across Asia through the Cartoon Network. The Cha-Ching website has more than 73 million page views, and YouTube music videos have two million views. The Cha-Ching School Contact Programme, which brings Cha-Ching directly to schoolchildren across Asia, continues to develop and expand. To date it has reached more than 200,000 school children in nine countries. The Foundation has also started to work with Junior Achievement to develop a standardised school curriculum for Cha-Ching, which will be launched in 2016. This will further help meet the need for stronger financial literacy capabilities in students across Asia. In the US, Jackson has pledged to support a new Teen Center at the Boys & Girls Club of Lansing, Michigan. The commitment is from the business and individual employees who will contribute toward the total investment needed to complete the project. The new Jackson Teen Zone will be added onto the existing Boys & Girls Club facility and will provide a much-needed quiet space for homework, college prep and Money Matters, a financial literacy curriculum designed by Boys & Girls Club of America. Every day more than 250 young people go to the Boys & Girls Club of Lansing. As one of the most respected brands in the UK – according to Opinion Leader Brand Tracking we are the second most trusted insurance company in the UK – Prudential is taking a major role in helping to shape future job prospects for young people. Over the past two years the business has recruited 130 young people to join the 61 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Our communities in focus Every Saturday for six weeks, volunteers from Prudential worked with Prestasi Junior Indonesia to regenerate vacant wasteland and promote healthy living in a low- income, densely populated area of South Jakarta. The project involved clearing rubbish and educating residents on appropriate waste management. Volunteers helped transform the area into a cleaner, safer environment and facilitated local health clinics and financial education sessions. volunteered 325 employees 1,625 hours 2,996 volunteered beneficiaries highly regarded apprenticeship programme, gaining important work and life skills as well as achieving recognised vocational and professional qualifications. As a National Champion of Business in the Community’s Business Class programme, Prudential UK & Europe works to set and promote the direction of the nationwide programme. It also partners with three schools, in London, Reading and Stirling, with over 320 employees having supported more than 3,400 children since 2013, including with pupils’ interview and presentation skills and building public speaking confidence. In India, Prudential UK & Europe works in partnership with the NGO, Magic Bus, which provides children from marginalised communities with opportunities for learning and developing work-readiness skills. This is achieved via a sport-focused activity curriculum, mentorship and employability programmes. We have specifically supported a personal development programme for 500 children and an employability skills workshop for 150 children. M&G continues to fund a literacy centre at a primary school in the London Borough of Lambeth by funding the work of Springboard for Children, a charity that provides support to children whose reading age is significantly below their national average reading age. In our new markets in Africa we have committed to provide support for academically able but financially disadvantaged high school students, and to help build capacity for training in actuarial sciences at local universities. Working with Plan International, the Prudential Scholarship 62 scheme, started in Ghana, has now been extended to Kenya and the two schemes will help more than 700 students to complete their secondary school education. Throughout 2016 we will work with Plan Uganda to build new classrooms and latrines and provide up-to-date learning equipment as well as financial support for vulnerable students. The potential reach will be 5,267 girls and boys in six secondary schools in northern Uganda. In addition we have established the Prudential Actuarial Support System awards for actuarial science in universities in Ghana and Kenya to support the top 10 graduating students for three years. Disaster readiness and relief As a life insurance and asset management company, our core business is the provision of protection, security and risk mitigation to families. Over the past four decades, the Asia-Pacific region has experienced 75 per cent of the world’s natural disasters, resulting in a loss of nearly two million lives. The Prudence Foundation is working with NGOs to help communities better prepare for such disasters before they strike. The Foundation has a strategic approach to its efforts in disaster preparedness, focusing on three key areas: mass education and awareness, capacity building and advocacy. In each area we have programmes that serve a vital need to help communities in the region become more disaster-resilient. As part of a mass education initiative, the Foundation launched Safe Steps in May 2014, in partnership with National Geographic Channel and endorsed by the International Federation of the Red Cross and Red Crescent Societies. Safe Steps is a first-of-its-kind pan-Asian public-service initiative to enhance disaster preparedness and awareness through the dissemination of educational survival tips for natural disasters. It is a multi-platform programme including on-air video messages, an informative website and educational collateral that can be shared among communities. Core to the programme is a series of 60-second educational videos which advise individuals and households what they should do when disasters strike. Together with on-air television distribution and through our partnerships with governments, NGOs and the private sector, Safe Steps has the potential to reach over 100 million people every day. For capacity building, we partner with Plan International and Save the Children to implement the Safe Schools programme in Indonesia, the Philippines, Thailand and Vietnam. Safe Schools focuses on placing schools at the heart of building a culture of disaster preparedness within communities. This is performed by training students and their teachers in key disaster management skills, and supporting the organisation of disaster simulations and evacuation drills for students and their community. Since we began in 2013, over 36,000 students have participated, together with more than 11,000 teachers. As a form of advocacy, Prudence Foundation partners with CSR Asia to host an annual Disaster Preparedness Forum in one selected city in Asia. We firmly believe the private sector has an important role to play in strengthening community disaster resilience, and this Forum provides a unique platform for dialogue and exchange of ideas between government, NGO, humanitarian and private-sector participants. We have held three forums to date, in Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review continuedJakarta in 2013, Manila in 2014 and most recently in Hanoi in 2015, with close to 500 participants representing the various stakeholders. As part of our focus on disaster relief and recovery, Prudence Foundation provided financial donations for emergency relief efforts in Malaysia following the severe floods in January 2015, in Nepal after the devastating earthquake in April 2015, and in Myanmar after the floods in August 2015. In Malaysia we were also able to provide support for long-term rehousing efforts, partnering with Epic Homes, a local NGO, to fund and build 14 new houses for a remote village in Kelantan state. Similar to our efforts in Bantayan Island, the Philippines, Prudence Foundation sponsored a month-long 500-volunteer effort to complete construction of the houses, which also included 100 Prudential volunteers from across Asia. As a Group, Prudential has been a partner of Save the Children’s Emergency Fund for a number of years and has committed in 2016 to a further three years. The Children’s Emergency Fund enables the charity to respond immediately to emergencies in countries where there is the greatest need and where children are most at risk. Save the Children has been able to use the Children’s Emergency Fund to respond to 124 disasters across 49 countries in 2015, which demonstrates the scale of the need and the power of the emergency fund as a resource for their response work. Wellbeing and protection We help to provide the resources that are essential to secure a healthy, thriving future for our customers, our people and our communities. We work with local communities to develop strong, sustainable projects that meet local needs. For example, Jackson employees are actively engaged in our commitment to communities by taking part in programmes such as the Jackson National Community Fund Advisory Committee and the employee-nominated matching programme. The Jackson National Community Fund supports charities that help the elderly and children through quarterly grants in communities where Jackson’s four largest offices are located. Jackson’s matching programme offers a two-to-one match on all employee donations made to approved charities. This programme ensures that causes important to employees are given charitable consideration and ensures Jackson’s support is received by responsible organisations where funding will create a significant impact. Jackson has played a key role in building Beacon Field, Lansing’s only drop-in youth soccer field, which opened in September 2015. Use of the field is free and open to anyone. It includes synthetic turf and features two goals, kick boards and solar lights. The charitable priorities of the business are to serve children and senior citizens, and Jackson was keen to collaborate with other businesses to be part of a project to build a safe place for young children to play soccer in the heart of downtown Lansing. The project has enhanced a run-down part of Lansing and brought community, corporations and local businesses together to maximise benefits for the local community. Prudential UK & Europe employee volunteers have continued to be involved in Call in Time, an Age UK telephone befriending programme that matches each volunteer with an older person who they speak to weekly. This year, 42 lonely and isolated older people have been supported by Prudential volunteers, with some volunteers having now been involved in the programme for more than six years. In 2015, M&G Investments continued to provide support to some of the most deprived and disadvantaged communities located near its offices. A total of 228 charities and community organisations The programme offers the opportunity to increase the charitable involvement of Jackson while also developing professional leadership skills for employees, which not only provide valuable contributions to the boards they serve on but also benefit their careers and personal lives. At the conclusion of each Jackson Board Corps class, Jackson’s CSR team helps pair each employee with a charitable organisation in line with their area of interest. The Jackson Board Corps programme is changing the way employees volunteer with charitable organisations. Since its launch in 2014, 40 Jackson employees have been trained to serve in leadership positions for non-profit organisations. The Board Corps programme consists of a series of classes and group work led by philanthropy experts, along with non-profit site visits. The classes and group work allow employees to further develop their leadership skills, while the site visits help participants explore what type of charity and mission resonate with them personally. received donations, enabling positive and lasting changes to be made in the lives of thousands of people. Projects across a range of sectors gained benefits as a result. Academic achievement was encouraged through support given to schools and educational establishments. A number of social, welfare, children and youth programmes were funded – many of which addressed issues of social cohesion, feelings of isolation and lack of inclusion in community life. Medical facilities such as hospitals and hospices were also recipients of funding, as were projects related to the arts and environmental conservation. The Chairman’s Challenge and employee volunteering Many of our employees play an active role in their communities through volunteering, charitable donations and fundraising. In the UK, the US and Asia we offer our employees the opportunity to support charities through payroll giving. In 2015, employees across the Group volunteered in their communities on a range of projects, providing a total of 51,979 hours of volunteering. We recognise that employee volunteering brings benefit not only to the charities but also to the development of our people, and we actively encourage colleagues to participate in our programmes. More than 7,000 employees volunteered through Prudential’s flagship international programme, the Chairman’s Challenge, which encourages people from across the Group to volunteer on projects initiated by our global charity partners, including Plan International, Help Age International and Junior Achievement. Each volunteering project focuses on one or more of our Strong Foundations themes and allows us to support both large, well-established charities and innovative, smaller-scale activities with volunteers as well as financial support. Prudential donates £150 to our charity partners for every employee who Our communities in focus 63 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcPolitical donations It is the Group’s policy neither to make donations to political parties nor to incur political expenditure, within the meaning of those expressions as defined in the Political Parties, Elections and Referendums Act 2000. The Group did not make any such donations or incur any such expenditure in 2015. Protecting the environment The management of environmental issues is an integral part of managing the total risks faced by our business. Part of our strategy to mitigate against climate change includes: — Measuring, reporting and improving environmental performance of our global operations; and — Improving the indirect environmental impacts as an asset owner. In addition to our own internal reduction targets, we also participate in the Carbon Disclosure Project. This survey captures data on a whole range of different aspects of an organisation’s impact on the global environment. Over the last three years we have been able to provide increasing levels of detail and this has improved our disclosure score from 70 per cent in 2013 to 97 per cent in 2015, and our performance rating from D to B. We are also a member of ClimateWise, which is a voluntary leadership group driving an insurance industry response to the transition to a low-carbon, climate-resilient economy. As part of our membership we report, and are independently measured, against six core principles. During 2015 we were able to increase our score and ranked within the top 10 members. For more information the latest ClimateWise report can be found at: www.cisl.cam.ac.uk/publications/ sustainable-finance-publications/ a-climate-of-change Our environment in focus registers for the programme. Charity partners use this money to seed-fund charitable projects for Prudential volunteers. Employees across the Group are involved in the voting process to decide the most innovative projects. As well as volunteering efforts on behalf of the Chairman’s Challenge, employees around the Group volunteered on a huge range of other charitable projects, from providing relief following disasters to mentoring schoolchildren, supporting the elderly and skills-sharing. Prudential RideLondon The 2015 Prudential RideLondon, the world’s biggest festival of cycling, was a great success. This was the third RideLondon sponsored by Prudential and raised more than £12 million for charity, promoting health and providing a memorable occasion for participants and spectators and an opportunity for Prudential staff from around the world to take part. Around 70,000 people took to the streets of London on 1 August to enjoy cycling on traffic-free roads in the Prudential RideLondon FreeCycle. The following day, 25,000 people took on the challenge of cycling 100 miles through London and the hilly country to the south- west in the Prudential RideLondon-Surrey 100, with more than 180 cyclists from across the Group, including colleagues from Group Head Office, Prudential UK & Europe, M&G, Jackson and Prudential Corporation Asia. In addition, 160 colleagues were on duty as volunteers to help make the event a success. The programme also featured two professional races involving some of the world’s best riders – the Prudential RideLondon Grand Prix women’s race around St James’s Park on the Saturday and the Prudential RideLondon Classic men’s professional race on the Sunday, which followed the same course as the amateur riders earlier in the day. All the weekend’s events featured prominently on national TV and radio and in the press. In its first three years, Prudential RideLondon participants have raised more than £29 million for good causes throughout the UK. We have renewed our sponsorship for a further three years to 2018 and will focus on maximising funds raised for charity by the organisers and through the development of new and existing Prudential charitable partnerships. Charitable donations We calculate our community investment spend using the internationally recognised London Benchmarking Group standard. This includes cash donations to registered charitable organisations, as well as a cash equivalent for in-kind contributions. In 2015, the Group spent £21.7 million supporting community activities, an increase of 10.7 per cent on 2014. The direct cash donations to charitable organisations amounted to £18.8 million, of which approximately £5.8 million came from our UK and EU operations, which are principally our UK insurance operation and M&G. The remaining £13 million was contributed to charitable organisations by Jackson National Life Insurance Company, Prudential Corporation Asia and Prudential Africa. The cash contribution to charitable organisations from our UK and EU operations is broken down as follows: education £2,401,000; social, welfare and environment £3,097,000; cultural £227,000 and staff volunteering £109,000. The balance of the amount includes in-kind donations as set out in our corporate responsibility report and prepared in accordance with London Benchmarking Group (LBG) guidelines. Jackson opened its new, environmentally responsible building in Lansing which provides capacity for more than 1,200 state-of-the-art workspaces, as well as conference facilities and other amenities. The new building has been built to minimise long-term environmental impact and is connected to Jackson’s existing office through a glass-enclosed walkway, providing employees with a feeling of being in the midst of the natural landscape. The conference centre features a living-grass roof which reduces energy consumption while blending in with the surrounding landscape. The building is expected to qualify for an Energy Star rating that places it in the top 20 per cent of the most energy-efficient buildings in the US. This focus on integrating its buildings with the natural beauty of its corporate campus, along with an energy-efficient design, allows Jackson to operate on a very cost-efficient basis while providing an environmentally-conscious and healthy working environment for employees. 64 Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review continuedAs a financial services business we recognise that one of the most significant direct impacts on the environment results from the operation of the properties we occupy and invest in. Reducing our direct impact: occupied properties We monitor and publish Group performance data for our CO2e emissions, water and energy use in over 400 sites across 24 countries. We have strategies in place to reduce energy, waste generated, water consumption and paper use. In the past year, Prudential sourced 27 per cent of electricity from renewable or non-fossil fuel sources. Reducing our impact: property investment portfolio M&G Real Estate forms part of the M&G Group of Companies, the asset management arm of Prudential plc in the UK and Europe. Its approach to responsible property investment enables it to manage and respond to the growing range of environmental and social issues that can impact property values. It also helps M&G Real Estate to protect and enhance fund and asset performance for its clients. Responsible property investment is integrated within M&G Real Estate’s day-to-day investment practices. It enables them to adapt and respond to the challenges and opportunities posed by various issues, such as rising energy and resource costs, greater legislative demands and stronger tenant and investor requirements. M&G Real Estate’s focus on embedding responsible property investment principles into its investment activities has achieved some significant results. In the past year, M&G Real Estate has: — Reduced global energy consumption and carbon emissions by 3 per cent at properties held consistently for two years; Prudential plc – greenhouse gas emissions statement We have compiled our greenhouse gas emissions data in accordance with the Companies Act 2006 (Strategic and Directors’ Reports) Regulations 2013. We have included full reporting for all Scope 1 (direct emissions such as combustion of gas for heating, fugitive emissions and emissions from owned vehicles) and 2 (indirect emissions for consumption of electricity, heat or steam) emissions where operational control of the emissions of the sources concerned was demonstrated. We have also reported on a number of Scope 3 emissions as a matter of best practice. These are emissions arising as a consequence of the activities of the company, but occur from sources not owned or controlled by the company. For the purpose of the 2015 report these Scope 3 emissions include: water (new metric for 2015), waste generated in operations in the UK and US, and business travel booked from the UK. We are continuously working with our business units to review the extent of our Scope 3 reporting and increase where practicable. Assessment parameters Baseline year: 1 October 2014 - 30 September 2015 Assurance: Deloitte LLP has provided limited assurance over selected environmental metrics in accordance with the International Auditing and Assurance Standards Board’s (ISAE3000 (Revised)) international standard. Please refer to the 2015 Prudential corporate responsibility report for further detail. Consolidation approach Operational control Boundary summary Consistency with the financial statements All entities and all facilities under operational control (including those owned) were included This period does not correspond with the Directors’ report period (January 2015 to December 2015). The reporting period was brought forward by three months to improve the availability of invoice data (which often lags by one month or more after the usage period) and reduce the reliance on estimated data. Prudential owns assets, which are held on its balance sheet in the financial statements, over which it does not have operational control. These are excluded from the data below. Assets not included on the balance sheet but held under an operating lease and where we have operational control are included. Emission factor data source Defra 2015 – obtained from www.ukconversionfactorscarbonsmart.co.uk Assessment methodology The Greenhouse Gas Protocol Revised ‘A Corporate Accounting and Reporting Standard (Revised Edition)’ 2004 — Achieved four Green Stars in the 2015 Materiality threshold 5 per cent Intensity ratio Tonnes of Carbon Dioxide Equivalent per metre squared (Net Lettable Area) Global Real Estate Sustainability Benchmark survey in recognition of its market-leading performance; and — Ensured that more than 640,000 m2 of floor space has environmental certification, providing independent verification of its performance. M&G Real Estate’s progress can be found in its annual responsible property investment report at www.mandg.co.uk/ institutions/realestate/responsible- investing/ 65 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGreenhouse gas emissions source Emissions source Scope 1 Combustion of fuel and operation of facilities Occupied Estate (Tonnes CO2-e) Investments Scope 2 Electricity, heat, steam and cooling purchased for Occupied Estate own use (Tonnes CO2-e) Investments Scope 1 and Scope 2 Emissions (Tonnes CO2-e) Occupied Estate Investments 2015 8,409 8,845 62,695 28,691 71,104 37,536 2014 8,486 10,044 61,550 39,573 70,036 49,617 2013 6,019 13,062 65,730 42,079 71,749 55,141 Total Scope 1 and 2 (Tonnes CO2-e) 108,640 119,653 126,890 Normalised emissions Normalised Scope 1 and 2 (kg CO2-e/m2) Occupied Estate Investments Total Scope 1 and 2 (kg CO2-e/m2) Scope 3 Waste generated (UK and US) (Tonnes CO2-e) Occupied Estate Water consumption (Tonnes CO2-e) Investments Occupied Estate Investments 132 10 25 77 244 80 174 135 13 28 201 387 – – 139 15 31 166 840 – – Air travel (Booked from UK only) (Tonnes CO2-e) Occupied Estate 13,451 9,818 9,398 Other business travel (rail and vehicle) Occupied Estate (Tonnes CO2-e) Investments Investments n/a 56 n/a Total Scope 3 Emissions (Tonnes CO2-e) Occupied Estate 13,664 Investments 418 n/a 50 n/a 10,069 387 n/a 19 n/a 9,583 840 Total Scope 3 (Tonnes CO2-e) 14,082 10,456 10,423 84,768 37,954 80,105 50,004 81,332 55,981 122,722 130,109 137,313 157 10 28 154 13 30 157 16 33 Scope 1, 2 and 3 Total Scope 1, 2 and 3 Emissions (Tonnes CO2-e) Occupied Estate Total Scope 1, 2 and 3 (Tonnes CO2-e) Investments Normalised emissions Normalised Scope 1, 2 and 3 (kg CO2-e/m2) Occupied Estate Investments Total Scope 1, 2 and 3 (kg CO2-e/m2) Following a detailed review of the Group’s approach to reporting emissions resulting from investments, investment data has been restated. Due to the changing size and nature of the investment portfolio, absolute and normalised comparisons between years are not comparative. Net lettable area is reported for all properties held within the reporting period. In line with best practice, environmental data is collected for properties at acquisition and at date of divestment, therefore comparisons for absolute change and normalised change are not directly comparative. For more information on sustainability progress, please refer to the annual M&G Real Estate Responsible Property Investment report for further details, including like-for-like comparisons. Overall Scope 1 and 2 emissions in the global occupied estate have increased 1.53 per cent from 2014, and decreased 0.9 per cent from the 2013 baseline. 66 Prudential plc Annual Report 2015 www.prudential.co.ukCorporate responsibility review continued Accountability and governance for corporate responsibility The Board The Board regularly reviews the Group’s corporate responsibility performance and scrutinises and approves the Group corporate responsibility report and strategy on an annual basis. Code of Business Conduct Consideration of environmental, social and community matters is integrated in our Code of Business Conduct. Our code is reviewed by the Board on an annual basis. Risk assessment For more information on the risks facing our business see page 49. Local governance In M&G, Jackson and Prudential UK there are governance committees in place – with senior management representation – that agree strategy and spend. In Asia, the Prudence Foundation has been established as a unified charitable platform to align and maximise the impact of community efforts across the region. Supply chain management It is our policy to work in partnership with third parties whose values and standards are aligned with our Group Code of Business Conduct. Procurement practices in Prudential UK have been successfully accredited with the Chartered Institute of Purchasing and Supply certification, an industry benchmark of recognised good practice. Strategic report approval by the Board of Directors The strategic report set out on pages 11 to 67 is approved by the Board of Directors. Signed on behalf of the Board of Directors Mike Wells Group Chief Executive 8 March 2016 67 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc68 Prudential plc Annual Report 2015 www.prudential.co.ukGovernance 100 Index to principal Directors’ report disclosures 3 70 Chairman’s introduction 71 Board of Directors 76 How we operate 76 Board roles 77 Board decision making 79 Board balance and effectiveness 81 Shareholder engagement 82 Further information on Directors 84 Risk management and internal control 86 Committees 98 Statutory and regulatory disclosures 99 Compliance with corporate governance codes 99 Additional information Volunteering in South Jakarta Volunteers from Prudential worked to regenerate vacant wasteland and promote healthy living in a low-income, densely populated area of South Jakarta. Find out more on page 62. Our communities 69 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Chairman’s introduction Strong, effective and transparent governance Dear Shareholder As Chairman of the Board, I am pleased to report on our governance and stewardship throughout the year. Succession was understandably a key focus in 2015, but there were many other areas that commanded attention. Alongside the ongoing items of strategy and business performance, the Board and its committees also spent time on Solvency II and preparations for the G-SII regime. Good corporate governance makes an indispensable contribution to the growth and long-term success of any business. Providing appropriate support, focused oversight and constructive challenge are critical elements of a well-functioning board. This means ensuring that our own processes, mechanisms and structures are best matched to the business and its strategy. Alongside this, there is also the important role of the Board in establishing and promoting the culture and values of the Company. Prudential has a proud heritage which shapes how we conduct our business. Our role as custodians of that legacy is one that we take seriously. To achieve all these aims means that managing the development of the Board is vital, and as Chairman that duty falls to me. I have sought to cast the Board so that its composition and balance best supports the business in delivering sustainable long-term value. This means ensuring that we have the right skill sets and experience, and ensuring that succession planning is supported by a strong bench with a depth of talent. We adhere to the relevant principles and codes and also work to remain abreast of trends and developments in corporate governance. This is an ever-evolving field, which rightly attracts close scrutiny. I have an ongoing programme of engagement with our major investors and meet retail shareholders at the Annual General Meeting. I have been pleased with the feedback we have received on our progress. Our stakeholders not only expect high-quality governance, they also expect to be able to see that it is being delivered. As such, we remain committed to clarity and transparency in our reporting. Paul Manduca Chairman 70 Prudential plc Annual Report 2015 www.prudential.co.ukBoard of Directors Paul Manduca, Chairman Appointment: October 2010 Chairman: July 2012 Committee: Nomination (Chair) Age: 64 Michael Wells, Group Chief Executive Appointment: January 2011 Group Chief Executive: June 2015 Age: 55 Paul is the Chairman of the Board. He initially joined the Board as the Senior Independent Director and member of the Audit and Remuneration Committees, and latterly, the Nomination Committee. Relevant skills and experience Paul retired as Chairman of JPM European Smaller Companies Investment Trust Plc in December 2012 and was the Chairman of Aon UK Limited until September 2012. He was also a non-executive director and Chairman of the Audit Committee of KazMunaiGas Exploration & Production until the end of September 2012. From September 2005 until March 2011, Paul was a non-executive director of Wm Morrison Supermarkets Plc. During his tenure, he was the Senior Independent Director, the first Audit Committee Chairman and Chair of the Remuneration Committee. Paul was the Senior Independent Director and Chairman of the Audit Committee of Development Securities plc until March 2010, Chairman of Bridgewell Group plc until 2007 and a director of Henderson Smaller Companies Investment Trust plc until 2006. Prior to that, he was European CEO of Deutsche Asset Management from 2002 to 2005, global CEO of Rothschild Asset Management from 1999 to 2002 and founding CEO of Threadneedle Asset Management Limited from 1994 to 1999 when he was also a director of Eagle Star and Allied Dunbar. Paul has also served as Chairman of the Association of Investment Companies from 1991 to 1993 and is a former member of the Takeover Panel. Other appointments Paul is a member of the Securities Institute and Chairman of Henderson Diversified Income Limited. In 2015, Paul became Chairman of TheCityUK’s Advisory Council and Chairman of the Templeton Emerging Markets Investment Trust (TEMIT). Mike is Group Chief Executive, a position he has held since June 2015. Relevant skills and experience Mike joined Jackson National Life Insurance Company (Jackson), the North American unit of Prudential, in 1995, and became Chief Operating Officer and Vice-Chairman in 2003. In 2011, he was appointed President and Chief Executive Officer of Jackson, and joined the Board of Prudential. Mike began his career at the brokerage house Dean Witter going on to become a managing director at Smith Barney Shearson. At Jackson, Mike was responsible for the establishment of the broker-dealer network National Planning Holdings and the development of Jackson’s market-leading range of variable annuities. He was also part of the Jackson teams that purchased and successfully integrated a savings institute, three broker dealers and two life companies. 71 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcBoard of Directors continued Executive Directors Nicolaos Nicandrou ACA Chief Financial Officer Appointment: October 2009 Age: 50 Nic is Chief Financial Officer, a position he has held since October 2009. Penelope James ACA Group Chief Risk Officer Appointment: September 2015 Age: 46 Penny is the Group Chief Risk Officer, a position she has held since September 2015. John Foley Executive Director Appointment: January 2016 Age: 59 John is Chief Executive of Prudential UK & Europe, a position he has held since January 2016. Relevant skills and experience Before joining Prudential, Nic worked at Aviva, where he held a number of senior finance roles, including Norwich Union Life Finance Director and Board Member, Aviva Group Financial Control Director, Aviva Group Financial Management and Reporting Director and CGNU Group Financial Reporting Director. Nic started his career at PricewaterhouseCoopers where he worked in both London and Paris. Relevant skills and experience Penny joined Prudential in 2011 as the Director of Group Finance, a position she held until her appointment to the Board. Before joining Prudential, Penny was Group Chief Financial Officer of Omega Insurance Holdings, a company formerly listed on the Main Market of the London Stock Exchange. She previously held a number of senior finance positions during her 12 years with Zurich Financial Services, most recently serving as Chief Financial Officer of the UK General Insurance Division. Relevant skills and experience John joined Prudential as Deputy Group Treasurer in 2000, before being appointed Managing Director, Prudential Capital, and Group Treasurer in 2001. He was appointed Chief Executive, Prudential Capital, and to the Group Executive Committee in 2007. John was appointed Group Chief Risk Officer and joined the Prudential plc Board in 2011. In 2013, he was appointed to the new role of Group Investment Director, leaving the Board but remaining a member of the Group Executive Committee. He was appointed In December 2014, Nic was appointed Chairman of the European Insurance CFO Forum. Penny qualified as a chartered accountant with Coopers & Lybrand Deloitte (now part of PwC) prior to joining Zurich. Other appointments In January 2015, Penny was appointed as a non-executive director of Admiral Group plc and is a member of Admiral’s audit committee. as Interim Chief Executive of Prudential UK & Europe in October 2015. Before joining Prudential, he spent three years with National Australia Bank as General Manager, Global Capital Markets. John began his career at Hill Samuel & Co. Limited where, over a 20-year period, he worked in every division of the bank, culminating in senior roles in risk, capital markets and treasury of the combined TSB and Hill Samuel Bank. Michael McLintock Executive Director Appointment: September 2000 Age: 54 Relevant skills and experience Michael joined M&G in 1992. He also served on the board of Close Brothers as a non-executive director from 2001 to 2008. He has been a member of the Finance Committee of the MCC since October 2005. Michael was appointed to the Takeover Appeal Board on 1 March 2016. Michael is the Chief Executive of M&G, a position he held at the time of M&G’s acquisition by Prudential in 1999. Other appointments Michael has been a Trustee of the Grosvenor Estate since October 2008 and was appointed as a non-executive director of Grosvenor Group Limited in March 2012. 72 Prudential plc Annual Report 2015 www.prudential.co.ukOther appointments Barry is a member of the Board of Directors of the International Insurance Society. Barry Stowe Executive Director Appointment: November 2006 Age: 58 Barry is Chairman and Chief Executive Officer of the North American Business Unit, a position he has held since June 2015. The North American Business Unit comprises Jackson, Curian Capital, Jackson National Asset Management, PPM America and National Planning Holdings. Relevant skills and experience Barry was the Chief Executive of Prudential Corporation Asia from October 2006 to June 2015. Before joining Prudential, Barry was President, Accident & Health Worldwide for AIG Life Companies. He joined AIG in 1995 after having held senior positions at Pan-American Life and Willis in the United States. Tony Wilkey Executive Director Appointment: June 2015 Age: 56 Tony is Chief Executive of Prudential Corporation Asia, a position he has held since June 2015. Relevant skills and experience Tony joined Prudential in 2006 as Chief Executive of Prudential Corporation Asia’s network of life insurance operations in Asia across 12 markets, a position he held until his appointment to the Board. Under Tony’s leadership, Prudential’s life insurance operations grew into significant market-leading positions. Before he joined Prudential, Tony served as Chief Operating Officer of American International Assurance (AIA), based in Hong Kong, overseeing AIA’s life companies in South-east Asia. Further information relating to Directors can be found on pages 82 and 83 73 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcBoard of Directors continued Non-executive Directors The Hon. Philip Remnant CBE FCA Senior Independent Director Appointment: January 2013 Age: 61 Committees: Audit, Nomination and Remuneration Relevant skills and experience Philip was a senior adviser at Credit Suisse until December 2013. Philip was previously a Vice Chairman of Credit Suisse First Boston (CSFB) Europe and Head of the UK Investment Banking Department. Philip was seconded to the role of Director General of the Takeover Panel from 2001 to 2003, and again in 2010. He served on the Board of Northern Rock plc from 2008 to 2010, and from 2007 to 2012 was Chairman of the Shareholder Executive. Other appointments Philip is a Deputy Chairman of the Takeover Panel, a non- executive director of Severn Trent plc (since March 2014) and Senior Independent Director of UK Financial Investments Limited. Philip is also Chairman of City of London Investment Trust plc (since 2011). and a member of the International Advisory Board of the China Banking Regulatory Commission. Sir Howard Davies Non-executive Director Appointment: October 2010 Age: 65 Committees: Risk (Chair), Audit and Nomination Relevant skills and experience Sir Howard has a wealth of experience in the financial services industry, across civil service, consultancy, asset management, regulatory and academia. Sir Howard was previously Chairman of the Phoenix Group and an independent director of Morgan Stanley Inc. Other appointments Sir Howard is Chairman of the Royal Bank of Scotland and a Professor at Institut d’Études Politiques (Sciences Po). He is Chairman of the International Advisory Board of the China Securities Regulatory Commission Ann Godbehere FCPA FCGA Non-executive Director Appointment: August 2007 Age: 60 Committees: Audit (Chair), Nomination and Risk Relevant skills and experience Ann began her career in 1976 with Sun Life of Canada, joining Mercantile & General Reinsurance Group in 1981, where she held a number of management roles rising to Senior Vice President and Controller for life and health and property/casualty businesses in North America in 1995. Between 1996 and 2003 Ann held a number of CFO and CEO posts in different businesses within Swiss Re and from 2003 until February 2007, Ann was Chief Financial Officer of the Swiss Re Group. From its nationalisation in 2008 until January 2009, Ann was Interim Chief Financial Officer and Executive Director of Northern Rock. She was also a director of Atrium Underwriting Group Limited and Atrium Underwriters Limited (until March 2014), as well as Arden Holdings Limited (until November 2014). Other appointments Ann is a non-executive director of British American Tobacco p.l.c., Rio Tinto plc, Rio Tinto Limited, UBS Group AG and UBS AG. Alexander (Alistair) Johnston CMG FCA Non-executive Director Appointment: January 2012 Age: 63 Committees: Audit Alistair will retire from the Board with effect from the close of the Company’s 2016 Annual General Meeting on 19 May 2016. Relevant skills and experience Alistair was a partner of KPMG from 1986 to 2010. He joined KPMG (then Peat Marwick Mitchell) in 1973 and held a number of senior leadership positions. These included Vice Chairman of UK Financial Services and Head of UK Insurance Practice, International Managing Partner – Global Markets and UK Vice Chairman. Latterly he served as a Global Vice Chairman of KPMG from 2007 to 2010. Alistair acted as a non-executive director of the Foreign & Commonwealth Office from 2005 to 2010 and chaired the audit committee until 2009. Other appointments Alistair is a Visiting Professor at Cass Business School, a Trustee of the Design Museum in London and a Trustee of The Royal Academy of Arts. David Law ACA Non-executive Director Appointment: September 2015 Age: 55 Committees: Audit Relevant skills and experience David began his career at PwC, where he worked in a variety of roles in the United Kingdom, Switzerland and Hong Kong. He was the Global Leader of PwC’s insurance practice, a Partner in PwC’s UK firm and worked as the Lead Audit Partner for multinational insurance companies until his retirement on 30 June 2015. David has also been responsible for PwC’s insurance and investment management assurance practice in London and the firm’s Scottish assurance division. Other appointments David is a Director of L&F Holdings Limited and Chief Executive of L&F Indemnity Limited, the professional indemnity captive insurance group that serves the PricewaterhouseCoopers network and its member firms. 74 Prudential plc Annual Report 2015 www.prudential.co.ukKaikhushru Nargolwala FCA Non-executive Director Appointment: January 2012 Age: 65 Committees: Remuneration and Risk Relevant skills and experience Kai was a non-executive director of Singapore Telecommunications Limited until July 2015. He was also non-executive Chairman of Credit Suisse Asia Pacific until December 2011, having joined Credit Suisse in 2008 as a member of the Executive Board and CEO of the Asia Pacific Anthony Nightingale CMG SBS JP Non-executive Director Appointment: June 2013 Age: 68 Committees: Remuneration (Chair) and Nomination Relevant skills and experience Anthony was Managing Director of the Jardine Matheson Group from 2006 to 2012. He joined that Group in 1969 and held a number of senior positions before joining the Board of Jardine Matheson Holdings in 1994. Alice Schroeder Non-executive Director Appointment: June 2013 Age: 59 Committees: Audit Relevant skills and experience Alice began her career as a qualified accountant at Ernst & Young in 1980 where she worked for 11 years before leaving to join the Financial Accounting Standards Board as a manager. Lord Turner Non-executive Director Appointment: September 2015 Age: 60 Committees: Risk Relevant skills and experience Lord Turner began his career with McKinsey & Co, where he advised companies across a range of industries. He has served as Director-General of the Confederation of British Industry, region. From 1998 to 2007, Kai worked for Standard Chartered PLC where he was a Group Executive Director responsible for Asia Governance and Risk. Prior to that, he spent 19 years at Bank of America and from 1990 was based in Asia as Group Executive Vice President and Head of the Asia Wholesale Banking Group. From 2004 to 2007, he was a non-executive director at Tate & Lyle plc and at Visa International, where he served on the Asia Pacific Board. Other appointments Kai is a member of the Board of Other appointments Anthony is now a non-executive director of Jardine Matheson Holdings and of other Jardine Matheson group companies. These include Dairy Farm, Hongkong Land, Jardine Cycle & Carriage, Jardine Strategic and Mandarin Oriental. Anthony is also a commissioner of Astra International and a non-executive director of Schindler Holding Limited, Vitasoy International Holdings Limited and Shui On Land Limited. He is a Hong Kong representative to the APEC Business Advisory Council and Chairman of The Hong Kong -APEC From September 1993, she worked at various investment banks leading teams of analysts specialising in property-casualty insurance before joining Morgan Stanley, where she became a Managing Director in 2001 heading the Global Insurance Equity Research team. In May 2003, Alice became a senior adviser at Morgan Stanley leaving in November 2009. Alice was an independent board member of the Vice-Chairman of Merrill Lynch Europe, Chairman of the Pensions Commission and as a non- executive director of Standard Chartered Bank. Lord Turner was Chairman of the UK’s Financial Services Authority (FSA), a member of the international Financial Stability Board and a non-executive director of the Bank of England between 2008 and 2013. the Casino Regulatory Authority of Singapore, a non-executive director of PSA International Pte. Limited and a director and Chairman of Clifford Capital Pte. Limited. Kai was appointed as a director of Credit Suisse Group AG in April 2013 and became a member of the Singapore Capital Markets Committee of the Monetary Authority of Singapore in January 2014. Kai is also Chairman of Prudential Corporation Asia Limited, a subsidiary of the Company. Trade Policy Study Group. He is also a member of the Securities and Futures Commission Committee on Real Estate Investment Trusts, a council member of the Employers’ Federation of Hong Kong, a member of the UK-ASEAN Business Council Advisory Panel and a non-official member of the Commission on Strategic Development in Hong Kong. Cetera Financial Group until April 2014. She is author of the official biography of Warren Buffett. Other appointments Alice is a non-executive director of Bank of America Merrill Lynch International, CEO and Chairman of WebTuner Corp. and a member of WomenCorporateDirectors. Other appointments Lord Turner has been a crossbench member of the House of Lords since 2005. He is also a non-executive director of OakNorth Bank, Chairman of the Institute for New Economic Thinking, a Visiting Professor at both the London School of Economics and the Cass Business School, and a Visiting Fellow at Nuffield College, Oxford University. Further information relating to Directors can be found on pages 82 and 83 75 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcHow we operate Board roles Chairman Paul Manduca The Chairman has overall responsibility for leadership of the Board and ensuring its overall effectiveness. He sets the Board’s agendas to ensure the Board has adequate time for discussion of all agenda items, in particular strategic issues. The Chairman promotes a culture of openness and debate, and fosters constructive relations between Executive and Non-executive Directors. The Chairman ensures directors receive relevant information in a timely fashion. Externally, the Chairman is a key contact for shareholders to discuss governance and strategy. Group Chief Executive Senior Independent Director Committee Chairs Philip Remnant The Senior Independent Director acts as a sounding board for the Chairman and is available to shareholders to address any concerns or issues not resolved through normal channels. Paul Manduca, Howard Davies, Ann Godbehere, Anthony Nightingale The committee chairs are responsible for the leadership and governance of the Board’s principal committees and report matters of significance to the Board. The Senior Independent Director leads the Non-executive Directors in conducting the Chairman’s annual evaluation. The Board has terms of reference which specifically set out matters reserved for its decision. These include matters such as approving the Group’s strategy and monitoring its implementation, the approval of annual budgets and business plans, as well as the risk appetite of the Group and its capital and liquidity positions. The Board has approved a governance framework that requires all business units to seek authority from the Board to carry out actions exceeding pre-determined limits. The Board has delegated authority to a number of Board Committees which assist the Board in delivering its responsibilities and ensuring that there is appropriate independent oversight of internal control and risk management. Authority for the operational management of the Group’s businesses has been delegated to the Group Chief Executive for execution or further delegation by him in respect of matters which are necessary for the effective day-to-day running and management of the business. The chief executive of each business unit has responsibility for the management of that business unit. Mike Wells The Group Chief Executive is responsible for the operational management of the Group on behalf of the Board and for ensuring the implementation of the Board’s decisions. The Group Chief Executive leads the Executive Directors and other senior executives in the management of all aspects of the day to day business of the Group. The Group Chief Executive ensures that the Chairman is kept informed of all key issues. The Board is collectively responsible for the long-term success of the Group and for providing leadership within a framework of effective controls. The control environment enables the Board to identify significant risks and apply appropriate measures to manage and mitigate them. The Board is responsible for approving the Group strategy and for ensuring that the Group is suitably resourced to achieve it. In doing so, the Board takes account of its responsibilities to the Group’s stakeholders, including its shareholders, employees, suppliers and the communities in which Prudential operates. The Non-executive Directors are responsible for constructively challenging, and helping to develop, proposals on Group strategy, offering input based on individual and collective experience. They scrutinise the performance of management in meeting agreed goals and objectives and take on specific duties as members of the Board’s principal Committees. 76 Prudential plc Annual Report 2015 www.prudential.co.uk Changes to Board roles and membership During 2015, and in the year to date, Board roles and membership changed as follows: Board changes Role changes — Tidjane Thiam stepped down as Group Chief Executive and — Anthony Nightingale took on the role of the Chair of the Executive Director (May 2015). — Lord Turnbull stepped down as Chairman of the Remuneration Committee, member of the Nomination Committee and Non-executive Director (May 2015). — Pierre-Olivier Bouée stepped down as Executive Director (May 2015) and as Group Chief Risk Officer (June 2015). Remuneration Committee and was appointed as a member of the Nomination Committee, continuing in his role as Non-executive Director (May 2015). — Mike Wells, previously President and Chief Executive Officer of Jackson National Life Insurance Company, became Group Chief Executive, continuing in his role as Executive Director (June 2015). — Tony Wilkey, previously Chief Executive of Prudential Corporation Asia’s network of life insurance operations, was appointed as Executive Director of Prudential plc and Chief Executive, Prudential Corporation Asia (June 2015). — Barry Stowe, previously Chief Executive of Prudential Corporation Asia, became Chairman and Chief Executive Officer of the North American Business Unit, continuing in his role as Executive Director (June 2015). — Penny James, previously Director of Group Finance, was appointed as Executive Director and Group Chief Risk Officer (September 2015). — David Law and Lord Turner were appointed as Non-executive Directors (September 2015). — Jackie Hunt’s departure as Chief Executive, Prudential UK & Europe was announced (October 2015) and Ms Hunt resigned as Executive Director (November 2015). — John Foley, previously Group Investment Director, was appointed as Executive Director and Chief Executive of Prudential UK & Europe (January 2016). The current Directors’ biographies, including the skills and experience they bring to the Board, can be found on pages 71 to 76. Mr McLintock has indicated his intention to retire from the Board in 2016. We have announced that Mr McLintock will be succeeded by Anne Richards, who will join Prudential from Aberdeen Asset Management PLC, where she held the position of Chief Investment Officer and was responsible for operations in Europe, the Middle East and Africa. She has held senior roles at JP Morgan Investment Management, Mercury Asset Management and Edinburgh Fund Managers. Mr Johnston will retire at the end of the 2016 Annual General Meeting. Board decision making The Board has established a number of committees comprising Non-executive Directors in line with corporate governance guidelines, to ensure independent oversight and challenge and to assist the Board in operating effectively. The responsibilities of the principal committees are key components of the Group’s governance framework. Nomination Committee Audit Committee Risk Committee Remuneration Committee Paul Manduca The Nomination Committee ensures that the Board retains an appropriate balance of skills to support the strategic objectives of the Group and that an effective framework for senior succession planning is in place. Ann Godbehere The Audit Committee monitors the integrity of the Group’s financial reporting, including the effectiveness of internal control and risk management systems and the effectiveness of internal and external auditors. Howard Davies The Risk Committee oversees the Group’s overall risk appetite and risk tolerance, as well as the Group’s investment and risk management frameworks. Anthony Nightingale The Remuneration Committee determines the overall remuneration policy for the Group, including the individual remuneration packages of the Chairman and Executive Directors, and oversees the remuneration arrangements of senior management. 77 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc How we operate continued Key areas of focus – how the Board spent its time 19% 23% 35% 23% Group strategy Business unit reviews Business performance, financial reporting, operations projects and transactions Risk, compliance and governance Powers of the Board The Board may exercise all powers conferred on it by the Company’s Articles of Association (the Articles) and the Companies Act 2006. This includes the powers of the Company to borrow money and to mortgage or charge any of its assets (subject to the limitations set out in the Companies Act 2006 and the Company’s Articles) and to give a guarantee, security or indemnity in respect of a debt or other obligation of the Company. Meetings The Board met on 10 occasions during the year, which included two overseas meetings held at the Group’s operations in the US and Hong Kong. The Board also held a separate strategy event during the year. Individual Directors’ attendance at meetings throughout the year is set out in the table below. During the year, the Chairman met with the Non-executive Directors without the Executive Directors being present on five occasions. In the ordinary course, Board and Committee papers are provided one week in advance of each meeting and, where a Director was unable to attend a meeting, their views were canvassed in advance by the Chairman of that meeting. Board and committee meeting attendance during 2015 Number of meetings held Chairman Paul Manduca Executive Directors Tidjane Thiam1 Mike Wells2 Nic Nicandrou Pierre-Olivier Bouée3 Jackie Hunt4 Penny James5 Michael McLintock Barry Stowe Tony Wilkey6 Non-executive Directors Philip Remnant Howard Davies Ann Godbehere Alistair Johnston David Law7 Kai Nargolwala Anthony Nightingale8 Alice Schroeder Lord Turner7 Lord Turnbull9 Board 10 Audit Committee 10 Nomination Committee 5 Remuneration Committee 7 Risk Committee 6 General Meeting 1 10 4/4 10 10 4/4 8/8 3/3 10 10 5/6 10 10 10 10 3/3 10 10 10 3/3 4/4 – – – – – – – – – – 10 10 10 10 3/3 – – 10 – – 5 – – – – – – – – – 4/5 4/5 5 – – – 4/4 – – 0/1 – – – – – – – – – – 7 – – – – 7 7 – – 3/3 – – – – – – – – – – – 6 6 – – 6 – – 2/2 3/3 1 1 1 1 1 1 n/a 1 1 n/a 1 1 1 1 n/a 1 1 1 n/a 1 Jackie Hunt resigned as an Executive Director on 3 November 2015. Notes: 1 Tidjane Thiam stepped down as an Executive Director and Group Chief Executive on 31 May 2015. 2 Mike Wells was appointed as Group Chief Executive on 1 June 2015. 3 Pierre-Olivier Bouée stepped down as an Executive Director on 31 May 2015. 4 5 Penny James was appointed as an Executive Director on 1 September 2015. 6 Tony Wilkey was appointed as an Executive Director on 1 June 2015. 7 David Law and Lord Turner were appointed as Non-executive Directors on 15 September 2015. 8 Anthony Nightingale was appointed as a member of the Nomination Committee on 14 May 2015. 9 Lord Turnbull stepped down as a Non-executive Director on 14 May 2015. 10 The Audit and Risk Committees held two meetings jointly during the year in addition to those listed above, which were attended by all members from both Committees. 78 Prudential plc Annual Report 2015 www.prudential.co.ukBoard balance and effectiveness Succession planning The Board continues to be actively engaged in succession planning for both executive and non-executive roles to ensure that Board composition is progressively refreshed and that the Board retains its effectiveness. The Board carries out its succession planning primarily through the Nomination Committee, as described more fully on page 87. The Board is kept fully apprised of the review process applied across all businesses which covers both executive director and senior management succession and development. The Board considers annually the outcome of the review and any actions arising from the review are implemented as part of the management development agenda. The Board confirms that Egon Zehnder supported the succession planning process, undertook external searches for candidates and evaluated internal candidates for both Board and non-Board roles. Aside from these activities, Egon Zehnder did not undertake any other significant work for Prudential. Diversity Given the global reach of the Group’s operations, the Board makes every effort to ensure it is able to recruit directors from different backgrounds, with diverse experience, perspectives and skills. This diversity not only contributes towards Board effectiveness but is essential for successfully delivering the strategy of an international group. The Board is committed to recruiting the best available talent and appointing the most appropriate candidate for each role. This approach, including due consideration of gender, is followed as part of the Nomination Committee’s ongoing activities carried out during 2015 in respect of succession planning for Executive and Non-executive Directors. The Board does not endorse quotas, but continues to commit to having an increasing representation of women in senior positions in the Group and on the Board. Directors’ ongoing development Prudential offers each Director an induction programme on joining the Board and provides opportunities for ongoing development. Induction Ongoing development The Chairman is responsible for ensuring that induction programmes are provided for all new directors. These are tailored to reflect the experience of each director and their position as either Executive or Non-executive Directors. On appointment, Non-executive Directors embark upon a wide-ranging induction programme covering, among other things, the principal bases of accounting for the Group’s results, the role of the Board and its principal Committees, the Group’s key risks and the risk management framework, as well as the compliance environment in which the Group operates. The programme also includes detailed briefings on the Group’s business units, its product range, the markets in which it operates and the overall competitive environment. Both Mr Law and Lord Turner started their induction programme in 2015, which included sessions with key management in the Group’s businesses. Executive Directors receive an induction tailored to their skills and experience. The Chairman is also responsible for ensuring that all Directors continually update their skills, knowledge and familiarity with the Group. Directors regularly receive reports on the Group’s businesses and the regulatory and industry-specific environments in which it operates. In 2015, the Board took time for particular focus on the Group’s US and Asian businesses. During visits to the US and Asia, the Board received updates on key products and distribution in the US and in the Asian businesses, including an investor’s perspective. The Board’s overseas visits have allowed the directors to meet with the local senior management teams. Throughout the year, the Board focused on regulatory developments, particularly Solvency II, and the introduction of a new regulatory responsibility framework for the industry, applicable to Senior Insurance Managers. A separate session was held updating the Board on risk and capital models. In addition, Directors were provided with updates at each Board meeting on other legal and regulatory changes and developments that could impact the industry and the Group. Committee members received updates at Committee meetings on areas of particular relevance to the respective committees and were kept updated on ongoing developments in these areas, as well as the impact these have on the Group. In 2015, the Audit Committee and Risk Committee held two joint sessions in which they were provided with an update on Solvency II and related disclosures. Directors may request individual in-depth briefings from time to time, which is valuable to Non-executive Directors wishing to improve their knowledge of particular developments affecting the Group or particular parts of the business. 79 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcHow we operate continued Performance evaluation 2014 The table below sets out the actions taken by the Board in 2015 in response to themes arising from the 2014 externally-facilitated evaluation. Theme Action Outcome Board composition Prioritise operational experience, gender balance and relevant geographical representation where possible in making new appointments to the Board. Keep the balance of Executive and Non-executive Directors under review. Relationship with senior management Selection processes Consider ways of further increasing informal contact between Non-executive Directors and senior management, for example, inviting additional senior managers to attend committee meetings where appropriate and continuing to create opportunities for contact with local management during overseas visits. Provide more detailed updates and information on potential Board candidates to the whole Board as early as possible. This is an ongoing focus of the work of the Nomination Committee on succession planning and is one of the key criteria included when identifying and recommending individuals for Board succession. The appointment of Penny James as Group Chief Risk Officer and Executive Director, effective 1 September 2015, maintains gender balance at Board level. The appointment of two further Non-executive Directors to the Board ensures the composition of the Board remains balanced between Executive and Non-executive Directors. In addition, the appointment of David Law to the Board and Audit Committee provides detailed expertise around the audit processes of global insurance groups, and the appointment of Lord Turner to the Board and Risk Committee adds extensive high-level experience of international regulation and financial services. Both the Audit and Risk Committees widened the pool of attendees at their meetings during 2015, including senior management from business units presenting updates where relevant. As during previous overseas meetings, the Board met various senior management at Jackson and Prudential Corporation Asia as part of the overseas Board visits. These additional visits provided in-depth information and an opportunity for questions to be put directly to local management. The Chairman continued to ensure that the Board was updated as early as possible on potential candidates. As part of the selection process leading to the appointment of David Law and Lord Turner, individual meetings with a number of Directors took place and the Board was kept updated on the appointment process throughout. Board papers Continue to review and streamline Board and committee papers. Board papers remained subject to continuous improvement throughout the year to provide relevant, high-quality information and strike the right balance between detail and overview. 2015 The performance evaluation of the Board and its principal Committees for 2015 was conducted internally at the end of 2015. The assessment was carried out by the Chairman and Group General Counsel and Company Secretary through a questionnaire. The findings were presented to the Board in February 2016 and an action plan agreed to address areas of focus identified by the evaluation. The performance of the Non-executive Directors and the Group Chief Executive was evaluated by the Chairman in individual meetings. Philip Remnant, the Senior Independent Director, led the Non-executive Directors in a performance evaluation of the Chairman. The review confirmed that the Board continued to operate effectively during the year and no major areas requiring improvement were highlighted. Progress has been made on the actions identified in 2014 and addressed in 2015, as reported above. Executive Directors are subject to regular review and the Group Chief Executive individually appraised the performance of each of the Executive Directors as part of the annual Group-wide performance evaluation of all staff. 80 Prudential plc Annual Report 2015 www.prudential.co.ukThe following themes were identified as areas for focus in 2016: Governance of subsidiary boards The Board evaluation recognised that, following agreement with the PRA to appoint independent non-executive directors to certain of the Group’s larger subsidiaries, more formal oversight of the governance arrangements for their boards would be required. In addition, a process for appointing the subsidiary independent directors and the relationship between them and the Chairman and chairs of the Group Audit and Risk Committees would need to be implemented. Post action reviews The evaluation noted that the Board should continue to analyse past decisions closely, testing assumptions and projections made in the past. Board papers On Board processes, the feedback highlighted progress made during the year, in particular improvements in clarity of papers. This is another area we will continue to focus on during 2016 to ensure that the right balance is struck regarding the level of detail provided in papers, especially for technically complex matters. This will continue to assist the Board in managing a growing agenda and keeping regulatory and strategic issues balanced appropriately. Products and customers The Board intends to continue holding in-depth focus sessions on products and customers of the Group, including using Board visits to the business units in the UK, Asia and the US as a key opportunity to do this. The Board will track its progress in addressing these themes at its meetings throughout the course of 2016 and report on actions taken in its next Annual Report. Shareholder engagement As a major institutional investor, the Board recognises the importance of maintaining a high level of two-way communication with shareholders. The Company holds an ongoing programme of regular contact with major shareholders, conducted by the Chairman, Group Chief Executive, Chief Financial Officer and the Director of Strategy and Capital Market Relations. Shareholder feedback from these meetings and general market views, for example from analyst research reports, are communicated to the Board. The Senior Independent Director and other Non-executive Directors are available to meet with major shareholders on request. The Group maintains a corporate website containing a wide range of relevant information for private and institutional investors, including the Group’s financial calendar. The Company’s Registrar, Equiniti, operates an internet access facility for registered shareholders, providing details of their shareholdings at www.shareview.co.uk A full programme of engagement with shareholders, potential investors and analysts, in the UK and overseas, is led each year by the Director of Strategy and Capital Market Relations. In addition, a conference for investors and analysts has been held on a regular basis since 2010, with in-depth business presentations and opportunities for attendees to meet with members of the Board and senior management through the course of the event. Most recently, the Group held a conference for investors in January 2016. The Group Chief Executive, Chief Financial Officer and investor relations team also attend major financial services conferences to present to, and meet with, the Company’s shareholders. In 2015, as part of the investor relations programme, over 440 meetings were held with approximately 700 individual institutional investors across the UK, in continental Europe, US and Asia. The Chairman and Senior Independent Director also held individual meetings with major shareholders, primarily to discuss governance and strategy. The Annual General Meeting is an opportunity for further shareholder engagement, for the Chairman to explain the Company’s progress and along with other members of the Board, to answer any questions. All Directors then in office attended the 2015 Annual General Meeting. Details of the 2016 Annual General Meeting are available on www.prudential.co.uk under ‘Investors’. 81 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcFurther information on Directors Information on a number of regulations and processes relevant to directors and how these are addressed by Prudential is given below. Prudential’s approach Area Non-executive Directors Executive Directors Rules governing appointment and removal Terms of appointment — The Board, or members in a general meeting, may appoint a maximum of 20 directors as set out in the Company’s Articles. — Their appointment and removal is also governed by other provisions in the Articles, the UK Corporate Governance Code (the UK Code), the Hong Kong Corporate Governance Code (HK Code) as appended to the Hong Kong Listing Rules (HK Listing Rules), and the Companies Act 2006. — Non-executive Directors are appointed for an initial — The Directors’ remuneration report sets out the terms of Executive Directors’ service contracts on page 122. term of three years. — Subject to review by the Nomination Committee and re-election by shareholders, it would be expected that they serve a second term of three years. — After six years, Non-executive Directors may be appointed for a further year, up to a maximum of three years in total, subject to rigorous review and re-election by shareholders. — The Directors’ remuneration report sets out the terms of the Non-executive Directors’ letters of appointment on page 123. Independence of the Non-executive Directors — Prudential is one of the UK’s largest institutional investors and the Board does not believe that this compromises the independence of those Non-executive Directors who are 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. — The independence of the Non-executive Directors is determined by reference to the UK Code and HK Listing Rules. Prudential is required to affirm annually the independence of all Non-executive Directors under the HK Listing Rules and the independence of its Audit Committee members under Sarbanes-Oxley legislation. — For the purposes of the UK Code, throughout the year, all Non-executive Directors were considered by the Board to be independent in character and judgement, and to have met the criteria for independence as set out in the UK Code. — For the HK Listing Rules purposes, the Company will consider Mr Law independent from 1 July 2016, the date one year after his retirement from PwC. The Company has received confirmation of independence from each of the other Non-executive Directors as required by the HK Listing Rules. — The Board does not consider that Mr Law’s previous position at PwC affects his status as an independent Director for the purposes of the UK Code (or in relation to his membership of the Audit Committee, under applicable Sarbanes-Oxley legislation). Mr Law does not retain any ongoing involvement with PwC other than his pension entitlements and his current position as CEO of L&F Indemnity, the captive insurance group that serves the PricewaterhouseCoopers network (this group of companies has no involvement in the operation of PwC). — There were no other material factors which were deemed to affect the Non-executive Directors’ independence. 82 Prudential’s approach Area Non-executive Directors Executive Directors External appointments — Directors may hold directorships or other significant interests in companies outside the Group which may have business relationships with the Group. — Non-executive Directors may hold positions on a number of external company boards or other bodies provided that they are able to demonstrate satisfactory time commitment to their role at Prudential and that they discuss any new appointment with the Chairman prior to accepting. This ensures that they do not compromise their independence and that any potential conflicts of interest or possible issues arising out of the time commitments required by the new role can be identified and addressed appropriately. — The major commitments of the Non-executive Directors are detailed in their biographies on pages 74 and 75. — Executive Directors may accept external directorships and retain any fees earned from those directorships subject to prior discussion with either the Chairman or Group Chief Executive and, where necessary, consideration by the Nomination Committee. Permission is granted provided that the appointments do not lead to any conflicts of interest. — In line with the UK Code, we would not expect our Executive Directors to hold more than one Non-executive Directorship in another FTSE 100 company nor chair such a company. — Details of any fees retained from such appointments are included in the Directors’ remuneration report on page 101. Conflicts of interest — Directors have a statutory duty to avoid conflicts of interest with the Company. The Company’s Articles allow its Directors to authorise conflicts of interest, and the Board has adopted a policy and effective procedures to manage and, where appropriate, approve conflicts or potential conflicts of interest. — Under these procedures, Directors are required to notify all directorships in companies which are not part of the Group, along with other positions which could result in a conflict or could give rise to a potential conflict, before they take on their additional positions. — The Chairman and the Group General Counsel and Company Secretary assess new appointments which Board members are considering, in order to identify any conflicts or potential conflicts. Where a conflict or potential conflict is identified, the Nomination Committee, or the Board where appropriate, considers, and if thought fit, approves each such situation individually. — Authorisations of conflicts are reviewed annually prior to the publication of the Annual Report. Election and re-election — Proposals for election and re-election are supported by the annual performance evaluation of each Director, which concluded that each Director continues to make an effective contribution. — All Directors will retire from the Board at the 2016 Annual General Meeting. — John Foley, Penny James, David Law, Lord Turner and Tony Wilkey will seek election for the first time. — All other Directors, except Alistair Johnston, wish to seek re-election. Indemnities and protections — The Company’s Articles permit the Directors and Officers of the Company to be indemnified in respect of liabilities incurred as a result of their office. — Suitable insurance cover is in place in respect of legal action against directors and senior managers of companies within the Group. — This includes qualifying third-party indemnity provisions for the benefit of the Directors of the Company and other such persons in their capacity as Directors of other companies within the Group. — These indemnities were in force during 2015 and remain so. Independent legal advice Share dealing and inside information — Directors have the right to seek independent professional advice at the Group’s expense and copies of such advice are circulated to other Directors where applicable and appropriate. — Prudential has adopted share dealing rules relating to securities transactions by Directors on terms no less exacting than required by Appendix 10 to the HK Listing Rules and by the UK Model Code. The Directors have complied with this code of conduct throughout the period. Relevant controls are applied to the handling and dissemination of inside information which form part of the Group’s internal governance framework. Compensation for loss of office — The Company’s policy on loss-of-office payments for Directors forms part of the Directors’ remuneration policy which was approved by shareholders at the 2014 Annual General Meeting. A copy of the policy is available on the Company’s corporate website www.prudential.co.uk Significant contracts — At no time during the year did any Director hold a material interest in any contract of significance with the Company or any subsidiary undertaking. 83 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcRisk management and internal control The Board is responsible for ensuring that an appropriate and effective system of internal control and risk management is in place across the Group. The framework of internal control and risk management centres on clear delegated authorities to ensure Board oversight and control of important decisions. The framework is underpinned by the Group Code of Business Conduct, which sets out the ethical standards the Board requires of itself, employees, agents and others working in the Group. Internal control The Group Governance Manual sets out the delegated authorities and establishes the requirements for subsidiaries to seek approvals from or report to Group Head Office. Group-wide standards are established through policies and other governance arrangements which are also included in the Group Governance Manual. Internal controls and processes, based on the provisions established in the Group Governance Manual, are in place across the Group. These include controls for the preparation of financial reporting. The operation of these controls and processes facilitates the preparation of reliable financial reporting and the preparation of local and consolidated financial statements in accordance with the applicable accounting standards and requirements of the Sarbanes-Oxley Act. These controls include certifications by the Chief Executive and Chief Financial Officer of each business unit regarding the accuracy of information provided for use in preparation of the Group’s consolidated financial reporting and the assurance work carried out in respect of US reporting requirements. The Board has delegated authority to the Audit Committee to review the framework and effectiveness of the Group’s systems of internal control. The Audit Committee is supported in this responsibility by the assurance work carried out by Group-wide Internal Audit and the work of the business unit audit committees, which oversee the effectiveness of controls in each respective business unit. Details of how the Audit Committee oversees the framework of controls and their effectiveness on an ongoing basis, is set out more fully in the report on pages 89 to 94. Risk management A key component of the Group Governance Manual is the Group Risk Framework, which requires all business units to establish processes for identifying, evaluating and managing the risks facing the business. The Board determines the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. It has delegated authority to the Risk Committee to review the Group Risk Framework and to approve the risk policies, standards and limits within the overall Board approved risk appetite. The Risk Committee monitors the effectiveness of the Group Risk Framework and ongoing compliance with it through its regular activities detailed in the report on pages 95 to 97. The Group’s risk governance arrangements, which support the Board, the Risk Committee and the Audit Committee, are based on the principles of the ‘three lines of defence’ model: risk-taking and management, risk control and oversight, and independent assurance. First line of defence (risk-taking and management) — Takes and manages risk exposures in accordance with the risk appetite, mandate and limits set by the Board; — Identifies and reports the risks that the Group is exposed to, and those that are emerging; — Promptly escalates any limit breaches or any violations of risk-management policies, mandates or instructions; — Identifies and promptly escalates significant emerging risk issues; and — Manages the business to ensure full compliance with the Group risk management framework as set out in the Group Governance Manual, which includes the Group risk framework and risk policies as well as approvals requirements, among other requirements. Second line of defence (risk control and oversight) — Assists the Board to formulate and then implements the approved risk appetite and limit framework, risk-management plans, risk policies, risk reporting and risk identification processes; and — Reviews and assesses the risk-taking activities of the first line of defence and where appropriate, challenges the actions being taken to manage and control risks, and approves any significant changes to the controls in place. Third line of defence (independent assurance) — Provides independent assurance on the design, effectiveness and implementation of the overall system of internal control, including risk management and compliance. 84 The three lines of defence model is adopted at the Group level as follows: Board Nomination Committee Remuneration Committee Risk Committee Audit Committee 1st line of defence 2nd line of defence 3rd line of defence Executives Group CEO CEC GEC BSCMC Management GERC Group CFO Group Regulatory Director Group CRO TAC GCRC GORC GwIRC GAB- CSC STOC Group Finance Group Compliance Group Security Group Risk Group-wide Internal Audit Key Board-level committees Executive personnel Exec/Management committees GHO functions Direct reporting line Regular communication and escalation Chief Executive’s Committee Group Executive Committee Balance Sheet & Capital Management Committee Group Executive Risk Committee Technical Actuarial Committee Group Credit Risk Committee Group Operational Risk Committee Group-wide Information Risk Committee CEC GEC BSCMC GERC TAC GCRC GORC GwIRC GABCSC Group Anti-Bribery and Corruption Steering Committee STOC Solvency II Technical Oversight Committee Formal review of controls A formal evaluation of the systems of internal control and risk management is carried out at least annually. The report is considered by the Audit Committee and Risk Committee prior to the Board reaching a conclusion on the effectiveness of the systems in place. This evaluation takes place prior to the publication of the Annual Report. As part of the evaluation, the Chief Executive and Chief Financial Officer of each business unit, including Group Head Office, certify compliance with the Group’s governance policies and the internal control and risk management requirements. The Group Risk function facilitates a review of the matters identified by this certification process. This includes the assessment of any risk and control issues reported during the year, risk and control matters identified and reported by the other Group oversight functions and the findings from the reviews undertaken by Group-wide Internal Audit, which carries out risk-based audit plans across the Group. Issues arising from any external regulatory engagement are also taken into account. The system of internal control complies with the UK Code and the HK Code, as required by the Group’s primary listings in London and Hong Kong, as well as the relevant provisions required by the Company’s secondary listings in New York and Singapore. For the purposes of the effectiveness review, the Group has followed the 2014 FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. In line with this guidance, the certification provided above does not apply to certain material joint ventures where the Group does not exercise full management control. In these cases, the Group satisfies itself that suitable governance and risk management arrangements are in place to protect the Group’s interests. However, the relevant Group company which is party to the joint venture must, in respect of any services it provides in support of the joint venture, comply with the requirements of the Group’s internal governance framework. Effectiveness of controls In accordance with provision C.2.3 of the UK Code and provision C.2.1 of the HK Code, the Board has reviewed the effectiveness and performance of the system of risk management and internal control during 2015. This review covered all material controls, including financial, operational and compliance controls, risk-management systems and the adequacy of the resources, qualifications and experience of staff of the Group’s accounting and financial reporting function. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, which has been in place throughout the period and up to the date of this report and confirms that the system remains effective. 85 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCommittees The principal Committees of the Board are the Nomination, Audit, Risk and Remuneration Committees. These Committees form a key element of the Group governance framework, facilitating effective independent oversight of the Group’s activities by the Non-executive Directors. Each Committee Chairman provides an update to the Board of each Committee meeting, supported by a short written summary of the Committee business considered. Nomination Committee report As Chairman of the Nomination Committee, I am pleased to report on the Committee’s activities and focus during 2015. The Nomination Committee ensures that the Group has appropriate diversity and balance of skills and experience on the Board and its committees and that suitable succession planning is in place. During 2015, the Committee carried out a robust process in selecting and recommending a number of key executives and non-executives for appointment or role change, namely Mike Wells as Group Chief Executive, Penny James as Group Chief Risk Officer, Barry Stowe and Tony Wilkey as business unit Chief Executives and Lord Turner and David Law as Non-executive Directors. These appointments demonstrate the quality of the Committee’s succession planning. The Committee ensured that the Board was able to appoint high-calibre candidates, keeping it well positioned to develop and implement our strategy of delivering long-term value. The Committee continues to refresh its succession planning on an ongoing basis. At the request of the Board, and as agreed with the PRA, the Committee undertook preparatory work during 2015 in order to put in place independent chairs and directors on certain of the Group’s subsidiary boards. From February 2016, the duties of the Committee were extended to reflect new responsibilities in relation to the governance arrangements for such subsidiary boards and the independent chairs and directors. The Committee has been re-named the Nomination & Governance Committee to reflect these new duties. Key committee details Committee members — Paul Manduca (Chairman) — Howard Davies — Ann Godbehere — Anthony Nightingale (from May 2015) — Philip Remnant — Lord Turnbull (until May 2015) Regular attendees — Group Chief Executive — Group Human Resources Director — Group General Counsel and Company Secretary Number of meetings in 2015: five Key responsibilities — Keeping under review the leadership needs of the Group and ensuring suitable Board successions plans are in place; — Reviewing the size, structure and composition of the Board including knowledge, experience, diversity, and making recommendations to the Board with regard to any changes; — Identifying and nominating candidates, based on merit and against objective criteria, for approval by the Board to fill any Board vacancies; — Regularly reviewing the independence of the Non-executive Directors; — Reviewing the time required from a Non-executive Director to fulfil the obligations of the position; — Recommending to the Board the re-appointment of any Non-executive Director at the conclusion of their specified term of office and making recommendations as to their re-election by shareholders; — Considering and authorising any actual or potential situational conflicts arising from either new or existing appointments. Paul Manduca Chairman of the Nomination Committee 86 How the Committee discharged its responsibilities during 2015 Matter considered How the Committee addressed the matter Succession planning — Appointments – Non-executive Directors – Executive Directors The Committee kept succession plans for executive and non-executive Board roles under continuous review. During 2015, the Committee led a search for additional candidates to be appointed to the Board as Non-executive Directors, in order to ensure Board composition was progressively refreshed, assisted by Egon Zehnder as the search consultant. An initial list of candidates was provided to the Committee and comments fed back to the Chairman. A shortlist was prepared and the Committee agreed that the Chairman would continue the search process. The Chairman coordinated the continued search, keeping the other Committee members closely involved in the process. This included conversations with potential candidates, who met the Chairman, the Group Chief Executive and other members of the Committee, including the Senior Independent Director and key management. The Board was kept regularly updated on progress. Mr Law and Lord Turner were identified through this process. Mr Law has excellent knowledge and in-depth experience of the issues in the financial services industry gained throughout his lengthy career at PwC which included five years as Global Leader of their insurance practice. He also has extensive experience working with clients in an industry regulated by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). Lord Turner has held a number of non-executive positions since 2000, which provided him with extensive involvement in audit, risk and remuneration committees across a range of industries. He has in-depth knowledge of financial services gained during his appointment as Chairman of the FSA (2008-2013) and as non-executive director of the Bank of England. The Committee recommended the appointment of Mr Law and Lord Turner to the Board for approval. The Committee also led searches for the executive Board vacancies which arose during the year. During 2015, the appointments of the Group Chief Executive, the Group Chief Risk Officer and the Chief Executives of the Northern American, Asian and UK & Europe businesses were recommended by the Committee. Egon Zehnder were again appointed as the search consultant to review the external market and, where required, to provide support in the assessment of internal candidates. Initial longlists of potential internal and external candidates were considered. After a review of the longlists, shortlisted candidates met the Chairman, the Group Chief Executive and other members of the Committee, including the Senior Independent Director and key management where appropriate. Additionally, candidates were assessed by Egon Zehnder against the role specification requirements. The outcomes of these searches are set out below. Mr Wells was selected for the role of Group Chief Executive. Mr Wells has served on the Board since January 2011 as President and Chief Executive of Jackson. He has extensive experience of life insurance, retirement services and asset management, having worked in the sector for 29 years, with 20 of those years spent in senior and strategic positions at Jackson. Mr Stowe was selected as Chairman and Chief Executive of the North American business unit. He had served on the Board since November 2006 as Chief Executive of Prudential Corporation Asia and altogether has 35 years of experience of leading life insurance organisations in the US and Asia. Mr Wilkey was selected as Chief Executive, Prudential Corporation Asia. He has 28 years of experience in life insurance. Prior to joining Prudential in 2006 as Chief Executive, Insurance, at Prudential Corporation Asia, Mr Wilkey was Deputy President and Chief Operating Officer of American International Assurance (AIA), responsible for AIA’s life companies in South East Asia. Ms James was selected as Group Chief Risk Officer. She previously served as Director of Group Finance, responsible for the delivery of the Group’s financial results, business planning and performance monitoring. In that role, she also led Prudential’s Solvency II programme and was a member of the Group Executive Risk Committee. Mr Foley was selected as Chief Executive, UK & Europe in January 2016. He has more than 35 years’ experience and an in-depth knowledge of Prudential UK & Europe. Mr Foley acted as Interim Chief Executive of the UK & Europe business from October 2015 in addition to his duties as Group Investment Director. Between 2011 and 2013, he served on the Company’s Board as Group Chief Risk Officer. Ms Richards will join Prudential as successor to Mr McLintock as Chief Executive of M&G Investments. Mr McLintock announced in February 2016 his intention to retire from the Board. Ms Richards joins from Aberdeen Asset Management PLC, where she held the position of Chief Investment Officer and was responsible for operations in Europe, the Middle East and Africa. She has held senior roles at JP Morgan Investment Management, Mercury Asset Management and Edinburgh Fund Managers. The Board was kept informed throughout the process and the Committee recommended the appointment of Mr Wells, Mr Stowe, Mr Foley, Mr Wilkey, Ms James and Ms Richards to the Board for approval. 87 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCommittees continued How the Committee discharged its responsibilities during 2015 continued Matter considered How the Committee addressed the matter — Re-election of directors As part of its ongoing work on Board succession planning, the Committee considered the terms of appointment for the Chairman, Committee Chairmen and Non-executive Directors taking into account time commitment and the general balance of skills, experience and knowledge on the Board and assessing length of service in their roles. Having reviewed the performance of relevant Non-executive Directors in office at the time, the Committee recommended to the Board that those Non-executive Directors should stand for re-election at the 2015 Annual General Meeting. The Chairman was appointed by the Board in July 2012 for an initial three-year term, which expired in 2015. The performance of the Chairman is reviewed annually through a process led by the Senior Independent Director. Following review in 2015, the Committee, led by the Senior Independent Director, recommended to the Board that the Chairman be appointed for a further term of three years expiring in 2018, subject to re-election by shareholders. The Committee further considered the term of appointment of Ann Godbehere, who has been a Non-executive Director since 2007 and Chairman of the Audit Committee from 2010. In line with corporate governance guidelines, any reviews of Non-executive Director terms beyond six years are particularly rigorous. The Committee invited Ann to serve an additional year expiring at the conclusion of the 2016 Annual General Meeting. Alistair Johnston and Kai Nargolwala completed their first term of three years following their initial appointment by shareholders at the 2012 Annual General Meeting. Following performance evaluation by the Committee and re-election by shareholders in 2015, both were invited to serve a further term of three years, expiring at the conclusion of the 2018 Annual General Meeting. Independence The Committee considered the independence of the Non-executive Directors against relevant requirements as outlined on page 82. Conflicts of interest Governance — Committee effectiveness — Group subsidiaries — Terms of reference The Board has delegated authority to the Committee to consider, and authorise where necessary, any actual or potential conflicts of interest in accordance with relevant legislation, the provisions in the Company’s Articles and the procedures approved by the Board. In February 2016, the Committee considered the external appointments of all Directors and reviewed existing conflict authorisations, reaffirming or updating any terms or conditions attached to authorisations where required. New positions were reviewed during the year as they arose and conflicts authorised as relevant. The effectiveness of the Committee was assessed as part of the overall performance evaluation of the Board. This assessment confirmed that the Committee continued to operate effectively during the year. More information on the Board evaluation can be found on page 80. At the request of the Board, and as agreed with the PRA, the Committee undertook preparatory work during 2015 in order to put in place independent chairs and directors on certain of the Group’s subsidiary boards. From February 2016, the duties of the Committee were extended to reflect the new responsibilities in relation to the governance arrangements for such subsidiary boards and the independent chairs and directors. The Committee has been re-named the Nomination & Governance Committee to reflect these new duties. The Committee considered and made recommendations to the Board regarding its terms of reference during the year. The terms of reference, which are reviewed annually, can be found on the Company’s website www.prudential.co.uk These recommendations included provisions setting out the Committee’s new duties in respect of independent directors of certain of the Group’s subsidiaries. 88 Ann Godbehere Chairman of the Audit Committee Audit Committee report As Chairman of the Audit Committee, I am pleased to report on the Committee’s activities and areas of focus during 2015. The Audit Committee plays a vital role in Prudential’s governance, one that is becoming increasingly important as the Group continues to grow in size and complexity. The Committee’s responsibility for overseeing financial reporting, supervising the effectiveness of internal control systems and monitoring the independence of the auditor, places it at the centre of our ongoing drive to ensure that the Group’s governance is as rigorous, transparent and effective as possible. During 2015, the Committee continued to focus closely on its core responsibilities around financial reporting, internal controls and oversight of assurance work, including Sarbanes-Oxley certifications. At the same time, we addressed the implications for the Group of emerging regulatory requirements, among them the implementation of the Solvency II regime, the new guidance affecting going concern and the requirement for a statement on longer-term viability as well as the forthcoming new rules governing audit rotation and tender. The Committee has continued to ensure that the Group’s financial reporting remains clear, accurate and informative. We have worked closely with the Risk Committee to provide an integrated approach to risk assurance and management. As part of our business as usual activities, we have met regularly with the Group-wide Internal Audit Director and the External Audit Partner. During the year, we welcomed David Law as an additional member of the Audit Committee. Key committee details Committee members — Ann Godbehere (Chairman) — Howard Davies — Alistair Johnston — David Law (from September 2015) — Philip Remnant — Alice Schroeder Regular attendees — Chairman of the Board — Group Chief Executive — Chief Financial Officer — Group Chief Risk Officer — Group Regulatory and Government Affairs Director — Group General Counsel and Company Secretary — Director of Group Compliance — Director of Group-wide Internal Audit — External Audit Partner Number of meetings in 2015: 10 In addition two joint meetings were held with the Risk Committee. Key responsibilities — Monitoring the integrity of the Group’s Annual Report and Accounts and any other periodic financial reporting, reviewing the accounting policies adopted, decisions taken regarding major areas of judgement and the going concern assumption; — Reviewing and providing advice to the Board as to whether the Group’s Annual Report and Accounts are fair, balanced and understandable; — Keeping under review the framework and effectiveness of the Group’s systems of internal control and approving the statements to be included in financial reports concerning their effectiveness; — Assessing the performance, independence and objectivity of the external auditor, making recommendations to the Board regarding their appointment and approving their terms of engagement; — Reviewing the effectiveness and performance of the service provided by the internal audit function and approving the internal audit programme; — Considering the effectiveness of compliance arrangements across the Group and approving the annual compliance plan; — Reviewing procedures for managing allegations from whistleblowers and arrangements for employees to raise any concerns about possible financial reporting improprieties; — Reviewing the effectiveness of the Group Governance framework and any material approvals for deviations from the Group’s governance policies; — Approving the standard terms of reference for the Business Unit audit committees and annually reviewing their effectiveness. 89 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCommittees continued How the Committee discharged its responsibilities during 2015 Matter considered How the Committee addressed the matter Financial reporting — Overview — Key assumptions and judgements The Committee assessed whether appropriate accounting policies had been adopted throughout the accounting period and whether management had made appropriate estimates and judgements over recognition, measurement and presentation of the financial results. There were no new or altered accounting standards in 2015 that had a material effect on the Group’s financial statements. The Committee also focused on the accounting for material transactions, clarity of disclosures in financial reports, the going concern assumptions, and compliance with accounting standards and obligations under applicable laws, regulations and governance codes. As part of this focus, it reviewed the changes to the UK Corporate Governance Code with particular attention given to the Group’s planned disclosures on the required new statement discussing the longer-term viability of the Group. The Committee further considered the fair, balanced and understandable requirement under the UK Code, providing advice to the Board in respect of this requirement. The Committee reviewed the key assumptions and judgements made in valuing the Group’s investments, insurance liabilities and deferred acquisition costs under IFRS, together with reports on the operation of internal controls to derive these amounts. It also reviewed the assumptions underpinning the Group’s European Embedded Value (EEV) metrics. The Committee considered information, including peer comparisons if relevant and available, on the following key assumptions: — Persistency, mortality, morbidity and expense assumptions within the Asia life businesses; — Economic and policyholder behaviour assumptions affecting the measurement of Jackson guarantee liabilities and amortisation of deferred acquisition costs; and — Mortality and credit risk for UK annuity business. The Committee also received information on the nature of goodwill and intangible asset values and the carrying value of investments in the Group’s balance sheet. In relation to investments, this included the results of independent valuations by the external auditor. No significant issues arose in respect of these items. — Other financial reporting matters The Audit Committee also considered the nature of non-recurrent items and judgemental matters regarding provisions for certain open tax items. The Committee was satisfied that management’s approach was reasonable in these areas. The Committee considered various analyses from management regarding Group and subsidiary capital and liquidity prior to recommending to the Board that it could conclude that the financial statements should continue to be prepared on the going concern basis and the disclosures on the Group’s longer-term viability were both reasonable and appropriate. As part of its assessment of the description of performance within the Annual Report and Accounts, the Committee considered judgemental aspects of the Group’s reporting across the Group’s IFRS and EEV metrics. This assessment included a review to ensure that the allocation of items between operating and non-operating profit was in accordance with the Group’s accounting policy. The Committee considered the impact of equity and interest rate movements on the IFRS results of the Group’s US business and, after discussion, the Committee was satisfied that the presentation and disclosure of such impacts was appropriate and consistent with prior periods. In addition, in relation to the Group’s supplementary reporting on the EEV basis, the Committee considered the appropriateness of the economic assumptions underpinning the projected rates of return and risk discount rates, and of changes to EEV operating assumptions and the level of operating experience variances. It also reviewed the impact of changes to the Group’s EEV as a result of changes to the UK corporation tax rate enacted in the last quarter of 2015. The Committee was satisfied that the assumptions adopted by the Group were appropriate. In relation to the Group’s Solvency II disclosures, the Committee considered management’s planned approach to disclosures in advance of formal implementation of Solvency II at 1 January 2016 in conjunction with the Group Risk Committee. It considered detailed papers in advance of the December announcement of internal model approval by the PRA and the Investor Day presentation in January 2016. It also reviewed the methodology for the basis of calculation and the disclosures within the supplementary information included in the full-year results announcement and Annual Report and Accounts. The Committee concluded the disclosure was reasonable. 90 Matter considered How the Committee addressed the matter — Other financial reporting matters continued Internal control External audit — External audit effectiveness — Auditor independence and objectivity The Committee considered the effects of volatility in equity market movements, and changes in interest and foreign currency translation rates on the Group’s results. The impact of these market- driven effects on the accounting, presentation and disclosure of the Group’s longer-term investment return assumptions and short-term fluctuations in investment return was an area of focus. No significant issues arose in respect of these items. For all the above areas, the Committee received input from management and the external auditor prior to reaching its conclusions. In addition to these reporting matters, the Committee also received and considered regular updates from management on the status and implications for the Group of financial reporting developments, including updates on discussions by the International Accounting Standards Board on the development of the Phase II Insurance Standard and proposed ‘Overlay’ and ‘Temporary Exemption’ options to permit altered presentation of the profit and loss account or deferral of IFRS 9 by insurers. In conjunction with the Risk Committee, the Committee considered the outcome of the annual review of the systems of internal control and risk management. The report considered all material controls, including financial, operational and compliance controls and reflected changes in the UK Code which became effective for financial years commencing on or after 1 October 2014. Having considered the review, the Committee made recommendations to the Board regarding the effectiveness of the internal control and risk management systems in place. The Board’s statement regarding effectiveness of these systems can be found on page 84. The Group’s external auditor is KPMG LLP and oversight of the relationship with them is one of the Committee’s key responsibilities. The Committee approved KPMG’s terms of engagement for the statutory audit, and approved fees for both audit and non-audit services in accordance with the Group’s policy. To assess the effectiveness of the auditor, the Committee reviewed the audit approach and strategy and received an internal report on their performance. They also considered findings contained in a report issued following inspection of KPMG’s audit by the Financial Reporting Council’s Audit Quality Review team. The Committee discussed the findings of this external report and the actions undertaken by KPMG to address the matters raised as part of the 2015 audit. It agreed that the audit was effective overall and that any identified areas for further improvement had been addressed or had appropriate action plans in place. The internal evaluation was conducted using a questionnaire which was circulated to the Committee, the Chief Financial Officer and the Group’s senior financial leadership for completion. In total, 80 people provided input on the performance of the auditor. The feedback provided was reviewed and compiled into a report for the Committee which covered areas such as the knowledge and expertise of the partners and team members, their understanding of the Group, the resourcing applied to the audit and continuity of the team, liaison with Group-wide internal audit and approach to resolution of issues, as well as factors such as their coordination across the Group’s multiple jurisdictions and quality of their written and oral communication. The degree of challenge and robustness of approach to the audit were key components of the evaluation. The Committee Chairman invited other Group stakeholders to provide their views on the performance of the auditor, and KPMG was given the opportunity to respond to the findings in the report. On completion of the activities outlined above, the Committee concluded that the audit had been effective and the challenge appropriately robust across all parts of the Group. The Committee has responsibility for monitoring auditor independence and objectivity and is supported in doing so by the Group’s Auditor Independence Policy (the Policy). The Policy is updated annually and approved by the Committee. It sets out the circumstances in which the external auditor may be permitted to undertake non-audit services and is based on four key principles which specify that the auditor should not: — Audit its own firm’s work; — Make management decisions for the Group; — Have a mutuality of financial interest with the Group; or — Be put in the role of advocate for the Group. 91 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCommittees continued How the Committee discharged its responsibilities during 2015 continued Matter considered How the Committee addressed the matter The Policy has two permissible service types: those that require specific approval by the Committee on an engagement basis and those that are pre-approved by the Committee with an annual monetary limit. In accordance with the Policy, the Committee approved these permissible services, classified as either audit or non-audit services, and monitored the annual limits on a quarterly basis. All non-audit services undertaken by KPMG were agreed prior to the commencement of work and were confirmed as permissible for the external auditor to undertake under the provisions of the Sarbanes-Oxley Act. During the year, the Committee considered updates to the policy required to reflect proposed changes to permissible non-audit services issued for consultation by the Financial Reporting Council, in connection with the implementation of broader EU reforms to the audit market. This will include adopting the schedule of prohibited non-audit services specified in the EU directive. The proposed changes will begin to be implemented during the 2016 reporting period in preparation for the required full implementation for 2017. In keeping with professional ethical standards, KPMG also confirmed their independence to the Committee and set out the supporting evidence for their conclusion in a report which was considered by the Committee prior to the publication of the financial results. The fees paid to KPMG for the year ended 31 December 2015 amounted to £16.6 million (2014: £16.6 million) of which £4.3 million (2014: £5.1 million) was payable in respect of non-audit services. Non-audit services accounted for 26 per cent of total fees payable (2014: 31 per cent). A breakdown of the fees paid to KPMG can be found in Note B3.4 to the financial statements on page 171. Of the £4.3 million of non-audit services, the principal types of non-audit engagements approved for 2015 were tax compliance services of £0.7 million, other assurance services of £2.2 million (mainly in connection with Solvency II reporting and disclosures), corporate finance services of £0.2 million and other non-audit services of £1.2 million (which mainly consist of risk management services and Solvency II internal model validation work). Total Solvency II assurance and validation fees payable for the year to KPMG were £1.9 million (2014: £1.4 million). The Committee considered that the Solvency II assurance work is most appropriately completed by the auditor as it builds on the expertise gained from KPMG’s core audit work from their insight into the Group’s systems, processes and controls, driving significant synergies. As explained above, following the introduction of the EU reforms and the adoption of these in the Company’s 2016 Auditor Independence Policy we do not expect significant use of KPMG for tax services from 2016. Based on the outcome of the effectiveness evaluation and all other considerations, the Committee recommended to the Board that KPMG be re-appointed as the auditor. A resolution to this effect will be proposed to shareholders at the 2016 Annual General Meeting. The external audit was last put out to competitive re-tender in 1999 when the present auditor, KPMG, was appointed. Since 2005, the Committee has annually considered the need to re-tender the external audit service and it again considered this in February 2016, concluding that there was nothing in the performance of the auditor which required such a tender. The Committee acknowledges the provisions contained in the UK Code in respect of audit tendering, along with European rules on mandatory audit rotation and audit tendering. In light of this, and conforming to the requirements of the EU rules, the Company will be required to change auditor no later than for the 2023 financial year end. The Committee also recognises that the industry is in a period of unprecedented change with the introduction of Solvency II from this January and the IASB expecting to issue a new insurance accounting standard for implementation not before 2019. The Committee currently believes any change of auditor should be scheduled to limit operational disruption during such a period of change and, as a consequence, is not currently planning to re-tender the audit ahead of 2019, subject to the Committee’s normal annual review. In line with the Auditing Practices Board Ethical Statements and the Sarbanes-Oxley Act, a new lead audit partner is appointed every five years. A new lead audit partner was appointed in respect of the 2012 financial year who will be replaced post 2016 reporting. — Auditor independence and objectivity continued — Fees paid to the auditor — Re-appointment — Audit tender 92 Matter considered How the Committee addressed the matter Internal audit — Regular reporting The independent assurance provided by Group-wide Internal Audit formed a fundamental part of the Committee’s deliberations on the Group’s overall control environment. The Committee received regular updates on audits conducted and management’s progress in addressing audit findings. Each of the Group’s business units has an internal audit team, the heads of which report to the Director of Group-wide Internal Audit. The function also has a Quality Assurance Director, whose primary role is to monitor and evaluate adherence to industry practice guidelines and Group-wide Internal Audit’s own standards and methodology. Internal audit resources, plans, budgets and its work are overseen by both the Committee and the relevant business unit audit committee. The Director of Group-wide Internal Audit reports functionally to the Chairman of the Committee and, for management purposes, to the Group Chief Executive. — Annual plan and focus for 2016 The Committee approved the half-year update of the 2015 plan. It also considered and approved the Internal Audit plan, resource and budget for 2016. — Internal audit effectiveness — BU audit committee effectiveness — BU model terms of reference Group compliance — Regular reporting At the half year, the Committee considered recommendations to refresh the Audit plan in response to changes in the Business Unit operating environments and an update to the Group’s top risks. The 2016 Plan was formulated based on a bottom-up risk assessment of audit needs mapped to the Group Risk Framework. It also considered a top-down challenge by GwIA Leadership Team of the extent of coverage of key themes, ensuring extensive coverage of Group Tier 1 and Tier 2 top risks as identified by the Group Risk Committee and delivering audit coverage of other key areas of risk within a tiered cycle of coverage (ie two- three- and four-year cycles). In addition to the periodic external effectiveness review required every five years (last conducted in 2012), the Committee annually assesses the performance and effectiveness of the internal audit function. A 2015 internal effectiveness review, performed by the Group-wide Internal Audit Quality Assurance Director, was conducted in accordance with the professional practice standards of the Chartered Institute of Internal Auditors (CIIA). The review concluded that Group-wide Internal Audit continues to comply with the requirements of internal audit policies, procedures and practices, and standards in all material respects relating to audit planning and execution, and continued to be aligned with its mandated objectives and maintained general conformance with the CIIA guidance for Effective Internal Audit in the Financial Services Sector. Having considered the findings of the 2015 internal effectiveness review, the Committee concluded that Group-wide Internal Audit had continued to operate in compliance with the requirements of Group-wide Internal Audit policies, procedures and practice standards in all material respects and remained aligned to mandated objectives during 2015. The Committee is supported by the work carried out by the business unit audit committees and annually reviews the effectiveness of these committees. These committees provide oversight of the respective business units. During the year, membership comprised senior management who were independent of the Business Unit and in some cases included independent Non-executive Directors. The minutes of these committees were provided to the Committee and their meetings were attended by the external auditor as well as senior management from the business unit (including the Business Unit Chief Executive, heads of Finance, Risk, Compliance and Group-wide Internal Audit). The Committee’s assessment of the Business Unit audit committees was carried out by local teams from Group-wide Internal Audit and considered whether each of the committees fulfilled the responsibilities documented in their terms of reference. Attendance rates by committee members and evidence of the committees’ coverage of key business unit issues, as well as the appropriate escalation of concerns to the Committee, formed part of the criteria used for the evaluation. The Committee approved the Group’s standard terms of reference for business unit audit committees, which were updated to reflect changes in the Committee’s own responsibilities to align them with best practice. These were adopted by the business unit audit committees with minor variations to address local regulations or the particular requirements of the business. Regular updates were provided to the Committee by the Group Regulatory and Government Affairs Director and the Director of Group Compliance. The reports kept the Committee apprised of communications with the principal UK regulators, international regulatory developments and compliance with the Group’s Compliance policies. The introduction of the new Senior Insurance Managers Regime (SIMR), the PRA’s workplan for Prudential and the US Department of Labor’s consultation on fiduciary duties were areas of focus for the Committee. Group Compliance led the development of the Group’s framework for the implementation of the new SIMR regime and kept the Committee updated on developments in this area. 93 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Committees continued How the Committee discharged its responsibilities during 2015 continued Matter considered How the Committee addressed the matter — Compliance plan and focus for 2016 Financial crime Whistleblowing Group Governance Framework The Committee considered and approved the 2016 Group Compliance Plan. Areas of focus included strengthening the compliance framework, a focus on key risk drivers which have caused compliance issues across the industry, including: conflicts of interest; culture, values and the fair treatment of customers; the articulation of compliance risk appetite; and the assessment and mitigation of key risks, including anti-money laundering and sanctions, continued proactive engagement with the PRA and FCA and a number of Business Unit-specific risk areas, which were cascaded down to the Business Units for implementation and oversight by the respective Business Unit audit committees. In 2016, Group Compliance intends to take forward the policy initiatives developed in 2015 and to review and refresh the Group Compliance Policy standards against which Business Units are assessed. The Committee received the Money Laundering Prevention Officer’s report which assessed the operation and effectiveness of the Group’s systems and controls in relation to managing money laundering and sanctions risk. The Committee noted the regulatory developments relating to the strengthening of the regimes in Asia ahead of various Financial Action Task Force reviews and the drive for transparency of beneficial ownership, led by the G20 and UK regulators. Regular updates were provided to the Committee on matters raised through the Group’s Confidential Reporting Lines and the actions taken in response to these. The role of the whistleblowing champion for the purpose of SIMR will be carried out by the Chair of the UK business unit risk committee. At Group level, the Chair of the Group Audit Committee remains responsible for oversight of whistleblowing activities across the whole of the Group. The Group Governance Framework links together internal controls, authorisation requirements, Business Unit reporting and escalation, as well as the policies adopted by the Group. The Framework comprises a central repository of information, the Group Governance Manual, which contains these controls, plus a number of processes to ensure polices remain accurate and up to date. The Group Governance Manual is also used to promote awareness and educate colleagues across the Group about their obligations. Procedures to assess to what extent all Business Units in the Group meet these obligations are in place and the outcome is monitored by the Committee. The Committee reviewed the outcomes of the Governance Quality Assurance reviews undertaken during 2015, the update on the annual Group Governance Manual content review and results of the year-end certification of compliance with the Group Governance Manual requirements for the period ended 31 December 2015. Governance — Committee effectiveness The Committee reviewed compliance with various applicable regulations and codes of conduct. The results of this assessment were presented to the meeting in February 2016. — Private meetings — Terms of reference The effectiveness of the Committee was assessed as part of the overall performance evaluation of the Board. This assessment confirmed that the Committee continued to operate effectively during the year. More information on the Board evaluation can be found on page 80. Periodically during the year, the Committee met with each of the external and internal auditors and with Group Security without the presence of management. The Committee considered and made recommendations to the Board regarding its terms of reference during the year. The terms of reference, which are reviewed annually, can be found on the Company’s website www.prudential.co.uk These recommendations reflected the Committee’s new responsibilities regarding the longer-term viability statement and auditor rotation. 94 Howard Davies Chairman of the Risk Committee Key committee details Committee members — Howard Davies (Chairman) — Ann Godbehere — Kai Nargolwala — Lord Turner (from September 2015) — Lord Turnbull (until May 2015) Regular attendees — Chairman of the Board — Group Chief Executive — Chief Financial Officer — Group Chief Risk Officer — Group Regulatory and Government Affairs Director — Group General Counsel and Company Secretary — Group Investment Director — Director of Group-wide Internal Audit Number of meetings in 2015: Six In addition two joint meetings were held with the Audit Committee. Key responsibilities — Recommending the Group’s overall risk appetite to the Board for approval; — Reviewing the Group’s risk and investment frameworks and approving the policies forming part of the frameworks; — Reviewing the Group’s material risk exposures against the risk methodologies and management’s actions to monitor and control such exposures; — Reviewing the Group’s stress testing; — Reviewing the overall effectiveness of the Internal Model used for the purposes of the Solvency II regime and making recommendations to the Board as required in respect of changes to the Model; — Advising the Board on the risks inherent in strategic acquisitions and the business plan; — Advising the Remuneration Committee on risk weightings to be applied to performance objectives for Executive remuneration; — Monitoring the effectiveness of the Group Chief Risk Officer. Risk Committee report As Chairman of the Risk Committee, I am pleased to report on the Committee’s activities and focus during 2015. The Committee’s work has contributed to the Board’s understanding of the risks facing the business and shaping our risk appetite. During the year, the Committee oversaw a number of initiatives to strengthen further the Group’s processes and capabilities around reporting and managing risk. Alongside regular monitoring of the application of, and compliance with, the Group Risk Framework, we ensured that the Group was fully prepared for the introduction of Solvency II. This included reviewing the methodology and calibration of the internal model, receiving reports on the independent validation of the model, monitoring progress towards the Prudential Regulation Authority’s approval of the model, reviewing the Group’s Own Risk and Solvency Assessment, progress towards wider Solvency II compliance and the governance framework for approving disclosures. We have worked closely with the Audit Committee to provide risk oversight throughout the Group to ensure an integrated approach. The Committee also oversaw the work required as a result of the Group’s designation as a Global Systemically Important Insurer, including the development of the Systemic Risk Management Plan, the Liquidity Risk Management Plan and the Recovery Plan. As part of our regular work schedule, we conducted an assessment of our stress- testing processes, again working closely with the Audit Committee on any areas of overlap. We monitored the operation of the three lines of defence system operating throughout the Group and received regular reports from the chief risk officers of the business units who attended our meetings, following up those reports as appropriate with detailed reviews of areas where concerns were reported. During the year, we welcomed Lord Turner as a Committee member and Penny James as our Group Chief Risk Officer. 95 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcCommittees continued How the Committee discharged its responsibilities during 2015 Matter considered How the Committee addressed the matter Risk appetite The Committee considered the Group’s risk appetite including conducting a benchmarking exercise undertaken against comparator businesses considered relevant in terms of size, complexity, geography and business lines. Having reviewed the report and taking account of the Group’s business environment, the Committee concluded that the current risk metrics continued to be appropriate. The Committee considered the effect of the introduction of Solvency II, and recommended alterations to the Group’s risk appetite to the Board, reflecting the introduction of the new capital metric. Risk management The Committee received deep dive reports on areas of interest from across the Group and carried out post-transaction reviews of certain of the Group’s transactions. Group top risks Solvency II and Pillar 3 reporting The Group Risk Development Plan for the year was considered and approved by the Committee. The Plan underpins the ongoing enhancement of the Group Risk Framework and drives the development of the Group Risk function’s capability across the Group. The Plan included recommendations aimed at further embedding the Economic Capital model in risk processes and decision making, enhancing the understanding and interpretation of the Group Risk Framework and the review of the appropriateness of the limit framework, the development of the risk appetite to reflect the introduction of Solvency II and certain enhancements to the limit framework. The Committee was provided with regular updates from the Group Treasury function as part of its oversight of liquidity management. It also received reports from Group-wide Internal Audit, minutes from the Group Executive Risk Committee and matters escalated by other Group-level risk management committees. The Committee evaluated the Group’s top risks, considering recommendations for promoting additional risks, expanding the scope of existing risks and removing those risks no longer requiring particular focus from the Committee. The Committee received regular reporting on these risks and mitigating actions. The Group Chief Risk Officer regularly provided the Committee with updates on market conditions likely to have an impact on Group and policyholder investments, such as the implications of a sustained low-interest-rate environment and falling oil prices. The Group Chief Risk Officer regularly reported to the Committee on compliance with the Group Risk Framework and the composition of the Group’s ‘Watch Lists’ of credit counterparties. The Group Chief Risk Officer’s reports also provided the Committee with regulatory updates, particularly regarding Solvency II and submission of the Group’s Internal Model to the PRA, development of the Group’s global capital standards and the deliverables required as a result of the Group’s designation as a Global Systemically Important Insurer. The Committee considered the Own Risk and Solvency Assessment report based on the outcomes of the Group’s 2015-17 Business Plan and the FY14 risk and solvency positions prior to its approval by the Board. The report was also considered in light of the results of the Group’s regular stress testing. The 2015 Own Risk and Solvency Assessment report enhanced the 2014 report through improved alignment with business planning and strategy processes and better linkage with the Group’s risk profile. The Committee continued to oversee the submission of the Group’s Internal Model Approval Process application, including reviewing the methodology and assumptions in the model and receiving input from the independent model validation team and made recommendations to the Board in respect of its submission to the PRA. The Committee also considered and provided feedback on the overall governance process and the approach to the disclosures of the internal model outcome. This activity was undertaken working closely with the Audit Committee. Global Systemically Important Insurer In light of its designation as a Global Systemically Important Insurer, the Company is required to annually agree a number of deliverables with its Crisis Management Group consisting of the Group’s principal regulators. The Committee played a key part in considering and approving a number of these including the Group’s Liquidity Risk Management Plan, Systemic Risk Management Plan and Recovery Plan. 96 Matter considered How the Committee addressed the matter Reverse Stress Testing The Reverse Stress Test exercise was carried out to confirm the Group’s position as being significantly resilient to certain business failure scenarios. The report related to the Group’s year-end 2015 position and was submitted to the PRA. Internal control and risk management In conjunction with the Audit Committee, the Committee reviewed the outcome of the annual review of the Group’s systems of internal control and risk management. Governance — Committee effectiveness The effectiveness of the Committee was assessed as part of the overall performance evaluation of the Board. This assessment confirmed that the Committee continued to operate effectively during the year. More information on the Board evaluation can be found on page 80. — Terms of reference The Committee considered and made recommendations to the Board regarding its terms of reference during the year. The terms of reference, which are reviewed annually, can be found on the Company’s website www.prudential.co.uk These recommendations incorporated changes to reflect the Committee’s role in assessing the effectiveness of the Group’s Internal Model and making recommendations to the Board regarding proposed changes to the Group’s Internal Model. 97 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcStatutory and regulatory disclosures Financial reporting Going concern In accordance with the requirements of the guidance issued by the Financial Reporting Council in September 2014 ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, after making sufficient enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue their operations for a period of at least 12 months from the date that the financial statements are approved. In support of this expectation, the Company’s business activities, together with the factors likely to affect its future development, successful performance and position in the current economic climate are set out in pages 4 to 35. The risks facing the Group’s capital and liquidity positions and their sensitivities are referred to in the Strategic report on pages 45 to 54. Specifically, the Group’s borrowings are detailed in note C6 on pages 241 and 242; the market risk and liquidity analysis associated with the Group’s assets and liabilities can be found in note C3.5(a) on pages 213 to 215; policyholder liability maturity profile by business units in notes C4.1(b), (c) and (d) on pages 222, 224 and 225 respectively; cash flow details in the consolidated statement of cash flows; and provisions and contingencies in notes C12 and D2. The Directors therefore consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements for the year ended 31 December 2015. The Directors have a duty to report to shareholders on the performance and financial position of the Group and are responsible for preparing the financial statements on pages 132 to 291 and the supplementary information on pages 298 to 328. It is the responsibility of the auditor to form independent opinions, based on its audit of the financial statements and its audit of the EEV basis supplementary information, and to report its opinions to the Company’s shareholders and to the Company. Its opinions are given on pages 293 to 296 and page 330. Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the financial affairs of the Company and of the Group. The criteria applied in the preparation of the financial statements are set out in the statement of Directors’ responsibilities on page 292 and page 329. Company law also requires the Board to approve the Strategic report. In addition, the UK Code requires the Directors’ statement to state that they consider the Annual Report and financial statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. The Directors are further required to confirm that the Strategic report includes a fair review of the development and performance of the business, with a description of the principal risks and uncertainties. Such confirmation is included in the statement of Directors’ responsibilities on page 292 and page 329. The Strategic report provides, on pages 45 to 47, a description of the Group’s capital position, financing and liquidity. The risks facing the Group’s business and how these are managed are discussed in the audited sections of the Group Chief Risk Officer’s report on pages 49 to 56. The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; each Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given, and should be interpreted in accordance with, the provisions of Section 418 of the Companies Act 2006. 98 Compliance with corporate governance codes In line with its primary listings on the London and Hong Kong Stock Exchanges, the Company has applied the main principles and all relevant provisions of the UK and HK Codes throughout the 2015 financial year as set out in the Governance report on pages 70 to 100 and also in the Directors’ remuneration report, which can be found on pages 102 to 129. The Board confirms that it has complied with all relevant principles set out in the UK and HK Codes throughout the accounting period. With respect to Code Provision B.1.2(d) of the HK Code, the responsibilities of the Remuneration Committee do not include making recommendations to the Board on the remuneration of the Non-executive Directors. In line with the principles of the UK Code, fees for the Non-executive Directors are determined by the Board. The UK Code, issued in 2012, and revised in 2014, can be viewed on the FRC’s website, with the HK Code available on the website of the HK Stock Exchange. Additional information US regulation and legislation Change of control Customers The five largest customers of the Group constituted in aggregate less than 30 per cent of its total sales for each of 2015 and 2014. As a result of its listing on the New York Stock Exchange, the Company is required to comply with the relevant provisions of the Sarbanes-Oxley Act 2002 as they apply to foreign private issuers and has adopted procedures to ensure such compliance. In particular, in relation to Section 302 of the Sarbanes-Oxley Act 2002 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 work of the Disclosure Committee supports the Group Chief Executive and Chief Financial Officer in making the certifications regarding the effectiveness of the Group’s disclosure procedures. Under the agreements governing Prudential Corporation Holdings Limited’s life insurance and fund management joint ventures with China International Trust & Investment Corporation (CITIC), if there is a change of control of the Company, CITIC may terminate the agreements and either (i) purchase the Company’s entire interest in the joint venture or require the Company to sell its interest to a third party designated by CITIC, or (ii) require the Company to purchase all of CITIC’s interest in the joint venture. The price of such purchase or sale is to be the fair value of the shares to be transferred, as determined by the auditor of the joint venture. 99 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc98 71 to 75 67 59 to 61 65 64 101 121 83 83 78 82 99 10 272 368 Section in Annual Report Page number(s) Index to principal Directors’ report disclosures Information required to be disclosed in the Directors’ report may be found in the following sections: Information Disclosure of information to auditor Directors in office during the year Additional disclosures Board of Directors Corporate responsibility governance Corporate responsibility review Employment policies and employee involvement Corporate responsibility review Greenhouse gas emissions Political donations and expenditure Remuneration Committee report Directors’ interests in shares Agreements for compensation for loss of office or employment on takeover Corporate responsibility review Corporate responsibility review Directors’ remuneration report Directors’ remuneration report Governance report Details of qualifying third-party indemnity provisions Governance report Powers of directors Rules governing appointments of directors Significant agreements impacted by a change of control Governance report Governance report Governance report Future developments of the business of the Company Group Chief Executive’s report Post-balance sheet events Rules governing changes to the Articles of Association Structure of share capital, including changes during the year and restrictions on the transfer of securities, voting rights and significant shareholders Business review Changes in borrowings Dividend details Financial instruments – risk management objectives and policies Note D3 of the Notes on the Group financial statements Shareholder information Shareholder information and Note C10 of the Notes on the Group financial statements 368 and 261 Strategic report Strategic report and Note C6 of the Notes on the Group financial statements. Strategic report Strategic report 11 46 and 241 48 49 In addition, the risk factors set out on pages 358 to 363 and the additional unaudited financial information set out on pages 332 to 357, are incorporated by reference into this report. Signed on behalf of the Board of Directors Alan F Porter Group General Counsel and Company Secretary 8 March 2016 100 Directors’ remuneration report 102 Annual statement from the Chairman of the Remuneration Committee 104 Our executive remuneration at a glance 106 Summary of Directors’ remuneration policy 109 Annual report on remuneration 126 Supplementary information This report has been prepared to comply with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, as well as the Companies Act 2006 and other related regulations. The following sections were subject to audit: salary information table in section entitled Base salary, Annual bonus, Long Term Incentive Plans with performance periods ending on 31 December 2015; Pension entitlements; table of 2015 and 2014 Executive Director total remuneration ‘The Single Figure’ and related notes; Long-term incentives awarded in 2015; Non-executive Director remuneration in 2015; Statement of Directors’ shareholdings; Outstanding share options; Recruitment arrangements; and Payments to past directors and payments for loss of office. Chairman's Challenge More than 7,000 employees volunteered through Prudential’s flagship international programme, the Chairman’s Challenge. Find out more on page 63. Our communities 101 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc4Directors’ remuneration report Annual statement from the Chairman of the Remuneration Committee Dear shareholder, I am pleased to present the Remuneration Committee’s report for the year to 31 December 2015. This is my first report as Chairman of the Remuneration Committee since I took on the role in May 2015. I would like to thank my predecessor Andrew Turnbull, who served as a member of the Committee for nine years, acting as Chairman for four of those years, for his contribution and leadership of the Committee during this period. The Committee’s report is presented in the following sections: — An ‘at a glance’ summary of the Group’s remuneration arrangements on pages 104 and 105; — Our Directors’ remuneration policy on pages 106 to 108 which describes how we pay directors. This policy was approved by shareholders at the 2014 AGM; — Our annual report on remuneration on pages 109 to 125 which describes how the Committee applied the remuneration policy in 2015 and the decisions it has made in respect of 2016; and — Supplementary information on pages 126 to 129. By way of preface, I would like to share the context for the key decisions the Committee took during 2015, in particular the remuneration arrangements for those joining and stepping down from the Board, how we rewarded the performance achieved in 2015 and the decisions relating to remuneration arrangements for 2016. Rewarding long-term performance external challenges faced by the Group during this time. The Group delivered total IFRS operating profits of £10,147 million in the 2013, 2014 and 2015 financial years, exceeding the stretching targets established by the Committee. I am pleased to say that this impressive financial performance has translated into significant returns to the Company’s shareholders, with £100 invested in Prudential on 1 January 2013 being worth £189 on 31 December 2015 through the combined effect of dividends paid and increases in the share price. Based on this level of total shareholder return and strong cumulative IFRS operating profit performance over the same period, the Committee determined that the performance conditions attached to Prudential Long Term Incentive Plan (‘PLTIP’) awards made to Executive Directors in 2013 achieved between 97.5 per cent and 100 per cent vesting depending on business unit. These awards will be released to participants in May 2016. Our Executive Directors are also Prudential shareholders, with a significant proportion of their remuneration delivered in the Company’s shares through both the annual and long-term incentive plans we operate. This alignment between the executive team and other shareholders is demonstrated by the fact that many of the Executive Directors have shareholdings well in excess of the guidelines that they are asked to meet. For instance, on 31 December 2015, Mike Wells had a beneficial interest in shares with a value of over 650 per cent of his salary, which is significantly higher than his share ownership guideline of 350 per cent of salary. Prudential’s 2016 Executive Directors’ remuneration As set out overleaf, the strong performance of the Group has been sustained over a number of years, notwithstanding the No changes to Prudential’s remuneration architecture are proposed for 2016. We will continue to operate all elements of Anthony Nightingale, CMG SBS JP Chairman of the Remuneration Committee 102 Prudential plc Annual Report 2015 www.prudential.co.ukremuneration in line with the Directors’ remuneration policy approved by shareholders at the 2014 AGM, and accordingly do not intend to ask shareholders to vote on the policy at the 2016 AGM. An enhancement to the policy since it was adopted in 2014 has been the inclusion of a recovery provision (clawback) in Executive Directors’ incentive arrangements from 2015, which was described in the 2014 Directors’ remuneration report. This provision allows incentives to be recovered after they are paid in certain circumstances. In determining remuneration packages for 2016, the Remuneration Committee was mindful of the need to maintain restraint on base salary increases. The Executive Directors will receive an increase in base salary of 1 per cent with effect from 1 January 2016, which is below the salary increase budget for other employees. There have been no changes to incentive opportunities for 2016. Rewarding 2015 performance Enhanced bonus disclosure The Committee has enhanced the Annual Incentive Plan (‘AIP’) reporting this year, a development which I trust you will find welcome. In addition to the information on bonus disclosure familiar to shareholders from last year’s report, which provides an illustrative view of 2015 performance against Group and business unit targets, we have also given more detailed information on the Group financial performance range (threshold and maximum) and the results achieved for the 2014 performance year. These disclosures can be found in the annual report on remuneration. This more detailed disclosure complements the retrospective reporting of the three-year IFRS operating profit targets applied to awards made under the PLTIP. The performance period for 2013 PLTIP awards ended on 31 December 2015 and the Group IFRS operating profit target (and the result achieved) for this period is disclosed in the annual report on remuneration. As set out in the business review section earlier in this Annual Report, the Group’s financial performance in 2015 was very strong: Strategic priority Group performance £m 2015 bonus achievement IFRS operating profit Prudential’s primary measure of profitability and a key driver of shareholder value EEV new business profit A measure of the future profitability of the new business sold during the year and indicates the profitable growth of the Group Business unit remittances Cash flows across the Group balance these net remittances (which support dividend payments) with the retention of cash for profitable reinvestment Above stretch level IFRS operating profit accounted for 35 per cent of Group financial bonus targets CAGR +20% 4,007 2,954 3,186 2,520 2,017 2011 2012 2013 2014 2015 2014-2015 growth 26% CAGR +16% 2,617 Above stretch level EEV new business profit accounted for 5 per cent of Group financial bonus targets 2,115 1,791 1,433 1,536 2011 2012 2013 2014 2015 2014-2015 growth 23% 1,482 1,341 1,105 1,200 CAGR +9% 1,625 Above stretch level A cash flow measure was used to determine 10 per cent of the Group financial bonus targets 2011 2012 2013 2014 2015 2014-2015 growth 10% Performance against these key metrics exceeded the stretching targets established by the Board. The Group achieved these results while maintaining appropriate levels of capital and operating within the Group’s risk appetite and framework. The Committee believes that the bonuses it awarded to Executive Directors for 2015 appropriately reflect this excellent performance. The Committee believes these enhanced disclosures will provide shareholders with additional clarity. Changes to the executive team As you will be aware, there have been a number of changes to Prudential’s executive team during 2015, including the appointment of Mike Wells as Group Chief Executive. The remuneration decisions arising from these changes were disclosed in stock exchange and website announcements when they took place. Further information can be found in the ‘Recruitment arrangements’ and ‘Payments to past directors’ sections of this report. In making decisions about the remuneration arrangements for those joining and stepping down from the Board, the Committee worked within the Directors’ remuneration policy approved by shareholders and was mindful of: — The skills, knowledge and experience that each new Executive Director brought to the Board; — The need to support the relocation of executives where this is necessary to enable them to assume their roles; — Its commitment to honour legacy arrangements; and — In relation to executives leaving the Board, the particular circumstances of the departure and the contribution the individual made to the Group. In conclusion During the year, I wrote to our major shareholders, and the shareholder representative bodies, ISS and the Investment Association, seeking their views on the decisions which the Committee took in 2015 and its proposals for 2016. We had a number of useful meetings where shareholders expressed their views and I am grateful for this feedback. On behalf of the Committee, I would like to thank shareholders for their engagement. We are firmly committed to continuing the Committee’s policy of engaging with our shareholders and we look forward to your continued support for the Company’s remuneration arrangements. I trust that you will find this report a clear account of the way in which the Committee has implemented the Directors’ remuneration policy during 2015. Anthony Nightingale, CMG SBS JP Chairman of the Remuneration Committee 8 March 2016 103 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcOur executive remuneration at a glance Our executive remuneration at a glance Our remuneration strategy and principles Our remuneration strategy remains unchanged from that previously approved by shareholders: To attract and retain the high-calibre executives required to lead and develop the Group To reward executives for delivering our business plans and generating sustainable growth and returns for shareholders Reward must be: — Valued by executives; and — Competitive, to engage executives who are in demand in the global talent market, and, if required, support hiring the best external talent. Reward must be: — Determined by delivery of the Group’s annual and longer-term business objectives; — Aligned with shareholder value creation; and — Consistent with the Group’s risk appetite so that the delivery of the business plan can be sustained. Our remuneration architecture Key elements1 Salary Cash bonus Deferred bonus Prudential Long Term Incentive Plan (‘PLTIP’) Financial and personal objectives set with reference to business plans approved by the Board. Stretching IFRS profit ranges set with reference to business plans approved by the Board. TSR vesting schedule relative to insurance peers. Key features of the policy How we implemented the policy 6 1 0 2 7 1 0 2 8 1 0 2 9 1 0 2 0 2 0 2 Broadly aligned with pay review budgets for other employees. — Salary increases of 3% in 20152; and — Salary increases of 1% in 2016. The maximum opportunity is up to 200% of salary. A significant proportion, currently 40%, of bonus is deferred into shares for three years. Award is subject to malus and clawback provisions. Maximum award under the Plan is 550% of salary. Aligned with our long-term business strategy and delivery of shareholder value, vesting is currently subject to: — Relative TSR; and — Group IFRS profit; or — Business unit IFRS profit. Measured over the three financial years from year of award. The Group Chief Executive has a maximum AIP opportunity of 200% of salary. For other executives the maximum is 180% or less. 2015 bonuses were paid based on performance measures related to profit, cash flow and capital adequacy, as well as personal objectives. Clawback provisions allow amounts to be recouped.4 Awards in 2015 were, and awards in 2016 will be, below plan limits: — Group Chief Executive: 400% of salary; — CEO JNL: 460% of salary; and — Other PLTIP awards were 250% of salary. For business unit CEOs, awards vest based on TSR and business unit IFRS profit. For other executives, awards are subject to TSR and Group IFRS profit targets. The Committee keeps the performance conditions under review to ensure that future awards remain aligned with strategy. 4 Share ownership guidelines We have significant share ownership guidelines for all executives3 as follows: — — 350% of salary for the Group Chief Executive; and 200% of salary for other Executive Directors. Key Fixed pay Short-term variable pay Long-term variable pay Share ownership guidelines 104 Notes 1 CEO, JNL also shares in the JNL bonus pool; and CEO, M&G retains separate arrangements. 2 The Chief Executive Officer, Prudential Corporation Asia received an increase of 5 per cent. 3 Progress against the share ownership guidelines is detailed in the 'Statement of directors’ shareholdings' section of the annual report on remuneration. 4 More detail on how we implemented the policy is set out in the annual report on remuneration. Prudential plc Annual Report 2015 www.prudential.co.ukWhat this performance means for Executive Directors’ pay At Prudential, remuneration packages are designed to ensure a strong alignment between pay and performance. As you can see from the charts on page 103, sustained growth across all our key performance metrics has delivered substantial value to our shareholders. This has been reflected in both the annual bonuses paid and the release of long-term incentive awards, as set out in the annual report on remuneration. In particular, the long-term incentives awarded to Executive Directors in 2013 had stretching performance conditions attached to vesting and were denominated in shares or ADRs. The value generated for shareholders through share price growth and dividends paid over the last three years is therefore reflected in the value of the 2015 long-term incentive plan (‘LTIP’) releases. The value of these performance-related elements of remuneration are added to the fixed packages provided to Executive Directors to calculate the 2015 ‘single figure’ of total remuneration. The values for the current Executive Directors who were directors during the year are outlined in the table below: Fixed pay Performance related Executive Director Role 2015 Salary Pension and benefits 2015 Bonus LTIP vesting 2015 ‘Single figure’ 2014 ‘Single Figure’ Group Chief Risk Officer Penny James1 Michael McLintock Chief Executive, M&G Chief Financial Officer Nic Nicandrou Chairman & CEO, NABU3 Barry Stowe Group Chief Executive Mike Wells Tony Wilkey2 Chief Executive, PCA4 £200,000 £394,000 £703,000 £729,000 £942,000 £433,000 £71,000 £169,000 £553,000 £746,000 £1,439,000 £511,000 £318,000 £2,128,000 £1,224,000 £3,281,000 £3,223,000 £748,000 – £999,000 £410,000 £5,729,000 £5,442,000 £2,751,000 £5,623,000 £4,476,000 £1,996,000 £2,072,000 £5,984,000 £6,828,000 £4,427,000 £10,031,000 £12,393,000 – £3,432,000 £1,740,000 Penny James was appointed to the Board on 1 September 2015. The remuneration above was paid in respect of her service as an Executive Director. Notes 1 2 Tony Wilkey was appointed to the Board on 1 June 2015. The remuneration above was paid in respect of his service as an Executive Director. 3 NABU is an abbreviation of North American Business Unit. 4 PCA is an abbreviation of Prudential Corporation Asia. Aligning 2016 pay to performance The Remuneration Committee awarded salary increases to Executive Directors for 2016 of 1 per cent which was below the salary increase budget for the wider workforce. No other changes have been made as we believe remuneration packages remain strongly aligned with performance over both the short and the long term. The resultant remuneration packages for 2016 are set out in detail in the annual report on remuneration and summarised in the table below: Executive Director Role Chief Executive, UK & Europe Group Chief Risk Officer John Foley Penny James Michael McLintock1 Chief Executive, M&G Chief Financial Officer Nic Nicandrou Barry Stowe2 Chairman & CEO, NABU Group Chief Executive Mike Wells Chief Executive, PCA Tony Wilkey 2016 Salary £750,000 £606,000 £398,000 £711,000 US$1,111,000 £1,081,000 HK$8,890,000 Maximum AIP (% salary) Maximum bonus Bonus deferred LTI award (% salary) 180% 160% 600% 175% 160% 200% 180% 40% 40% 40% 40% 40% 40% 40% 250% 250% 450% 250% 460% 400% 250% Notes 1 The bonus opportunity for the Chief Executive, M&G remains the lower of 0.75 per cent of M&G’s IFRS profit or six times salary. He continues to receive awards under the Prudential LTIP and the M&G Executive LTIP, which are both included in the above LTI award. 2 The Chairman & CEO, NABU will also continue to have a 10 per cent share of the Jackson Senior Management Bonus Pool. 40 per cent of this is deferred in shares. 105 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcSummary of Directors’ remuneration policy Summary of Directors’ remuneration policy The Company’s Directors’ remuneration policy was approved by shareholders at the 2014 AGM. This policy came into effect following the AGM on 15 May 2014 and will apply for a period of three years unless shareholders approve a revised policy within that time. The pages that follow present a summary of the remuneration policy. The complete policy can be found on our website at www.prudential.co.uk/site-services/governance-and-policies/directors-remuneration-policy Remuneration for Executive Directors Fixed pay Element Salary Benefits Operation The Committee reviews salaries annually, considering factors such as: — Salary increases for all employees; — The performance and experience of the executive; — Group or business unit financial performance; — Internal relativities; and — Economic factors such as inflation. Market data is also reviewed so that salaries remain a competitive range relative to each Executive Director’s local market. Executive Directors are offered benefits which reflect their individual circumstances and are competitive within their local market, including: — Health and wellness benefits; — Protection and security benefits; — Transport benefits; — Family and education benefits; — All-employee share plans and savings plans; and — Relocation and expatriate benefits. Opportunity Annual salary increases for Executive Directors will normally be in line with the increases for other employees across our business units. However, there is no prescribed maximum annual increase. The maximum paid will be the cost to the Company of providing benefits. The cost of benefits may vary from year to year but the Committee is mindful of achieving the best value from providers. Provision for an income in retirement Current executives have the option to: — Receive payments into a defined contribution scheme; and/or — Take a cash supplement in lieu of contributions. Jackson’s Defined Contribution Retirement Plan has a guaranteed element (6 per cent of pensionable salary) and additional contributions (up to a further 6 per cent of pensionable salary) based on the profitability of JNL. Executive Directors are entitled to receive pension contributions or a cash supplement (or combination of the two) up to a total of 25 per cent of base salary. In addition, the Chief Executive, PCA receives statutory contributions into the Mandatory Provident Fund. 106 Prudential plc Annual Report 2015 www.prudential.co.ukVariable pay Element Operation Annual bonus Currently all Executive Directors participate in the Annual Incentive Plan (AIP). AIP awards for all Executive Directors are subject to the achievement of financial and personal objectives. Business unit chief executives either have measures of their business unit’s financial performance in the AIP or they may participate in a business unit-specific bonus plan. For example, the President and CEO, JNL currently participates in the Jackson Senior Management Bonus Pool as well as in the AIP. The financial measures used for the annual bonus will typically include profit, cash and capital adequacy. Jackson’s profitability and other key financial measures determine the value of the Jackson Senior Management Bonus Pool. In specific circumstances, the Committee also has the power to recover all (or part of) bonuses for a period after they are awarded to executives. These clawback powers apply to the cash and deferred elements of 2015 and subsequent bonuses made in respect of performance in 2015 and subsequent years. Executive Directors are required to defer a percentage (currently 40 per cent) of their total annual bonus into Prudential shares for three years. The release of awards is not subject to any further performance conditions. The Committee has the authority to apply a malus adjustment to all, or a portion of, an outstanding deferred award in specific circumstances. From 2015 and future awards, the Committee also has the power to recover all, or a portion of, amounts already paid in specific circumstances and within a defined timeframe (clawback). Currently all Executive Directors participate in the Prudential Long Term Incentive Plan (‘PLTIP’). The PLTIP has a three-year performance period. Vesting of outstanding awards is dependent on: — Relative TSR (50 per cent of award); and — Group IFRS profit (50 per cent of award); or — Business unit IFRS profit (50 per cent of award). The performance measures attached to each award are dependent on the role of the executive and will be disclosed in the relevant annual report on remuneration. The Chief Executive, M&G’s PLTIP awards are subject only to the TSR performance condition as the IFRS profit of M&G is a performance condition under the M&G Executive LTIP. The Committee has the authority to apply a malus adjustment to all, or a portion of, an outstanding award in specific circumstances. For 2015 and future awards, the Committee also has the power to recover all, or a portion of, amounts already paid in specific circumstances and within a defined timeframe (clawback). The Chief Executive, M&G currently receives awards under this plan. He receives an annual award of phantom shares each with a notional starting share price of £1. The phantom share price at vesting is currently determined by M&G’s profitability, with profit and investment performance adjustments, over the three-year performance period. Awards are settled in cash. The Committee has the authority to apply a malus adjustment to all, or a portion of, an outstanding award in specific circumstances. For 2015 and future awards, the Committee also has the power to recover all, or a portion of, amounts already paid in specific circumstances and within a defined timeframe (clawback). Deferred bonus shares Prudential Long Term Incentive Plan M&G Executive LTIP Opportunity The Chief Executive, M&G has a bonus opportunity of the lower of six times salary or 0.75 per cent of M&G’s IFRS profit. For other Executive Directors, the maximum AIP opportunity is up to 200 per cent of salary. Annual awards are disclosed in the relevant annual report on remuneration. In addition to the AIP, the President & CEO, JNL receives a 10 per cent share of the Jackson Senior Management Bonus Pool. The maximum vesting under this arrangement is 100 per cent of the original deferral plus accrued dividend shares. The value of shares awarded under the PLTIP (in any given financial year) may not exceed 550 per cent of the executive’s annual basic salary. Awards made in a particular year are usually significantly below this limit and are disclosed in the relevant annual report on remuneration. The Committee would consult with major shareholders before increasing award levels during the life of this policy. The maximum vesting under the PLTIP is 100 per cent of the original share award plus accrued dividend shares. The Chief Executive, M&G receives an award with an initial value of 300 per cent of salary under this plan. Maximum vesting is 100 per cent of the number of phantom shares originally awarded. 107 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcSummary of Directors’ remuneration policy continued Share ownership guidelines The guidelines for share ownership are as follows: — 350 per cent of salary for the Group Chief Executive; and — 200 per cent of salary for other Executive Directors. Executives have five years from the implementation of these increased guidelines (or from the date of their appointment, if later) to build this level of ownership. The full policy sets out the Committee’s powers in respect of Executive Directors joining or leaving the Board, where a change in performance conditions is appropriate or in the case of corporate transactions (such as a takeover, merger or Rights Issue). The policy also describes legacy long-term incentive plans under which some Executive Directors continue to hold awards. Remuneration for Non-executive Directors and the Chairman Non-executive Directors Fees All Non-executive Directors receive a basic fee for their duties as a Board member. Additional fees are paid for added responsibilities such as chairmanship and membership of committees or acting as the Senior Independent Director. Fees are paid to Non-executives in cash. Fees are reviewed annually by the Board with any changes effective from 1 July. If, in a particular year, the number of meetings is materially greater than usual, the Company may determine that the provision of additional fees is fair and reasonable. Non-executive Chairman Fees The Chairman receives an annual fee for the performance of the role. On appointment, the fee may be fixed for a specified period of time. Fees will otherwise be reviewed annually with any changes effective from 1 July. The Chairman is not eligible to participate in annual bonus plans or long-term incentive plans. Benefits Share ownership guidelines Travel and expenses for Non-executive Directors are incurred in the normal course of business, for example in relation to attendance at Board and committee meetings. The costs associated with these are all met by the Company. It is expected that Non-executive Directors will hold shares with a value equivalent to one times the annual basic fee (excluding additional fees for chairmanship and membership of any committees). Non-executive Directors are expected to attain this level of share ownership within three years of their appointment. Share ownership guidelines The Chairman has a share ownership guideline of one times his annual fee and is expected to attain this level of share ownership within five years of the date of his appointment. Benefits The Chairman may be offered benefits including: — Health and wellness benefits; — Protection and security benefits; — Transport benefits; and — Relocation and expatriate benefits (where appropriate). The Chairman is not eligible to receive a pension allowance or to participate in the Group’s employee pension schemes. In setting the Directors’ remuneration policy, the Committee considers a range of factors including: Conditions elsewhere in the Group Across the Group, remuneration is reviewed regularly with the intention that all employees are paid appropriately in the context of their local market and given their individual skills, experience and performance. Each business unit’s salary increase budget is set with reference to local market conditions. The Remuneration Committee considers salary increase budgets in each business unit when determining the salaries of Executive Directors. Prudential does not consult with employees when setting the Directors’ remuneration policy. Prudential is a global organisation with employees, and agents in multiple business units and geographies. As such, there are practical challenges associated with consulting with employees directly on this matter. As many employees are also shareholders, they are able to participate in binding votes on the Directors’ remuneration policy and annual votes on the annual report on remuneration. Shareholder views The Remuneration Committee and the Company undertake regular consultation with key institutional investors on the remuneration policy and its implementation. This engagement is led by the Remuneration Committee Chairman and is an integral part of the Company’s investor relations programme. The Committee is grateful to shareholders for their feedback and takes this into account when determining executive remuneration. 108 Prudential plc Annual Report 2015 www.prudential.co.ukAnnual report on remuneration Annual report on remuneration The Board has established Audit, Remuneration, Nomination and Risk Committees as principal standing Committees of the Board. These Committees form a key element of the Group governance framework. The operation of the Remuneration Committee Members Anthony Nightingale (Chairman from 14 May 2015, member since 1 June 2013) Kai Nargolwala Philip Remnant Lord Turnbull (Chairman and member until 14 May 2015) Role and responsibility The role and responsibilities of the Committee are set out in its terms of reference, which are reviewed by the Committee and approved by the Board on an annual basis, and which can be found on the Company’s website. The Committee’s role is to assist the Board in meeting its responsibilities regarding the determination, implementation and operation of the overall remuneration policy for the Group, including the remuneration of the Chairman and Executive Directors, as well as overseeing the remuneration arrangements of other staff within its purview. The principal responsibilities of the Committee are: — Determining and recommending to the Board for approval, the framework and policy for the remuneration of the Chairman and Executive Directors; — Approving the design of performance-related pay schemes operated for the Executive Directors and determining the targets and individual payouts under such schemes; — Reviewing the design and development of all share plans requiring approval by the Board and/or the Company’s shareholders; — Approving the share ownership guidelines for the Chairman and Executive Directors and monitoring compliance; — Reviewing and approving individual packages for the Executive Directors and the fees of the Chairman and other independent chairs of the Group’s material subsidiaries; — Reviewing and approving packages to be offered to newly recruited Executive Directors; — Reviewing and approving the structure and quantum of any severance package for Executive Directors; — Ensuring the process for establishing remuneration policy is transparent and consistent with the Group’s risk appetite, encourages strong risk-management and solvency-management practices and takes account of remuneration practices across the Group; — Monitoring the remuneration and risk-management implications of remuneration of senior executives across the Group, senior staff in the risk, control and governance functions, and those with an opportunity to earn in excess of £1 million in a particular year; and — Overseeing the implementation of the Group remuneration policy for those roles within scope of the specific arrangements referred to in Article 275 of Solvency II. The effectiveness of the Committee was assessed as part of the overall performance evaluation of the Board. This assessment confirmed that the Committee continued to operate effectively during the year. More information on the Board evaluation can be found on page 80. 109 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued In 2015, the Committee met seven times. Key activities at each meeting are shown in the table below: Meeting Key activities February 2015 Approve the 2014 Directors’ remuneration report; consider 2014 bonus awards for Executive Directors; consider vesting of the long-term incentive awards with a performance period ending on 31 December 2014; approve 2015 long-term incentive awards, performance measures and plan documentation; and approve the introduction of clawback provisions. March 2015 Confirm 2014 annual bonuses and the vesting of long-term incentive awards with a performance period ending on 31 December 2014, in light of audited financial results. May 2015 Approve separation arrangements for executives who were stepping down from the Board. June 2015 Consider performance for outstanding long-term incentive awards, based on the half-year results; review the remuneration of senior executives across the Group, senior risk staff and of employees with a remuneration opportunity over £1 million per annum; review the application of the loss-of-office policy; and consider and review progress towards share ownership guidelines by the Chairman, Executive Directors and Group Executive Committee members. September 2015 Review the dilution levels resulting from the Company’s share plans; review total proposed 2016 remuneration of Executive Directors ahead of consultation with shareholders; and review the Remuneration Committee’s terms of reference. December 2015 (two meetings) Review the level of participation in the Company’s all-employee share plans; consider feedback received from shareholders about executive remuneration in 2016; approve new and existing Executive Directors’ 2016 salaries and incentive opportunities; consider the annual bonus and long-term incentive measures and targets to be used in 2016 (including Ecap surplus and Solvency II surplus metrics and targets to be used for 2016 bonuses); review an initial draft of the 2015 Directors’ remuneration report; approve the implementation of the remuneration requirements of Solvency II; and approve the Committee’s 2016 work plan. Additionally, a number of resolutions in writing were approved by the Committee between these meetings relating to new and promoted Executive Directors’ remuneration arrangements and separation arrangements for those Executive Directors who stepped down from the Board. The Chairman and the Group Chief Executive attend meetings by invitation. The Committee also had the benefit of advice from: — Group Chief Risk Officer; — Chief Financial Officer; — Group Human Resources Director; and — Director of Group Reward and Employee Relations. Individuals are never present when their own remuneration is discussed and the Committee is always careful to manage potential conflicts of interest when receiving views from Executive Directors or senior management about executive remuneration proposals. During 2015, Deloitte LLP was the independent adviser to the Committee. Deloitte was appointed by the Committee in 2011 following a competitive tender process. As part of this process, the Committee considered the services that Deloitte provided to Prudential and its competitors as well as other potential conflicts of interests. Deloitte is a member of the Remuneration Consultants’ Group and voluntarily operate under their code of conduct when providing advice on executive remuneration in the UK. Deloitte regularly meet with the Chairman of the Committee without management present. The Committee is comfortable that the Deloitte engagement partner and team providing remuneration advice to the Committee do not have connections with Prudential that may impair their independence and objectivity. The total fees paid to Deloitte for the provision of independent advice to the Committee in 2015 were £77,700 charged on a time and materials basis. During 2015, Deloitte also gave Prudential management advice on remuneration, as well as providing guidance on Solvency II, taxation, internal audit, real estate and other financial, risk and regulatory matters. Remuneration advice is provided by an entirely separate team within Deloitte. In addition, management received external advice and data from a number of other providers. This included market data and legal counsel. This advice, and these services, are not considered to be material. During the year, the Company has complied with the appropriate provisions of the UK Corporate Governance Code regarding directors’ remuneration. 110 Prudential plc Annual Report 2015 www.prudential.co.ukRemuneration in respect of performance in 2015 Base salary Executive Directors’ salaries were reviewed in 2014 with changes effective from 1 January 2015. When the Committee took these decisions it considered: — The salary increases awarded to other employees; — The performance and experience of each executive; — The relative size of each director’s role; and — The performance of the Group. Salary increases for the wider workforce vary across our business units, reflecting local market conditions; in 2015 salary budgets increased between 2.5 per cent and 5 per cent for the wider workforce. To provide context for this review, information was also drawn from the following market reference points: Executive Role Benchmark(s) used to assess remuneration Pierre-Olivier Bouée Group Chief Risk Officer FTSE 40 Jackie Hunt Chief Executive, UK & Europe Michael McLintock Chief Executive, M&G Nic Nicandrou Chief Financial Officer FTSE 40 International Insurance Companies McLagan UK Investment Management Survey International Insurance Companies FTSE 40 International Insurance Companies Barry Stowe Chief Executive, PCA Towers Watson Asian Insurance Survey Tidjane Thiam Group Chief Executive Mike Wells President & CEO, JNL FTSE 40 International Insurance Companies Towers Watson US Financial Services Survey LOMA US Insurance Survey As reported in last year’s report, after careful consideration the Committee decided to increase salaries by 3 per cent for all Executive Directors, other than the Chief Executive, Prudential Corporation Asia, whose salary was increased by 5 per cent to reflect the inflationary environment in Asia. The Committee also approved changes to 2015 incentive opportunities for two Executive Directors: the Chief Executive, Prudential Corporation Asia’s maximum AIP and LTIP awards were increased to 180 per cent and 250 per cent of salary, respectively. This reflects the importance of Prudential Corporation Asia’s strategic initiatives which are crucial to the achievement of Group-wide objectives. The Chief Executive, Prudential UK & Europe’s maximum AIP and LTIP awards were increased to 175 per cent and 250 per cent of salary, respectively. This reflects the fact that the scope of the incumbent’s role had increased due to the Group’s expansion into Africa. Additionally, this reflects the ambition of the UK & Europe business as it relates to the Group’s growth and cash ambitions. Executive Pierre-Olivier Bouée Jackie Hunt Michael McLintock Nic Nicandrou Barry Stowe1 Tidjane Thiam Mike Wells2 2014 salary £630,000 £644,000 £382,000 £682,000 2015 salary £649,000 £664,000 £394,000 £703,000 HK$8,490,000 HK$8,920,000 £1,061,000 £1,093,000 US$1,114,000 US$1,148,000 Notes 1 2 Mike Wells was appointed Group Chief Executive on 1 June 2015. The annualised 2015 salary above was paid in respect of his service as President & CEO, JNL. Barry Stowe was appointed Chairman & CEO, NABU on 1 June 2015. The annualised 2015 salary above was paid in respect of his service as Chief Executive, PCA. Penny James was appointed to the Board as Group Chief Risk Officer on 1 September 2015 with a salary of £600,000 and Tony Wilkey was appointed to the Board as Chief Executive, Prudential Corporation Asia on 1 June 2015 with a salary of HK$8,800,000. On his promotion to Group Chief Executive on 1 June 2015, Mike Wells’s salary was £1,070,000 and on appointment as Chairman & CEO, NABU, on 1 June 2015, Barry Stowe’s salary was US$1,100,000. 111 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Annual bonus 2015 annual bonus opportunities Executive Directors’ bonus opportunities, the weighting of performance measures for 2015 and the proportion of annual bonuses deferred are set out below: Executive Pierre-Olivier Bouée1 Jackie Hunt2 Penny James3 Michael McLintock4 Nic Nicandrou Barry Stowe5 Tidjane Thiam6 Mike Wells7 Tony Wilkey8 Maximum AIP opportunity Weighting of measures Financial measures (% of salary) Deferral requirement Group Business unit 160% 40% of total bonus 175% 40% of total bonus 160% 40% of total bonus 600% 40% of total bonus 175% 40% of total bonus 160% 40% of total bonus 200% 40% of total bonus 200% 40% of total bonus 180% 40% of total bonus 50% 20% 50% 20% 80% 80% 80% 80% 20% – 60% – 60% – – – – 60% Personal objectives 50% 20% 50% 20% 20% 20% 20% 20% 20% Notes 1 2 Pierre-Olivier Bouée stepped down from the Board on 31 May 2015. The maximum bonus opportunity shown represents his annual opportunity as an Executive Director but no bonus was paid. Jackie Hunt stepped down from the Board on 3 November 2015. The maximum bonus opportunity shown represents her annual opportunity as an Executive Director. 3 Penny James was appointed to the Board on 1 September 2015. The maximum bonus opportunity shown represents her annual opportunity as an Executive Director – this was pro-rated for the portion of the year for which she was an Executive Director. 4 Michael McLintock’s annual bonus opportunity in 2015 was the lower of 0.75 per cent of M&G’s IFRS profit and six times annual salary. M&G’s IFRS profit in 2015 was £473.2 million. 5 Barry Stowe was Chief Executive, PCA until 31 May 2015 and was appointed Chairman & CEO, NABU on 1 June 2015. The maximum opportunity shown represents his annual opportunity in his current role – this was pro-rated for the portion of the year he was in this role and he also receives a pro-rated AIP in respect of the portion of the year he was Chief Executive, PCA. In addition to the AIP, he receives 10 per cent share of the Jackson Senior Management Bonus Pool pro-rated for the period he was in his current role. This is determined by the financial performance of Jackson. 6 Tidjane Thiam stepped down from the Board on 31 May 2015. The maximum bonus opportunity shown represents his annual opportunity as an Executive Director – this was pro-rated for the portion of the year for which he was an Executive Director. 7 Mike Wells was President & CEO, Jackson until 31 May 2015 and was appointed Group Chief Executive on 1 June 2015. The maximum opportunity shown represents his annual opportunity in his current role – this was pro-rated for the portion of the year he was in this role and he also receives a pro-rated AIP in respect of the portion of the year he was President & CEO, Jackson. In addition to the AIP, he received 10 per cent share of the Jackson Senior Management Bonus Pool pro-rated for the period he was in that role. This is determined by the financial performance of Jackson. 8 Tony Wilkey was appointed to the Board on 1 June 2015. The maximum bonus opportunity shown represents his annual opportunity as an Executive Director – this was pro-rated for the portion of the year for which he was an Executive Director. 2015 AIP performance measures and achievement Financial performance The financial performance measures set for 2015 are shown below. Prior to the start of the year, the Committee set stretching performance ranges for each of these measures in line with the Group’s business plan targets. The Committee reviewed performance against these ranges at its meeting in February 2016; in all of our bonus performance metrics, other than the new measure of ECap surplus, the Group’s 2015 results exceeded its stretch plan targets. The Committee also considered a report from the Group Chief Risk Officer which confirmed that these results were achieved within the Group’s and business units’ risk appetite and framework. The Group Chief Risk Officer also considered the effectiveness of risk management and internal controls, and specific actions taken to mitigate risks, particularly where these may be at the expense of profits or sales. The Group Chief Risk Officer’s recommendations were taken into account by the Committee when determining AIP outcomes for Executive Directors. The performance measures, their weightings and the achievement compared to the performance range, is illustrated below. The performance range (the levels of performance required for threshold and maximum bonuses to be paid) for the 2015 Group financial measures will be disclosed in the 2016 report. Measure Cash flow Operating free surplus IGD surplus ECap surplus NBP EEV profit In-force EEV profit IFRS profit Weighting Threshold 0% vesting Midpoint 50% vesting Maximum 100% vesting Above maximum 100% vesting 10% 25% 10% 5% 5% 10% 35% Group Prudential Corporation Asia UK & Europe M&G 112 Prudential plc Annual Report 2015 www.prudential.co.ukPersonal performance As set out in the Directors' remuneration policy, a proportion of the annual bonus for each Executive Director is based on the achievement of personal objectives. These objectives include the executive’s contribution to Group strategy as a member of the Board and specific goals related to their functional and/or business unit role. Performance against these objectives was assessed by the Committee at its meeting in February 2016. 2015 Annual Incentive Plan payments On the basis of the strong performance of the Group and its business units, and the Committee’s assessment of each executive’s personal performance, the Committee determined the following 2015 AIP payments: Executive Role Pierre-Olivier Bouée1 Jackie Hunt2 Penny James Michael McLintock Nic Nicandrou Barry Stowe Tidjane Thiam3 Mike Wells Tony Wilkey Group Chief Risk Officer Chief Executive, UK & Europe Group Chief Risk Officer Chief Executive, M&G Chief Financial Officer Chairman & CEO, NABU Chief Executive, PCA Group Chief Executive Group Chief Executive President & CEO, JNL Chief Executive, PCA 2015 salary* £649,000 £664,000 £600,000 £394,000 £703,000 US$1,100,000 HK$8,920,000 £1,093,000 £1,070,000 US$1,148,000 HK$8,800,000 * At 31 December 2015 or stepping down from the Board if earlier. Maximum 2015 AIP 2015 AIP payment (percentage of maximum) 160% 175% 160% 600% 175% 160% 180% 200% 200% 160% 180% 0% 89.4% 99.3% 90.0% 99.5% 99.5% 95.9% 77.3% 99.7% 99.7% 95.9% 2015 AIP payment £nil £1,039,160 £317,740 £2,127,600 £1,223,782 US$1,021,277 HK$6,413,852 £703,857 £1,244,214 US$762,846 HK$8,858,593 Notes 1 2 Pierre-Olivier Bouée stepped down from the Board on 31 May 2015 and no bonus was paid. Jackie Hunt stepped down from the Board on 3 November 2015. The bonus shown above was paid in respect of her service as an Executive Director. Please see the ‘Payments to past directors’ section for details. 3 Tidjane Thiam stepped down from the Board on 31 May 2015. The bonus shown above was paid in respect of his service as an Executive Director. Please see the ‘Payments to past directors’ section for details. 4 Where individuals joined the Board during the year, or their roles changed during the year, the bonus paid reflected the time they spent as Executive Directors in their respective roles. 2015 Jackson bonus pool In 2015, the Jackson bonus pool was determined by Jackson’s profitability, capital adequacy, remittances to Group, in-force experience, ECap solvency ratio and credit rating. Across all of these measures Jackson delivered strong performance and exceeded prior year performance. As a result of this performance the Committee determined that Mike Wells’s share of the bonus pool would be US$2,261,250 and Barry Stowe’s share of the bonus pool would be US$3,165,750. Disclosure of targets and achievement for the 2014 Annual Incentive Plan The Group’s financial performance range and the results achieved in respect of the 2014 Annual Incentive Plan are disclosed below. The Board believe that, due to the commercial sensitivity of the business unit targets, disclosing further details of these targets may damage the competitive position of the Group. Targets and achievement for the 2014 Annual Incentive Plan Measure Weighting Threshold Maximum Achievement Group cash flow Operating free surplus Group IGD surplus 15% 20% 15% Post-tax NBP EEV profit 5% Post-tax In-force EEV profit 10% Group IFRS profit 35% Overall Group bonus score 100% 0 2,108 3,508 1,769 1,244 2,619 128 2,448 4,508 2,044 1,519 2,969 2,579 4,715 2,126 3,186 1,970 234 Payout as % of maximum 100% 100% 100% 100% 100% 100% 113 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Remuneration in respect of performance in 2015 Long-term incentive plans with performance periods ending on 31 December 2015 Our long-term incentive plans have stretching performance conditions which are aligned to the strategic priorities of the Group. In deciding the portion of the awards to be released, the Committee considered actual financial results against these performance targets. The Committee also reviewed underlying Company performance to ensure vesting levels were appropriate. The Directors' remuneration policy contains further details of the design of Prudential’s long-term incentive plans. Prudential Long-Term Incentive Plan (PLTIP) and Group Performance Share Plan (GPSP) In 2013, all Executive Directors were made awards under the PLTIP or GPSP. The awards were subject to challenging targets. The weightings of these measures are detailed in the table below: Executive Michael McLintock Jackie Hunt Barry Stowe Mike Wells All other Executive Directors Weighting of measures Group TSR1 IFRS profit (Group or business unit)2 100% 50% 50% 50% 50% – 50% (business unit target) 50% (business unit target) 50% (business unit target) 50% (Group) Notes 1 Group TSR is measured on a ranked basis over three years relative to peers. 2 IFRS profit is measured on a cumulative basis over three years. Under the Group TSR measure, 25 per cent of the award vests for TSR at the median of the peer group increasing to full vesting for performance within the upper quartile. The peer group for the awards is: Aegon Allianz Legal & General Old Mutual Swiss Re Aflac Aviva Manulife Prudential Financial Zurich Insurance Group AIA AXA MetLife Standard Life AIG Generali Munich Re Sun Life Financial Prudential’s TSR performance during the performance period (1 January 2013 to 31 December 2015) was in the upper quartile of the peer group above (ranked 5). The portion of the awards related to TSR therefore vested in full. Under the IFRS measure, 25 per cent of the award vests for meeting the threshold IFRS profit set at the start of the performance period increasing to full vesting for performance at or above the stretch level. The table below illustrates the cumulative performance achieved over 2013 to 2015 compared to the Group targets set in 2013: Group IFRS operating profit Cumulative target (2013-15) Cumulative achievement (2013-15) £8,329 million £10,147 million Overall vesting 100% The Committee determined that the cumulative IFRS operating profit target established for the PLTIP should be expressed using exchange rates consistent with our reported disclosures. All the individual business units exceeded their stretch performance target and achieved 100 per cent vesting, other than Asia which exceeded plan performance, but not stretch performance, and therefore vested at 95 per cent. The individual business unit IFRS targets have not been disclosed as the Committee considers that these are commercially sensitive and disclosure of targets at such a granular level would put the Company at a disadvantage compared to its competitors. The Committee will keep this disclosure policy under review based on whether, in its view, disclosure would compromise the Company’s competitive position. M&G Executive Long-Term Incentive Plan The phantom share price at vesting for the 2013 M&G Executive Long-Term Incentive Plan award is determined by the increase or decrease in M&G’s profitability over the three-year performance period with adjustments for the investment performance of its funds. M&G performance and the resulting phantom share price for Michael McLintock are shown below: Award 2013 M&G Executive LTIP 3-year profit growth of M&G 3-year investment performance 2015 phantom share price Value of awards vesting 36% 2nd quartile £1.79 £1,991,196 114 Prudential plc Annual Report 2015 www.prudential.co.ukPrudential Corporation Asia Long-Term Incentive Plan Tony Wilkey received awards under the Prudential Corporation Asia Long-Term Incentive Plan before he was appointed to the Board, which vested during 2015. The Prudential Corporation Asia Long-Term Incentive Plan does not have performance conditions. 2015 LTIP vesting On the basis of the performance of the Group and its business units, and the Committee’s assessment that the awards should vest, the vesting of each executive’s LTIP awards are set out below. Executive Pierre-Olivier Bouée2 Jackie Hunt2 Penny James Michael McLintock3 Nic Nicandrou Barry Stowe Tidjane Thiam2 Mike Wells Tony Wilkey4 Maximum value of award at full vesting1 Percentage of the LTIP award vesting Number of shares vesting5 Value of shares vesting1 £500,638 £1,922,024 £409,994 £760,158 £1,995,522 £2,124,954 £5,552,986 £4,426,975 £1,750,647 69.4% 100% 100% 100% 100% 97.5% 66.7% 100% 97.5%/100% 22,993 127,118 27,116 50,275 131,979 68,952 244,840 147,335 118,132 £347,654 £1,922,024 £409,994 £760,158 £1,995,522 £2,071,801 £3,701,981 £4,426,975 £1,740,350 Notes 1 Other than for Tony Wilkey’s award which vested on 14 September 2015, the share price used to calculate the value of the LTIP awards which vest in 2016 was the average share price/ADR price for the three months up to 31 December 2015, being £15.12/£30.05. 2 Pierre-Olivier Bouée, Jackie Hunt and Tidjane Thiam left the Board during 2015. For details of arrangements in respect of their long-term incentive awards, please see the ‘Payments to Past Directors’ section. 3 This does not include the vesting of Michael McLintock’s M&G Executive Long-Term Incentive Plan award. 4 Tony Wilkey’s awards include an award which vested on 14 September 2015 (the share price on that date was £13.85) in addition to the awards which vest in 2016. 5 The number of shares vesting include accrued dividend shares. Malus and clawback policy During the year the Committee adopted a clawback policy that applies to Executive Directors and members of the GEC. A summary of both this policy and the malus policy is set out below. Malus (applies in respect of any annual bonus or long-term incentive award). Allows unvested shares awarded under deferred bonus and LTIP plans to be forfeited in certain circumstances. Clawback (applies in respect of any annual bonuses paid in respect of performance in 2015 and subsequent years, and the deferred portions of these bonuses. Also applies to long-term incentive awards made on or after 1 January 2015). Allows cash and share awards to be recovered before or after release in certain circumstances. Circumstances when the Committee may exercise its discretion to apply malus or clawback to an award Where a business decision taken during the performance period by the participant’s business unit at the time of the decision has resulted in a material breach of any law, regulation, code of practice or other instrument which applies to companies or individuals within the business unit. There is a materially adverse restatement of the accounts for any year during the performance period of (i) the business unit in which the participant worked at any time in that year; and/or (ii) any member of the Group which is attributable to incorrect information about the affairs of that business unit. Any matter arises which the Committee believes affects or may affect the reputation of the Company or any member of the Group. Where at any time before the fifth anniversary of the start of the performance period, either (i) there is a materially adverse restatement of the Company’s published accounts in respect of any financial year which (in whole or part) comprised part of the performance period; or (ii) it becomes apparent that a material breach of a law or regulation took place during the performance period which resulted in significant harm to the Company or its reputation. And the Committee considers it appropriate, taking account of the extent of the participants’ responsibility for the relevant restatement or breach, that clawback be applied to the relevant participant. 115 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Pension entitlements Pension provisions in 2015 were: Executive Barry Stowe Tony Wilkey Mike Wells All other UK-based executives 2015 pension arrangement As Chief Executive, PCA: pension supplement in lieu of pension of 25 per cent of salary and a HK$15,000 payment to the Hong Kong Mandatory Provident Fund. As Chairman & CEO, NABU: pension supplement of 25 per cent of salary, part of which is paid as a contribution to an approved US retirement plan. Life assurance provision As Chief Executive, PCA, four times salary. As Chairman & CEO, NABU, two times salary. Pension supplement in lieu of pension of 25 per cent of salary and a HK$10,500 payment to the Hong Kong Mandatory Provident Fund. Four times salary. Mike Wells did not qualify for matching contributions when he was Chairman & Chief Executive, Jackson, as he was not in that role for the qualifying period during 2015. As Group Chief Executive, four times salary plus a dependants’ pension. As Group Chief Executive: pension supplement in lieu of pension of 25 per cent of salary. Pension supplement in lieu of pension of 25 per cent of salary. Up to four times salary plus a dependants’ pension. Michael McLintock previously participated in a contributory defined benefit scheme which was open at the time he joined the Company. The scheme provided a target pension of two thirds of final pensionable earnings on retirement for an employee with 30 years or more potential service who remained in service to Normal Retirement Date. He is now a deferred member of the scheme. Mr McLintock’s Normal Retirement Date under the scheme is age 60, should he claim his deferred pension before this age it will be subject to an actuarial reduction. There are no additional benefits payable should Mr McLintock retire early. At the end of 2015 the transfer value of this entitlement was £1,462,621. This equates to an annual pension of £59,686 which will increase broadly in line with inflation in the period before Mr McLintock’s retirement. 116 Prudential plc Annual Report 2015 www.prudential.co.ukTable of 2015 Executive Director total remuneration ‘The Single Figure’ £000s Pierre-Olivier Bouée1 Jackie Hunt2 Penny James3 Michael McLintock Nic Nicandrou4 Barry Stowe5 Tidjane Thiam6 Mike Wells7 Tony Wilkey8 Total 2015 salary 2015 taxable benefits* 270 557 200 394 703 729 455 942 433 38 76 21 71 377 558 44 1,283 402 2015 total bonus – 1,039 318 2,128 1,224 3,281 704 3,223 748 Of which: Amount deferred into Prudential shares† – 416 127 851 490 1,312 282 1,289 299 Amount paid in cash – 623 191 1,277 734 1,969 422 1,934 449 2015 LTIP releases‡ 2015 pension benefits§ Total 2015 remuneration ‘The Single Figure’¶ 348 1,922 410 2,751 1,996 2,072 3,702 4,427 1,740 68 139 50 98 176 188 114 156 109 724 3,733 999 5,442 4,476 6,828 5,019 10,031 3,432 4,683 2,870 12,665 7,599 5,066 19,368 1,098 40,684 * Benefits include (where provided) the cost of providing the use of a car and driver, medical insurance, security arrangements and relocation/expatriate benefits. † The deferred part of the bonus is subject to malus and clawback in accordance with the Malus and Clawback policies. ‡ In line with the regulations, the estimated value of LTIP releases in 2016 has been calculated based on the average share/ADR price over the last three months of 2015 (£15.12/£30.05). The actual value of LTIPs, based on the share price on the date awards are released, will be shown in the 2016 report. § 2015 pension benefits include cash supplements for pension purposes and contributions into DC schemes as outlined on the previous page. ¶ Each remuneration element is rounded to the nearest £1,000 and totals are the sum of these rounded figures. Total remuneration is calculated using the methodology prescribed by Schedule 8 of the Companies Act. Notes Pierre-Olivier Bouée stepped down from the Board on 31 May 2015. The remuneration above was paid in respect of his service as an Executive Director. 1 2 Jackie Hunt stepped down from the Board on 3 November 2015. The remuneration shown above was paid in respect of her service as an Executive Director. 3 Penny James was appointed to the Board on 1 September 2015. The remuneration above was paid in respect of her service as an Executive Director, other than the LTIP releases which related to her previous role. 4 Nic Nicandrou’s 2015 benefits relate primarily to a legacy relocation clause in his contract agreed on his appointment and disclosed in the 2009 Annual Report. The figure includes costs of £243,750 to cover stamp duty. 5 Barry Stowe’s 2015 benefits relate primarily to his expatriate status while he was located in Hong Kong in his previous role as Chief Executive, PCA, including costs of £139,405 for housing, £62,586 home leave and a £152,978 Executive Director Location Allowance. In addition, to facilitate his move back to the US, his benefits include relocation support including costs of £110,101 for relocation, shipping and tax return preparation. His bonus figure excludes a contribution of £10,404 from a profit sharing plan which has been made into a 401(k) retirement plan in respect of his role as Chairman & CEO, NABU. This is included under 2015 pension benefits. 6 Tidjane Thiam stepped down from the Board on 31 May 2015. The remuneration shown above was paid in respect of his service as an Executive Director. 7 To facilitate his move to the UK, Mike Wells’s benefits include relocation support including an allowance of £200,000 for relocation and shipping, £177,890 for temporary accommodation, £513,750 to cover stamp duty and £56,604 to cover mortgage interest. 8 Tony Wilkey was appointed to the Board on 1 June 2015. The remuneration above was paid in respect of his service as an Executive Director, other than the LTIP releases which related to his previous role. Tony Wilkey’s 2015 benefits include costs of £140,134 for housing and a £214,169 Executive Director Location Allowance. Table of 2014 Executive Director total remuneration ‘The Single Figure’ Of which: £000s Pierre-Olivier Bouée1 John Foley2 Jackie Hunt Michael McLintock Nic Nicandrou Barry Stowe3 Tidjane Thiam Mike Wells4 Total 2014 salary 473 162 644 382 682 665 1,061 676 4,745 2014 taxable benefits* 75 24 163 94 96 710 132 58 2014 total bonus† 752 255 1,016 2,292 1,186 1,046 2,122 4,348 1,352 13,017 Amount paid in cash 451 153 610 1,375 712 628 1,273 2,609 7,811 Amount deferred into Prudential shares† 301 102 406 917 474 418 849 1,739 2014 LTIP releases‡ 2014 pension benefits§ Total 2014 remuneration ‘The Single Figure’¶ 886 3,740 1,687 2,865 3,488 3,394 9,838 7,292 118 41 161 96 171 169 265 19 2,304 4,222 3,671 5,729 5,623 5,984 13,418 12,393 53,344 5,206 33,190 1,040 * Benefits include (where provided) the cost of providing the use of a car and driver, medical insurance, security arrangements and relocation/expatriate benefits. † The deferred part of the bonus is subject to malus in accordance with the Malus and Clawback policies. ‡ In line with the regulations, the value of the LTIP releases has been recalculated based on the closing share/ADR price on the date awards were released, 30 March 2015 (£16.97/£33.09). The value also includes the cash payment relating to the final dividend declared in March 2015, approved at the AGM and paid after the vesting date. § 2014 pension benefits include cash supplements for pension purposes and contributions into DC schemes. ¶ Each remuneration element is rounded to the nearest £1,000 and totals are the sum of these rounded figures. Total remuneration is calculated using the methodology prescribed by Schedule 8 of the Companies Act. Notes 1 2 3 Barry Stowe’s 2014 benefits relate primarily to his expatriate status, including costs of £217,393 for housing, £18,272 for children’s education, £76,319 for home leave Pierre-Olivier Bouée was appointed to the Board on 1 April 2014. The remuneration above was paid in respect of his service as an Executive Director. John Foley stepped down from the Board on 1 April 2014. The remuneration above was paid in respect of his service as an Executive Director. and a £340,473 Executive Director Location Allowance. 4 Mike Wells’s bonus figure excludes a contribution of £9,469 from a profit sharing plan which has been made into a 401(k) retirement plan. This is included under 2014 pension benefits. 117 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Performance graph and table The chart below illustrates the TSR performance of Prudential, the FTSE 100 and the peer group of international insurers used to benchmark the Company’s performance for the purposes of the PLTIP. Prudential TSR v FTSE 100 and peer group averages – total return, per cent over seven years to 31 December 2015 £600 £500 £400 £300 £200 £547 £242 £191 £100 Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012 Dec 2013 Dec 2014 Dec 2015 Prudential FTSE 100 Peer group average Note The peer group average represents the average TSR performance of the peer group currently used for PLTIP awards (excluding companies not listed at the start of the period). The information in the table below shows the total remuneration for the Group Chief Executive over the same period: £000 2009 2009 2010 2011 2012 2013 2014 2015 2015 Group Chief Executive Salary, pension and benefits Annual bonus payment (As % of maximum) LTIP vesting (As % of maximum) Other payments M Tucker 1,013 841 (92%) 1,575 (100%) 308 T Thiam 286 354 (90%) – – – T Thiam 1,189 1,570 (97%) 2,534 (100%) – T Thiam 1,241 1,570 (97%) 2,528 (100%) – T Thiam 1,373 2,000 (100%) 6,160 (100%) – T Thiam 1,411 2,056 (99.8%) 5,235 (100%) – T Thiam 1,458 2,122 (100%) 9,838 (100%) – T Thiam M Wells 1,992 1,244 (99.7%) 4,427 (100%) – 613 704 (77.3%) 3,702 (100%) – Group Chief Executive Single Figure of total remuneration 3,737 640 5,293 5,339 9,533 8,702 13,418 5,019 7,663 Notes 1 Mark Tucker left the Company on 30 September 2009. Tidjane Thiam became Group Chief Executive on 1 October 2009. The figures shown for Tidjane Thiam’s remuneration in 2009 relate only to his service as Group Chief Executive. 2 Tidjane Thiam left the Company on 31 May 2015. Mike Wells became Group Chief Executive on 1 June 2015. The figures shown for Mike Wells’s remuneration in 2015 relate only to his service as Group Chief Executive. Percentage change in remuneration The table below sets out how the change in remuneration for the Group Chief Executive between 2014 and 2015 compared to a wider employee comparator group: Group Chief Executive All UK employees Salary 1.75% 3.3% Benefits 824.6% 17.1% Bonus (8.2)% 10% The employee comparator group used for the purpose of this analysis is all UK employees. This includes employees in the UK Insurance Operations business, M&G and Group Head Office, and reflects the average change in pay for employees employed in both 2014 and 2015. The salary increase includes uplifts made through the annual salary review as well as any additional changes in the year, for example to reflect promotions or role changes. The UK workforce has been chosen as the most appropriate comparator group as it reflects the economic environment for the location in which the Group Chief Executive is employed. The Group Chief Executive’s salary, benefits and bonus percentage change has been calculated by taking the amounts received by both Tidjane Thiam and Mike Wells in this role in 2015 and calculating the percentage increase or decrease from the amount received by Tidjane Thiam in 2014. Mike Wells was required to relocate to London to assume the Group Chief Executive role and the increase in benefits received by the Group Chief Executive role reflects this relocation support. 118 Prudential plc Annual Report 2015 www.prudential.co.ukRelative importance of spend on pay The table below sets out the amounts payable in respect of 2014 and 2015 on all employee pay and dividends: All-employee pay (£m) note Dividends (£m) Note All-employee pay as taken from note B3.1 to the financial statements. Long-term incentives awarded in 2015 2014 1,543 945 2015 1,475 1,253 Percentage change (4.4)% 32.6% 2015 share-based long-term incentive awards The table below shows the awards made to Executive Directors in 2015 under share-based long-term incentive plans and the performance conditions attached to these awards: Executive Role Pierre-Olivier Bouée Group Chief Risk Officer Penny James1 Group Chief Risk Officer Chief Executive, Jackie Hunt UK & Europe Michael McLintock2 Chief Executive, M&G Chief Financial Officer Nic Nicandrou Barry Stowe3 Chief Executive, PCA Chairman & CEO, NABU Chief Executive, Tony Wilkey3,4 Mike Wells3 Insurance, Asia Chief Executive, PCA President & CEO, JNL Group Chief Executive Number of shares or ADRs subject to award* Percentage of awards released for achieving threshold targets‡ Face value of award† 96,119 24,348 98,341 £1,622,489 £410,994 £1,659,996 35,011 104,117 56,970 25,334 21,091 42,183 29,008 104,611 15,066 £590,986 £1,757,495 £1,881,728 £833,637 £712,049 £356,016 £473,701 £3,455,319 £495,759 25% 25% 25% 25% 25% 25% 25% 25% n/a 25% 25% 25% Weighting of performance conditions IFRS profit End of performance period 31 Dec 17 31 Dec 17 31 Dec 17 31 Dec 17 31 Dec 17 31 Dec 17 31 Dec 17 31 Dec 17 n/a 31 Dec 17 31 Dec 17 31 Dec 17 Group TSR 50% 50% 50% 100% 50% 50% 50% 50% 50% 50% 50% Group Asia US UK 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% * Awards over shares were awarded to all Executive Directors other than Barry Stowe and Mike Wells whose awards were over ADRs. † Awards for Executive Directors are calculated based on the average share price over the three dealing days prior to the grant date. Annual awards were granted on 31 March 2015 (using a share price of £16.88 and an ADR price of £33.03) and additional awards were granted on 1 June 2015 (using a share price of £16.33 and an ADR price of £32.91). ‡ The percentage of award released for achieving maximum targets is 100 per cent. Notes 1 2 PLTIP awards made to the Chief Executive, M&G are subject only to the TSR performance condition. The IFRS profit of M&G is a performance condition under Penny James’ award was made before she was appointed to the Board. the M&G Executive LTIP. 3 Barry Stowe, Tony Wilkey and Mike Wells received additional awards following the changes to their roles. These awards were based on a pro-rated total 2015 award in line with their revised salaries using the average share price over the three dealing days prior to the grant date. 4 Tony Wilkey's first two 2015 awards were made before he was appointed to the Board. One award was made under the Prudential LTIP and the other under the PCA LTIP. The latter has no performance conditions. All future awards will be made under the Prudential LTIP. Group total shareholder return (TSR) performance will be measured on a ranked basis. 25 per cent of the award will vest for TSR performance at the median of the peer group, increasing to full vesting for performance at the upper quartile. The peer group for 2015 awards is the same for 2013 awards as detailed on page 114. Performance ranges for IFRS operating profit measured on a cumulative basis over three years are set at the start of the performance period. Due to commercial sensitivities these are not published in advance but Group targets will be disclosed when awards vest. 2015 cash long-term incentive awards In addition to his PLTIP award, Michael McLintock receives an annual cash-settled award under the M&G Executive LTIP. In 2015, he received the following award: Executive Role Face value of award (% of salary) Face value of award Percentage of award released for achieving threshold target End of performance period Michael McLintock Chief Executive, M&G 300% £1,182,000 See note 31 Dec 17 Note The value of the award on vesting will be based on the profitability and investment performance of M&G over the performance period as described in the Directors’ remuneration policy. 119 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Non-executive Director remuneration in 2015 Chairman’s fees As reported in last year's report, the annual fee paid to the Chairman, Paul Manduca, was increased from £600,000 to £700,000 with effect from 1 July 2015 to recognise the increased demands of the role. This fee will next be reviewed in 2016. Non-executive Director fees An increase of around 1.5 per cent was made to the basic Non-executive Director fee with effect from 1 July 2015. As the fees for membership of the Audit, Remuneration and Risk Committees had remained unchanged since 2011, an increase of 10 per cent was made to the membership fee for these Committees. There have been no changes to the Committee Chair or Senior Independent Director fees. The revised fees are shown below: Annual fees Basic fee Additional fees: Audit Committee Chairman Audit Committee member Remuneration Committee Chairman Remuneration Committee member Risk Committee Chairman Risk Committee member Nomination Committee member Senior Independent Director From 1 July 2014 (£) From 1 July 2015 (£) 92,500 94,000 70,000 25,000 60,000 25,000 65,000 25,000 10,000 50,000 70,000 27,500 60,000 27,500 65,000 27,500 10,000 50,000 Note If, in a particular year, the number of meetings is materially greater than usual, the Company may determine that the provision of additional fees is fair and reasonable. The resulting fees paid to Non-executive Directors are: £000s Chairman Paul Manduca Non-executive Directors Howard Davies Ann Godbehere Alistair Johnston David Law1 Kai Nargolwala Anthony Nightingale Philip Remnant Alice Schroeder Lord Turnbull2 Lord Turner3 Total 2015 fees 2014 fees 2015 taxable benefits* 2014 taxable benefits* Total 2015 remuneration: ‘The Single Figure’† Total 2014 remuneration: ‘The Single Figure’ † 650 195 200 120 36 146 147 206 120 70 36 600 191 196 116 – 141 116 201 116 186 – 78 114 – – – – – – – – – – – – – – – – – – 728 195 200 120 36 146 147 206 120 70 36 714 191 196 116 – 141 116 201 116 186 – 1,926 1,863 78 114 2,004 1,977 * Benefits include the cost of providing the use of a car and driver, medical insurance and security arrangements. † Each remuneration element is rounded to the nearest £1,000 and totals are the sum of these rounded figures. Total remuneration is calculated using the methodology prescribed by Schedule 8 of the Companies Act. The Chairman and Non-executive Directors are not entitled to participate in annual bonus plans or long-term incentive plans. Notes 1 David Law was appointed to the Board on 15 September 2015. 2 Lord Turnbull retired from the Board on 14 May 2015. 3 Lord Turner was appointed to the Board on 15 September 2015. 120 Prudential plc Annual Report 2015 www.prudential.co.ukStatement of directors’ shareholdings The interests of directors in ordinary shares of the Company are set out below. ‘Beneficial interest’ includes shares owned outright, shares acquired under the Share Incentive Plan and deferred annual incentive awards, detailed in the ‘Supplementary information’ section. It is only these shares that count towards the share ownership guidelines. 01/01/2015 (or on date of appointment) During 2015 31/12/2015 (or on date of retirement) Share ownership guideline Total beneficial interest (number of shares) Number of shares acquired Number of shares disposed Number of shares subject to performance conditions† Total beneficial interest* (number of shares) Total interest in shares Share ownership guideline‡ (% of salary/fee) Beneficial interest as a percentage of basic salary/ basic fees§ 42,500 – – 42,500 – 42,500 100% 93% 81,630 86,788 14,373 443,744 289,809 284,288 690,867 445,580 152,471 8,521 15,914 10,000 – 50,000 30,000 5,816 2,500 16,624 – 74,690 123,458 127 109,687 232,623 231,744 641,139 554,975 37,121 62,747 99,082 – 342,547 257,213 269,376 679,460 535,270 – 209 – – 3,327 – – – 6,000 – 2,000 – – – – – – – – – – 93,573 111,164 14,500 210,884 265,219 246,656 652,546 465,285 189,592 8,730 15,914 10,000 3,327 50,000 30,000 5,816 8,500 16,624 2,000 343,031 249,458 440,045 328,881 94,308 79,808 337,069 126,185 624,265 359,046 410,698 657,354 675,334 1,327,880 751,778 1,217,063 547,616 358,024 – – – – – – – – – – 8,730 15,914 10,000 3,327 50,000 30,000 5,816 8,500 16,624 2,000 n/a n/a 200% 200% 200% 200% n/a 350% 200% 100% 100% 100% 100% 100% 100% 100% 100% n/a 100% n/a n/a 37% 819% 578% 525% n/a 666% 391% 142% 259% 163% 54% 814% 489% 95% 138% n/a 33% Chairman Paul Manduca Executive Directors Pierre-Olivier Bouée1 Jackie Hunt2 Penny James3 Michael McLintock Nic Nicandrou Barry Stowe4 Tidjane Thiam5 Mike Wells6 Tony Wilkey7 Non-executive Directors Howard Davies Ann Godbehere Alistair Johnston David Law8 Kaikhushru Nargolwala Anthony Nightingale Philip Remnant Alice Schroeder9 Lord Turnbull10 Lord Turner11 * There were no changes of Executive Directors’ interests in ordinary shares between 31 December 2015 and 7 March 2016 with the exception of the UK-based Executive Directors due to their participation in the monthly Share Incentive Plan (SIP). Michael McLintock acquired a further 29 shares in the SIP, Nic Nicandrou acquired a further 29 shares in the SIP and Mike Wells acquired a further 30 shares in the SIP during this period. † Further information on share awards subject to performance conditions are detailed in the ‘share-based long-term incentive awards’ section of the Supplementary information. ‡ Holding requirement of the Articles of Association (2,500 ordinary shares) must be obtained within one year of appointment to the Board. The increased guidelines for Executive Directors were introduced with effect from January 2013. Executive Directors have five years from this date (or date of joining or role change, if later) to reach the enhanced guideline. The guideline for Non-executive Directors was introduced on 1 July 2011. Non-executive Directors have three years from their date of joining to reach the guideline. § Based on the closing price on 31 December 2015 (£15.31). Where applicable, all directors are in compliance with the share ownership guideline. The Company and its directors, chief executives and shareholders have been granted a partial exemption from the disclosure requirements under part XV of the SFO. As a result of this exemption, directors, chief executives and shareholders do not have an obligation under the SFO to notify the Company of shareholding interests, and the Company is not required to maintain a register of directors’ and chief executives’ interests under section 352 of the SFO, nor a register of interests of substantial shareholders under section 336 of the SFO. The Company is, however, required to file with the Hong Kong Stock Exchange any disclosure of interests notified to it in the United Kingdom. Notes Pierre-Olivier Bouée stepped down from the Board on 31 May 2015. Total interests in shares are shown as at this date. 1 Jackie Hunt stepped down from the Board on 3 November 2015. Total interests in shares are shown as at this date. 2 3 Penny James was appointed to the Board on 1 September 2015. Total interests in shares are shown from this date. 4 For the 1 January 2015 figure Barry Stowe’s beneficial interest in shares is made up of 142,144 ADRs (representing 284,288 ordinary shares), (8,513.73 of these ADRs are held within an investment account which secures premium financing for a life assurance policy). For the 31 December 2015 figure the beneficial interest in shares is made up of 123,328 ADRs (representing 246,656 ordinary shares). 5 Tidjane Thiam stepped down from the Board on 31 May 2015. Total interests in shares are shown as at this date. 6 For the 1 January 2015 figure Mike Wells’ beneficial interest in shares is made up of 222,790 ADRs (representing 445,580 ordinary shares). For the 31 December 2015 figure his beneficial interest in shares is made up of 232,594 ADRs (representing 465,188 ordinary shares) and 97 ordinary shares. 7 Tony Wilkey was appointed to the Board on 1 June 2015. Total interests in shares are shown from this date. 8 David Law was appointed to the Board on 15 September 2015. Total interests in shares are shown from this date. 9 For the 1 January 2015 figure Alice Schroeder’s beneficial interest in shares is made up of 1,250 ADRs (representing 2,500 ordinary shares). For the 31 December 2015 figure her beneficial interest in shares is made up of 4,250 ADRs (representing 8,500 ordinary shares). 10 Lord Turnbull stepped down from the Board on 14 May 2015. Total interests in shares are shown as at this date. 11 Lord Turner was appointed to the Board on 15 September 2015. 121 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Outstanding share options The following table sets out the share options held by the directors in the UK Savings-Related Share Option Scheme (SAYE) as at the end of the period. No other directors held shares in any other option scheme. Date of grant Exercise price (pence) Market price at 31 Dec 2015 (pence) Exercise period Number of options Beginning End of period Granted Exercised Cancelled Forfeited Lapsed Beginning End of period Pierre-Olivier Bouée 23 Sep 14 23 Sep 14 Jackie Hunt 21 Sep 12 Penny James 22 Sep 15 Penny James Michael McLintock 23 Sep 14 16 Sep 11 Nic Nicandrou 23 Sep 14 Nic Nicandrou 16 Sep 11 Tidjane Thiam 20 Sep 13 Tidjane Thiam 23 Sep 14 Tidjane Thiam 22 Sep 15 Mike Wells 1,155 1,531 01 Dec 17 31 May 18 1,155 1,531 01 Dec 17 31 May 18 629 1,531 01 Dec 15 31 May 16 1,111 1,531 01 Dec 18 31 May 19 1,155 1,531 01 Dec 19 31 May 20 466 1,531 01 Dec 16 31 May 17 1,155 1,531 01 Dec 19 31 May 20 466 1,531 01 Dec 14 29 May 15 901 1,531 01 Dec 16 31 May 17 1,155 1,531 01 Dec 17 31 May 18 1,111 1,531 01 Dec 18 31 May 19 1,558 1,558 858 2,622 3,268 1,311 965 499 1,168 – – – – 1,620 – – – – – – – 1,620 – – – – – – – 965 – – – – – – – – – – – – – – – – 1,558 – 1,558 – – 858 – – 1,620 – – 2,622 – – 3,268 – – 1,311 – – – – – 499 – – 1,168 – – 1,620 – Notes 1 A gain of £11,880.43 was made by directors in 2015 on the exercise of SAYE options. 2 No price was paid for the award of any option. 3 The highest and lowest closing share prices during 2015 were 1,752 pence and 1,330.5 pence respectively. 4 All exercise prices are shown to the nearest pence. 5 Pierre-Olivier Bouée and Tidjane Thiam participated in the plan during their time as Executive Directors and their options lapsed following the cessation of their employment. Jackie Hunt participated in the plan during her time as an Executive Director. 6 Directors’ terms of employment and external appointments The Directors' remuneration policy contains further details of the terms included in Executive Director service contracts. Details of the service contracts of each Executive Director are outlined in the table below. Subject to the Group Chief Executive’s or the Chairman’s approval, Executive Directors are able to accept external appointments as non-executive directors of other organisations. Fees payable are retained by the Executive Directors. Service contracts External appointment Date of contract Notice period to the Company Notice period from the Company External appointment during 2015 Fee received in the period the Executive Director was a Group director 6 August 2013 25 April 2013 13 August 2015 21 November 2001 26 April 2009 18 October 2006 20 September 2007 21 May 2015 1 June 2015 12 months 12 months 12 months 6 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months – Yes Yes Yes – – Yes – – – £25,833 £22,333 £70,000 – – £71,700 – – Executive Directors Pierre-Olivier Bouée1 Jackie Hunt2 Penny James3 Michael McLintock Nic Nicandrou Barry Stowe Tidjane Thiam4 Mike Wells Tony Wilkey3 Other directors served on the boards of educational, charitable and cultural organisations without receiving a fee for these services. Pierre-Olivier Bouée stepped down from the Board on 31 May 2015. Jackie Hunt stepped down from the Board on 3 November 2015. Notes 1 2 3 Penny James and Tony Wilkey were appointed to the Board on 1 September 2015 and 1 June 2015 respectively. 4 Tidjane Thiam stepped down from the Board on 31 May 2015. 122 Prudential plc Annual Report 2015 www.prudential.co.ukLetters of appointment of the Chairman and Non-executive Directors The Directors' remuneration policy contains further details on Non-executive Directors’ letters of appointment. Details of their individual appointments are outlined below: Chairman/Non-executive Director Chairman Paul Manduca1 Non-executive Directors Philip Remnant Howard Davies Ann Godbehere2 Alistair Johnston3 David Law Kai Nargolwala Anthony Nightingale Alice Schroeder Lord Turner Appointment by the Board Initial election by shareholders at the AGM Notice period Expiration of the current term of appointment 15 October 2010 AGM 2011 12 months AGM 2018 1 January 2013 15 October 2010 2 August 2007 1 January 2012 15 September 2015 1 January 2012 1 June 2013 10 June 2013 15 September 2015 AGM 2013 AGM 2011 AGM 2008 AGM 2012 AGM 2016 AGM 2012 AGM 2014 AGM 2014 AGM 2016 6 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months AGM 2016 AGM 2017 AGM 2016 AGM 2018 AGM 2019 AGM 2018 AGM 2017 AGM 2017 AGM 2019 Paul Manduca was appointed as Chairman on 2 July 2012. Notes 1 2 Ann Godbehere was reappointed in 2015 for one year. 3 Alistair Johnston will retire from the Board at the Annual General Meeting on 19 May 2016. Recruitment arrangements In making decisions about the remuneration arrangements for those joining the Board, the Committee worked within the Directors’ remuneration policy approved by shareholders and was mindful of: — The skills, knowledge and experience that each new Executive Director brought to the Board; — The need to support the relocation of executives to enable them to assume their roles; and — Its commitment to honour legacy arrangements. Appointing high-calibre executives to the Board and to different roles on the Board is necessary to ensure the Company is well positioned to develop and implement its strategy and deliver long-term value. As the Company operates in an international marketplace for talent, the best internal and external candidates are sometimes asked to move location to assume their new roles. Where this happens, the Company will offer relocation support. The support offered will depend on the circumstances of each move but may include shipping services, the provision of temporary accommodation and other housing benefits. Executives may receive support with the preparation of tax returns, but no current Executive Director is tax equalised. Barry Stowe and Mike Wells changed Board roles during the year. As both these changes resulted in those Executive Directors relocating to enable them to assume their roles, relocation support in line with the approved Directors’ remuneration policy was provided. Details of this support are included in the notes to the 2015 Single Figure table. During the year, a relocation payment was made to Nic Nicandrou in line with a commitment made to him when he joined the Company in 2009 (and disclosed in the 2009 annual report on remuneration). Details of this payment are included in the notes to the 2015 Single Figure table. Penny James and Tony Wilkey were promoted to the Board during the year. Their outstanding share awards under deferred bonus plans and long-term incentives awarded before their appointment to the Board will continue to vest on the normal timescale and subject to the original conditions. In addition, each of Barry Stowe, Mike Wells and Tony Wilkey received an additional LTIP award following the changes to their roles as detailed in the ‘Long-term incentives awarded in 2015’ table. Payments to past directors and payments for loss of office During the year, the Committee considered the application of the Company's payments on loss-of-office policy. The objective was to ensure that the application of the policy was aligned to individual circumstances and ensure there was no reward for failure. The Committee's approach when exercising its discretion under the policy is to be mindful of the particular circumstance of the departure and the contribution the individual had made to the Group. 123 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcAnnual report on remuneration continued Pierre-Olivier Bouée Pierre-Olivier Bouée stepped down from the Board on 31 May 2015. Pierre-Olivier did not receive a loss-of-office payment. His remuneration arrangements were in line with the approved Directors' remuneration policy and disclosed in stock exchange announcements and the remuneration he received in respect of his services as an Executive Director is set out in the 2015 Single Figure table. Following his retirement from the Board, Pierre-Olivier received £72,850 in respect of salary, benefits and pension for the period from the date he ceased to be a director to his termination date on 30 June 2015 in accordance with his contract of employment. His deferred bonus awards will be released in accordance with the plan rules and remain subject to malus provisions. Pierre-Olivier did not receive a 2015 bonus. In line with market practice, the Group paid the professional legal fees incurred by him in respect of finalising his termination arrangements, which amounted to £7,551. In addition, in consideration of agreeing to a confidentiality clause, Pierre-Olivier received £1,000. The Committee also exercised its discretion in accordance with the approved Directors’ remuneration policy and determined that Pierre-Olivier should be allowed to retain his unvested PLTIP awards granted in 2013 and 2014, but his PLTIP awards granted in 2015 should lapse. The 2013 and 2014 awards will vest in accordance with the original timetable, remain subject to malus provisions and were pro-rated for service. Jackie Hunt Jackie Hunt stepped down from the Board on 3 November 2015. Jackie did not receive a loss-of-office payment. Her remuneration arrangements were in line with the approved Directors' remuneration policy and disclosed in stock exchange announcements and the remuneration she received in respect of her services as an Executive Director is set out in the 2015 Single Figure table. Following her retirement from the Board, Jackie received £133,924 in respect of salary, benefits and pension for the period from the date she ceased to be a director to the end of the year in accordance with her contract of employment. Her deferred bonus awards will be released in accordance with the plan rules and remain subject to malus provisions. In line with market practice, the Group paid the professional legal fees incurred by her in respect of finalising her termination arrangements, which amounted to £17,400. In addition, recognising her contribution to the Company's success, the Committee determined that Jackie should be awarded a bonus in respect of the 2015 performance year which was calculated in the usual way. Sixty per cent of this bonus will be paid in 2016 and 40 per cent will be deferred in shares for three years, subject to malus and clawback provisions. The Committee also exercised its discretion in accordance with the approved Directors’ remuneration policy and determined that Jackie should be allowed to retain her unvested GPSP and PLTIP awards granted in 2013 and 2014, but her PLTIP awards granted in 2015 should lapse. The 2013 and 2014 awards will vest in accordance with the original timetable, remain subject to malus and were pro-rated for service. Tidjane Thiam Tidjane Thiam stepped down from the Board on 31 May 2015. Tidjane did not receive a loss-of-office payment. His remuneration arrangements were in line with the approved Directors' remuneration policy and disclosed in stock exchange announcements and the remuneration he received in respect of his services as an Executive Director is set out in the 2015 Single Figure table. Tidjane's deferred bonus awards will be released in accordance with the plan rules and remain subject to malus provisions. In line with market practice, the Group paid the professional legal fees incurred by him in respect of finalising his termination arrangements, which amounted to £14,121. In addition, in consideration of agreeing to a confidentiality clause, Tidjane received £1,000. In addition, recognising his contribution to the Company's success, the Committee determined that Tidjane should be awarded a bonus in respect of the 2015 performance year which was calculated in the usual way and pro-rated for service to 31 May 2015. Sixty per cent of this bonus will be paid in 2016 and 40 per cent will be deferred in shares for three years, subject to malus and clawback provisions. The Committee also exercised its discretion in accordance with the approved Directors’ remuneration policy and determined that Tidjane should be allowed to retain his unvested PLTIP awards granted in 2013 and 2014. The 2013 and 2014 awards will vest in accordance with the original timetable, remain subject to malus provisions and were pro-rated for service. Tidjane did not receive a 2015 long-term incentive award. Rob Devey Rob Devey’s employment with the Group ended on 31 October 2013. The 2013 Directors’ remuneration report provided details of the remuneration arrangements that would apply to Rob after his resignation. As set out in the section ‘Remuneration in respect of performance in 2015’ the performance conditions attached to Rob’s 2013 PLTIP awards were met in full and 100 per cent of these awards will be released in 2016. These awards were pro-rated for service (10 of 36 months) and the details of the release are set out below. This represents the last long-term incentive award which Rob had outstanding under the Company’s remuneration plans. Number of shares vesting1 34,914 Value of share vesting2 £527,900 Notes 1 The number of shares vesting include accrued dividend shares. 2 The share price used to calculate the value was the average share price for the three months up to 31 December 2015, being £15.12. 124 Prudential plc Annual Report 2015 www.prudential.co.ukOther directors A number of former directors receive retiree medical benefits for themselves and their partner (where applicable). This is consistent with other senior members of staff employed at the same time. A de minimis threshold of £10,000 has been set by the Committee; any payments or benefits provided to a past director under this amount will not be reported. Statement of voting at general meeting At the 2015 Annual General Meeting, shareholders were asked to vote on the 2014 Directors’ remuneration report. This resolution received a significant vote in favour by shareholders and the Committee is grateful for this support and endorsement by our shareholders. The votes received were: Resolution Votes for % of votes cast Votes against % of votes cast Total votes cast Votes withheld To approve the Directors’ remuneration report 1,711,107,495 93.81 112,901,645 6.19 1,824,009,140 124,526,722 Statement of implementation in 2016 Executive Directors Executive Directors’ remuneration packages were reviewed in 2015, with changes effective from 1 January 2016. When the Committee took these decisions, it considered the salary increases awarded to other employees in 2015 and the expected increases in 2016. The external market reference points used to provide context to the Committee were identical to those used for 2015 salaries. All Executive Directors received a salary increase of 1 per cent. The 2016 salary increase budgets for other employees across our business units were between 3 per cent and 6.5 per cent. No changes have been made to executives’ maximum opportunities under either the annual incentive or the long-term incentive plans. As part of the implementation of Solvency II, part of Executive Directors’ 2016 bonuses will be determined by the achievement of Solvency II surplus targets. This metric will replace the IGD capital surplus measure (part of the Solvency I framework). The Solvency II measure will operate alongside the economic capital targets introduced in 2015. Otherwise no changes are proposed to the performance measures for the 2016 annual incentive plan nor for the 2016 long-term incentive awards. Also, as part of the implementation of Solvency II, the weightings of Penny James’s AIP performance targets (with effect from 2016) have been changed so that 50 per cent relate to financial targets, 30 per cent relate to functional targets and 20 per cent relate to personal targets. John Foley was appointed Chief Executive of Prudential UK & Europe and Executive Director of Prudential plc with effect from 19 January 2016. His basic salary for 2016 will be £750,000. He will have a maximum AIP opportunity of 180 per cent of base salary, with 40 per cent of any bonus deferred into the Company’s shares. Long-term incentive awards will be 250 per cent of base salary. John’s service contract contains a notice provision under which either party may terminate upon 12 months’ notice. Michael McLintock will retire as Chief Executive of M&G Investments and as an Executive Director of Prudential plc later this year. He will be succeeded by Anne Richards. Anne’s basic salary will be £400,000. She will have a maximum AIP opportunity of the lower of 0.75 per cent of M&G’s IFRS profit or 600 per cent of base salary. Forty per cent of any bonus will be deferred into the Company’s shares. Long-term incentive awards will be 150 per cent of base salary under the PLTIP and 300 per cent of salary under the M&G Executive Long Term Incentive Plan. Any unvested share awards that Anne forfeits as a consequence of joining the Group will be replaced on a like-for-like basis, with replacement awards released in accordance with the original vesting timeframe attached to the forfeited awards. Anne’s service contract contains a notice provision under which either party may terminate upon 12 months’ notice. Non-executive Directors Non-executive Directors' fees were reviewed in 2015 with changes effective from 1 July 2015 as set out in the ‘Non-executive fee’ section. The next review will be effective 1 July 2016. As set out in the report of the Nomination Committee, the appointment of chairmen of the boards of M&G Limited and Prudential Corporation Asia Limited has been proposed. The Remuneration Committee has approved a fee of £250,000 per annum for each of these roles, fixed for a period of two years from the date of the appointment. The fee for the chair of Prudential Corporation Asia Limited will be payable in Hong Kong dollars using an exchange rate fixed on the date of appointment. Signed on behalf of the Board of Directors Anthony Nightingale, CMG SBS JP Chairman of the Remuneration Committee 8 March 2016 Paul Manduca Chairman 8 March 2016 125 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcSupplementary information Supplementary information Directors’ outstanding long-term incentive awards Share-based long-term incentive awards Plan name Year of award Conditional share awards outstanding at 1 Jan 2015 Conditional awards in 2015 Market price at date of award Rights exercised in 2015 Rights lapsed in 2015 Conditional share awards outstanding at 31 Dec 2015 Date of end of performance period Dividend equivalents on vested shares (note 2) (Number of shares released) 3,351 37,925 3,351 37,925 4,163 47,079 4,163 47,079 16,399 185,374 (Number of shares) (Number of shares) 37,925 25,181 30,279 24,348 93,385 24,348 47,079 46,687 44,487 35,011 138,253 35,011 185,374 122,554 132,375 104,117 (pence) 678 1,203 1,317 1,672 678 1,203 1,317 1,672 678 1,203 1,317 1,672 (Number of shares) – 31 Dec 14 25,181 31 Dec 15 30,279 31 Dec 16 24,348 31 Dec 17 79,808 – 31 Dec 14 46,687 31 Dec 15 44,487 31 Dec 16 35,011 31 Dec 17 126,185 – 31 Dec 14 122,554 31 Dec 15 132,375 31 Dec 16 104,117 31 Dec 17 440,303 104,117 16,399 185,374 359,046 95,642 95,642 131,266 114,824 113,940 50,668 437,374 164,608 199,256 199,256 273,470 238,954 209,222 30,132 910,936 239,354 33,272 66,008 35,926 25,244 55,705 47,182 22,935 45,870 68,806 21,091 42,183 29,008 678 678 1,203 1,317 1,672 1,611.5 678 678 1,203 1,317 1,672 1,611.5 663.5 663.5 854 1,203 1,203 1,178 1,317 1,317 1,317 1,672 1,672 1,611.5 8,516 8,000 95,642 89,864 5,778 – 31 Dec 14 – 31 Dec 14 131,266 31 Dec 15 114,824 31 Dec 16 113,940 31 Dec 17 50,668 31 Dec 17 16,516 185,506 5,778 410,698 17,742 199,256 17,742 199,256 – 31 Dec 14 – 31 Dec 14 273,470 31 Dec 15 238,954 31 Dec 16 209,222 31 Dec 17 30,132 31 Dec 17 35,484 398,512 751,778 2,940 33,272 66,008 35,926 – 31 Dec 14 – 31 Dec 14 – 31 Dec 14 25,244 31 Dec 15 55,705 31 Dec 15 47,182 31 Dec 15 22,935 31 Dec 16 45,870 31 Dec 16 68,806 31 Dec 17 21,091 31 Dec 17 42,183 31 Dec 17 29,008 31 Dec 17 Penny James GPSP PLTIP PLTIP PLTIP Michael McLintock GPSP PLTIP PLTIP PLTIP Nic Nicandrou Barry Stowe1 Mike Wells1 Tony Wilkey3 GPSP PLTIP PLTIP PLTIP GPSP BUPP PLTIP PLTIP PLTIP PLTIP GPSP BUPP PLTIP PLTIP PLTIP PLTIP GPSP PCA LTIP PCA LTIP PLTIP PCA LTIP PCA LTIP PLTIP PCA LTIP PCA LTIP PLTIP PCA LTIP PLTIP 2012 2013 2014 2015 2012 2013 2014 2015 2012 2013 2014 2015 2012 2012 2013 2014 2015 2015 2012 2012 2013 2014 2015 2015 2012 2012 2012 2013 2013 2013 2014 2014 2014 2015 2015 2015 400,948 92,282 2,940 135,206 358,024 Notes 1 The awards for Barry Stowe and Mike Wells were made in ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares. 2 A DRIP dividend equivalent was accumulated on these awards. 3 The PCA LTIP is an arrangement for executives and senior management of PCA. Tony Wilkey was a participant of this plan until his appointment to the Board on 1 June 2015 and will no longer be eligible to new awards from this date. 126 Prudential plc Annual Report 2015 www.prudential.co.uk Business-specific cash-based long-term incentive plans Michael McLintock M&G Executive LTIP M&G Executive LTIP M&G Executive LTIP M&G Executive LTIP Total payments made in 2015 Year of initial award Face value of conditional share awards outstanding at 1 January 2015 £000 Conditionally awarded in 2015 £000 Payments made in 2015 £000 Face value of conditional share awards outstanding at 31 December 2015 £000 Date of end of performance period 2012 2013 2014 2015 953 1,112 1,146 1,182 1,973 1,973 – 1,112 1,146 1,182 31 Dec 14 31 Dec 15 31 Dec 16 31 Dec 17 Note Under the M&G Executive LTIP, the value of each unit at award is £1. The value of units changes based on M&G’s profit growth and investment performance over the performance period. For the 2012 award of 952,960 units, the unit price at the end of the performance period was £2.07, which resulted in a payment of £1,972,627 to Michael McLintock in 2015. For the 2013 award of 1,112,400 units, the unit price at the end of the performance period was £1.79, which will result in a payment of £1,991,196 to Michael McLintock in 2016. Other share awards The table below sets out Executive Directors’ deferred bonus share Conditional share awards outstanding at 1 Jan 2015 Conditionally awarded in 2015 Year of grant (Number of shares) (Number of shares) Dividends accumulated in 2015 (note 2 and 3) (Number of shares) Shares released in 2015 (Number of shares) Conditional share awards outstanding at 31 December 2015 (Number of shares) Date of end of restricted period Date of release Market price at date of award Market price at date of vesting or release (pence) (pence) Penny James Deferred 2011 Group deferred bonus plan award Deferred 2012 Group deferred bonus plan award Deferred 2013 Group deferred bonus plan award Deferred 2014 Group deferred bonus plan award Michael McLintock Deferred 2011 annual incentive award Deferred 2012 annual incentive award Deferred 2013 annual incentive award Deferred 2014 annual incentive award 2012 7,069 7,069 – 31 Dec 14 30 Mar 15 783 1,697 2013 5,542 2014 4,764 2015 2012 2013 2014 2015 3,850 3,850 17,375 39,191 37,741 70,801 147,733 54,312 54,312 135 116 93 344 923 1,732 1,329 3,984 5,677 31 Dec 15 4,880 31 Dec 16 3,943 31 Dec 17 1,083 1,317 1,672 7,069 14,500 39,191 – 31 Dec 14 30 Mar 15 750 1,697 38,664 31 Dec 15 72,533 31 Dec 16 55,641 31 Dec 17 1,055 1,317 1,672 39,191 166,838 127 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc Supplementary information continued Conditional share awards outstanding at 1 Jan 2015 Conditionally awarded in 2015 Year of grant (Number of shares) (Number of shares) Dividends accumulated in 2015 (note 2 and 3) (Number of shares) Shares released in 2015 (Number of shares) Conditional share awards outstanding at 31 December 2015 (Number of shares) Date of end of restricted period Date of release Market price at date of award Market price at date of vesting or release (pence) (pence) Nic Nicandrou Deferred 2011 annual incentive award Deferred 2012 annual incentive award Deferred 2013 annual incentive award Deferred 2014 annual incentive award Barry Stowe (note 1) Deferred 2011 annual incentive award Deferred 2012 annual incentive award Deferred 2013 annual incentive award Deferred 2014 annual incentive award 2012 2013 2014 2015 2012 2013 2014 2015 47,365 40,823 35,765 123,953 28,112 28,112 55,154 39,674 30,996 125,824 27,324 27,324 47,365 – 31 Dec 14 750 1,697 998 874 687 41,821 31 Dec 15 36,639 31 Dec 16 28,799 31 Dec 17 1,055 1,317 1,672 2,559 47,365 107,259 55,154 – 31 Dec 14 30 Mar 15 750 1,697 972 758 668 40,646 31 Dec 15 31,754 31 Dec 16 27,992 31 Dec 17 1,055 1,317 1,672 2,398 55,154 100,392 Mike Wells (note 1) Deferred 2011 annual incentive award Deferred 2012 annual incentive award Deferred 2013 annual incentive award Deferred 2014 annual incentive award Tony Wilkey Deferred 2012 PCA deferred bonus plan award Deferred 2013 PCA deferred bonus plan award Deferred 2014 PCA deferred bonus plan award 2012 101,314 2013 84,514 2014 102,130 101,314 – 31 Dec 14 30 Mar 15 750 1,697 2,072 2,506 86,586 31 Dec 15 104,636 31 Dec 16 1,055 1,317 1,672 2015 113,518 2,786 116,304 31 Dec 17 287,958 113,518 7,364 101,314 307,526 2013 80,570 80,570 – 31 Dec 15 30 Mar 15 1,083 1,697 2014 69,571 2015 150,141 80,833 80,833 1,260 1,457 2,717 70,831 31 Dec 16 82,290 31 Dec 17 1,317 1,672 80,570 153,121 Notes 1 The deferred share awards for Barry Stowe and Mike Wells were made in ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares. 2 The number of shares initially awarded is calculated using the average share price over the three business days prior to the date of grant. For the awards from the 2014 annual incentives, made in 2015, the average share price was 1,688 pence. 3 A DRIP dividend equivalent was accumulated on these awards. 128 Prudential plc Annual Report 2015 www.prudential.co.ukAll-employee share plans It is important that all employees are offered the opportunity to own shares in Prudential, connecting them both to the success of the Company and to the interests of other shareholders. Executive Directors are invited to participate in these plans on the same basis as other staff in their location. Save As You Earn (SAYE) schemes UK-based Executive Directors are eligible to participate in the HM Revenue and Customs (HMRC) approved Prudential Savings-Related Share Option Scheme. This scheme allows all eligible employees to save towards the exercise of options over Prudential plc shares with the option price set at the beginning of the savings period at a discount of up to 20 per cent of the market price. In 2014, participants could elect to enter into savings contracts of up to £500 per month for a period of three or five years. At the end of this term, participants may exercise their options within six months and purchase shares. If an option is not exercised within six months, participants are entitled to a refund of their cash savings plus interest if applicable under the rules. Shares are issued to satisfy those options which 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 any other 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. Details of Executive Directors’ rights under the SAYE scheme are set out in the ‘Statement of directors’ shareholdings’. Share Incentive Plan (SIP) UK-based Executive Directors are also eligible to participate in the Company’s Share Incentive Plan (SIP). From April 2014, all UK-based employees were able to purchase Prudential plc shares up to a value of £150 per month from their gross salary (partnership shares) through the SIP. For every four partnership shares bought, an additional matching share is awarded which is purchased by Prudential on the open market. Dividend shares accumulate while the employee participates in the plan. If the employee withdraws from the plan, or leaves the Group, matching shares may be forfeited. The table below provides information about shares purchased under the SIP together with Matching Shares (awarded on a 1:4 basis) and dividend shares. Michael McLintock Nic Nicandrou Mike Wells Year of initial grant Share Incentive Plan awards held in trust at 1 Jan 2015 (Number of shares) Partnership shares accumulated in 2015 (Number of shares) Matching shares accumulated in 2015 (Number of shares) Dividend shares accumulated in 2015 (Number of shares) Share Incentive Plan awards held in trust at 31 Dec 2015 (Number of shares) 2014 2010 2015 106 1,246 – 116 117 78 29 29 19 4 33 – 255 1,425 97 Prudential Corporation Asia All Employee Share Purchase Plan (PruSharePlus) From August 2014, all Asia-based employees were able to purchase Prudential plc shares up to a value of £5,000 per year from their gross salary through the PruSharePlus. For every two shares bought by the employee, one additional matching share is awarded which is purchased by Prudential on the open market. Dividend shares accumulate while the employee participates in the plan. If the employee withdraws from the plan, or leaves the Group, matching shares may be forfeited. The table below provides information about shares purchased under the PruSharePlus together with Matching Shares (awarded on a 1:2 basis) and dividend shares. Year of initial grant PruSharePlus awards held in trust at 1 Jan 2015 (Number of shares) Purchased shares accumulated in 2015 (Number of shares) Matching shares accumulated in 2015 (Number of shares) Dividend shares accumulated in 2015 (Number of shares) PruSharePlus awards held in trust at 31 December 2015 (Number of shares) Tony Wilkey* 2014 140 266 133 6 545 * Following his appointment to the Board, Tony Wilkey is no longer eligible to participate in the PSP with effect from the anniversary of his joining the plan. Dilution Releases from the Prudential Long Term Incentive Plan and GPSP are satisfied using new issue shares rather than by purchasing shares in the open market. Shares relating to options granted under all-employee share plans are also satisfied by new issue shares. The combined dilution from all outstanding shares and options at 31 December 2015 was 0.1 per cent of the total share capital at the time. Deferred shares will continue to be satisfied by the purchase of shares in the open market. Five highest paid individuals Of the five individuals with the highest emoluments in 2015, two were directors whose emoluments are disclosed in this report. The aggregate of the emoluments of the other three individuals for 2015 were as follows: Base salaries, allowances and benefits in kind Pension contributions Performance-related pay Total 2015 £000 1,378 270 20,793 22,441 Their emoluments were within the following bands: £5,600,001-£5,700,000 £8,000,001-£8,100,000 £8,700,001-£8,800,000 Number of five highest paid employees 2015 1 1 1 129 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc 130 Prudential plc Annual Report 2015 www.prudential.co.ukFinancial statements 132 Index to Group IFRS financial statements 282 Parent company financial statements 284 Notes on the parent company financial statements 292 Statement of directors’ responsibilities in respect of the Annual Report and of the financial statements 293 Independent auditor’s report to the members of Prudential plc only Cha-Ching Prudential’s multi-media programme Cha-Ching helps instil ‘money-smart skills’ in children aged seven to 12. Find out more on page 61. Our communities 131 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information5Index to Group IFRS financial statements Primary statements 133 134 135 137 139 Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity: 2015 2014 Consolidated statement of financial position Consolidated statement of cash flows Notes to Primary statements A1 A2 A3 Section A: Background and accounting policies 140 140 Basis of preparation and exchange rates Adoption of new accounting pronouncements in 2015 Accounting policies A3.1 A3.2 Accounting policies and use of estimates and judgements New accounting pronouncements not yet effective 141 153 Section B: Earnings performance B1 B2 B3 B4 B5 B6 B7 155 156 158 162 165 167 168 169 171 171 172 173 177 178 B1.3 Analysis of performance by segment B1.1 B1.2 Segment results – profit before tax Short-term fluctuations in investment returns on shareholder-backed business Determining operating segments and performance measure of operating segments Segmental income statement Revenue Staff and employment costs Share-based payment Key management remuneration Fees payable to the auditor B1.4 B1.5 Profit before tax – asset management operations Acquisition costs and other expenditure B3.1 B3.2 B3.3 B3.4 Effect of changes and other accounting features on insurance assets and liabilities Tax charge Earnings per share Dividends Section C: Balance sheet notes Analysis of Group position by segment and business type Group statement of financial position – analysis by C1.1 segment Group statement of financial position – analysis by business type C1.2 Asia insurance operations Group assets and liabilities – classification Group assets and liabilities – measurement Analysis of segment position by business type C2.1 C2.2 US insurance operations C2.3 UK insurance operations C2.4 Asset management operations Assets and liabilities – classification and measurement C3.1 C3.2 C3.3 Debt securities Loans portfolio C3.4 C3.5 Financial instruments – additional information C3.5(a) Market risk C3.5(b) Derivatives and hedging C3.5(c) Derecognition, collateral and offsetting C3.5(d) Impairment of financial assets C1 C2 C3 179 184 186 187 189 191 192 196 204 211 213 213 215 216 217 132 C4 C5 C6 C7 C8 C9 C10 C11 Policyholder liabilities and unallocated surplus of with-profits funds C4.1 Movement and duration of liabilities C4.1(a) Group overview C4.1(b) Asia insurance operations C4.1(c) US insurance operations C4.1(d) UK insurance operations C4.2 C4.2(a) Asia C4.2(b) US C4.2(c) UK Intangible assets C5.1 C5.1(a) Goodwill attributable to shareholders C5.1(b) Deferred acquisition costs and other intangible assets Intangible assets attributable to shareholders Products and determining contract liabilities attributable to shareholders Intangible assets attributable to with-profits funds C5.2 Borrowings C6.1 Group overview US insurance operations UK insurance operations Asset management and other operations Core structural borrowings of shareholder–financed operations C6.2 Other borrowings C6.3 Maturity analysis Risk and sensitivity analysis C7.1 C7.2 Asia insurance operations C7.3 C7.4 C7.5 Tax assets and liabilities C8.1 C8.2 Defined benefit pension schemes Share capital, share premium and own shares Capital position statement C11.1 C11.2 Life assurance business Asset management operations – regulatory and other surplus Deferred tax Current tax C12 C13 C14 Provisions Property, plant and equipment Investment properties 219 219 222 224 225 227 227 228 232 236 236 237 240 241 241 242 242 244 246 251 253 254 255 255 261 262 267 267 268 269 Section D: Other notes 270 270 272 272 272 272 D1 D2 D3 D4 D5 D6 Sale of Japan life business Contingencies and related obligations Post balance sheet events Related party transactions Commitments Investments in subsidiary undertakings, joint ventures and associates Prudential plc Annual Report 2015 www.prudential.co.uk Consolidated income statement Year ended 31 December Gross premiums earned Outward reinsurance premiums Earned premiums, net of reinsurance Investment return Other income Total revenue, net of reinsurance Benefits and claims Outward reinsurers’ share of benefits and claims Movement in unallocated surplus of with-profits funds Benefits and claims and movement in unallocated surplus of with-profits funds, net of reinsurance Acquisition costs and other expenditure Finance costs: interest on core structural borrowings of shareholder-financed operations Disposal of Japan life business: Cumulative exchange loss recycled from other comprehensive income Remeasurement adjustments Total charges, net of reinsurance Share of profits from joint ventures and associates, net of related tax Profit before tax (being tax attributable to shareholders’ and policyholders’ returns)* Less tax charge attributable to policyholders’ returns Profit before tax attributable to shareholders Total tax charge attributable to policyholders and shareholders Adjustment to remove tax charge attributable to policyholders’ returns Tax charge attributable to shareholders’ returns Profit for the year attributable to equity holders of the Company Earnings per share (in pence) Based on profit attributable to the equity holders of the Company: Basic Diluted Note 2015 £m 2014 £m B1.5 B1.5 B1.5 B1.4 B3 D1 D1 B1.4 D6 B1.1 B5 B5 B6 36,663 (1,157) 35,506 3,304 2,495 41,305 (30,547) 1,389 (498) (29,656) (8,208) (312) (46) – 32,832 (799) 32,033 25,787 2,306 60,126 (50,736) 631 (64) (50,169) (6,752) (341) – (13) (38,222) (57,275) 238 3,321 (173) 3,148 (742) 173 (569) 2,579 303 3,154 (540) 2,614 (938) 540 (398) 2,216 2015 2014 101.0p 100.9p 86.9p 86.8p * This measure is the formal profit before tax measure under IFRS but it is not the result attributable to shareholders. This is principally because the corporate taxes of the Group include those on the income of consolidated with-profits and unit-linked funds that, through adjustments to benefits, are borne by policyholders. These amounts are required to be included in the tax charge of the Company under IAS 12. Consequently, the profit before all taxes measure (which is determined after deducting the cost of policyholder benefits and movements in the liability for unallocated surplus of the PAC with-profits fund after adjusting for taxes borne by policyholders) is not representative of pre-tax profits attributable to shareholders. 133 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationConsolidated statement of comprehensive income Year ended 31 December Profit for the year Note 2015 £m 2014 £m 2,579 2,216 Other comprehensive income: Items that may be reclassified subsequently to profit or loss Exchange movements on foreign operations and net investment hedges: Exchange movements arising during the year Cumulative exchange loss of Japan life business recycled through profit or loss Related tax Net unrealised valuation movements on securities of US insurance operations classified as available-for-sale: Net unrealised holding (losses) gains arising during the year Less: net gains included in the income statement on disposal and impairment Total Related change in amortisation of deferred acquisition costs Related tax Total Items that will not be reclassified to profit or loss Shareholders’ share of actuarial gains and losses on defined benefit pension schemes: Gross Related tax A1 C3.3(b) C5.1(b) 68 46 4 118 (1,256) (49) (1,305) 337 339 (629) (511) 27 (5) 22 215 – 5 220 1,039 (83) 956 (87) (304) 565 785 (12) 2 (10) Other comprehensive (loss) income for the year, net of related tax (489) 775 Total comprehensive income for the year attributable to the equity holders of the Company 2,090 2,991 134 Prudential plc Annual Report 2015 www.prudential.co.ukConsolidated statement of changes in equity Year ended 31 December 2015 £m Share capital note C10 Share premium note C10 Note Retained earnings Translation reserve Available- for-sale securities reserves Share- holders’ equity Non- controlling interests Total equity Reserves Profit for the year Other comprehensive income: Exchange movements on foreign operations and net investment hedges, net of related tax Net unrealised valuation movements, net of related change in amortisation of deferred acquisition costs and related tax Shareholders’ share of actuarial gains and losses on defined benefit pension schemes, net of tax Total other comprehensive income (loss) Total comprehensive income for the year Dividends Reserve movements in respect of share-based payments Share capital and share premium New share capital subscribed Treasury shares Movement in own shares in respect of share-based payment plans Movement in Prudential plc shares purchased by unit trusts consolidated under IFRS Net increase in equity At beginning of year At end of year B7 C10 – – – – – – – – – – – – 128 128 – 2,579 – – 2,579 – 2,579 – – – – – – – 7 – – 7 1,908 – – 22 22 2,601 (974) 39 – (38) 20 1,648 8,788 1,915 10,436 118 – 118 – 118 – – 118 118 – – – – – (629) (629) – 22 (629) (489) (629) 2,090 – – – – – (974) 39 7 (38) 20 118 31 149 (629) 956 1,144 11,811 327 12,955 – – – – – – – – – – 1 1 (629) 22 (489) 2,090 (974) 39 7 (38) 20 1,144 11,812 12,956 135 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationConsolidated statement of changes in equity continued Year ended 31 December 2014 £m Share capital note C10 Share premium note C10 Note Retained earnings Translation reserve Available- for-sale securities reserves Share- holders’ equity Non- controlling interests Total equity – 2,216 – – 2,216 – 2,216 220 – 220 – 220 – – – – – – – – – – – – – – – – – – – – – – (895) 106 (48) (6) 1,363 7,425 8,788 13 – – 565 565 (10) (10) – 220 – 565 (10) 775 2,206 220 565 2,991 – – – – – – – – – – (895) 106 13 (48) (6) 220 (189) 31 565 391 956 2,161 9,650 11,811 – 128 128 13 1,895 1,908 – – – – – – – – – – 1 1 565 (10) 775 2,991 (895) 106 13 (48) (6) 2,161 9,651 11,812 Reserves Profit for the year Other comprehensive income: Exchange movements on foreign operations and net investment hedges, net of related tax Net unrealised valuation movements, net of related change in amortisation of deferred acquisition costs and related tax Shareholders’ share of actuarial gains and losses on defined benefit pension schemes, net of tax Total other comprehensive (loss) income Total comprehensive income for the year Dividends Reserve movements in respect of share-based payments Share capital and share premium New share capital subscribed Treasury shares Movement in own shares in respect of share-based payment plans Movement in Prudential plc shares purchased by unit trusts consolidated under IFRS Net increase in equity At beginning of year At end of year B7 C10 136 Prudential plc Annual Report 2015 www.prudential.co.ukConsolidated statement of financial position Assets 31 December Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: Goodwill in respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets Total Total intangible assets Other non-investment and non-cash assets: Property, plant and equipment Reinsurers’ share of insurance contract liabilities Deferred tax assets Current tax recoverable Accrued investment income Other debtors Total Investments of long-term business and other operations: Investment properties Investment in joint ventures and associates accounted for using the equity method Financial investments:* Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits Total Assets held for sale Cash and cash equivalents Total assets * Included within financial investments are £5,995 million (2014: £4,578 million) of lent securities. Note 2015 £m 2014 £m C5.1(a) C5.1(b) C5.2(a) C5.2(b) C13 C4.1(a)(iv) C8.1 C8.2 C1.1 C1.1 C14 D6 C3.4 C3.3 1,463 8,422 9,885 185 50 235 1,463 7,261 8,724 186 61 247 10,120 8,971 1,197 7,903 2,819 477 2,751 1,955 978 7,167 2,765 117 2,667 1,852 17,102 15,546 13,422 1,034 12,958 157,453 147,671 7,353 12,088 351,979 12,764 1,017 12,841 144,862 145,251 7,623 13,096 337,454 D1 2 7,782 824 6,409 C1,C3.1 386,985 369,204 137 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationConsolidated statement of financial position continued Equity and liabilities 31 December Equity Shareholders’ equity Non-controlling interests Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Insurance contract liabilities Investment contract liabilities with discretionary participation features Investment contract liabilities without discretionary participation features Unallocated surplus of with-profits funds Total Core structural borrowings of shareholder-financed operations: Subordinated debt Other Total Other borrowings: Operational borrowings attributable to shareholder-financed operations Borrowings attributable to with-profits operations Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements Net asset value attributable to unit holders of consolidated unit trusts and similar funds Deferred tax liabilities Current tax liabilities Accruals and deferred income Other creditors Provisions Derivative liabilities Other liabilities Total Liabilities held for sale Total liabilities Total equity and liabilities Note 2015 £m 2014 £m 12,955 1 12,956 11,811 1 11,812 260,753 42,959 18,806 13,096 335,614 250,038 39,277 20,224 12,450 321,989 4,018 993 5,011 1,960 1,332 3,765 7,873 4,010 325 952 4,876 604 3,119 4,588 3,320 984 4,304 2,263 1,093 2,347 7,357 4,291 617 947 4,262 724 2,323 4,105 30,112 – 374,029 386,985 26,973 770 357,392 369,204 C4.1(a) C6.1 C6.2(a) C6.2(b) C8.1 C12 C3.5(b) D1 C1,C3.1 The consolidated financial statements on pages 133 to 281 were approved by the Board of Directors on 8 March 2016. They were signed on its behalf: Paul Manduca Chairman Mike Wells Group Chief Executive Nic Nicandrou Chief Financial Officer 138 Prudential plc Annual Report 2015 www.prudential.co.ukConsolidated statement of cash flows Year ended 31 December Note 2015 £m 2014 £m Cash flows from operating activities Profit before tax (being tax attributable to shareholders’ and policyholders’ returns) note (i) Non-cash movements in operating assets and liabilities reflected in profit before tax: Investments Other non-investment and non-cash assets Policyholder liabilities (including unallocated surplus) Other liabilities (including operational borrowings) Interest income and expense and dividend income included in result before tax Other non-cash items note (ii) Operating cash items: Interest receipts Dividend receipts Tax paid Net cash flows from operating activities Cash flows from investing activities Purchases of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of subsidiaries and intangibles Sale of businesses Net cash flows from investing activities Cash flows from financing activities Structural borrowings of the Group: Shareholder-financed operations: note (iii) Issue of subordinated debt, net of costs Redemption of subordinated debt Interest paid With-profits operations: note (iv) Interest paid Equity capital: Issues of ordinary share capital Dividends paid Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year 3,321 3,154 (6,814) (1,063) 6,067 1,761 (8,726) 234 7,316 1,777 (1,340) 2,533 (256) 30 (286) 43 (469) 590 – (288) (9) 7 (974) (674) 1,390 6,409 (17) 7,782 (30,746) (1,521) 27,292 3,797 (8,315) 174 7,155 1,559 (721) 1,828 (172) 10 (535) 152 (545) – (445) (330) (9) 13 (895) (1,666) (383) 6,785 7 6,409 C13 C6.1 C6.2 This measure is the formal profit before tax measure under IFRS but it is not the result attributable to shareholders. Notes (i) (ii) Other non-cash items consist of the adjustment of non-cash items to profit before tax. (iii) Structural borrowings of shareholder-financed operations exclude borrowings to support short-term fixed income securities programmes, non-recourse (iv) borrowings of investment subsidiaries of shareholder-financed operations and other borrowings of shareholder-financed operations. Cash flows in respect of these borrowings are included within cash flows from operating activities. Interest paid on 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 the Scottish Amicable Insurance Fund (SAIF), a ring-fenced sub-fund of the PAC with-profits fund. Cash flows in respect of other borrowings of with-profits funds, which principally relate to consolidated investment funds, are included within cash flows from operating activities. 139 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationA1: Basis of preparation and exchange rates Prudential plc (the Company) together with its subsidiaries (collectively, the Group or Prudential) is an international financial services group with its principal operations in Asia, the US and the UK. 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 schemes. Basis of preparation These statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union (EU) as required by EU law (IAS Regulation EC1606/2032). EU-endorsed IFRS may differ from IFRS issued by the IASB if, at any point in time, new or amended IFRS have not been endorsed by the EU. At 31 December 2015, there were no unendorsed standards effective for the two years ended 31 December 2015 affecting the consolidated financial information of the Group and there were no differences between IFRS endorsed by the EU and IFRS issued by the IASB in terms of their application to the Group. The parent company statement of financial position prepared in accordance with the UK Generally Accepted Accounting Practice (including Financial Reporting Standard 101 Reduced Disclosure Framework) is presented on page 282. Except for the adoption of the new and amended accounting standards for Group IFRS reporting as described in note A2, the accounting policies applied by the Group in determining the IFRS basis results in this report are the same as those previously applied in the Group’s consolidated financial statements for the year ended 31 December 2014. Exchange rates The exchange rates applied for balances and transactions in currency other than the presentational currency of the Group, pounds sterling (GBP) were: Local currency: £ Hong Kong Indonesia Malaysia Singapore China India Vietnam Thailand US Closing rate at 31 Dec 2015 Average rate for 2015 Closing rate at 31 Dec 2014 Average rate for 2014 11.42 20,317.71 6.33 2.09 9.57 97.51 33,140.64 53.04 1.47 11.85 20,476.93 5.97 2.10 9.61 98.08 33,509.21 52.38 1.53 12.09 19,311.31 5.45 2.07 9.67 98.42 33,348.46 51.30 1.56 12.78 19,538.56 5.39 2.09 10.15 100.53 34,924.62 53.51 1.65 Certain notes to the financial statements present 2014 comparative information at Constant Exchange Rates (CER), in addition to the reporting at Actual Exchange Rates (AER) used throughout the consolidated financial statements. AER are actual historical exchange rates for the specific accounting period, being the average rates over the period for the income statement and the closing rates for the balance sheet at the balance sheet date. CER results are calculated by translating prior period results using the current period foreign exchange rate ie current period average rates for the income statement and current period closing rates for the balance sheet. The exchange movement arising during 2015 recognised in other comprehensive income is: Asia operations* US operations Unallocated to a segment (central funds)† 2015 £m 2014 £m (5) 238 (119) 114 109 243 (137) 215 * Includes cumulative exchange loss of Japan life business of £46 million. † The exchange rate movement unallocated to a segment mainly reflects the translation of currency borrowings which have been designated as a net investment hedge against the currency risk of the investment in Jackson. A2: Adoption of new accounting pronouncements in 2015 The Group has adopted the annual improvements to the IFRS’s 2011-2013 cycle which were effective in 2015. Except for a change to the presentation of the Prudential Capital business as a separate reporting segment, as described in note B1.3, consideration of these improvements has had no impact on the financial statements of the Group. 140 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policiesA3: Accounting policies A3.1 Accounting policies and use of estimates and judgements This note provides detailed accounting policies adopted by the Group to prepare the consolidated financial statements. These accounting policies are applied consistently for all years presented and normally are not subject to changes unless new accounting standards, interpretations or amendments are introduced by the IASB. a Critical accounting policies, accounting estimates and judgements Prudential believes that its critical accounting policies are limited to those referenced in the table below: Critical accounting policies Classification of insurance and investment contracts Measurement of policyholder liabilities and unallocated surplus of with-profits fund Measurement and presentation of derivatives and debt securities of US insurance operations Presentation of results before tax Segmental analysis of results and earnings distributable to shareholders Accounting policy reference A3.1(c) A3.1(d) A3.1(j)(v) A3.1(k) A3.1(m) The preparation of these financial statements requires Prudential to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Prudential evaluates its estimates, including those related to long-term business provisioning and the fair value of assets. The table below sets out items that require the Group to make critical estimates and judgements in applying the relevant accounting policy: Critical accounting estimates and assumptions Classification of insurance and investment contracts Measurement of policyholder liabilities Measurement of deferred acquisition costs Determination of fair value of financial investments Determining impairment relating to financial assets Accounting policy reference A3.1(c) A3.1(d) A3.1(f) A3.1(j)(ii) A3.1(j)(iii) b Basis of consolidation The Group consolidates those investees it is deemed to control. The Group has control over an investee if all three of the following are met: (1) it has power over an investee; (2) it is exposed to, or has rights to, variable returns from its involvement with the investee; and (3) it has ability to use its power over the investee to affect its own returns. i Subsidiaries Subsidiaries are those investees which the Group controls. The vast majority of the Group’s subsidiaries are corporate entities where the Group holds the majority of voting rights and are consolidated. The consolidation of other vehicles held by the Group is discussed below: The Group’s insurance operations invest in a number of limited partnerships, either directly or through unit trusts, through a mix of capital and loans. These limited partnerships are managed by general partners, in which the Group holds equity. Such interest in general partners and limited partnerships provide the Group with voting and similar rights to participate in the governance framework of the relevant activities in which limited partnerships are engaged in. Accounting for the limited partnerships as subsidiaries, joint ventures, associates or other financial investments depends on the terms of each partnership agreement and the shareholdings in the general partners. In the context of direct investment in limited partnerships, the following circumstances may indicate a relationship in which, in substance, the Group controls and consequently consolidates a limited partnership: — The Group has existing rights that give it the current ability to direct the relevant activities of the limited partnership, ie activities that significantly affect the generation of economic returns from the limited partnership’s operation; — The Group has the power to obtain the significant benefits of the activities of the limited partnerships. Generally, it is presumed that the Group has significant benefits if its participation in the limited partnership is greater than 20 per cent; and — The Group has the current ability to join together with other partners to direct the activities of the partnership. The Group performs a reassessment of consolidation whenever there is a change in the substance of the relationship between the Group and a limited partnership. Where the Group is deemed to control a limited partnership, it is treated as a subsidiary and its results, assets and liabilities are consolidated. Where the Group holds a minority share in a limited partnership, with no control over their associated general partners, the investments are carried at fair value through profit or loss within financial investments in the consolidated statement of financial position. The limited partnerships consolidated by the Group include Qualifying Partnerships as defined under the UK Partnerships (Accounts) Regulations 2008 (the ‘Partnerships Act’). Certain of these limited partnerships have taken advantage of the exemption under regulation 7 of the Partnerships Act from the financial statements requirements under regulations 4 to 6, on the basis that these limited partnerships are dealt with on a consolidated basis in these financial statements. 141 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcA3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued ii Joint ventures and associates Joint ventures are joint arrangements arising from a contractual agreement whereby the Group and other investors have joint control of the net assets of the arrangement. In a number of these arrangements, the Group’s share of the underlying net assets may be less than 50 per cent but the terms of the relevant agreement make it clear that control is jointly exercised between the Group and the third party. Associates are entities over which the Group has significant influence, but it does not control. Generally it is presumed that the Group has significant influence if it holds between 20 per cent and 50 per cent voting rights of the entity. With the exception of those referred to below, the Group accounts for its investments in joint ventures and associates by using the equity method of accounting. The Group’s share of profit or loss of its joint ventures and associates is recognised in the income statement and its share of movements in other comprehensive income is recognised in other comprehensive income. The equity method of accounting does not apply to investments in associates and joint ventures held by the Group’s insurance or investment funds including venture capital business or mutual funds or unit trusts, which as allowed by IAS 28, ‘Investments in Associates and Joint Ventures’, are carried at fair value through profit or loss. iii Structured entities Structured entities are those which have been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. In addition to the entities discussed above in A3.1b(i), the Group as part of its business strategy invests in structured entities such as Open-Ended Investment Companies (OEICs), Unit Trusts (UTs), variable interest entities, investment vehicles within separate accounts offered through variable annuities, collateralised debt obligations, mortgage-backed securities, and similar asset-backed securities. Open-ended investment companies and unit trusts The Group invests in OEICs and UTs, which invest mainly in equities, bonds, cash and cash equivalents, and properties. The Group’s percentage ownership in these entities can fluctuate on a daily basis according to the participation of the Group and other investors in them. For these entities, the following circumstances may indicate, in substance, the Group has power over an entity: — The entity is managed by the Group’s asset manager and the Group holds a significant investment in the entity; and — Where the entity is managed by an asset manager outside the Group, Prudential has existing rights that gives it the ability to direct the current activities of the entity. In assessing the Group’s ability to direct an entity, the Group considers its ability relative to other investors. The Group has a limited number of OEICs and UTs where it considers it has such ability. For an entity managed by asset managers outside the Group with no current ability to direct its activities, the Group is deemed to have no power over such an entity. For those entities managed by the Group’s asset managers, it is generally presumed that the Group is exposed to, or has rights to, variable returns from an entity and has ability to use its power to affect its own returns where the Group’s holding is greater than 50 per cent and is deemed to have no significant influence over an entity for holdings less than 20 per cent. For holdings between 20 per cent and 50 per cent, the Group performs an assessment of power and associated control over an entity on a case-by-case basis. For these entities, the following circumstances may indicate that the Group controls an entity: — The Group has power over the relevant activities of the entity; and — The exposure, or rights, to variable returns (including administrative and performance fees earned by the Group’s asset manager) from the entity is higher than the Group’s interest. Where the Group is deemed to control these entities they are treated as a subsidiary and are consolidated, with the interests of investors other than the Group being classified as liabilities and appear as net asset value attributable to unit holders of consolidated unit trusts and similar funds. Where the Group does not control these entities (as it is deemed to be acting as an agent) and they do not meet the definition of associates, they are carried at fair value through profit or loss within financial investments in the consolidated statement of financial position. Where the Group’s asset manager sets up the OEICs and UTs as part of asset management operations, the Group’s interest is limited to the administration fees charged to manage the assets of such entities. With no participation in these entities, the Group does not retain risks associated with OEICs and UTs. For these open-ended investment companies and unit trusts, the Group is not deemed to control the entities but to be acting as an agent. The Group generates returns and retains the ownership risks in investment vehicles commensurate to its participation and does not have any further exposure to the residual risks of these investment vehicles. 142 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continuedJackson’s separate account assets Jackson offers variable contracts that invest contract holders’ premiums, at the contract holders’ direction, in investment vehicles (‘Separate Accounts’) that invest in equity, fixed income, bonds and money market mutual funds. The contract holder retains the underlying returns and the ownership risks related to the separate accounts and its underlying investments. The shareholders’ economic interest in separate accounts is limited to the administrative fees charged. The separate accounts are set up as separate regulated entities governed by a Board of Governors or trustees for which the majority of the members are independent of Jackson or any affiliated entity. The independent members represent contract holders’ interest and are responsible for any decision making that impacts contract holders’ interest and governs the operational activities of the entities’ advisers, including asset managers managing the investment vehicles. Accordingly, the Group does not control these vehicles. These investments are carried at fair value through profit or loss within financial investments in the consolidated statement of financial position. Other structured entities The Group holds investments in mortgage-backed securities, collateralised debt obligations and similar asset-backed securities that are actively traded in a liquid market. The Group is not the sponsor of the vehicles in which it holds investments and has no administrative rights over the vehicles’ activities. The Group generates returns and retains the ownership risks commensurate to its holding and its exposure to the investments. Accordingly the Group does not have power over the relevant activities of such vehicles and all are carried at fair value through profit or loss within financial investments in the consolidated statement of financial position. The table below provides aggregate carrying amounts of the investments in unconsolidated structured entities reported in the Group’s statement of financial position: Statement of financial position line items Equity securities and portfolio holdings in unit trusts Debt securities Total 2015 £m 2014 £m OEICs/UTs Separate account assets Other structured entities OEICs/UTs Separate account assets Other structured entities 12,945 – 12,945 91,022 – 91,022 – 11,735 11,735 12,690 – 12,690 81,741 – 81,741 – 12,715 12,715 The Group generates returns and retains the ownership risks in these investments commensurate to its participation and does not have any further exposure to the residual risks or losses of the investments or the vehicles in which it holds investments. As at 31 December 2015, the Group does not have an agreement, contractual or otherwise, or intention to provide financial support to structured entities that could expose the Group to a loss. c Classification of insurance and investment contracts 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 a pre-existing risk, other than financial risk, transferred from the contract holder to the contract issuer. If significant insurance risk is transferred to the Group then it is classified as an insurance contract. Contracts that transfer financial risk to the Group 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. Business units Asia US UK Insurance contracts and investment contracts with discretionary participation features Investment contracts without discretionary participation features — With-profits contracts — Non-participating term contracts — Whole life contracts — Unit-linked policies — Accident and health policies — Variable annuity contracts — Fixed annuity contracts — Life insurance contracts — Minor amounts for a number of small categories of business — Guaranteed investment contracts (GICs) — Minor amounts of ‘annuity certain’ contracts — With-profits contracts — Bulk and individual annuity business — Non-participating term contracts — Certain unit-linked savings and similar contracts 143 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcA3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued d Measurement of policyholder liabilities and unallocated surplus of with-profits funds The measurement basis of policyholder liabilities is dependent upon the classification of the contracts under IFRS 4 described in note A3.1(c) above. IFRS 4 permits the continued usage of previously applied Generally Accepted Accounting Practices (GAAP) for insurance contracts and investment contracts with discretionary participating features. Accordingly, except for UK regulated with-profits funds which were measured under FRS 27 as discussed below, the modified statutory basis of reporting as set in the Statement of Recommended Practice issued by Association of British Insurers (ABI SORP) was adopted by the Group on first time adoption of IFRS in 2005. FRS 27 and the ABI SORP were withdrawn in the UK for the accounting periods beginning in or after 2015. As used in these consolidated financial statements, the terms ‘FRS 27’ and the ‘ABI SORP’ refer to the requirements of these pronouncements prior to their withdrawal. For investment contracts that do not contain discretionary participating features, IAS 39 is applied and, where the contract includes an investment management element, IAS 18, ‘Revenue’, applies. For with-profits funds, as the shareholders’ participation in the cost of bonuses arises only on distribution, the Group has elected to account for the unallocated surplus of UK regulated with-profits funds as a liability with no allocation to equity. The policy of measuring contract liabilities at business unit level is noted below. Additional details are discussed in note C4.2. i Insurance contracts Asia insurance operations The policyholder liabilities for businesses in Asia are determined in accordance with methods prescribed by local GAAP adjusted to comply, where necessary, with the modified statutory basis. Refinements to the local reserving methodology are generally treated as changes in estimates, dependent on their nature. For the operations in India, Taiwan and, up until 2015, Japan, the local GAAP is not appropriate as a starting point in the context of the modified statutory basis, and, instead, the accounting for insurance contracts is based on US GAAP. For these operations the business written is primarily non-participating linked and participating business. The future policyholder benefit provisions for non-participating 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 operations include provisions for the policyholders’ interest in investment gains and other surpluses that have yet to be declared as bonuses. While the basis of valuation of liabilities in this business is in accordance with the requirements of the ABI SORP, it may differ from that determined on the modified statutory basis for UK operations with the same features. US insurance operations In accordance with the modified statutory basis, the policyholder liabilities for Jackson’s conventional protection-type policies are determined under US GAAP principles with locked-in assumptions for mortality, interest, policy lapses and expenses along with provisions for adverse deviations. For other policies, the policyholder liabilities includes the policyholder account balance. Acquisition costs are accounted for as explained in note A3.1(f) below. UK insurance operations The UK regulated with-profits funds are accounted for by the voluntary application of the UK accounting standard FRS 27 ‘Life Assurance’ that requires liabilities to be calculated as the realistic basis liabilities. The realistic basis liabilities are measured by reference to the PRA’s Peak 2 basis of reporting. This Peak 2 basis requires the value of liabilities to be calculated as: — A with-profits benefits reserve; plus — Future policy related liabilities; plus — The realistic current liabilities of the fund. The with-profits benefits reserve is primarily based on the retrospective calculation of accumulated asset shares but is adjusted to reflect future policyholder benefits and other outgoings. Asset shares broadly reflect the policyholders’ share of the with-profits fund assets attributable to their policies. The future policy-related liabilities 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 Peak 2 basis realistic liabilities for with-profits business currently include the element for the shareholders’ share of the future cost of bonuses consistent with the contract asset shares. For accounting purposes under FRS 27, this latter item is not shown as part of contract liabilities. This is because, consistent with the current basis of financial reporting, shareholder transfers are recognised only on declaration. Instead, the shareholders’ share of future costs of bonuses is included within the liabilities for unallocated surplus. 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 benefits are based on published mortality tables adjusted to reflect actual experience. 144 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continued ii Investment contracts with discretionary participation features For investment contracts with discretionary participation features, the accounting basis is consistent with the accounting for similar with-profits insurance contracts. iii Investment contracts without discretionary participation features The measurement of investment contracts without discretionary participation features is carried out in accordance with IAS 39 to reflect the deposit nature of the arrangement, with premiums and claims reflected as deposits and withdrawals and taken directly to the statement of financial position as movements in the financial liability balance. Under IFRS, investment contracts (excluding those with discretionary participation features) accounted for as financial liabilities in accordance with IAS 39 which also offer investment management services, require the application of IAS 18 for the revenue attached to these services. 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. For those investment contracts in the US with fixed and guaranteed terms, the Group uses the amortised cost model to measure the liability. Those investment contracts without fixed and guaranteed terms are designated as fair value through profit or loss because the resulting liabilities are managed and their performance is evaluated on a fair value basis. Where the contract includes a surrender option its carrying value is subject to a minimum carrying value equal to its surrender value. iv Unallocated surplus of with-profits funds 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. As allowed under IFRS 4, the Group has opted to continue to record unallocated surplus of with-profits funds wholly as a liability with no allocation to equity. 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. e Reinsurance The measurement of reinsurance assets is consistent with the measurement of the underlying direct insurance contracts. The treatment of any gains or losses arising on the purchase of reinsurance contracts is dependent on the underlying accounting basis of the entity concerned. f Deferred acquisition costs for insurance contracts Except for acquisition costs of with-profits contracts of the UK regulated with-profits funds, which are accounted for under the realistic PRA regime, costs of acquiring new insurance business are accounted for in a way that is consistent with the principles of the ABI SORP with deferral and amortisation against margins in future revenues on the related insurance policies. Costs of acquiring new insurance business, principally commissions, marketing and advertising and certain other costs associated with policy insurance and underwriting that are not reimbursed by policy charges, are specifically identified and capitalised as part of deferred acquisition costs. In general, this deferral is presentationally shown by an explicit carrying value in the balance sheet. However, in some Asia operations the deferral is implicit through the reserving methodology. The recoverability of the explicitly and implicitly deferred acquisition costs is measured and are deemed impaired if the projected margins are less than the carrying value. To the extent that the future margins differ from those anticipated, then an adjustment to the carrying value will be necessary. The deferral and amortisation of acquisition costs is of most relevance to the Group’s results for Asia and US insurance operations. The deferred acquisition costs for US and some Asia operations are determined with reference to US GAAP principles. Asia insurance operations For those territories applying US GAAP to insurance assets and liabilities, as permitted by the ABI SORP, principles similar to those set out in the US insurance operations paragraph below are applied to the deferral and amortisation of acquisition costs. For other territories in Asia, the general principles of the ABI SORP are applied with, as described above, deferral of acquisition costs being either explicit or implicit through the reserving basis. 145 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcA3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued US insurance operations Under IFRS 4, the Group applies ‘grandfathered’ US GAAP for measuring the insurance assets and liabilities of US insurance operations. The Group applies FAS ASU 2010-26 on ‘Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts’ and capitalises only those incremental costs directly relating to successfully acquiring a contract. For term business, acquisition costs are deferred and amortised in line with expected premiums. For annuity and interest-sensitive life business, acquisition costs are deferred and amortised in line with expected gross profits on the relevant contracts. For fixed and fixed index annuity and interest-sensitive life business, the key assumption is the long-term spread between the earned rate on investments 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 terminations other than deaths (including the related charges), all of which are based on a combination of Jackson’s actual industry experience and future expectations. A detailed analysis of actual mortality, lapse and expenses experience is performed using internally developed experience studies. For US variable annuity business, a key assumption is the long-term investment return from the separate accounts, which is determined using a mean reversion methodology. 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 assumed long-term level of returns from the separate accounts is maintained. The projected rates of return are capped at no more than 15 per cent for each of the next five years. 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. The level of acquisition costs carried in the statement of financial position is also sensitive to unrealised valuation movements on debt securities held to back the liabilities and solvency capital. Further details are discussed in note C5.1(b). As permitted by IFRS 4, Jackson uses shadow accounting to make adjustments to the deferred acquisition costs which are recognised directly in other comprehensive income. Jackson accounts for the majority of its investment portfolio on an available-for-sale basis whereby unrealised gains and losses are recognised in other comprehensive income. 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 deferred acquisition costs and deferred income, these adjustments are recognised in other comprehensive income to be consistent with the treatment of the gains or losses on the securities. More precisely, shadow deferred acquisition costs adjustments reflect the change in deferred acquisition costs that would have arisen if the assets held in the statement of financial position had been sold, crystallising unrealised gains or losses, and the proceeds reinvested at the yields currently available in the market. UK insurance operations For UK regulated with-profits funds where the Prudential Regulation Authority (PRA) realistic regime is applied, the basis of setting liabilities is such that it would be inappropriate for acquisition costs to be deferred, therefore these costs are expensed as incurred. The majority of the UK shareholder-backed business is individual and Group annuity business where the deferral of acquisition costs is negligible. g Liability adequacy test The Group performs adequacy testing on its insurance liabilities to ensure that the carrying amounts (net of related deferred acquisition costs) and, where relevant, present value of acquired in-force business is sufficient to cover current estimates of future cash flows. Any deficiency is immediately charged to the income statement. h Earned premiums, policy fees and claims paid Premium and annuity considerations for conventional with-profits policies and other protection type insurance policies are recognised as revenue when due. Premiums and annuity considerations for linked policies, unitised with-profits and other investment type policies are recognised as revenue when received or, in the case of unitised or unit-linked policies, when units are issued. These amounts exclude premium taxes and similar duties where Prudential collects and settles taxes borne by the customer. 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 as charges on the policy maturity date. Annuity claims are recorded when each annuity instalment becomes due for payment. Surrenders are charged to the income statement when paid and death claims are recorded when notified. i Investment return Investment return included in the income statement principally comprises interest income, dividends, investment appreciation/ depreciation (realised and unrealised gains and losses) on investments designated as fair value through profit or loss, and realised gains and losses (including impairment losses) on items held at amortised cost and Jackson’s debt securities designated as available-for-sale. Movements in unrealised appreciation/depreciation of Jackson’s debt securities designated as available-for-sale are recorded in other comprehensive income. Interest income is recognised as it accrues, taking into account the effective yield on investments. Dividends on equity securities are recognised on the ex-dividend date and rental income is recognised on an accrual basis. 146 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continuedj Financial investments other than instruments classified as long-term business contracts i Investment classification The Group holds financial investments in accordance with IAS 39, whereby subject to specific criteria, financial instruments are required to be accounted for under one of the following categories: — Financial assets and liabilities at fair value through profit or loss – this comprises assets and liabilities designated by management as fair value through profit or loss on inception and derivatives that are held for trading. These investments are measured at fair value with all changes thereon being recognised in investment return in the income statement; — Financial investments on an available-for-sale basis – this comprises assets that are designated by management as available-for-sale and/or do not fall into any of the other categories. These assets are initially recognised at fair value plus attributable transaction costs. For available-for-sale debt securities, the difference between their cost and par value is amortised to the income statement using the effective interest rate. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset; — Available-for-sale assets are subsequently measured 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 other comprehensive income. Upon disposal or impairment, accumulated unrealised gains and losses are transferred from other comprehensive income to the income statement as realised gains or losses; and — Loans and receivables – except for those designated as at fair value through profit or loss or available-for-sale, these instruments comprise non-quoted investments that have fixed or determinable payments. These instruments include loans collateralised by mortgages, deposits, loans to policyholders and other unsecured loans and receivables. These investments are initially recognised at fair value plus transaction costs. Subsequently, these instruments are carried at amortised cost using the effective interest method. The Group uses the trade date method to account for regular purchases and sales of financial assets. ii Use of fair value The Group uses current bid prices to value its investments with quoted prices. Actively traded investments without quoted prices are valued using prices provided by third parties as described further in note C3.2. If there is no active established market for an investment, the Group applies an appropriate valuation technique such as a discounted cash flow technique. 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 can 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 eg market illiquidity. When the markets are not active, there is generally no or limited observable market data to account for financial investments at fair value. 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 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 financial investments. Financial investments measured at fair value are classified into a three level hierarchy as described in note C3.2(b). 147 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc A3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued iii Determining impairment in relation to financial assets Available-for-sale securities The majority of Jackson’s debt securities portfolio are accounted for on an available-for-sale basis. The consideration of evidence of impairment requires management’s judgement. In making this determination the factors considered include, for example: Determining factors Consideration of evidence of impairment Whether the decline of the financial investment’s fair value is substantial The impact of the duration of the security on the calculation of the revised estimated cash flows A substantial decline in fair value might be indicative of a credit loss event that would lead to a measurable decrease in the estimated future cash flows. The duration of a security to maturity helps to inform whether assessments of estimated future cash flows that are higher than market value are reasonable. The duration and extent to which the amortised cost exceeds fair value This factor provides an indication of how the contractual cash flows and effective interest rate of a financial asset compares with the implicit market estimate of cash flows and the risk attaching to a ‘fair value’ measurement. The length of time for which that level of difference has been in place may also provide further evidence as to whether the market assessment implies an impairment loss has arisen. The financial condition and prospects of the issuer These factors and other observable conditions may indicate that an investment is impaired. If a loss event that will have a detrimental effect on cash flows is identified, an impairment loss is recognised in the income statement. The loss recognised is determined as the difference between the book cost and the fair value of the relevant impaired securities. This loss comprises the effect of the expected loss of contractual cash flows and any additional market-price-driven temporary reductions in values. For Jackson’s residential mortgage-backed and other asset-backed securities, all of which are classified as available-for-sale, 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 effects. After applying a cash flow simulation an indication is obtained as to whether or not the security has suffered, or is anticipated to suffer, contractual principal or interest payment shortfalls. If a shortfall applies an impairment charge is recorded. The difference between the fair value and book cost for unimpaired securities designated as available-for-sale is accounted for as unrealised gains or losses, with the movements unless impaired in the accounting period being included in other comprehensive income. 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. Additional details on the impairments of the available-for-sale securities of Jackson are described in note C3.5(d). 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. Certain mortgage loans of the UK insurance operations and, consequent upon the purchase of REALIC in 2012 by Jackson, policy loans held to back funds withheld under reinsurance arrangements have been designated at fair value through profit or loss, as these loan portfolios are managed and evaluated on a fair value basis. Assets carried at cost or amortised cost are subject to impairment testing where appropriate under IFRS requirements. 148 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continuedReversal of impairment loss 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). iv 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 may designate certain derivatives as hedges. For 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 is recognised in other comprehensive income. 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 is recognised directly within the other comprehensive income of the foreign operation. The Group does not regularly seek to apply fair value or cash flow hedging treatment under IAS 39. The Group has no fair value and cash flows hedges under IAS 39 at 31 December 2015 and 2014. All derivatives that are not designated as hedging instruments 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 UK with-profits funds the derivative programme is used for the purposes of efficient portfolio management or reduction in investment risk. For shareholder-backed UK annuity business the derivatives are held to contribute to the matching as far as practical, of asset returns and duration with those of liabilities to policyholders. The carrying value of these liabilities is sensitive to the return on the matching financial assets including derivatives held. For Jackson, an extensive derivative programme is maintained. Value movements on the derivatives held can be very significant in their effect on shareholder results. Further details on this aspect of the Group’s financial reporting are described in note B1.2. v Measurement and presentation of derivatives and debt securities of US insurance operations The policies for these items are significant factors in contributing to the volatility of the income statement result and shareholders’ equity. 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. For derivative instruments of Jackson that are entered into to mitigate economic exposures, the Group has considered 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; — 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. Taking account of these considerations, the Group has decided that, except for occasional circumstances, 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. This volatility is reflected in the level of short-term fluctuations in investment returns, as shown in notes B1.1 and B1.2. 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 other comprehensive income. Impairments are recorded in the income statement. 149 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcA3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued vi Embedded derivatives Embedded derivatives are present in host contracts issued by various Group companies, in particular Jackson. They are embedded within other non-derivative host financial instruments and insurance contracts to create hybrid instruments. Embedded derivatives meeting the definition of an insurance contract are accounted for under IFRS 4. 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. For Jackson’s ‘not for life’ Guaranteed Minimum Withdrawal Benefit and Fixed Index Annuity reserves the determination of fair value requires assumptions regarding future mix of Separate Account assets, equity volatility levels, and policyholder behaviour. In addition, the Group applies the option under IFRS 4 to not separate and fair value surrender options embedded in host contracts and with-profits investment contracts whose strike price is either a fixed amount or a fixed amount plus interest. Further details on the valuation basis for embedded derivatives attaching to Jackson’s life assurance contracts are provided in note C4.2. vii Securities lending and reverse repurchase agreements The Group is party to various securities lending agreements (including repurchase agreements) under which securities are loaned to third parties on a short-term 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. 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 statement of financial position. The Group is also party to various reverse repurchase agreements under which securities are purchased from third parties with an obligation to resell the securities. The securities are not recognised as investments in the statement of financial position. viii 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 derecognises financial liabilities only when the obligation specified in the contract is discharged, cancelled or has expired. ix Financial liabilities designated at fair value through profit or 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 or 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. k 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 B5. Reported profit before the total tax charge is not representative of pre-tax profits attributable to shareholders. Accordingly, 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. l Segments Under IFRS 8 ‘Operating Segments’, the Group determines and presents operating segments based on the information that is internally provided to the Group Executive Committee which is the Group’s chief operating decision maker. The operating segments identified by the Group reflect the Group’s organisational structure, which is by both geography (Asia, US and UK) and by product line (insurance operations and asset management). The products of the insurance operations contain both significant and insignificant levels of insurance risk. The products are managed together and there is no distinction between these two categories other than for accounting purposes. This segment also includes the commission earned on general insurance business and investment subsidiaries held to support the Group’s insurance operations. Asset management comprises 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 insurance operations segments, and the regulatory environment of the asset management industry differs from that of the insurance operations segments. Further information on the Group’s operating segments is provided in note B1.3. 150 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continuedm Segmental analysis of results and earnings attributable to shareholders The Group uses operating profit based on longer-term investment returns as the segmental measure of its results. The basis of calculation is disclosed in note B1.3. For shareholder-backed business, with the exception of debt securities held by Jackson and assets classified as loans and receivables at amortised cost, all financial investments and investment property are designated as assets at fair value through profit or loss. The short-term fluctuations affect the result for the year and the Group provides additional analysis of results before and after the effects of short-term fluctuations in investment returns, together with other items that are of a short-term, volatile or one-off nature. The effects of short-term fluctuations include asymmetric impacts where the measurement bases of the liabilities and associated derivatives used to manage the Jackson annuity business differ as described in note B1.2. Short-term fluctuations in investment returns on assets held by with-profits fund, do not affect directly reported shareholder results. This is because (i) the unallocated surplus of with-profits funds is accounted for as a liability 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. n 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 or for hybrid debt, over the expected life of the instrument. o Investment properties Investments in leasehold and freehold properties not for occupation by the Group, including properties under development for future use as investment properties, 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 by taking into consideration the advice of professional external valuers using the Royal Institution of Chartered Surveyors valuation standards. Each property is externally valued at least once every three years. 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. p Pension 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 statement of financial position. 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 such that the financial position recorded for the scheme reflects the higher of any underlying IAS 19 deficit and the obligation for deficit funding. The Group utilises the projected unit credit method to calculate the defined benefit obligation. This method sees each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final 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 include several insurance contracts that have been issued by the Group. These assets are excluded from plan assets in determining the pension surplus or deficit recognised in the consolidated statement of financial position. The aggregate of the actuarially determined service costs of the currently employed personnel and the net interest on the net defined benefit liability (asset) at the start of the period, is charged to the income statement. Actuarial and other gains and losses as a result of changes in assumptions or experience variances are recognised as other comprehensive income. Contributions to the Group’s defined contribution schemes are expensed when due. q Share-based payments and related movements in own shares The Group offers share award and option plans for certain key employees and a Save As You Earn plan for all UK and certain overseas employees. 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 Company has established trusts to facilitate the delivery of Prudential plc shares under employee incentive plans and savings-related share option schemes. The cost to the Company of acquiring these treasury shares held in trusts is shown as a deduction from shareholders’ equity. 151 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc A3: Accounting policies continued A3.1 Accounting policies and use of estimates and judgements continued r Tax Current tax expense is charged or credited based upon amounts estimated to be payable or recoverable as a result of taxable amounts for the current year and adjustments made in relation to prior years. Prudential is subject to tax in numerous jurisdictions and the calculation of the total tax charge inherently involves a degree of estimation and judgement. The positions taken in tax returns where applicable tax regulation is subject to interpretation are recognised in full in the determination of the tax charge in the financial statements if the Group considers that it is probable that the taxation authority will accept those positions. Otherwise, provisions are established based on management’s estimate and judgement of the likely amount of the liability, or recovery. The total tax charge includes tax expense attributable to both policyholders and shareholders. The tax expense attributable to policyholders comprises the tax on the income of the consolidated with-profits and unit-linked funds. In certain jurisdictions, such as the UK, life insurance companies are taxed on both their shareholders’ profits and on their policyholders’ insurance and investment returns on certain insurance and investment products. Although both types of tax are included in the total tax charge in the Group’s consolidated income statement, they are presented separately in the consolidated income statement to provide the most relevant information about tax that the Group pays on its profits. Deferred taxes are provided under the liability method for all relevant temporary differences. 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. Deferred tax assets are only recognised when it is more likely than not that future taxable profits will be available against which these losses can be utilised. Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on tax rates (and laws) that have been enacted or are substantively enacted at the end of the reporting period. s 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 acquisition consideration over the fair value of the assets and liabilities of the acquired entity is recorded as goodwill. Expenses related to acquiring new subsidiaries are expensed in the period in which they are incurred. Income and expenses of acquired entities are included in the income statement from the date of acquisition. Income 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 adjusted for foreign exchange movements attaching to the sold entity that are required to be recycled to the income statement under IAS 21. t Goodwill Goodwill arising on acquisitions of subsidiaries and businesses is capitalised and carried on the Group statement of financial position 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. u Intangible assets Intangible assets acquired on the purchase of a subsidiary or portfolio of contracts are measured at fair value on acquisition. Deferred acquisition costs are accounted for as described in notes A3.1(d) and A3.1(f) above. Other intangible assets, such as distribution rights and software, are valued initially at the price paid to acquire them and are subsequently carried at cost less amortisation and any accumulated impairment losses. Distribution rights relate to fees paid under bancassurance partnership arrangements for bank distribution of products for the term of the contract. Amounts for distribution rights are amortised on a basis to reflect the pattern in which the future economic benefits are expected to be consumed by reference to new business production levels. The same principles apply to determining the amortisation method for other intangible assets unless the pattern cannot be determined reliably, in which case a straight-line method is applied. Amortisation of intangible assets is charged to the ‘acquisition costs and other expenditure’ line in the consolidated income statement. v 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. w Shareholders’ dividends Interim dividends are recorded in the period in which they are paid. Final dividends are recorded in the period in which they are approved by shareholders. x 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. 152 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continuedy 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, ie 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 while 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 in the statement of comprehensive income. Foreign currency borrowings that are used to provide a hedge against Group equity investments in overseas subsidiaries are translated at year end exchange rates and movements recognised in other comprehensive income. 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. z 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 and consolidated unit trusts and OEICs, 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 potentially dilutive 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. No adjustment is made if the impact is anti-dilutive overall. A3.2 New accounting pronouncements not yet effective The following standards, interpretations and amendments have been issued but are not yet effective in 2015, 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 could have an impact upon the Group’s financial statements are discussed. Accounting pronouncements endorsed by the EU but not yet effective Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38) The amendments published in May 2014 provide additional guidance on how the depreciation or amortisation of property, plant and equipment and intangible assets should be calculated. They are effective for annual periods beginning on or after 1 January 2016, with earlier application being permitted. The Group has assessed the impact of the amendments and determined that they are not likely to have a significant impact on the Group’s financial statements. Annual improvements to IFRSs – 2012-2014 Cycle The annual improvements 2012-2014 Cycle include minor changes to four IFRSs, and is effective for annual periods beginning on or after 1 January 2016. The Group is assessing the impact of these amendments but they are not expected to have a significant impact on the Group’s financial statements. Accounting pronouncements not yet endorsed by the EU Amendments to IAS 1 Disclosure Initiative In December 2014, the IASB published ‘Disclosure Initiative (Amendments to IAS 1)’. The amendments aim at clarifying, rather than significantly changing, IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports. The amendments are effective for annual periods beginning on or after 1 January 2016 and clarify materiality requirements, aggregation of specific line items in the financial statements and ordering of the notes. We have reviewed the amendments and do not envisage any significant change. IFRS 15 ‘Revenue from Contracts with Customers’ This standard effective for annual periods beginning on or after 1 January 2018, provides a single framework to recognise revenue from contracts with different characteristics and overrides the framework provided for such contracts in other standards. The contracts excluded from the scope of this standard include: — Lease contracts within the scope of IAS 17 ’Leases’; — Insurance contracts within the scope of IFRS 4 ‘Insurance Contracts’; and — Financial instruments within the scope of IAS 39 ‘Financial Instruments’. As a result of the scope exclusion above, this standard is of particular relevance only to the revenue recognition of the Group’s asset management contracts and the measurement of the Group’s investment contracts that do not contain discretionary participating features where the contracts include an investment management element. The Group is assessing the impact of this standard but it is not expected to have a significant impact on the Group’s financial statements. 153 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcA3: Accounting policies continued A3.2 New accounting pronouncements not yet effective continued IFRS 16 ‘Leases’ In January 2016, the IASB published a new standard, IFRS 16 ‘Leases’. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 is effective for periods beginning on or after 1 January 2019, with earlier adoption permitted if IFRS 15 ‘Revenue from Contracts with Customers’ has also been applied. The Group is assessing the impact of this standard. IFRS 9 ‘Financial instruments: Classification and Measurement’ In July 2014, the IASB published a complete version of IFRS 9 with the exception of macro hedge accounting. The standard becomes mandatorily effective for the annual periods beginning on or after 1 January 2018, with early application permitted and transitional rules apply. In December 2015, the IASB published for consultation an exposure draft of proposed amendments to IFRS 4 to address the temporary consequences of the different effective dates of IFRS 9 and the new insurance contracts standard. The proposals in the exposure draft includes an optional temporary exemption from applying IFRS 9 that would be available to companies whose predominant activity is to issue insurance contracts. Such a deferral would be available until the new Insurance Contracts Standard comes into effect (but it could not be used after 1 January 2021). The comment period closed on 8 February 2016. This standard replaces the existing IAS 39 ‘Financial Instruments – Recognition and Measurement’, and will affect: — The classification and the measurement of financial assets and liabilities. Under IFRS 9, financial assets are classified under one of the following categories: amortised cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL) based on their contractual cash flow characteristics and/or the business model in which they are held. The existing amortised cost measurement for financial liabilities is largely maintained under IFRS 9 but for financial liabilities designated at FVTPL, changes in fair value due to changes in entity’s own credit risk are to be recognised in other comprehensive income; — The calculation of the impairment charge relevant for financial assets held at amortised cost or FVOCI. A new impairment model based on an expected credit loss approach replaces the existing IAS 39 incurred loss impairment model; and — The hedge accounting requirements which are more closely aligned with the risk management activities of the Company. The Group is assessing the impact of this standard in conjunction with the requirements of the IASB’s proposals for insurance contracts accounting as they are developed to a final standard. The adoption of the requirements of IFRS 9 may result in reclassification of certain of the Group’s financial assets and hence lead to a change in the measurement of these instruments or the performance reporting of value movements. In addition, for any investments classified as FVOCI, as noted above, the impairment provisioning approach is altered from the current IAS 39 approach. The Group does not currently apply hedge accounting for most of its derivative programmes but will reconsider its approach in light of new requirements under the standard on adoption. 154 Prudential plc Annual Report 2015 www.prudential.co.ukA: Background and accounting policies continued B1: Analysis of performance by segment B1.1 Segment results – profit before tax Asia operations Asia insurance operations Eastspring Investments Total Asia operations US operations Jackson (US insurance operations) Broker-dealer and asset management Total US operations UK operations UK insurance operations: Long-term business* General insurance commission note (i) Total UK insurance operations M&G Prudential Capital Total UK operations Total segment profit Other income and expenditure Investment return and other income Interest payable on core structural borrowings Corporate expenditure note (ii) Total Solvency II implementation costs Restructuring costs note (iii) Results of the sold PruHealth and PruProtect businesses* Operating profit based on longer-term investment returns Short-term fluctuations in investment returns on shareholder- backed business Amortisation of acquisition accounting adjustments note (iv) Gain on sale of PruHealth and PruProtect businesses note (v) Cumulative exchange loss on the sold Japan life business recycled from other comprehensive income Costs of domestication of Hong Kong branch note (vi) Profit before tax attributable to shareholders Basic earnings per share (in pence) 2015 £m 2014 £m % Note AER note (vii) CER note (vii) 2015 vs 2014 AER note (vii) 2015 vs 2014 CER note (vii) 1,209 115 1,324 1,691 11 1,702 1,167 28 1,195 442 19 1,656 4,682 1,050 90 1,140 1,431 12 1,443 729 24 753 446 42 1,040 91 1,131 1,543 13 1,556 729 24 753 446 42 1,241 3,824 1,241 3,928 14 (312) (319) (617) (43) (15) – 15 (341) (293) (619) (28) (14) 23 15 (341) (293) (619) (28) (14) 23 4,007 3,186 3,290 (737) (76) – (46) – (574) (79) 86 – (5) (650) (85) 86 – (5) 3,148 2,614 2,636 15% 28% 16% 18% (8)% 18% 60% 17% 59% (1)% (55)% 33% 22% (7)% 9% (9)% 0% (54)% (7)% n/a 26% (28)% 4% n/a n/a n/a 20% 16% 26% 17% 10% (15)% 9% 60% 17% 59% (1)% (55)% 33% 19% (7)% 9% (9)% 0% (54)% (7)% n/a 22% (13)% 11% n/a n/a n/a 19% 2015 2014 % AER note (vii) CER note (vii) 2015 vs 2014 AER note (vii) 2015 vs 2014 CER note (vii) B4(b) B1.2 D2 B6 Based on operating profit based on longer-term investment returns Based on profit for the year 125.8p 101.0p 96.6p 86.9p 99.5p 87.9p 30% 16% 26% 15% * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. Notes (i) The Group’s UK insurance operations transferred its general insurance business to Churchill in 2002. General insurance commission represents the commission receivable net of expenses for Prudential-branded general insurance products as part of this arrangement, which terminates at the end of 2016. (ii) Corporate expenditure as shown above is for Group Head Office and Asia Regional Head Office. (iii) Restructuring costs are incurred in the UK and represent one-off business development expenses. (iv) Amortisation of acquisition accounting adjustments principally relate to the acquired REALIC business of Jackson. (v) (vi) On 1 January 2014, the Hong Kong branch of the Prudential Assurance Company Limited was transferred to separate subsidiaries established in Hong Kong. (vii) For definitions of AER and CER refer to note A1. In November 2014, PAC completed the sale of its 25 per cent equity stake in the PruHealth and PruProtect businesses to Discovery Group Europe Limited. 155 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB: Earnings performanceB1: Analysis of performance by segment continued B1.2 Short-term fluctuations in investment returns on shareholder-backed business Insurance operations: Asia note (i) US note (ii) UK note (iii) Other operations note (iv) Total 2015 £m 2014 £m (119) (424) (120) (74) (737) 178 (1,103) 464 (113) (574) Notes (i) Asia insurance operations In Asia, the negative short-term fluctuations of £(119) million (2014: positive £178 million) primarily reflect net unrealised movements on bond holdings following rises in bond yields across the region during the year. (ii) US insurance operations The short-term fluctuations in investment returns for US insurance operations are reported net of related credit for amortisation of deferred acquisition costs, of £93 million as shown in note C5.1(b) (2014: £653 million) and comprise amounts in respect of the following items: Net equity hedge result note (a) Other than equity-related derivatives note (b) Debt securities note (c) Equity-type investments: actual less longer-term return Other items Total Notes (a) Net equity hedge result 2015 £m 2014 £m (504) 29 1 19 31 (424) (1,574) 391 47 16 17 (1,103) The purpose of the inclusion of this item in short-term fluctuations in investment returns is to segregate the amount included in pre-tax profit that relates to the accounting effect of market movements on both the measured value of guarantees in Jackson’s variable annuity and fixed index annuity products and on the related derivatives used to manage the exposures inherent in these guarantees. As the Group applies US GAAP for the measured value of the product guarantees this item also includes asymmetric impacts where the measurement bases of the liabilities and associated derivatives used to manage the Jackson annuity business differ as described below. The result comprises the net effect of: – The accounting value movements on the variable and fixed index annuity guarantee liabilities; – Adjustments in respect of fee assessments and claim payments; – Fair value movements on free standing equity derivatives; and – Related changes to DAC amortisation in accordance with the policy that DAC is amortised in line with emergence of margins. Movements in the accounting values of the variable annuity guarantee liabilities include those for: – The Guaranteed Minimum Death Benefit (GMDB), and the ‘for life’ portion of Guaranteed Minimum Withdrawal Benefit (GMWB) guarantees which are valued under the US GAAP insurance measurement basis applied for IFRS in a way that is substantially less sensitive to the effect of equity market and interest rate changes. These represent the majority of the guarantees offered by Jackson; and – The ‘not for life’ portion of GMWB embedded derivative liabilities which are required to be fair valued. Fair value movements on these liabilities include the effects of changes to levels of equity markets, implied volatility and interest rates. The free-standing equity derivatives are held to manage equity exposures of the variable annuity guarantees and fixed index annuity embedded options. The net equity hedge result therefore includes significant accounting mismatches and other factors that detract from the presentation of an economic result. These other factors include: – The variable annuity guarantees and fixed index annuity embedded options being only partially fair valued under ‘grandfathered’ GAAP; – The interest rate exposure being managed through the other than equity-related derivative programme explained in note (b) below; and – Jackson’s management of its economic exposures for a number of other factors that are treated differently in the accounting frameworks such as future fees and assumed volatility levels. (b) Other than equity-related derivatives The fluctuations for this item comprise the net effect of: – Fair value movements on free standing, other than equity-related derivatives; – Accounting effects of the Guaranteed Minimum Income Benefit (GMIB) reinsurance; and – Related amortisation of DAC. The free-standing, other than equity-related derivatives, are held to manage interest rate exposures and durations within the general account and the variable annuity guarantees and fixed index annuity embedded options described in note (a) above. The direct Guaranteed Minimum Income Benefit (GMIB) liability is valued using the US GAAP measurement basis applied for IFRS reporting in a way that substantially does not recognise the effects of market movements. Reinsurance arrangements are in place so as to essentially fully insulate Jackson from the GMIB exposure. Notwithstanding that the liability is essentially fully reinsured, as the reinsurance asset is net settled, it is deemed a derivative under IAS 39 which requires fair valuation. The fluctuations for this item therefore include significant accounting mismatches caused by: – The fair value movements booked in the income statement on the derivative programme being in respect of the management of interest rate exposures of the variable and fixed index annuity business, as well as the fixed annuity business guarantees and durations within the general account; – Fair value movements on Jackson’s debt securities of the general account which are recorded in other comprehensive income rather than the income statement; and – The mixed measurement model that applies for the GMIB and its reinsurance. 156 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continued (c) Short-term fluctuations related to debt securities Short-term fluctuations relating to debt securities Credits (charges) in the year: Losses on sales of impaired and deteriorating bonds Bond write downs Recoveries/reversals Total charges (credits) in the year Less: Risk margin allowance deducted from operating profit based on longer-term investment returns note Interest-related realised gains: Arising in the year Less: Amortisation of gains and losses arising in current and prior years to operating profit based on longer-term investment returns Related amortisation of deferred acquisition costs Total short-term fluctuations related to debt securities 2015 £m 2014 £m (54) (37) 18 (73) 83 10 102 (108) (6) (3) 1 (5) (4) 19 10 78 88 63 (87) (24) (17) 47 Note The debt securities of Jackson are held in the general account of the business. Realised gains and losses are recorded in the income statement with normalised returns included in operating profit with variations from year to year included in the short-term fluctuations category. The risk margin reserve charge for longer-term credit-related losses included in operating profit based on longer-term investment returns of Jackson for 2015 is based on an average annual risk margin reserve of 23 basis points (2014: 24 basis points) on average book values of US$54.6 billion (2014: US$54.5 billion) as shown below: Moody’s rating category (or equivalent under NAIC ratings of mortgage-backed securities) A3 or higher Baa1, 2 or 3 Ba1, 2 or 3 B1, 2 or 3 Below B3 Total 2015 2014 Average book value US$m 28,185 24,768 1,257 388 35 54,633 RMR Annual expected loss % US$m 0.13 0.25 1.17 3.08 3.70 0.23 (37) (62) (15) (12) (1) (127) Average book value US$m 27,912 24,714 1,390 385 92 54,493 £m (24) (40) (10) (8) (1) (83) RMR Annual expected loss % US$m 0.12 0.25 1.23 3.04 3.70 0.24 (34) (62) (17) (12) (4) (129) £m (21) (38) (10) (7) (2) (78) Related amortisation of deferred acquisition costs (see below) Risk margin reserve charge to operating profit for longer-term credit related losses 24 16 25 15 (103) (67) (104) (63) Consistent with the basis of measurement of insurance assets and liabilities for Jackson’s IFRS results, the charges and credits to operating profits based on longer-term investment returns are partially offset by related amortisation of deferred acquisition costs. In addition to the accounting for realised gains and losses described above for Jackson general account debt securities, included within the statement of other comprehensive income is a pre-tax charge for unrealised losses on debt securities classified as available-for-sale net of related change in amortisation of deferred acquisition costs of £(968) million (2014: net unrealised gains of £869 million). Temporary market value movements do not reflect defaults or impairments. Additional details of the movement in the value of the Jackson portfolio are included in note C3.3(b). (iii) UK insurance operations The negative short-term fluctuations in investment returns for UK insurance operations of £(120) million (2014: positive £464 million) include net unrealised movements on fixed income assets supporting the capital of the shareholder-backed annuity business, reflecting the rise in bond yields since the end of 2014. (iv) Other The negative short-term fluctuations in investment returns for other operations of £(74) million (2014: negative £(113) million) include unrealised value movements on investments and foreign exchange items. (v) Default losses The Group did not experience any default losses on its shareholder-backed debt securities portfolio in 2015 or 2014. 157 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc B1: Analysis of performance by segment continued B1.3 Determining operating segments and performance measure of operating segments Operating segments The Group’s operating segments, determined in accordance with IFRS 8 ‘Operating Segments’, are as follows: Insurance operations: — Asia — US (Jackson) — UK Asset management operations: — Eastspring Investments — US broker-dealer and asset management — M&G — Prudential Capital The Group’s operating segments are also its reportable segments for the purposes of internal management reporting. Prior to 2015, the Group incorporated Prudential Capital into the M&G operating segment for the purposes of segment reporting. To better reflect the economic characteristics of the two businesses, the Group has in 2015 made a change to present Prudential Capital as a separate reportable segment rather than aggregating this segment within M&G. Performance measure The performance measure of operating segments utilised by the Company is IFRS operating profit attributable to shareholders based on longer-term investment returns, as described below. This measurement basis distinguishes operating profit based on long-term investment returns from other constituents of the total profit as follows: — Short-term fluctuations in investment returns on shareholder-backed business*; — Gain on the sale of the Group’s stake in the PruHealth and PruProtect businesses in 2014; — Amortisation of acquisition accounting adjustments arising on the purchase of business. This comprises principally the charge for the adjustments arising on the purchase of REALIC in 2012; — The recycling of the cumulative exchange translation loss on the sold Japan life business from other comprehensive income to the income statement in 2015. See note D1 for further details; and — The costs associated with the domestication of the Hong Kong branch which became effective on 1 January 2014. Segment results that are reported to the Group Executive Committee include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items are mainly in relation to the Group Head Office and the Asia Regional Head Office. * Including the impact of short-term market effects on the carrying value of Jackson’s guarantee liabilities and related derivatives as explained below. Determination of operating profit based on longer-term investment return for investment and liability movements: a General principles (i) UK style with-profits business The operating profit based on longer-term returns reflects the statutory transfer gross of attributable tax. Value movements in the underlying assets of the with-profits funds do not affect directly the determination of operating profit. (ii) Unit-linked business The policyholder unit liabilities are directly reflective of the underlying asset value movements. Accordingly, the operating results based on longer-term investment returns reflect the current period value movements in both the unit liabilities and the backing assets. (iii) US variable annuity and fixed index annuity business This business has guarantee liabilities which are measured on a combination of fair value and other US GAAP derived principles. These liabilities are subject to an extensive derivative programme to manage equity and, with those of the general account, interest rate exposures. The principles for determination of the operating profit and short-term fluctuations are necessarily bespoke, as discussed in section (c) below. (iv) Business where policyholder liabilities are sensitive to market conditions 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 is broadly equivalent in the income statement, and operating profit based on longer-term investments returns is not distorted. In these circumstances, there is no need for the movement in the liability to be bifurcated between the elements that relate 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 (ie after allocated investment return and charge for policyholder benefits) the operating result reflects longer-term market returns. Examples of where such bifurcation is necessary are in Hong Kong and for UK shareholder-backed annuity business, as explained in sections b(i) and d(i), respectively. 158 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continued(v) Other shareholder-financed business The measurement of operating profit based on longer-term investment returns 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 of life businesses exclusive of the effects of short- term fluctuations in market conditions. In determining the profit on this basis, the following key elements are applied to the results of the Group’s shareholder-financed operations. Except in the case of assets backing liabilities which are directly matched (such as linked business) or closely correlated with value movements (as discussed below) operating profit based on longer-term investment returns for shareholder-financed business is determined on the basis of expected longer-term investment returns. Debt, equity-type securities and loans Longer-term investment returns comprise actual income receivable for the period (interest/dividend income) and for both debt and equity-type securities longer-term capital returns. In principle, for debt securities and loans, the longer-term capital returns comprise two elements: — Risk margin reserve based charge for the expected level of defaults for the period, which is determined by reference to the credit quality of the portfolio. The difference between impairment losses in the reporting period and the risk margin reserve charge to the operating result is reflected in short-term fluctuations in investment returns; and — The 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. At 31 December 2015, the level of unamortised interest-related realised gains and losses related to previously sold bonds for the Group was a net gain of £567 million (2014: £467 million). Equity type securities For equity-type securities, the longer-term rates of return are estimates of the long-term trend investment returns for income and capital having regard to past performance, current trends and future expectations. Equity-type securities held for shareholder-financed operations other than the UK annuity business, unit-linked and US variable annuity are of significance for the US and Asia insurance operations. Different rates apply to different categories of equity-type securities. Derivative value movements Generally, derivative value movements are excluded from operating results based on longer-term investment returns (unless those derivative value movements broadly offset changes in the accounting value of other assets and liabilities included in operating profit). The principal example of non-equity based derivatives (for example interest rate swaps and swaptions) whose value movements are excluded from operating profit arises in Jackson, as discussed below in section (c). b Asia insurance operations (i) Business where policyholder liabilities are sensitive to market conditions For certain Asia non-participating business, for example in Hong Kong, the economic features are more akin to asset management products with policyholder liabilities reflecting asset shares over the contract term. For these products, the charge for policyholder benefits in the operating results should reflect the asset share feature rather than volatile movements that would otherwise be reflected if the local regulatory basis (also applied for IFRS basis) was used. For certain other types of non-participating business, longer-term interest rates are used to determine the movement in policyholder liabilities for determining operating results. (ii) Other Asia shareholder-financed business Debt securities For this business the realised gains and losses are principally interest related. Accordingly, all realised gains and losses to date for these operations are being amortised over the period to the date those securities would otherwise have matured, with no explicit risk margin reserve charge. 159 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB1: Analysis of performance by segment continued B1.3 Determining operating segments and performance measure of operating segments continued Equity-type securities For Asia insurance operations, investments in equity securities held for non-linked shareholder-financed operations amounted to £840 million as at 31 December 2015 (2014: £932 million). The rates of return applied in the years 2015 and 2014 ranged from 2.73 per cent to 13.75 per cent with the rates applied varying by territory. These rates are determined after consideration by the Group’s in-house economists of long-term expected real government bond returns, equity risk premium and long-term inflation. These rates are broadly stable from period to period but may be different between countries reflecting, for example, differing expectations of inflation in each territory. The assumptions are for returns expected to apply in equilibrium conditions. The assumed rates of return do not reflect any cyclical variability in economic performance and are not set by reference to prevailing asset valuations. The longer-term investment returns for the Asia insurance joint ventures accounted for using the equity method are determined on a similar basis as the other Asia insurance operations described above. c US Insurance operations (i) Separate account business For such business the policyholder unit liabilities are directly reflective of the asset value movements. Accordingly, the operating results based on longer-term investment returns reflect the current period value movements in unit liabilities and the backing assets. (ii) US variable and fixed index annuity business The following value movements for Jackson’s variable and fixed index annuity business are excluded from operating profit based on longer-term investment returns. See note B1.2 note (ii): — Fair value movements for equity-based derivatives; — Fair value movements for embedded derivatives for the ‘not for life’ portion of Guaranteed Minimum Withdrawal Benefit and fixed index annuity business, and Guaranteed Minimum Income Benefit reinsurance (see below); — Movements in the accounts carrying value of Guaranteed Minimum Death Benefit and the ‘for life’ portion of Guaranteed Minimum Withdrawal Benefits and Guaranteed Minimum Income Benefit liabilities, for which, under the ‘grandfathered’ US GAAP applied under IFRS for Jackson’s insurance assets and liabilities, the measurement basis gives rise to a muted impact of current period market movements; — A portion of the fee assessments as well as claim payments, in respect of guarantee liabilities; and — Related amortisation of deferred acquisition costs for each of the above items. Embedded derivatives for variable annuity guarantee minimum income benefit The Guaranteed Minimum Income Benefit liability, which is essentially fully reinsured, subject to a deductible and annual claim limits, is accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 944-80 Financial Services – Insurance – Separate Accounts (formerly SOP 03-1) under IFRS using ‘grandfathered’ US GAAP. As the corresponding reinsurance asset is net settled, it is considered to be a derivative under IAS 39, ‘Financial Instruments: Recognition and Measurement’, and the asset is therefore recognised at fair value. As the Guaranteed Minimum Income Benefit is economically reinsured, the mark to market element of the reinsurance asset is included as a component of short-term fluctuations in investment returns. (iii) Other derivative value movements The principal example of non-equity based derivatives (for example, interest rate swaps and swaptions) whose value movements are excluded from operating profit, arises in Jackson. Non-equity based 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 in the statement of comprehensive income rather than the income statement), product liabilities (for which US GAAP accounting as ‘grandfathered’ under IFRS 4 does not fully reflect the economic features being hedged), and the interest rate exposure attaching to equity-based embedded derivatives. (iv) Other US shareholder-financed business Debt securities Jackson is the shareholder-backed operation for which the distinction between impairment losses and interest-related realised gains and losses is in practice relevant to a significant extent. Jackson has used the ratings by Nationally Recognised Statistical Ratings Organisations (NRSRO) or ratings resulting from the regulatory ratings detail issued by the National Association of Insurance Commissioners (NAIC) developed by external third parties such as BlackRock Solutions to determine the average annual risk margin reserve to apply to debt securities held to back general account business. Debt securities held to back separate account and reinsurance funds withheld are not subject to risk margin reserve charge. Further details of the risk margin reserve charge, as well as the amortisation of interest-related realised gains and losses, for Jackson are shown in note B1.2. 160 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedEquity-type securities As at 31 December 2015, the equity-type securities for US insurance non-separate account operations amounted to £1,004 million (2014: £1,094 million). For these operations, the longer-term rates of return for income and capital applied in 2015 and 2014, which reflect the combination of the average risk-free rates over the period and appropriate risk premiums are as follows: Equity-type securities such as common and preferred stock and portfolio holdings in mutual funds Other equity-type securities such as investments in limited partnerships and private equity funds 5.7% to 6.4% 7.7% to 8.4% 6.2% to 6.7% 8.2% to 8.7% 2015 2014 d UK Insurance operations (i) Shareholder-backed annuity business For this 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 credit risk. Variations between actual and best estimate expected impairments are recorded as a component of short-term fluctuations in investment returns. The operating result based on longer-term investment returns reflects the impact of value movements on policyholder liabilities for annuity business in PRIL and the PAC non-profit sub-fund after adjustments to allocate the following elements of the movement to the category of ‘short-term fluctuations in investment returns’: — The impact on credit risk provisioning of actual upgrades and downgrades during the period; — Credit experience compared to assumptions; and — Short-term value movements on assets backing the capital of the business. Credit experience reflects the impact of defaults and other similar experience, such as asset exchanges arising from debt restructuring by issuers that include effectively an element of permanent impairment of the security held. Positive or negative experience compared to assumptions is included within short-term fluctuations in investment returns without further adjustment. The effects of other changes to credit risk provisioning are included in the operating result, as is the net effect of changes to the valuation rate of interest due to portfolio rebalancing to align more closely with management benchmark. (ii) Non-linked shareholder-financed business For debt securities backing non-linked shareholder-financed business of the UK insurance operations (other than the annuity business) the realised gains and losses are principally interest-related. Accordingly, all realised gains and losses to date for these operations are being amortised over the period to the date those securities would otherwise have matured, with no explicit risk margin reserve charge. e Fund management and other non-insurance businesses For these businesses, the particular features applicable for life assurance noted above do not apply. For these businesses 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 in the operating result with temporary 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 economic substance of the arrangements. 161 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB1: Analysis of performance by segment continued B1.4 Segmental income statement Insurance operations Asset management 2015 £m Asia US UK M&G Prudential Capital 10,814 16,887 8,962 (364) (320) (473) – – 10,450 (299) 64 16,567 (782) – 8,489 4,372 374 – 10 1,227 10,215 15,785 13,235 1,237 (6,580) (13,345) (10,610) 367 316 694 (330) – (168) (6,543) (13,029) (10,084) – – – – – – – 35 19 54 – – – – Eastspring Invest- ments – – US – – Total segment 36,663 (1,157) Unallo- cated to a segment (central operations) note (iii) Group total – – 36,663 (1,157) – (7) 850 – 3 349 35,506 3,332 2,883 – (28) (388) 35,506 3,304 2,495 843 352 41,721 (416) 41,305 – – – – – (30,535) (12) (30,547) – – 1,377 12 1,389 (498) – (498) – (29,656) – (29,656) (2,651) (1,544) (2,025) (810) (82) (832) (278) (8,222) 14 (8,208) – (13) (46) – – – – – (17) – – – – – (30) (282) (312) (46) – (46) (9,240) (14,586) (12,109) (810) (99) (832) (278) (37,954) (268) (38,222) 130 – 53 14 – – 41 238 – 238 1,105 1,199 1,179 441 (45) (69) – (104) – – 11 – 115 4,005 (684) 3,321 – (173) – (173) 1,036 1,199 1,075 441 (45) 11 115 3,832 (684) 3,148 Gross premiums earned Outward reinsurance premiums Earned premiums, net of reinsurance Investment return note (ii) Other income Total revenue, net of reinsurance Benefits and claims Outward reinsurers’ share of benefits and claims Movement in unallocated surplus of with-profits funds Benefits and claims and movements in unallocated surplus of with-profits funds, net of reinsurance Acquisition costs and other operating expenditure B3 Finance costs: interest on core structural borrowings of shareholder-financed operations Disposal of Japan life business: Cumulative loss exchange loss recycled from other comprehensive income Total charges, net of reinsurance Share of profit from joint ventures and associates, net of related tax Profit (loss) before tax (being tax attributable to shareholders’ and policyholders’ returns) note (i) Tax charge attributable to policyholders’ returns Profit (loss) before tax attributable to shareholders 162 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedThe segmental analysis of profit (loss) before tax attributable to shareholders as represented in note B1.1 is analysed below: Insurance operations Asset management 2015 £m Asia US UK M&G Prudential Capital Eastspring Invest- ments US Total segment Unallo- cated to a segment (central operations) Group total 1,209 1,691 1,195 442 19 11 115 4,682 (675) 4,007 (119) (424) (120) (1) (64) (8) (68) (46) – – – – – – – – – – – – – (728) (9) (737) (76) (46) – – (76) (46) 1,036 1,199 1,075 441 (45) 11 115 3,832 (684) 3,148 Operating profit (loss) based on longer-term investment returns Short-term fluctuations in investment returns on shareholder-backed business Amortisation of acquisition accounting adjustments Cumulative exchange loss on the sold Japan life business Profit (loss) before tax attributable to shareholders 163 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB1: Analysis of performance by segment continued B1.4 Segmental income statement continued Insurance operations Asset management 2014 £m Asia US UK* M&G Prudential Capital 11,193 15,654 7,358 (311) (265) (1,596) – – 10,882 3,888 49 15,389 5,438 (2) 5,762 16,447 240 – 5 1,279 – – – 99 12 Unallo- cated to a segment (central operations) Group total Eastspring Invest- ments Total segment note (iii) – – 34,205 (1,373) 32,832 (2,172) 1,373 (799) US – – – (2) 808 – 3 307 32,033 25,878 2,693 – (91) (387) 32,033 25,787 2,306 14,819 20,825 22,449 1,284 111 806 310 60,604 (478) 60,126 (11,521) (19,788) (20,880) 254 27 1,803 20 – (84) (11,247) (19,761) (19,161) – – – – – – – – – – – – – – – (52,189) 1,453 (50,736) 2,084 (1,453) 631 (64) – (64) – (50,169) – (50,169) (2,367) (795) (1,660) (843) (77) (794) (249) (6,785) 33 (6,752) – (12) (13) – – – – – (17) – – – – – (29) (312) (341) (13) – (13) (13,627) (20,568) (20,821) (843) (94) (794) (249) (56,996) (279) (57,275) 133 – 128 13 – – 29 303 – 303 1,325 257 1,756 454 (105) – (435) – 1,220 257 1,321 454 17 – 17 12 – 12 90 – 3,911 (757) 3,154 (540) – (540) 90 3,371 (757) 2,614 Gross premiums earned Outward reinsurance premiums Earned premiums, net of reinsurance Investment return note (ii) Other income Total revenue, net of reinsurance Benefits and claims Outward reinsurers’ share of benefits and claims Movement in unallocated surplus of with-profits funds Benefits and claims and movements in unallocated surplus of with-profits funds, net of reinsurance Acquisition costs and other operating expenditure B3 Finance costs: interest on core structural borrowings of shareholder-financed operations Remeasurement of carrying value of Japan life business classified as held for sale Total charges, net of reinsurance Share of profit from joint ventures and associates, net of related tax Profit (loss) before tax (being tax attributable to shareholders’ and policyholders’ returns) note (i) Tax charge attributable to policyholders’ returns Profit (loss) before tax attributable to shareholders 164 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedThe segmental analysis of profit (loss) before tax attributable to shareholders as represented in note B1.1 is analysed below: Insurance operations Asset management 2014 £m Asia US UK* M&G Prudential Capital Eastspring Invest- ments US Total segment Unallo- cated to a segment (central operations) Group total 1,050 1,431 776 446 42 12 90 3,847 (661) 3,186 178 (1,103) 464 (8) (71) – – – – – 86 (5) 8 – – – (25) – – – – – – – – – – – (478) (96) (574) (79) 86 (5) – – – (79) 86 (5) 1,220 257 1,321 454 17 12 90 3,371 (757) 2,614 Operating profit based on longer-term investment returns Short-term fluctuations in investment returns on shareholder-backed business Amortisation of acquisition accounting adjustments Gain on sale of PruHealth and PruProtect Costs of domestication of Hong Kong branch Profit (loss) before tax attributable to shareholders * Includes the results of the sold PruHealth and PruProtect businesses. Notes (i) (ii) This measure is the formal profit (loss) before tax measure under IFRS but is not the result attributable to shareholders. Investment return principally comprises: – Interest and dividends; – Realised and unrealised gains and losses on securities and derivatives classified as fair value through profit or loss under IAS 39; and – Realised gains and losses, including impairment losses, on securities classified as available-for-sale under IAS 39. (iii) In addition to the results of the central operations, unallocated to a segment includes intra-group eliminations. This column includes the elimination of the intra-group reinsurance contract between the UK with-profits and Asia with-profits operations. B1.5 Revenue Long-term business premiums Insurance contract premiums Investment contracts with discretionary participation feature premiums Inwards reinsurance premiums Less: reinsurance premiums ceded Earned premiums, net of reinsurance note (iv) Investment return Realised and unrealised (losses) and gains on securities at fair value through profit or loss Realised and unrealised (losses) and gains on derivatives at fair value through profit or loss Realised gains on available-for-sale securities, previously recognised in other comprehensive income* Realised losses on loans Interest notes (i),(ii) Dividends Other investment return Investment return Fee income from investment contract business and asset management notes (iii),(iv) Total revenue * Including impairment. 2015 £m 2014 £m 33,618 2,839 206 (1,157) 35,506 (4,572) (1,701) 49 (50) 7,018 1,791 769 3,304 2,495 41,305 29,973 2,637 222 (799) 32,033 16,532 142 84 (61) 6,802 1,559 729 25,787 2,306 60,126 165 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB1: Analysis of performance by segment continued B1.5 Revenue continued Notes (i) The segmental analysis of interest income is as follows: Insurance operations Asset management operations £m 2015 2014 Asia 743 777 US 1,921 1,857 UK M&G Prudential Capital 4,240 4,053 18 – 107 101 US – – Unallo- cated to a segment (central operations) Eastspring Invest- ments 2 2 (13) 12 Total 7,018 6,802 Interest income includes £3 million (2014: £3 million) accrued in respect of impaired securities. (ii) (iii) Fee income includes £19 million (2014: £23 million) relating to financial instruments that are not held at fair value through profit or loss. These fees primarily related to prepayment fees, late fees and syndication fees. (iv) The following table provides additional segmental analysis of revenue from external customers: 2015 £m 2014 £m Asia US UK Intra- group Total Asia US UK Intra- group Total Revenue from external customers: Insurance operations Asset management Unallocated corporate Intra-group revenue* Total revenue from external 10,514 349 – (178) 16,567 850 – (90) 8,863 1,246 99 (219) – (487) – 487 35,944 1,958 99 – 9,558 307 – (146) 15,387 808 – (84) 7,375 1,291 62 (219) – (449) – 449 32,320 1,957 62 – customers 10,685 17,327 9,989 – 38,001 9,719 16,111 8,509 – 34,339 * Eliminated on consolidation. Revenue from external customers comprises: Earned premiums, net of reinsurance Fee income from investment contract business and asset management (presented as ‘Other income’) Total revenue from external customers 2015 £m 2014 £m 35,506 2,495 38,001 32,033 2,306 34,339 The asset management operations, M&G, Prudential Capital, Eastspring Investments and US asset management provide services to the Group insurance operations. Intra-group fees included within asset management revenue were earned by the following asset management segments: Intra-group revenue generated by: M&G PruCap US broker-dealer and asset management Eastspring Investments Total intra-group fees included within asset management segment 2015 £m 2014 £m 194 25 90 178 487 208 11 84 146 449 Revenue from external customers of Asia, US and UK insurance operations shown above are net of outwards reinsurance premiums of £364 million, £320 million, and £473 million respectively (2014: £311 million, £265 million and £223 million respectively). In Asia, revenue from external customers from no individual country exceeds 10 per cent of the Group total. The largest country is Hong Kong with a total revenue from external customers of £3,836 million (2014: Hong Kong £2,554 million). Due to the nature of the business of the Group, there is no reliance on any major customers. 166 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continued B2: Profit before tax – asset management operations The profit included in the income statement in respect of asset management operations for the year is as follows: Revenue (excluding NPH broker-dealer fees) NPH broker-dealer fees note (i) Gross revenue Charges (excluding NPH broker-dealer fees) NPH broker-dealer fees note (i) Gross charges Share of profit from joint ventures and associates, net of related tax Profit before tax Comprising: Operating profit based on longer-term investment returns note (ii) Short-term fluctuations in investment returns Profit before tax M&G 1,237 – 1,237 (810) – (810) 14 441 442 (1) 441 Prudential Capital 54 – 54 (99) – (99) – (45) 19 (64) (45) 2015 £m US 321 522 843 (310) (522) (832) – 11 11 – 11 Eastspring Investments 352 – 352 (278) – (278) 41 115 115 – 115 2014 £m Total 2,008 503 2,511 (1,477) (503) (1,980) 42 573 590 (17) 573 Total 1,964 522 2,486 (1,497) (522) (2,019) 55 522 587 (65) 522 Notes (i) The segment revenue of the Group’s asset management operations includes: NPH broker-dealer fees which represent commissions received that are then paid on to the writing brokers on sales of investment products. To reflect their commercial nature the amounts are also wholly reflected as charges within the income statement. After allowing for these charges, there is no effect on profit from this item. The presentation in the table above shows separately the amounts attributable to this item so that the underlying revenue and charges can be seen. (ii) M&G operating profit based on longer-term investment returns: Asset management fee income Other income Staff costs Other costs Underlying profit before performance-related fees Share of associate results Performance-related fees Total M&G operating profit based on longer-term investment returns 2015 £m 2014 £m 934 5 (293) (240) 406 14 22 442 953 1 (351) (203) 400 13 33 446 The revenue for M&G of £961 million (2014: £987 million), comprising the amounts for asset management fee income, other income and performance-related fees shown above, is different to the amount of £1,237 million shown in the main table of this note. This is because the £961 million (2014: £987 million) is after deducting commissions which would have been included as charges in the main table. The difference in the presentation of commission is aligned with how management reviews the business. 167 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc B3: Acquisition costs and other expenditure Acquisition costs incurred for insurance policies Acquisition costs deferred less amortisation of acquisition costs Administration costs and other expenditure Movements in amounts attributable to external unit holders of consolidated investment funds Total acquisition costs and other expenditure 2015 £m 2014 £m (3,275) 431 (4,746) (618) (8,208) (2,668) 916 (4,486) (514) (6,752) Total acquisition costs and other expenditure includes: (a) Total depreciation and amortisation expense of £(755) million (2014: £(159) million) relates primarily to amortisation of deferred acquisition costs of insurance contracts and asset management contracts. The segmental analysis of total depreciation and amortisation expense is analysed below. (b) The charge for non-deferred acquisition costs and the amortisation of those costs that are deferred, was £(2,845) million (2014: £(1,752) million). These amounts comprise £(2,818) million and £(27) million for insurance and investment contracts respectively (2014: £(1,714) million and £(38) million respectively). (c) Interest expense, excluding interest on core structural borrowings of shareholder-financed operations, amounted to £(147) million (2014: £(128) million) and is included as part of administrative costs and other expenditure. The segmental interest expense is analysed below. (d) Finance costs which are represented by interest on core structural borrowings of £(312) million (2014: £(341) million) comprises £(282) million (2014: £(312) million) interest on core debt of the parent company, £(13) million (2014: £(12) million) of interest on the surplus notes of US insurance operations, and £(17) million (2014: £(17) million) on Prudential Capital’s bank loan. (e) Movements in amounts attributable to external unit holders are in respect of those OEICs and unit trusts which are required to be consolidated and comprises a charge of £(599) million (2014: £(258) million) for UK insurance operations and a charge of £(19) million (2014: £(256) million) for Asia insurance operations. (f) Analysis of depreciation and amortisation expense, and interest expense: Insurance operations Asset management operations £m Asia US UK M&G Prudential Capital Eastspring Investments US Total segment Unallo- cated to a segment (central operations) Total (175) (206) (453) 140 – – (19) (13) (93) (64) (93) (81) (8) (10) – – – – (22) (26) (3) (2) – – (2) (2) (734) (144) (21) (15) (755) (159) – – (134) (120) (13) (8) (147) (128) Depreciation and amortisation expense 2015 2014 Interest expense 2015 2014 (g) There were no fee expenses relating to financial liabilities held at amortised cost included in acquisition costs in 2015 and 2014. B3.1 Staff and employment costs The average number of staff employed by the Group during the year was: 2015 2014 15,030 4,562 5,920 25,512 13,957 4,494 5,464 23,915 Business operations: Asia operations US operations UK operations Total 168 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedThe costs of employment were: Business operations: Wages and salaries Social security costs Pension costs: Defined benefit schemes* Defined contribution schemes Total 2015 £m 2014 £m 1,370 101 (63) 67 1,323 100 66 54 1,475 1,543 * The (credit) charge incorporates the effect of actuarial gains and losses. B3.2 Share-based payment a Description of the plans The Group operates a number of share award and share option plans that provides Prudential plc shares to participants upon vesting. The plans which are in operation include Prudential Long-Term Incentive Plan (PLTIP), Annual Incentive Plan (AIP), Group Performance Share Plan (GPSP), Jackson Long-Term Incentive Plan (Jackson LTIP), savings-related share option schemes, share purchase plans and deferred bonus plans. Some of these plans are participated in by executive directors, the details of which are described in the directors’ remuneration report. In addition, the following information is provided. Share scheme Description Prudential Corporation Asia Long-Term Incentive Plan (PCA LTIP) The PCA LTIP provides eligible employees with conditional awards. Awards are discretionary and on a year-by-year basis determined by Prudential’s full year financial results and the employee’s contribution to the business. Awards vests after three years subject to the employee being in employment. Vesting of awards may also be subject to performance conditions. All awards are made in Prudential shares, or ADRs, 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. Savings-related share option schemes Employees and eligible agents in a number of geographies are eligible for plans similar to the HMRC- approved Save As You Earn (SAYE) share option scheme in the UK. Eligible employees participate in the international savings-related share option scheme while eligible agents based in certain regions of Asia can participate in the non-employee savings-related share option scheme. Share purchase plans Deferred bonus plans Jackson Long-Term Incentive Plan Eligible employees outside the UK are invited to participate in arrangements similar to the Company’s HMRC-approved UK SIP, which allows the purchase of Prudential plc shares. Staff based in Ireland and Asia are eligible for the Share Participation Plan. The Company operates a number of deferred bonus schemes including the Group Deferred Bonus Plan, the Prudential Corporation Asia Deferred Bonus Plan (PCA DBP), the Prudential Capital Deferred Bonus Plan (PruCap DBP) and other arrangements. There are no performance conditions attached to deferred share awards made under these arrangements. Eligible Jackson employees were previously granted share awards under a long-term incentive plan which rewarded the achievement of shareholder value targets. These awards were 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 Depositary Receipts which are tradable on the New York Stock Exchange. The final awards under this arrangement were made in 2012. 169 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB3: Acquisition costs and other expenditure continued B3.2 Share-based payment continued b Outstanding options and awards The following table shows movement in outstanding options and awards under the Group’s share-based compensation plans at 31 December 2015 and 2014: Options outstanding under SAYE schemes Awards outstanding under incentive plans including conditional options 2015 2014 2015 2014 Number of options millions 8.6 2.2 (1.6) (0.2) (0.2) – 8.8 1.1 Weighted average exercise price £ 8.29 11.11 5.72 8.14 10.15 7.47 9.44 5.71 Number of options millions 10.2 2.6 (3.8) (0.2) (0.1) (0.1) 8.6 0.5 Weighted average exercise price £ 5.60 11.55 3.55 6.77 7.66 5.60 8.29 4.65 Number of awards millions Number of awards millions 28.8 9.9 (7.9) (2.3) – (0.1) 28.4 27.1 10.9 (8.5) (0.7) – – 28.8 Beginning of year: Granted Exercised Forfeited Cancelled Lapsed/Expired End of year Options immediately exercisable, end of year The weighted average share price of Prudential plc for the year ended 31 December 2015 was £15.49 compared to £13.75 for the year ended 31 December 2014. The following table provides a summary of the range of exercise prices for Prudential plc options outstanding at 31 December. Outstanding Exercisable Number outstanding millions Weighted average remaining contractual life years Weighted average exercise prices £ Number exercisable millions Weighted average exercise prices £ 2015 2014 2015 2014 2015 2014 2015 2014 2015 0.2 0.8 – 1.0 2.2 4.6 8.8 0.2 1.4 – 2.1 2.3 2.6 8.6 0.9 0.9 – 0.9 1.9 3.6 2.6 1.9 1.4 0.8 1.6 2.9 4.2 2.7 2.88 4.64 – 6.29 9.01 11.34 2.88 4.64 5.51 6.29 9.01 11.55 – 0.4 – 0.7 – – 9.44 8.29 1.1 – 0.5 – – – – 0.5 – 4.61 – 6.29 – – 5.71 2014 – 4.65 5.52 – – – 4.65 Between £2 and £3 Between £4 and £5 Between £5 and £6 Between £6 and £7 Between £9 and £10 Between £11 and £12 The years shown above for weighted average remaining contractual life include the time period from end of vesting period to expiration of contract. c Fair value of options and awards The fair value amounts estimated on the date of grant relating to all options (including conditional nil cost options) and awards, were determined using the Black-Scholes and the Monte Carlo option-pricing models adopting the following assumptions: Prudential LTIP (TSR) – 21.48 0.88 – – 16.67 7.97 2015 SAYE options 2.35 22.73 1.02 3.79 11.11 13.52 2.95 Other awards – – – – – – 16.28 Prudential LTIP (TSR) – 21.91 1.25 – – 13.18 6.07 2014 SAYE options 2.40 20.77 1.51 3.77 11.55 14.02 3.00 Other awards – – – – – – 12.84 Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected option life (years) Weighted average exercise price (£) Weighted average share price (£) Weighted average fair value (£) 170 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedCompensation costs for all share-based compensation plans are determined using the Black-Scholes model or Monte Carlo option-pricing model. 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 Prudential LTIP (TSR) for which the Group uses a Monte Carlo model in order to allow for the impact of the LTIP (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. For all options and awards, the expected volatility is based on the market implied volatilities as quoted on Bloomberg. The Prudential specific at-the-money implied volatilities are adjusted to allow for the different terms and discounted exercise price on SAYE options by using information on the volatility surface of the FTSE 100. Risk-free interest rates are taken from government bond spot rates with projections for two-year, three-year and five-year terms to match corresponding vesting periods. Dividend yield is determined as the average yield over a period of 12 months up to and including the date of grant. For the Prudential LTIP (TSR), volatility and correlation between Prudential and a basket of 18 competitor companies is required. For grants in 2015, the average volatility for the basket of competitors was 20.66 per cent. Correlations for the basket are calculated for each pairing from the log of daily TSR returns for the three years prior to the valuation date. Market implied volatilities are used for both Prudential and the components of the index. Changes to the subjective input assumptions could materially affect the fair value estimate. d Share-based payment expense charged to the income statement Total expense recognised in the year in the consolidated financial statements relating to share-based compensation is as follows: Share-based compensation expense Amount accounted for as equity-settled Carrying value at 31 December of liabilities arising from share-based payment transactions Intrinsic value of above liabilities for which rights had vested at 31 December 2015 £m 2014 £m 111 110 6 6 99 93 16 9 B3.3 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 is analysed in the following table: Salaries and short-term benefits Post-employment benefits Share-based payments 2015 £m 2014 £m 17.1 1.1 15.5 33.7 15.9 1.0 16.2 33.1 The share-based payments charge comprises £10.4 million (2014: £11.0 million), which is determined in accordance with IFRS 2, ‘Share-based Payment’ (see note B3.2) and £5.1 million (2014: £5.2 million) of deferred share awards. Total key management remuneration includes total directors’ remuneration of £42.7 million (2014: £50.5 million) less LTIP releases of £19.4 million (2014: £28.4 million) as shown in the directors’ remuneration table and related footnotes in the directors’ remuneration report. Further information on directors’ remuneration is given in the directors’ remuneration report. B3.4 Fees payable to the auditor Fees payable to the Company’s auditor for the audit of the Company’s annual accounts Fees payable to the Company’s auditor and its associates for other services: Audit of subsidiaries pursuant to legislation Audit-related assurance services Tax compliance services Other assurance services Services relating to corporate finance transactions All other services Total fees paid to the auditor In addition, there were fees incurred of £0.1 million (2014: £0.1 million) for the audit of pension schemes. 2015 £m 2014 £m 2.0 7.2 3.1 0.7 2.2 0.2 1.2 2.0 6.6 2.9 0.7 1.9 0.1 2.4 16.6 16.6 171 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB4: Effect of changes and other accounting features on insurance assets and liabilities The following features are of relevance to the determination of the 2015 results: a Asia insurance operations In 2015, the IFRS operating profit based on longer-term investment returns for Asia insurance operations included a profit of £62 million (2014: £49 million) representing a number of non-recurring items, none of which are individually significant. b UK insurance operations Annuity business Allowance for credit risk 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. Credit risk allowance comprises (i) an amount for long-term best estimate defaults, and (ii) additional provisions for credit risk premium, downgrade resilience and short-term defaults. The weighted components of the bond spread over swap rates for shareholder-backed fixed and linked annuity business for PRIL, the principal company which writes the UK’s shareholder-backed business, based on the asset mix at these dates are shown below. Bond spread over swap rates note (i) Credit risk allowance: Long-term expected defaults note (ii) Additional provisions note (iii) Total credit risk allowance Liquidity premium 31 Dec 2015 bps 31 Dec 2014 bps Pillar 1 regulatory basis Adjustment 171 13 42 55 116 – – (12) (12) 12 Pillar 1 regulatory basis 143 14 44 58 85 Adjustment – – (12) (12) 12 IFRS 171 13 30 43 128 IFRS 143 14 32 46 97 Notes (i) (ii) Bond spread over swap rates reflect market observed data. Long-term expected defaults are derived by applying Moody’s data from 1970 to 2009 and the definition of the credit rating used is the second highest credit rating published by Moody’s, Standard & Poor’s and Fitch. (iii) Additional provisions comprise credit risk premium, which is derived from Moody’s data from 1970 to 2009, an allowance for a one-notch downgrade of the portfolio subject to credit risk and an additional allowance for short-term defaults. The prudent Pillar 1 regulatory basis reflects the overriding objective of maintaining sufficient provisions and capital to ensure payments to policyholders can be made. The approach for IFRS aims to establish liabilities that are closer to ‘best estimate’. Movement in the credit risk allowance for PRIL The movement during 2015 of the average basis points allowance for PRIL on Pillar 1 regulatory and IFRS bases are as follows: Total allowance for credit risk at 31 December 2014 Credit rating changes Asset trading Other effects (including for new business) Total allowance for credit risk at 31 December 2015 Pillar 1 regulatory basis Total bps 58 2 (2) (3) 55 IFRS Total bps 46 1 (2) (2) 43 Overall, the movement has led to the credit allowance for Pillar 1 purposes to be 32 per cent (2014: 41 per cent) of the bond spread over swap rates. For IFRS purposes it represents 25 per cent (2014: 32 per cent) of the bond spread over swap rates. 172 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continued The reserves for credit risk allowance at 31 December 2015 for the UK shareholder annuity fund were as follows: PRIL PAC non-profit sub-fund Total 31 December 2015 Total 31 December 2014 Pillar 1 regulatory basis Total £bn 1.9 0.2 2.1 2.2 IFRS Total £bn 1.5 0.1 1.6 1.7 Other assumption changes For the shareholder-backed business, in addition to the movement in the credit risk allowance discussed above, the net effect of routine changes to assumptions in 2015, was a credit of £31 million (2014: £28 million). Other one-off transactions During 2015 the UK insurance operations entered into additional longevity reinsurance transactions to extend total coverage from £2.3 billion of annuity liabilities at the start of the year to £8.7 billion at the end of 2015 (on a Pillar 1 basis). Overall these transactions generated profit of £231 million (2014: £30 million). Of the £231 million, £170 million relates to transactions undertaken in the second half of 2015 covering £4.8 billion of annuity liabilities (on a Pillar 1 basis). These transactions, together with other specific management actions undertaken to position the balance sheet more efficiently under the new Solvency II regime, gave rise to IFRS operating profit in the second half of 2015 of £339 million in total, which is not expected to recur in future periods. B5: Tax charge a Total tax charge by nature of expense The total tax charge in the income statement is as follows: Tax charge UK tax Overseas tax Total tax (charge) credit The total tax charge comprises: Current tax expense: Corporation tax Adjustments in respect of prior years Total current tax Deferred tax arising from: Origination and reversal of temporary differences Impact of changes in local statutory tax rates Expense in respect of a previously unrecognised tax loss, tax credit or temporary difference from a prior period Total deferred tax (charge) credit Total tax charge 2015 £m 2014 £m Current tax Deferred tax (218) (516) (734) 69 (77) (8) Total (149) (593) (742) Total (578) (360) (938) 2015 £m 2014 £m (782) 48 (734) 4 (22) 10 (8) (742) (1,102) (6) (1,108) 163 1 6 170 (938) 173 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB5: Tax charge continued a Total tax charge by nature of expense continued The current tax charge of £734 million includes £35 million (2014: £37 million) in respect of the tax charge for the Hong Kong operation. The Hong Kong current tax charge is calculated as 16.5 per cent for all periods on either (i) 5 per cent of the net insurance premium or (ii) the estimated assessable profits, depending on the nature of the business written. The total tax charge comprises tax attributable to policyholders and unallocated surplus of with-profits funds, unit-linked policies and shareholders as shown below: Tax charge Tax (charge) credit to policyholders’ returns Tax charge attributable to shareholders Total tax charge 2015 £m 2014 £m Current tax Deferred tax (188) (546) (734) 15 (23) (8) Total (173) (569) (742) Total (540) (398) (938) The principal reason for the decrease in the tax charge attributable to policyholders’ returns is a reduction in the current tax owing to a significant decrease on investment returns in the second half of the year in the with-profits life fund in the UK insurance operations. The main elements of the deferred tax charge shown in the table below are a credit of £272 million relating to unrealised gains and losses on investments reflecting a decrease in unrealised gains on investments in the Group’s insurance operations and a charge of £200 million relating to short-term temporary differences reflecting future tax relief arising on decreases in policy reserves in the US insurance operations balances. The total deferred tax (charge) credit arises as follows: Unrealised gains and losses on investments Balances relating to investment and insurance contracts Short-term temporary differences Capital allowances Unused tax losses Deferred tax (charge) credit 2015 £m 2014 £m 272 (55) (200) 1 (26) (8) (127) (43) 309 (4) 35 170 In 2015, a deferred tax credit of £333 million (2014: charge of £(295) million) has been taken through other comprehensive income. b Reconciliation of effective tax rate 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. A reconciliation of the tax charge on profit attributable to shareholders is provided below. Overview of reconciliation of effective tax rate Profit before tax Taxation charge: Expected tax rate Expected tax charge Variance from expected tax charge Actual tax charge Average effective tax rate 2015 £m 2014 £m Attributable to shareholders Attributable to policyholders* 3,148 173 27% (852) 283 (569) 18% 100% (173) – (173) 100% Total 3,321 31% (1,025) 283 (742) 22% Attributable to shareholders Attributable to policyholders* 2,614 23% (594) 196 (398) 15% 540 100% (540) – (540) 100% Total 3,154 36% (1,134) 196 (938) 30% * For the column entitled ‘Attributable to policyholders’, the profit before tax represents income, before tax attributable to policyholders and unallocated surplus of with-profits funds and unit-linked policies. This income is after deduction of charges for policyholder benefits and movements on unallocated surplus which are determined net of tax. Accordingly, the apparent 100 per cent effective tax rate shown above reflects the basis of accounting for unallocated surplus coupled with the IFRS requirements in respect of presentation of all pre-tax profits and all tax charges irrespective of policyholder and shareholder economic interest. 174 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedReconciliation of tax charge on profit attributable to shareholders Operating profit based on longer-term investment returns Non-operating loss Profit (loss) before tax attributable to shareholders Expected tax rate* Tax at the expected rate Effects of recurring tax reconciliation items: Income not taxable or taxable at concessionary rates Deductions not allowable for tax purposes Items related to taxation of life insurance businesses Deferred tax adjustments Effect of results of joint ventures and associates Irrecoverable withholding taxes Other Total Effects of non-recurring tax reconciliation items: Adjustments to tax charge in relation to prior years Movements in provisions for open tax matters Impact of changes in local statutory tax rates Total Total actual tax charge/(credit) Analysed into: Tax on operating profit based on longer-term investment returns Tax on non-operating profit Actual tax rate: Operating profit based on longer-term investment returns Including non-recurring tax reconciling items Excluding non-recurring tax reconciling items Total profit Asia insurance operations US insurance operations 1,209 (173) 1,036 24% 249 (42) 15 (20) 10 (37) – (4) (78) 5 (6) (5) (6) 165 180 (15) 15% 15% 16% 1,691 (492) 1,199 35% 420 (10) 5 (113) – – – (1) (119) (65) – – (65) 236 408 (172) 24% 28% 20% 2015 £m UK insurance operations 1,195 (120) 1,075 20% 215 Other operations (88) (74) (162) 20% (32) (2) 7 – – – – 6 11 (7) – (16) (23) 203 227 (24) 19% 21% 19% (9) 6 – (11) (13) 28 2 3 – (5) (1) (6) (35) (19) (16) 22% 15% 22% Total 4,007 (859) 3,148 27% 852 (63) 33 (133) (1) (50) 28 3 (183) (67) (11) (22) (100) 569 796 (227) 20% 22% 18% * The expected tax rates (rounded to the nearest whole percentage) reflect the corporation tax rates generally applied to taxable profit of the relevant country jurisdictions. For Asia operations the expected tax rates reflect the corporation tax rates weighted by reference to the source of profit of operations contributing to the aggregate business result. The expected tax rate for Other operations reflects the mix of business between UK and overseas non-insurance operations, which are taxed at a variety of rates. The rates will fluctuate from year to year dependent on the mix of profit. 175 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcB5: Tax charge continued b Reconciliation of effective tax rate continued Operating profit based on longer-term investment returns Non-operating profit/(loss) Profit (loss) before tax attributable to shareholders Expected tax rate* Tax at the expected rate Effects of recurring tax reconciliation items: Income not taxable or taxable at concessionary rates Deductions not allowable for tax purposes Items related to taxation of life insurance businesses Deferred tax adjustments Effect of results of joint ventures and associates Irrecoverable withholding taxes Other Total Effects of non-recurring tax reconciliation items: Adjustments to tax charge in relation to prior years Movements in provisions for open tax matters Impact of changes in local statutory tax rates Total Total actual tax charge/(credit) Analysed into: Tax on operating profit based on longer-term investment returns Tax on non-operating profit Actual tax rate: Operating profit based on longer-term investment returns Including non-recurring tax reconciling items Excluding non-recurring tax reconciling items Total profit Asia insurance operations US insurance operations 1,050 170 1,220 22% 268 (17) 13 (44) (8) (40) – (4) (100) (2) 7 (1) 4 172 171 1 16% 16% 14% 1,431 (1,174) 257 35% 90 (6) – (76) – – – 1 (81) (1) – – (1) 8 419 (411) 29% 29% 3% 2014 £m UK insurance operations† 753 545 1,298 21% 273 – 7 – (7) (8) – (4) (12) 3 – 2 5 266 163 103 22% 21% 21% Other operations† (48) (113) (161) 22% (35) (2) 9 – (11) (10) 27 7 20 (7) (26) – (33) (48) (29) (19) 60% (8)% 30% Total 3,186 (572) 2,614 23% 596 (25) 29 (120) (26) (58) 27 – (173) (7) (19) 1 (25) 398 724 (326) 23% 24% 15% * The expected tax rates (rounded to the nearest whole percentage) reflect the corporation tax rates generally applied to taxable profit of the relevant country jurisdictions. For Asia operations the expected tax rates reflect the corporation tax rates weighted by reference to the source of profit of operations contributing to the aggregate business result. The expected tax rate for Other operations reflects the mix of business between UK and overseas non-insurance operations, which are taxed at a variety of rates. The rates will fluctuate from year to year dependent on the mix of profit. † In order to show the UK insurance business on a comparable basis, the full year 2014 comparatives exclude the contribution from the sold PruHealth and PruProtect businesses from the UK insurance operations and show it in the column for Other operations. 176 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedB6: Earnings per share Based on operating profit based on longer-term investment returns Short-term fluctuations in investment returns on shareholder-backed business Cumulative exchange loss on the sold Japan life business recycled from other comprehensive income Amortisation of acquisition accounting adjustments Based on profit for the year Based on operating profit based on longer-term investment returns Short-term fluctuations in investment returns on shareholder-backed business Gain on sale of PruHealth and PruProtect Amortisation of acquisition accounting adjustments Costs of domestication of Hong Kong branch Note B1.2 D1 Note B1.2 Before tax note B1.1 £m Tax note B5 £m 2015 Net of tax Basic earnings per share Diluted earnings per share £m Pence Pence 4,007 (796) 3,211 125.8p 125.6p (737) 202 (535) (21.0)p (20.9)p (46) (76) – 25 (46) (51) 3,148 (569) 2,579 (1.8)p (1.8)p (2.0)p 101.0p (2.0)p 100.9p Before tax note B1.1 £m Tax note B5 £m 2014 Net of tax Basic earnings per share Diluted earnings per share £m Pence Pence 3,186 (724) 2,462 96.6p 96.5p (574) 86 (79) (5) 299 – 26 1 (275) 86 (53) (4) (10.8)p 3.4p (2.1)p (0.2)p 86.9p (10.8)p 3.4p (2.1)p (0.2)p 86.8p Based on profit for the year 2,614 (398) 2,216 Earnings per share are calculated based on earnings attributable to ordinary shareholders, after related tax and non-controlling interests. The weighted average number of shares for calculating earnings per share, which excludes those held in employee share trusts and consolidated unit trusts and OEICs, is set out as below: Weighted average number of shares for calculation of: Basic earnings per share Shares under option at end of year Number of shares that would have been issued at fair value on assumed option price Diluted earnings per share 2015 millions 2014 millions 2,553 9 (6) 2,556 2,549 9 (6) 2,552 177 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc B7: Dividends Dividends relating to reporting year: Interim dividend Second interim dividend/Final dividend Special dividend Total Dividends declared and paid in reporting year: Current year interim dividend Final dividend for prior year Total 2015 Pence per share 12.31p 26.47p 10.00p 48.78p 12.31p 25.74p 38.05p 2014 Pence per share 11.19p 25.74p £m 315 681 257 1,253 36.93p 315 659 974 11.19p 23.84p 35.03p £m 287 658 945 285 610 895 Dividend per share Interim and special dividends are recorded in the period in which they are paid. Final dividends are recorded in the period in which they are approved by shareholders. The final dividend for the year ended 31 December 2014 of 25.74 pence per ordinary share was paid to eligible shareholders on 21 May 2015 and the 2015 interim dividend of 12.31 pence per ordinary share was paid to eligible shareholders on 25 September 2015. From 2016, Prudential will make twice-yearly interim dividend payments to replace final/interim dividend. The second interim ordinary and special dividend for the year ended 31 December 2015 of 26.47 pence and 10.00 pence per ordinary share respectively, will be paid on 20 May 2016 in sterling to shareholders on the principal register and the Irish branch register at 6.00pm BST on 29 March 2016 (Record Date), and in Hong Kong dollars to shareholders on the Hong Kong branch register at 4.30pm Hong Kong time on the Record Date (HK Shareholders). Holders of US American Depositary Receipts (US Shareholders) will be paid their dividends in US dollars on or about 27 May 2016. The second interim ordinary and special dividend will be paid on or about 27 May 2016 in Singapore dollars to shareholders with shares standing to the credit of their securities accounts with The Central Depository (Pte.) Limited (CDP) at 5.00pm Singapore time on the Record Date (SG Shareholders). The dividend payable to the HK Shareholders will be translated using the exchange rate quoted by the WM Company at the close of business on 8 March 2016. The exchange rate at which the dividend payable to the SG Shareholders will be translated into Singapore dollars, will be determined by CDP. Shareholders on the principal register and Irish branch register will be able to participate in a Dividend Reinvestment Plan. 178 Prudential plc Annual Report 2015 www.prudential.co.ukB: Earnings performance continuedC: Balance sheet notes C1: Analysis of Group position by segment and business type To explain the assets, liabilities and capital of the Group’s businesses more comprehensively, it is appropriate to provide analyses of the Group’s statement of financial position by operating segment and type of business. C1.1 Group statement of financial position – analysis by segment a Position as at 31 December 2015 2015 £m Insurance operations Note Asia C2.1 US C2.2 UK C2.3 Total insurance operations Asset manage- ment operations C2.4 Unallo- cated to a segment (central opera- tions) Elimin- ation of intra- group debtors and creditors By operating segment Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: Goodwill in respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets C5.2(a) C5.2(b) Total Total Deferred tax assets Other non-investment and non-cash assets note (i) Investments of long-term business and other operations: Investment properties Investments in joint ventures and associates accounted for using the equity method Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits Total investments Assets held for sale Cash and cash equivalents note (ii) C5.1(a) 233 – C5.1(b) 2,103 2,336 6,168 6,168 – 83 83 233 1,230 8,354 8,587 21 1,251 – 42 42 – – – 2,378 66 6,168 2,448 C8.1 185 8 193 276 132 185 50 235 – – – 8,822 2,646 1,251 140 5 5 13,412 13,422 – D6 C3.4 C3.3 475 1,084 – 7,418 434 3,571 909 12,073 18,532 28,292 57 773 91,216 34,071 1,715 – 47,593 157,341 83,101 145,464 7,258 11,999 5,486 11,226 49,218 134,425 164,823 348,466 – 2,064 – 1,405 2 2,880 2 6,349 125 885 85 2,204 94 89 3,482 – 1,054 7,431 Total assets C3.1 57,347 151,651 175,322 384,320 3,621 7,205 7,209 18,035 1,504 4,886 (10,142) 14,283 Group Total 1,463 8,422 9,885 185 50 235 10,120 2,819 – 47 47 – – – 47 33 – – – – – – – – – – – 27 3 1 – 31 – 379 – 13,422 – – 1,034 12,958 – 157,453 – 147,671 7,353 – 12,088 – – 351,979 – – 2 7,782 5,376 (10,142) 386,985 179 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC1: Analysis of Group position by segment and business type continued C1.1 Group statement of financial position – analysis by segment continued By operating segment Equity and liabilities Equity Shareholders’ equity Non-controlling interests Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Insurance contract liabilities Investment contract liabilities with discretionary participation features Investment contract liabilities without discretionary participation features Unallocated surplus of with-profits funds Total policyholder liabilities and unallocated surplus of with-profits funds Core structural borrowings of shareholder-financed operations: Subordinated debt Other Total Operational borrowings attributable to shareholder-financed operations Borrowings attributable to with-profits operations Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements Net asset value attributable to unit holders of consolidated unit trusts and similar funds Deferred tax liabilities Current tax liabilities Accruals and deferred income Other creditors Provisions Derivative liabilities Other liabilities note (iii) Total Liabilities held for sale Total liabilities 2015 £m Insurance operations Note Asia C2.1 US C2.2 UK C2.3 Total insurance operations Asset manage- ment operations C2.4 Unallo- cated to a segment (central opera- tions) Elimin- ation of intra- group debtors and creditors Group Total 3,956 1 3,957 4,154 – 4,154 5,140 – 13,250 1 2,332 – (2,627) – 5,140 13,251 2,332 (2,627) – – – 12,955 1 12,956 42,084 136,129 83,801 262,014 251 – 42,708 42,959 181 2,784 15,841 18,806 2,553 – 10,543 13,096 C4.1(a) 45,069 138,913 152,893 336,875 – – – – – – – – – (1,261) 260,753 – – – 42,959 18,806 13,096 – (1,261) 335,614 C6.1 C6.2 C6.2 C8.1 C8.2 C12 C3.5(b) – – – – – – 169 169 – – – – 169 169 – 275 275 4,018 549 4,567 66 179 245 10 1,705 – 1,332 1,332 – – 1,914 1,651 3,565 200 – – – – – 4,018 993 5,011 1,960 1,332 – 3,765 – – 2,802 734 50 136 3,266 119 140 1,074 8,321 – 22 2,086 3 – 1,022 6 249 3,047 5,049 1,162 203 447 4,591 158 2,125 392 7,873 3,982 256 583 8,879 283 2,514 4,513 8,349 15,778 32,448 – – – – 17 50 300 3,695 244 283 25 4,814 – 5,099 7,431 – 11 19 69 1,183 77 322 50 – – – – (8,881) – – – 7,873 4,010 325 952 4,876 604 3,119 4,588 1,731 (8,881) 30,112 – – – 8,003 (10,142) 374,029 5,376 (10,142) 386,985 C3.1 53,390 147,497 170,182 371,069 Total equity and liabilities 57,347 151,651 175,322 384,320 180 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedsubsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets C5.2(a) C5.2(b) – 54 54 – – – 2,198 84 5,197 2,343 C8.1 186 7 193 279 132 186 61 247 – – – 7,674 2,559 1,251 141 b Position as at 31 December 2014 By operating segment Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: Goodwill in respect of acquired Total Total Deferred tax assets Other non-investment and non-cash assets note (i) Investments of long-term business and other operations: Investment properties Investments in joint ventures and associates accounted for using the equity method Financial investments: Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits Total investments Assets held for sale Cash and cash equivalents note (ii) Total assets 2014 £m Insurance operations Note Asia C2.1 US C2.2 UK C2.3 Total insurance operations Asset manage- ment operations C2.4 Unallo- cated to a segment (central opera- tions) Elimin- ation of intra- group debtors and creditors C5.1(a) 233 – C5.1(b) 1,911 2,144 5,197 5,197 – 86 86 233 1,230 7,194 7,427 21 1,251 Group Total 1,463 7,261 8,724 186 61 247 8,971 2,765 – 46 46 – – – 46 65 – – – – – – – – 3,111 6,617 6,826 16,554 1,464 5,058 (10,295) 12,781 – 28 12,736 12,764 – 374 – 536 910 C3.4 1,014 6,719 4,254 11,987 C3.3 19,200 23,629 48 769 82,081 32,980 1,670 – 43,468 144,749 86,349 142,958 7,500 5,782 13,022 12,253 45,034 123,478 165,378 333,890 D1 819 1,684 – 904 5 2,457 824 5,045 C3.1 52,930 138,539 175,077 366,546 107 854 79 2,293 121 74 3,528 – 1,044 7,428 – – – 34 – 2 – 36 – 320 – – – 12,764 1,017 12,841 – 144,862 – 145,251 7,623 – 13,096 – – 337,454 – – 824 6,409 5,525 (10,295) 369,204 181 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC1: Analysis of Group position by segment and business type continued C1.1 Group statement of financial position – analysis by segment continued 2014 £m Insurance operations Note Asia US UK Total insurance operations Asset manage- ment operations Unallo- cated to a segment (central opera- tions) Elimin- ation of intra- group debtors and creditors Group Total 3,548 1 3,549 4,067 – 4,067 3,804 – 11,419 1 3,804 11,420 2,077 – 2,077 (1,685) – (1,685) – – – 11,811 1 11,812 39,670 124,076 87,655 251,401 218 – 39,059 39,277 180 2,670 17,374 20,224 2,102 – 10,348 12,450 C4.1(a) 42,170 126,746 154,436 323,352 – – – – – – – – – (1,363) 250,038 – – – 39,277 20,224 12,450 – (1,363) 321,989 C6.1 C6.2(a) C6.2(b) C8.1 C8.2 C12 C3.5(b) D1 C3.1 – – – – 160 160 – 275 275 – 160 160 179 – – – – – 74 253 – 1,093 1,093 – 1,156 1,191 2,347 2,161 719 65 123 2,434 110 143 686 6,441 770 22 2,308 1 – 776 5 251 2,868 5,174 1,228 414 441 5,159 202 1,381 480 7,357 4,255 480 564 8,369 317 1,775 4,034 7,387 15,670 29,498 – – 770 49,381 134,472 171,273 355,126 52,930 138,539 175,077 366,546 3,320 549 3,869 2,004 – – – 14 71 55 771 72 315 39 – – – – – 3,320 984 4,304 2,263 1,093 – 2,347 – – – – (8,932) – – – 7,357 4,291 617 947 4,262 724 2,323 4,105 1,337 (8,932) 26,973 – – 770 7,210 (10,295) 357,392 5,525 (10,295) 369,204 6 – – – 22 66 328 4,054 335 233 32 5,070 – 5,351 7,428 By operating segment Equity and liabilities Equity Shareholders’ equity Non-controlling interests Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Insurance contract liabilities Investment contract liabilities with discretionary participation features Investment contract liabilities without discretionary participation features Unallocated surplus of with-profits funds Total policyholder liabilities and unallocated surplus of with-profits funds Core structural borrowings of shareholder-financed operations: Subordinated debt Other Total Operational borrowings attributable to shareholder-financed operations Borrowings attributable to with-profits operations Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements Net asset value attributable to unit holders of consolidated unit trusts and similar funds Deferred tax liabilities Current tax liabilities Accruals and deferred income Other creditors Provisions Derivative liabilities Other liabilities note (iii) Total Liabilities held for sale Total liabilities Total equity and liabilities 182 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedNotes (i) Included within other non-investment and non-cash assets are accrued investment income of £2,751 million (2014: £2,667 million) and other debtors of £1,955 million (2014: £1,852 million). Accrued investment income and other debtors 2015 £m 2014 £m Interest receivable Other Total accrued investment income Other debtors comprises: Amounts due from Policyholders Intermediaries Reinsurers Other Total other debtors Total accrued investment income and other debtors 1,895 856 2,751 332 14 82 1,527 1,955 4,706 1,932 735 2,667 335 20 61 1,436 1,852 4,519 Of the £4,706 million (2014: £4,519 million) of accrued investment income and other debtors, £433 million (2014: £381 million) is expected to be settled after one year or more. (ii) 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. The component breakdown is as follows: Cash Cash equivalents Total cash and cash equivalents 2015 £m 2014 £m 5,030 2,752 7,782 5,166 1,243 6,409 Of the total cash and cash equivalents, £365 million (2014: £304 million) is held centrally and considered to be available for general use by the Group. The remaining funds are considered not to be available for general use by the Group, and include funds held for the benefit of policyholders. (iii) Other liabilities comprise: Creditors arising from direct insurance and reinsurance operations Interest payable Other items* Total 2015 £m 2014 £m 1,828 70 2,690 4,588 1,431 59 2,615 4,105 * Of the £2,690 million (2014: £2,615 million) other items as at 31 December 2015, £2,347 million (2014: £2,201 million) related to liabilities for funds withheld under reinsurance arrangement of the REALIC business. 183 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C1: Analysis of Group position by segment and business type continued C1.2 Group statement of financial position – analysis by business type 2015 £m 2014 £m Policyholder Shareholder-backed business Unit- linked and variable annuity Non- linked business Asset manage- ment operations Unallo- cated to a segment (central operations) Note Participating funds Elimin- ations of Intra- group debtors and creditors C5.1(a) C5.1(b) Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets Total Total Deferred tax assets Other non-investment and non-cash C8.1 – – – 185 50 235 235 83 – – – – – – – 1 233 1,230 8,354 8,587 21 1,251 – – – – – – 8,587 2,562 1,251 140 – 47 47 – – – 47 33 – – – – – – – – Group Total Group Total 1,463 1,463 8,422 9,885 7,261 8,724 185 50 235 186 61 247 10,120 2,819 8,971 2,765 assets Investments of long-term business and other operations: Investment properties Investments in joint ventures and associates accounted for using the equity method Financial investments: Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits Total investments Assets held for sale Cash and cash equivalents Total assets 3,649 578 11,174 1,504 4,886 (7,508) 14,283 12,781 11,115 705 1,602 – 434 C3.4 2,599 – – 475 9,474 C3.3 39,195 117,067 9,290 60,870 29 5,045 1,049 8,970 1,079 75,304 2,184 1,980 128,228 128,140 92,098 2 2,623 – 829 – 2,897 134,820 129,548 117,318 125 885 85 2,204 94 89 3,482 – 1,054 7,431 – – – 27 3 1 – 31 – 379 – 13,422 12,764 – – 1,034 1,017 12,958 12,841 – 157,453 144,862 – 147,671 145,251 7,623 – 13,096 – 7,353 12,088 – 351,979 337,454 – – 2 7,782 824 6,409 5,376 (7,508) 386,985 369,204 184 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued Equity and liabilities Equity Shareholders’ equity Non-controlling interests Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Contract liabilities (including amounts in respect of contracts classified as investment contracts under IFRS 4) Unallocated surplus of with-profits funds Total policyholder liabilities and unallocated surplus of with-profits funds Core structural borrowings of shareholder-financed operations: Subordinated debt Other Total Operational borrowings attributable to shareholder-financed operations Borrowings attributable to with-profits operations Deferred tax liabilities Other non-insurance liabilities Liabilities held for sale Total liabilities Total equity and liabilities C6.1 C6.2(a) C6.2(b) C8.1 D1 2015 £m 2014 £m Policyholder Shareholder-backed business Unit- linked and variable annuity Non- linked business Asset manage- ment operations Unallo- cated to a segment (central operations) Note Participating funds Elimin- ations of Intra- group debtors and creditors Group Total Group Total – – – – – – 13,250 1 13,251 2,332 – 2,332 (2,627) – (2,627) – – – 12,955 1 11,811 1 12,956 11,812 107,907 125,819 88,792 13,096 – – C4.1(a) 121,003 125,819 88,792 – – – – – – – – – – – – – 4 – 169 169 – 275 275 4,018 549 4,567 241 10 1,705 – 322,518 309,539 – 13,096 12,450 – 335,614 321,989 – – – – 4,018 993 5,011 3,320 984 4,304 1,960 2,263 1,332 1,326 11,159 – – 27 3,698 – – 2,629 12,236 – 134,820 129,548 104,067 134,820 129,548 117,318 – 17 4,797 – 5,099 7,431 – 11 1,720 – – – 1,332 4,010 (7,508) 26,102 – – 1,093 4,291 22,682 770 8,003 (7,508) 374,029 357,392 5,376 (7,508) 386,985 369,204 185 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C2: Analysis of segment position by business type To show the statement of financial position by reference to the differing degrees of policyholder and shareholder economic interest of the different types of business, the analysis below is structured to show the assets and liabilities of each segment by business type. C2.1 Asia insurance operations 2015 £m 2014 £m With-profits business note Note Unit-linked assets and liabilities Other business 31 Dec Total 31 Dec Total Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: Deferred acquisition costs and other intangible assets Deferred tax assets Other non-investment and non-cash assets Investments of long-term business and other operations: Investment properties Investments in joint ventures and associates accounted for using the equity method Financial investments: Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits Total investments Assets held for sale Cash and cash equivalents Total assets Equity and liabilities Equity Shareholders’ equity Non-controlling interests Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Contract liabilities (including amounts in respect of contracts classified as investment contracts under IFRS 4) Unallocated surplus of with-profits funds Total Deferred tax liabilities Other non-insurance liabilities Liabilities held for sale Total liabilities Total equity and liabilities – – – 42 – 1,981 – – 540 6,861 16,335 28 188 23,952 – 863 – – – – 1 207 – – – 10,831 2,809 16 214 13,870 – 363 233 2,103 2,336 – 65 1,433 5 475 544 840 9,148 13 371 11,396 – 838 C3.4 C3.3 233 2,103 2,336 42 66 3,621 5 475 233 1,911 2,144 54 84 3,111 – 374 1,084 1,014 18,532 28,292 57 773 49,218 – 2,064 26,838 14,441 16,068 57,347 – – – – – – 3,956 1 3,957 3,956 1 3,957 C4.1(b) 19,642 2,553 22,195 474 4,169 – 26,838 26,838 13,355 – 13,355 27 1,059 – 14,441 14,441 9,519 – 9,519 233 2,359 – 12,111 16,068 42,516 2,553 45,069 734 7,587 – 53,390 57,347 19,200 23,629 48 769 45,034 819 1,684 52,930 3,548 1 3,549 40,068 2,102 42,170 719 5,722 770 49,381 52,930 Note The statement of financial position for with-profits business comprises the with-profits assets and liabilities of the Hong Kong, Malaysia and Singapore operations. Assets and liabilities of other participating business are included in the column for ‘Other business’. 186 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued C2.2 US insurance operations 2015 £m 2014 £m Variable annuity separate account assets and liabilities note (i) Fixed annuity, GIC and other business note (i) Note 31 Dec Total 31 Dec Total Assets Intangible assets attributable to shareholders: Deferred acquisition costs and other intangibles note (vi) Total Deferred tax assets Other non-investment and non-cash assets note (ii) Investments of long-term business and other operations: Investment properties Financial investments: Loans Equity securities and portfolio holdings in unit trusts note (iii) Debt securities Other investments note (iv) C3.4 C3.3 Total investments Cash and cash equivalents Total assets Equity and liabilities Equity Shareholders’ equity note (vii) Total equity Liabilities Policyholder liabilities: note (vi) – – – – – – 91,022 – – 91,022 – 6,168 6,168 2,448 7,205 5 7,418 194 34,071 1,715 43,403 1,405 6,168 6,168 2,448 7,205 5 7,418 91,216 34,071 1,715 5,197 5,197 2,343 6,617 28 6,719 82,081 32,980 1,670 134,425 123,478 1,405 904 91,022 60,629 151,651 138,539 – – 4,154 4,154 4,154 4,154 4,067 4,067 Contract liabilities (including amounts in respect of contracts classified as investment contracts under IFRS 4) note (v) Total Core structural borrowings of shareholder-financed operations Operational borrowings attributable to shareholder-financed operations Deferred tax liabilities Other non-insurance liabilities note (v) Total liabilities Total equity and liabilities 91,022 91,022 C4.1(c) – – – – 91,022 91,022 47,891 47,891 169 66 2,086 6,263 56,475 60,629 138,913 138,913 126,746 126,746 169 66 2,086 6,263 160 179 2,308 5,079 147,497 151,651 134,472 138,539 187 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C2: Analysis of segment position by business type continued C2.2 US insurance operations continued Notes (i) (ii) These amounts are for separate account assets and liabilities for all variable annuity products comprising those with and without guarantees. Assets and liabilities attaching to variable annuity business that are not held in the separate account, eg, in respect of guarantees are shown within other business. Included within other non-investment and non-cash assets of £7,205 million (2014: £6,617 million) were balances of £6,211 million (2014: £5,979 million) for reinsurers’ share of insurance contract liabilities. Of the £6,211 million as at 31 December 2015, £5,388 million related to the reinsurance ceded by the REALIC business (2014: £5,174 million). Jackson holds collateral for certain of these reinsurance arrangements with a corresponding funds withheld liability. As of 31 December 2015, the funds withheld liability of £2,347 million (2014: £2,201 million) was recorded within other non-insurance liabilities. (iii) Equity securities and portfolio holdings in unit trusts include investments in mutual funds, the majority of which are equity-based. (iv) Other investments comprise: Derivative assets* Partnerships in investment pools and other† 2015 £m 2014 £m 905 810 1,715 916 754 1,670 * After taking account of the derivative liabilities of £249 million (2014: £251 million), which are included in other non-insurance liabilities, the derivative position for US operations is a net asset of £656 million (2014: £665 million). † Partnerships in investment pools and other comprise primarily investments in limited partnerships. These include interests in the PPM America Private Equity Fund and diversified investments in 162 (2014: 164) other partnerships by independent money managers that generally invest in various equities and fixed income loans and securities. (v) 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 agreements totalled £1,725 million (2014: £844 million) and are included in other non-insurance liabilities in the statement of financial position above. (vi) Under IFRS 4, adequacy testing of liabilities, net of deferred acquisition costs is required. The practical application for Jackson is in the context of the deferred acquisition cost asset and the liabilities for Jackson’s insurance contracts being determined in accordance with US GAAP. The liabilities include those in respect of the separate accounts (which naturally reflect separate account assets), policyholder account values, and guarantees measured as described in note C4.2. Under US GAAP, most of Jackson’s products are accounted for under Accounting Standard no. 97 of the Financial Accounting Standards Board (FAS 97) whereby deferred acquisition costs are amortised in line with expected gross profits. Recoverability of the deferred acquisition costs in the balance sheet is tested against the projected value of future profits using current estimates and therefore no additional liability adequacy test is required by IFRS 4. The DAC recoverability test is performed in line with US GAAP requirements which in practice is at the grouped level of those contracts managed together. (vii) Changes in shareholders’ equity: Operating profit based on longer-term investment returns B1.1 Short-term fluctuations in investment returns B1.2 Amortisation of acquisition accounting adjustments arising from the purchase of REALIC Profit before shareholder tax Tax B5 Profit for the year Profit for the year (as above) Items recognised in other comprehensive income: Exchange movements Unrealised valuation movements on securities classified as available-for-sale: Unrealised holding (losses) gains arising during the year Less: net gains included in the income statement on disposal and impairment Total unrealised valuation movements Related change in amortisation of deferred acquisition costs C5.1(b) Related tax Total other comprehensive (loss) income Total comprehensive income for the year Dividends, interest payments to central companies and other movements Net increase in equity Shareholders’ equity at beginning of year Shareholders’ equity at end of year 2015 £m 2014 £m 1,691 (424) (68) 1,199 (236) 963 1,431 (1,103) (71) 257 (8) 249 2015 £m 2014 £m 963 230 (1,256) (49) (1,305) 337 339 (399) 564 (477) 87 4,067 4,154 249 235 1,039 (83) 956 (87) (304) 800 1,049 (428) 621 3,446 4,067 188 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC2.3 UK insurance operations Of the total investments of £165 billion in UK insurance operations, £104 billion of investments are held by Scottish Amicable Insurance Fund and the PAC with-profits sub-fund. Shareholders are exposed only indirectly to value movements on these assets. By operating segment Assets Intangible assets attributable to shareholders: Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs Total Total Deferred tax assets Other non-investment and non-cash assets Investments of long-term business and other operations: Investment properties Investments in joint ventures and associates accounted for using the equity method Financial investments: Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments note (iii) Deposits Total investments Properties held for sale Cash and cash equivalents Total assets 2015 £m 2014 £m Other funds and subsidiaries Scottish Amicable Insurance Fund note (i) PAC with- profits sub-fund note (ii) Note Unit-linked assets and liabilities Annuity and other long-term business Total 31 Dec Total 31 Dec Total – – – – – – – – 185 8 193 193 – – – – – – 83 83 – – – 83 83 83 – – – 83 83 83 185 8 193 276 86 86 186 7 193 279 1 171 82 4,131 – 371 49 2,536 49 2,907 132 7,209 132 6,826 358 10,757 705 1,592 2,297 13,412 12,736 – 434 C3.4 61 1,998 – – – – 434 536 1,512 1,512 3,571 4,254 C3.3 2,530 2,331 210 399 29,804 42,204 4,807 8,383 15,214 6,481 13 835 45 32,085 456 1,609 15,259 38,566 469 2,444 47,593 83,101 5,486 11,226 43,468 86,349 5,782 12,253 5,889 98,387 23,248 37,299 60,547 164,823 165,378 – 169 2 1,591 – 466 – 654 – 1,120 2 2,880 5 2,457 6,230 104,386 24,085 40,621 64,706 175,322 175,077 189 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC2: Analysis of segment position by business type continued C2.3 UK insurance operations continued 2015 £m 2014 £m Other funds and subsidiaries Scottish Amicable Insurance Fund note (i) PAC with- profits sub-fund note (ii) Note Unit-linked assets and liabilities Annuity and other long-term business Total 31 Dec Total note (iv) 31 Dec Total – – – – – – 5,140 5,140 5,140 5,140 5,140 5,140 3,804 3,804 5,919 83,607 21,442 31,382 52,824 142,350 144,088 – 10,543 – – – 10,543 10,348 Equity and liabilities Equity Shareholders’ equity Total equity Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Contract liabilities (including amounts in respect of contracts classified as investment contracts under IFRS 4) Unallocated surplus of with-profits funds (reflecting application of ‘realistic’ basis provisions for UK regulated with-profits funds) Total C4.1(d) 5,919 94,150 21,442 31,382 52,824 152,893 154,436 Operational borrowings attributable to shareholder- financed operations Borrowings attributable to with-profits funds Deferred tax liabilities Other non-insurance liabilities Total liabilities Total equity and liabilities – 12 31 268 – 1,320 821 8,095 4 – – 2,639 175 – 310 3,614 179 – 310 6,253 179 1,332 1,162 14,616 74 1,093 1,228 14,442 6,230 104,386 24,085 35,481 59,566 170,182 171,273 6,230 104,386 24,085 40,621 64,706 175,322 175,077 Notes (i) (ii) 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. SAIF is a separate sub-fund within the PAC long-term business fund. The PAC with-profits sub-fund (WPSF) mainly contains with-profits business but it also contains some non-profit business (unit-linked, term assurances and annuities). Included in the PAC with-profits fund is £10.8 billion (2014: £11.7 billion) of non-profits annuities liabilities. 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. 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 which comprises 4 per cent of the total assets of the WPSF and includes the with-profits annuity business transferred to Prudential from the Equitable Life Assurance Society on 1 December 2007 (with assets of approximately £1.7 billion). Profits to shareholders on this with-profits annuity business emerge on a ‘charges less expenses’ basis and policyholders are entitled to 100 per cent of the investment earnings. (iii) Other investments comprise: Derivative assets* Partnerships in investment pools and other† 2015 £m 2014 £m 1,930 3,556 5,486 2,344 3,438 5,782 * After taking account of derivative liabilities of £2,125 million (2014: £1,381 million), which are also included in the statement of financial position, the overall derivative position was a net liability of £195 million (2014: net asset of £963 million). † Partnerships in investment pools and other comprise mainly investments held by the PAC with-profits fund. These investments are primarily investments in limited partnerships and additionally, investments in property funds. (iv) The shareholders’ equity at 31 December 2015 includes the effect of a classification change of £702 million from Other operations to UK insurance operations in order to align with Solvency II segmental reporting, with no overall effect on the Group’s shareholders’ equity. 190 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued C2.4 Asset management operations Note M&G Prudential Capital Eastspring Investments US 31 Dec Total 31 Dec Total 2015 £m 2014 £m Assets Intangible assets: Goodwill Deferred acquisition costs and other intangible assets Total Other non-investment and non-cash assets Investments in joint ventures and associates accounted for using the equity method Financial investments: Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments Deposits C3.4 C3.3 Total investments Cash and cash equivalents Total assets Equity and liabilities Equity Shareholders’ equity Total equity Liabilities Core structural borrowing of shareholder-financed operations Operational borrowings attributable to shareholder-financed operations Intra-group debt represented by operational borrowings at Group level note (i) Other non-insurance liabilities note (ii) Total liabilities Total equity and liabilities 1,153 16 1,169 715 29 – 70 – 15 – 114 430 – – – 16 3 19 614 236 – 885 – 2,204 74 – 3,163 415 – – – – 5 50 55 79 2,428 4,192 389 1,774 1,774 70 70 – 10 – 644 654 2,428 275 – 1,705 2,142 4,122 4,192 182 182 – – – 207 207 389 61 2 63 79 96 – 15 – – 39 150 130 422 1,230 21 1,251 1,644 1,230 21 1,251 1,605 125 107 885 85 2,204 94 89 3,482 1,054 7,431 854 79 2,293 121 74 3,528 1,044 7,428 306 306 2,332 2,332 2,077 2,077 – – – 116 116 422 275 275 10 6 1,705 3,109 5,099 7,431 2,004 3,066 5,351 7,428 Notes (i) Intra-group debt represented by operational borrowings at Group level, which are in respect of Prudential Capital’s short-term fixed income security programme and comprise: Commercial Paper Medium Term Notes Total intra-group debt represented by operational borrowings at Group level (ii) Other non-insurance liabilities consist primarily of intra-group balances, derivative liabilities and other creditors. 2015 £m 2014 £m 1,107 598 1,705 1,704 300 2,004 191 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C3: Assets and liabilities – classification and measurement C3.1 Group assets and liabilities – classification The classification of the Group’s assets and liabilities, and its corresponding accounting carrying values reflect the requirements of IFRS. For financial investments, the basis of valuation reflects the Group’s application of IAS 39 ‘Financial Instruments: Recognition and Measurement’ as described further below. Where assets and liabilities have been valued at fair value or measured on a different basis but fair value is disclosed, the Group has followed the principles under IFRS 13 ‘Fair Value Measurement’. The basis applied is summarised below: 31 Dec 2015 £m Cost/ amortised cost/ IFRS 4 basis value note (i) Total carrying value Fair value, where applicable At fair value Through profit or loss Available- for-sale – – – – – – – – – – – – – – – – – – – – – – – – – – – – 13,422 – 2,438 157,453 113,687 7,353 – 294,353 2 – – – – – 33,984 – – 33,984 – – 1,463 8,422 9,885 185 50 235 1,463 8,422 9,885 185 50 235 10,120 10,120 1,197 7,903 2,819 477 2,751 1,955 1,197 7,903 2,819 477 2,751 1,955 17,102 17,102 – 1,034 10,520 – – – 12,088 23,642 – 7,782 13,422 1,034 12,958 157,453 147,671 7,353 12,088 351,979 2 7,782 294,355 33,984 58,646 386,985 2,751 1,955 13,422 13,482 157,453 147,671 7,353 12,088 2 7,782 Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets Total Total intangible assets Other non-investment and non-cash assets: Property, plant and equipment Reinsurers’ share of insurance contract liabilities Deferred tax assets Current tax recoverable Accrued investment income Other debtors Total Investments of long-term business and other operations: note (ii) Investment properties Investments accounted for using the equity method Loans note (iv) Equity securities and portfolio holdings in unit trusts Debt securities note (v) Other investments note (vi) Deposits Total investments Assets held for sale note (vii) Cash and cash equivalents Total assets 192 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued31 Dec 2015 £m Cost/ amortised cost/ IFRS 4 basis value Total carrying value Fair value, where applicable At fair value Through profit or loss Available- for-sale Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Insurance contract liabilities Investment contract liabilities with discretionary participation features note (iii) Investment contract liabilities without discretionary participation features Unallocated surplus of with-profits funds Total Core structural borrowings of shareholder-financed operations Other borrowings: note (v) Operational borrowings attributable to shareholder- financed operations Borrowings attributable to with-profits operations Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements Net asset value attributable to unit holders of consolidated unit trusts and similar funds Deferred tax liabilities Current tax liabilities Accruals and deferred income Other creditors Provisions Derivative liabilities Other liabilities Total Total liabilities – – 16,022 – 16,022 – – – – 7,873 – – – 322 – 3,119 2,347 13,661 29,683 – – – – – – – – – – – – – – – – – – – 260,622 260,622 42,959 42,959 2,784 13,227 18,806 13,227 319,592 335,614 18,842 5,011 5,011 5,419 1,960 1,332 1,960 1,332 1,960 1,344 3,765 – 4,010 325 952 4,554 604 – 2,241 3,765 7,873 4,010 325 952 4,876 604 3,119 4,588 3,775 7,873 4,876 3,119 4,588 16,451 30,112 344,346 374,029 193 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.1 Group assets and liabilities – classification continued 31 Dec 2014 £m Cost/ amortised cost/ IFRS 4 basis value note (i) Total carrying value Fair value, where applicable At fair value Through profit or loss Available- for-sale – – – – – – – – – – – – – – – – – – – – – – – – – – – – 12,764 – 2,291 144,862 112,354 7,623 – 279,894 824 – – – – – 32,897 – – 32,897 – – 1,463 7,261 8,724 186 61 247 1,463 7,261 8,724 186 61 247 8,971 8,971 978 7,167 2,765 117 2,667 1,852 978 7,167 2,765 117 2,667 1,852 15,546 15,546 – 1,017 10,550 – – – 13,096 24,663 – 6,409 12,764 1,017 12,841 144,862 145,251 7,623 13,096 337,454 824 6,409 280,718 32,897 55,589 369,204 2,667 1,852 12,764 13,548 144,862 145,251 7,623 13,096 824 6,409 Assets Intangible assets attributable to shareholders: Goodwill Deferred acquisition costs and other intangible assets Total Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes Deferred acquisition costs and other intangible assets Total Total intangible assets Other non-investment and non-cash assets: Property, plant and equipment Reinsurers’ share of insurance contract liabilities Deferred tax assets Current tax recoverable Accrued investment income Other debtors Total Investments of long-term business and other operations: note (ii) Investment properties Investments accounted for using the equity method Loans note (iv) Equity securities and portfolio holdings in unit trusts Debt securities note (v) Other investments note (vi) Deposits Total investments Assets held for sale note (vii) Cash and cash equivalents Total assets 194 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued31 Dec 2014 £m Cost/ amortised cost/ IFRS 4 basis value Total carrying value Fair value, where applicable At fair value Through profit or loss Available- for-sale Liabilities Policyholder liabilities and unallocated surplus of with-profits funds: Insurance contract liabilities Investment contract liabilities with discretionary participation features note (iii) Investment contract liabilities without discretionary participation features Unallocated surplus of with-profits funds Total Core structural borrowings of shareholder-financed operations Other borrowings: note (v) Operational borrowings attributable to shareholder- financed operations Borrowings attributable to with-profits operations Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements Net asset value attributable to unit holders of consolidated unit trusts and similar funds Deferred tax liabilities Current tax liabilities Accruals and deferred income Other creditors Provisions Derivative liabilities Other liabilities Total Liabilities held for sale note (vii) Total liabilities – – 17,554 – 17,554 – – – – 7,357 – – – 327 – 2,323 2,201 12,208 770 30,532 – – – – – – – – – – – – – – – – – – – – 250,038 250,038 39,277 39,277 2,670 12,450 20,224 12,450 304,435 321,989 20,211 4,304 4,304 4,925 2,263 1,093 2,263 1,093 2,263 1,108 2,347 – 4,291 617 947 3,935 724 – 1,904 14,765 – 2,347 7,357 4,291 617 947 4,262 724 2,323 4,105 26,973 770 326,860 357,392 2,361 7,357 4,262 2,323 4,105 770 Notes (i) Assets carried at cost or amortised cost are subject to impairment testing where appropriate under IFRS requirements. This category also includes assets which are valued by reference to specific IFRS standards such as reinsurers’ share of insurance contract liabilities, deferred tax assets and investments accounted for under the equity method. (ii) Realised gains and losses on the Group’s investments for 2015 recognised in the income statement amounted to a net gain of £3.0 billion (2014: £2.9 billion). (iii) The carrying value of investment contracts with discretionary participation features is on IFRS 4 basis. It is impractical to determine the fair value of these contracts due to the lack of a reliable basis to measure participation features. (iv) Loans and receivables are reported net of allowance for loan losses of £10 million (2014: £21 million). (v) As at 31 December 2015, £481 million (2014: £477 million) of convertible bonds were included in debt securities and £1,217 million (2014: £1,148 million) were included in borrowings. (vi) See note C3.5(b) 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. (vii) Assets and liabilities held for sale are valued at fair value less costs to sell. 195 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C3: Assets and liabilities – classification and measurement continued C3.2 Group assets and liabilities – measurement a Determination of fair value The fair values of the assets and liabilities of the Group as shown in this note have been determined on the following bases. The fair values of the financial instruments for which fair valuation is required under IFRS are determined by the use of current market bid prices for exchange-quoted investments or by using quotations from independent third parties such as brokers and pricing services or by using appropriate valuation techniques. 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 quoted prices if exchange listed, quotations from independent third parties or valued internally using standard market practices. The loans and receivables have been shown net of provisions for impairment. The fair value of loans have been estimated from discounted cash flows expected to be received. The rate of discount used was the market rate of interest where applicable. The fair value of investment properties is based on market values as assessed by professionally qualified external valuers or by the Group’s qualified surveyors. The fair value of the subordinated and senior debt issued by the parent company is determined using quoted prices from independent third parties. The fair value of financial liabilities (other than derivative financial instruments) is determined using discounted cash flows of the amounts expected to be paid. b Fair value measurement hierarchy of Group assets and liabilities Assets and liabilities carried at fair value on the statement of financial position The table on the next page shows the assets and liabilities carried at fair value analysed by level of the IFRS 13 ‘Fair Value Measurement’ defined fair value hierarchy. This hierarchy is based on the inputs to the fair value measurement and reflects the lowest level input that is significant to that measurement. 196 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedFinancial instruments at fair value Analysis of financial investments, net of derivative liabilities by business type With-profits Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Unit-linked and variable annuity separate account Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Non-linked shareholder-backed Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Group total analysis, including other financial liabilities held at fair value Group total Loans* Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Investment contracts liabilities without discretionary participation features held at fair value Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other financial liabilities held at fair value Total financial instruments at fair value Percentage of total * Loans in the above table are those classified as fair value through profit and loss in note C3.1. 31 Dec 2015 £m Level 1 Level 2 Level 3 Total Quoted prices (unadjusted) in active markets Valuation based on significant observable market inputs Valuation based on significant unobservable market inputs 35,441 20,312 85 (110) 55,728 54% 116,691 4,350 5 (2) 121,044 96% – 1,150 17,767 – – 18,917 23% 3,200 40,033 1,589 (1,526) 43,296 42% 354 4,940 20 (16) 5,298 4% 255 10 59,491 1,378 (1,112) 60,022 73% – 153,282 42,429 90 (112) 255 3,564 104,464 2,987 (2,654) 195,689 108,616 554 525 3,371 – 4,450 4% 22 – 4 – 26 0% 2,183 31 253 901 (353) 3,015 4% 2,183 607 778 4,276 (353) 7,491 39,195 60,870 5,045 (1,636) 103,474 100% 117,067 9,290 29 (18) 126,368 100% 2,438 1,191 77,511 2,279 (1,465) 81,954 100% 2,438 157,453 147,671 7,353 (3,119) 311,796 – (16,022) – (16,022) (5,782) – 189,907 67% (1,055) (322) 91,217 32% (1,036) (2,347) 4,108 1% (7,873) (2,669) 285,232 100% 197 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.2 Group assets and liabilities – measurement continued Analysis of financial investments, net of derivative liabilities by business type With-profits Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Unit-linked and variable annuity separate account Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Non-linked shareholder-backed Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Percentage of total Group total analysis, including other financial liabilities held at fair value Group total Loans* Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Investment contracts liabilities without discretionary participation features held at fair value Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other financial liabilities held at fair value Total financial instruments at fair value Percentage of total * Loans in the above table are those classified as fair value through profit or loss in note C3.1. 31 Dec 2014 £m Level 1 Level 2 Level 3 Total Quoted prices (unadjusted) in active markets Valuation based on significant observable market inputs Valuation based on significant unobservable market inputs 31,136 16,415 96 (72) 47,575 48% 108,392 4,509 4 (10) 112,895 94% – 1,303 15,806 – – 17,109 22% 2,832 42,576 1,997 (1,024) 46,381 47% 336 6,375 29 (12) 6,728 6% 266 116 58,780 1,469 (867) 59,764 75% – 140,831 36,730 100 (82) 266 3,284 107,731 3,495 (1,903) 177,579 112,873 694 582 3,252 – 4,528 5% 21 11 – – 32 0% 2,025 32 197 776 (338) 2,692 3% 2,025 747 790 4,028 (338) 7,252 34,662 59,573 5,345 (1,096) 98,484 100% 108,749 10,895 33 (22) 119,655 100% 2,291 1,451 74,783 2,245 (1,205) 79,565 100% 2,291 144,862 145,251 7,623 (2,323) 297,704 – (17,554) – (17,554) (5,395) – 172,184 64% (671) (327) 94,321 35% (1,291) (2,201) 3,760 1% (7,357) (2,528) 270,265 100% In addition to the financial instruments shown above, the assets and liabilities held for sale on the consolidated statement of financial position at 31 December 2014 in respect of Japan life business included a net financial instruments balance of £844 million, primarily for equity securities and debt securities. Of this amount, £814 million was classified as level 1 and £30 million as level 2. 198 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedInvestment properties at fair value 2015 2014 31 Dec £m Level 1 Level 2 Level 3 Total Quoted prices (unadjusted) in active markets Valuation based on significant observable market inputs Valuation based on significant unobservable market inputs – – – – 13,422 12,764 13,422 12,764 Assets and liabilities at amortised cost for which fair value is disclosed The table below shows the assets and liabilities carried at amortised cost on the statement of financial position but for which fair value is disclosed in the financial statements. The assets and liabilities that are carried at amortised cost but where the carrying value approximates the fair value, are excluded from the analysis below. Assets Loans Liabilities Investment contract liabilities without discretionary participation features Core structural borrowings of shareholder-financed operations Operational borrowings attributable to shareholder-financed operations Borrowings attributable to the with-profits funds Obligations under funding, securities lending and sale and repurchase agreements Assets Loans 31 Dec 2015 £m Level 1 Level 2 Level 3 Total Quoted prices (unadjusted) in active markets Valuation based on significant observable market inputs Valuation based on significant unobservable market inputs – – – – – – 3,423 7,621 11,044 – (5,419) (1,956) (1,270) (2,820) – (4) (74) (2,820) (5,419) (1,960) (1,344) (2,040) (1,735) (3,775) 31 Dec 2014 £m Level 1 Level 2 Level 3 Total Quoted prices (unadjusted) in active markets Valuation based on significant observable market inputs Valuation based on significant unobservable market inputs – 4,446 6,811 11,257 Liabilities Investment contract liabilities without discretionary participation features Core structural borrowings of shareholder-financed operations Operational borrowings attributable to shareholder-financed operations Borrowings attributable to the with-profits funds Obligations under funding, securities lending and sale and repurchase agreements – – – – – – (4,926) (2,241) (1,050) (2,657) – (22) (58) (2,657) (4,926) (2,263) (1,108) (1,505) (856) (2,361) The fair value of the assets and liabilities in the table above, with the exception of the subordinated and senior debt issued by the parent company, has been estimated from the discounted cash flows expected to be received or paid. Where appropriate, the observable market interest rate has been used and the assets and liabilities are classified within level 2. Otherwise, they are included as level 3 assets or liabilities. The fair value included for the subordinated and senior debt issued by the parent company is determined using quoted prices from independent third parties. 199 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.2 Group assets and liabilities – measurement continued c Valuation approach for level 2 fair valued assets and liabilities A significant proportion of the Group’s level 2 assets are corporate bonds, structured securities and other non-national government debt securities. These assets, in line with market practice, are generally valued using independent pricing services or third-party broker quotes. These valuations are determined using independent external quotations from multiple sources and are subject to a number of monitoring controls, such as monthly price variances, stale price reviews and variance analysis on prices achieved on subsequent trades. Pricing services, where available, are used to obtain the third-party broker quotes. Where pricing services providers are used, a single valuation is obtained and applied. When prices are not available from pricing services, quotes are sourced directly from brokers. Prudential seeks to obtain a number of quotes from different brokers so as to obtain the most comprehensive information available on their executability. Where quotes are sourced directly from brokers, the price used in the valuation is normally selected from one of the quotes based on a number of factors, including the timeliness and regularity of the quotes and the accuracy of the quotes considering the spreads provided. The selected quote is the one which best represents an executable quote for the security at the measurement date. Generally, no adjustment is made to the prices obtained from independent third parties. Adjustment is made in only limited circumstances, where it is determined that the third-party valuations obtained do not reflect fair value (eg either because the value is stale and/or the values are extremely diverse in range). These are usually securities which are distressed or that could be subject to a debt restructure or where reliable market prices are no longer available due to an inactive market or market dislocation. In these instances, prices are derived using internal valuation techniques including those as described below in this note 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 techniques used require a number of assumptions relating to variables such as credit risk and interest rates. Examples of such variables include an average credit spread based on the corporate bond universe and the relevant duration of the asset being valued. Prudential determines the input assumptions based on the best available information at the measurement dates. Securities valued in such manner are classified as level 3 where these significant inputs are not based on observable market data. Of the total level 2 debt securities of £104,464 million at 31 December 2015 (2014: £107,731 million), £10,331 million are valued internally (2014: £10,093 million). The majority of such securities are valued using matrix pricing, which is based on assessing the credit quality of the underlying borrower to derive a suitable discount rate relative to government securities of a comparable duration. Under matrix pricing, the debt securities are priced taking the credit spreads on comparable quoted public debt securities and applying these to the equivalent debt instruments factoring in 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. 200 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedd Fair value measurements for level 3 fair valued assets and liabilities Reconciliation of movements in level 3 assets and liabilities measured at fair value The following table reconciles the value of level 3 fair valued assets and liabilities at 1 January 2015 to that presented at 31 December 2015. Financial instruments at fair value £m Total gains/ losses recorded as other compre- hensive income Purchases Total gains/ losses in income statement At 1 Jan Sales Settled Issued Transfers into level 3 Transfers out of level 3 At 31 Dec 2,025 2 119 747 790 4,028 (338) 52 (75) 213 (15) 3 1 68 – – 32 243 547 – – (168) 205 (143) (259) (700) – – – – – – – – – – 4 82 120 – – 2,183 (88) (4) 607 778 – – 4,276 (353) 7,252 177 191 822 (1,102) (168) 205 206 (92) 7,491 (1,291) (2,201) (160) (3) (1) (128) (5) – 9 – 412 218 – (233) – – – – (1,036) (2,347) 3,760 14 62 817 (1,093) 462 (28) 206 (92) 4,108 1,887 1 118 649 670 3,758 (201) 118 271 337 (138) 2 (7) 36 – – 26 49 371 – – (175) 194 (50) (169) (474) – – – – – – – – – 6,763 589 149 446 (693) (175) 194 (1,327) (2,051) (14) (10) – (129) (18) – 18 – 123 279 (73) (290) – 2 11 – – 13 – – – 2,025 – (35) 747 790 – 1 4,028 (338) (34) 7,252 – – (1,291) (2,201) 3,385 565 20 428 (675) 227 (169) 13 (34) 3,760 2015 Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other financial liabilities Total financial instruments at fair value 2014 Loans Equity securities and portfolio holdings in unit trusts Debt securities Other investments (including derivative assets) Derivative liabilities Total financial investments, net of derivative liabilities Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other financial liabilities Total financial instruments at fair value 201 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.2 Group assets and liabilities – measurement continued Of the total net gains and losses in the income statement of £14 million (2014: £565 million), £67 million (2014: £344 million) relates to net unrealised gains of financial instruments still held at the end of the year, which can be analysed as follows: Equity securities Debt securities Other investments Derivative liabilities Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other financial liabilities Total Other assets at fair value – investment properties 2015 £m 2014 £m 94 (12) 160 (15) (160) – 67 70 149 284 (137) (14) (8) 344 £m Total gains/ losses recorded as other compre- hensive income Purchases 21 20 757 728 Total gains/ losses in income statement 537 914 At 1 Jan 12,764 11,477 Transfers into level 3 Transfers out of level 3 At 31 Dec 5 – – 13,422 (5) 12,764 Sales (662) (370) 2015 2014 Of the total net gains and losses in the income statement of £537 million (2014: £914 million), £505 million (2014: £851 million) relates to net unrealised gains of investment properties still held at the end of the year. Valuation approach for level 3 fair valued assets and liabilities Financial instruments at fair value Investments valued using valuation techniques include financial investments which by their nature do not have an externally quoted price based on regular trades, and financial investments for which markets are no longer active as a result of market conditions, eg 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 instruments. When determining the inputs into the valuation techniques used 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 from selling the financial instrument being fair valued. In some cases the disclosed value cannot be realised in immediate settlement of the financial instrument. In accordance with the Group’s risk management framework, the estimated fair value of derivative financial instruments valued internally using standard market practices are subject to assessment against external counterparties’ valuations. At 31 December 2015, the Group held £4,108 million (2014: £3,760 million) of net financial instruments at fair value within level 3. This represents 1 per cent (2014: 1 per cent) of the total fair valued financial assets net of fair valued financial liabilities. Included within these amounts were loans of £2,183 million at 31 December 2015 (2014: £2,025 million), measured as the loan outstanding balance, attached to REALIC and held to back the liabilities for funds withheld under reinsurance arrangements. The funds withheld liability of £2,347 million at 31 December 2015 (2014: £2,201 million) was also classified within level 3, accounted for on a fair value basis being equivalent to the carrying value of the underlying assets. 202 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedExcluding the loans and funds withheld liability under REALIC’s reinsurance arrangements as described above, which amounted to a net liability of £(164) million (2014: £(176) million), the level 3 fair valued financial assets net of financial liabilities were £4,272 million (2014: £3,936 million). Of this amount, a net liability of £(77) million (2014: net asset of £11 million) was internally valued, representing less than 0.1 per cent of the total fair valued financial assets net of financial liabilities (2014: less than 0.1 per cent). Internal valuations are inherently more subjective than external valuations. Included within these internally valued net asset/liability were: (a) Debt securities of £381 million (2014: £298 million), which were either valued on a discounted cash flow method with an internally developed discount rate or on external prices adjusted to reflect the specific known conditions relating to these securities (eg distressed securities or securities which were being restructured). (b) Private equity and venture investments of £852 million (2014: £1,002 million) which were valued internally based on management information available for these investments. These investments were principally held by consolidated investment funds which are managed on behalf of third parties. (c) Liabilities of £(1,013) million (2014: £(1,269) million) for the net asset value attributable to external unit holders in respect of the consolidated investment funds, which are non-recourse to the Group. These liabilities are valued by reference to the underlying assets. (d) Derivative liabilities of £(353) million (2014: £(23) million) which are valued internally using standard market practices but are subject to independent assessment against external counterparties’ valuations. (e) Other sundry individual financial investments of £56 million (2014: £3 million). Of the internally valued net liability referred to above of £(77) million (2014: net asset of £11 million): (a) A net asset of £29 million (2014: net liability of £(133) million) was held by the Group’s participating funds and therefore shareholders’ profit and equity are not impacted by movements in the valuation of these financial instruments. (b) A net liability of £(106) million (2014: net asset of £144 million) was held to support non-linked shareholder-backed business. If the value of all the level 3 instruments held to support non-linked shareholder-backed business valued internally was varied downwards by 10 per cent, the change in valuation would be £11 million (2014: £14 million), which would reduce shareholders’ equity by this amount before tax. Of this amount, a decrease of £10 million (2014: a decrease of £13 million) would pass through the income statement substantially as part of short-term fluctuations in investment returns outside of operating profit and a £1 million decrease (2014: a decrease of £1 million) would be included as part of other comprehensive income, being unrealised movements on assets classified as available-for-sale. Other assets at fair value – investment properties The investment properties of the Group are principally held by the UK insurance operations which are externally valued by professionally qualified external valuers using the Royal Institution of Chartered Surveyors (RICS) valuation standards. An ‘income capitalisation’ technique is predominantly applied for these properties. This technique calculates the value through the yield and rental value depending on factors such as the lease length, building quality, covenant and location. The variables used are compared to recent transactions with similar features to those of the Group’s investment properties. As the comparisons are not with properties which are virtually identical to Group’s investment properties, adjustments are made by the valuers where appropriate to the variables used. Changes in assumptions relating to these variables could positively or negatively impact the reported fair value of the properties. e Transfers into and transfers out of levels The Group’s policy is to recognise transfers into and transfers out of levels as of the end of each half year reporting period except for material transfers which are recognised as of the date of the event or change in circumstances that caused the transfer. During 2015, the transfers between levels within the Group’s portfolio were primarily transfers from level 1 to level 2 of £648 million and transfers from level 2 to level 1 of £283 million. These transfers which relate to equity securities and debt securities arose to reflect the change in the observability of the inputs used in valuing these securities. In addition, in 2015, the transfers into level 3 were £136 million and the transfers out of level 3 were £92 million. These transfers were between levels 3 and 2 and primarily for equity securities and debt securities. f Valuation processes applied by the Group The Group’s valuation policies, procedures and analyses for instruments categorised as level 3 are overseen by Business Unit committees as part of the Group’s wider financial reporting governance processes. The procedures undertaken include approval of valuation methodologies, verification processes, and resolution of significant or complex valuation issues. In undertaking these activities the Group makes use of the extensive expertise of its asset management functions. 203 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C3: Assets and liabilities – classification and measurement continued C3.3 Debt securities This note provides analysis of the Group’s debt securities, including asset-backed securities and sovereign debt securities, by segment. Debt securities are carried at fair value. The amounts included in the statement of financial position are analysed as follows, with further information relating to the credit quality of the Group’s debt securities at 31 December 2015 provided in the notes below. Insurance operations: Asia note (a) US note (b) UK note (c) Other operations note (d) Total 2015 £m 2014 £m 28,292 34,071 83,101 2,207 23,629 32,980 86,349 2,293 147,671 145,251 In the tables below, with the exception of some mortgage-backed securities, 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. a Asia insurance operations S&P – AAA S&P – AA+ to AA- S&P – A+ to A- S&P – BBB+ to BBB- S&P – Other Moody’s – Aaa Moody’s – Aa1 to Aa3 Moody’s – A1 to A3 Moody’s – Baa1 to Baa3 Moody’s – Other Fitch Other Total debt securities 2015 £m 2014 £m With-profits business Unit-linked assets Other business 831 5,997 1,872 1,872 1,778 30 395 341 734 192 12,350 1,692 558 173 497 324 79 1,631 861 1,493 184 9 68 285 10 556 162 399 178 1,228 1,701 1,527 1,213 5,847 290 1,310 178 181 9 1,968 389 944 Total 1,039 7,620 3,914 4,133 3,183 Total 962 6,332 3,922 3,545 1,839 19,889 16,600 1,032 1,492 743 790 98 4,155 1,412 2,836 1,282 1,141 366 585 68 3,442 1,009 2,578 16,335 2,809 9,148 28,292 23,629 In addition to the debt securities shown above, the assets held for sale on the consolidated statement of financial position at 31 December 2014 in respect of Japan life business included a debt securities balance of £351 million. The following table analyses debt securities of ‘Other business’ which are not externally rated by S&P, Moody’s or Fitch. Government bonds Corporate bonds* Other * Rated as investment grade by local external ratings agencies. 2015 £m 2014 £m 162 481 301 944 174 654 134 962 204 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued b US insurance operations i Overview Corporate and government security and commercial loans: Government Publicly traded and SEC Rule 144A securities* Non-SEC Rule 144A securities Total Residential mortgage-backed securities (RMBS) Commercial mortgage-backed securities (CMBS) Other debt securities Total US debt securities† 2015 £m 2014 £m 4,242 21,776 3,733 29,751 1,284 2,403 633 34,071 3,972 20,745 3,745 28,462 1,567 2,343 608 32,980 * A 1990 SEC rule that facilitates the resale of privately placed securities under Rule 144A that are without SEC registration to qualified institutional investors. The rule was designed to develop a more liquid and efficient institutional resale market for unregistered securities. † Debt securities for US operations included in the statement of financial position comprise: Available-for-sale Fair value through profit or loss: Securities held to back liabilities for funds withheld under reinsurance arrangement 2015 £m 2014 £m 33,984 32,897 87 83 34,071 32,980 ii Valuation basis, presentation of gains and losses and securities in an unrealised loss position Under IAS 39, unless categorised as ‘held to maturity’ or ‘loans and receivables’, debt securities are required to be fair valued. Where available, quoted market prices are used. However, where securities do not have an externally quoted price based on regular trades or where markets for the securities are no longer active as a result of market conditions, IAS 39 requires that valuation techniques be applied. IFRS 13 requires classification of the fair values applied by the Group into a three-level hierarchy. At 31 December 2015, 0.1 per cent of Jackson’s debt securities were classified as level 3 (31 December 2014: 0.1 per cent) comprising of fair values where there are significant inputs which are not based on observable market data. Except for certain assets covering liabilities that are measured at fair value, the debt securities of the US insurance operations are classified as available-for-sale. Unless impaired, fair value movements are recognised in other comprehensive income. Realised gains and losses, including impairments, recorded in the income statement are as shown in note B1.2 of this report. Movements in unrealised gains and losses on available-for-sale securities There was a movement in the statement of financial position value for debt securities classified as available-for-sale from a net unrealised gain of £1,840 million to a net unrealised gain of £592 million as analysed in the table below. This decrease reflects the effects of increasing long-term interest rates and credit spreads. 2015 £m 2014 £m Assets fair valued at below book value Book value* Unrealised loss Fair value (as included in statement of financial position) Assets fair valued at or above book value Book value* Unrealised gain Fair value (as included in statement of financial position) Total Book value* Net unrealised gain Fair value (as included in the footnote above in the overview table and the statement of financial position) * Book value represents cost/amortised cost of the debt securities. † Translated at the average rate of US$1.53: £1.00. Changes in unrealised appreciation† Foreign exchange translation Reflected as part of movement in other comprehensive income (464) (29) (841) 86 (1,305) 57 13,163 (673) 12,490 20,229 1,265 21,494 33,392 592 33,984 5,899 (180) 5,719 25,158 2,020 27,178 31,057 1,840 32,897 205 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.3 Debt securities continued Debt securities classified as available-for-sale in an unrealised loss position a Fair value of securities as a percentage of book value The following table shows the fair value of the debt securities in a gross unrealised loss position for various percentages of book value: Between 90% and 100% Between 80% and 90% Below 80%: Residential mortgage-backed securities – sub-prime Commercial mortgage-backed securities Other asset-backed securities Corporates Total b Unrealised losses by maturity of security 1 year to 5 years 5 years to 10 years More than 10 years Mortgage-backed and other debt securities Total 2015 £m 2014 £m Fair value Unrealised loss 11,058 902 4 – 9 517 530 12,490 (320) (144) (1) – (7) (201) (209) (673) Fair value 5,429 245 4 10 9 22 45 Unrealised loss (124) (37) (1) (3) (6) (9) (19) 5,719 (180) 2015 £m 2014 £m (51) (334) (247) (41) (673) (5) (90) (54) (31) (180) c Age analysis of unrealised losses for the periods indicated The following table shows the age analysis of all the unrealised losses in the portfolio by reference to the length of time the securities have been in an unrealised loss position: Less than 6 months 6 months to 1 year 1 year to 2 years 2 years to 3 years More than 3 years Total Non- investment grade 2015 £m Investment grade (13) (17) (16) (3) (3) (52) (148) (332) (63) (38) (40) (621) Total (161) (349) (79) (41) (43) (673) Non- investment grade 2014 £m Investment grade (18) (1) (6) (1) (7) (33) (46) (1) (51) (36) (13) Total (64) (2) (57) (37) (20) (147) (180) Further, the following table shows the age analysis as at 31 December 2015, of the securities whose fair values were below 80 per cent of the book value: 2015 £m 2014 £m Fair value 450 64 16 530 Unrealised loss Fair value Unrealised loss (165) (34) (10) (209) 17 3 25 45 (7) (1) (11) (19) Age analysis Less than 3 months 3 months to 6 months More than 6 months 206 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuediii Ratings The following table summarises the securities detailed above by rating using S&P, Moody’s, Fitch and implicit ratings of mortgage-backed securities based on National Association of Insurance Commissioners (NAIC) valuations. S&P – AAA S&P – AA+ to AA- S&P – A+ to A- S&P – BBB+ to BBB- S&P – Other Moody’s – Aaa Moody’s – Aa1 to Aa3 Moody’s – A1 to A3 Moody’s – Baa1 to Baa3 Moody’s – Other Implicit ratings of MBS based on NAIC* valuations (see below) NAIC 1 NAIC 2 NAIC 3-6 Fitch Other† 2015 £m 2014 £m 196 5,512 8,592 11,378 817 26,495 963 41 49 88 13 1,154 2,746 45 17 2,808 345 3,269 164 6,067 8,640 10,308 1,016 26,195 84 29 27 72 8 220 2,786 85 58 2,929 300 3,336 Total debt securities (see overview table in note (i) above) 34,071 32,980 * The Securities Valuation Office of the NAIC classifies debt securities into six quality categories ranging from Class 1 (the highest) to Class 6 (the lowest). Performing securities are designated as Classes 1 to 5 and securities in or near default are designated Class 6. † The amounts within ‘Other’ which are not rated by S&P, Moody’s nor Fitch, nor are MBS securities using the revised regulatory ratings, have the following NAIC classifications: NAIC 1 NAIC 2 NAIC 3-6 2015 £m 2014 £m 1,588 1,549 132 3,269 1,322 1,890 124 3,336 For some mortgage-backed securities within Jackson, the table above includes these securities using the regulatory ratings detail issued by the NAIC. These regulatory ratings levels were established by an external third party, BlackRock Solutions. 207 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.3 Debt securities continued c UK insurance operations 2015 £m Other funds and subsidiaries UK insurance operations S&P – AAA S&P – AA+ to AA- S&P – A+ to A- S&P – BBB+ to BBB- S&P – Other Moody’s – Aaa Moody’s – Aa1 to Aa3 Moody’s – A1 to A3 Moody’s – Baa1 to Baa3 Moody’s – Other Fitch Other Scottish Amicable Insurance Fund PAC with-profits fund Unit-linked assets 216 454 514 618 140 1,942 31 67 51 29 7 185 12 192 4,067 5,627 7,937 10,953 2,277 30,861 1,230 2,159 921 569 244 5,123 323 5,897 984 853 1,049 1,888 244 5,018 106 989 112 100 10 1,317 43 103 Other annuity and long-term business 531 518 700 717 60 PRIL 3,779 3,990 6,239 3,912 269 18,189 2,526 399 3,611 1,466 304 57 5,837 160 3,839 51 901 188 29 – 14 351 Total debt securities 2,331 42,204 6,481 28,025 4,060 2015 Total £m 9,577 11,442 16,439 18,088 2,990 58,536 1,817 7,727 2,738 1,031 318 552 10,382 83,101 2014 Total £m 9,376 11,249 21,491 16,741 2,867 61,724 2,063 7,129 2,686 1,376 436 13,690 848 10,087 86,349 1,169 13,631 Where no external ratings are available, internal ratings produced by the Group’s asset management operation, which are prepared on the Company’s assessment of a comparable basis to external ratings, are used where possible. The £10,382 million total debt securities held at 31 December 2015 (2014: £10,087 million) which are not externally rated are either internally rated or unrated. These are analysed as follows: Internal ratings or unrated: AAA to A- BBB to B- Below B- or unrated Total 2015 £m 2014 £m 5,570 3,234 1,578 4,917 3,755 1,415 10,382 10,087 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. Of the £4,190 million for PRIL and other annuity and long-term business investments for non-linked shareholder-backed business which are not externally rated, £1,256 million were internally rated AA+ to AA-, £1,808 million A+ to A-, £988 million BBB+ to BBB-, £60 million BB+ to BB- and £78 million that were internally rated B+ and below or unrated. d Other operations The debt securities are principally held by Prudential Capital. AAA to A- by S&P or equivalent ratings Other Total 2015 £m 2014 £m 2,090 117 2,207 2,056 237 2,293 208 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued e Asset-backed securities The Group’s holdings in Asset-Backed Securities (ABS), which comprise Residential Mortgage-Backed Securities (RMBS), Commercial Mortgage-Backed Securities (CMBS), Collateralised Debt Obligations (CDO) funds and other asset-backed securities, at 31 December 2015 are as follows: Shareholder-backed operations: Asia insurance operations note (i) US insurance operations note (ii) UK insurance operations (2015: 21% AAA, 40% AA) note (iii) Asset management operations note (iv) With-profits operations: Asia insurance operations note (i) UK insurance operations (2015: 52% AAA, 20% AA) note (iii) Total 2015 £m 2014 £m 111 4,320 1,531 911 6,873 262 4,600 4,862 104 4,518 1,864 875 7,361 228 5,126 5,354 11,735 12,715 Notes (i) Asia insurance operations The Asia insurance operations’ exposure to asset-backed securities is primarily held by the with-profits operations. Of the £262 million, 84 per cent (31 December 2014: 99 per cent) are investment grade. (ii) US insurance operations US insurance operations’ exposure to asset-backed securities at 31 December 2015 comprises: RMBS RMBS Sub-prime (2015: 4% AAA, 13% AA, 7% A) Alt-A (2015: 1% AA, 3% A) Prime including agency (2015: 77% AA, 2% A) CMBS (2015: 57% AAA, 24% AA, 16% A) CDO funds (2015: 44% AAA, 2% AA, 23% A), including £nil exposure to sub-prime Other ABS (2015: 24% AAA, 12% AA, 54% A), including £69 million exposure to sub-prime Total (iii) UK insurance operations 2015 £m 2014 £m 191 191 902 2,403 52 581 4,320 235 244 1,088 2,343 53 555 4,518 The majority of holdings of the shareholder-backed business relates to the UK market and primarily relates to investments held by PRIL. Of the holdings of the with-profits operations, £1,140 million (2014: £1,333 million) relates to exposure to the US markets with the remaining exposure being primarily to the UK market. (iv) Asset management operations Asset management operations’ exposure to asset-backed securities is held by Prudential Capital with no sub-prime exposure. Of the £911 million, 95 per cent (2014: 89 per cent) are graded AAA. 209 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C3: Assets and liabilities – classification and measurement continued C3.3 Debt securities continued f Group sovereign debt and bank debt exposure The Group exposures held by the shareholder-backed business and with-profits funds in sovereign debts and bank debt securities at 31 December 2015 are analysed as follows: Exposure to sovereign debts Italy Spain France Germany* Other Eurozone (principally Belgium) Total Eurozone United Kingdom United States† Other, predominantly Asia Total 2015 £m 2014 £m Shareholder- backed business With-profits funds Shareholder- backed business With-profits funds 55 1 19 409 62 546 4,997 3,911 3,368 60 17 – 358 44 479 1,802 6,893 1,737 62 1 20 388 5 476 4,104 3,607 2,787 12,822 10,911 10,974 * Including bonds guaranteed by the federal government. † The exposure to the United States sovereign debt comprises holdings of Jackson, the UK and Asia insurance operations. Exposure to bank debt securities 2015 £m Senior debt Subordinated debt Shareholder-backed business Covered Senior Italy Spain France Germany Netherlands Other Eurozone Total Eurozone United Kingdom United States Other, predominantly Asia Total With-profits funds Italy Spain France Germany Netherlands Other Eurozone Total Eurozone United Kingdom United States Other, predominantly Asia Total – 143 26 66 – – 235 423 – 19 677 – 156 9 94 – – 259 545 – 257 1,061 30 11 126 4 31 20 222 157 2,227 333 2,939 57 26 179 17 200 35 514 289 1,414 888 3,105 Total senior debt 30 154 152 70 31 20 457 580 2,227 352 3,616 57 182 188 111 200 35 773 834 1,414 1,145 4,166 Total Sub- ordinated debt Tier 1 Tier 2 – – 8 – – – 8 6 4 53 71 – – – – 5 – 5 27 141 189 362 – – 66 60 – 11 137 371 226 313 – – 74 60 – 11 145 377 230 366 1,047 1,118 – – 62 – – – 62 490 241 322 – – 62 – 5 – 67 517 382 511 1,115 1,477 2015 Total £m 30 154 226 130 31 31 602 957 2,457 718 4,734 57 182 250 111 205 35 840 1,351 1,796 1,656 5,643 The tables above exclude assets held to cover linked liabilities and those of the consolidated unit trusts and similar funds. In addition, the tables above exclude the proportionate share of sovereign debt holdings of the Group’s joint venture operations. 210 61 18 – 336 29 444 2,065 5,771 1,714 9,994 2014 Total £m 31 133 249 111 124 53 701 1,296 2,484 735 5,216 67 186 206 128 195 24 806 1,561 2,064 1,396 5,827 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued C3.4 Loans portfolio Loans are accounted for at amortised cost net of impairment except for: — Certain mortgage loans which have been designated at fair value through profit or loss of the UK insurance operations as this loan portfolio is managed and evaluated on a fair value basis; and — Certain policy loans of the US insurance operations which are held to back liabilities for funds withheld under reinsurance arrangement and are also accounted on a fair value basis. See note (b). The amounts included in the statement of financial position are analysed as follows: Insurance operations: Asia note (a) US note (b) UK note (c) Asset management operations note (d) Total a Asia insurance operations The loans of the Group’s Asia insurance operations comprise: Mortgage loans* Policy loans* Other loans† Total Asia insurance operations loans 2015 £m 2014 £m 1,084 7,418 3,571 885 1,014 6,719 4,254 854 12,958 12,841 2015 £m 2014 £m 130 721 233 88 672 254 1,084 1,014 * 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 Malaysia operation and which are all investment graded by two local rating agencies. b US insurance operations The loans of the Group’s US insurance operations comprise: Mortgage loans* Policy loans† Total US insurance operations loans Loans backing liabilities for funds withheld – 2,183 2,183 2015 £m Other loans 4,367 868 5,235 Loans backing liabilities for funds withheld – 2,025 2,025 Total 4,367 3,051 7,418 2014 £m Other loans 3,847 847 4,694 Total 3,847 2,872 6,719 * All of the mortgage loans are commercial mortgage loans which are collateralised by properties. The property types are industrial, multi-family residential, suburban office, retail and hotel. † The policy loans are fully secured by individual life insurance policies or annuity policies. Policy loans backing liabilities for funds withheld under reinsurance arrangements are accounted for at fair value through profit or loss. All other policy loans are accounted for at amortised cost, less any impairment. The US insurance operations’ commercial 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 average loan size is £8.6 million (2014: £7.2 million). The portfolio has a current estimated average loan to value of 45 per cent (2014: 59 per cent). At 31 December 2015, Jackson had mortgage loans with a carrying value of £nil (2014: £13 million) where the contractual terms of the agreements had been restructured. 211 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.4 Loans portfolio continued c UK insurance operations The loans of the Group’s UK insurance operations comprise: SAIF and PAC WPSF Mortgage loans* Policy loans Other loans† Total SAIF and PAC WPSF loans Shareholder-backed operations Mortgage loans* Other loans Total loans of shareholder-backed operations Total UK insurance operations loans 2015 £m 2014 £m 727 8 1,324 2,059 1,508 4 1,512 3,571 1,145 10 1,510 2,665 1,585 4 1,589 4,254 * The mortgage loans are collateralised by properties. By carrying value, 78 per cent of the £1,508 million held for shareholder-backed business relates to lifetime (equity release) mortgage business which has an average loan to property value of 30 per cent. † Other loans held by the PAC with-profits fund are all commercial loans and comprise mainly syndicated loans. d Asset management operations These relate to loans and receivables managed by Prudential Capital. These assets are generally secured but most have no external credit ratings. Internal ratings prepared by the Group’s asset management operations, as part of the risk management process, are: Loans and receivables internal ratings: AAA A+ to A- BBB+ to BBB- BB+ to BB- B and other Total 2015 £m 2014 £m – 157 607 119 2 885 101 161 244 49 299 854 212 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC3.5 Financial instruments – additional information a Financial risk i Liquidity analysis Contractual maturities of financial liabilities on an undiscounted cash flow basis The following table sets out the contractual maturities for applicable classes of financial liabilities, excluding derivative liabilities and investment contracts that are separately presented. The financial liabilities are included in the column relating to the contractual maturities at the undiscounted cash flows (including contractual interest payments) due to be paid assuming conditions are consistent with those of year end. Financial liabilities Core structural borrowings of shareholder-financed operations C6.1 Operational borrowings attributable to shareholder-financed operations C6.2 Borrowings attributable to with-profits funds C6.2 Obligations under funding, securities lending and sale and repurchase agreements Other liabilities Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other creditors Financial liabilities Core structural borrowings of shareholder-financed operations C6.1 Operational borrowings attributable to shareholder-financed operations C6.2 Borrowings attributable to with-profits funds C6.2 Obligations under funding, securities lending and sale and repurchase agreements Other liabilities Net asset value attributable to unit holders of consolidated unit trusts and similar funds Other creditors Total carrying value 1 year or less After 1 year to 5 years After 5 years to 10 years After 10 years to 15 years After 15 years to 20 years Over 20 years No stated maturity Total 2015 £m 5,011 197 1,046 1,210 1,197 1,037 3,555 1,900 10,142 1,960 1,301 1,332 256 616 813 69 175 3,765 4,588 3,765 2,139 7,873 4,876 7,873 4,560 – 26 – 25 – 3 – 48 – 53 – – – 74 – 11 – – – 62 – 1,986 157 1,527 – – – 2,420 3,765 4,588 – 100 – 344 – – 7,873 5,151 29,405 20,091 2,526 1,505 1,324 1,148 3,961 4,477 35,032 Total carrying value 1 year or less After 1 year to 5 years After 5 years to 10 years After 10 years to 15 years After 15 years to 20 years Over 20 years No stated maturity Total 2014 £m 4,304 166 927 1,079 1,064 914 2,456 1,796 8,402 2,263 2,202 1,093 97 2,347 4,105 2,347 1,678 7,357 4,262 7,357 3,941 65 717 – 133 – 24 – 205 – 13 – 44 – 25 – – – 86 – 11 – – – 78 – 63 – 2,267 162 1,280 – – – 2,281 2,347 4,105 – 365 – – 7,357 4,538 25,731 17,788 1,866 1,341 1,175 1,003 2,884 4,239 30,296 Maturity analysis of derivatives The following table shows the gross and net derivative positions together with a maturity profile of the net derivative position: 2015 2014 Carrying value of net derivatives £m Maturity profile of net derivative position £m Derivative assets Derivative liabilities Net derivative position 2,958 (3,119) (161) 1 year or less 15 3,412 (2,323) 1,089 1,245 After 1 year to 3 years After 3 years to 5 years (10) (14) (7) (9) After 5 years 45 10 Total 43 1,232 213 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.5 Financial instruments – additional information continued The majority of derivative assets and liabilities have been included at fair value within the one year or less column, representing the basis on which they are managed (ie to manage principally asset or liability value exposures). The Group has no cash flow hedges and in general, contractual maturities are not considered essential for an understanding of the timing of the cash flows for these instruments. The only exception is certain identified interest rate swaps which are fully expected to be held until maturity solely for the purposes of matching cash flows on separately held assets and liabilities. For these instruments the undiscounted cash flows (including contractual interest amounts) due to be paid under the swap contract assuming conditions are consistent with those at year end are included in the column relating to the contractual maturity of the derivative. Maturity analysis of investment contracts The table below shows the maturity profile for investment contracts on undiscounted cash flow projections of expected benefit payments. 2015 2014 £bn After 1 year to 5 years After 5 years to 10 years After 10 years to 15 years After 15 years to 20 years Over 20 years Total undis- counted value Total carrying value 21 19 19 18 14 13 10 10 9 8 79 74 55 59 1 year or less 6 6 Most investment contracts have options to surrender early, often subject to surrender or other penalties. Therefore, most contracts can be said to have a contractual maturity of less than one year, but in reality the additional charges and term of the contracts mean these are unlikely to be exercised in practice and the more useful information is to present information on expected payment. The maturity profile above excludes certain corporate unit-linked business with gross policyholder liabilities of £11 billion (2014: £13 billion) which have no stated maturity but which are repayable on demand. The vast majority of the Group’s financial assets are held to back the Group’s policyholder liabilities. Although asset/liability matching is an important component of managing policyholder liabilities (both those classified as insurance and those classified as investments), this profile is mainly relevant for managing market risk rather than liquidity risk. Within each business unit this asset/liability matching is performed on a portfolio-by-portfolio basis. In terms of liquidity risk, a large proportion of the policyholder liabilities contain discretionary surrender values or surrender charges, meaning that many of the Group’s liabilities are expected to be held for the long term. Much of the Group’s investment portfolios are in marketable securities, which can therefore be converted quickly to liquid assets. For the reasons above, an analysis of the Group’s assets by contractual maturity is not considered appropriate to evaluate the nature and extent of the Group’s liquidity risk. ii Credit risk The Group’s maximum exposure to credit risk of financial instruments (before any allowance for collateral or allocation of losses to policyholders) is represented by the carrying value of financial instruments on the balance sheet that have exposures to credit risk comprising cash and cash equivalents, deposits, debt securities, loans and derivative assets, and other debtors, the carrying value of which are disclosed at the start of this note and note 3.5(b) below for derivative assets. The collateral in place in relation to derivatives is described in note C3.5(c) below. Note C3.4, describes the security for these loans held by the Group. Of the total loans and receivables held, £27 million (2014: £11 million) are past their due date but are not impaired. Of the total past due but not impaired, £22 million are less than one year past their due date (2014: £5 million). The Group expects full recovery of these loans and receivables. No further analysis has been provided of the element of loans and receivables that was neither past due nor impaired for the total portfolio on the grounds of immateriality of the difference between the neither past due nor impaired elements and the total portfolio. Financial assets that would have been past due or impaired had the terms not been renegotiated amounted to £16 million (2014: £13 million). In addition, during 2015 and 2014 the Group did not take possession of any other collateral held as security. Further details of collateral and pledges are provided in note C3.5(c) below. 214 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuediii Foreign exchange risk As at 31 December 2015, the Group held 22 per cent (2014: 22 per cent) and 11 per cent (2014: 9 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. Of these financial assets, 53 per cent (2014: 56 per cent) are held by the PAC with-profits fund, allowing the fund to obtain exposure to foreign equity markets. Of these financial liabilities, 40 per cent (2014: 47 per cent) are held by the PAC with-profits fund, mainly relating to foreign currency borrowings. The exchange risks inherent in these exposures are mitigated through the use of derivatives, mainly forward currency contracts (note 3.5(b) below). The amount of exchange gain recognised in the income statement in 2015, except for those arising on financial instruments measured at fair value through profit or loss, is £138 million (2014: £89 million gain). This constitutes £1 million loss (2014: £1 million loss) on Medium Term Notes liabilities and £139 million of net gain (2014: £90 million net gain), mainly arising on investments of the PAC with-profits fund. The gains/losses on Medium Term Notes liabilities are fully offset by value movements on cross-currency swaps, which are measured at fair value through profit or loss. b 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, with the exception of some Asia 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 2015 were as follows: Derivative assets Derivative liabilities Derivative assets Derivative liabilities Asia insurance operations US insurance operations UK insurance operations Asset management Unallocated to a segment 2015 £m 57 (140) (83) 47 (143) (96) 905 (249) 656 916 (251) 665 1,930 (2,125) (195) 2014 £m 2,344 (1,381) 963 65 (283) (218) 103 (233) (130) 1 (322) (321) 2 (315) (313) Group total 2,958 (3,119) (161) 3,412 (2,323) 1,089 The derivative assets are included in ‘other investments’ in the statement of financial position and are used for efficient portfolio management to obtain cost effective and efficient management of 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. The Group also uses interest rate derivatives to reduce exposure to interest rate volatility. In particular: — UK with-profits funds use derivatives for efficient portfolio management or reduction in investment risks. For UK annuity business derivatives are used to assist with asset and liability cash flow matching; — 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 default is expected. These businesses have purchased some swaptions to manage the default risk on certain underlying assets and hence reduce the amount of regulatory capital held to support the assets; and — Some products, especially in the US, have guarantee features linked to equity indices. A mismatch between guaranteed product liabilities and the performance of the underlying assets exposes the Group to equity index risk. In order to mitigate this risk, the relevant business units purchase swaptions, equity options and futures to better match asset performance with liabilities under equity-indexed products. 215 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.5 Financial instruments – additional information continued Hedging The Group has formally assessed and documented the effectiveness of the following hedges under IAS 39. Net investment hedges At 31 December 2015, the Group has designated perpetual subordinated capital securities totalling US$2.8 billion (2014: US$2.8 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 £1,895 million as at 31 December 2015 (2014: £1,789 million). The foreign exchange loss of £104 million (2014: loss of £96 million) on translation of the borrowings to pounds sterling at the statement of financial position date is recognised in the translation reserve in shareholders’ equity. This net investment hedge was 100 per cent effective. The Group has no cash flow hedges or fair value hedges in place. c Derecognition, collateral and offsetting 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 received 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 statement of financial position, 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 2015, the Group had lent £5,995 million (2014: £4,578 million) of securities of which £4,687 million (2014: £3,129 million) was lent by the PAC with-profits fund and held cash and securities collateral under such agreements of £6,342 million (2014: £4,887 million) of which £5,002 million (2014: £3,400 million) was held by the PAC with-profits fund. At 31 December 2015, the Group had entered into reverse repurchase transactions under which it purchased securities and had taken on the obligation to resell the securities. The fair value of the collateral held in respect of these transactions was £10,076 million (2014: £12,857 million). In addition, at 31 December 2015, the Group had entered into repurchase transactions for which the fair value of the collateral pledged was £190 million in the form of securities and £10 million in the form of cash (2014: £186 million in the form of securities). Collateral and pledges under derivative transactions At 31 December 2015, the Group had pledged £1,622 million (2014: £1,411 million) for liabilities and held collateral of £1,865 million (2014: £2,388 million) in respect of over-the-counter derivative transactions. These transactions are conducted under terms that are usual and customary to collateralised transactions including, where relevant, standard securities lending and repurchase agreements. Offsetting assets and liabilities The Group’s derivative instruments, repurchase agreements and securities lending agreements are subject to master netting arrangements and collateral arrangements. A master netting arrangement with a counterparty creates a right of offset for amounts due to and due from that same counterparty that is enforceable in the event of a default or bankruptcy. The Group recognises amounts subject to master netting arrangements on a gross basis within the consolidated balance sheets. The following tables present the gross and net information about the Group’s financial instruments subject to master netting arrangements: 31 Dec 2015 £m Gross amount presented in the consolidated statement of financial position note (i) Related amounts not offset in the consolidated statement of financial position Financial instruments note (ii) Cash collateral Securities collateral note (iii) Net amount 2,835 8,591 11,426 (1,071) – (1,071) (1,122) – (1,122) (591) (8,591) (9,182) (2,879) (1,779) (200) (4,858) 1,071 – – 1,071 764 189 10 963 809 1,590 190 2,589 51 – 51 (235) – – (235) Financial assets: Derivative assets Reverse repurchase agreements Total financial assets Financial liabilities: Derivative liabilities Securities lending Repurchase agreements Total financial liabilities 216 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedFinancial assets: Derivative assets Reverse repurchase agreements Total financial assets Financial liabilities: Derivative liabilities Securities lending Repurchase agreements Total financial liabilities 31 Dec 2014 £m Gross amount presented in the consolidated statement of financial position note (i) Related amounts not offset in the consolidated statement of financial position Financial instruments note (ii) Cash collateral Securities collateral note (iii) Net amount 3,271 10,537 13,808 (2,036) (1,317) (186) (3,539) (1,030) – (1,030) (1,131) – (1,131) (824) (10,537) (11,361) 1,030 – – 1,030 391 1,317 – 1,708 543 – 186 729 286 – 286 (72) – – (72) Notes (i) (ii) Represents the amount that could be offset under master netting or similar arrangements where Group does not satisfy the full criteria to offset The Group has not offset any of the amounts presented in the consolidated statement of financial position. on the consolidated statement of financial position. (iii) Excludes initial margin amounts for exchange-traded derivatives. In the tables above, the amounts of assets or liabilities presented in the consolidated statement of financial position are offset first by financial instruments that have the right of offset under master netting or similar arrangements with any remaining amount reduced by the amount of cash and securities collateral. The actual amount of collateral may be greater than amounts presented in the tables. d Impairment of financial assets In accordance with the Group’s accounting policy set out in note A3.1j(iii), 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 2015, net impairment charges of £(35) million (2014: net impairment reversals of £37 million) were recognised for available-for-sale securities and loans and receivables analysed as follows: Available-for-sale debt securities held by Jackson Loans and receivables* Net (charge) credit for impairment net of reversals * The impairment (charges) reversals relate to loans held by the UK with-profits fund and mortgage loans held by Jackson. Impairment recognised on available-for-sale securities amounted to £(19) million (2014: £(7) million) arising from: Residential mortgage-backed securities Public fixed income Other 2015 £m 2014 £m (19) (16) (35) (7) 44 37 2015 £m 2014 £m (8) (2) (9) (19) (2) – (5) (7) 217 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC3: Assets and liabilities – classification and measurement continued C3.5 Financial instruments – additional information continued The impairment recorded on the residential mortgage-backed securities was primarily due to reduced cash flow expectations on such securities that are collateralised by diversified pools of primarily below investment grade securities. Of the impaired losses of £19 million (2014: £7 million), the top five individual corporate issuers made up 74 per cent (2014: 76 per cent), reflecting a deteriorating business outlook of the companies concerned. The impairment losses have been recorded in ‘investment return’ in the income statement. 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, investments in structured securities 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 (both interest and principal). Impairment charges are recorded on structured securities when the Company forecasts a contractual payment shortfall. Situations where such a shortfall would not lead to a recognition of a loss are rare. However, some structured securities do not have a single determined set of future cash flows and instead, there can be a reasonable range of estimates that could potentially emerge. With this variability, there could be instances where the projected cash flow shortfall under management’s base case set of assumptions is so minor that relatively small and justifiable changes to the base case assumptions would eliminate the need for an impairment loss to be recognised. The impairment loss reflects the difference between the fair value and book value. In 2015, the Group realised gross losses on sales of available-for-sale securities of £85 million (2014: £35 million) with 57 per cent (2014: 68 per cent) of these losses related to the disposal of fixed maturity securities of the top 10 individual issuers, which were disposed of as part of risk reduction programmes intended to limit future credit loss exposure. Of the £85 million (2014: £ 35 million), £54 million (2014: £5 million) relates to losses on sales of impaired and deteriorating securities. The effect of those reasonably likely changes in the key assumptions that underpin the assessment of whether impairment has taken place depends on the factors described in note A3.1j(iii). 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 2015, the amount of gross unrealised losses for fixed maturity securities classified as available-for-sale under IFRS in an unrealised loss position was £673 million (2014: £180 million). Notes B1.2 and C3.3 provide further details on the impairment charges and unrealised losses of Jackson’s available-for-sale securities. 218 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC4: Policyholder liabilities and unallocated surplus The note provides information of policyholder liabilities and unallocated surplus of with-profits funds held on the Group’s statement of financial position: C4.1 Movement and duration of liabilities C4.1(a) Group overview i Analysis of movements in policyholder liabilities and unallocated surplus of with-profits funds At 1 January 2014 Comprising: Policyholder liabilities on the consolidated statement of financial position Unallocated surplus of with-profits funds on the consolidated statement of financial position Group’s share of policyholder liabilities of joint ventures* Reallocation of unallocated surplus for the domestication of the Hong Kong branch† Net flows: Premiums Surrenders Maturities/Deaths Net flows Shareholders’ transfers post-tax Investment-related items and other movements Foreign exchange translation differences As at 31 December 2014 / 1 January 2015 Comprising: Policyholder liabilities on the consolidated statement of financial position Unallocated surplus of with-profits funds on the consolidated statement of financial position Group’s share of policyholder liabilities of joint ventures* Net flows: Premiums Surrenders Maturities/Deaths Net flows Shareholders’ transfers post-tax Investment-related items and other movements Foreign exchange translation differences At 31 December 2015 Comprising: Policyholder liabilities on the consolidated statement of financial position‡ Unallocated surplus of with-profits funds on the consolidated statement of financial position§ Group’s share of policyholder liabilities of joint ventures* Average policyholder liability balances 2015 2014 Insurance operations £m Asia note C4.1(b) US note C4.1(c) UK note C4.1(d) Total 35,146 107,411 146,616 289,173 31,910 107,411 134,632 273,953 77 3,159 1,690 7,058 (2,425) (1,259) 3,374 (40) 3,480 1,372 – – – 15,492 (5,922) (1,307) 8,263 – 3,712 7,360 11,984 – (1,690) 7,902 (5,656) (6,756) (4,510) (200) 14,310 (90) 12,061 3,159 – 30,452 (14,003) (9,322) 7,127 (240) 21,502 8,642 45,022 126,746 154,436 326,204 38,705 126,746 144,088 309,539 2,102 4,215 7,784 (2,550) (1,265) 3,969 (43) (364) 194 – – 10,348 – 12,450 4,215 16,699 (6,759) (1,464) 8,476 – (3,824) 7,515 9,692 (6,363) (6,991) (3,662) (214) 2,319 14 34,175 (15,672) (9,720) 8,783 (257) (1,869) 7,723 48,778 138,913 152,893 340,584 41,255 138,913 142,350 322,518 2,553 4,970 44,573 38,993 – – 10,543 – 13,096 4,970 132,830 143,219 320,622 117,079 139,362 295,434 * The Group’s investment in joint ventures are accounted for on an equity method basis in the Group’s balance sheet. The Group’s share of the policyholder liabilities as shown above relate to the joint venture life businesses in China, India and of the Takaful business in Malaysia. † On 1 January 2014, following consultation with the policyholders of PAC and regulators and court approval, the Hong Kong branch of PAC was transferred to separate subsidiaries established in Hong Kong. From this date, the unallocated surplus of the Hong Kong with-profits business is reported within the Asia insurance operations segment. ‡ The policyholder liabilities of the Asia insurance operations of £41,255 million (2014: £38,705 million), shown in the table above, is after deducting the intra-group reinsurance liabilities ceded by the UK insurance operations of £1,261 million (2014: £1,363 million) to the Hong Kong with-profits business. Including this amount total Asia policyholder liabilities are £42,516 million (2014: £40,068 million). § Averages have been based on opening and closing balances and adjusted for acquisitions, disposals and corporate transactions in the year and exclude unallocated surplus of with-profits funds. 219 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.1 Movement and duration of liabilities continued 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. The policyholder liabilities shown include investment contracts without discretionary participation features (as defined in IFRS 4) and their full movement in the year. The items above are shown gross of external reinsurance. The analysis includes the impact of premiums, claims and investment movements on policyholders’ liabilities. The impact does not represent premiums, claims and investment movements as reported in the income statement. For example, the premiums shown above will exclude any deductions for fees/charges and claims represent the policyholder liabilities provision released rather than the claim amount paid to the policyholder. ii Analysis of movements in policyholder liabilities for shareholder-backed business At 1 January 2014 Net flows: Premiums Surrenders Maturities/Deaths Net flows note (a) Investment-related items and other movements Foreign exchange translation differences At 31 December 2014 / 1 January 2015 Comprising: Policyholder liabilities on the consolidated statement of financial position Group’s share of policyholder liabilities relating to joint ventures At 1 January 2015 Net flows: Premiums Surrenders Maturities/Deaths Net flows note (a) Investment-related items and other movements Foreign exchange translation differences At 31 December 2015 note (b) Comprising: Shareholder-backed business £m Asia US UK Total 21,931 107,411 50,779 180,121 4,799 (2,218) (644) 1,937 1,859 683 15,492 (5,922) (1,307) 8,263 3,712 7,360 4,951 (3,149) (2,412) (610) 4,840 – 25,242 (11,289) (4,363) 9,590 10,411 8,043 26,410 126,746 55,009 208,165 22,195 4,215 26,410 4,793 (2,308) (618) 1,867 (121) (312) 126,746 – 126,746 16,699 (6,759) (1,464) 8,476 (3,824) 7,515 55,009 – 55,009 3,146 (3,227) (2,613) (2,694) 509 – 203,950 4,215 208,165 24,638 (12,294) (4,695) 7,649 (3,436) 7,203 27,844 138,913 52,824 219,581 Policyholder liabilities on the consolidated statement of financial position Group’s share of policyholder liabilities relating to joint ventures 22,874 4,970 138,913 – 52,824 – 214,611 4,970 Notes (a) (b) Including net flows of the Group’s insurance joint ventures. Policyholder liabilities relating to shareholder-backed business grew by £11.4 billion from £208.2 billion at 31 December 2014 to £219.6 billion at 31 December 2015. The increase reflects positive net flows (premiums net of upfront charges less surrenders, withdrawals, maturities and deaths) of £7.6 billion in 2015 (2014: £9.6 billion), driven by strong inflows of £8.5 billion in the US and £1.9 billion in Asia, together with a positive £7.2 billion increase from foreign exchange effects following a strengthening of the US dollar. 220 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuediii Movement in insurance contract liabilities and unallocated surplus of with-profits funds Further analysis of the movement in the year of the Group’s insurance contract liabilities, gross and reinsurance share, and unallocated surplus of with-profits funds is provided below: At 1 January 2014 Income and expense included in the income statement and other comprehensive income Foreign exchange translation differences At 31 December 2014 / 1 January 2015 Income and expense included in the income statement and other comprehensive income Foreign exchange translation differences At 31 December 2015 iv Reinsurers’ share of insurance contract liabilities Insurance contract liabilities Gross £m 218,185 23,532 8,321 250,038 3,456 7,259 260,753 Reinsurers’ share £m 6,018 (41) 338 6,315 342 335 6,992 Unallocated surplus of with-profits funds £m 12,061 54 335 12,450 522 124 13,096 Insurance contract liabilities Claims outstanding Asia 755 43 798 2015 £m US 5,499 711 6,210 UK 738 157 895 Total 6,992 911 7,903 2014 £m Total 6,315 852 7,167 The Group cedes certain business to other insurance companies. Although the ceding of insurance does not relieve the Group from its 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. Of the reinsurers’ share of insurance contract liabilities balance of £7,903 million at 31 December 2015 (2014: £7,167 million), 90 per cent (2014: 93 per cent) were ceded by the Group’s UK and US operations, of which 96 per cent (2014: 95 per cent) of the balances were from reinsurers with Standard & Poor’s rating A- and above. The reinsurance asset for Jackson as shown in the table above primarily relates to certain fully collateralised former REALIC business retained by Swiss Re through 100 per cent reinsurance agreements. Apart from the reinsurance of REALIC business, 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. Net commissions received on ceded business and claims incurred ceded to external reinsurers totalled £41 million and £442 million respectively during 2015 (2014: £35 million and £398 million respectively). There were no deferred gains or losses on reinsurance contracts in either 2015 or 2014. In each of 2015 and 2014, the Group’s UK insurance business entered into longevity reinsurance transactions on certain aspects of the UK’s annuity liabilities. Further information on these transactions is provided in note B4(b). The gains and losses recognised in profit and loss for the other reinsurance contracts written in the year were immaterial. 221 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.1 Movement and duration of liabilities continued C4.1(b) Asia insurance operations i Analysis of movements 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 Asia insurance operations from the beginning of the year to the end of the year is as follows: At 1 January 2014 Comprising: With-profits business £m Unit-linked liabilities £m 13,215 13,765 Other business £m 8,166 Policyholder liabilities on the consolidated statement of financial position Unallocated surplus of with-profits funds on the consolidated statement 13,138 11,918 of financial position Group’s share of policyholder liabilities relating to joint ventures* Reallocation of unallocated surplus for the domestication of the Hong Kong branch note (b) Premiums New business In-force Surrenders note (d) Maturities/Deaths Net flows note (c) Shareholders’ transfers post-tax Investment-related items and other movements note (e) Foreign exchange translation differences note (a) At 31 December 2014 / 1 January 2015 Comprising: Policyholder liabilities on the consolidated statement of financial position Unallocated surplus of with-profits funds on the consolidated statement of financial position Group’s share of policyholder liabilities relating to joint ventures* Premiums New business In-force Surrenders note (d) Maturities/Deaths Net flows note (c) Shareholders’ transfers post-tax Investment-related items and other movements note (e) Foreign exchange translation differences note (a) At 31 December 2015 note (c) Comprising: Policyholder liabilities on the consolidated statement of financial position† Unallocated surplus of with-profits funds on the consolidated statement of financial position Group’s share of policyholder liabilities relating to joint ventures* Average policyholder liability balances‡ 2015 2014 Total £m 35,146 31,910 77 3,159 1,690 2,759 4,299 7,058 (2,425) (1,259) 3,374 (40) 3,480 1,372 6,854 – 1,312 – 997 1,090 2,087 (279) (604) 1,204 – 523 308 77 – 1,690 425 1,834 2,259 (207) (615) 1,437 (40) 1,621 689 – 1,847 – 1,337 1,375 2,712 (1,939) (40) 733 – 1,336 375 18,612 16,209 10,201 45,022 16,510 13,874 8,321 38,705 2,102 – 812 2,179 2,991 (242) (647) 2,102 (43) (243) 506 – 2,335 1,322 1,496 2,818 (2,043) (88) 687 – (536) (394) – 1,880 781 1,194 1,975 (265) (530) 1,180 – 415 82 2,102 4,215 2,915 4,869 7,784 (2,550) (1,265) 3,969 (43) (364) 194 20,934 15,966 11,878 48,778 18,381 13,355 9,519 41,255 2,553 – 17,446 14,823 – 2,611 16,088 14,987 – 2,359 11,039 9,183 2,553 4,970 44,573 38,993 * The Group’s investment in joint ventures are accounted for on an equity method basis and the Group’s share of the policyholder liabilities as shown above relate to the joint venture life businesses in China, India and of the Takaful business in Malaysia. † The policyholder liabilities of the with-profits business of £18,381 million, shown in the table above, is after deducting the intra-group reinsurance liabilities ceded by the UK insurance operations of £1,261 million to the Hong Kong with-profits business (2014: £1,363 million). Including this amount the Asia with-profits policyholder liabilities are £19,642 million. ‡ Averages have been based on opening and closing balances and adjusted for acquisitions and disposals in the year and exclude unallocated surplus of with-profits funds. 222 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued Notes (a) Movements in the year have been translated at the average exchange rates for the year ended 31 December 2015. The closing balance has been translated at the closing spot rates as at 31 December 2015. Differences upon retranslation are included in foreign exchange translation differences. (b) On 1 January 2014, following consultation with the policyholders of PAC and regulators and court approval, the Hong Kong branch of PAC was transferred to separate subsidiaries established in Hong Kong. From this date the unallocated surplus of the Hong Kong with-profits business is reported within the Asia insurance operations segment. (c) Net flows have increased by £595 million to £3,969 million in 2015 compared with £3,374 million in 2014 reflecting increased flows from new business and growth in the in-force books. (d) The rate of surrenders for shareholder-backed business (expressed as a percentage of opening liabilities) was 8.7 per cent in 2015, lower than the 10.1 per cent (e) recorded in 2014 (based on opening liabilities). Investment-related items and other movements for 2015 principally represents unrealised losses on bonds and equities, following rising bond yields and lower Asia equity markets in 2015. ii Duration of liabilities The table below shows the carrying value of policyholder liabilities and the maturity profile of the cash flows on a discounted basis for 2015 and 2014, taking account of expected future premiums and investment returns: Policyholder liabilities Expected maturity: 0 to 5 years 5 to 10 years 10 to 15 years 15 to 20 years 20 to 25 years Over 25 years 2015 £m 2014 £m 41,255 38,705 % 23 20 17 12 9 19 % 23 20 17 12 9 19 iii Summary policyholder liabilities (net of reinsurance) and unallocated surplus At 31 December 2015, the policyholder liabilities and unallocated surplus for Asia operations of £43.8 billion (2014: £40.8 billion), net of reinsurance of £798 million (2014: £488 million), excluding joint ventures, comprised the following: Hong Kong Indonesia Korea Malaysia Singapore Taiwan Other countries Total Asia operations 2015 £m 2014 £m 16,234 2,361 2,810 3,492 12,022 2,724 3,367 43,010 13,748 2,552 2,702 3,713 12,074 2,569 2,961 40,319 223 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.1 Movement and duration of liabilities continued C4.1(c) US insurance operations i Analysis of movements 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: US insurance operations At 1 January 2014 Premiums Surrenders Maturities/Deaths Net flows note (b) Transfers from general to separate account Investment-related items and other movements note (c) Foreign exchange translation differences note (a) At 31 December 2014 / 1 January 2015 Premiums Surrenders Maturities/Deaths Net flows note (b) Transfers from general to separate account Investment-related items and other movements note (c) Foreign exchange translation differences note (a) At 31 December 2015 Average policyholder liability balances* 2015 2014 * Averages have been based on opening and closing balances. Variable annuity separate account liabilities £m 65,681 12,220 (3,699) (547) 7,974 1,395 1,963 4,728 81,741 12,899 (4,357) (655) 7,887 847 (4,351) 4,898 Fixed annuity, GIC and other business £m 41,730 3,272 (2,223) (760) 289 (1,395) 1,749 2,632 Total £m 107,411 15,492 (5,922) (1,307) 8,263 – 3,712 7,360 45,005 126,746 3,800 (2,402) (809) 589 (847) 527 2,617 16,699 (6,759) (1,464) 8,476 – (3,824) 7,515 91,022 47,891 138,913 86,382 73,711 46,448 43,368 132,830 117,079 Notes (a) Movements in the year have been translated at an average rate of US$1.53/£1.00 (2014: US$1.65/£1.00). The closing balances have been translated at closing rate of US$1.47/£1.00 (2014: US$1.56/£1.00). Differences upon retranslation are included in foreign exchange translation differences. (b) Net flows for the year were £8,476 million compared with £8,263 million in 2014, reflecting continued strong in-flows into the variable annuity business. (c) Negative investment-related items and other movements in variable annuity separate account liabilities of £4,351 million for 2015 primarily reflects the decreases in equities and bond values during the year. Fixed annuity, GIC and other business investment and other movements of £527 million primarily reflect the increase in interest credited to the policyholder accounts in the year and an increase in other guarantee reserves. ii Duration of liabilities The table below shows the carrying value of policyholder liabilities and maturity profile of the cash flows on a discounted basis for 2015 and 2014: 2015 2014 Fixed annuity and other business (including GICs and similar contracts) £m 47,891 % 48 26 12 7 4 3 Fixed annuity and other business (including GICs and similar contracts) £m Total £m 138,913 45,005 % 44 28 14 8 4 2 % 46 27 12 7 4 4 Variable annuity £m 91,022 % 43 28 15 8 4 2 Variable annuity £m 81,741 Total £m 126,746 % 48 29 13 6 3 1 % 47 29 13 6 3 2 Policyholder liabilities Expected maturity: 0 to 5 years 5 to 10 years 10 to 15 years 15 to 20 years 20 to 25 years Over 25 years 224 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued C4.1(d) UK insurance operations i Analysis of movements 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: At 1 January 2014 Comprising: Policyholder liabilities Unallocated surplus of with-profits funds Reallocation of unallocated surplus for the domestication of the Hong Kong branch note (a) Premiums Surrenders Maturities/Deaths Net flows note (b) Shareholders’ transfers post-tax Switches Investment-related items and other movements Foreign exchange translation differences At 31 December 2014 / 1 January 2015 Comprising: Policyholder liabilities Unallocated surplus of with-profits funds Premiums Surrenders Maturities/Deaths Net flows note (b) Shareholders’ transfers post-tax Switches Investment-related items and other movements note (c) Foreign exchange translation differences At 31 December 2015 Comprising: Policyholder liabilities Unallocated surplus of with-profits funds Average policyholder liability balances* 2015 2014 Shareholder-backed funds and subsidiaries SAIF and PAC with-profits sub-fund £m Unit-linked liabilities £m Annuity and other long-term business £m Total £m 95,837 23,652 27,127 146,616 83,853 11,984 23,652 – 27,127 – 134,632 11,984 (1,690) 2,951 (2,507) (4,344) (3,900) (200) (167) 9,637 (90) – 1,405 (2,934) (587) (2,116) – 167 1,597 – – 3,546 (215) (1,825) 1,506 – – 3,076 – (1,690) 7,902 (5,656) (6,756) (4,510) (200) – 14,310 (90) 99,427 23,300 31,709 154,436 89,079 10,348 23,300 – 31,709 – 144,088 10,348 6,546 (3,136) (4,378) (968) (214) (189) 1,999 14 1,115 (3,168) (573) (2,626) – 189 579 – 2,031 (59) (2,040) (68) – – (259) – 9,692 (6,363) (6,991) (3,662) (214) – 2,319 14 100,069 21,442 31,382 152,893 89,526 10,543 89,303 86,467 21,442 – 22,371 23,476 31,382 – 31,545 29,419 142,350 10,543 143,219 139,362 * Averages have been based on opening and closing balances and exclude unallocated surplus of with-profits funds. Notes (a) On 1 January 2014, following consultation with the policyholders of PAC and regulators and court approval, the Hong Kong branch of PAC was transferred to separate subsidiaries established in Hong Kong. From this date the unallocated surplus of the Hong Kong with-profits business is reported within the Asia insurance operations segment. (b) Net outflows improved from £4,510 million in 2014 to £3,662 million in 2015, due primarily to higher premium flows into our with-profits funds following increased sales into with-profits savings and retirement products. This has been offset by lower premiums into our annuity business following the introduction of pension freedoms and lower level of bulks. The levels of inflows/outflows for unit-linked business is driven by corporate pension schemes with transfers in or out from only a small number of schemes influencing the level of flows in the year. Investment-related items and other movements of £2,319 million mainly reflects investment return earned in the year, attributable to policyholders. (c) 225 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.1 Movement and duration of liabilities continued ii 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. In effect, the maturity term of the other contracts reflects the earlier of death, maturity or the policy lapsing. In addition, as described in note A3.1, with-profits contract liabilities 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 following tables show the carrying value of the policyholder liabilities and the maturity profile of the cash flows, on a discounted basis for 2015 and 2014, for insurance contracts, as defined by IFRS: With-profits business 2015 £m Annuity business (Insurance contracts) Other Total Insurance contracts Investment contracts Total Non-profit annuities within WPSF PRIL Total Insurance contracts Investments contracts Total Policyholder liabilities 35,962 42,736 78,698 10,828 22,092 32,920 14,919 15,813 30,732 142,350 Expected maturity: 0 to 5 years 5 to 10 years 10 to 15 years 15 to 20 years 20 to 25 years over 25 years 40 23 14 9 6 8 40 27 17 10 4 2 40 25 16 10 5 4 33 25 18 11 6 7 2015 % 25 21 18 14 10 12 2014 £m 27 23 18 13 9 10 37 25 15 9 6 8 36 23 17 12 6 6 37 24 16 10 6 7 36 24 16 11 6 7 Policyholder liabilities 38,287 39,084 77,371 11,708 22,186 33,894 15,474 17,349 32,823 144,088 Expected maturity: 0 to 5 years 5 to 10 years 10 to 15 years 15 to 20 years 20 to 25 years over 25 years 40 24 14 9 6 7 39 26 17 11 5 2 39 25 16 10 5 5 31 25 18 11 7 8 2014 % 25 22 18 14 9 12 27 23 18 13 9 10 37 25 16 10 5 7 36 22 16 11 8 7 36 24 16 11 6 7 36 24 17 11 6 6 — 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 future vesting of internal pension contracts. — Benefit payments do not reflect the pattern of bonuses and shareholder transfers in respect of the with-profits business. — Investment contracts under ‘Other’ comprise certain unit-linked and similar contracts accounted for under IAS 39 and IAS 18. — For business with no maturity term included within the contracts, for example with-profits investment bonds such as Prudence Bonds, an assumption is made as to likely duration based on prior experience. 226 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC4.2 Products and determining contract liabilities a Asia Features of products and guarantees The life insurance products offered by the Group’s Asia operations include a range of with-profits and non-participating term, whole life, endowment and unit-linked policies. The Asia 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 Asia operations and, in particular, the products’ options and guarantees, vary from territory to territory depending upon local market circumstances. In general terms, the Asia 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 Asia 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. Health and Protection policies provide mortality or morbidity benefits and include health, disability, critical illness and accident coverage. Health and Protection products are commonly offered as supplements to main life policies but can be sold separately. Product guarantees in Asia can be broadly classified into four main categories, namely premium rate, cash value or interest rate guarantees, policy renewability and convertibility options. Subject to local market circumstances and regulatory requirements, the guarantee features described in note C4.2(c) in respect of UK business broadly apply to similar types of participating contracts written in Hong Kong, Singapore and Malaysia. Participating products have both guaranteed and non-guaranteed elements. Non-participating long-term products are the only ones where the Group is contractually obliged to provide guarantees on all benefits. Unit-linked products have the lowest level of guarantee. The risks on death coverage through premium rate guarantees are low due to the diversified nature of the business as well as rigorous product pricing. Cash value and interest rate guarantees are of three types: Maturity values Surrender values Interest rate guarantees Maturity values are guaranteed for non-participating products and on the guaranteed portion of participating products. Declared regular bonuses are also guaranteed once vested. Future bonus rates and cash dividends are not guaranteed on participating products; 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 for certain products and where the law permits such adjustments in cash values; and 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. Whole-of-life contracts with floor levels of policyholder benefits that accrue at rates set at inception and do not vary subsequently with market conditions are written in the Korea life operations though this is not to a significant extent as Korea has a much higher proportion of linked and health business. The Korea business has non-linked liabilities and linked liabilities at 31 December 2015 of £625 million and £2,187 million respectively (2014: £596 million and £2,109 million respectively). 227 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.2 Products and determining contract liabilities continued Determining contract liabilities For the with-profits business, the total value of the with-profits funds is driven by the underlying asset valuation with movements reflected principally in the accounting value of policyholder liabilities and unallocated surplus. Similarly, for the unit-linked business, the attaching liabilities reflect the unit value obligation driven by the value of the investments of the unit fund. For the shareholder-backed non-linked business, the future policyholder benefit provisions for Asia businesses in the Group’s IFRS accounts, are determined in accordance with methods prescribed by local GAAP adjusted to comply, where necessary, with the modified statutory basis or where local GAAP is not well established and in which the business written is primarily non-participating and linked business, US GAAP principles are used as the most appropriate reporting basis. For the countries which apply local GAAP adjusted to comply, where necessary, with modified statutory basis, the approach to determining the contract liabilities is driven by the local solvency basis. A gross premium valuation method is used in those countries where a risk-based capital framework is adopted for local solvency. Under the gross premium valuation method, all cash flows are valued explicitly using best estimate assumptions. A risk-based capital framework applying the gross premium valuation method is adopted by Singapore, Malaysia, Thailand and Indonesia. In applying this approach, an overlay constraint to the method is applied such that no negative reserves are derived at an individual policyholder level. In Vietnam, the Company uses an estimation basis aligned substantially to that used by the countries applying the gross premium valuation method. In the Philippines, the local regulator requires insurers to adopt the gross premium valuation method for traditional business from 30 June 2016 onwards. The Company decided to early adopt this requirement for IFRS reporting for the 2015 year end. For India, Taiwan and, until its sale in 2015, Japan, US GAAP is applied for measuring insurance assets and liabilities. For these countries, the future policyholder benefit provisions for non-linked business are determined 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. The other Asia operations principally adopt a net premium valuation method to determine the future policyholder benefit provisions. The effect of changes in assumptions used to measure insurance assets and liabilities for Asia insurance operations is as disclosed in note B4(a). b US Features of products and guarantees Jackson provides long-term savings and retirement products to retail and institutional customers throughout the US and offers the products discussed below: i Fixed annuities Fixed interest rate annuities At 31 December 2015, fixed interest rate annuities accounted for 9 per cent (2014: 9 per cent) of policy and contract liabilities of Jackson. Fixed interest rate annuities are primarily deferred annuity products that are used for asset accumulation in retirement planning and for providing income in retirement. They permit tax-deferred accumulation of funds and flexible payout options. The policyholder of a fixed interest rate 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. At 31 December 2015, Jackson had fixed interest rate annuities totalling £12.1 billion (2014: £11.7 billion) in account value with minimum guaranteed rates ranging from 1.0 per cent to 5.5 per cent and a 3.00 per cent average guaranteed rate (2014: 1.0 per cent to 5.5 per cent and a 3.03 per cent average guaranteed rate). Approximately 62 per cent (2014: 57 per cent) of the fixed interest rate annuities Jackson wrote in 2015 provide for a market value adjustment (‘MVA’), 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. While the MVA feature minimises the surrender risk associated with certain fixed annuities, Jackson still bears a portion of the surrender risk on policies without this feature, and the investment risk on all fixed interest rate annuities. 228 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedFixed index annuities Fixed index annuities accounted for 6 per cent (2014: 6 per cent) of Jackson’s policy and contract liabilities at 31 December 2015. Fixed index 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), and provide a guaranteed minimum return. These guaranteed minimum rates are generally set at 1.0 to 3.0 per cent. At 31 December 2015, Jackson had fixed index annuities allocated to indexed funds totalling £6.4 billion (2014: £6.3 billion) in account value with minimum guaranteed rates on index accounts ranging from 1.0 per cent to 3.0 per cent and a 1.79 per cent average guaranteed rate (2014: 1.0 per cent to 3.0 per cent and a 1.83 per cent average guarantee rate). At 31 December 2015, Jackson also offered fixed interest accounts on some fixed index annuity products. At 31 December 2015, fixed interest accounts of fixed index annuities totalled £1.9 billion (2014: £1.8 billion) in account value with minimum guaranteed rates ranging from 1.0 per cent to 3.0 per cent and a 2.52 per cent average guaranteed rate (2014: 1.0 per cent to 3.0 per cent and a 2.53 per cent average guaranteed rate). Jackson hedges the equity return risk on fixed index products using offsetting equity exposure in the variable annuity product. The cost of hedging is taken into account in setting the index participation rates or caps. Jackson bears the investment risk and a portion of the surrender risk on these products. Immediate annuities At 31 December 2015, immediate annuities accounted for 1 per cent (2014: 1 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 risks are mortality and reinvestment. 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 2015, variable annuities accounted for 70 per cent (2014: 69 per cent) of Jackson’s policy and contract liabilities. Variable annuities are deferred annuities that have the same tax advantages and payout options as fixed interest rate and fixed index annuities. They are also used for asset accumulation in retirement planning and to provide income in retirement. The primary differences between variable annuities and fixed interest rate or fixed index annuities are investment risk and return. If a policyholder chooses a variable annuity, the rate of return depends upon the performance of the selected fund portfolio. Policyholders may allocate their investment to either the fixed account or a selection of variable accounts. 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 2015, 6 per cent (2014: 5 per cent) of variable annuity funds were in fixed accounts. Jackson had variable annuity funds in fixed accounts totalling £5.5 billion (2014: £4.4 billion) with minimum guaranteed rates ranging from 1.0 per cent to 3.0 per cent and a 1.70 per cent average guaranteed rate (2014: 1.0 per cent to 3.0 per cent and a 1.81 per cent average guaranteed rate). Jackson issues variable annuity contracts where it contractually guarantees to the policyholder a return of no less than either, a) 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)), at annuitisation (guaranteed minimum income benefit (GMIB)), upon the depletion of funds (guaranteed minimum withdrawal benefit (GMWB)) or at the end of a specified period (guaranteed minimum accumulation benefit (GMAB)). Jackson hedges these risks using equity options and futures contracts as described in note C7.3. The GMAB and GMIB are no longer offered, with the existing GMIB coverage being substantially reinsured. 229 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.2 Products and determining contract liabilities continued iii Life insurance Life insurance products accounted for 11 per cent (2014: 12 per cent) of Jackson’s policy and contract liabilities at 31 December 2015. Jackson discontinued new sales of life insurance products in 2012. Life products include term life and interest-sensitive life (universal life and variable universal life). Term life provides protection for a defined period and a benefit that is payable to a designated beneficiary upon death of the insured. Universal life provides permanent individual life insurance for the life of the insured and includes a savings element. Variable universal life is a type of life insurance policy that combines death benefit protection with the ability for the policyholder account to be invested in separate account funds. For certain fixed universal life plans, additional provisions are held to reflect the existence of guarantees offered in the past that are no longer supported by earnings on the existing asset portfolio, or for situations where future mortality charges are not expected to be sufficient to provide for future mortality costs. Excluding the business that is subject to the retrocession treaties at 31 December 2015, Jackson had interest-sensitive life business in force with total account value of £6.1 billion (2014: £5.9 billion), with minimum guaranteed interest rates ranging from 2.5 per cent to 6.0 per cent with a 4.66 per cent average guaranteed rate (2014: 2.5 per cent to 6.0 per cent with a 4.65 per cent average guaranteed rate). iv Institutional products Jackson’s institutional products consist of traditional guaranteed investment contracts (‘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 2015, institutional products accounted for 3 per cent of policy and contract liabilities (2014: 3 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 or a floating short-term interest rate linked to an external index. The duration of the funding agreements range between one and thirty years. In 2015 and 2014, there were no funding agreements terminable by the policyholder with less than 90 days’ notice. v Aggregate account values The table below shows the distribution of account values for fixed annuities (fixed interest rate and fixed index), the fixed account portion of variable annuities, and interest sensitive life business within the range of minimum guaranteed interest rates as described in notes (i) to (iii) above as at 31 December 2015 and 2014: Minimum guaranteed interest rate 1.00% > 1.0% – 2.0% > 2.0% – 3.0% > 3.0% – 4.0% > 4.0% – 5.0% > 5.0% – 6.0% Total Fixed annuities and the fixed account portion of variable annuities £m Interest-sensitive life business £m 2015 5,563 7,670 9,586 1,263 1,639 212 2014 3,927 7,887 9,365 1,239 1,567 207 25,933 24,192 2015 – – 204 2,322 2,023 1,574 6,123 2014 – – 195 2,265 1,971 1,514 5,945 Determining contract liabilities As permissible under IFRS 4 and consistent with the basis explained in note A3.1, in the case of Jackson the carrying values of insurance assets and liabilities are consolidated into the Group accounts based on US GAAP. An overview of the deferral and amortisation of acquisition costs for Jackson is provided in note C5.1(b). With minor exceptions, all of Jackson’s contracts are accounted for as investment contracts as defined for US GAAP purposes 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: — Any amounts that have been assessed to compensate the insurer for services to be performed over future periods (ie deferred income); — Any amounts previously assessed against policyholders that are refundable on termination of the contract; and — Any probable future loss on the contract (ie premium deficiency). 230 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedCapitalised 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, each of which will be determined based on the best estimate of amounts over the life of the book of contracts without provision for adverse deviation: — 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. In the case of variable annuity contracts with guaranteed benefits as described above, liabilities for these benefits are accounted for under US GAAP and are valued as described below. In accordance with US GAAP, the Guaranteed Minimum Death Benefit and the ‘for life’ portion of Guaranteed Minimum Withdrawal Benefit liabilities are determined each period end by estimating the expected value of 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 2015, these liabilities were valued using a series of stochastic investment performance scenarios, a mean investment return of 7.4 per cent (2014: 7.4 per cent) net of external fund management fees, and assumptions for lapse, mortality and expense that are similar to those used in amortising the capitalised acquisition costs. The direct Guaranteed Minimum Income Benefit 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. The assumptions used for calculating the direct Guaranteed Minimum Income Benefit liability at 31 December 2015 and 2014 are consistent with those used for calculating the Guaranteed Minimum Death Benefit and ‘for life’ Guaranteed Minimum Withdrawal Benefit liabilities. Jackson regularly evaluates estimates used and adjusts the additional Guaranteed Minimum Death Benefit, Guaranteed Minimum Income Benefit and Guaranteed Minimum Withdrawal Benefit ‘for life’ liability balances, with a related charge or credit to benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised. Guaranteed Minimum Income Benefits are essentially fully reinsured, subject to a modest deductible and 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 fluctuations. The direct GMIB liability is not considered a derivative instrument under IAS 39 and, as such, an accounting difference arises from this one-sided mark to market. Guaranteed Minimum Withdrawal Benefit ‘not for life’ features are considered to be embedded derivatives under IAS 39. Therefore, provisions for these benefits are recognised at fair value. The change in these guaranteed benefit reserves, along with claim payments and associated fees included in reserves, are included along with the hedge results in short-term fluctuations, resulting in removal of the market impact from the operating profit based on longer-term investment returns. For Guaranteed Minimum Withdrawal Benefit and Guaranteed Minimum Income Benefit reinsurance embedded derivatives that are fair valued under IAS 39, Jackson bases its volatility assumptions on implied market volatility for periods ranging from 5 to 10 years, where sufficient market liquidity is assumed to exist, followed by grading to long-term historical volatility levels beyond that point, where such long-term historical volatility levels contain an explicit margin for conservatism. Non-performance risk is incorporated into the calculation through the use of discount interest rates sourced from an AA corporate credit curve as a proxy for Jackson’s own credit risk. Other risk margins, particularly for policyholder behaviour and long-term volatility, are also incorporated into the model through the use of explicitly conservative assumptions. On a periodic basis, Jackson validates the resulting fair values based on comparisons to other models and market movements. With the exception of the Guaranteed Minimum Death Benefit, Guaranteed Minimum Income Benefit, Guaranteed Minimum Withdrawal Benefit and Guaranteed Minimum Accumulation Benefit features of variable annuity 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 (ie the US GAAP liability). For traditional life insurance contracts, provisions for future policy benefits are determined under US GAAP 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. 231 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.2 Products and determining contract liabilities continued 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. c UK Features of 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 (WPSF), Scottish Amicable Insurance Funds (SAIF), and the non-profit sub-fund; — Prudential Retirement Income Limited (PRIL), 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 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. The WPSF held a provision of £47 million at 31 December 2015 (2014: £50 million) to honour guarantees on a small amount of guaranteed annuity products. SAIF’s exposure to guaranteed annuities is described below. With-profits products provide returns to policyholders through bonuses that are ‘smoothed’. There are two types of bonuses: ‘regular’ and ‘final’. Regular bonuses are declared once a year, and once credited, are guaranteed in accordance with the terms of the particular product. Unlike regular bonuses, final bonuses are guaranteed only until the next bonus declaration. The main factors that influence the determination of bonus rates are the return on the investments of the with-profits fund, inflation, taxation, the expenses of the fund chargeable to policyholders and the degree to which investment returns are smoothed. The overall rate of return earned on investments and the expectation of future investment returns are the most important influences on bonus rates. A high proportion of the assets backing the with-profits business are invested in equities and real estate. If the financial strength of the with-profits business is affected, then a higher proportion of fixed interest or similar assets might be held by the fund. Further details on the determination of the two types of the bonuses: ‘regular’ and ‘final’ are provided below. Regular bonus rates For regular bonuses, the bonus rates are determined for each type of policy primarily by targeting the bonus level at a prudent proportion of the long-term expected future investment return on 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 the date of payment of the premium, or date of issue of the policy, or if the accumulated regular bonuses are particularly high or low, relative to a prudent proportion of the achieved investment return. When target bonus levels change the PAC Board of Directors has regard to the overall strength of the long-term fund when determining the length of time over which it will seek to achieve the amended prudent target bonus level. In normal investment conditions, PAC expects changes in regular bonus rates to be gradual over time. However, PAC retains the discretion whether or not to declare a regular bonus each year, and there is no limit on the amount by which regular bonus rates can change. Final bonus rates A final bonus which is normally declared yearly, may be added when a claim is paid or when units of a unitised product are realised. The rates of final bonus usually vary by type of policy and by reference to the period, usually a year, in which the policy commences or each premium is paid. These rates are determined by reference to the asset shares for the sample policies but subject to the smoothing approach as explained below. In general, the same final bonus scale applies to maturity, death and surrender claims except that: — The total surrender value may be impacted by the application of a Market Value Reduction for accumulating with-profits policies and by the surrender bases for conventional with-profits business; and — For the SAIF and Scottish Amicable, the final bonus rates applicable on surrender may be adjusted to reflect expected future bonus rates. Application of significant judgement The application of the above method for determining bonuses requires the PAC Board to apply significant judgement in many respects, including in particular the following: — Determining what constitutes fair treatment of customers: Prudential is required by UK law and regulation to consider the fair treatment of its customers in setting bonus levels. The concept of determining what constitutes fair treatment, while established by statute, is not defined; — Smoothing of investment returns: This is an important feature of with-profits products. Determining when particular circumstances, such as a significant rise or fall in market values, warrant variations in the standard bonus smoothing limits that apply in normal circumstances requires the PAC Board of Directors to exercise significant judgement; and — Determining at what level to set bonuses to ensure that they are competitive: The overall return to policyholders is an important competitive measure for attracting new business. 232 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedKey assumptions As noted above, the overall rate of return on investments and the expectation of future investment returns are the most important influences in bonus rates, subject to the smoothing described below. Prudential determines the assumptions to apply in respect of these factors, including the effects of reasonably likely changes in key assumptions, in the context of the overarching discretionary and smoothing framework that applies to its with-profits business as described above. As such, it is not possible to specifically quantify the effects of each of these assumptions, or of reasonably likely changes in these assumptions. Prudential’s approach, in applying significant judgement and discretion in relation to determining bonus rates, is consistent conceptually with the approach adopted by other firms that manage a with-profits business and is also consistent with the requirements of the Principles and Practices of Financial Management (PPFM) that are applied in the management of their with-profits funds. The principles contain an explanation of how it determines regular and final bonus rates within the discretionary framework that applies to all with-profits policies, subject to the general legislative requirements applicable. Its purpose is therefore to: — Explain the nature and extent of the discretion available; — Show how competing or conflicting interests or expectations of different groups and generations of policyholders, and policyholders and shareholders are managed so that all policyholders and shareholders are treated fairly; and — Provide a knowledgeable observer (eg a financial adviser) with an understanding of the material risks and rewards from starting and continuing to invest in a with-profits policy with Prudential. Furthermore, in accordance with industry-wide regulatory requirements, the PAC Board has appointed: — A Chief Actuary who provides the PAC Board with all actuarial advice; — A With-Profits Actuary whose specific duty is to advise the PAC Board on the reasonableness and proportionality of the manner in which its discretion has been exercised in applying the Principles and Practices of Financial Management and the manner in which any conflicting interests have been addressed; and — A With-Profits Committee of independent individuals, which assesses the degree of compliance with the Principles and Practices of Financial Management and the manner in which conflicting rights have been addressed. Smoothing of investment return In determining bonus rates for the UK with-profits policies, smoothing is applied to the allocation of the overall earnings of the UK with-profits fund of which the investment return is a significant element. The smoothing approach differs between accumulating and conventional with-profits policies to reflect the different contract features. In normal circumstances, Prudential does not expect most payout 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 payout values between different policies. Greater flexibility may be required in certain circumstances, for example following a significant rise or fall in market values, and in such situations the PAC Board may decide to vary the standard bonus smoothing limits in order to protect the overall interests of policyholders. The degree of smoothing is illustrated numerically by comparing in the following table the relatively ‘smoothed’ level of policyholder bonuses declared as part of the surplus for distribution, with the more volatile movement in investment return and other items of income and expenditure of the UK component of the PAC with-profits fund for each year presented. 2015 £m 2014 £m Net income of the fund: Investment return Claims incurred Movement in policyholder liabilities Add back policyholder bonuses for the year (as shown below) Claims incurred and movement in policyholder liabilities (including charge for provision for asset shares and excluding policyholder bonuses) Earned premiums, net of reinsurance Other income Acquisition costs and other expenditure Share of profits from investment joint ventures Tax charge Net income of the fund before movement in unallocated surplus Movement in unallocated surplus Surplus for distribution Surplus for distribution allocated as follows: 90% policyholders’ bonus (as shown above) 10% shareholders’ transfers 3,130 (6,745) (1,307) 1,943 (6,109) 6,507 210 (1,318) 53 (148) 2,325 (168) 2,157 1,943 214 2,157 8,958 (6,115) (4,366) 1,812 (8,669) 3,007 72 (961) 129 (440) 2,096 (84) 2,012 1,812 200 2,012 233 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC4: Policyholder liabilities and unallocated surplus continued C4.2 Products and determining contract liabilities continued ii Annuity business Prudential’s conventional annuities include level, fixed-increase and inflation-linked annuities, the link being to the Retail Price Index (RPI) in the majority of cases. 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 a ‘required smoothed return’ 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 required smoothed return bonus rate selected by the policyholder when the product is purchased and the smoothed return 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. 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 ie in excess of those based on asset share. Provision is made for the risks attaching to some SAIF unitised with-profits policies that have (Market Value Reduction) MVR-free dates and for those SAIF products which have a guaranteed minimum benefit on death or maturity of premiums accumulated at 4 per cent per annum. The Group’s main exposure to guaranteed annuities in the UK is through SAIF and a provision of £412 million was held in SAIF at 31 December 2015 (2014: £549 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. 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. 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 incurred on behalf of SAIF by other Group companies are recharged in full 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 non-profit annuities within PAC and PRIL annuity business where the internal rate of return of the assets backing the liabilities is used. Properties are valued using the lower of the rental yield and the redemption 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. 234 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedii 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 PRA’s rules for the determination of reserves on the PRA’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 PRA’s Peak 2 calculation under the realistic regime requirement is explained further in note A3.1(d) under the UK regulated with-profits section. The contract liabilities for with-profits business also require assumptions for persistency. These are set based on the results of recent experience analysis. The process of determining policyholder liabilities of SAIF is similar to that for the with-profits policies of the WPSF. 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. Further details on credit risk allowance are provided in note B4(c). 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. New mortality projection models are released annually by the Continuous Mortality Investigation (CMI). The CMI 2014 model was used to produce the 2015 results and the CMI 2012 model was used to produce the 2014 results; both calibrated to reflect an appropriate view of future mortality improvements. For annuities in payment, the tables and range of percentages used are set out below: 2015 2014 CMI Model, with calibration to reflect future mortality improvements CMI 2014 CMI 2012 For males: with a long-term improvement rate of 2.25% pa For females: with a long-term improvement rate of 1.50% pa For males: with a long-term improvement rate of 2.25% pa For females: with a long-term improvement rate of 1.50% pa Non-profit annuities within the WPSF PRIL Males Females Males Females 95% – 97% PCMA00 91% – 103% PCFA00 93% PCMA00 83% – 96% PCFA00 93% – 99% PCMA00 89% – 101% PCFA00 91% – 95% PCMA00 84% – 98% PCFA00 For annuities in deferment, the tables used by both the non-profit annuities within the WPSF and PRIL were AM92 – 4 years (Males) and AF92 – 4 years (Females) for 2015 and 2014. 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 consistent with the level of service provision in line with the requirements of IAS 18. v Effect of changes in assumptions used to measure insurance assets and liabilities Credit risk There has been no change of approach in the setting of assumption levels of credit risk in 2015 and 2014. However, changes in the portfolio have given rise to altered levels of credit risk allowance as set out in note B4(b). Other assumption changes The effect of other assumption changes for the shareholder-backed business is set out in note B4(b). For the with-profits sub-fund, the aggregate effect of assumption changes in 2015 was a net charge to unallocated surplus of £114 million (2014: net charge of £86 million). 235 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC5: Intangible assets C5.1 Intangible assets attributable to shareholders a Goodwill attributable to shareholders Cost At beginning of year Disposal of Japan life business Additional consideration paid on previously acquired business Exchange differences At end of year Aggregate impairment Net book amount at end of year Goodwill attributable to shareholders comprises: M&G Other 2015 £m 2014 £m 1,583 (120) 2 (2) 1,463 – 1,463 1,581 – – 2 1,583 (120) 1,463 2015 £m 2014 £m 1,153 310 1,463 1,153 310 1,463 Other goodwill represents amounts allocated to entities in Asia and the US operations. These goodwill amounts are not individually material. The aggregate goodwill impairment of £120 million at 31 December 2014 related to the goodwill held by the Japan life business, prior to its sale in February 2015. Impairment testing Goodwill does not generate cash flows independently of other groups of assets and thus is assigned to cash-generating units for the purposes of impairment testing. These cash-generating units are based upon how management monitors the business and represent the lowest level to which goodwill can be allocated on a reasonable basis. Assessment of whether goodwill may be impaired Goodwill is tested for impairment by comparing the cash-generating units’ carrying amount, including any goodwill, with its recoverable amount. With the exception of M&G, the goodwill attributable to shareholders 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 13. 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 statement of financial position may be impaired. The assumptions underpinning the Group’s EEV basis of reporting are included in the EEV basis supplementary information in this Annual Report. M&G The recoverable amount for the M&G cash-generating units 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 M&G operating segment (based upon management projections). The discounted cash flow valuation has been based on a three-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 ii iii The set of economic, market and business assumptions used to derive the three-year plan. The direct and secondary effects of recent developments, eg changes in global equity markets, are considered by management in arriving at the expectations for the financial projections for the plan; The assumed growth rate on forecast cash flows beyond the terminal year of the plan. A growth rate of 2.5 per cent (2014: 2.5 per cent) has been used to extrapolate beyond the plan period representing management’s best estimate view of the long-term growth rate of the business after considering the future and past growth rates and external sources of data; 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 (2014: 12 per cent) has been applied to post-tax cash flows. The pre-tax risk discount rate was 16 per cent (2014: 16 per cent). Management have determined the risk discount rate by reference to an average implied discount rate for comparable UK listed asset managers calculated by reference to risk-free rates, equity risk premiums of 5 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; and iv That asset management contracts continue on similar terms. Management believes that any reasonable change in the key assumptions would not cause the recoverable amount of M&G to fall below its carrying amount. 236 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedb Deferred acquisition costs and other intangible assets attributable to shareholders The deferred acquisition costs and other intangible assets attributable to shareholders comprise: Deferred acquisition costs related to insurance contracts as classified under IFRS 4 Deferred acquisition costs related to investment management contracts, including life assurance contracts classified as financial instruments and investment management contracts under IFRS 4 Present value of acquired in-force policies for insurance contracts as classified under IFRS 4 (PVIF) Distribution rights and other intangibles Total of deferred acquisition costs and other intangible assets 2015 £m 2014 £m 6,948 74 7,022 45 1,355 1,400 8,422 5,840 87 5,927 59 1,275 1,334 7,261 2015 £m 2014 £m Balance at 1 January Additions Amortisation to the income statement:† Operating profit Non-operating profit Disposals and transfers Exchange differences and other movements Amortisation of DAC related to net unrealised valuation movements on Jackson’s available-for-sale securities recognised within other comprehensive income† Balance at 31 December Deferred acquisition costs Asia 650 265 (138) – (138) – 4 US 5,177 734 (516) 93 (423) – 323 – 781 337 6,148 UK 83 10 (12) – (12) – – – 81 Asset management PVIF and other intangibles* 1,334 181 (91) – (91) (8) (16) Total 7,261 1,190 (762) 93 (669) (8) 311 Total 5,295 1,768 (696) 653 (43) (6) 334 – 1,400 337 8,422 (87) 7,261 17 – (5) – (5) – – – 12 * PVIF and other intangibles include amounts in relation to software rights with additions of £34 million, amortisation of £29 million and a balance at 31 December 2015 of £71 million. † Under the Group’s application of IFRS 4, US GAAP is used for measuring the insurance assets and liabilities of its US and certain Asia operations. Under US GAAP, most of Jackson’s products are accounted for under Accounting Standard no. 97 of the Financial Accounting Standards Board (FAS 97) whereby deferred acquisition costs are amortised in line with the emergence of actual and expected gross profits. The amounts included in the income statements and Other Comprehensive Income affect the pattern of profit emergence and thus the DAC amortisation attaching. DAC amortisation is allocated to the operating and non-operating components of the Group’s supplementary analysis of profit and Other Comprehensive Income by reference to the underlying items. Note PVIF and other intangibles comprise PVIF, distribution rights and other intangibles such as software rights. Distribution rights relate to amounts that have been paid or have become unconditionally due for payment as a result of past events in respect of bancassurance partnership arrangements in Asia. These agreements allow for bank distribution of Prudential’s insurance products for a fixed period of time. US insurance operations The DAC amount in respect of US insurance operations comprises amounts in respect of: Variable annuity business Other business Cumulative shadow DAC (for unrealised gains booked in other comprehensive income)* Total DAC for US operations 2015 £m 2014 £m 5,713 703 (268) 6,148 5,002 759 (584) 5,177 * Consequent upon the negative unrealised valuation movement in 2015 of £1,305 million (2014: positive unrealised valuation movement of £956 million), there is a gain of £337 million (2014: a charge of £87 million) for altered shadow DAC amortisation booked within other comprehensive income. These adjustments reflect movement from period to period, in the changes to the pattern of reported gross profits that would have occurred if the assets reflected in the statement of financial position had been sold, crystallising the unrealised gains and losses, and the proceeds reinvested at the yields currently available in the market. At 31 December 2015, the cumulative shadow DAC balance as shown in the table above was negative £268 million (2014: negative £584 million). 237 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC5: Intangible assets continued C5.1 Intangible assets attributable to shareholders continued Overview of the deferral and amortisation of acquisition costs for Jackson Under IFRS 4, the Group applies ‘grandfathered’ US GAAP for measuring the insurance assets and liabilities of Jackson. In the case of Jackson term business, acquisition costs are deferred and amortised in line with expected premiums. For annuity and interest-sensitive life business, acquisition costs are deferred and amortised in line with a combination of historical and future expected gross profits on the relevant contracts. For fixed and fixed index annuity and interest-sensitive life business, the key assumption is the long-term spread between the earned rate on investments and the rate credited to policyholders, which is based on an annual spread analysis. Expected gross profits also 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 Jackson, industry experience and future expectations. A detailed analysis of actual mortality, lapse and expense experience is performed using internally developed experience studies. Acquisition costs for Jackson’s variable annuity products are also amortised in line with the emergence of profits. The measurement of amortisation depends on historical and expected future gross profits which include fees (including those for guaranteed minimum death, income, or withdrawal benefits) as well as components related to mortality, lapse and expense. Mean reversion technique For variable annuity products, under US GAAP (as ‘grandfathered’ under IFRS 4) Jackson applies a mean reversion technique for its amortisation of deferred acquisition costs against projected gross profits. This technique is applied with the objective of adjusting the amortisation of deferred acquisition costs that would otherwise be highly volatile due to fluctuations in the level of future gross profits arising from changes in equity market levels. The mean reversion technique achieves this objective by applying a dynamic adjustment to the assumption for short-term future investment returns. Under the mean reversion technique applied by Jackson, the projected level of return for each of the next five years is adjusted from period to period so that in combination with the actual rates of return for the preceding three years, including the current period, the 7.4 per cent long-term annual return (gross of asset management fees and other charges to policyholders, but net of external fund management fees) is realised on average over the entire eight-year period. Projected returns after the mean reversion period revert back to the 7.4 per cent assumption. However, to ensure that the methodology does not over anticipate a reversion to the long-term level of returns following adverse markets, the mean reversion technique has a cap and floor feature whereby the projected returns in each of the next five years can be no more than 15 per cent per annum and no less than 0 per cent per annum (both gross of asset management fees and other charges to policyholders, but net of external fund management fees) in each year. Sensitivity of amortisation charge The amortisation charge to the income statement is reflected in both operating profit and short-term fluctuations in investment returns. The amortisation charge to the operating profit in a reporting period comprises: i A core amount that reflects a relatively stable proportion of underlying premiums or profit; and ii An element of acceleration or deceleration arising from market movements differing from expectations. In periods where the cap and floor feature of the mean reversion technique are not relevant, the technique operates to dampen the second element above. Nevertheless, extreme market movements can cause material acceleration or deceleration of amortisation in spite of this dampening effect. Furthermore, in those periods where the cap or floor is relevant, the mean reversion technique provides no further dampening and additional volatility may result. In 2015, the DAC amortisation charge for operating profit was determined after including a charge for accelerated amortisation of £2 million (2014: charge for accelerated amortisation of £13 million). The 2015 amount primarily reflects the offsetting impacts of the separate account performance of negative 2 per cent, which is lower than the assumed level for the year, and the effect of releasing the 2012 fund returns of 11 per cent from the mean reversion formula. As noted above, the application of the mean reversion formula has the effect of dampening the impact of equity market movements on DAC amortisation while the mean reversion assumption lies within the corridor. In 2016, it would take approximate movements in separate account values of more than either negative 17 per cent or positive 67 per cent for the mean reversion assumption to move outside the corridor. 238 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedDeferred acquisition costs related to insurance and investment contracts attributable to shareholders Additional movement analysis of deferred acquisition costs and other intangibles attributable to shareholders The movements in deferred acquisition costs relating to insurance and investment contracts attributable to shareholders are as follows: DAC at 1 January Additions Amortisation Exchange differences Change in shadow DAC related to movement in unrealised appreciation of Jackson’s securities classified as available-for-sale note (i) DAC at 31 December 2015 £m 2014 £m Insurance contracts Investment management note (i) Insurance contracts Investment management note (i) 5,840 1,007 (566) 330 337 6,948 87 3 (16) – – 74 4,684 895 33 315 (87) 5,840 96 8 (17) – – 87 Note (i) All of the additions are through internal development. The carrying amount of the balance comprises the following gross and accumulated amortisation amounts: Gross amount Accumulated amortisation Net book amount Present value of acquired in-force (PVIF) and other intangibles attributable to shareholders 2015 £m 2014 £m 144 (70) 74 234 (147) 87 At 1 January Cost Accumulated amortisation Additions Amortisation charge Disposals Exchange differences and other movements At 31 December Comprising: Cost Accumulated amortisation 2015 £m Other intangibles PVIF note (i) Distribution rights note (ii) Other intangibles (including software) note (iii) 2014 £m Other intangibles Total PVIF note (i) Distribution rights Other intangibles (including software) note (ii) 222 (163) 59 – (8) – (6) 45 209 (164) 45 1,269 (82) 1,187 139 (50) (8) (10) 1,258 1,387 (129) 1,258 238 (150) 88 42 (33) – – 97 278 (181) 97 1,729 (395) 1,334 181 (91) (8) (16) 1,400 1,874 (474) 1,400 221 (154) 67 – (9) – 1 59 222 (163) 59 458 (66) 392 808 (24) (6) 17 1,187 1,269 (82) 1,187 203 (147) 56 57 (26) (0) 1 88 238 (150) 88 Total 882 (367) 515 865 (59) (6) 19 1,334 1,729 (395) 1,334 Notes (i) All of the PVIF balances relate to insurance contracts. The PVIF attaching to investment contracts have been fully amortised. Amortisation is charged over the period of provision of asset management services as those profits emerge. (ii) Distribution rights relate to fees paid in relation to the bancassurance partnership arrangements 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. (iii) Software is amortised over its useful economic life, which generally represents the licence period of the software acquired. 239 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC5: Intangible assets continued C5.2 Intangible assets attributable to with-profits funds a Goodwill in respect of acquired investment subsidiaries for venture fund and other investment purposes At 1 January Additions in the year Impairment Exchange differences At 31 December 2015 £m 2014 £m 186 – – (1) 185 177 10 – (1) 186 All the goodwill relates to the UK insurance operations segment. The venture fund investments consolidated by the Group relates to investments of the PAC with-profits fund which are managed by M&G for which the goodwill is shown in the table above. Goodwill is tested for impairment of these investments by comparing the investment’s carrying value including goodwill with its recoverable amount (fair value less costs to sell). b Deferred acquisition costs and other intangible assets Other intangible assets in the Group consolidated statement of financial position attributable to with-profits funds consist of: Deferred acquisition costs related to insurance contracts attributable to the PAC with-profits fund note (i) Distribution rights attributable to with-profits funds of the Asia insurance operations note (ii) Computer software attributable to with-profits funds 2015 £m 2014 £m 3 27 20 50 3 47 11 61 Notes (i) The above costs relate to non-participating business written by the PAC with-profits sub-fund. As the with-profits contracts are accounted for under the UK regulatory ‘realistic basis’, no deferred acquisition costs are established for this type of business. (ii) Distribution rights relate to fees paid in relation to the bancassurance partnership arrangements 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. 240 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC6: Borrowings C6.1 Core structural borrowings of shareholder-financed operations Holding company operations: US$1,000m 6.5% Notes US$250m 6.75% Notes note (v) US$300m 6.5% Notes note (v) US$700m 5.25% Notes note (v) US$550m 7.75% Notes note (v) Perpetual Subordinated Capital Securities note (i) ¤20m Medium Term Notes 2023 note (vi) £435m 6.125% Notes 2031 £400m 11.375% Notes 2039 £600m 5% Notes 2055 note (iv) £700m 5.7% Notes 2063 Subordinated Notes Subordinated debt total Senior debt: note (ii) £300m 6.875% Bonds 2023 £250m 5.875% Bonds 2029 Holding company total Prudential Capital bank loan note (iii) Jackson US$250m 8.15% Surplus Notes 2027 note (vii) Total (per consolidated statement of financial position) 2015 £m 2014 £m 678 170 203 472 372 641 160 193 444 351 1,895 1,789 15 430 393 590 695 2,123 4,018 300 249 4,567 275 169 5,011 16 429 391 – 695 1,531 3,320 300 249 3,869 275 160 4,304 Notes (i) The Group has designated all US$2.8 billion (2014: US$2.8 billion) of its subordinated debt as a net investment hedge under IAS 39 to hedge the currency risks related to the net investment in Jackson. The senior debt ranks above subordinated debt in the event of liquidation. (ii) (iii) The Prudential Capital bank loan of £275 million has been made in two tranches: a £160 million loan maturing on 20 December 2017 and a £115 million loan (iv) (v) also maturing on 20 December 2017. These two tranches are currently drawn at a cost of 12-month £LIBOR plus 0.40 per cent. In June 2015, the Company issued core structural borrowings of £600 million 5.00 per cent subordinated notes due in 2055. The proceeds net of discount adjustment and costs, were £590 million. These borrowings can be converted, in whole or in part, at the Company’s option and subject to certain conditions, on any interest payment date, into one or more series of Prudential preference shares. (vi) The €20 million borrowings 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. (vii) Jackson’s borrowings are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of Jackson. C6.2 Other borrowings a Operational borrowings attributable to shareholder-financed operations Commercial Paper Medium Term Notes 2015 Medium Term Notes 2018 note (ii) Borrowings in respect of short-term fixed income securities programmes note (ii) Non-recourse borrowings of US operations Bank loans and overdrafts Obligations under finance leases Other borrowings note (iii) Other borrowings Total note (i),(iv) 2015 £m 2014 £m 1,107 – 598 1,705 – 10 4 241 255 1,704 300 – 2,004 19 6 4 230 240 1,960 2,263 241 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C6: Borrowings continued C6.2 Other borrowings continued Notes (i) In addition to the debt listed above, £200 million Floating Rate Notes were issued by Prudential plc in October 2015 which will mature in October 2016. These Notes have been wholly subscribed to a Group subsidiary and accordingly have been eliminated on consolidation in the Group financial statements. These Notes were originally issued in October 2008 and have been reissued upon their maturity. In January and November 2015, the Company issued £300 million Medium Term Notes which will mature in January 2018 and November 2018 respectively. The proceeds, net of costs, were £299 million for the January 2015 issue and £299 million for the November 2015 issue. (ii) (iii) Other borrowings mainly include amounts whose repayment to the lender is contingent upon future surplus emerging from certain contracts specified under the arrangement. If insufficient surplus emerges on those contracts, there is no recourse to other assets of the Group and the liability is not payable to the degree of shortfall. In addition, other borrowings include senior debt issued through the Federal Home Loan Bank of Indianapolis (FHLB), secured by collateral posted with the FHLB by Jackson. 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. (iv) b Borrowings attributable to with-profits operations Non-recourse borrowings of consolidated investment funds* £100m 8.5% undated subordinated guaranteed bonds of Scottish Amicable Finance plc† Other borrowings (predominantly obligations under finance leases) Total 2015 £m 2014 £m 1,158 100 74 1,332 924 100 69 1,093 * In all instances the holders of the debt instruments issued by these subsidiaries and funds do not have recourse beyond the assets of these subsidiaries and funds. † The interests of the holders of the bonds issued by Scottish Amicable Finance plc, a subsidiary of the Scottish Amicable Insurance Fund, are subordinated to the entitlements of the policyholders of that fund. C6.3 Maturity analysis The following table sets out the remaining contractual maturity analysis of the Group’s borrowings as recognised in the statement of financial position: Less than 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total Shareholder-financed operations With-profits operations Core structural borrowings Operational borrowings Borrowings 2015 £m 2014 £m 2015 £m 2014 £m 2015 £m 2014 £m – 275 – – – 4,736 5,011 – – 275 – – 4,029 4,304 1,293 – 598 – – 69 1,960 2,153 9 1 – 65 35 2,263 137 226 168 36 32 733 119 50 65 74 31 754 1,332 1,093 C7: Risk and sensitivity analysis C7.1 Group overview The Group’s risk framework and the management of the risk including those attached to the Group’s financial statements including financial assets, financial liabilities and insurance liabilities, together with the inter-relationship with the management of capital have been included in the audited sections of Group Chief Risk Officer’s report on the risks facing our business and how these are managed. The financial and insurance assets and liabilities on the Group’s balance sheet 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 shareholders’ equity. The market and insurance risks, including how they affect Group’s operations and how these are managed are discussed in the Group Chief Risk Officer’s report. The most significant items for which the IFRS shareholders’ profit or loss and shareholders’ equity for the Group’s life assurance business is sensitive to, are shown in the following tables. The distinction between direct and indirect exposure is not intended to indicate the relative size of the sensitivity. 242 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued Type of business Market and credit risk Insurance and lapse risk Asia insurance operations (see also section C7.2) Investments/derivatives Liabilities/unallocated surplus Other exposure All business Currency risk With-profits business Net neutral direct exposure (indirect exposure only) Unit-linked business Net neutral direct exposure (indirect exposure only) Mortality and morbidity risk Persistency risk Investment performance subject to smoothing through declared bonuses Investment performance through asset management fees Non-participating business Credit risk Asset/liability mismatch risk Interest rates for those operations where the basis of insurance liabilities is sensitive to current market movements Interest rate and price risk US insurance operations (see also section C7.3) All business Variable annuity business Fixed index annuity business Fixed index annuities, Fixed annuities and GIC business Currency risk Persistency risk Net effect of market risk arising from incidence of guarantee features and variability of asset management fees offset by derivative hedging programme Incidence of equity participation features Derivative hedge programme to the extent not fully hedged against liability Credit risk Interest rate risk Profit and loss and shareholders’ equity are volatile for these risks as they affect the values of derivatives and embedded derivatives and impairment losses. In addition, shareholders’ equity is volatile for the incidence of these risks on unrealised appreciation of fixed income securities classified as available-for-sale under IAS 39 Spread difference between earned rate and rate credited to policyholders Lapse risk, but the effects of extreme events are mitigated by the application of market value adjustments UK insurance operations (see also section C7.4) With-profits business Net neutral direct exposure (indirect exposure only) SAIF sub-fund Net neutral direct exposure (indirect exposure only) Unit-linked business Net neutral direct exposure (indirect exposure only) Shareholder-backed annuity business Asset/liability mismatch risk Credit risk for assets covering liabilities and shareholder capital Interest rate risk for assets in excess of liabilities, ie assets representing shareholder capital Investment performance subject to smoothing through declared bonuses Asset management fees earned by M&G Investment performance through asset management fees Persistency risk to future shareholder transfers Persistency risk Mortality experience and assumptions for longevity 243 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C7: Risk and sensitivity analysis continued C7.1 Group overview continued Detailed analyses of sensitivity of IFRS basis profit or loss and shareholders’ equity to key market and other risks by business unit are provided in notes C7.2, C7.3, C7.4 and C7.5. The sensitivity analyses provided show the effect on profit or loss and shareholders’ equity to changes in the relevant risk variables, all of which are reasonably possible at the relevant balance sheet date. In the equity risk sensitivity analysis shown below, the Group has considered the impact of an instantaneous 20 per cent fall in equity markets. If equity markets were to fall by more than 20 per cent, the Group believes that this would not be an instantaneous fall but rather this would be expected to occur over a period of time during which the Group would be able to put mitigating management actions in place. In addition, the equity risk sensitivity analysis provided assumed that all equity indices fall by the same percentage. Impact of diversification on risk exposure The Group enjoys significant diversification benefits achieved through the geographical spread of the Group’s operations and, within those operations through a broad mix of product types. This arises because not all risk scenarios are likely to happen at the same time and across all geographic regions. Relevant correlation factors include: Correlation across geographic regions: — Financial risk factors; and — Non-financial risk factors. Correlation across risk factors: — Longevity risk; — Expenses; — Persistency; and — Other risks. The effect of diversification across the Group’s life businesses 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 mortality and longevity risk. C7.2 Asia insurance operations Exposure and sensitivity of IFRS basis profit and shareholders’ equity to market and other risks The Asia 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. Non-participating business is largely backed by debt securities or deposits. The Group’s exposure to market risk arising from its Asia operations is therefore at modest levels. This reflects the fact that the Asia operations have a balanced portfolio of with-profits, unit-linked and other types of business. In Asia, adverse persistency experience can impact the IFRS profitability of certain types of business written in the region. This risk is managed at a business unit level through regular monitoring of experience and the implementation of management actions as necessary. These actions could include product enhancements, increased management focus on premium collection as well as other customer retention efforts. The potential financial impact of lapses is often mitigated through the specific features of the products, eg surrender charges, or through the availability of premium holiday or partial withdrawal policy features. In summary, for Asia operations, the operating profit based on longer-term investment returns is mainly affected by the impact of market levels on unit-linked persistency, and other insurance risks. At the total IFRS profit level the Asia result is affected by short-term value movements on the asset portfolio for non-linked shareholder-backed business. i Sensitivity to risks other than foreign exchange risk With-profits business Similar principles to those explained for UK with-profits business in note C7.4 apply to profit emergence for the Asia 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. Unit-linked business As for the UK insurance operations, for unit-linked business, the main factor affecting the profit and shareholders’ equity of the Asia operations is investment performance through asset management fees. The sensitivity of profits and shareholders’ equity to changes in insurance risk, interest rate risk and credit risk are not material. Other business Interest rate risk Excluding its with-profits and unit-linked businesses, the results of the Asia business are sensitive to the vagaries of routine movements in interest rates. 244 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedFor the purposes of analysing sensitivity to variations in interest rates, reference has been made to the movements in the 10-year government bond rates of the territories. At 31 December 2015, 10-year government bond rates vary from territory to territory and range from 1.0 per cent to 8.9 per cent (2014: 1.6 per cent to 8.0 per cent). For the sensitivity analysis as shown in the table below, the reasonably possible interest rate movement used is 1.0 per cent for all territories. The estimated sensitivity to the decrease and increase in interest rates at 31 December 2015 and 2014 is as follows: Profit before tax attributable to shareholders Related deferred tax (where applicable) Net effect on profit and shareholders’ equity 2015 £m 2014 £m Decrease of 1% Increase of 1% Decrease of 1% Increase of 1% 185 (34) 151 (339) 59 (280) (54) (5) (59) (137) 24 (113) The pre-tax impacts, if they arose, would mostly be recorded within the category short-term fluctuations in investments returns in the Group’s segmental analysis of profit before tax. The degree of sensitivity of the results of the non-linked shareholder-backed business of the Asia operations to movements in interest rates depends upon the degree to which the liabilities under the ‘grandfathered’ IFRS 4 measurement basis reflects market interest rates from period to period. For example for those countries, such as those applying US GAAP, the results can be more sensitive as the effect of interest rate movements on the backing investments may not be offset by liability movements. In addition, the degree of sensitivity of the results shown in the table above is dependent on the interest rate level at that point of time. The low interest rates in certain countries have had an adverse impact on the degree of sensitivity to a decrease in interest rates. An additional factor to the direction of the sensitivity of the Asia operations as a whole is movement in the country mix. Equity price risk The non-linked shareholder business has limited exposure to equity and property investment (31 December 2015: £840 million). Generally changes in equity and property investment values are not directly offset by movements in policyholder liabilities. The estimated sensitivity to a 10 per cent and 20 per cent change in equity and property prices for shareholder-backed Asia other business, which would be reflected in the short-term fluctuations component of the Group’s segmental analysis of profit before tax, at 31 December 2015 and 2014 would be as follows: Profit before tax attributable to shareholders Related deferred tax (where applicable) Net effect on profit and shareholders’ equity 2015 £m Decrease 2014 £m Decrease of 20% of 10% of 20% of 10% (169) 21 (148) (85) 10 (75) (187) 23 (164) (93) 11 (82) A 10 or 20 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 movements and, therefore, the primary effect of such movements would, in the Group’s segmental analysis of profits, be included within the short-term fluctuations in investment returns. Insurance risk Many of the territories in Asia are exposed to mortality/morbidity risk and provision is made within policyholder liabilities on a prudent regulatory basis to cover the potential exposure. If these prudent assumptions were strengthened by 5 per cent then it is estimated that post-tax profit and shareholders’ equity would be decreased by approximately £43 million (2014: £40 million). Mortality and morbidity have a symmetrical effect on the portfolio and any weakening of these assumptions would have a similar equal and opposite impact. 245 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C7: Risk and sensitivity analysis continued C7.2 Asia insurance operations continued ii Sensitivity to foreign exchange risk Consistent with the Group’s accounting policies, the profits of the Asia insurance operations are translated at average exchange rates and shareholders’ equity at the closing rate for the reporting period. For 2015, the rates for the most significant operations are given in note A1. A 10 per cent increase (strengthening of the pound sterling) or decrease (weakening of the pound sterling) in these rates would have reduced or increased profit before tax attributable to shareholders, profit for the year and shareholders’ equity, excluding goodwill attributable to Asia operations respectively as follows: Profit before tax attributable to shareholders Profit for the year Shareholders’ equity, excluding goodwill, attributable to Asia operations A 10% increase in local currency to £ exchange rates A 10% decrease in local currency to £ exchange rates 2015 £m 2014 £m 2015 £m 2014 £m (94) (79) (367) (111) (95) (315) 115 97 449 135 117 384 C7.3 US insurance operations Exposure and sensitivity of IFRS basis profit and shareholders’ equity to market and other risks At the level of operating profit based on longer-term investment returns, Jackson’s results are sensitive to market conditions to the extent of income earned on spread-based products and indirectly in respect of variable annuity asset management fees. Jackson’s main exposures are to market risk through its exposure to interest rate risk and equity risk. Approximately 92 per cent (2014: 94 per cent) of its general account investments support fixed interest rate and fixed index annuities, variable annuity fixed account deposits and guarantees, life business and surplus and 8 per cent (2014: 6 per cent) support institutional businesses. 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. Jackson is exposed primarily to the following risks: Risks Equity risk Risk of loss — related to the incidence of benefits related to guarantees issued in connection with its variable annuity contracts; and — related to meeting contractual accumulation requirements in fixed index annuity contracts. Interest rate risk — related to meeting guaranteed rates of accumulation on fixed annuity products following a sharp and sustained fall in interest rates; — related to increases in the present value of projected benefits related to guarantees issued in connection with its variable annuity contracts following a sharp and sustained fall in interest rates in conjunction with a fall in equity markets; — related to the surrender value guarantee features attached to the Company’s fixed annuity products and 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. Jackson’s derivative programme is used to manage interest rate risk associated with a broad range of products and equity market risk attaching to its equity-based products. Movements in equity markets, 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. Combined with the use of US GAAP measurement (as ‘grandfathered’ under IFRS 4) for the insurance contracts assets and liabilities which is largely insensitive to current period market movements, the Jackson total profit (ie including short-term fluctuations in investment returns) is sensitive to market movements. In addition to these effects the Jackson shareholders’ 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 shareholders’ equity (ie outside the income statement). 246 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedJackson 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 index annuities, certain Guaranteed Minimum Withdrawal Benefit variable annuity features and reinsured Guaranteed Minimum Income Benefit 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. In preparing Jackson’s segment profit as shown in note B1.1 value movements on Jackson’s derivative contracts, are included within short-term fluctuations in investment returns and excluded from operating results based on longer-term investment returns. The principal types of derivatives used by Jackson and their purpose are as follows: Derivative Purpose Interest rate swaps Swaption contracts Equity index futures contracts and equity index options Cross-currency swaps Credit default swaps These generally involve the exchange of fixed and floating payments over the period for which Jackson holds the instrument without an exchange of the underlying principal amount. These agreements are used for hedging purposes. These 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 both purchases and writes swaptions in order to hedge against significant movements in interest rates. These derivatives (including various call and put options and interest rate contingent options) are used to hedge Jackson’s obligations associated with its issuance of certain VA guarantees. Some of these annuities and guarantees contain embedded options which are fair valued for financial reporting 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. These 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 if a default event occurs in exchange for periodic payments made by Jackson for the life of the agreement. Jackson does not write default protection using credit derivatives. The estimated sensitivity of Jackson’s profit and shareholders’ equity to equity and interest rate risks provided below is net of the related changes in amortisation of DAC. The effect on the related changes in amortisation of DAC provided is based on the current ‘grandfathered’ US GAAP DAC basis but does not include any effect from an acceleration or deceleration of amortisation of DAC. 247 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C7: Risk and sensitivity analysis continued C7.3 US insurance operations continued i Sensitivity to equity risk At 31 December 2015 and 2014, Jackson had variable annuity contracts with guarantees, for which the net amount at risk (‘NAR’) is defined as the amount of guaranteed benefit in excess of current account value, as follows: 31 December 2015 Return of net deposits plus a minimum return GMDB GMWB – Premium only GMWB* GMAB – Premium only Highest specified anniversary account value minus withdrawals post-anniversary GMDB GMWB – Highest anniversary only GMWB* Combination net deposits plus minimum return, highest specified anniversary account value minus withdrawals post-anniversary GMDB GMIB‡ GMWB* 31 December 2014 Return of net deposits plus a minimum return GMDB GMWB – Premium only GMWB* GMAB – Premium only Highest specified anniversary account value minus withdrawals post-anniversary GMDB GMWB – Highest anniversary only GMWB* Combination net deposits plus minimum return, highest specified anniversary account value minus withdrawals post-anniversary GMDB GMIB‡ GMWB* Minimum return 0-6% 0% 0-5%† 0% Account value £m 70,732 1,916 229 45 7,008 2,025 698 0-6% 0-6% 0-8%† 4,069 1,422 63,924 Minimum return 0-6% 0% 0-5%† 0% Account value £m 64,344 2,151 264 53 6,581 2,131 830 0-6% 0-6% 0-8%† 3,978 1,595 57,323 Weighted average attained age Period until expected annuitisation 65.3 years 65.4 years 68.3 years 0.5 years Weighted average attained age Period until expected annuitisation 65.0 years 65.0 years 67.5 years 1.4 years Net amount at risk £m 2,614 56 23 – 587 202 101 640 518 7,758 Net amount at risk £m 1,463 32 17 – 193 85 58 302 360 2,033 * Amounts shown for Guaranteed Minimum Withdrawal Benefit comprise sums for the ‘not for life’ portion (where the guaranteed withdrawal base less the account value equals to the net amount at risk (NAR)), and a ‘for life’ portion (where the NAR has been estimated as the present value of future expected benefit payment remaining after the amount of the ‘not for life’ guaranteed benefits is zero). † Ranges shown based on simple interest. The upper limits of 5 per cent or 8 per cent simple interest are approximately equal to 4 per cent and 6 per cent respectively, on a compound interest basis over a typical 10-year bonus period. For example 1 + 10 x 0.05 is similar to 1.04 growing at a compound rate of 4 per cent for a further nine years. ‡ The GMIB reinsurance guarantees are essentially fully reinsured. 248 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedAccount balances of contracts with guarantees were invested in variable separate accounts as follows: Mutual fund type: Equity Bond Balanced Money market Total 2015 £m 2014 £m 55,488 11,535 13,546 832 81,401 50,071 11,139 12,901 675 74,786 As noted above, Jackson is exposed to equity risk through the options embedded in the fixed index annuity liabilities and Guaranteed Minimum Death Benefit and Guaranteed Minimum Withdrawal Benefit guarantees included in certain variable annuity benefits as illustrated above. This risk is managed using an 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 guaranteed benefit fees. As a result of this hedging programme, if the equity markets were to increase further in the future, the net effect of 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 in the financial reporting the immediate impact of equity market movements as the free-standing derivatives reset immediately while the hedged liabilities reset more slowly and fees are recognised prospectively. The opposite impact would be observed if the equity markets were to decrease. In addition to the exposure explained above, Jackson is also exposed to equity risk from its holding of equity securities, partnerships in investment pools and other financial derivatives. At 31 December 2015, the estimated sensitivity of Jackson’s profit and shareholders’ equity to immediate increases and decreases in equity markets is shown below. The sensitivities are shown net of related changes in DAC amortisation. 2015 £m 2014 £m Decrease Increase Decrease Increase of 20% of 10% of 20% of 10% of 20% of 10% of 20% of 10% Pre-tax profit, net of related changes in amortisation of DAC Related deferred tax effects Net sensitivity of profit after tax and shareholders’ 738 (258) 259 (91) (86) 30 (128) 45 360 (126) 130 (46) equity 480 168 (56) (83) 234 84 8 (3) 5 (25) 9 (16) Note The table above has been prepared to exclude the impact of the instantaneous equity movements on the separate account fees. In addition, the sensitivity movements shown include those relating to the fixed index annuity and the reinsurance of GMIB guarantees. The above table provides sensitivity movements as at a point in time while 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. The directional movements in the sensitivities reflect the hedging programme in place at 31 December 2015 and 2014. 249 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C7: Risk and sensitivity analysis continued C7.3 US insurance operations continued ii Sensitivity to interest rate risk Notwithstanding the market risk exposure previously described, 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. The Guaranteed Minimum Withdrawal Benefit features attached to variable annuity business (other than ‘for life’ components) are accounted for as embedded derivatives which are fair valued and, therefore, will be sensitive to changes in interest rate. 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 the income statement. Fair value movements on debt securities, net of related changes to amortisation of DAC and deferred tax, are recorded within other comprehensive income. The estimated sensitivity of these items and policyholder liabilities to a 1 per cent and 2 per cent decrease and increase in interest rates at 31 December 2015 and 2014 is as follows: Profit and loss: Pre-tax profit effect (net of related changes in amortisation of DAC) Related effect on charge for deferred tax Net profit effect Other comprehensive income: Direct effect on carrying value of debt securities (net of related changes in amortisation of DAC) Related effect on movement in deferred tax 2015 £m 2014 £m Decrease Increase Decrease Increase of 2% of 1% of 1% of 2% of 2% of 1% of 1% of 2% (1,776) 621 (1,155) (847) 296 (551) 628 (220) 408 1,120 (392) (1,398) 489 728 (909) (690) 242 (448) 494 (173) 321 875 (306) 569 3,167 (1,108) 1,782 (624) (1,782) 624 (3,167) 1,108 2,979 (1,043) 1,663 (582) (1,663) 582 (2,979) 1,043 Net effect 2,059 1,158 (1,158) (2,059) Total net effect on shareholders’ equity 904 607 (750) (1,331) 1,936 1,027 1,081 (1,081) (1,936) 633 (760) (1,367) These sensitivities are shown only for interest rates in isolation and do not include other movements in credit risk that may affect credit spreads and valuations of debt securities. Similar to sensitivity to equity risk, the sensitivity movements provided in the table above are at a point in time and reflect the hedging programme in place on the balance sheet date, while the actual impact on financial results would vary contingent upon a number of factors. iii Sensitivity to foreign exchange risk 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 2015, the average and closing rates were US$1.53 (2014: US$1.65) and US$1.47 (2014: US$1.56) to £1.00 sterling, respectively. A 10 per cent increase (weakening of the dollar) or decrease (strengthening of the dollar) in these rates would reduce or increase profit before tax attributable to shareholders, profit for the year and shareholders’ equity attributable to US insurance operations respectively as follows: Profit before tax attributable to shareholders note Profit for the year Shareholders’ equity attributable to US insurance operations A 10% increase in US$:£ exchange rates A 10% decrease in US$:£ exchange rates 2015 £m 2014 £m 2015 £m 2014 £m (109) (87) (378) (23) (23) (370) 133 107 462 29 28 452 Note Sensitivity on profit (loss) before tax, ie aggregate of the operating profit based on longer-term investment returns and short-term fluctuations in investment returns. 250 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuediv Other sensitivities Total profit of Jackson is sensitive to market risk on the assets covering liabilities other than variable annuity business segregated in the separate accounts. As with other shareholder-backed business the profit or loss for Jackson is presented 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. 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; — Variations in fees and other income, offset by variations in market value adjustment payments and, where necessary, strengthening of liabilities; — Spread returns for the difference between investment returns and rates credited to policyholders; and — Amortisation of deferred acquisition costs. For term business, acquisition costs are deferred and amortised in line with expected premiums. For annuity and interest sensitive life 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 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 expense, mortality and persistency studies. Except to the extent of mortality experience, which primarily affects profits through variations in claim payments and Guaranteed Minimum Death Benefit reserves, the profits of Jackson are relatively insensitive to changes in insurance risk. Jackson is sensitive to lapse risk and other types of policyholder behaviour, such as the take-up of its Guaranteed Minimum Withdrawal Benefit product features. In the absence of hedging, equity and interest rate movements can both cause a loss directly and cause an increased future sensitivity to policyholder behaviour. Jackson has an extensive derivative programme that seeks to manage the exposure to such altered equity markets and interest rates. For variable annuity business, the key assumption is the expected long-term level of separate account returns, which for 2015 was 7.4 per cent (2014: 7.4 per cent). The impact of using this return is reflected in two principal ways, namely: — Through the projected expected gross profits which are used to determine the amortisation of deferred acquisition costs. This is applied through the use of a mean reversion technique which is described in more detail in note C5.1(b) above; and — The required level of provision for claims for guaranteed minimum death, ‘for life’ withdrawal, and income benefits. C7.4 UK insurance operations Exposure and sensitivity of IFRS basis profit and shareholders’ equity to market and other risks The IFRS basis results of the UK insurance operations are most sensitive to asset/liability matching, mortality and default rate experience and longevity assumptions and the difference between the return on corporate bond and risk-free rate for shareholder-backed annuity business of Prudential Retirement Income Limited and the Prudential Assurance Company non-profit sub-fund. Further details are described below. The IFRS operating profit based on longer-term investment returns for UK insurance operations is sensitive to changes in longevity assumptions affecting the carrying value of liabilities to policyholders for UK shareholder-backed annuity business. At the total IFRS profit level, the result is particularly sensitive to temporary value movements on assets backing the capital of the shareholder-backed annuity business. With-profits business SAIF Shareholders have no interest in the profits of the ring-fenced fund of SAIF but are entitled to the asset management fees paid on the assets of the fund. With-profits sub-fund business The shareholder results of the UK with-profits business (including non-participating annuity business of the with-profits sub-fund) are only sensitive to market risk through the indirect effect of investment performance on declared policyholder bonuses. The investment assets of PAC with-profits funds are subject to market risk. Changes in their carrying value, net of related changes to asset-share liabilities of with-profits contracts, affect the level of unallocated surplus of the fund. Therefore, the level of unallocated surplus is particularly sensitive to the level of investment returns on the portion of the assets that represents surplus. However, as unallocated surplus is accounted for as a liability under IFRS, movements in its value do not affect shareholders’ profit and 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 which is currently one-ninth of the cost of bonuses declared. Investment performance is a key driver of bonuses, and hence the shareholders’ share of the cost of bonuses. Due to the ‘smoothed’ basis of bonus declaration, the sensitivity to investment performance in a single year is low relative to movements in the period-to-period performance. However, over multiple periods, it is important as it may affect future expected shareholder transfers. Mortality and other insurance risk are relatively minor factors in the determination of the bonus rates. Adverse persistency experience can affect the level of profitability from with-profits but in any given one year, the shareholders’ share of cost of bonus may only be marginally affected. However, altered persistency trends may affect future expected shareholder transfers. 251 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C7: Risk and sensitivity analysis continued C7.4 UK insurance operations continued Shareholder-backed annuity business The principal items affecting the IFRS results of the UK shareholder-backed annuity business are mortality experience and assumptions, and credit risk. The assets covering the 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 to the extent of any asset/liability duration mismatch which is reviewed regularly, and exposure to credit risk, the sensitivity of the Group’s results to market risk for movements in the carrying value of the liabilities and covering assets is broadly neutral on a net basis. The main market risk sensitivity for the UK shareholder-backed annuity business arises from interest rate risk on the debt securities which substantially represent shareholders’ equity. This shareholders’ 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. In summary, 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; — 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 changes to the assumed rate of improvements in mortality give rise to changes in the measurement of liabilities; and — Changes in renewal expense levels. In addition, the level of profit is affected by change in the level of reinsurance cover. A decrease in assumed mortality rates of 1 per cent would decrease pre-tax profit by approximately £67 million (2014: £94 million). A decrease in credit default assumptions of five basis points would increase pre-tax profit by £176 million (2014: £190 million). A decrease in renewal expenses (excluding asset management expenses) of 5 per cent would increase pre-tax profit by £35 million (2014: £30 million). The effect on profit would be approximately symmetrical for changes in assumptions that are directionally opposite to those explained above. The net effect on profit after tax and shareholders’ equity from all the changes in assumptions as described above would be an increase of approximately £115 million (2014: £101 million). 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. 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 liabilities of the other business are also broadly insensitive to market risk. Profits from unit-linked and similar contracts primarily arise from the excess of charges to policyholders for management of assets, 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 timing of death. 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. Sensitivity to interest rate risk and other market risk By virtue of the fund structure, product features and basis of accounting, the policyholder liabilities of the UK insurance operations are, except annuity business, not generally exposed to interest rate risk. At 31 December 2015 annuity liabilities accounted for 98 per cent (2014: 98 per cent) of UK shareholder-backed business liabilities. For annuity business, liabilities are exposed to interest rate risk. However, the net exposure to the Prudential Assurance Company with-profits sub-fund (for its non-profit annuity business) and shareholders (for annuity liabilities of Prudential Retirement Income Limited and the non-profit sub-fund) is very substantially ameliorated by virtue of the close matching of assets with appropriate duration. The level of matching from period to period can vary depending on management actions and economic factors so it is possible for a degree of mis-matching profits or losses to arise. 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 with contingency reserves and some other margins for prudence within the assumptions required under the 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 and credit risk. 252 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedThe estimated sensitivity of the UK non-linked shareholder-backed business (principally annuities business) to a movement in interest rates is as follows: 2015 £m 2014 £m A decrease of 2% A decrease of 1% An increase of 1% An increase of 2% A decrease of 2% A decrease of 1% An increase of 1% An increase of 2% Carrying value of debt securities and derivatives Policyholder liabilities Related deferred tax effects 10,862 (8,738) (402) 4,812 (3,909) (172) (3,935) 3,208 138 (7,219) 5,872 257 11,559 (9,550) (402) 5,063 (4,250) (163) (4,085) 3,454 126 (7,457) 6,297 232 Net sensitivity of profit after tax and shareholders’ equity 1,722 731 (589) (1,090) 1,607 650 (505) (928) In addition the shareholder-backed portfolio of UK non-linked insurance operations covering liabilities and shareholders’ equity includes equity securities and investment properties. Excluding any second order effects on the measurement of the liabilities for future cash flows to the policyholder, a fall in their value would have given rise to the following effects on pre-tax profit, profit after tax and shareholders’ equity. Pre-tax profit Related deferred tax effects Net sensitivity of profit after tax and shareholders’ equity 2015 £m 2014 £m A decrease of 20% A decrease of 10% A decrease of 20% A decrease of 10% (327) 66 (261) (163) 33 (130) (347) 75 (272) (173) 37 (136) A 10 or 20 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 movements, and, therefore the primary effect of such movements would, in the Group’s segmental analysis of profits, be included within the short-term fluctuations in investment returns. C7.5 Asset management and other operations a Asset management i Sensitivities to foreign exchange risk Consistent with the Group’s accounting policies, the profits of Eastspring Investments and US asset management operations are translated at average exchange rates and shareholders’ equity at the closing rate for the reporting period. The rates for the functional currencies of most significant operations are shown in note A1. A 10 per cent increase in the relevant exchange rates (strengthening of the pound sterling) would have reduced reported profit before tax attributable to shareholders and shareholders’ equity, excluding goodwill attributable to Eastspring Investments and US asset management operations, by £11 million and £38 million respectively (2014: £9 million and £33 million, respectively). ii 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 of the Prudential Capital operation and the indirect effect of changes to market values of funds under management. Due to the nature of the asset management operations there is limited direct sensitivity to movements in interest rates. Total debt securities held at 31 December 2015 by asset management operations were £2,204 million (2014: £2,293 million), the majority of which are held by the Prudential Capital’s operation. Debt securities held by Prudential Capital 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 shareholders’ equity. The Group’s asset management operations do not hold significant investments in property or equities. b Other operations The Group holds certain derivatives that are used to manage foreign currency movements and macroeconomic exposures. The fair value of these derivatives is sensitive to the combined effect of movements in exchange rates, interest rates and inflation rates. The possible permutations cover a wide range of scenarios. For indicative purposes, a reasonably possible range of fair value movements could be plus or minus £150 million. 253 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC8: Tax assets and liabilities C8.1 Deferred tax The statement of financial position contains the following deferred tax assets and liabilities in relation to: Unrealised losses or gains on investments Balances relating to investment and insurance contracts Short-term temporary differences Capital allowances Unused deferred tax losses Total Deferred tax assets Deferred tax liabilities 2015 £m 2014 £m 2015 £m 2014 £m 21 1 2,752 10 35 2,819 83 4 2,607 9 62 2,765 (1,036) (543) (2,400) (31) (4,010) (1,697) (499) (2,065) (30) – (4,291) The deferred tax asset at 31 December 2015 and 2014 arises in the following parts of the Group: Asia insurance operations US insurance operations UK insurance operations SAIF PAC with-profits fund (including non-profit annuity business) Other Other operations Total 2015 £m 2014 £m 66 2,448 1 83 48 173 84 2,343 – 71 61 206 2,819 2,765 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 taxation regimes applicable across the Group often apply 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 2015 results and financial position at 31 December 2015 the possible tax benefit of approximately £98 million (2014: £110 million), which may arise from capital losses valued at approximately £0.5 billion (2014: £0.5 billion), is sufficiently uncertain that it has not been recognised. In addition, a potential deferred tax asset of £52 million (2014: £47 million), which may arise from trading tax losses and other potential temporary differences totalling £0.3 billion (2014: £0.2 billion) is sufficiently uncertain that it has not been recognised. Of these, losses of £36 million will expire within the next seven years. Of the remaining losses, £1 million will expire within 20 years and the rest have no expiry date. The table that follows provides a breakdown of the recognised deferred tax assets set out in the table above for both the short-term temporary differences and unused tax losses split by business unit. The table also shows the period of estimated recoverability for each respective business unit. For these and each category of deferred tax asset recognised their recoverability against forecast taxable profits is not significantly impacted by any current proposed changes to future accounting standards. Asia insurance operations US insurance operations UK insurance operations Other operations Total Short-term temporary differences Unused tax losses Expected period of recoverability 2015 £m Expected period of recoverability 2015 £m 34 1 to 3 years 2,433 With run-off of in-force book 128 1 to 10 years 157 1 to 10 years 30 3 to 5 years – – – – 5 1 to 3 years 2,752 35 Under IAS 12, ‘Income Taxes’, deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on the tax rates (and laws) that have been enacted or are substantively enacted at the end of the reporting period. The reduction in the UK corporation tax rate to 19 per cent from 1 April 2017 and a further reduction to 18 per cent from 1 April 2020 was substantively enacted on 26 October 2015 which has had the effect of reducing the UK with-profits and shareholder-backed business element of the deferred tax balances as at 31 December 2015 by £17 million and the effects of these changes are reflected in the financial statements for the year ended 31 December 2015. 254 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC8.2 Current tax Of the £477 million (2014: £117 million) current tax recoverable, the majority is expected to be recovered in one year or less. The current tax liability decreased to £325 million (2014: £617 million) reflecting accelerated tax payments in the US insurance operations during the year. C9: Defined benefit pension schemes a Background and summary economic and IAS 19 financial positions The Group’s businesses 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 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). PSPS accounts for 84 per cent (2014: 84 per cent) of the underlying scheme liabilities of the Group’s defined benefit schemes. The Group also operates two smaller UK defined benefit schemes in respect of Scottish Amicable (SASPS) and M&G (M&GGPS). In addition, there are two small defined benefit schemes in Taiwan which have negligible deficits. Under the IAS 19 ‘Employee Benefits’ valuation basis, the Group applies the principles of IFRIC 14, ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’, whereby a surplus is only recognised to the extent that the Company is able to access the surplus either through an unconditional right of refund to the surplus or through reduced future contributions relating to ongoing service, which have been substantively enacted or contractually agreed. Further, the IFRS financial position recorded, reflects the higher of any underlying IAS 19 deficit and any obligation for committed deficit funding where applicable. The Group asset/liability in respect of defined benefit pension schemes is as follows: 2015 £m 2014 £m PSPS note (i) SASPS note (ii) M&GGPS Other schemes Total PSPS note (i) SASPS note (ii) M&GGPS Other schemes Total Underlying economic surplus (deficit) Less: unrecognised surplus note (i) 969 (800) (82) – 75 – 75 – 75 (1) – 961 (800) 840 (710) (144) – (1) 161 130 (144) – (1) 85 76 91 39 (72) (72) 60 – 60 – 60 (1) – 755 (710) (1) – (1) 45 19 26 169 118 51 (82) (33) (49) – – (77) – (77) – – (132) – (132) 169 (82) (2) (1) 84 130 (144) (72) (1) (87) Notes (i) (ii) For PSPS, the Group does not have an unconditional right of refund to any surplus of the scheme. The PSPS pension asset represents the present value of the economic benefit (impact) of the Company from the difference between future ongoing contributions to the scheme and estimated accrued cost of service. No deficit or other funding is required for PSPS. Deficit funding, where applicable, is apportioned in the ratio of 70/30 between the PAC with-profits fund and shareholder-backed operations following detailed considerations 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 deficit of SASPS has been allocated 40 per cent to the PAC with-profits fund and 60 per cent to the shareholders’ fund as at 31 December 2015 (2014: approximately 50/50). (iii) The underlying position on an economic basis reflects the assets (including investments in Prudential insurance policies that are offset against liabilities to policyholders on the Group consolidation) and the liabilities of the schemes. (iv) At 31 December 2015, the PSPS pension asset of £169 million (2014: £130 million) and the other schemes’ pension liabilities of £85 million (2014: £217 million) are included within ‘Other debtors’ and ‘Provisions’ respectively on the consolidated statement of financial position. 255 Economic surplus (deficit) (including investment in Prudential insurance policies) Attributable to: PAC with-profits fund Shareholder-backed operations Consolidation adjustment against policyholder liabilities for investment in Prudential insurance policies note (iii) IAS 19 pension asset (liability) on the Group statement of financial position note (iv) 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC9: Defined benefit pension schemes continued a Background and summary economic and IAS 19 financial positions continued Triennial actuarial valuations The last completed actuarial valuation of PSPS was as at 5 April 2014 by CG Singer, Fellow of the Institute of Actuaries, of Towers Watson Limited. This valuation was finalised in the first half of 2015 and demonstrated the scheme to be 107 per cent funded by reference to the Scheme Solvency Target that forms the basis of the scheme’s funding objective. The contributions into the scheme are payable at the minimum level required under the scheme rules. Excluding expenses, the contributions are payable at approximately £6 million per annum for ongoing service of active members of the scheme. No deficit or other funding is required. Deficit funding for PSPS, when applicable, is apportioned in the ratio of 70/30 between the PAC with-profits fund and shareholder-backed operations based on the sourcing of previous contributions. Employer contributions for ongoing service of current employees are apportioned in the ratio relevant to current activity. The last completed actuarial valuation of SASPS was as at 31 March 2014 by Jonathan Seed, Fellow of the Institute of Actuaries, of Xafinity Consulting Limited. This valuation was finalised in the first half of 2015 and demonstrated the scheme to be 78 per cent funded. It has been agreed with the Trustees that the level of deficit funding be increased from the previous level of £13.1 million per annum to £21.0 million per annum from 1 January 2015 until 31 March 2024, or earlier if the scheme’s funding level reaches 100 per cent before this date, to eliminate the actuarial deficit. The deficit funding will be reviewed every three years at subsequent valuations. The last completed actuarial valuation of M&GGPS was as at 31 December 2014 by Paul Belok, Fellow of the Institute of Actuaries, of AON Hewitt Limited. This valuation was finalised in the second half of 2015 and demonstrated the scheme to be 98.6 per cent funded. It has been agreed with the Trustees that no deficit funding is required from 1 January 2016. Deficit funding of £9.3 million was paid in 2015 (2014: £18.6 million). Defined benefit pension schemes in the UK are generally required to be subject to full actuarial valuations 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. For PSPS, the market value of the scheme assets as at the 5 April 2014 valuation was £6,165 million. The actuarial assumptions used in determining benefit obligations and the net periodic benefit costs for the purposes of the 2014 valuation were as follows. Rate of increase in salaries Rate of inflation: Retail Prices Index (RPI) Consumer Prices Index (CPI) Rate of increase of pensions in payment for inflation: Guaranteed (maximum 5%) Guaranteed (maximum 2.5%) Discretionary Expected returns on plan assets Mortality assumptions: The tables used for PSPS pensions in payment at 5 April 2014 were: % Nil 3.5 2.8 2.8 2.5 Nil 3.3 Base post-retirement mortality For current male (female) pensioners 113% (108%) of the mortality rates of the 2000 series mortality tables (PNMA00/PNFA00), published by the Continuous Mortality Investigation Bureau (CMI). For male (female) non-pensioners 107% (92%) of the 2000 series rates (PNMA00/PNFA00). Allowance for future improvements to post-retirement mortality For males (females) up to 2009 100% (75%) of Medium Cohort subject to a minimum rate of improvement of 2.00% pa (1.25% pa) up to age 90, decreasing linearly to zero by age 120. From 2010 onwards, in line with the CMI’s 2009 projection model with a long-term rate of 1.75% pa (1.50% pa), and minor scheme-specific calibrations. Risks to which the defined benefit schemes expose the Group Responsibility of making good of any deficit that may arise in the schemes lies with the employers of the schemes, which are subsidiaries of the Group. Accordingly, the pension schemes expose the Group to a number of risks, the most significant of which are interest rate and investment risk, inflation risk and mortality risk. 256 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedCorporate governance The Group’s UK pension schemes are regulated by ‘The Pension Regulator’ in accordance with the Pension Act 1995. Trustees have been appointed for each pension scheme and they have the ultimate responsibility to ensure that the scheme is managed in accordance with the Trust Deed & Rules. All three of the Group’s UK defined benefit pension schemes (the PSPS, SASPS and M&GGPS) are final salary schemes, which are closed to new entrants. 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. The Trustee consults the Principal Employer, the Prudential Assurance Company, on the investment principles, but the ultimate responsibility for the investment of the assets of the scheme lies with the Trustee. The Trustee of each of the schemes manages the investment strategy of the scheme to achieve an acceptable balance between investing in the assets that most closely match the expected benefit payments and assets that are expected to achieve a greater return in the hope of reducing the contributions required or providing additional benefits to members. The PSPS scheme 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 other assets with an interest and inflation swap overlay. As at 31 December 2015, the nominal value of the interest and inflation-linked swaps amounted to £0.7 billion (2014: £0.8 billion) and £3.4 billion (2014: £3.0 billion) respectively. The SASPS and M&GGPS use very limited or no derivatives to manage their risks. b Assumptions The actuarial assumptions used in determining benefit obligations and the net periodic benefit costs for the years ended 31 December were as follows: Discount rate* Rate of increase in salaries Rate of inflation† Retail prices index (RPI) Consumer prices index (CPI) Rate of increase of pensions in payment for inflation: PSPS: Guaranteed (maximum 5%) Guaranteed (maximum 2.5%) Discretionary Other schemes 2015 % 2014 % 3.8 3.0 3.0 2.0 2.5 2.5 2.5 3.0 3.5 3.0 3.0 2.0 2.5 2.5 2.5 3.0 * The discount rate has been determined by reference to an ‘AA’ corporate bond index, adjusted where applicable, to allow for the difference in duration between the index and the pension liabilities. † The rate of inflation reflects the long-term assumption for the UK RPI or CPI depending on the tranche of the schemes. The calculations are based on current mortality estimates with an allowance made for future improvements in mortality. The allowance made is in line with a custom calibration and was updated in 2014 to reflect the 2012 mortality model from the Continuous Mortality Investigation Bureau of the Institute and Faculty of Actuaries (CMI). For the PSPS immediate annuities in payment, in 2015 and 2014, a long-term improvement rate of 1.75 per cent per annum and 1.25 per cent per annum were applied for males and females, respectively. c Estimated pension scheme surpluses and deficits This section illustrates the financial position of the Group’s defined benefit pension schemes on an economic basis and the IAS 19 basis. The underlying pension position on an economic basis reflects the assets (including investments in Prudential policies that are offset against liabilities to policyholders on the Group consolidation) and the liabilities of the schemes. The IAS 19 basis excludes the investments in Prudential policies. At 31 December 2015, the investments in Prudential insurance policies comprise £125 million (2014: £131 million) for PSPS and £77 million (2014: £132 million) for the M&GGPS. In principle, on consolidation the investments are eliminated against policyholder liabilities of UK insurance operations, so that the formal IAS 19 position for the scheme in isolation excludes these items. This treatment applies to the M&GGPS investments. However, as a substantial portion of the Company’s interest in the underlying surplus of PSPS is not recognised, the adjustment is not necessary for the PSPS investments. 257 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC9: Defined benefit pension schemes continued c Estimated pension scheme surpluses and deficits continued Movements on the pension scheme deficit determined on the economic basis are as follows, with the effect of the application of IFRIC 14 being shown separately: All schemes Underlying position (without the effect of IFRIC 14) Surplus Less: amount attributable to PAC with-profits fund Shareholders’ share: Gross of tax surplus (deficit) Related tax Net of shareholders’ tax Application of IFRIC 14 for the derecognition of PSPS surplus Derecognition of surplus Less: amount attributable to PAC with-profits fund Shareholders’ share: Gross of tax deficit Related tax Net of shareholders’ tax With the effect of IFRIC 14 Surplus Less: amount attributable to PAC with-profits fund Shareholders’ share: Gross of tax surplus (deficit) Related tax Net of shareholders’ tax 2015 £m (Charge) credit to income statement or other comprehensive income Actuarial gains and losses in other comprehensive income Surplus (deficit) in schemes at 1 Jan 2015 Contributions paid Surplus (deficit) in schemes at 31 Dec 2015 755 (525) 230 (46) 184 (710) 506 (204) 41 (163) 45 (19) 26 (5) 21 36 (38) (2) – (2) (26) 18 (8) 1 (7) 10 (20) (10) 2 (8) 115 (78) 37 (7) 30 (64) 49 (15) 3 (12) 51 (29) 22 (4) 18 55 (17) 38 (7) 31 – – – – – 55 (17) 38 (7) 31 961 (658) 303 (60) 243 (800) 573 (227) 45 (182) 161 (85) 76 (14) 62 Underlying investments of the schemes On the ‘economic basis’, after including the underlying assets represented by the investments in Prudential insurance policies as scheme assets, the plans’ assets at 31 December comprise the following investments: Equities UK Overseas Bonds Government Corporate Asset-backed securities Derivatives Properties Other assets Total value of assets† 2015 Other schemes £m 70 329 427 145 21 (5) 62 42 1,091 Total £m 196 480 5,222 1,115 156 178 132 340 7,819 PSPS £m 126 151 4,795 970 135 183 70 298 6,728 2014 Other schemes £m 86 317 440 117 26 (13) 57 40 1,070 Total £m 212 460 5,518 1,048 223 146 150 310 8,067 PSPS £m 126 143 5,078 931 197 159 93 270 6,997 % 3 6 67 14 2 2 2 4 100 % 2 6 68 13 3 2 2 4 100 * 93 per cent of the bonds are investment grade (2014: 94 per cent). † 98 per cent of the total value of the scheme assets are derived from quoted prices in an active market. None of the scheme assets included shares in Prudential plc or property occupied by the Prudential Group. The IAS 19 basis plan assets at 31 December 2015 of £7,617 million (2014: £7,804 million) is different from the economic basis plan assets of £7,819 million (2014: £8,067 million) as shown above due to the exclusion of investment in Prudential insurance policies, which are eliminated on consolidation of £202 million (2014: £263 million) comprising £125 million for PSPS (2014: £131 million) and £77 million for the M&G scheme (2014: £132 million). 258 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedThe movements in the IAS 19 pension schemes’ surplus and deficit between scheme assets and liabilities as consolidated in the financial statements were: Attributable to policyholders and shareholders Net surplus (deficit) (without the effect of IFRIC 14) Effect of IFRIC 14 for derecognition of PSPS surplus Economic basis net surplus (deficit) Present value of benefit obligations note (i) Other adjustments including for investments in Prudential insurance policies note (ii) IAS 19 basis net surplus (deficit) 2015 £m Net deficit, beginning of year Current service cost Past service cost Net interest on net defined benefit liability (asset) Administration expenses Benefit payments Employers’ contributions note (iii) Employees’ contributions Actuarial gains and losses note (iv) Settlements or curtailments Transfer out of investment in Prudential insurance policies Plan assets 8,067 278 (5) (301) 56 2 (278) – – (7,312) (36) 48 (250) 301 (2) 393 – – Net surplus (deficit), end of year 7,819 (6,858) 2014 £m Net deficit, beginning of year Current service cost Past service cost Net interest on net defined benefit liability (asset) Administration expenses Benefit payments Employers’ contributions note (iii) Employees’ contributions Actuarial gains and losses note (iv) Settlements or curtailments Transfer into investment in Prudential insurance policies Net surplus (deficit), end of year 6,944 301 (6) (266) 55 2 1,037 – – 8,067 (6,298) (30) (4) (272) – 266 – (2) (975) 3 – (7,312) 755 (36) 48 28 (5) – 56 – 115 – – 961 646 (30) (4) 29 (6) – 55 – 62 3 – 755 (710) (26) (64) – – (800) (602) (26) (82) – – (710) 45 (36) 48 2 (5) – 56 – 51 – – 161 44 (30) (4) 3 (6) – 55 – (20) 3 – 45 (132) (5) 6 – 54 (77) (114) (5) (4) – (9) (132) (87) (36) 48 (3) (5) – 56 – 57 – 54 84 (70) (30) (4) (2) (6) – 55 – (24) 3 (9) (87) 259 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc C9: Defined benefit pension schemes continued c Estimated pension scheme surpluses and deficits continued Notes (i) Maturity profile of the benefit obligations The weighted average duration of the benefit obligations of the schemes is 18.2 years (2014: 18.4 years). The following table provides an expected maturity analysis of the benefit obligations as at 31 December: All schemes £m 2015 2014 1 year or less 240 237 After 1 year to 5 years 1,045 1,012 After 5 years to 10 years After 10 years to 15 years After 15 years to 20 years 1,554 1,538 1,688 1,704 1,711 1,736 Over 20 years 8,791 9,256 Total 15,029 15,483 (ii) The adjustments for investments in Prudential insurance policies are consolidation adjustments for intragroup assets and liabilities with no impact to operating results. (iii) Total employer contributions expected to be paid into the Group defined benefit schemes for the year ending 31 December 2016 amounts to £45 million (2015: £45 million). (iv) The actuarial gains and losses attributable to policyholders and shareholders as shown in the table above are analysed as follows: Actuarial and other gains and losses Return on the scheme assets less amount included in interest income Losses on changes in demographic assumptions Gains (losses) on changes in financial assumptions Experience gains (losses) on scheme liabilities Effect of derecognition of PSPS surplus Consolidation adjustment for investments in Prudential insurance policies and other adjustments 2015 £m 2014 £m (278) (3) 371 25 115 (64) 6 57 1,037 (9) (939) (27) 62 (82) (4) (24) d Sensitivity of the pension scheme liabilities to key variables The sensitivity information below is based on the core scheme liabilities and assumptions at the balance sheet date. The sensitivity is calculated based on a change in one assumption with all other assumptions being held constant. As such, interdependencies between the assumptions are excluded. The sensitivity of the underlying pension scheme liabilities as shown above does not directly equate to the impact on the profit or loss attributable to shareholders or shareholders’ equity due to the effect of the application of IFRIC 14 on PSPS and the allocation of a share of the interest in financial position of the PSPS and SASPS to the PAC with-profits fund as described above. Assumption applied Discount rate 2015 3.8% 2014 Sensitivity change in assumption Impact of sensitivity on scheme liabilities on IAS 19 basis 2015 2014 3.5% Decrease by 0.2% Increase in scheme liabilities by: PSPS Other schemes Discount rate 3.8% 3.5% Increase by 0.2% Decrease in scheme liabilities by: Rate of inflation 3.0% 2.0% 3.0% RPI: Decrease by 0.2% 2.0% CPI: Decrease by 0.2% Mortality rate with consequent reduction in salary increases Increase life expectancy by 1 year PSPS Other schemes Decrease in scheme liabilities by: PSPS Other schemes Increase in scheme liabilities by: PSPS Other schemes 260 3.3% 5.0% 3.1% 4.6% 0.5% 4.0% 3.2% 2.8% 3.4% 5.2% 3.2% 4.9% 0.6% 4.2% 3.3% 3.0% Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continued C10: Share capital, share premium and own shares 2015 2014 Number of ordinary shares Issued shares of 5p each fully paid At 1 January Shares issued under share-based schemes 2,567,779,950 4,675,008 At 31 December 2,572,454,958 Share capital £m 128 – 128 Share premium £m Number of ordinary shares 1,908 2,560,381,736 7,398,214 7 1,915 2,567,779,950 Share capital £m 128 – 128 Share premium £m 1,895 13 1,908 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 2015, there were options outstanding under save as you earn schemes to subscribe for shares as follows: 31 December 2015 31 December 2014 Number of shares to subscribe for 8,795,617 8,624,491 Share price range from 288p 288p to Exercisable by year 1,155p 1,155p 2021 2020 Transactions by Prudential plc and its subsidiaries in Prudential plc shares The Group buys and sells Prudential plc shares (‘own shares’) either in relation to its employee share schemes or via transactions undertaken by authorised investment funds that the Group is deemed to control. The cost of own shares of £219 million as at 31 December 2015 (2014: £195 million) is deducted from retained earnings. The Company has established trusts to facilitate the delivery of shares under employee incentive plans. At 31 December 2015, 10.5 million (2014: 10.3 million) Prudential plc shares with a market value of £161 million (2014: £153 million) were held in such trusts all of which are for employee incentive plans. The maximum number of shares held during 2015 was 10.5 million which was in December 2015. The Company purchased the following number of shares in respect of employee incentive plans. The shares purchased each month are as follows: January February March April May June July August September October November December Total 2015 Share Price 2014 Share Price Number of shares 52,474 49,423 4,660,458 52,371 145,542 160,078 55,208 57,653 154,461 58,087 56,948 61,441 5,564,144 Low £ 14.83 16.01 16.44 16.78 16.07 15.65 15.04 15.07 13.57 15.14 15.01 15.00 High £ Cost £ 15.11 786,584 795,683 16.14 17.01 78,940,633 17.24 892,795 2,357,705 16.61 2,563,060 16.20 868,713 15.99 15.17 868,091 2,149,244 14.31 879,999 15.22 866,033 15.61 923,600 15.08 Number of shares 13,740 16,841 4,623,303 149,199 1,361,688 11,290 10,745 11,321 355,268 51,199 51,314 1,223,290 92,892,140 7,879,198 Low £ 13.56 12.77 12.82 13.12 13.90 13.80 13.83 13.22 14.18 13.75 14.36 14.41 High £ 13.56 12.77 13.59 13.48 14.13 13.80 13.83 13.22 14.41 13.84 14.47 15.47 Cost £ 186,314 215,060 60,161,823 2,006,955 19,184,679 155,802 148,550 149,607 5,074,731 704,601 737,173 17,983,248 106,708,543 The Group has consolidated a number of authorised investment funds where it is deemed to control these funds under IFRS. Some of these funds hold shares in Prudential plc. The total number of shares held by these funds at 31 December 2015 was 6.1 million (2014: 7.5 million) and the cost of acquiring these shares of £54 million (2014: £67 million) is included in the cost of own shares. The market value of these shares as at 31 December 2015 was £94 million (2014: £112 million). During 2015, these funds made net disposals of 1,402,697 Prudential shares (2014: net additions of 405,940) for a net decrease of £13 million to book cost (2014: net increase of £7 million). All share transactions were made on an exchange other than the Stock Exchange of Hong Kong. Other than set out above the Group did not purchase, sell or redeem any Prudential plc listed securities during 2015 or 2014. 261 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC11: Capital position statement This statement sets out the estimated capital position of the Group’s subsidiaries, by life assurance and asset management operations by reference to the local regulations as at 31 December 2015. C11.1 Life assurance business a Summary statement The Group’s estimated capital position for its life assurance subsidiaries as at 31 December 2015 with reconciliations to shareholders’ equity is shown below. The available capital for the Group’s life assurance operations is determined by reference to local regulations, to meet risk and regulatory requirements. For the UK life assurance operations, the estimated capital position as shown below is by reference to the requirements under the Solvency I basis. 2015 £m 2014 £m UK life assurance SAIF PAC WPSF Other UK life assurance subsidiaries and funds note (i) Asia life assurance subsidiaries Jackson Total life assurance operations note (b) Total life assurance operations – – – – – – – – – – – – 4,416 4,154 3,956 12,526 11,400 10,543 (2,346) – – – – 2,553 13,096 12,450 – (2,346) (2,503) (3) – – (127) (113) (254) 7,700 (81) – (6,148) 169 (1,301) – (7,533) 169 (6,450) 160 – – 4,927 – – – 4,927 3,710 (127) (47) – (574) (655) – 364 (688) – (31) 1,221 (113) (495) 7,578 (251) (8) 7,061 7,700 3,761 3,466 5,177 20,104 18,461 Group IFRS shareholders’ equity Adjustments to regulatory basis Unallocated surplus of with-profits funds Shareholders’ share of realistic liabilities Deferred acquisition costs, distribution rights and goodwill of non-participating business not recognised for regulatory reporting Jackson surplus notes note (ii) Investment and policyholder liabilities valuation differences between IFRS and regulatory basis for Jackson note (iv) Pension liability difference between IAS 19 and regulatory basis Valuation difference on non-profit annuity liabilities within WPSF between IFRS basis and regulatory basis Other adjustments note (iii) Total adjustments Total available capital resources of life assurance businesses on local regulatory bases Notes (i) (ii) (iii) Other adjustments to shareholders’ equity and unallocated surplus include amounts for the value of non-participating business for UK regulated with-profits Excluding PAC shareholders’ equity that is included in ‘parent company and shareholders’ equity of other subsidiaries and funds’. (See note (b) below). For regulatory purposes the Jackson surplus notes are accounted for as capital. 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. (iv) 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 due to the valuation difference on annuity reserves. 262 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedb Reconciliation to the Group total shareholders’ equity The table below reconciles shareholders’ equity held in life assurance operations as shown in the table in note (a) to the Group total shareholders’ equity as at 31 December 2015: Group shareholders’ equity Total life assurance operations Parent company and shareholders’ equity of other subsidiaries note (i) Total Group shareholders’ equity 2015 £m 12,526 429 12,955 Note (i) Including PAC shareholders’ equity. The £429 million (2014: £411 million) includes the core structural borrowings and the elimination of the investment in subsidiaries at the parent company. c 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 Asia insurance operations The available capital shown above of £5,177 million (2014: £4,823 million) represents the excess of local regulatory basis assets over liabilities before deduction of required capital of £1,622 million (2014: £1,514 million). The businesses in Asia are subject to local capital requirements in the jurisdictions in which they operate. For material Asia operations, the details of the basis of determining regulatory capital and regulatory capital requirements are as follows: Hong Kong For non-participating business, mathematical reserves are generally calculated using a modified net premium approach with no allowance for future discontinuance. The underlying assumptions are based on a best estimate basis with prudent margins for adverse deviations. Cash flows are discounted at a valuation interest rate based on a blend between the risk-adjusted portfolio yield and reinvestment rate. For participating business, mathematical reserves are based on the guaranteed benefits only and use a modified net premium approach with no allowance for future discontinuances. Similar to above, the underlying assumptions are based on a best estimate basis with prudent margins for adverse deviations with the valuation interest rate being a blend of the risk-adjusted portfolio yield and the reinvestment rate. For linked business, the value of units is held together with the non-unit reserves calculated in accordance with the standard actuarial methodology and prevailing regulations. The capital requirement for solvency margin calculation varies by underlying risk and duration of liabilities but is generally determined as 4 per cent of mathematical reserves plus 0.3 per cent of the capital at risk. Indonesia Solvency capital is determined using a risk-based capital approach. Insurance companies in Indonesia are expected to maintain the level of net assets above 120 per cent of solvency capital. Policy reserves for traditional business are determined on a gross premium reserve basis using prudent best estimate assumptions. For linked business, the value of the units are maintained with a non-unit reserve which is calculated in accordance with standard actuarial methodology. Korea A risk-based capital framework applies in Korea. Policy reserves for traditional business are determined on a net premium reserve basis using standard mortality and prescribed standard interest rates. For linked business, the value of the units are held together with the non-unit reserves and calculated in accordance with the local regulator’s standard actuarial methodology. Under the risk-based capital solvency requirement, the ratio of an insurer’s available capital to required capital is calculated and the analysis of equity capital used to determine capital adequacy must take into account market, credit, operational, insurance and interest rate risks. The scheme requires the ratio be calculated based on integrated financial statements reflecting assets, liabilities and capital of affiliates and subsidiaries. 263 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC11: Capital position statement continued C11.1 Life assurance business continued Malaysia A risk-based capital framework applies in Malaysia. For participating business, a gross premium reserve on the guaranteed and non-guaranteed benefits determined using best estimate assumptions is held. The amount held is subject to a minimum of a gross premium reserve on the guaranteed benefits, determined using best estimate assumptions along with provisions of risk margin for adverse deviations discounted at the risk-free rate. For non-participating business, gross premium reserves are determined using best estimate assumptions along with provisions for risk margin for adverse deviations. For linked business, the value of units is held together with a non-unit reserve calculated in accordance with standard actuarial methodology. Participating fund surplus is not allowed to be used to support a deficit (if any) and the capital requirement of the non-participating business. The capital requirement is calculated based on a prescribed series of risk charges. The local regulator has set a Supervisory Target Capital Level of 130 per cent below which supervisory actions of increasing intensity will be taken. Each insurer is also required to set its own Individual Target Capital Level to reflect its own risk profile and this is expected to be higher than the Supervisory Target Capital Level. Singapore A risk-based capital framework applies in Singapore. 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 includes 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. A registered insurer incorporated in Singapore is required at all times to maintain a minimum level of paid-up ordinary share capital and to ensure that its financial resources are not less than the greater of (i) the total risk requirement arising from the assets and liabilities of the insurer calculated in accordance with the Singapore Insurance Act; or (ii) a minimum amount of 5 million Singapore Dollars. The regulator also has the authority to direct that the insurer satisfy additional capital adequacy requirements in addition to those set forth under the Singapore Insurance Act if it considers such additional requirements appropriate. Thailand A risk-based capital framework applies in Thailand. For non-participating business, the gross premium reserves are determined using best estimate assumptions along with provisions of risk margin for adverse deviations discounted at the risk-free rate. The risk-free rate is derived from the greater of the current yield curve of Thai government bonds and the weighted-average yield curve of the current and prior seven quarters of Thai government bonds, as with a greater weighting on the current quarter. Capital adequacy is measured based on the Capital Adequacy Ratio (‘CAR’), which is determined as the Total Capital Available divided by the Total Capital Required. Life insurers are required by law to maintain capital funds which are not less than the greater of (i) the sum of capital for all risks and asset as prescribed in the regulation and (ii) a minimum amount of 50 million Thai Baht. Insurers are required by law to maintain capital greater than the prescribed minimum CAR of not less than 100 per cent. However, in case the insurer has a CAR of less than 140 per cent, the regulator may intervene to oversee the insurer’s financial status. Vietnam For traditional business, mathematical reserves are calculated using a modified net premium approach, set using assumptions agreed with the regulator. For linked business, the value of units is held together with the non-unit reserves calculated in accordance with the local regulator’s standard actuarial methodology. The capital requirement is determined as 4 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 300 billion is also required for companies transacting pension business. 264 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedii US insurance operations 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 using a formula-based capital standard which includes components calculated by applying factors to various asset, premium and reserve items and a separate model-based component for market risk associated primarily with variable annuity products. The Risk-Based Capital formula takes into account the risk characteristics of a company, including asset risk, insurance risk, interest rate risk, market risk and business risk. The available capital of Jackson shown above of £3,466 million (2014: £3,141 million) reflects US regulatory basis available capital as adjusted to exclude asset valuation reserves. The asset valuation reserve, which is reflected as available capital, 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 ratably in the future. Jackson’s Risk-Based Capital ratio is significantly in excess of regulatory requirements. At 31 December 2015, Jackson had a permitted practice in effect as granted by the local regulator allowing Jackson to carry certain 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 is required to demonstrate the effectiveness of its interest rate swap programme pursuant to the Michigan Insurance Code. The total effect of this permitted practice, net of tax, was to decrease statutory surplus by £241 million at 31 December 2015. Michigan insurance law specifically allows value of business acquired as an admitted asset as long as certain criteria are met. US NAIC standards limit the admitted amount of goodwill/value of business acquired generally to 10 per cent of capital and surplus. At 31 December 2015, Jackson reported £222 million of statutory basis value of business acquired as a result of the REALIC acquisition, which is fully admissible under Michigan insurance law. iii UK insurance operations In the UK, up to 31 December 2015, insurers, regulated by PRA, had to hold capital resources equal at least to the Minimum Capital Requirement (MCR) under the Solvency I basis. In addition the rules required insurers to perform Individual Capital Assessments. Under these rules insurers assessed for themselves the amount of capital needed to back their business. If the PRA viewed the results of this assessment as insufficient, it might draw up its own Individual Capital Guidance for a firm, which could be superimposed as a requirement. These requirements were replaced by the Solvency II regime on 1 January 2016 which is discussed further in the Strategic Report. PAC with-profits sub-fund and Scottish Amicable Insurance Fund (under Solvency I basis) Under PRA Solvency I 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-profits 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. Available capital of the with-profits sub-fund and Scottish Amicable Insurance Fund of £7.7 billion (2014: £7.2 billion) as shown in the table in section (a) above represents the excess of assets over liabilities on the PRA 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 as set on the PRA basis which is estimated to be £1.0 billion at 31 December 2015 (2014: £1.0 billion). Other UK life assurance subsidiaries and funds The available capital of £3,761 million (2014: £3,297 million) under the Solvency I basis as shown in the table in section (a) above reflects the excess of regulatory basis assets over liabilities of the subsidiaries and funds, before deduction of the capital resources requirement of £1,555 million (2014: £1,552 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. Death strains represent the payments made to policyholders upon death in excess of amounts explicitly allocated to fund the provisions for policyholder’s claims and maturities. iv Group capital requirements In addition to the requirements at individual company level, PRA requirements apply additional prudential requirements for the Group as a whole. Up until 31 December 2015 these requirements were under the IGD. Solvency II, which came into force on 1 January 2016, replaces the IGD capital requirements. Discussion of the Group’s estimated IGD and Solvency II positions at 31 December 2015 is provided in the Strategic Report. 265 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC11: Capital position statement continued C11.1 Life assurance business continued d Transferability of available capital Up until 31 December 2015, under Solvency I basis 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. Any excess of assets over liabilities of the PAC with-profits fund is retained within that fund. 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. The concept of long-term fund as described above was abolished under the Solvency II regime, which came into effect on 1 January 2016. The PAC with-profits funds will still be treated as ring-fenced structures under the new regime. Therefore the consideration of an ‘established surplus’ that needs to be formally transferred no longer exists. However companies as a whole will be required to meet the new capital requirements. Further information on the Solvency II capital requirements is provided in the Strategic Report. 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 statutory net gain from operations less net realised investments losses for the prior year or 10 per cent of Jackson’s prior year-end statutory surplus, excluding any increase arising from the application of permitted practices, require prior regulatory approval. For Asia 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 businesses in Asia may, in general, remit dividends to the UK, provided the statutory insurance fund meets the local regulatory solvency targets. 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. 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. 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. In addition, reserve adequacy testing under a range of scenarios and dynamic solvency testing is carried out, including under certain scenarios mandated by the UK, US and Asian regulators. 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 is expected to change in line with the value of liabilities when interest rates change. This type of analysis helps protect profits from changing interest rates and is used in the UK for annuity business and by Jackson for its fixed interest rate and fixed index annuities and institutional 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, based 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 the Scottish Amicable Insurance Fund Should the assets of the Scottish Amicable Insurance Fund be inadequate to meet the guaranteed benefit obligations of the policyholders of the Scottish Amicable Insurance Fund, the PAC long-term fund would be liable to cover any such deficiency in the first instance. 266 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC11.2 Asset management operations – regulatory and other surplus Certain asset management subsidiaries of the Group are subject to regulatory requirements. The movement in the year of the surplus regulatory capital position of those subsidiaries, combined with the movement in the IFRS basis shareholders’ funds for unregulated asset management operations is as follows: Asset management operations 2015 £m 2014 £m M&G US Prudential Capital Eastspring Investments Total Total 164 357 31 – (150) – 402 157 16 – – – 9 182 74 (39) – – (55) 90 70 139 58 5 4 (57) – 149 534 392 36 4 (262) 99 803 572 396 (34) 1 (409) 8 534 2015 £m 2014 £m 85 519 604 217 507 724 Regulatory and other surplus Beginning of year Gains (losses) during the year Movement in capital requirement Capital injection Distributions made to the parent company Exchange and other movements End of year C12: Provisions Provision in respect of defined benefit pension schemes C9 Other provisions (see below) Total provisions Analysis of other provisions: At 1 January Charged to income statement: Additional provisions Unused amounts released Used during the year Exchange differences Total at 31 December 2015 £m 2014 £m Legal provisions Restructuring provisions note (i) Other provisions note (ii) 9 6 (1) (3) 1 12 11 10 (1) (7) – 13 487 341 (53) (275) (6) 494 Total 507 357 (55) (285) (5) 519 Legal provisions Restructuring provisions note (i) Other provisions note (ii) 14 5 (3) (7) – 9 13 5 (3) (4) – 11 414 357 (10) (277) 3 487 Total 441 367 (16) (288) 3 507 Notes (i) Restructuring provisions primarily relate to restructuring activities of UK insurance operations. The provisions pertain to property liabilities resulting from the closure of regional sales centres and branches and staff terminations and other transformation costs to enable streamlining of operations. (ii) Other provisions comprise staff benefits provisions of £384 million (2014: £395 million), provisions for onerous contracts of £31 million (2014: £35 million) and regulatory and other provisions of £79 million (2014: £57 million). Staff benefits are generally expected to be paid out within the next three years. 267 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcC13: Property, plant and equipment Property, plant and equipment comprise Group occupied properties 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: At 1 January Cost Accumulated depreciation Net book amount Year ended 31 December Opening net book amount Exchange differences Depreciation charge Additions Arising on acquisitions of subsidiaries* Disposals and transfers Closing net book amount At 31 December Cost Accumulated depreciation Net book amount Group occupied property 2015 £m Tangible assets 390 (58) 332 332 (2) (11) 40 52 – 411 480 (69) 411 1,165 (519) 646 646 (10) (118) 216 84 (32) 786 1,387 (601) 786 Group occupied property 2014 £m Tangible assets 357 (50) 307 307 3 (9) 31 – – 332 390 (58) 332 1,060 (447) 613 613 (18) (81) 141 1 (10) 646 1,165 (519) 646 Total 1,555 (577) 978 978 (12) (129) 256 136 (32) 1,197 1,867 (670) 1,197 Total 1,417 (497) 920 920 (15) (90) 172 1 (10) 978 1,555 (577) 978 * Principally arising on an acquisition made for venture fund purposes by the PAC with-profits fund. Tangible assets Of the £786 million of tangible assets, £657 million were held by the Group’s with-profits operations, primarily by the consolidated subsidiaries for venture fund and other investment purposes of the PAC with-profits fund. Capital expenditure: property, plant and equipment by segment The capital expenditure of £216 million (2014: £141 million) arose as follows: £143 million in UK, £20 million in US and £35 million in Asia in insurance operations with the remaining balance of £18 million arising from asset management operations and unallocated corporate expenditure (2014: £82 million in UK, £16 million in US, £20 million in Asia and £23 million in other operations). 268 Prudential plc Annual Report 2015 www.prudential.co.ukC: Balance sheet notes continuedC14: 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: At 1 January Additions: Resulting from property acquisitions Resulting from expenditure capitalised Disposals Net gain from fair value adjustments Net foreign exchange differences Transfers from (to) held for sale assets At 31 December 2015 £m 12,764 2014 £m 11,477 680 77 (662) 537 21 5 669 59 (370) 914 20 (5) 13,422 12,764 The 2015 income statement includes rental income from investment properties of £769 million (2014: £729 million) and direct operating expenses including repairs and maintenance arising from these properties of £42 million (2014: £41 million). Investment properties of £5,468 million (2014: £5,263 million) are held under finance leases. A reconciliation between the total of future minimum lease payments at the statement of financial position date, and their present value is shown below. Less than 1 year 1 to 5 years Over 5 years Total 2015 £m 2014 £m Future minimum payments Future finance charges PV of future minimum payments Future minimum payments Future finance charges PV of future minimum payments 4 16 640 660 – (2) (580) (582) 4 14 60 78 5 21 936 962 – (3) (830) (833) 5 18 106 129 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. There was no contingent rent recognised as income or expense in 2015 and 2014. The Group’s policy is to let investment properties to tenants through operating leases. Minimum future rentals to be received on non-cancellable operating leases of the Group’s freehold investment properties are receivable in the following periods: Less than 1 year 1 to 5 years Over 5 years Total 2015 £m 2014 £m 309 1,091 2,595 3,995 314 1,098 2,762 4,174 The total minimum future rentals to be received on non-cancellable sub-leases for the Group’s investment properties held under finance leases at 31 December 2015 are £2,888 million (2014: £2,600 million). 269 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD: Other notes D1: Sale of Japan life business On 5 February 2015, the Group announced that it had completed the sale of its closed book life insurance business in Japan, PCA Life Insurance Company Limited to SBI Holdings, Inc. following regulatory approvals. The transaction was announced on 16 July 2013. Of the agreed US$85 million cash consideration, the Group received US$68 million on completion of the transaction, and a further payment of up to US$17 million will be received contingent upon the future performance of the Japan life business. The Japan life business had been classified as held for sale on the statement of financial position of the Group since 2013. The held for sale assets and liabilities of the Japan life business on the statement of financial position as at 31 December 2014 were as follows: Assets Investments Other assets Adjustment for remeasurement of the carrying value to fair value less costs to sell Assets held for sale Liabilities Policyholder liabilities Other liabilities Liabilities held for sale Net assets 2014 £m 898 45 943 (124) 819 717 53 770 49 Upon its classification as held for sale in 2013, the IFRS carrying value of the Japan life business was set to represent the proceeds, net of related expenses. Subsequent remeasurement of the carrying value of the Japan life business in 2014 resulted in a charge in the income statement of £(13) million in 2014. These amounts, together with the results of the business including short-term value movements on investments also included in the income statement, netted to an insignificant amount for those periods. On completion of the sale, the cumulative foreign exchange translation loss of the Japan life business of £46 million, that had arisen from 2004 (the year of the Group’s conversion to IFRS) to disposal was recycled from other comprehensive income through the profit and loss account in 2015 as required by IAS 21. This amount is included within ‘Cumulative exchange loss on the sold Japan life business recycled from other comprehensive income’ in the supplementary analysis of profit of the Group as shown in note B1.1. The adjustment has no net effect on shareholders’ equity. D2: Contingencies and related obligations The Group is involved in a number of litigation and regulatory issues. These include civil proceedings involving Jackson, 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. While the outcome of such litigation and regulatory issues cannot be predicted with certainty, the Company believes that their ultimate outcome will not have a material adverse effect on the Group’s financial condition, results of operations, or cash flows. Matters affecting shareholders’ funds Unclaimed Property Provision Jackson had previously received regulatory enquiries on an industry-wide matter regarding claims settlement practices and compliance with unclaimed property laws. During 2015, Jackson has reached agreements to settle issues related to these enquiries. At 31 December 2015, Jackson has accrued £16 million (2014: £13 million) to cover any such liability. 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 and are financed by payments assessed on solvent insurance companies based on location, volume and types of business. The estimated reserve for future guarantee fund assessments is not significant. The directors believe that the reserve is adequate for all anticipated payments for known insolvencies. At 31 December 2015, Jackson has unfunded commitments of £299 million (2014: £332 million) related to its investments in limited partnerships and £64 million (2014: £73 million) related to commercial mortgage loans and other fixed maturities. 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. The Group has provided other guarantees and commitments to third parties entered into in the normal course of business, but the Company does not consider that the amounts involved are significant. 270 Prudential plc Annual Report 2015 www.prudential.co.ukSupport for long-term business funds by shareholders’ funds As a proprietary insurance company, PAC 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 Scottish Amicable Life Assurance Society, a mutual society, was transferred to PAC with the creation of a separate sub-fund, SAIF within PAC’s long-term business fund containing 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 it is managed to ensure that all the invested assets are distributed to SAIF policyholders over the lifetime of SAIF 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 attributable to the policyholders of the fund. Shareholders have no interest in the profits of SAIF but are entitled to the asset management fees paid on this business. SAIF with-profits policies contain minimum levels of guaranteed benefit to policyholders. In addition, certain pensions products have guaranteed annuity rates at retirement (see below). Should the assets of SAIF be inadequate to meet the guaranteed benefit obligations of the policyholders of SAIF, the PAC long-term fund would be liable to cover any such deficiency in the first instance. Intra-group capital support arrangements Prudential and PAC have put in place intra-group arrangements to formalise circumstances in which capital support would be made available by Prudential (including in the scenarios referred to in respect of the pension mis-selling review as referenced below). While Prudential considers it unlikely that such support will be required, the arrangements are intended to provide additional comfort to PAC and its policyholders. In addition, Prudential has put in place intra-group arrangements to formalise undertakings by Prudential to the regulators of the Hong Kong subsidiaries, which from 1 January 2014, contain the domesticated branch business from PAC regarding their solvency levels. In addition, the scheme of transfer of the Hong Kong branch includes short-term support arrangements between Prudential and PAC to underpin similar arrangements between PAC and the newly domesticated business. It is considered unlikely that support will need to be provided under these arrangements. Matters affecting policyholders’ funds Guaranteed annuities The Group’s main exposure to guaranteed annuities in the UK is through SAIF (see above), and at 31 December 2015, a provision of £412 million was held (2014: £549 million). However, as SAIF is a separate sub-fund of the PAC long-term business fund, attributable to the policyholders, the movement in this provision has no impact on shareholders. In addition, PAC used to sell guaranteed annuity products in the UK and is therefore exposed to liabilities to honour guarantees on these products within the main with-profits fund for which, at 31 December 2015, a provision of £47 million was held (2014: £50 million). Inherited estate of the PAC long-term fund The assets of the with-profits sub-fund (WPSF) within the long-term insurance fund of 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. This inherited estate 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 certain 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 of its utilisation. Pension mis-selling review The pensions review by the UK insurance regulator of past sales of personal pension policies required all UK life insurance companies to review their cases of potential mis-selling and record a provision for the estimated costs. The Group met the requirement of the UK insurance regulator to issue offers to all cases by 30 June 2002. The pension mis-selling provision is included within the policyholder liabilities of the PAC with-profits funds. The costs associated with the pension mis-selling review have been met from the inherited estate (see above) and, accordingly 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 (see above) 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. This review was completed on 30 June 2002 with the assurance continuing 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, retail price index or salary related increases and Department of Work and Pensions rebate business). The assurance has not applied to new business since 1 January 2004. 271 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD3: Post balance sheet events Dividends The second interim and special dividends for the year ended 31 December 2015, which were approved by the Board of Directors after 31 December 2015 are described in note B7. D4: Related party transactions Transactions between the Company and its subsidiaries are eliminated on consolidation. The Company has transactions and outstanding balances with certain unit trusts, Open-Ended Investment Companies (OEICs), collateralised debt obligations and similar entities which are not consolidated and where a Group company acts as manager which are regarded as related parties for the purposes of IAS 24. The balances are included in the Group’s statement of financial position 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. In addition, there are no material transactions between the Group’s joint ventures which are accounted for on an equity method basis and other Group companies. 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. In 2015 and 2014, other transactions with directors were not deemed to be significant both by virtue of their size and in the context of the directors’ financial positions. All these transactions are on terms broadly equivalent to those that prevail in arm’s-length transactions. Apart from these transactions with directors, 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 B3.3. D5: Commitments Operating leases and capital commitments 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. Future minimum lease payments for non-cancellable operating leases fall due during the following periods: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Future minimum sub-lease rentals received for non-cancellable operating leases for land and buildings Minimum lease rental payments included in consolidated income statement 2015 £m 2014 £m 98 231 116 66 105 89 214 105 17 95 In addition, 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. The contractual obligations to purchase or develop investment properties at 31 December 2015 were £409 million (2014: £232 million). D6: Investments in subsidiary undertakings, joint ventures and associates a Dividend restrictions and minimum capital requirements Certain Group subsidiaries and joint ventures are subject to restrictions on the amount of funds they may transfer in the form of cash dividends or otherwise to the parent company. Under UK company law, UK companies can only declare dividends if they have sufficient distributable reserves. Further, UK insurance companies are required to maintain solvency margins in accordance with the rules of the Prudential Regulation Authority. The Group UK asset management company, M&G Investment Management Ltd is also required to maintain capital in accordance with regulatory requirements before making any distribution to the parent company. Jackson is subject to state laws that limit the dividends payable to its parent company based on statutory capital and surplus and prior year earnings. Dividends in excess of these limitations require prior regulatory approval. The Group’s subsidiaries and joint ventures in Asia may remit dividends to the Group, in general, provided the statutory insurance fund meets the capital adequacy standard required under local statutory regulations and has sufficient distributable reserves. The Group capital position statement for life assurance businesses is set out in note C11.1, showing the available capital reflecting the excess of regulatory basis over liabilities for each fund or group of companies determined by reference to the local regulation of the subsidiaries as at 31 December 2015. In addition, disclosure is also provided in note C11.1 of the local capital requirement of the principal funds and companies. 272 Prudential plc Annual Report 2015 www.prudential.co.ukD: Other notes continuedb Investments in joint ventures and associates Joint ventures represent arrangements where the controlling parties through contractual or other agreement have the rights to the net assets of the arrangements. The Group has shareholder-backed joint venture insurance and asset management businesses in China with CITIC Group, and in India with ICICI Bank. In addition, there is an asset management joint venture in Hong Kong with Bank of China International Holdings Limited (BOCI) and Takaful general and life insurance joint venture in Malaysia. The Group has various joint ventures relating to property investments held by the PAC with-profits fund. The results of these joint ventures are reflected in the movement in the unallocated surplus of the PAC with-profits funds and therefore do not affect shareholders’ results. For the Group’s joint ventures that are accounted for by using the equity method, the net of tax results of these operations are included in the Group’s profit before tax. The investments in these joint ventures have the same accounting year end as the Group, except for joint ventures in India. Although these entities have reporting periods ending 31 March, 12 months of financial information up to 31 December is recorded. Accordingly, the information covers the same period as that of the Group. The Group’s associates, which are also accounted for under the equity method include PPM South Africa and PruHealth (until its sale in 2014). In addition, the Group has investments in OEICs, unit trusts, funds holding collateralised debt obligations, property unit trusts and venture capital investments of the PAC with-profits funds where the Group has significant influence. As allowed under IAS 28, these investments are accounted for on a fair value through profit or loss basis. The aggregate fair value of associates accounted for at fair value through profit or loss, where there are published price quotations, is approximately £1.4 billion at 31 December 2015 (2014: £1.2 billion). The Group’s share of the profits, net of related tax, and carrying amount of interest in joint ventures and associates, which are equity accounted as shown in the consolidated income statement comprises the following: Shareholder-backed business PAC with-profits fund (prior to offsetting effect in movement in unallocated surplus) Total Joint ventures Associates 2015 £m 2014 £m 2015 £m 2014 £m 171 53 224 162 129 291 14 – 14 12 – 12 There is no other comprehensive income in the joint ventures and associates. There have been no unrecognised share of losses of a joint venture or associate that the Group has stopped recognising in the total income. The joint ventures have no significant contingent liabilities or capital commitments to which the Group is exposed nor does the Group have any significant contingent liabilities or capital commitments in relation to its interests in the joint ventures. c Related undertakings In accordance with Section 409 of the Companies Act 2006, a list of Prudential Group’s subsidiaries, joint ventures, associates and significant holdings (being holdings more than 20 per cent) along with the country of incorporation, the classes of shares held and the effective percentage of equity owned at 31 December 2015 is disclosed below. The definitions of a subsidiary undertaking, joint venture and associate in accordance with the Companies Act 2006 are different from the definition under IFRS. As a result, the related undertakings included within the following list may not be the same as the undertakings consolidated in the Group IFRS financial statements. The Group’s consolidation policy is described in note A3.1(b). Direct subsidiary undertakings of the parent company, Prudential plc (shares held directly or via nominees): Name Classes of shares held Proportion held Country of incorporation M&G Group Limited Prudential (US Holdco 1) Limited Prudential Capital Holding Company Limited Prudential Corporation Asia Limited Prudential Financial Services Limited Prudential Group Holdings Limited Prudential Property Services Limited Prudential US Limited The Prudential Assurance Company Limited Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% United Kingdom United Kingdom United Kingdom Hong Kong United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom 273 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD6: Investments in subsidiary undertakings, joint ventures and associates continued c Related undertakings continued Other subsidiaries, joint ventures, associates and significant holdings of the Group – no shares held directly by the parent company, Prudential plc or its nominees: Name Classes of shares held Proportion held Country of incorporation AGR Holdco Ltd Allied Life Brokerage Agency, Inc Bird GP 1 Limited BOCHK Aggressive Growth Fund BOCHK Balanced Growth Fund BOCHK China Equity Fund BOCHK Conservative Growth Fund BOCI – Prudential Asset Management Limited BOCI – Prudential Trustee Limited Bracknell Boulevard Management Company Limited Brooke (Holdco 1) Inc. Brooke Holdings (UK) (in liquidation) Brooke Holdings LLC Brooke Life Insurance Company BWAT Retail Nominee (1) Limited BWAT Retail Nominee (2) Limited Calera Capital Partners IV – A AIV I, L.P. Calvin F1 GP Limited Calvin F2 GP Limited Canada Property (Trustee) No 1 Limited Canada Property Holdings Limited Carraway Guildford (Nominee A) Limited Carraway Guildford (Nominee B) Limited Carraway Guildford General Partner Limited Carraway Guildford Investments Unit Trust Carraway Guildford Limited Partnership CCC Investment S.à.r.l. Centaurus Retail LLP Central Square Leeds Limited Centre Capital Non-Qualified Investors IV AIV Orion, L.P. Centre Capital Non-Qualified Investors IV AIV-ELS, L.P. Centre Capital Non-Qualified Investors IV AIV-RA, L.P. Centre Capital Non-Qualified Investors IV, L.P. Centre Capital Non-Qualified Investors V AIV-ELS LP Centre Capital Non-Qualified Investors V LP CEP IV-A Chicago AIV Limited Partnership CEP IV-A CWV AIV Limited Partnership CEP IV-A Indy AIV Limited Partnership CEP IV-A NMR AIV Limited Partnership CEP IV-A WBCT AIV Limited Partnership CF European Qualified Investor Scheme CF Japanese Qualified Investor Scheme CF North American Qualified Investor Scheme CF Prudential Pacific Markets Trust Fund CF UK Growth Qualified Investor Scheme Cimbria Holdings Limited CITIC – CP Asset Management Co. Limited CITIC – Prudential Fund Management Company Limited CITIC – Prudential Life Insurance Company Limited Creatrade Luxembourg S.à.r.l Cribbs Causeway JV Limited Cribbs Causeway Merchants Association Ltd Cribbs Mall Nominee (1) Limited Curian Capital, LLC Curian Clearing LLC (Michigan) Daisy 2015 Topco Limited 274 Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Units Limited partnership interest Ordinary shares Limited partnership interest Ordinary shares Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Membership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ownership interest Ownership interest Ownership interest Ordinary shares Ordinary shares Limited by guarantee Ordinary shares Membership interest Membership interest Ordinary shares 43.06% 100.00% 100.00% 54.69% 39.05% 64.15% 43.44% 36.00% 36.00% 29.10% 100.00% 100.00% 100.00% 100.00% 50.00% 50.00% 32.87% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 52.24% 50.00% 100.00% 76.75% 76.53% 71.43% 75.47% 73.16% 67.47% 31.92% 31.92% 31.92% 31.92% 31.91% 97.57% 97.68% 98.22% 97.42% 98.47% 41.78% 26.95% 49.00% 50.00% 52.27% 50.00% 100.00% 100.00% 100.00% 24.08% United Kingdom USA United Kingdom Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong United Kingdom USA United Kingdom USA USA United Kingdom United Kingdom USA United Kingdom United Kingdom Jersey United Kingdom Jersey Jersey United Kingdom Jersey United Kingdom Luxembourg United Kingdom United Kingdom USA USA USA USA USA USA USA USA USA USA USA United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Denmark China China China Luxembourg United Kingdom United Kingdom United Kingdom USA USA United Kingdom Prudential plc Annual Report 2015 www.prudential.co.ukD: Other notes continuedName Classes of shares held Proportion held Country of incorporation Eastspring Al-Wara Investments Berhad Eastspring Asset Management Korea Co. Ltd. Eastspring Investments – Asia Pacific Equity Fund Eastspring Investments Global Bond Navigator Fund Eastspring Investments – Pan European Fund Eastspring Investments – US High Yield Bond Fund Eastspring Investments (Hong Kong) Limited Eastspring Investments (Luxembourg) S.A. Eastspring Investments (Singapore) Limited Eastspring Investments Asean Income Private Fund A1 Eastspring Investments Asian Bond Fund Eastspring Investments Asian Dynamic Fund Eastspring Investments Asian Equity Fund Eastspring Investments Asian Equity Income Fund Eastspring Investments Asian High Yield Bond Fund Eastspring Investments Asian Infrastructure Equity Fund Eastspring Investments Asian Property Securities Fund Eastspring Investments Berhad Eastspring Investments Best Growth Securities Investments Trust 4 Eastspring Investments China Equity Fund Eastspring Investments Dragon Peacock Fund Eastspring Investments Emerging EMEA Dynamic Fund Eastspring Investments European Investments Grade Bond Fund Eastspring Investments Fund Management Limited Liability Company Eastspring Investments Global Emerging Markets Bond Fund Eastspring Investments Global Equity Navigator Fund Eastspring Investments Global Market Navigator Fund Eastspring Investments Global Technology Fund Eastspring Investments Greater China Equity Fund Eastspring Investments Hong Kong Equity Fund Eastspring Investments Incorporated Eastspring Investments India Consumer Equity Open Limited Eastspring Investments India Equity Fund Eastspring Investments India Equity Open Limited Eastspring Investments India Infrastructure Equity Open Limited Eastspring Investments Japan Fundamental Value Fund Eastspring Investments Limited Eastspring Investments Limited Eastspring Investments North America Value Fund Eastspring Investments Pan European Fund Eastspring Investments Portfolio Management Limited (in liquidation) Eastspring Investments Services Pte. Ltd. Eastspring Investments SICAV-FIS – Alternative Investments Fund Eastspring Investments SICAV-FIS – Asia Pacific Loan Fund Eastspring Investments SICAV-FIS Universal USD Bond Fund Eastspring Investments SICAV-FIS Universal USD Bond II Fund Eastspring Investments Unit Trusts – Asian Infrastructure Equity Fund Eastspring Investments Unit Trusts – Global Technology Fund Eastspring Investments US Bond Fund Eastspring Investments US Corporate Bond Fund Eastspring Investments US High Investments Grade Bond Fund Eastspring Investments US Investments Grade Bond Private Securities Investments Trust Eastspring Investments UT Dragon Peacock Fund Eastspring Investments UT Singapore ASEAN Equity Fund Eastspring Investments UT Singapore Select Bond Fund Eastspring Investments World Value Equity Fund Eastspring Investments – Cash Reserve Fund Eastspring Securities Investment Trust Company Limited Edger Investments Limited Empire Holding S.à.r.l. (in liquidation) Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ownership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares 100.00% Malaysia 100.00% Korea 75.64% Luxembourg 96.29% Luxembourg 88.40% Singapore 33.90% Luxembourg 100.00% Hong Kong 100.00% Luxembourg 100.00% Singapore 100.00% Korea 42.02% Luxembourg 96.75% Luxembourg 79.32% Luxembourg 57.18% Luxembourg 45.61% Luxembourg 62.04% Luxembourg 96.35% Luxembourg 100.00% Malaysia 83.40% Korea 39.31% Hong Kong 81.43% Luxembourg 83.31% Luxembourg 95.96% Luxembourg 100.00% Vietnam 93.40% Luxembourg 99.99% Luxembourg 47.80% Luxembourg 90.18% Luxembourg 90.24% Luxembourg 99.53% Luxembourg 100.00% USA 100.00% Mauritius 75.25% Luxembourg 100.00% Mauritius 100.00% Mauritius Luxembourg 100.00% 100.00% United Arab Emirates 100.00% Japan Luxembourg 100.00% Luxembourg 76.55% Mauritius 100.00% 100.00% 100.00% 94.36% 100.00% 100.00% 93.50% 96.80% 49.30% 86.39% 84.60% 37.12% 96.63% 99.93% 94.67% 83.06% 95.08% 99.54% 100.00% 100.00% Singapore Luxembourg Luxembourg Luxembourg Luxembourg Singapore Singapore Luxembourg Luxembourg Luxembourg Korea Singapore Singapore Singapore Luxembourg Indonesia Taiwan United Kingdom Luxembourg 275 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD6: Investments in subsidiary undertakings, joint ventures and associates continued c Related undertakings continued Name Classes of shares held Proportion held Country of incorporation Euro Salas Properties Limited Falan GP Limited Fee Retail S.à.r.l First Dakota, Inc. Five Hotel Holdings, LLC Foudry Properties Limited Furnival Insurance Company PCC Limited GCI Holdings Corporation Geoffrey Snushall Limited (in liquidation) Gerlach GP Limited Global Low Volatility Equity Fund D Acc Greenpark (Reading) General Partner Limited Greenpark (Reading) Limited Partnership (The) Greenpark (Reading) Nominee No. 1 Limited Greenpark (Reading) Nominee No. 2 Limited GS Twenty Two Limited Harvest Partners V, L.P. Hermitage Management LLC Holborn Bars Nominees Limited Holborn Finance Holding Company (in liquidation) Holtwood Limited Hyde Holdco 1 Limited ICICI Prudential Asset Management Company Limited ICICI Prudential Life Insurance Company Limited ICICI Prudential Pension Funds Management Company Ltd ICICI Prudential Trust Limited ICP (TTT) GP Limited ICP F2 (TTT) GP Limited IFC Holdings, Inc Infracapital (Bio) GP Limited Infracapital (GC) GP Limited Infracapital (TLSB) GP Limited Infracapital ABP GP Limited Infracapital CI II Limited Infracapital DF II GP LLP Infracapital DF II Limited Infracapital EF II GP LLP Infracapital Employee Feeder GP 1 LLP Infracapital Employee Feeder GP 2 LLP Infracapital Employee Feeder GP Limited Infracapital F1 GP2 Limited Infracapital F2 GP1 Limited Infracapital F2 GP2 Limited Infracapital GP 1 LLP Infracapital GP 2 LLP Infracapital GP II Limited Infracapital GP Limited Infracapital Greenfield Partners I GP 1 Limited Infracapital Greenfield Partners I GP 2 Limited Infracapital Greenfield Partners I GP LLP Infracapital Long Term Income Partners GP 1 Limited Infracapital Long Term Income Partners GP 2 Limited Infracapital Long Term Income Partners GP LLP Infracapital Nominees Limited Infracapital Partners Infracapital Partners II LP Infracapital Sisu GP Limited Infracapital SLP II GP LLP Infracapital SLP Limited 276 Ordinary shares Ordinary shares Ordinary shares Ordinary shares Membership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Membership interest Membership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Limited partnership interest Limited partnership interest Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Limited partnership interest Limited partnership interest Ordinary shares Limited partnership interest Ordinary shares 100.00% 100.00% 52.24% 100.00% 100.00% 50.00% 100.00% 75.80% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 25.13% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 25.89% 25.89% 49.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 40.00% 100.00% 40.00% 40.00% 40.00% 100.00% 100.00% 100.00% 100.00% 40.00% 40.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 33.04% 25.98% 100.00% 40.00% 100.00% United Kingdom United Kingdom Luxembourg USA USA United Kingdom Guernsey USA United Kingdom United Kingdom Luxembourg United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom USA USA United Kingdom United Kingdom Isle of Man United Kingdom India India India India United Kingdom United Kingdom USA United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Prudential plc Annual Report 2015 www.prudential.co.ukD: Other notes continuedName Classes of shares held Proportion held Country of incorporation Innisfree M&G PPP LLP INVEST Financial Corporation Insurance Agency, Inc. of Delaware INVEST Financial Corporation Insurance Agency, Inc. of Illinois INVEST Financial Corporation Insurance Agency, Inc. of Maryland Limited partnership interest Ordinary shares Ordinary shares Ordinary shares 35.00% 100.00% 100.00% 100.00% United Kingdom USA USA USA (in liquidation) INVEST Financial Corporation Insurance Agency, Inc. of Ohio Ordinary shares 100.00% (in liquidation) INVEST Financial Corporation Insurance Agency, Inc. of Oklahoma Ordinary shares 100.00% (in liquidation) Investment Centers of America, Inc. Ivy TopCo Limited Jackson National Asset Management LLC Jackson National Life (Bermuda) Limited Jackson National Life Distributors LLC Jackson National Life Insurance Company Jackson National Life Insurance Company of New York Jefferies Capital Partners V, L.P. JNL PPM America Strategic Income Fund Kalle Luxembourg S.à.r.l. Lion Credit Opportunity Fund III Lion Credit Opportunity Fund XII LIPP S.à r.l. (in liquidation) Livicos Limited M&G (Guernsey) Limited M&G Alternatives Investment Management Limited M&G Asia Property Fund M&G Dividend Fund M&G Emerging Markets Bond Fund M&G Episode Defensive Fund M&G Episode Macro Fund M&G European Credit High Yield Investments Fund M&G European Credit Investments Fund M&G European Fund M&G European Property Fund M&G European Strategic Value Fund M&G Financial Services Limited M&G Founders 1 Limited M&G General Partner Inc. M&G Gilt Fixed Interest Fund M&G Global Corporate Bond Fund M&G Global Credit Investments Fund M&G Global Growth Fund M&G Global Leaders Fund M&G IMPPP 1 Limited M&G International Investments Limited M&G International Investments Nominees Limited M&G International Investments Switzerland AG M&G Investment Management Limited M&G Investments (Hong Kong) Limited M&G Investments (Singapore) Pte. Ltd. M&G Limited M&G Managed Growth Fund M&G Management Services Limited M&G Nominees Limited M&G Pan European Dividend Fund M&G Platform Nominees Limited M&G Property Portfolio M&G Property Portfolio Feeder M&G Real Estate (Luxembourg) S.A. M&G Real Estate Asia Holding Company Pte. Ltd M&G Real Estate Asia Pte. Ltd M&G Real Estate Debt Fund LP Ordinary shares Ordinary shares Capital contribution Ordinary shares Membership interest Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest 100.00% 35.43% 100.00% 100.00% 100.00% 100.00% 100.00% 21.92% 100.00% 37.74% 29.10% 38.94% 100.00% 100.00% 100.00% 100.00% 34.06% 55.17% 46.36% 94.87% 59.00% 100.00% 100.00% 63.69% 38.23% 96.84% 100.00% 100.00% 100.00% 31.51% 82.30% 100.00% 43.19% 40.96% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 26.62% 100.00% 100.00% 67.64% 100.00% 67.39% 27.15% 100.00% 100.00% 100.00% 29.15% USA USA USA Guernsey USA Bermuda USA USA USA USA USA Luxembourg Ireland Ireland Luxembourg Ireland Guernsey United Kingdom Luxembourg United Kingdom United Kingdom United Kingdom United Kingdom Luxembourg Luxembourg United Kingdom Luxembourg United Kingdom United Kingdom United Kingdom Cayman Islands United Kingdom United Kingdom Luxembourg United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Switzerland United Kingdom Hong Kong Singapore United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Luxembourg Singapore Singapore Guernsey 277 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD6: Investments in subsidiary undertakings, joint ventures and associates continued c Related undertakings continued Name Classes of shares held Proportion held Country of incorporation M&G Real Estate Funds Management S.à.r.l. M&G Real Estate Japan Co. Ltd M&G Real Estate Korea Co. Ltd M&G Real Estate Limited M&G RED Employee Feeder GP Limited M&G RED GP Limited M&G RED II Employee Feeder GP Limited M&G RED II GP Limited M&G RED II SLP GP Limited M&G RED III Employee Feeder GP Limited M&G RED III GP Limited M&G RED III SLP GP Limited M&G RED SLP GP Limited M&G RPF GP Limited M&G RPF Nominee 1 Limited M&G RPF Nominee 2 Limited M&G Securities Limited M&G SIF Management Company (Ireland) Limited M&G Smaller Companies Fund M&G Traditional Credit Fund M&G UK Companies Financing Fund II LP M&G UK Property GP Limited M&G UK Property Nominee 1 Limited M&G UK Property Nominee 2 Limited M&G UKCF II GP Limited Manchester JV Limited Manchester Nominee (1) Limited Manhattan Property Finance Company Limited Mission Plans of America, Inc MM&S (2375) Limited (in liquidation) Murphy & Partners Fund, LP NAPI REIT, Inc. National Planning Corporation National Planning Holdings, Inc. National Planning Insurance Agency, Inc. (Florida) (in liquidation) National Planning Insurance Agency, Inc. (Massachusetts) (in liquidation) Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 47.74% 40.24% 48.32% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 21.07% 99.00% 100.00% 100.00% 100.00% 100.00% Luxembourg Japan Korea United Kingdom United Kingdom Guernsey United Kingdom Guernsey United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Ireland United Kingdom Ireland United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Gibraltar USA United Kingdom USA USA USA USA USA USA National Planning Insurance Agency, Inc. (Oklahoma) Ordinary shares 100.00% USA (in liquidation) National Planning Insurance Agency, Inc. (Texas) (in liquidation) NB Distressed Debt North Sathorn Holdings Company Limited Nova Sepadu Sdn. Bhd. Oaktree Business Park Limited Old Hickory Fund I, LLC Optimus Point Management Company Limited Orizon Luxembourg S.à.r.l Pacus (UK) Limited Park Avenue (Singapore Two) (in liquidation) PCA IP Services Limited PCA Life Assurance Co. Ltd. PCA Life Insurance Co. Ltd. PCA Reinsurance Co. Ltd. PGDS (UK One) Limited PGDS (US One) LLC Phase One Imaging Holdings Ltd Piccard at Rockville, LLC Pinewood Limited PPM America Capital Partners II, LLC Ordinary shares New global shares Ordinary shares Ordinary shares Ordinary shares Membership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Membership interest Ordinary shares Membership interest Ordinary shares Membership interest 100.00% 25.66% 100.00% 51.00% 12.50% 100.00% 99.95% 78.49% 100.00% 100.00% 100.00% 99.79% 100.00% 100.00% 100.00% 100.00% 30.54% 100.00% 20.00% 63.45% USA Guernsey Thailand Malaysia United Kingdom USA United Kingdom Luxembourg United Kingdom Gibraltar Hong Kong Taiwan Korea Labuan, Malaysia United Kingdom USA United Kingdom USA Malaysia USA 278 Prudential plc Annual Report 2015 www.prudential.co.ukD: Other notes continuedName Classes of shares held Proportion held Country of incorporation PPM America Capital Partners III, LLC PPM America Capital Partners IV, LLC PPM America Capital Partners V, LLC PPM America Capital Partners, LLC PPM America Private Equity Fund II LP PPM America Private Equity Fund III LP PPM America Private Equity Fund IV LP PPM America Private Equity Fund LP PPM America Private Equity Fund V LP PPM America, Inc. PPM Capital (Holdings) Limited PPM Finance, Inc. PPM Holdings, Inc. PPM Managers GP Limited PPM Ventures (Asia) Limited (in liquidation) PPMC First Nominees Limited PPS Five Limited (in liquidation) PPS Nine Limited (in liquidation) PPS Twelve Limited (in liquidation) Property Partners (Two Rivers) Limited Pru Life Insurance Corporation of U.K. Prudence Foundation Limited Prudential (Cambodia) Life Assurance Plc. Prudential (Gibraltar) Limited (in liquidation) Prudential (Netherlands One) Limited (in liquidation) Prudential (Netherlands) B.V. (in liquidation) Prudential/M&G UKCF GP Limited Prudential Africa Holdings Limited Prudential Africa Services Limited Prudential Annuities Limited (in liquidation) Prudential Assurance Company Singapore (Pte) Limited Prudential Assurance Malaysia Berhad Prudential Assurance Uganda Limited Prudential Australia One Limited (in liquidation) Prudential BSN Takaful Berhad Prudential Capital (Singapore) Pte. Ltd Prudential Capital Public Limited Company Prudential Corporate Pensions Trustee Limited Prudential Corporation Australasia Holdings Pty Limited Prudential Corporation Holdings Limited Prudential Development Management Limited Prudential Distribution Limited Prudential Dublin Investment Ltd Prudential Dynamic 0-30 Portfolio Prudential Dynamic 10-40 Portfolio Prudential Dynamic 20-55 Portfolio Prudential Dynamic 40-80 Portfolio Prudential Dynamic 60-100 Portfolio Prudential Dynamic Focused 0-30 Portfolio Prudential Dynamic Focused 10-40 Portfolio Prudential Dynamic Focused 20-55 Portfolio Prudential Dynamic Focused 40-80 Portfolio Prudential Dynamic Focused 60-100 Portfolio Prudential Equity Release Mortgages Limited Prudential Europe Assurance Holdings Limited (in liquidation) Prudential Financial Planning Limited Prudential Five Limited Prudential General Insurance Hong Kong Limited Prudential GP Limited Prudential Greenfield GP LLP Prudential Greenfield GP1 Limited Prudential Greenfield GP2 Limited Prudential Greenfield LP Membership interest Membership interest Membership interest Membership interest Limited partnership interest Limited partnership interest Limited partnership interest Limited partnership interest Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited by guarantee Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Limited partnership interest 60.50% 34.50% 34.00% 19.38% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.00% 100.00% 100.00% 49.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 27.61% 32.39% 36.79% 39.69% 41.59% 66.84% 65.29% 48.25% 86.96% 94.18% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% USA USA USA USA USA USA USA USA USA USA United Kingdom USA USA United Kingdom Hong Kong United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Philippines Hong Kong Cambodia Gibraltar United Kingdom Netherlands United Kingdom United Kingdom Kenya United Kingdom Singapore Malaysia Uganda United Kingdom Malaysia Singapore United Kingdom United Kingdom Australia United Kingdom United Kingdom United Kingdom Ireland United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Hong Kong United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom 279 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcD6: Investments in subsidiary undertakings, joint ventures and associates continued c Related undertakings continued Name Classes of shares held Proportion held Country of incorporation Prudential Greenfield SLP GP LLP Prudential Group Pensions Limited Prudential Group Secretarial Services Limited Prudential Holborn Life Limited Prudential Holdings Limited Prudential Hong Kong Limited Prudential International Assurance plc Prudential International Management Services Limited Prudential International Staff Pensions Limited Prudential Investments (Luxembourg) 2 S.à r.l. Prudential IP Services Limited Prudential Lalondes Limited (in liquidation) Prudential Life Assurance (Lao) Company Limited Prudential Life Assurance (Thailand) Public Company Limited Prudential Life Assurance Kenya Limited Prudential Life Insurance Ghana Limited Prudential Lifetime Mortgages Limited Prudential M&G UK Companies Financing Fund LP Prudential Mauritius Holdings Limited Prudential Pensions Limited Prudential Polska sp.z.oo Prudential Portfolio Management Group Limited Prudential Portfolio Managers (South Africa) (Pty) Limited Prudential Process Management Services India Private Limited Prudential Properties Trusty Pty Limited Prudential Property Holding Limited Prudential Property Investment Managers Limited Prudential Property Investments Limited Prudential Property Services (Bristol) Limited (in liquidation) Prudential Real Estate Investments 1 Limited Prudential Real Estate Investments 2 Limited Prudential Real Estate Investments 3 Limited Prudential Retirement Income Limited Prudential Services Asia Sdn. Bhd. Prudential Services Limited Prudential Services Singapore Pte. Ltd. Prudential Singapore Holdings Pte. Limited Prudential Staff Pensions Limited Prudential Trustee Company Limited Prudential UK Services Limited Prudential Unit Trusts Limited Prudential Vietnam Assurance Private Limited Prudential Vietnam Finance Company Limited Prutec Limited PT. Prudential Life Assurance PT. Eastspring Investments Indonesia PVFC Financial Limited PVM Partnerships Limited REALIC of Jacksonville Plans, Inc. Reeds Rains Prudential Limited (in liquidation) Reksa Dana Eastspring IDR Fixed Income Fund (NDEIFF) Rhodium Investment Fund Rift GP 1 Limited Rift GP 2 Limited ROP, Inc SBP Management Limited ScotAm Pension Trustees Limited 280 Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Unclassified shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Class D preference shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ownership interest Ownership interest Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.93% 100.00% 100.00% 100.00% 34.42% 100.00% 100.00% 100.00% 100.00% 49.99% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 94.62% 99.95% 100.00% 100.00% 100.00% 100.00% 97.49% 100.00% 100.00% 100.00% 100.00% 27.70% 100.00% United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Hong Kong Ireland Ireland United Kingdom Luxembourg United Kingdom United Kingdom Laos Thailand Kenya Ghana United Kingdom United Kingdom Mauritius United Kingdom Poland United Kingdom South Africa India Australia United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Malaysia United Kingdom Singapore Singapore United Kingdom United Kingdom United Kingdom United Kingdom Vietnam Vietnam United Kingdom Indonesia Indonesia Hong Kong United Kingdom USA United Kingdom Indonesia Singapore United Kingdom United Kingdom USA United Kingdom United Kingdom Prudential plc Annual Report 2015 www.prudential.co.ukD: Other notes continuedName Classes of shares held Proportion held Country of incorporation Scottish Amicable Finance plc Scottish Amicable ISA Managers Limited (in liquidation) Scottish Amicable Life Assurance Society Scottish Amicable PEP and ISA Nominees Limited (in liquidation) Scotts Spazio Pte. Ltd. Sealand (No 1) Limited Sealand (No 2) Limited SES Manager Limited SII Insurance Agency, Inc. (Wisconsin) (in liquidation) SII Investments, Inc. Smithfield Limited Snushalls Team Limited (in liquidation) Spanish Trail Ownership, LLC Squire Capital I LLC Squire Capital II LLC Squire Reassurance Company LLC Sri Han Suria Sdn. Bhd. St Edward Homes Limited Stableview Limited Staple Limited Staple Nominees Limited Thanachart Life Assurance Public Company Limited (in liquidation) The Car Auction Unit Trust The First British Fixed Trust Company Limited The Forum, Solent, Management Company Limited The Green (Solihull) Management Company Ltd The Heights Management Company Limited The Hub (Witton) Management Company Limited The St Edward Homes Partnership The Strand Property Unit Trust The Two Rivers Trust Two Snowhill Birmingham S.à.r.l. US Strategic Income Bond Fund D USD Acc US Total Return Bond Fund D USD Acc VFL International Life Company SPC, Ltd Warren Farm Office Village Limited Wessex Gate Limited Westwacker Limited Wynnefield Private Equity Partners I, L.P. Wynnefield Private Equity Partners II, LP Ordinary shares Ordinary shares No share capital Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Membership interest Membership interest Membership interest Membership interest Ordinary shares Class A and B preference shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Units Units Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Limited partnership interest Limited partnership interest 100.00% 100.00% 100.00% 100.00% 45.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.93% 50.00% 100.00% 100.00% 100.00% 50.00% 100.00% 49.95% 50.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.00% 99.00% United Kingdom United Kingdom United Kingdom United Kingdom Singapore Jersey Jersey United Kingdom USA USA United Kingdom United Kingdom USA USA USA USA Malaysia United Kingdom United Kingdom Thailand United Kingdom Thailand Guernsey United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Jersey Jersey Luxembourg Luxembourg Luxembourg Cayman Islands United Kingdom United Kingdom United Kingdom USA USA 281 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcStatement of financial position of the parent company 31 December Fixed assets Investments: Shares in subsidiary undertakings Loans to subsidiary undertakings Current assets Debtors: Amounts owed by subsidiary undertakings Other debtors Tax recoverable Deferred tax asset Derivative assets Pension asset Cash at bank and in hand Liabilities: amounts falling due within one year Commercial paper Other borrowings Derivative liabilities Amounts owed to subsidiary undertakings Tax payable Deferred tax liability Sundry creditors Accruals and deferred income Net current assets Total assets less current liabilities Liabilities: amounts falling due after more than one year Subordinated liabilities Debenture loans Other borrowings Total net assets Capital and reserves Share capital Share premium Profit and loss account Shareholders’ funds Note 2015 £m 2014 £m 5 5 6 8 9 7 7 8 6 7 7 7 10 10 11 12,514 – 12,514 5,373 6,329 11,702 4,783 3 43 – 1 51 104 4,985 (1,107) (200) (322) (2,711) (20) (9) – (56) (4,425) 560 13,074 (4,018) (549) (598) (5,165) 7,909 128 1,915 5,866 7,909 3,785 3 – 8 2 39 7 3,844 (1,704) (500) (315) (1,108) (55) (8) (3) (39) (3,732) 112 11,814 (3,320) (549) – (3,869) 7,945 128 1,908 5,909 7,945 The financial statements of the parent company on pages 282 to 291 were approved by the Board of Directors on 8 March 2016 and signed on its behalf. Paul Manduca Chairman Mike Wells Group Chief Executive Nic Nicandrou Chief Financial Officer 282 Prudential plc Annual Report 2015 www.prudential.co.uk Statement of changes in equity of the parent company £m Balance at 1 January 2014 Total comprehensive income for the year Profit for the year Actuarial gains recognised in respect of the pension scheme Total comprehensive income for the year Transactions with owners, recorded directly in equity New share capital subscribed Share-based payment transactions Dividends Total contributions by and distributions to owners Balance at 31 December 2014 Balance at 1 January 2015 Total comprehensive income for the year Profit for the year Actuarial gains recognised in respect of the pension scheme Total comprehensive income for the year Transactions with owners, recorded directly in equity New share capital subscribed Share-based payment transactions Dividends Total contributions by and distributions to owners Balance at 31 December 2015 Share capital 128 Share premium 1,895 Profit and loss account 5,329 Total equity 7,352 1,463 6 1,469 13 6 (895) (876) – – – 13 – – 13 1,463 6 1,469 – 6 (895) (889) 1,908 5,909 7,945 1,908 5,909 7,945 – – – 7 – – 7 920 4 924 – 7 (974) (967) 920 4 924 7 7 (974) (960) – – – – – – – 128 128 – – – – – – – 128 1,915 5,866 7,909 283 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcNotes 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 Asia, the US and the UK. In Asia, the Group has operations in Hong Kong, Indonesia, Malaysia, Singapore and other countries. In the US, the Group’s principal subsidiary is Jackson National Life Insurance Company. In the UK, the Group operates through its subsidiaries, primarily The Prudential Assurance Company Limited, Prudential Retirement Income Limited and M&G Investment Management Limited. 2 Basis of preparation The financial statements of the Company, which comprise the statement of financial position, statement of changes in equity and related notes, are prepared in accordance with UK Generally Accepted Accounting Practice, including Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’) and Part 15 of the Companies Act 2006. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements in International Financial Reporting Standards (‘IFRSs’) as issued by the International Accounting Standards Board (‘IASB’) and endorsed by the EU, but makes amendments where necessary in order to comply with the Companies Act 2006, and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The Company has also taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own profit and loss account. In preparing these financial statements, the Company has adopted FRS 101 for the first time. In the transition to FRS 101, the Company has made no measurement and recognition adjustments. An explanation of how the transition to FRS 101 has affected the presentation of the financial statements of the Company is provided in note 14. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures: — A cash flow statement and related notes; — Disclosures in respect of transactions with wholly-owned subsidiaries within the Prudential Group; — Disclosure in respect of capital management; — The effects of new but not yet effective IFRSs; and — An additional balance sheet for the beginning of the earliest comparative period following the retrospective change in accounting policy to adopt FRS 101. As the consolidated financial statements of the Group include the equivalent disclosure, the Company has also applied the exemptions available under FRS 101 in respect of the following disclosures: — IFRS 2 ‘Share-based Payment’ in respect of Group-settled share-based payments; and — Disclosure required by IFRS 7 ‘Financial Instrument Disclosures’ and IFRS 13 ‘Fair Value Measurement’. The accounting policies set out in note 3 below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements and in preparing an opening FRS 101 statement of financial position at 1 January 2014 for the purposes of the transition to FRS 101. 3 Significant accounting policies Shares in subsidiary undertakings Shares in subsidiary undertakings are shown at cost less impairment. Loans to subsidiary undertakings Loans to subsidiary undertakings are shown at cost less provisions. Derivatives Derivative financial instruments are held to manage certain macroeconomic exposures. Derivative financial instruments are carried at fair value with changes in fair value included in the profit and loss account. 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 or, for subordinated debt, over the expected life of the instrument. Dividends Interim dividends are recorded in the period in which they are paid. Final dividends are recorded in the period in which they are approved by shareholders. From 2016, the Company will make all dividend payments as interim payments. 284 Prudential plc Annual Report 2015 www.prudential.co.ukShare 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 Assets and liabilities denominated in foreign currencies, including 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. Tax Current tax expense is charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable amounts 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 IAS 12, ’Income Taxes’. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that future taxable profits will be available against which these losses can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. 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 main pension scheme, the Prudential Staff Pension Scheme (‘PSPS’). Upon adoption of FRS 101, the Company applies the requirements of IAS 19 ‘Employee Benefit’ (as revised in 2011) for the accounting of its interest in the PSPS surplus or deficit. Further details are disclosed in note 9. 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 is 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 their present value. These calculations are performed by independent actuaries. The aggregate of the actuarially determined service costs of the currently employed personnel and the net income (interest) on the net scheme assets (liabilities) at the start of the period, is recognised in the profit or loss account. Actuarial gains and losses as a result of the changes in assumptions, experience variances or the return on scheme assets excluding amounts included in the net deferred benefit asset (liability) are recorded in other comprehensive income. 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 share-based payment plans operated by the Group are mainly equity-settled plans with a few cash-settled plans. Under IFRS 2 ‘Share-based Payment’, where the Company, as the parent company, has the obligation to settle the options or awards of its equity instruments to employees of its subsidiary undertakings, and such share-based payments are accounted for as equity- settled in the Group financial statements, the Company records an increase in the investment in 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. 285 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc4 Reconciliation from the FRS 101 parent company results to the IFRS Group results The parent company financial statements are prepared in accordance with FRS 101 and the Group financial statements are prepared in accordance with IFRSs as issued by the IASB and endorsed by the EU. At 31 December 2015, there were no differences between FRS 101 and IFRSs as issued by the IASB and endorsed by the EU in terms of their application to the parent company. The tables below provide a reconciliation between the FRS 101 parent company results and the IFRS Group results. Profit after tax Profit for the financial year of the Company (including dividends from subsidiaries) in accordance with FRS 101 and IFRS Share in the IFRS result of the Group, net of distributions to the Company * Profit after tax of the Group attributable to shareholders in accordance with IFRS Net equity Shareholders’ equity of the Company in accordance with FRS 101 and IFRS Share in the IFRS net equity of the Group * Shareholders' equity of the Group in accordance with IFRS 2015 £m 2014 £m 920 1,659 2,579 1,463 753 2,216 2015 £m 2014 £m 7,909 5,046 12,955 7,945 3,866 11,811 * The ‘shares in the IFRS result and net equity of the Group’ lines represent the parent company’s equity in the earnings and net assets of its subsidiaries and associates. The profit for the financial year of the Company in accordance with IFRS includes dividends received in the year from subsidiary undertakings of £985 million and £1,774 million for the years ended 31 December 2015 and 2014, respectively. As stated in note 3, under FRS 101, the Company accounts for its investments in subsidiary undertakings at cost less impairment. For the purpose of this reconciliation, no adjustment is made to the Company in respect of any valuation adjustments to shares in subsidiary undertakings which would be eliminated on consolidation. 5 Investments of the Company At 1 January Investment in subsidiary undertakings Offset against amount owed to subsidiary undertaking Reclassified as amount owed by subsidiary undertaking Other movements At 31 December 2015 £m Shares in subsidiary undertakings Loans to subsidiary undertakings 5,373 7,247 (79) – (27) 12,514 6,329 (5,489) – (840) – – During the year, the Company entered into a number of intra-group transactions in order to simplify the Group’s corporate structure relating to central finance subsidiaries. The transactions resulted in an increase of £7,247 million in the cost of shares in subsidiary undertakings, of which £5,489 million related to the conversion to equity of existing intra-group loans and the remainder to movements in other intercompany balances. No profit or loss arose on the transactions. Further changes to the amounts relating to shares in, and loans to, subsidiary undertakings are set out in the table above. Other movements comprise £7 million in respect of share-based payments, reflecting the value of payments settled by the Company for employees of its subsidiary undertakings, less £34 million relating to cash received from subsidiaries in respect of share awards. Subsidiary undertakings of the Company at 31 December 2015 are listed in note D6 of the Group financial statements. 286 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the parent company financial statements continued6 Deferred tax assets and liabilities Deferred tax asset Short-term temporary differences Unused deferred tax losses Total 2015 £m 2014 £m – – – 1 7 8 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. Deferred tax liability Short-term temporary differences related to pension scheme Total 2015 £m 2014 £m (9) (9) (8) (8) Deferred tax liability of £(9) million (2014: £(8) million) disclosure arises from the change in the presentation of the pension scheme asset on the balance sheet from net to gross of related deferred tax at the balance sheet date following adoption of FRS 101. The reduction in the UK corporation tax rate to 19 per cent from 1 April 2017 and a further reduction to 18 per cent from 1 April 2020 was substantively enacted on 26 October 2015 which has had the effect of reducing the deferred tax balances as at 31 December 2015. These changes are reflected in the financial statements for the year ended 31 December 2015. 7 Borrowings Core structural borrowings note (i) Subordinated liabilities note (ii) Debenture loans Other borrowings: note (iii) Commercial Paper Floating Rate Notes note (iv) Medium Term Notes 2015 note (v) Medium Term Notes 2018 note (vi) Total borrowings Borrowings are repayable as follows: Within 1 year or on demand Between 1 and 5 years After 5 years Core structural borrowings Other borrowings Total 2015 £m 2014 £m 2015 £m 2014 £m 2015 £m 2014 £m 4,018 549 4,567 – – – – 3,320 549 3,869 – – – – 4,567 3,869 – – 4,567 4,567 – – 3,869 3,869 – – – 1,107 200 – 598 1,905 1,307 598 – 1,905 – – – 1,704 200 300 – 2,204 2,204 – – 2,204 4,018 549 4,567 1,107 200 – 598 6,472 1,307 598 4,567 6,472 3,320 549 3,869 1,704 200 300 – 6,073 2,204 – 3,869 6,073 Further details on the core structural borrowings of the Company are provided in note C6.1 of the Group financial statements. The interests of the holders of the subordinated liabilities are subordinate to the entitlements of other creditors of the Company. Notes (i) (ii) (iii) These borrowings support a short-term fixed income securities programme. (iv) The Company issued £200 million Floating Rate Notes in October 2015 which will mature in October 2016. These Notes have been wholly subscribed to by a Group subsidiary and accordingly have been eliminated on consolidation in the Group financial statements. These Notes were originally issued in October 2008 and have been continually reissued upon their maturity. In November 2015, the Company repaid £300 million Medium Term Notes at maturity. In January 2015 and in November 2015, the Company issued £300 million Medium Term Notes which will mature in January 2018 and November 2018 respectively. The proceeds, net of costs, were £598 million. (v) (vi) 287 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc8 Derivative financial instruments Cross-currency swap Inflation-linked swap Total 2015 £m 2014 £m Fair value assets Fair value liabilities Fair value assets Fair value liabilities 1 – 1 – 322 322 2 – 2 – 315 315 Derivative financial instruments are held to manage certain macroeconomic exposures. The change in fair value of the derivative financial instruments of the Company was a loss before tax of £7 million (2014: loss before tax of £115 million). The derivative financial instruments are 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. 9 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 (the ‘Scheme’) which is primarily a closed defined benefit scheme. At 31 December 2005, the allocation of surpluses and deficits attaching to the Scheme between the Company and the unallocated surplus of The Prudential Assurance Company Limited (‘PAC’) with-profits fund was apportioned in the ratio 30/70 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 2015. The IAS 19 service charge and ongoing employer contributions are allocated by reference to the cost allocation for current activity. The last completed triennial actuarial valuation of the Scheme was as at 5 April 2014. Further details on the results of this valuation and the total employer contributions to the Scheme for the year are provided in note C9 of the Group financial statements, together with the key assumptions adopted, including mortality assumptions. A description of the regulatory framework in which the Scheme operates, the governance of the Scheme, and the risks to which the Scheme exposes the Company is provided in note C9. The most recent full valuation has been updated to 31 December 2015 applying the principles prescribed by IAS 19. The actuarial assumptions used in determining the IAS 19 benefit obligations and the net periodic costs and sensitivity of IAS 19 benefit obligation to changes in the actuarial assumptions are also provided in note C9. Movements in net defined benefit liability/asset The assets and liabilities of the Scheme were: Scheme assets: Equities UK Overseas Bonds* Government Corporate Asset-backed securities Properties Derivatives Other assets Fair value of Scheme assets Present value of benefit obligations Underlying surplus in the Scheme Effect of the application of IFRIC 14 for de-recognition of surplus Surplus in the Scheme Surplus in the Scheme recognised by the Company† Quoted prices in an active market 118 150 4,795 925 135 – 183 272 6,578 31 Dec 2015 £m 31 Dec 2014 £m Quoted prices in an active market 126 143 5,078 885 197 – 159 270 6,858 Other Total 8 – – 45 – 70 – 26 149 126 150 4,795 970 135 70 183 298 6,727 (5,758) 969 (800) 169 51 Other Total – – – 46 – 93 – – 139 126 143 5,078 931 197 93 159 270 6,997 (6,157) 840 (710) 130 39 * 96 per cent (2014: 97 per cent) of the bonds are investment graded. † The surplus in the Scheme recognised in the balance sheet of the Company represents the amount which is recoverable through reduced future contributions and is net of the apportionment to the PAC with-profits fund. 288 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the parent company financial statements continued The change in the present value of the underlying Scheme liabilities and the change in the fair value of the underlying Scheme assets are as follows: Balance at 1 January Current service cost Negative past service cost Net interest income (cost) Administration expenses Actuarial gains (losses) note (ii) Contributions paid by the employer note (iii) Contributions paid by the employee Benefits paid Balance at 31 December Balance at 1 January Current service cost Past service cost Net interest income (cost) Administration expenses Actuarial gains (losses) note (ii) Contributions paid by the employer note (iii) Contributions paid by the employee Benefits paid Balance at 31 December Scheme assets Present value of benefit obligations note (i) 6,997 – – 240 (4) (248) 11 1 (270) 6,727 (6,157) (21) 48 (209) – 312 – (1) 270 (5,758) Scheme assets Present value of benefit obligations note (i) 6,042 – – 261 (5) 927 11 1 (240) 6,997 (5,316) (17) (4) (229) – (830) – (1) 240 (6,157) 2015 £m Net surplus without the effect of IFRIC 14 Effect of IFRIC 14 for de- recognition of surplus IAS 19 basis net surplus 840 (21) 48 31 (4) 64 11 – – 969 (710) (26) (64) (800) 130 (21) 48 5 (4) – 11 – – 169 2014 £m Net surplus without the effect of IFRIC 14 Effect of IFRIC 14 for de- recognition of surplus IAS 19 basis net surplus 726 (17) (4) 32 (5) 97 11 – – 840 (602) (26) (82) (710) 124 (17) (4) 6 (5) 15 11 – – 130 Notes (i) The weighted average duration of the benefit obligations of the Scheme is 17 years (2014: 17 years). The following table provides an expected maturity analysis of the benefit obligations as at 31 December: 2015 2014 1 year or less After 1 year to 5 years After 5 years to 10 years After 10 years to 15 years After 15 years to 20 years Over 20 years 225 222 974 945 1,422 1,417 1,489 1,519 1,438 1,476 6,303 6,716 Total 11,851 12,295 (ii) The actuarial gains attributable to policyholders and shareholders are analysed as follows: Return on scheme assets excluding interest income* Actuarial gains (losses): Experience gains (losses) on Scheme liabilities Actuarial losses – demographic assumptions Actuarial gains (losses) – financial assumptions Total actuarial gains without the effect of IFRIC 14 Actuarial gains attributable to the Company before tax† 2015 £m 2014 £m (248) 28 (3) 287 312 64 4 927 (34) (22) (774) (830) 97 8 * The total return on scheme assets in 2015 was a loss of £8 million (2014: gain of £1,188 million). † Actuarial gains attributable to the Company are net of the apportionment to the PAC with-profits fund and are related to the surplus recognised in the balance sheet of the Company. In 2015, the gains included a charge of £15 million (2014: £21 million) for the adjustment to the unrecognised portion of surplus which has not been deducted from the pension charge. The gains after tax of £4 million (2014: £6 million) are recorded in other comprehensive income. (iii) Employer contributions to be paid into the Scheme for the year ending 31 December 2016 are expected to amount to £11 million, comprising ongoing service contributions and expenses. 289 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plc10 Share capital and share premium A summary of the ordinary shares in issue and the options outstanding to subscribe for the Company’s shares at 31 December 2015 is set out in note C10 of the Group financial statements. 11 Retained profit of the Company Retained profit at 31 December 2015 amounted to £5,866 million (2014: £5,909 million). The retained profit includes distributable reserves of £3,385 million and non-distributable reserves of £2,481 million. The non-distributable reserves comprise £2,405 million relating to gains made by intermediate holding companies following the transfer at fair value of certain subsidiaries to other parts of the Group as part of internal restructuring exercises and £76 million of share-based payment reserves. The amount of £2,405 million is not able to be regarded as part of the distributable reserves of the parent company because the gains relate to intra-group transactions. Under English company law, Prudential may pay dividends only if sufficient distributable reserves of the Company are available for the purpose and if the amount of its net assets is greater than the aggregate of its called up share capital and non-distributable reserves (such as the share premium account) and the payment of the dividend does not reduce the amount of its net assets to less than that aggregate. 12 Other information a Information on directors’ remuneration is given in the directors’ remuneration report section of this Annual Report and note B3.3 of the Group financial statements. Information on transactions of the directors with the Group is given in note D4 of the Group financial statements. Fees payable to the Company’s auditor for the audit of the Company’s annual accounts were £0.1 million (2014: £0.1 million) and for other services were £0.2 million (2014: £0.1 million). In certain instances, the Company has guaranteed that its subsidiaries will meet their obligations when they fall due for payment. e b c The Company employs no staff. d 13 Post balance sheet events The second interim and special dividends for the year ended 31 December 2015, which were approved by the Board of Directors after 31 December 2015, are described in note B7 of the Group financial statements. 290 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the parent company financial statements continued 14 Explanation of transition to FRS 101 As stated in note 2, these are the Company’s first financial statements prepared in accordance with FRS 101. The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 December 2015, the comparative information presented in these financial statements for the year ended 31 December 2014 and in the preparation of an opening FRS 101 statement of financial position at 1 January 2014. In preparing its FRS 101 balance sheet, the Company has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting, UK GAAP. An explanation of how the transition from UK GAAP to FRS 101 has affected the Company’s financial statements is set out in the following tables and the notes that accompany the tables. Fixed assets Current assets (including pension asset) Pension asset Other current assets Liabilities: amounts falling due within one year Deferred tax liability Other current liabilities Net current assets Total assets less current liabilities Liabilities: amounts falling due after more than one year Total net assets Profit on ordinary activities before tax Tax credit on profit on ordinary activities Profit for the year Actuarial gains (losses) recognised in respect of the pension scheme, net of tax Total comprehensive income for the year 31 Dec 2014 £m Effect of transition to FRS 101 – 8 – 8 (8) – (8) – – – – 2014 £m Effect of transition to FRS 101 3 – 3 (3) – UK GAAP 11,702 31 3,805 3,836 – (3,724) (3,724) 112 11,814 (3,869) 7,945 UK GAAP 1,385 75 1,460 9 1,469 FRS 101 11,702 39 3,805 3,844 (8) (3,724) (3,732) 112 11,814 (3,869) 7,945 FRS 101 1,388 75 1,463 6 1,469 Notes: (1) (2) The change in the presentation of the pension asset on the balance sheet from net to gross of related deferred tax liability at 31 December 2014 was £8 million. The replacement of expected return on scheme assets under FRS 17 with an amount based on the liability discount rate under IAS 19 in the determination of the pension charge and the change in the recording of the surplus restriction resulted in a reclassification of £3 million gross and net of tax between the 2014 pension charge in the profit and loss account and the actuarial gains in other comprehensive income. 291 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcStatement 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 (IFRSs) 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) including FRS 101 ‘Reduced Disclosure Framework’. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. 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 adequate accounting records that are sufficient to show and explain the parent company’s transactions and 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 2006. 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 strategic report, 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 71 to 75 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; — The strategic 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; and — The Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. 292 Prudential plc Annual Report 2015 www.prudential.co.ukIndependent auditor’s report to the members of Prudential plc only Opinions and conclusions arising from our audit 1. Our opinion on the financial statements is unmodified We have audited the financial statements of Prudential plc for the year ended 31 December 2015 set out on pages 133 to 291. In our opinion: — The financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2015 and of the Group’s profit for the year then ended; — The Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; — The parent company financial statements have been properly prepared in accordance with UK Accounting Standards including FRS 101 Reduced Disclosure Framework; and — The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. 2. Our assessment of risks of material misstatement In arriving at our audit opinion above on the financial statements, the risks of material misstatement that had the greatest effect on our audit, which are unchanged from 2014 including the level of risk associated with them, were as follows: Valuation of investments (2015: £351,979 million, 2014: £337,454 million) Refer to page 89 (Audit Committee report), page 147 (accounting policy) and pages 196 to 218 (financial disclosures) The risk – The Group’s investment portfolio represents 91 per cent of the Group’s total assets. The valuation of the portfolio involves judgement in selecting the valuation basis for each investment and further judgement in performing the valuation for harder to value investments. The areas that involved significant audit effort and judgement in 2015 were the valuation of illiquid positions within the financial investments portfolio representing 3 per cent of the Group’s total assets. These included unlisted equity, unlisted debt securities, certain derivatives and loans such as commercial mortgage loans and bridge loans. For these positions, a reliable third-party price was not readily available and therefore involved the application of expert judgement in the valuations adopted. Our response – We used our own valuation specialists and pricing services to assist us in performing our procedures in this area, which included: — Assessing the availability of quoted prices in liquid markets; — Assessing whether the valuation process is appropriately designed and captures relevant valuation inputs; — Testing whether associated controls in respect of the valuation process are functioning properly; — Performing our own independent price checks from our own pricing services using external quotes for liquid positions and, where available, for illiquid positions; — Assessing pricing model methodologies and assumptions against industry practice and valuation guidelines; — Evaluating the testing performed by the Group in order to identify any impairment in relation to loans; and — Performing our own assessment of loan files to understand the performance of the loans. We obtained an understanding of existing and prospective investee company cash flows to understand whether loans can be serviced or refinancing may be required and considered the impact on impairment testing performed. We also assessed whether the Group’s disclosures in relation to the valuation of investments are compliant with the relevant accounting requirements, in particular the sensitivity of the valuations adopted to alternative outcomes. 293 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcIndependent auditor’s report to the members of Prudential plc only continued Policyholder liabilities (2015: £322,518 million, 2014: £309,539 million) Refer to page 89 (Audit Committee report), page 144 (accounting policy) and pages 219 to 235 (financial disclosures) The risk – The Group has significant insurance liabilities representing 86 per cent of the Group’s total liabilities. This is an area that involves significant judgement over uncertain future outcomes, mainly the ultimate total settlement value of long-term policyholder liabilities. Economic assumptions, such as investment return and associated discount rates, and operating assumptions such as mortality and persistency (including consideration of policyholder behaviour) are the key inputs used to estimate these long-term liabilities. The valuation of the guarantees in the US variable annuity business is a complex exercise as it involves exercising significant judgement over the relationship between the investment return attaching to these products and the guarantees contractually provided to policyholders and the likely policyholder behaviour in response to changes in investment performance. The valuation of the insurance liabilities in relation to the UK annuity business requires the exercise of significant judgement over the setting of mortality and credit risk assumptions. Our response – We used our own actuarial specialists to assist us in performing our procedures in this area, which included: — Consideration of the appropriateness of the assumptions used in the stochastic models for the valuation of the US variable annuity guarantees. We assessed assumptions of policyholder behaviour by reference to relevant company and industry historical data. We assessed assumptions for investment mix and projected investment returns by reference to company- specific and industry data, and for future growth rates by reference to market trends and market volatility; and — Consideration of the appropriateness of the mortality assumptions used in the valuation of the UK annuity liabilities by reference to company and industry data on historical mortality experience and expectations of future mortality improvements, including evaluation of the choice of the Continuous Mortality Investigation (‘CMI’) model and the parameters used in relation to this. Our work on the credit risk assumptions primarily considered the appropriateness of the methodology and assumptions by reference to industry practice and our expectation derived from market experience. We utilised the results of KPMG benchmarking of assumptions and actuarial market practice to inform our challenge of management’s assumptions in both areas. Other key procedures included assessing the Group’s methodology for calculating the insurance liabilities and their analysis of the movements in insurance liabilities during the year, including consideration of whether the movements are in line with the assumptions adopted by the Group, our understanding of developments in the business and our expectation derived from market experience. We considered the validity of management’s liability adequacy testing which is a key test performed to check that the liabilities are adequate in the context of expected experience. Our work on the liability adequacy test includes assessing the reasonableness of the projected cash flows and challenging the assumptions adopted in the context of company and industry experience data and specific product features. We also performed test work to ensure the appropriateness of changes made to the reserving models during the year. We considered whether the Group’s disclosures in relation to the assumptions used in the calculation of insurance liabilities are compliant with the relevant accounting requirements, in particular the sensitivities of these assumptions to alternative scenarios and inputs. Deferred Acquisition Costs (‘DAC’) (2015: £7,022 million, 2014: £5,927 million) Refer to page 89 (Audit Committee report), page 145 (accounting policy) and pages 236 to 240 (financial disclosures) The risk – DAC represents 1.8 per cent of the total assets and involves judgement in the identification of, and the extent to which, certain acquisition costs can be deferred, and assessment of recoverability of the asset. The DAC associated with the US business, which represents 88 per cent of total DAC, involves the greatest judgement in terms of measurement and recoverability. The amortisation and recoverability assessment of the US DAC asset is related to the achieved and projected future profit profile. This involves making assumptions about future investment returns and the consequential impact on fee income. Our response – We used our own actuarial specialists to assist us in performing our audit procedures in this area, which included: — Evaluating the appropriateness of the Group’s deferral policy by comparing it against the requirements of relevant accounting standards; — Evaluating whether costs are deferred in accordance with the Group’s deferral policy; and — Assessing the calculations performed including the appropriateness of the assumptions used in determining the estimated future profit profile and the extent of the associated adjustment necessary to the amortisation of the DAC asset. We compared the estimated future profits to the carrying value of the DAC asset to assess recoverability. Our work included assessing the reasonableness of assumptions such as the projected investment return by comparing against the Group’s investment portfolio mix and market return data. We also considered the adequacy of the Group’s disclosures about the degree of estimation involved in the valuation of DAC. 294 Prudential plc Annual Report 2015 www.prudential.co.ukGroup profit before tax 8% 2% 90% Audit for group reporting (2014: 88%) Audit of account balances (2014: 4%) Analysis at group level (2014: 8%) 3. Our application of materiality and an overview of the scope of our audit Materiality for the Group financial statements as a whole was set at £350 million (2014: £307 million) determined with reference to a benchmark of IFRS shareholders’ equity of £13.0 billion (of which it represents 2.7 per cent (2014: 2.6 per cent)). We consider IFRS shareholders’ equity to be the most appropriate benchmark as it represents the residual interest that can be ascribed to shareholders after policyholder assets and corresponding liabilities have been accounted for. We compared our materiality against other relevant benchmarks, such as total assets, total revenue and profit before tax to ensure the materiality selected was appropriate for our audit. We set out below the materiality thresholds that are key to the audit. We subjected the Group’s operations to audits for Group reporting purposes as follows: — Audits for Group reporting purposes in relation to the financial information of the insurance operations in the UK, the US, Hong Kong, Indonesia, Singapore, Malaysia, Korea, Thailand and fund management operations in the UK (M&G). — Audits of account balances that correspond to the risks of material misstatement identified above in relation to Prudential Capital and the insurance operations in China, Taiwan and Vietnam. The account balances audited are investments, policyholder liabilities and deferred acquisition costs. For the remaining operations, we performed analyses at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement within these operations. These components accounted for the following percentages of the Group’s results in 2015: Materiality thresholds Total group revenue Total group assets IFRS shareholders’ equity £13bn Materiality £350m £110-140m 8% 2% 7% 2% £350m £18m 90% 91% Threshold for misstatements reported to the Audit Committee Range of component materials Materiality for the group financial statements We report to the Group Audit Committee any corrected or uncorrected identified misstatements exceeding £18 million (2014: £15 million) in addition to other identified misstatements that warrant reporting on qualitative grounds. Audit for group reporting (2014: 92%) Audit of account balances (2014: 2%) Analysis at group level (2014: 6%) Audit for group reporting (2014: 91%) Audit of account balances (2014: 2%) Analysis at group level (2014: 7%) Group shareholders’ equity 8% 3% 89% Audit for group reporting (2014: 89%) Audit of account balances (2014: 1%) Analysis at group level (2014: 10%) 295 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcIndependent auditor’s report to the members of Prudential plc only continued — We have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: — The directors’ statement, set out on pages 98 and 56, in relation to going concern and longer-term viability; and — The part of the corporate governance statement on page 99 relating to the Company’s compliance with the 11 provisions of the 2014 UK Corporate Governance Code specified for our review. We have nothing to report in respect of the above responsibilities. 7. Scope of report and responsibilities As explained more fully in the directors’ responsibilities statement set out on page 292, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate This report is made solely to the Company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/ auditscopeukco2014a which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. Rees Aronson (Senior Statutory Auditor) For and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants London 8 March 2016 The Group audit team in the UK covered the UK Group head office operations. Component auditors performed the audit work in the remaining locations. The Group audit team held a global planning conference with component auditors to identify audit risks and decide how each component team should address the identified audit risks. The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group audit team approved the component materialities, which were set as £110 million for key reporting components in Asia and £140 million for all other key reporting components listed above (2014: £110 million–£140 million), having regard to the size and risk profile of the Group. The Group audit team visited 10 component locations, comprising the insurance operations in the UK, the US, Hong Kong, Indonesia, Singapore, Malaysia, Korea and Thailand, the fund management operations in M&G and Prudential Capital. Video and telephone conference meetings were also held with these component auditors and certain others that were not physically visited. At these visits and meetings, an assessment was made of audit risk and strategy, the findings reported to the Group audit team were discussed in more detail, key working papers were reviewed and any further work required by the Group audit team was then performed by the component auditor. The Senior Statutory Auditor, in conjunction with other senior staff in the Group team, also regularly attended business unit audit committee meetings (at a regional level for Asia) and participated in meetings with local management to obtain additional understanding first-hand of the key risks and audit issues at a component level which may affect the Group financial statements. 4. Our opinion on other matters prescribed by the Companies Act 2006 is unmodified In our opinion: — The part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and — The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. 296 5. We have nothing to report on the disclosures of principal risks Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to: — The directors’ viability statement on page 56 concerning the principal risks, their management, and, based on that, the directors’ assessment and expectations of the Group’s continuing in operation over the three years to 2018; or — The disclosure on page 98 of the Annual Report concerning the use of the going concern basis of accounting. 6. We have nothing to report in respect of the matters on which we are required to report by exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if: — We have identified material inconsistencies between the knowledge we acquired during our audit and the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy; or — The Audit Committee report does not appropriately address matters communicated by us to the audit committee. Under the Companies Act 2006 we are required to report to you if, in our opinion: — Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or — The parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or — Certain disclosures of directors’ remuneration specified by law are not made; or Prudential plc Annual Report 2015 www.prudential.co.ukEuropean Embedded Value (EEV) basis results 298 Index to EEV basis results Apprenticeship programme Over the past two years Prudential UK has recruited 130 young people to join the highly regarded apprenticeship programme. Find out more on page 60. 6 Our communities 297 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationIndex to European Embedded Value (EEV) basis results 299 Post-tax operating profit based on longer-term investment returns 300 Post-tax summarised consolidated income statement 300 Movement in shareholders’ equity 301 Summary statement of financial position Notes on the EEV basis results 302 302 304 305 307 308 309 310 313 314 316 317 318 324 327 328 1 Basis of preparation 2 Results analysis by business area 3 Analysis of new business contribution 4 Operating profit from business in force 5 Short-term fluctuations in investment returns 6 Effect of changes in economic assumptions 7 Net core structural borrowings of shareholder-financed operations 8 Analysis of movement in free surplus 9 Reconciliation of movement in shareholders’ equity 10 Reconciliation of movement in net worth and value of in-force for long-term business 11 Expected transfer of value of in-force business to free surplus 12 Sensitivity of results to alternative assumptions 13 Methodology and accounting presentation 14 Assumptions 15 Effect of Solvency II on EEV basis results on 1 January 2016 16 New business premiums and contributions Description of EEV basis reporting In broad terms, IFRS profits for long-term business reflect the aggregate of results on a traditional accounting basis. By contrast, embedded value is a way of reporting the value of the life insurance business. The European Embedded Value principles were published by the CFO Forum of major European insurers in May 2004 and subsequently supplemented by Additional Guidance issued in October 2005. The impact of Solvency II is not reflected in these results in line with the guidance issued by the CFO Forum in October 2015 (see note 15 for further details). The principles provide consistent definitions, a framework for setting actuarial assumptions and an approach to the underlying methodology and disclosures. Results prepared under the EEV principles capture the discounted value of future profits expected to arise from the current book of long-term business. The results are prepared by projecting cash flows by product, using best estimate assumptions for all relevant factors. Furthermore, in determining these expected profits, full allowance is made for the risks attached to their emergence and the associated cost of capital, taking into account recent experience in assessing likely future persistency, mortality, morbidity and expenses. Further details are explained in notes 13 and 14. 298 Prudential plc Annual Report 2015 www.prudential.co.ukEuropean Embedded Value (EEV) basis results Post-tax operating profit based on longer-term investment returns Results analysis by business area Asia operations New business Business in force Long-term business Eastspring Investments Total US operations New business Business in force Long-term business Broker-dealer and asset management Total UK operations* New business Business in force Long-term business General insurance commission Total UK insurance operations M&G Prudential Capital Total Other income and expenditure note (i) Solvency II and restructuring costs note (ii) Results of the sold PruHealth and PruProtect businesses Operating profit based on longer-term investment returns Analysed as profit (loss) from: New business* Business in force* Long-term business* Asset management Other results Note 2015 £m 2014 £m note (iii) 3 4 3 4 3 4 3 4 1,490 831 2,321 101 2,422 809 999 1,808 7 1,815 318 545 863 22 885 358 18 1,261 (566) (51) – 4,881 2,617 2,375 4,992 484 (595) 4,881 1,162 738 1,900 78 1,978 694 834 1,528 6 1,534 259 476 735 19 754 353 33 1,140 (531) (36) 11 4,096 2,115 2,048 4,163 470 (537) 4,096 * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses which is shown separately. Notes (i) (ii) EEV basis other income and expenditure represents the post-tax IFRS basis result less the unwind of expected margins on the internal management of the assets of the covered business (as explained in note 13(a)(vii)) and an adjustment for the shareholders’ share of the pension costs attributable to the with-profits business. Solvency II and restructuring costs comprise the net of tax charge recognised on an IFRS basis and the additional amount recognised on the EEV basis for the shareholders’ share incurred by the PAC with-profits fund. (iii) The comparative results have been prepared using previously reported average exchange rates for the year. Basic earnings per share Based on post-tax operating profit including longer-term investment returns (in pence) Based on post-tax profit attributable to equity holders of the Company (in pence) Average number of shares (millions) 2015 2014 191.2p 154.8p 2,553 160.7p 170.4p 2,549 299 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information European Embedded Value (EEV) basis results continued Post-tax summarised consolidated income statement Asia operations US operations UK operations* Other income and expenditure Solvency II and restructuring costs Results of the sold PruHealth and PruProtect businesses Operating profit based on longer-term investment returns Short-term fluctuations in investment returns Effect of changes in economic assumptions Mark to market value movements on core borrowings Gain on sale of PruHealth and PruProtect† Costs of domestication of Hong Kong branch Total non-operating (loss) profit Profit for the year attributable to equity holders of the Company Note 2015 £m 2014 £m 2,422 1,815 1,261 (566) (51) – 4,881 (1,208) 57 221 – – (930) 3,951 1,978 1,534 1,140 (531) (36) 11 4,096 763 (369) (187) 44 (4) 247 4,343 5 6 * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses which is shown separately. † In November 2014, PAC completed the sale of its 25 per cent equity stake in the PruHealth and PruProtect businesses to Discovery Group Europe Limited resulting in a gain of £44 million in 2014. Movement in shareholders’ equity Profit for the year attributable to equity shareholders Items taken directly to equity: Exchange movements on foreign operations and net investment hedges Dividends New share capital subscribed Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes Reserve movements in respect of share-based payments Treasury shares Mark to market value movements on Jackson assets backing surplus and required capital Net increase in shareholders’ equity Shareholders’ equity at beginning of year: As previously reported Effect of the domestication of Hong Kong branch on 1 January 2014* Shareholders’ equity at end of year Note 2015 £m 2014 £m 3,951 4,343 244 (974) 7 25 39 (18) (76) 737 (895) 13 (11) 106 (54) 77 9 9 9 3,198 4,316 29,161 – 29,161 32,359 24,856 (11) 24,845 29,161 * On 1 January 2014, the Hong Kong branch of PAC was transferred to separate subsidiaries established in Hong Kong. The overall EEV basis effect of £(11) million represents the cost of holding higher required capital levels in the stand-alone Hong Kong shareholder-backed long-term insurance business. 300 Prudential plc Annual Report 2015 www.prudential.co.uk Movement in shareholders’ equity Comprising: Asia operations US operations UK insurance operations M&G Prudential Capital Other operations Shareholders’ equity at end of year Representing: Net assets excluding acquired goodwill and holding company net borrowings Acquired goodwill Holding company net borrowings at market value note 7 Summary statement of financial position 31 Dec 2014 £m Asset management and other operations Long-term business operations 31 Dec 2015 £m Asset management and other operations 306 182 22 1,774 70 (3,005) (651) Long-term business operations note 9 13,876 9,487 9,647 – – – 33,010 Total 14,182 9,669 9,669 1,774 70 (3,005) 32,359 12,545 8,379 8,433 – – – 29,357 32,777 233 866 1,230 33,643 1,463 29,124 233 – (2,747) (2,747) – 33,010 (651) 32,359 29,357 Total 12,819 8,536 8,452 1,572 74 (2,292) 29,161 30,666 1,463 (2,968) 29,161 274 157 19 1,572 74 (2,292) (196) 1,542 1,230 (2,968) (196) Total assets less liabilities, before deduction for insurance funds Less insurance funds:* Policyholder liabilities (net of reinsurers’ share) and unallocated surplus of with-profits funds Less shareholders’ accrued interest in the long-term business Total net assets Share capital Share premium IFRS basis shareholders’ reserves Total IFRS basis shareholders’ equity Additional EEV basis retained profit Total EEV basis shareholders’ equity (excluding non-controlling interests) * Including liabilities in respect of insurance products classified as investment contracts under IFRS 4. Net asset value per share Note 31 Dec 2015 £m 31 Dec 2014 £m 340,666 326,633 (327,711) 19,404 (308,307) (314,822) 17,350 (297,472) 9 32,359 29,161 128 1,915 10,912 12,955 19,404 32,359 128 1,908 9,775 11,811 17,350 29,161 9 9 9 Based on EEV basis shareholders’ equity of £32,359 million (2014: £29,161 million) (in pence) Number of issued shares at year end (millions) Annualised return on embedded value* 31 Dec 2015 31 Dec 2014 1,258p 2,572 1,136p 2,568 17% 16% * Annualised return on embedded value is based on EEV post-tax operating profit, as a percentage of opening EEV basis shareholders’ equity. The supplementary information on pages 299 to 328 was approved by the Board of Directors on 8 March 2016. Paul Manduca Chairman Mike Wells Group Chief Executive Nic Nicandrou Chief Financial Officer 301 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information Notes on the EEV basis results 1 Basis of preparation The EEV basis results have been prepared in accordance with the EEV Principles issued by the European Insurance CFO Forum in May 2004, subsequently supplemented by Additional Guidance on EEV Disclosure issued in October 2005. The impact of Solvency II is not reflected in these results in line with the guidance issued by the CFO Forum in October 2015 (see note 15 for further details). Where appropriate, the EEV basis results include the effects of adoption of EU-endorsed IFRS. The directors are responsible for the preparation of the supplementary information in accordance with the EEV Principles. Except for the change in presentation of the operating results for UK operations to show separately the contribution from the sold PruHealth and PruProtect businesses and the presentation of Prudential Capital as a separate segment, the 2014 results have been derived from the EEV basis results supplement to the Company’s statutory accounts for 2014. A detailed description of the EEV methodology and accounting presentation is provided in note 13. 2 Results analysis by business area The 2014 comparative results are shown below on both actual exchange rates (AER) and constant exchange rates (CER) bases. The 2014 CER comparative results are translated at 2015 average exchange rates. Annual premium and contribution equivalents (APE) note 16 Asia operations US operations UK operations* Total* 2015 £m 2014 £m % change Note 3 2,853 1,729 1,025 5,607 AER 2,237 1,556 834 4,627 CER 2,267 1,677 834 4,778 AER 28% 11% 23% 21% CER 26% 3% 23% 17% * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. Post-tax operating profit Asia operations New business Business in force Long-term business Eastspring Investments Total US operations New business Business in force Long-term business Broker-dealer and asset management Total UK operations* New business Business in force Long-term business General insurance commission Total UK insurance operations M&G Prudential Capital Total Other income and expenditure Solvency II and restructuring costs Results of the sold PruHealth and PruProtect businesses Operating profit based on longer-term investment returns 302 2015 £m 2014 £m % change Note AER CER AER CER 3 4 3 4 3 4 1,490 831 2,321 101 2,422 809 999 1,808 7 1,815 318 545 863 22 885 358 18 1,261 (566) (51) 1,162 738 1,900 78 1,978 694 834 1,528 6 1,534 259 476 735 19 754 353 33 1,140 (531) (36) 1,168 735 1,903 79 1,982 748 899 1,647 7 1,654 259 476 735 19 754 353 33 1,140 (531) (36) – 11 11 4,881 4,096 4,220 28% 13% 22% 29% 22% 17% 20% 18% 17% 18% 23% 14% 17% 16% 17% 1% (45)% 11% (7)% (42)% n/a 19% 28% 13% 22% 28% 22% 8% 11% 10% – 10% 23% 14% 17% 16% 17% 1% (45)% 11% (7)% (42)% n/a 16% Prudential plc Annual Report 2015 www.prudential.co.ukAnalysed as profit (loss) from: New business* Business in force* Total long-term business* Asset management Other results Note 3 4 2015 £m 2014 £m % change AER CER AER CER 2,617 2,375 4,992 484 (595) 4,881 2,115 2,048 4,163 470 (537) 4,096 2,175 2,110 4,285 472 (537) 4,220 24% 16% 20% 3% (11)% 19% 20% 13% 16% 3% (11)% 16% * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses, which is shown separately. Post-tax profit Operating profit based on longer-term investment returns Short-term fluctuations in investment returns Effect of changes in economic assumptions Other non-operating profit (loss) Total non-operating (loss) profit Profit for the year attributable to shareholders Basic earnings per share (in pence) Note 5 6 2015 £m 2014 £m % change AER CER AER CER 4,881 (1,208) 57 221 (930) 3,951 4,096 763 (369) (147) 247 4,343 4,220 771 (389) (147) 235 4,455 19% (258)% 115% 250% (477)% (9)% 16% (257)% 115% 250% (496)% (11)% Based on post-tax operating profit including longer-term investment returns Based on post-tax profit 191.2p 154.8p 160.7p 170.4p 165.6p 174.8p 19% (9)% 15% (11)% 2015 2014 % change AER CER AER CER 303 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information3 Analysis of new business contribution (i) Group summary Asia operations note (ii) US operations UK insurance operations Total Asia operations note (ii) US operations UK insurance operations* Total* Annual premium and contribution equivalents (APE) note 16 £m Present value of new business premiums (PVNBP) note 16 £m 2,853 1,729 1,025 5,607 15,208 17,286 9,069 41,563 Annual premium and contribution equivalents (APE) note 16 £m Present value of new business premiums (PVNBP) note 16 £m 2,237 1,556 834 4,627 12,331 15,555 7,305 35,191 2015 New business contribution note £m 1,490 809 318 2,617 2014 New business contribution note £m 1,162 694 259 2,115 New business margin APE % 52 47 31 47 PVNBP % 9.8 4.7 3.5 6.3 New business margin APE % 52 45 31 46 PVNBP % 9.4 4.5 3.5 6.0 * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. Note The increase in new business contribution of £502 million from £2,115 million for 2014 to £2,617 million for 2015 comprises an increase on a CER basis of £442 million and an increase of £60 million for foreign exchange effects. The increase of £442 million on the CER basis comprises a contribution of £377 million for higher sales volumes, a £21 million effect of higher long-term interest rates (generated by the active basis of setting economic assumptions) (analysed as Asia £(2) million, US £20 million and UK £3 million) and a £44 million impact of pricing, product and other actions. (ii) Asia operations – new business contribution by territory China Hong Kong India Indonesia Korea Taiwan Other 2015 £m 2014 £m 30 835 18 229 8 28 342 AER 27 405 12 296 11 29 382 CER 29 436 12 282 11 30 368 Total Asia operations 1,490 1,162 1,168 304 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued 4 Operating profit from business in force (i) Group summary Unwind of discount and other expected returns Effect of changes in operating assumptions Experience variances and other items Total Unwind of discount and other expected returns Effect of changes in operating assumptions Experience variances and other items Total 2015 £m Asia operations note (ii) US operations note (iii) 749 12 70 831 472 115 412 999 2014 £m Asia operations note (ii) US operations note (iii) 648 52 38 738 382 86 366 834 UK insurance operations note (iv) 488 55 2 545 UK insurance operations note (iv) 410 – 66 476 Note The movement in operating profit from business in force of £327 million from £2,048 million for 2014 to £2,375 million for 2015 comprises: Increase in unwind of discount and other expected returns: Effects of changes in: Interest rates Foreign exchange Growth in opening value and other items Year-on-year change in effects of operating assumptions, experience variances and other items Net increase in operating profit from business in force Total note 1,709 182 484 2,375 Total note 1,440 138 470 2,048 2015 £m 6 22 241 269 58 327 (ii) Asia operations Unwind of discount and other expected returns note (a) Effect of changes in operating assumptions: Mortality and morbidity note (b) Persistency and withdrawals note (c) Expense Other note (d) Experience variances and other items: Mortality and morbidity note (e) Persistency and withdrawals note (f) Expense note (g) Other including development expenses Total Asia operations 2015 £m 2014 £m 749 63 (46) (1) (4) 12 58 20 (32) 24 70 831 648 27 (17) (5) 47 52 23 44 (27) (2) 38 738 305 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information4 Operating profit from business in force continued Notes (a) (b) (c) The increase in unwind of discount and other expected returns of £101 million from £648 million for 2014 to £749 million for 2015 comprises an effect of £119 million for the growth in the opening in-force value, partially offset by a £(10) million decrease from changes in interest rates and an £(8) million decrease for foreign exchange effects. The 2015 credit of £63 million for mortality and morbidity assumptions mainly reflects the effect of lower projected mortality rates for traditional and linked business in Malaysia. The 2014 credit of £27 million reflected a number of offsetting items, including the effect of reduced projected mortality rates in Hong Kong. The 2015 charge of £(46) million for persistency assumption changes comprises positive and negative contributions from our various operations, with positive persistency updates on health and protection products being more than offset by negative effects for unit-linked business. The 2014 charge of £(17) million mainly reflected increased partial withdrawal assumptions on unit-linked business in Korea. (d) The 2014 credit of £47 million for other assumption changes reflected a number of offsetting items, including modelling improvements and those arising from (e) (f) (g) asset allocation changes in Hong Kong. The positive mortality and morbidity experience variance in 2015 of £58 million (2014: £23 million) mainly reflects better than expected experience in Hong Kong and Indonesia. The positive £20 million for persistency and withdrawals experience in 2015 (2014: £44 million) is driven mainly by favourable experience in Hong Kong. The expense experience variance in 2015 is negative £(32) million (2014: £(27) million). The variance principally arises in operations which are currently sub-scale (China, Malaysia Takaful and Taiwan) and from short-term overruns in India. (iii) US operations Unwind of discount and other expected returns note (a) Effect of changes in operating assumptions: Persistency note (b) Other Experience variances and other items: Spread experience variance note (c) Amortisation of interest-related realised gains and losses note (d) Other note (e) Total US operations 2015 £m 2014 £m 472 139 (24) 115 149 70 193 412 999 382 55 31 86 192 56 118 366 834 Notes (a) (b) The increase in unwind of discount and other expected returns of £90 million from £382 million for 2014 to £472 million for 2015 comprises a £56 million effect for the underlying growth in the in-force book, a £30 million foreign currency translation effect, and a £4 million impact of the 10 basis points increase in US 10-year treasury rates. The credit of £139 million in 2015 (2014: £55 million) for persistency assumption changes principally relates to reduced lapse rates for variable annuity business to more closely align to recent experience. The spread assumption for Jackson is determined on a longer-term basis, net of provision for defaults (see note 14 (ii)). The spread experience variance in 2015 of £149 million (2014: £192 million) includes the positive effect of transactions previously undertaken to more closely match the overall asset and liability duration. The reduction compared to the prior year reflects the effects of declining yields in the portfolio caused by the prolonged low interest rate environment. (d) The amortisation of interest-related gains and losses reflects the fact that when bonds that are neither impaired nor deteriorating are sold and reinvested there will be a consequent change in the investment yield. The realised gain or loss is amortised into the result over the year when the bonds would have otherwise matured to better reflect the long-term returns included in operating profits. (c) (e) Other experience variances of £193 million in 2015 (2014: £118 million) include the effects of positive persistency experience and other favourable experience variances. The 2015 result benefits from higher levels of tax relief from prior period adjustments. (iv) UK insurance operations Unwind of discount and other expected returns note (a) Reduction in future UK corporate tax rate note (b) Other note (c) Total UK insurance operations 2015 £m 2014 £m 488 55 2 545 410 – 66 476 Notes (a) (b) The increase in unwind of discount and other expected returns of £78 million from 2014 of £410 million to £488 million for 2015 comprises an effect of £66 million reflecting the underlying growth in the in-force book and a £12 million effect of the 20 basis points increase in gilt yields. The £55 million credit in 2015 for the change in UK corporate tax rates reflects the beneficial effect of applying lower corporation tax rates (note 14) to future life profits from in-force business in the UK. (c) Other items of £2 million (2014: £66 million) comprise the following: Longevity reinsurance note (d) Impact of specific management actions in second half of 2015 ahead of Solvency II note (e) Other items note (f) 2015 £m 2014 £m (134) 75 61 2 (8) – 74 66 (d) During 2015, we extended our longevity reinsurance programme to cover an additional £6.4 billion of annuity liabilities at a net cost of £(134) million. Of this total, some £4.8 billion was transacted in the second half of 2015 at a net cost of £(88) million. The £75 million benefit arose from the specific management actions taken in the second half of 2015 to position the balance sheet more efficiently under the new Solvency II regime. The credit of £61 million for 2015 comprises assumption updates and experience variances for mortality, expense, persistency and other items. (e) (f) 306 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued5 Short-term fluctuations in investment returns Short-term fluctuations in investment returns included in profit for the year arise as follows: (i) Group summary Asia operations note (ii) US operations note (iii) UK insurance operations note (iv) Other operations note (v) Total (ii) Asia operations The short-term fluctuations in investment returns for Asia operations comprise: Hong Kong Indonesia Singapore Taiwan Other Total Asia operations note 2015 £m 2014 £m (206) (753) (194) (55) (1,208) 439 (166) 583 (93) 763 2015 £m 2014 £m (144) (53) (104) 44 51 (206) 178 35 92 23 111 439 Note For 2015, the charge of £(144) million in Hong Kong, £(53) million in Indonesia and £(104) million in Singapore principally arise from unrealised losses on bonds backing surplus assets driven by increases in long-term interest rates (as shown in note 14(i)) and from the effect of falls in equity markets in the region. The credit of £44 million in Taiwan arises from unrealised gains on bonds following the decrease in long-term interest rates. (iii) US operations The short-term fluctuations in investment returns for US operations comprise: Investment return related experience on fixed income securities note (a) Investment return related impact due to changed expectation of profits on in-force variable annuity business in future periods based on current period separate account return, net of related hedging activity and other items note (b) Total US operations 2015 £m 2014 £m (17) 31 (736) (753) (197) (166) Notes (a) (b) The (charge) credit relating to fixed income securities comprises the following elements: – the impact on portfolio yields of changes in the asset portfolio in the year; – the excess of actual realised gains and losses over the amortisation of interest-related realised gains and losses recorded in the profit and loss account; and – credit experience (versus the longer-term assumption). This item reflects the net impact of: – changes in projected future fees and future benefit costs arising from the effect of market fluctuations on the growth in separate account asset values in the current reporting period; and – related hedging activity arising from realised and unrealised gains and losses on equity-related hedges and interest rate options, and other items. 307 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information 5 Short-term fluctuations in investment returns continued (iv) UK insurance operations The short-term fluctuations in investment returns for UK insurance operations comprise: Shareholder-backed annuity note (a) With-profits, unit-linked and other note (b) Total UK insurance operations 2015 £m 2014 £m (88) (106) (194) 310 273 583 Notes (a) (b) Short-term fluctuations in investment returns for shareholder-backed annuity business comprise: – (losses) gains on surplus assets compared to the expected long-term rate of return reflecting (increases) reductions in corporate bond and gilt yields; – the difference between actual and expected default experience; and – the effect of mismatching for assets and liabilities of different durations and other short-term fluctuations in investment returns. The £(106) million fluctuation in 2015 for with-profits, unit-linked and other business represents the impact of achieving a 3.1 per cent pre-tax return on the with-profits fund (including unallocated surplus) compared to the assumed rate of return of 5.4 per cent (2014: total return of 9.5 per cent compared to assumed rate of 5.0 per cent). This line also includes the effect of a partial hedge of future shareholder transfers expected to emerge from the UK’s with-profits sub-fund entered into to protect future shareholder with-profits transfers from declines in the UK equity market. (v) Other operations Short-term fluctuations in investment returns for other operations of £(55) million (2014: £(93) million) include unrealised value movements on investments held outside our main life operations. 6 Effect of changes in economic assumptions The effects of changes in economic assumptions for in-force business included in the profit for the year arise as follows: (i) Group summary Asia operations note (ii) US operations note (iii) UK insurance operations note (iv) Total (ii) Asia operations The effect of changes in economic assumptions for Asia operations comprises: Hong Kong Indonesia Malaysia Singapore Taiwan Other Total Asia operations note 2015 £m 2014 £m (148) 109 96 57 (269) (77) (23) (369) 2015 £m 2014 £m 100 (15) (30) (50) (97) (56) (148) (121) 25 11 (42) (21) (121) (269) Note The negative 2015 effect in Malaysia, Indonesia and Singapore reflects the impact of valuing future health and protection profits at higher discount rates, driven by the increase in long-term interest rates in these countries (see note 14(i)). The negative effect in Taiwan is driven by a decrease in fund earned rates reflecting the decline in long-term interest rates and changes to the asset portfolio mix. The positive impact in Hong Kong is driven by the effect of higher assumed future fund earned rates for participating business. 308 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued (iii) US operations The effect of changes in economic assumptions for US operations comprises: Variable annuity business Fixed annuity and other general account business Total US operations note 2015 £m 2014 £m 104 5 109 (228) 151 (77) Note For 2015, the credit of £109 million mainly reflects the increase in the assumed separate account return and reinvestment rates for variable annuity business, following the 10 basis points increase in the US treasury rate (2014: decrease of 90 basis points), resulting in higher projected fee income and a decrease in projected benefit costs. (iv) UK insurance operations The effect of changes in economic assumptions for UK insurance operations comprises: Shareholder-backed annuity business note (a) With-profits and other business note (b) Total UK insurance operations 2015 £m 2014 £m (56) 152 96 352 (375) (23) Notes (a) (b) For shareholder-backed annuity business the overall negative (2014: positive) effect reflects the change in the present value of projected spread income arising mainly from the increase (2014: reduction) in the risk discount rates as shown in note 14(iii). The credit of £152 million in 2015 reflects the net effect of changes in fund earned rates and risk discount rates (as shown in note 14 (iii)), driven by the 20 basis points increase in gilt rates (2014: decrease of 130 basis points), together with the impact from changes in the composition of the asset portfolio. 7 Net core structural borrowings of shareholder-financed operations Holding company* cash and short-term investments Core structural borrowings – central funds note Holding company net borrowings Core structural borrowings – Prudential Capital Core structural borrowings – Jackson Net core structural borrowings of shareholder- IFRS basis (2,173) 4,567 2,394 275 169 31 Dec 2015 £m Mark to market value adjustment 31 Dec 2014 £m EEV basis at market value Mark to market value adjustment EEV basis at market value IFRS basis – 353 353 – 55 (2,173) 4,920 2,747 275 224 (1,480) 3,869 2,389 275 160 – 579 579 – 42 621 (1,480) 4,448 2,968 275 202 3,445 financed operations 2,838 408 3,246 2,824 * Including central finance subsidiaries. Note In June 2015, the Company issued core structural borrowings of £600 million 5.00 per cent subordinated notes due in 2055. The proceeds, net of discount adjustment and costs, were £590 million. 309 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information8 Analysis of movement in free surplus For EEV covered business, free surplus is the excess of the regulatory basis net assets for EEV reporting purposes (net worth) over the capital required to support the covered business. Where appropriate, adjustments are made to the net worth so that backing assets are included at fair value rather than cost so as to comply with the EEV Principles. Free surplus for asset management operations and the UK general insurance commission is taken to be IFRS basis post-tax earnings and shareholders’ equity. (i) Underlying free surplus generated The 2014 comparative results are shown below on both actual exchange rates (AER) and constant exchange rates (CER) bases. The 2014 CER comparative results are translated at 2015 average exchange rates. 2015 £m 2014 £m % change AER CER AER CER Asia operations Underlying free surplus generated from in-force life business Investment in new business notes (ii)(a), (ii)(g) Long-term business Eastspring Investments note (ii)(b) Total US operations Underlying free surplus generated from in-force life business Investment in new business note (ii)(a) Long-term business Broker-dealer and asset management note (ii)(b) Total UK insurance operations* Underlying free surplus generated from in-force life business Investment in new business note (ii)(a) Long-term business General insurance commission note (ii)(b) Total M&G note (ii)(b) Prudential Capital note (ii)(b) 985 (413) 572 101 673 1,426 (267) 1,159 7 1,166 878 (65) 813 22 835 358 18 860 (346) 514 78 592 1,191 (187) 1,004 6 1,010 637 (65) 572 19 591 353 33 851 (352) 499 79 578 1,284 (201) 1,083 7 1,090 637 (65) 572 19 591 353 33 Underlying free surplus generated 3,050 2,579 2,645 Representing: Long-term business:* Expected in-force cash flows (including expected return on net assets) Effects of changes in operating assumptions, operating experience variances and other operating items Underlying free surplus generated from in-force life business Investment in new business notes (ii)(a), (ii)(g) Total long-term business* Asset management and general insurance commission note (ii)(b) Underlying free surplus generated 2,730 2,374 2,436 559 3,289 (745) 2,544 506 3,050 314 2,688 (598) 2,090 489 2,579 336 2,772 (618) 2,154 491 2,645 15% (19)% 11% 29% 14% 20% (43)% 15% 17% 15% 38% – 42% 16% 41% 1% (45)% 18% 15% 78% 22% (25)% 22% 3% 18% 16% (17)% 15% 28% 16% 11% (33)% 7% – 7% 38% – 42% 16% 41% 1% (45)% 15% 12% 66% 19% (21)% 18% 3% 15% * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. 310 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued(ii) Movement in free surplus Long-term business and asset management operations Underlying movement:* Investment in new business notes (a), (g) Business in force: Expected in-force cash flows (including expected return on net assets) Effects of changes in operating assumptions, operating experience variances and other operating items Disposal of Japan life business note (h) Gain on sale of PruHealth and PruProtect Other non-operating items note (c) Net cash flows to parent company note (d) Exchange movements, timing differences and other items note (e) Net movement in free surplus Balance at beginning of year: As previously reported Effect of domestication of Hong Kong branch† Balance at end of year Representing: Asia operations note (g) US operations UK operations Balance at beginning of year: Asia operations US operations UK operations 2015 £m 2014 £m Asset management and UK general insurance commission note (b) Long-term business note 10 Free surplus of long-term business, asset management and UK general insurance commission Free surplus of long-term business, asset management and UK general insurance commission (745) – (745) (598) 2,730 506 3,236 2,863 559 2,544 23 – (407) 2,160 (1,271) 560 1,449 4,193 – 5,642 1,503 1,567 2,572 5,642 1,347 1,416 1,430 4,193 – 506 – – (53) 453 (354) 159 258 866 – 1,124 245 166 713 1,124 213 141 512 866 559 3,050 23 – (460) 2,613 (1,625) 719 1,707 5,059 – 6,766 1,748 1,733 3,285 6,766 1,560 1,557 1,942 5,059 314 2,579 – 130 (266) 2,443 (1,482) 130 1,091 4,003 (35) 5,059 1,560 1,557 1,942 5,059 1,379 1,074 1,550 4,003 * In order to show the UK long-term business on a comparable basis, the 2014 comparative underlying movement in free surplus excludes the contribution from the sold PruHealth and PruProtect businesses. † On 1 January 2014, the Hong Kong branch of PAC was transferred to separate subsidiaries established in Hong Kong. The 2014 EEV basis results included opening adjustments arising from the transfer of capital that was previously held within the UK business in respect of the Hong Kong branch operations and additional capital requirements arising from the newly established subsidiaries with an overall effect of £(35) million. 311 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information8 Analysis of movement in free surplus continued (ii) Movement in free surplus continued Notes (a) (b) (c) Non-operating items are principally short-term fluctuations in investment returns and the effect of changes in economic assumptions for long-term Free surplus invested in new business represents amounts set aside for required capital and acquisition costs. Free surplus for asset management operations and the UK general insurance commission is taken to be IFRS basis post-tax earnings and shareholders’ equity. business operations. (d) Net cash flows to parent company for long-term business operations reflect the flows as included in the holding company cash flow at transaction rates. (e) Exchange movements, timing differences and other items represent: Exchange movements note 10 Mark to market value movements on Jackson assets backing surplus and required capital note 9 Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes Other items note (f) 2015 £m Asset management and UK general insurance commission 3 – 8 148 159 Long-term business 67 (76) 14 555 560 Total 70 (76) 22 703 719 (f) (g) Other items include the effect of intra-group loans, contingent loan repayments as shown in note 10(i), timing differences arising on statutory transfers and other non-cash items. For 2015, other items for long-term business include the effect of a classification change of £702 million from Other operations to UK insurance operations in order to align with Solvency II segmental reporting. Investment in new business includes the annual amortisation charge of amounts incurred to secure exclusive distribution rights through our bancassurance partners at a rate that reflects the pattern in which the future economic benefits are expected to be consumed by reference to new business levels. Included within the overall free surplus balance of our Asia life entities is £287 million representing unamortised amounts incurred to secure exclusive distribution rights through bancassurance partners. These amounts exclude £971 million of Asia distribution rights intangibles that are financed by loan arrangements from central companies, the costs of which are allocated to the Asia life segment as the amortisation cost is incurred. (h) The credit of £23 million in free surplus in 2015 reflects the release of required capital and transfer of value of in-force business on the completion of the sale of the Japan life business (see note 10). 312 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued 9 Reconciliation of movement in shareholders’ equity Long-term business operations 2015 £m Asia operations note (i) US operations UK insurance operations Total long-term business operations Other operations note (i) Group Total Operating profit (based on longer-term investment returns) Long-term business: New business note 3 Business in force note 4 Asset management Other results Operating profit based on longer-term investment returns Total non-operating (loss) profit Profit for the year Other items taken directly to equity Exchange movements on foreign operations and net investment hedges Intra-group dividends (including statutory transfers) and investment in operations note (ii) External dividends Other movements note (iii) Mark to market value movements on Jackson assets backing surplus and required capital Net increase in shareholders’ equity Shareholders’ equity at beginning of year Shareholders’ equity at end of year Representing: Statutory IFRS basis shareholders’ equity: Net assets (liabilities) Goodwill Total IFRS basis shareholders’ equity Additional retained profit (loss) on an EEV basis note (iv) EEV basis shareholders’ equity Balance at beginning of year: Statutory IFRS basis shareholders’ equity: Net assets (liabilities) Goodwill Total IFRS basis shareholders’ equity Additional retained profit (loss) on an EEV basis note (iv) EEV basis shareholders’ equity 1,490 831 2,321 – – 2,321 (354) 1,967 (157) (472) – (7) – 1,331 12,312 13,643 3,723 – 3,723 9,920 13,643 3,315 – 3,315 8,997 12,312 809 999 1,808 – (1) 1,807 (654) 1,153 510 (465) – (14) (76) 1,108 8,379 9,487 4,154 – 4,154 5,333 9,487 4,067 – 4,067 4,312 8,379 318 545 863 – (28) 835 (98) 737 2,617 2,375 4,992 – (29) 4,963 (1,106) 3,857 – – – 484 (566) (82) 176 94 – 353 (109) (215) – 692 – 1,214 8,433 9,647 5,118 – 5,118 4,529 9,647 3,785 – 3,785 4,648 8,433 (1,152) – 671 (76) 3,653 29,124 32,777 12,995 – 12,995 19,782 32,777 11,167 – 11,167 17,957 29,124 2,617 2,375 4,992 484 (595) 4,881 (930) 3,951 244 – (974) 53 (76) 3,198 29,161 32,359 1,152 (974) (618) – (455) 37 (418) (1,503) 1,463 11,492 1,463 (40) 12,955 (378) (418) 19,404 32,359 (819) 1,463 644 (607) 37 10,348 1,463 11,811 17,350 29,161 Notes (i) (ii) For the purposes of the table above, goodwill of £233 million (2014: £233 million) related to Asia long-term operations is included in Other operations. Intra-group dividends (including statutory transfers) represent dividends that have been declared in the year and amounts accrued in respect of statutory transfers. Investments in operations reflect increases in share capital. The amounts included in note 8 for these items are as per the holding company cash flow at transaction rates. The difference primarily relates to intra-group loans, timing differences arising on statutory transfers and other non-cash items. (iii) Other movements include the effect of a classification change of £702 million from Other operations to UK insurance operations in order to align with Solvency II segmental reporting, which has no overall effect on the Group’s EEV. Other movements also includes a credit of £25 million (2014: a charge of £(11) million) for the shareholders’ share of actuarial and other gains and losses on the defined benefit pension schemes. (iv) The additional retained loss on an EEV basis for Other operations primarily represents the mark to market value adjustment for holding company net borrowings of a charge of £(353) million (2014: £(579) million), as shown in note 7. 313 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information 10 Reconciliation of movement in net worth and value of in-force for long-term business Group Shareholders’ equity at beginning of year New business contribution note (ii) Existing business – transfer to net worth Expected return on existing business note 4 Changes in operating assumptions and experience variances note 4 Solvency II and restructuring costs Operating profit based on longer-term investment returns Disposal of Japan life business Other non-operating items Profit from long-term business Exchange movements on foreign operations and net investment hedges Intra-group dividends (including statutory transfers) and investment in operations note (i) Other movements note (v) Shareholders’ equity at end of year Representing: Asia operations Shareholders’ equity at beginning of year New business contribution note (ii) Existing business – transfer to net worth Expected return on existing business note 4 Changes in operating assumptions and experience variances note 4 Operating profit based on longer-term investment returns Disposal of Japan life business Other non-operating items Profit from long-term business Exchange movements on foreign operations and net investment hedges Intra-group dividends and investment in operations Other movements 2015 £m Required capital Total net worth 4,556 493 (355) 129 88 – 355 (48) (216) 91 57 – – 8,749 (252) 2,256 248 676 (29) 2,899 (25) (623) 2,251 124 (1,373) 595 Value of in-force business note (iii) 20,375 2,869 (2,256) 1,461 (10) – 2,064 25 (483) 1,606 229 221 – Total long-term business operations 29,124 2,617 – 1,709 666 (29) 4,963 – (1,106) 3,857 353 (1,152) 595 4,704 10,346 22,431 32,777 1,327 124 (77) 43 65 155 (48) (6) 101 (42) – – 2,674 (289) 897 73 46 727 (25) 55 757 (63) (472) (7) 9,638 1,779 (897) 676 36 1,594 25 (409) 1,210 (94) – – 12,312 1,490 – 749 82 2,321 – (354) 1,967 (157) (472) (7) Free surplus note 8 4,193 (745) 2,611 119 588 (29) 2,544 23 (407) 2,160 67 (1,373) 595 5,642 1,347 (413) 974 30 (19) 572 23 61 656 (21) (472) (7) Shareholders’ equity at end of year 1,503 1,386 2,889 10,754 13,643 US operations Shareholders’ equity at beginning of year New business contribution note (ii) Existing business – transfer to net worth Expected return on existing business note 4 Changes in operating assumptions and experience variances note 4 Solvency II and restructuring costs Operating profit based on longer-term investment returns Other non-operating items Profit from long-term business Exchange movements on foreign operations and net investment hedges Intra-group dividends Other movements 1,416 (267) 1,064 42 321 (1) 1,159 (541) 618 88 (465) (90) 1,710 284 (196) 49 22 – 159 (162) (3) 99 – – 3,126 17 868 91 343 (1) 1,318 (703) 615 187 (465) (90) 5,253 792 (868) 381 184 – 489 49 538 323 – – 8,379 809 – 472 527 (1) 1,807 (654) 1,153 510 (465) (90) Shareholders’ equity at end of year 1,567 1,806 3,373 6,114 9,487 314 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continuedUK insurance operations Shareholders’ equity at beginning of year New business contribution note (ii) Existing business – transfer to net worth Expected return on existing business note 4 Changes in operating assumptions and experience variances note 4 Solvency II and restructuring costs Operating profit based on longer-term investment returns Other non-operating items Profit from long-term business Intra-group dividends (including statutory transfers) note (i) Other movements note (v) 2015 £m Required capital Total net worth Value of in-force business note (iii) Total long-term business operations 1,519 85 (82) 37 1 – 41 (48) (7) – – 2,949 20 491 84 287 (28) 854 25 879 (436) 692 5,484 298 (491) 404 (230) – (19) (123) (142) 221 – 8,433 318 – 488 57 (28) 835 (98) 737 (215) 692 Free surplus note 8 1,430 (65) 573 47 286 (28) 813 73 886 (436) 692 Shareholders’ equity at end of year 2,572 1,512 4,084 5,563 9,647 Notes (i) For UK insurance operations, the amounts shown for intra-group dividends (including statutory transfers) in free surplus of £(436) million and in the value of in-force of £221 million include the impact of intra-group contingent loan repayments during the year. Contingent loan funding represents amounts whose repayment to the lender is contingent upon future surpluses emerging from certain contracts specified under the arrangement. If insufficient surplus emerges on those contracts, there is no recourse to other assets of the Group and the liability is not payable to the degree of shortfall. (ii) New business contribution per £1 million of free surplus invested: 2015 £m 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations UK insurance operations* Total long-term business operations Post-tax new business contribution note 3 Free surplus invested in new business 1,490 (413) 809 (267) 318 (65) 2,617 (745) 1,162 (346) 694 (187) 259 (65) 2,115 (598) Post-tax new business contribution per £1 million of free surplus invested 3.6 3.0 4.9 3.5 3.4 3.7 4.0 3.5 * In order to show the UK long-term business on a comparable basis, the 2014 comparatives exclude the contribution from the sold PruHealth and PruProtect businesses. (iii) The value of in-force business comprises the value of future margins from current in-force business less the cost of holding required capital as shown below: 31 Dec 2015 £m 31 Dec 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations UK insurance operations Total long-term business operations Value of in-force business before deduction of cost of capital and time value of guarantees Cost of capital Cost of time value of guarantees note (iv) 11,280 (438) (88) 7,355 (229) (1,012) 5,817 (254) – 24,452 (921) (1,100) 10,168 (417) (113) Net value of in-force business 10,754 6,114 5,563 22,431 9,638 5,914 (199) (462) 5,253 5,756 (272) – 21,838 (888) (575) 5,484 20,375 (iv) The increase in the cost of time value of guarantees for US operations from £(462) million in 2014 to £(1,012) million in 2015 primarily relates to variable annuity business, mainly arising from the level of equity market performance. (v) Other movements for UK insurance operations include the effect of a classification change, as discussed in note 9(iii). 315 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information 11 Expected transfer of value of in-force business to free surplus The discounted value of in-force business and required capital can be reconciled to the 2015 and 2014 totals in the tables below for the emergence of free surplus as follows: Required capital note 10 Value of in-force (VIF) note 10 Add back: deduction for cost of time value of guarantees note 10 Expected cash flow from sale of Japan life business Other items note Total 2015 £m 2014 £m 4,704 22,431 1,100 – (1,948) 26,287 4,556 20,375 575 (23) (1,382) 24,101 Note ‘Other items’ represent amounts incorporated into VIF where there is no definitive timeframe for when the payments will be made or receipts received. In particular, other items include 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 expected free surplus generation profile below. Cash flows are projected on a deterministic basis and are discounted at the appropriate risk discount rate. The modelled cash flows use the same methodology underpinning the Group’s embedded value reporting and so are subject to the same assumptions and sensitivities. The table below shows how the VIF generated by the in-force business and the associated required capital is modelled as emerging into free surplus over future years. Asia operations US operations UK insurance operations Total Asia operations US operations UK insurance operations Total Expected period of conversion of future post-tax distributable earnings and required capital flows to free surplus 2015 £m 1-5 years 6-10 years 11-15 years 16-20 years 21-40 years 40+ years 3,916 4,361 2,097 10,374 40% 2,552 2,752 1,498 6,802 26% 1,669 1,129 962 3,760 14% 2014 £m 1,115 383 576 2,074 8% 2,055 115 544 2,714 10% 551 – 12 563 2% Expected period of conversion of future post-tax distributable earnings and required capital flows to free surplus 1-5 years 6-10 years 11-15 years 16-20 years 21-40 years 40+ years 3,660 3,867 2,111 9,638 40% 2,289 2,298 1,464 6,051 25% 1,553 873 973 3,399 14% 1,026 334 606 1,966 8% 1,874 99 604 2,577 11% 457 – 13 470 2% 2015 total as shown above 11,858 8,740 5,689 26,287 100% 2014 total as shown above 10,859 7,471 5,771 24,101 100% 316 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued12 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 and the new business contribution after the effect of required capital for 2015 and 2014 to: — 1 per cent increase in the discount rates; — 1 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); — 1 per cent rise in equity and property yields; — 10 per cent fall in market value of equity and property assets (embedded value only); — The statutory minimum capital level (by contrast to EEV basis required capital), (for embedded value only); — 5 basis point increase in UK long-term expected defaults; and — 10 basis point increase in the liquidity premium for UK annuities. In each sensitivity calculation, all other assumptions remain unchanged except where they are directly affected by the revised economic conditions. New business contribution New business contribution note 3 Discount rates – 1% increase Interest rates – 1% increase Interest rates – 1% decrease Equity/property yields – 1% rise Long-term expected defaults – 5 bps increase Liquidity premium – 10 bps increase 2015 £m 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations 1,490 (260) 28 (78) 73 – – 809 (38) 80 (127) 95 – – 318 2,617 1,162 (40) 7 (9) 20 (8) 16 (338) 115 (214) 188 (8) 16 (176) 13 (52) 46 – – 694 (27) 61 (101) 73 – – UK insurance operations* Total long-term business operations 259 2,115 (38) (15) 19 12 (10) 20 (241) 59 (134) 131 (10) 20 * In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. Embedded value of long-term business operations 31 Dec 2015 £m 31 Dec 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations UK insurance operations Total long-term business operations Shareholders’ equity note 9 13,643 9,487 9,647 32,777 12,312 8,379 8,433 29,124 Discount rates – 1% increase Interest rates – 1% increase Interest rates – 1% decrease Equity/property yields – 1% rise Equity/property market values – 10% fall Statutory minimum capital Long-term expected defaults – 5 bps increase Liquidity premium – 10 bps increase (1,448) (380) 132 506 (246) 148 – – (271) (46) (93) 514 (411) 162 – – (586) (328) 426 271 (373) 4 (141) 282 (2,305) (754) 465 1,291 (1,030) 314 (141) 282 (1,214) (462) 211 435 (221) 129 – – (268) (232) 16 365 (129) 139 – – (602) (362) 452 282 (380) 4 (139) 278 (2,084) (1,056) 679 1,082 (730) 272 (139) 278 The sensitivities shown above are for the impact of instantaneous changes on the embedded value of long-term business operations and include the combined effect on the value of in-force business and net assets at the balance sheet dates indicated. If the change in assumption shown in the sensitivities were to occur, then the effect shown above would be recorded within two components of the profit analysis for the following year. These are for the effect of economic assumption changes and short-term fluctuations in investment returns. In addition to the sensitivity effects shown above, the other components of the profit for the following year would be calculated by reference to the altered assumptions, for example new business contribution and unwind of discount, together with the effect of other changes such as altered corporate bond spreads. In addition, for changes in interest rates, the effect shown above for Jackson would also be recorded within the fair value movements on assets backing surplus and required capital which are taken directly to shareholders’ equity. 317 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information12 Sensitivity of results to alternative assumptions continued (b) Sensitivity analysis – non-economic assumptions The tables below show the sensitivity of embedded value as at 31 December and the new business contribution after the effect of required capital for 2015 and 2014 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 5 per cent would represent a lapse rate of 4.5 per cent per annum); and — 5 per cent proportionate decrease in base mortality and morbidity rates (ie increased longevity). New business contribution 2015 £m 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations UK insurance operations* New business contribution note 3 1,490 809 Maintenance expenses – 10% decrease Lapse rates – 10% decrease Mortality and morbidity – 5% decrease Change representing effect on: Life business UK annuities 28 112 50 50 – 8 25 1 1 – 318 2 9 (13) 1 (14) 2,617 1,162 38 146 38 52 (14) 23 88 52 52 – 694 8 27 2 2 – 259 3 6 (20) 1 (21) * In order to show the UK long-term business on a comparable basis, the 2014 comparatives exclude the contribution from the sold PruHealth and PruProtect businesses. Embedded value of long-term business operations Total long-term business operations 2,115 34 121 34 55 (21) 31 Dec 2015 £m 31 Dec 2014 £m Asia operations US operations UK insurance operations Total long-term business operations Asia operations US operations UK insurance operations Total long-term business operations Shareholders’ equity note 9 13,643 9,487 9,647 32,777 12,312 8,379 8,433 29,124 Maintenance expenses – 10% decrease Lapse rates – 10% decrease Mortality and morbidity – 5% decrease Change representing effect on: Life business UK annuities 153 508 449 449 – 80 394 172 172 – 68 75 (299) 11 (310) 301 977 322 632 (310) 136 422 433 433 – 71 354 163 163 – 56 67 (347) 9 (356) 263 843 249 605 (356) 13 Methodology and accounting presentation (a) Methodology 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: — The present value of future shareholder cash flows from in-force covered business (value of in-force business), less deductions for: – The cost of locked-in required capital; and – The time value of cost of options and guarantees; — Locked-in required capital; and — The shareholders’ net worth in excess of required 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 13(b)(iii)) no smoothing of market or account balance values, unrealised gains or investment return is applied in determining the embedded value or profit. Separately, the analysis of profit is delineated between operating profit based on longer-term investment returns and other constituent items (as explained in note 13(b)(i)). 318 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued(i) Covered business 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, including the Group’s investments in joint venture insurance operations, for which the value of new and in-force contracts is attributable to shareholders. The post-tax EEV basis results for the Group’s covered business are then combined with the post-tax IFRS basis results of the Group’s other operations. Under the EEV Principles, the results for covered business incorporate the projected margins of attaching internal asset management, as described in note 13(a)(vii). The definition of long-term business operations is consistent with previous practice and comprises those contracts falling under the definition 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. Covered business comprises the Group’s long-term business operations, with two exceptions: — The closed Scottish Amicable Insurance Fund (SAIF) which is excluded from covered business. 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. — The presentational treatment of the Group’s principal defined benefit pension scheme, the Prudential Staff Pension Scheme (PSPS). The partial recognition of the surplus for PSPS is recognised in ‘Other’ operations. A small amount of UK group pensions business is also not modelled for EEV reporting purposes. (ii) Valuation of in-force and new business The embedded value results are prepared incorporating best-estimate assumptions about all relevant factors including levels of future investment returns, expenses, persistency, mortality and morbidity (as described in note 14). 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. New business In determining the EEV basis value of new business, 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. 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. Internal vesting business is classified as new business where the contracts include an open market option. The post-tax contribution from new business represents profits determined by applying operating assumptions as at the end of the year. For UK immediate annuity business and single premium Universal Life products in Asia, primarily in Singapore, the new business contribution is determined by applying economic assumptions reflecting point-of-sale market conditions. This is consistent with how the business is priced as crediting rates are linked to yields on specific assets and the yield is locked in when the assets are purchased at the point of sale of the policy. For other business within the Group, end-of-year economic assumptions are used. New business profitability is a key metric for the Group’s management of the development of the business. In addition, post-tax new business margins are shown by reference to annual premium equivalents (APE) and the present value of new business premiums (PVNBP). These margins are calculated as the percentage of the value of new business profit to APE and PVNBP. APE is calculated as the aggregate of regular new business amounts and one-tenth of single new business amounts. PVNBP is 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. Valuation movements on investments With the exception of debt securities held by Jackson, investment gains and losses during the year (to the extent that changes in capital values do not directly match changes in liabilities) are included directly in the profit for the year and shareholders’ equity as they arise. The results for any covered business conceptually reflect 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. 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, broadly speaking, are held 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 Jackson securities classified as available-for-sale, movements in unrealised appreciation (depreciation) on these securities are accounted for in equity rather than in the income statement, as shown in the movement in shareholders’ equity. 319 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information13 Methodology and accounting presentation continued (iii) 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 required 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 (post-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 required capital is held within a with-profits long-term 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 required capital. (iv) Financial options and guarantees Nature of financial options and guarantees in Prudential’s long-term business Asia 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 Hong Kong, Singapore and Malaysia. Participating products have both guaranteed and non-guaranteed elements. There are also various non-participating long-term products with guarantees. The principal guarantees are those for whole-of-life contracts with floor levels of policyholder benefits that accrue at rates set at inception and do not vary subsequently with market conditions. US operations (Jackson) The principal financial 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 1.0 per cent to 5.5 per cent for both years, depending on the particular product, jurisdiction where issued, and date of issue. For 2015, 87 per cent (2014: 86 per cent) of the account values on fixed annuities are for policies with guarantees of 3 per cent or less. The average guarantee rate is 2.6 per cent (2014: 2.7 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 specified contract anniversary. These guarantees include benefits that are payable at specified dates during the accumulation period (Guaranteed Minimum Withdrawal Benefit (GMWB)), as death benefits (Guaranteed Minimum Death Benefits (GMDB)) or as income benefits (Guaranteed Minimum Income Benefits (GMIB)). These guarantees generally protect the policyholder’s value in the event of poor equity market performance. Jackson hedges the GMDB and GMWB guarantees through the use of equity options and futures contracts, and fully reinsures the GMIB guarantees. 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 are of a similar nature to those described above for fixed annuities. UK insurance operations For covered business the only significant financial options and guarantees in the UK insurance operations arise in the with-profits fund. 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 PAC with-profits fund also held a provision on the Pillar I Peak 2 basis of £47 million at 31 December 2015 (31 December 2014: £50 million) to honour guarantees on a small number of guaranteed annuity option products. The Group’s main exposure to guaranteed annuity options in the UK is through the non-covered business of SAIF. A provision on the Pillar I Peak 2 basis of £412 million was held in SAIF at 31 December 2015 (31 December 2014: £549 million) to honour the guarantees. As described in note 13(a)(i), the assets and liabilities are wholly attributable to the policyholders of the fund. Therefore the movement in the provision has no direct impact on shareholders. 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 time value of the financial options and guarantees. The economic assumptions used for the stochastic calculations are consistent with those used for the deterministic calculations. Assumptions specific to the stochastic calculations 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 notes 14(iv), (v) and (vi). 320 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continuedIn 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 investment allocation decisions, levels of reversionary and terminal bonuses and credited rates. 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 which explains how regular and final bonus rates within the discretionary framework are determined, subject to the general legislative requirements applicable. (v) Level of required capital In adopting the EEV Principles, Prudential has based required capital on its internal targets subject to it being at least the local statutory minimum requirements. 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 required capital requirements. For shareholder-backed business the following capital requirements apply: — Asia operations: the level of required capital has been set to an amount at least equal to the higher of local statutory requirements and the internal target; — US operations: the level of required capital has been set at 250 per cent of the risk-based capital required by the National Association of Insurance Commissioners (NAIC) at the Company Action Level (CAL); and — UK insurance operations: the capital requirements are set to an amount at least equal to the higher of Solvency I Pillar I and Pillar II requirements for shareholder-backed business of UK insurance operations as a whole. (vi) With-profits business and the treatment of the estate The proportion of surplus allocated to shareholders from the PAC with-profits fund has been based on the present level of 10 per cent. The value attributed to the shareholders’ interest in the estate is derived by increasing final bonus rates (and related shareholder transfers) so as to exhaust the estate over the lifetime of the in-force with-profits business. In any 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. Similar principles apply, where appropriate, for other with-profits funds of the Group’s Asia operations. (vii) Internal asset management The new business and in-force results from long-term business include the projected value of profits or losses from asset management and service companies that support the Group’s covered insurance businesses. The results of the Group’s asset management operations include the current year profits from the management of both internal and external funds. EEV basis shareholders’ other income and expenditure is adjusted to deduct the unwind of the expected internal asset management profit margin for the year. The deduction is on a basis consistent with that used for projecting the results for covered insurance business. Group operating profit accordingly includes the variance between actual and expected profit in respect of management of the covered business assets. (viii) Allowance for risk and risk discount rates Overview Under the EEV Principles, discount rates used to determine the present value of future cash flows are set by reference 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 an overall Group market beta but instead reflects the expected volatility associated with the cash flows for each product category 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. The risk margin represents the aggregate of the allowance for market risk, additional allowance for credit risk where appropriate, and allowance for non-diversifiable non-market risk. No allowance is required for non-market risks where these are assumed to be fully diversifiable. Market risk allowance The allowance for market risk represents the beta multiplied by an equity risk premium. Except for UK shareholder-backed annuity business (as explained below) such an approach has been used for the Group’s businesses. 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. These 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 reflect the most recent product mix to produce appropriate betas and risk discount rates for each major product grouping. 321 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information13 Methodology and accounting presentation continued Additional credit risk allowance The Group’s methodology is to allow appropriately for credit risk. The allowance for total credit risk is to cover: — Expected long-term defaults; — Credit risk premium (to reflect the volatility in downgrade and default levels); and — Short-term downgrades and defaults. These allowances are initially reflected in determining best estimate returns and through the market risk allowance described above. However, for those businesses largely backed by holdings of debt securities, these allowances in the projected returns and market risk allowances may not be sufficient and an additional allowance may be appropriate. The practical application of the allowance for credit risk varies depending upon the type of business as described below: Asia operations For Asia operations, the allowance for credit risk incorporated in the projected rates of return and the market risk allowance are sufficient. Accordingly no additional allowance for credit risk is required. The projected rates of return for holdings of corporate bonds comprise the risk-free rate plus an assessment of long-term spread over the risk-free rate. US operations (Jackson) For Jackson business, the allowance for long-term defaults is reflected in the risk margin reserve (RMR) charge which is deducted in determining the projected spread margin between the earned rate on the investments and the policyholder crediting rate. The risk discount rate incorporates an additional allowance for credit risk premium and short-term downgrades and defaults as shown in note 14(ii). In determining this allowance a number of factors have been considered. These factors, in particular, include: — How much of the credit spread on debt securities represents an increased credit risk not reflected in the RMR long-term default assumptions, and how much is liquidity premium (which is the premium required by investors to compensate for the risk of longer- term investments which cannot be easily converted into cash, and converted at the fair market value). In assessing this effect, consideration has been given to a number of approaches to estimating the liquidity premium by considering recent statistical data; and — Policyholder benefits for Jackson fixed annuity business are not fixed. It is possible in adverse economic scenarios to pass on a component of credit losses to policyholders (subject to guarantee features) through lower investment return rates credited to policyholders. Consequently, it is only necessary to allow for the balance of the credit risk in the risk discount rate. The level of the additional allowance is assessed at each reporting period to take account of prevailing credit conditions and as the business in force alters over time. The additional allowance for variable annuity business has been set at one-fifth of the non-variable annuity business to reflect the proportion of the allocated holdings of general account debt securities. The level of allowance differs from that for UK annuity business for investment portfolio differences and to take account of the management actions available in adverse economic scenarios to reduce crediting rates to policyholders, subject to guarantee features of the products. UK operations (1) Shareholder-backed annuity business For Prudential’s UK shareholder-backed annuity business, Prudential has used a market consistent embedded value (MCEV) approach to derive an implied risk discount rate which is then applied to the projected best estimate cash flows. In the annuity MCEV calculations, as the assets are generally held to maturity to match long duration liabilities, the future cash flows are discounted using the swap yield curve plus an allowance for liquidity premium based on Prudential’s assessment of the expected return on the assets backing the annuity liabilities after allowing for: — Expected long-term defaults, derived as a percentage of historical default experience based on Moody’s data for the period 1970 to 2009, and the definition of the credit rating assigned to each asset held is the second highest credit rating published by Moody’s, Standard & Poor’s and Fitch; — A credit risk premium, derived as the excess over the expected long-term defaults, of the 95th percentile of historical cumulative defaults based on Moody’s data for the period 1970 to 2009, and subject to a minimum margin over expected long-term defaults of 50 per cent; — An allowance for a 1-notch downgrade of the asset portfolio subject to credit risk; and — An allowance for short-term downgrades and defaults. For the purposes of presentation in the EEV results, the results on this basis are reconfigured. Under this approach the projected earned rate of return on the debt securities held is determined after allowing for expected long-term defaults and, where necessary, an additional allowance for an element of short-term downgrades and defaults to bring the allowance in the earned rate up to best estimate levels. The allowances for credit risk premium, 1-notch downgrade and the remaining element of short-term downgrade and default allowances are incorporated into the risk margin included in the discount rate, shown in note 14(iii). 322 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued(2) With-profits fund non-profit annuity business For UK non-profit annuity business including that attributable to the PAC with-profits fund, the basis for determining the aggregate allowance for credit risk is consistent with that applied for UK shareholder-backed annuity business (as described above). The allowance for credit risk for this business is taken into account in determining the projected cash flows to the with-profits fund, which are in turn discounted at the risk discount rate applicable to all of the projected cash flows of the fund. (3) With-profits fund holdings of debt securities The UK with-profits fund holds debt securities as part of its investment portfolio backing policyholder liabilities and unallocated surplus. The assumed earned rate for with-profits holdings of corporate bonds is defined as the risk-free rate plus an assessment of the long-term spread over gilts, net of expected long-term defaults. This approach is similar to that applied for equities and properties for which the projected earned rate is defined as the risk-free rate plus a long-term risk premium. Allowance for non-diversifiable non-market risks The majority of non-market and non-credit 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 applied. A base level allowance of 50 basis points is applied to cover the non-diversifiable non-market risks associated with the Group’s businesses. For the Group’s US business and UK business other than shareholder-backed annuity, no additional allowance is necessary. For UK shareholder-backed annuity business a further allowance of 50 basis points is used to reflect the longevity risk which is of particular relevance. For the Group’s Asia operations in China, Indonesia, the Philippines, Taiwan, Thailand and Vietnam, additional allowances are applied for emerging market risk ranging from 100 to 250 basis points. (ix) 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 principal exchange rates are shown in note A1 of the IFRS statements. (x) Taxation In determining the post-tax profit for the year for covered business, the overall tax rate includes the impact of tax effects determined on a local regulatory basis. Tax payments and receipts included in the projected cash flows to determine the value of in-force business are calculated using rates that have been announced and substantively enacted by the end of the reporting year. (xi) Inter-company arrangements The EEV results for covered business incorporate annuities established in the PAC non-profit sub-fund from vesting pension policies in SAIF (which is not covered business). The EEV results also incorporate the effect of the reinsurance arrangement of non-profit immediate pension annuity liabilities of SAIF to PRIL. In addition, the free surplus and value of in-force business are calculated after taking account of the impact of contingent loan arrangements between Group companies (movements in the contingent loan liability are reflected via the projected cash flows in the value of in-force, and the related funding is reflected in free surplus). (b) Accounting presentation (i) Analysis of post-tax profit To the extent applicable, the presentation of the EEV post-tax profit for the year is consistent in the classification between operating and non-operating results with the basis that the Group applies for the analysis of IFRS basis results. Operating results reflect underlying results including longer-term investment returns (which are determined as described in note 13(b)(ii) below) and incorporate the following: — New business contribution, as defined in note 13(a)(ii); — Unwind of discount on the value of in-force business and other expected returns, as described in note 13(b)(iii); — The impact of routine changes of estimates relating to non-economic assumptions, as described in note 13(b)(iv); and — Non-economic experience variances, as described in note 13(b)(v). In order to show the UK long-term business result on a comparable basis, the presentation of 2014 results has been adjusted to show the results of the sold PruHealth and PruProtect businesses separately. Non-operating results comprise the recurrent items of: — Short-term fluctuations in investment returns; — The mark to market value movements on core borrowings; and — The effect of changes in economic assumptions. In addition, non-operating profit includes: — The effect on free surplus generated from the disposal of the Japan life business in 2015; — The gain on sale of the PruHealth and PruProtect businesses in 2014; and — The costs associated with the domestication of the Hong Kong branch which became effective on 1 January 2014. Total profit attributable to shareholders and basic earnings per share include these items, together with actual investment returns. The Group believes that operating profit, as adjusted for these items, better reflects underlying performance. 323 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information13 Methodology and accounting presentation continued (ii) Investment returns included in operating profit For the investment element of the assets covering the net worth of long-term insurance business, investment returns are recognised in operating results at the expected long-term rate of return. These expected returns are calculated by reference to the asset mix of the portfolio. For the purpose of calculating the longer-term investment return to be included in the operating result of the PAC with-profits fund of UK operations, where assets backing the liabilities and unallocated surplus are subject to market volatility, asset values at the beginning of the reporting period are adjusted to remove the effects of short-term market movements as explained in note 13(b)(iii) below. For the purpose of determining the long-term returns for debt securities of US operations for fixed annuity and other general account business, 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 end-of-year risk-free rates and equity risk premium. For US variable annuity separate account business, operating profit includes the unwind of discount on the opening value of in-force adjusted to reflect end-of-year projected rates 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 projected yield on the asset portfolio and the allowance for default risk. The net effect of these changes is included in the result for the year. (iii) Unwind of discount and other expected returns The unwind of discount and other expected returns is determined by reference to: — The value of in-force business at the beginning of the year (adjusted for the effect of current period economic and operating assumption changes); and — Required capital and surplus assets. In applying this general approach, the unwind of discount included in operating profit for the with-profits business of UK insurance operations is determined by reference to the opening value of in-force, as adjusted for the effects of short-term investment volatility due to market movements (ie smoothed). In the summary statement of financial position and for total profit reporting, asset values and investment returns are not smoothed. At 31 December 2015 the shareholders’ interest in the smoothed surplus assets used for this purpose only, were £58 million lower (31 December 2014: £194 million lower) than the surplus assets carried in the statement of financial position. (iv) Effect of changes in operating assumptions Operating profit includes the effect of changes to non-economic assumptions on the value of in-force at the end of the year. For presentational purposes, the effect of change is delineated to show the effect on the opening value of in-force as operating assumption changes, with the experience variance subsequently being determined by reference to the end-of-year assumptions (see note 13(b)(v) below). (v) Operating experience variances Operating profit includes the effect of experience variances on non-economic assumptions, such as persistency, mortality and morbidity, expenses and other factors, which are calculated with reference to the end-of-year assumptions. (vi) Effect of changes in economic assumptions Movements in the value of in-force business at the beginning of the year caused by changes in economic assumptions, net of the related change in the time value of cost of options and guarantees, are recorded in non-operating results. 14 Assumptions Principal economic assumptions The EEV basis results for the Group’s operations have been determined using economic assumptions where the long-term expected rates of return on investments and risk discount rates are set by reference to year end rates of return on government bonds. Expected returns on equity and property asset classes and corporate bonds are derived by adding a risk premium, based on the Group’s long-term view, to the risk-free rate. 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 profit with the efforts and risks of current management actions, particularly with regard to business sold during the year. 324 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued (i) Asia operations notes (b), (c) China Hong Kong notes (b), (c) Indonesia Korea Malaysia note (c) Philippines Singapore note (c) Taiwan Thailand Vietnam Total weighted risk discount rate note (a) Risk discount rate % New business 31 Dec In force 31 Dec 2015 9.4 3.7 12.8 6.1 6.6 11.3 4.3 4.0 9.3 13.8 5.9 2014 10.2 3.7 12.0 6.7 6.6 10.8 4.3 4.2 9.5 14.0 6.9 2015 9.4 3.7 12.8 5.7 6.7 11.3 5.1 3.9 9.3 13.8 6.4 2014 10.2 3.7 12.0 6.5 6.6 10.8 5.0 4.1 9.5 14.0 6.6 10-year government bond yield % Expected long-term inflation % 31 Dec 31 Dec 2015 2014 2015 2014 2.9 2.3 8.9 2.1 4.2 4.6 2.6 1.0 2.5 7.1 3.7 2.2 7.9 2.6 4.1 4.0 2.3 1.6 2.7 7.2 2.5 2.3 5.0 3.0 2.5 4.0 2.0 1.0 3.0 5.5 2.5 2.3 5.0 3.0 2.5 4.0 2.0 1.0 3.0 5.5 Notes (a) (b) (c) The weighted risk discount rates for Asia operations shown above have been determined by weighting each country’s risk discount rates by reference to the post-tax EEV basis new business result and the closing value of in-force business. The changes in the risk discount rates for individual Asia territories reflect the movements in government bond yields, together with the effects of movements in the allowance for market risk and changes in product mix. For Hong Kong, the assumptions shown are for US dollar denominated business. For other territories, the assumptions are for local currency denominated business. Equity risk premiums in Asia range from 3.5 per cent to 8.6 per cent (2014: from 3.5 per cent to 8.7 per cent). The mean equity return assumptions for the most significant equity holdings of the Asia operations were: Hong Kong Malaysia Singapore (ii) US operations Assumed new business spread margins:* Fixed annuity business:† January to June issues July to December issues Fixed index annuity business: January to June issues July to December issues Institutional business Allowance for long-term defaults included in projected spread note 13 (a)(viii) Risk discount rate: Variable annuity: Risk discount rate Additional allowance for credit risk included in risk discount rate note 13 (a)(viii) Non-variable annuity: Risk discount rate Additional allowance for credit risk included in risk discount rate note 13 (a)(viii) Weighted average total: New business In force US 10-year treasury bond rate at end of year Pre-tax expected long-term nominal rate of return for US equities Expected long-term rate of inflation Equity risk premium S&P equity return volatility note (v) * Including the proportion of variable annuity business invested in the general account and fixed index annuity business, the assumed spread margin grades up linearly by 25 basis points to a long-term assumption over five years. † Including the proportion of variable annuity business invested in the general account. 31 Dec 2015 % 31 Dec 2014 % 6.3 10.2 8.6 6.2 10.1 8.3 31 Dec 2015 % 31 Dec 2014 % 1.25 1.5 1.5 1.75 0.7 0.24 6.8 0.2 3.9 1.0 6.7 6.2 2.3 6.3 2.8 4.0 18.0 1.5 1.5 2.0 2.0 0.7 0.25 6.9 0.2 3.9 1.0 6.7 6.2 2.2 6.2 2.8 4.0 18.0 325 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information14 Assumptions continued (iii) UK insurance operations Shareholder-backed annuity business: Risk discount rate:note New business In force Pre-tax expected long-term nominal rate of return for shareholder-backed annuity business: note New business In force Other business: Risk discount rate:* New business In force Pre-tax expected long-term nominal rates of investment return: UK equities Overseas equities Property 15-year gilt rate Corporate bonds Expected long-term rate of inflation Equity risk premium * The 2014 risk discount rates exclude the sold PruHealth and PruProtect businesses. 31 Dec 2015 % 31 Dec 2014 % 5.7 7.4 3.5 3.5 5.6 5.7 6.5 6.9 4.1 3.2 5.5 5.9 6.4 6.3 to 9.4 5.2 2.4 4.1 3.1 4.0 6.2 6.2 to 9.0 4.9 2.2 3.8 3.0 4.0 Note For shareholder-backed annuity business, the movements in the pre-tax long-term nominal rates of return and risk discount rates for new and in-force businesses reflect the effect of changes in asset yields (based on average yields for new business). Stochastic assumptions Details are given below of the key characteristics of the models used to determine the time value of the financial options and guarantees as referred to in note 13(a)(iv). (iv) Asia operations — The stochastic cost of guarantees is primarily of significance for the Hong Kong, Korea, Malaysia, Singapore and Taiwan operations. — The principal asset classes are government and corporate bonds. — The asset return models are similar to the models as described for UK insurance operations below. — The volatility of equity returns ranges from 18 per cent to 35 per cent, and the volatility of government bond yields ranges from 0.9 per cent to 2.3 per cent for both years. (v) US operations (Jackson) — Interest rates and equity returns are projected using a log-normal generator reflecting historical market data. — Corporate bond returns are based on treasury yields plus a spread that reflects current market conditions. — The volatility of equity returns ranges from 18 per cent to 27 per cent, and the standard deviation of interest rates ranges from 2.2 per cent to 2.5 per cent for both years. (vi) UK insurance operations — Interest rates are projected using a stochastic interest rate model calibrated to the current market yields. — Equity returns are assumed to follow a log-normal distribution. — The corporate bond return is calculated based on a risk-free bond return plus a mean-reverting spread. — Property returns are also modelled on a risk-free bond return plus a risk premium with a stochastic process reflecting total property returns. — The standard deviation of equities and property ranges from 15 per cent to 20 per cent for both years. 326 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continuedOperating assumptions 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. 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. 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. For mature business, it is Prudential’s policy not to take credit for future cost reduction programmes until the savings have been delivered. For businesses which are currently sub-scale (China, Malaysia Takaful and Taiwan), and India (where the business model is being adapted as the industry continues to adjust to regulatory changes), expense overruns are reported where these are expected to be short-lived. For Asia operations, the expenses comprise costs borne directly and recharged costs from the Asia regional head office, that are attributable to covered business. The assumed future expenses for these operations also include projections of these future recharges. Development expenses are charged as incurred. Corporate expenditure, which is included in other income and expenditure, comprises: — Expenditure for Group head office, to the extent not allocated to the PAC with-profits funds, together with Solvency II implementation and restructuring costs, which are charged to the EEV basis results as incurred; and — Expenditure of the Asia regional head office that is not allocated to the covered business or asset management operations which is charged as incurred. These costs are primarily for corporate related activities and are included within corporate expenditure. Tax rates The assumed long-term effective tax rates for operations reflect the incidence of taxable profits and losses in the projected cash flows as explained in note 13(a)(x). The local standard corporate tax rates applicable for the most significant operations are as follows: Standard corporate tax rates Asia operations: Hong Kong Indonesia Malaysia Singapore US operations UK operations† % 16.5* 25.0 2015: 25.0; from 2016: 24.0 17.0 35.0 2015: 20.0; from 2017: 19.0; from 2020: 18.0 * 16.5 per cent on 5 per cent of premium income † The impact of the reductions in future UK corporate tax rates on the opening value of in-force business is £55 million as shown in note 4(iv)(b). 15 Effect of Solvency II on EEV basis results on 1 January 2016 The Solvency II framework is effective from 1 January 2016. For our operations in Asia and the US, there is no impact on the EEV results since Solvency II does not act as the local constraint on the ability to distribute profits to the Group. The EEV basis results and profile of free surplus generation for these businesses will continue to be driven by local regulatory and target capital requirements. For the UK insurance operations Solvency II will impact the EEV results as it changes the local regulatory valuation of net worth and capital requirements, affecting the components of the EEV and the expected profile of free surplus generation. In line with guidance provided by the CFO Forum in October 2015, the impact of Solvency II on the UK EEV has not been included in the results presented in this section. An early estimate on the likely impact of Solvency II on the EEV net worth and value of in-force business is provided in section II(i) of the additional unaudited information. 327 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information 16 New business premiums and contributions note (i) Group insurance operations Asia US UK note (iv) Group total note (iv) Asia insurance operations Cambodia Hong Kong Indonesia Malaysia Philippines Singapore Thailand Vietnam SE Asia operations including Hong Kong China note (ii) Korea Taiwan India note (iii) Single Regular Annual premium and contribution equivalents (APE) note 13(a)(ii) Present value of new business premiums (PVNBP) note 13(a)(ii) 2015 £m 2014 £m 2015 £m 2014 £m 2015 £m 2014 £m 2015 £m 2014 £m 2,120 17,286 8,463 2,272 15,555 6,681 2,641 – 179 2,010 – 166 2,853 1,729 1,025 2,237 1,556 834 15,208 17,286 9,069 12,331 15,555 7,305 27,869 24,508 2,820 2,176 5,607 4,627 41,563 35,191 – 546 230 100 146 454 69 6 – 419 280 117 121 677 92 4 1,551 308 182 45 34 1,710 239 212 83 28 8 1,158 303 201 44 264 88 82 2,148 111 123 127 132 3 603 357 189 39 289 74 61 1,615 81 92 116 106 8 1,213 326 211 59 309 95 83 2,304 142 141 131 135 3 645 385 201 51 357 83 61 38 7,007 1,224 1,208 287 2,230 422 343 16 3,861 1,619 1,284 248 2,683 392 247 1,786 105 113 124 109 12,759 739 780 442 488 10,350 550 609 462 360 Total Asia insurance operations 2,120 2,272 2,641 2,010 2,853 2,237 15,208 12,331 US insurance operations Variable annuities Elite Access (variable annuity) Fixed annuities Fixed index annuities Wholesale Total US insurance operations UK and Europe insurance operations note (iv) Individual annuities Bonds Corporate pensions Individual pensions Income drawdown Other products Total retail note (iv) Wholesale 11,977 3,144 477 458 1,230 10,899 3,108 527 370 651 17,286 15,555 565 3,327 175 1,185 1,024 679 6,955 1,508 1,065 2,934 92 508 352 20 4,971 1,710 Total UK and Europe insurance operations note (iv) 8,463 6,681 – – – – – – – – 135 32 – 12 179 – 179 – – – – – – 1,198 314 48 46 123 1,090 311 53 37 65 11,977 3,144 477 458 1,230 10,899 3,108 527 370 651 1,729 1,556 17,286 15,555 – – 138 22 – 6 166 – 166 57 333 152 150 102 80 874 151 1,025 106 294 147 72 35 9 663 171 834 565 3,328 600 1,295 1,024 749 7,561 1,508 1,065 2,937 592 595 352 54 5,595 1,710 9,069 7,305 Group total note (iv) 27,869 24,508 2,820 2,176 5,607 4,627 41,563 35,191 Notes (i) The tables shown above are provided as an indicative volume measure of transactions undertaken in the reporting year 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. (ii) New business in China is included at Prudential’s 50 per cent interest in the China life operation. (iii) New business in India is included at Prudential’s 26 per cent interest in the India life operation. (iv) The 2014 UK and Europe insurance operations comparatives have been adjusted to exclude the contribution from the sold PruHealth and PruProtect businesses (APE sales of £23 million and PVNBP of £166 million), following the disposal of our 25 per cent interest in the businesses in November 2014. 328 Prudential plc Annual Report 2015 www.prudential.co.ukNotes on the EEV basis results continued Statement of directors’ responsibilities in respect of the European Embedded Value (EEV) basis supplementary information The directors have chosen to prepare supplementary information in accordance with the EEV Principles issued in May 2004 by the European CFO Forum as supplemented by the Additional Guidance on EEV Disclosures issued in October 2005 and the Additional Guidance on the impact of Solvency II issued in October 2015. When compliance with the EEV Principles is stated, those principles require the directors to prepare supplementary information in accordance with the Embedded Value Methodology (EVM) contained in the EEV Principles and to disclose and explain any non-compliance with the EEV guidance included in the EEV Principles. In preparing the EEV supplementary information, the directors have: — Prepared the supplementary information in accordance with the EEV Principles; — Identified and described the business covered by the EVM; — Applied the EVM consistently to the covered business; — Determined assumptions on a realistic basis, having regard to past, current and expected future experience and to any relevant external data, and then applied them consistently; — Made estimates that are reasonable and consistent; and — Described the basis on which business that is not covered business has been included in the supplementary information, including any material departures from the accounting framework applicable to the Group’s financial statements. 329 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcIndependent auditor’s report to Prudential plc on the European Embedded Value (EEV) basis supplementary information The purpose of this report and restrictions on its use by persons other than the Company This report is made solely to the Company in accordance with the terms of our engagement. Our audit work has been undertaken so that we might state to the Company those matters we have been engaged to state in this 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 for our audit work, for this report, or for the opinions we have formed. Rees Aronson for and on behalf of KPMG LLP Chartered Accountants London 8 March 2016 Respective responsibilities of directors and auditor As explained more fully in the directors’ responsibilities statement set out on page 329, the directors have accepted responsibility for the preparation of the supplementary information on the EEV basis in accordance with the EEV Principles. Our responsibility is to audit, and express an opinion on, the supplementary information in accordance with the terms of our engagement and in accordance with International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of an audit of financial statements performed in accordance with ISAs (UK and Ireland) A description of the scope of an audit of financial statements is provided on our website at www.kpmg.com/uk/ auditscopeother2014 This report is made subject to important explanations regarding our responsibilities, as published on that website, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. Opinions and conclusions arising from our audit Our opinion on the EEV basis supplementary information is unmodified We have audited the EEV basis supplementary information of Prudential plc (the Company) for the year ended 31 December 2015 set out in the EEV basis results and Notes on the EEV basis results pages. The EEV basis supplementary information should be read in conjunction with the Group financial statements. In our opinion, the EEV basis supplementary information of the Company for the year ended 31 December 2015 has been properly prepared, in all material respects, in accordance with the European Embedded Value Principles issued in May 2004 by the European CFO Forum as supplemented by the Additional Guidance on European Embedded Value Disclosures issued in October 2005 and the Additional Guidance on the impact of Solvency II issued in October 2015 (together ‘the EEV Principles’) using the methodology and assumptions set out in the Notes on the EEV basis results. This report is made solely to the Company in accordance with the terms of our engagement. Our audit work has been undertaken so that we might state to the Company those matters we have been engaged to state in this 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 for our audit work, for this report, or for the opinions we have formed. 330 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional information 332 Index to the additional unaudited financial information 358 Risk factors 364 Glossary 368 Shareholder information 371 How to contact us Scholarship scheme The Prudential scholarship scheme in Ghana and Kenya will help more than 700 students to complete their secondary school education. Find out more on page 62. 7 Our communities 331 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationIndex to the additional unaudited financial information I. IFRS profit and loss information 333 a Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver b Asia operations – analysis of IFRS operating profit by territory c Analysis of asset management operating profit based on longer-term investment returns d Contribution to UK Life financial metrics from specific management actions undertaken to position the balance sheet more effectively under the new Solvency II regime Other information a Holding company cash flow b Funds under management c Solvency II capital position at 31 December 2015 d IGD capital position at 31 December 2015 e Reconciliation of expected transfer of value of in-force business (VIF) and required capital to free surplus f Foreign currency source of key metrics g Option schemes h Selected historical financial information of Prudential i Effect of Solvency II on EEV basis results on 1 January 2016 338 339 340 II. 341 342 343 346 347 350 351 353 355 332 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information I: IFRS profit and loss information a Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver This schedule classifies the Group’s pre-tax operating earnings from long-term insurance operations into the underlying drivers of those profits, using the following categories: — Spread income represents the difference between net investment income (or premium income in the case of the UK annuities new business) and amounts credited to certain policyholder accounts. It excludes the operating investment return on shareholder net assets, which has been separately disclosed as expected return on shareholder assets. — Fee income represents profits driven by net investment performance, being asset management fees that vary with the size of the underlying policyholder funds net of investment management expenses. — With-profits business represents the gross of tax shareholders’ transfer from the with-profits fund for the year. — Insurance margin primarily represents profits derived from the insurance risks of mortality and morbidity. — Margin on revenues primarily represents amounts deducted from premiums to cover acquisition costs and administration expenses. — Acquisition costs and administration expenses represent expenses incurred in the year attributable to shareholders. It excludes items such as restructuring costs and Solvency II costs which are not included in the segment profit for insurance as well as items that are more appropriately included in other sources of earnings lines (eg investment expenses are netted against investment income as part of spread income or fee income as appropriate). — DAC adjustments comprise DAC amortisation for the year, excluding amounts related to short-term fluctuations in investment returns, net of costs deferred in respect of new business. Analysis of pre-tax IFRS operating profit by source and margin analysis of Group long-term insurance business The following analysis expresses certain of the Group’s sources of operating profit as a margin of policyholder liabilities or other suitable driver. Details on the calculation of the Group’s average policyholder liability balances are given in note (iv). 2015 £m Asia US UK Total Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: Acquisition costs note (i) Administration expenses DAC adjustments note (vi) Expected return on shareholder assets 153 162 45 783 1,732 (1,161) (701) 124 72 1,209 746 1,672 – 796 – (939) (828) 218 26 1,691 Impact of specific management actions in second half of 2015 ahead of Solvency II – – 258 62 269 180 179 (86) (159) (2) 127 828 339 1,157 1,896 314 1,759 1,911 (2,186) (1,688) 340 225 3,728 339 Long-term business operating profit 1,209 1,691 1,167 4,067 See notes at the end of this section. Average liability note (iv) 73,511 125,380 106,749 Total bps note (ii) 157 151 29 5,607 206,423 (39)% (82) Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: Acquisition costs note (i) Administration expenses DAC adjustments note (vi) Expected return on shareholder assets Long-term business operating profit See notes at the end of this section. Asia US 125 155 43 675 1,545 (1,031) (618) 92 64 1,050 734 1,402 – 670 – (887) (693) 191 14 1,431 2014 AER £m UK note (v) 272 61 255 73 176 (96) (143) (6) 137 729 Total 1,131 1,618 298 1,418 1,721 (2,014) (1,454) 277 215 3,210 Average liability note (iv) 67,252 110,955 101,290 Total bps note (ii) 168 146 29 4,627 186,049 (44)% (78) 333 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationI: IFRS profit and loss information continued a Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver continued Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: Acquisition costs note (i) Administration expenses DAC adjustments note (vi) Expected return on shareholder assets Long-term business operating profit See notes at the end of this section. Asia US 126 154 44 669 1,532 (1,025) (615) 92 63 1,040 791 1,511 – 722 – (956) (747) 206 16 1,543 Margin analysis of long-term insurance business – Asia Long-term business Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: 2015 Average liability note (iv) £m 11,039 16,088 17,446 Margin note (ii) bps 139 101 26 Profit £m 153 162 45 783 1,732 Profit £m 125 155 43 675 1,545 Acquisition costs note (i) Administration expenses DAC adjustments note (vi) Expected return on shareholder assets Operating profit (1,161) 2,853 (701) 27,127 124 72 (258) (41)% (1,031) (618) 92 64 1,209 1,050 See notes at the end of this section. 2014 CER £m note (iii) UK note (v) 272 61 255 73 176 (96) (143) (6) 137 729 Asia 2014 AER Average liability note (iv) £m 9,183 14,987 14,823 2,237 24,170 Average liability note (iv) 69,628 116,507 101,653 Total bps note (ii) 171 148 29 4,778 194,588 (43)% (77) Total 1,189 1,726 299 1,464 1,708 (2,077) (1,505) 292 216 3,312 2014 CER note (iii) Average liability note (iv) £m 9,333 14,967 15,186 Margin note (ii) bps 135 103 29 2,267 24,300 (45)% (253) Margin note (ii) bps 136 103 29 Profit £m 126 154 44 669 1,532 (46)% (1,025) (615) (256) 92 63 1,040 Analysis of Asia operating profit drivers: — Spread income increased by 21 per cent at constant exchange rates to £153 million in 2015, predominantly reflecting the growth of the Asia non-linked policyholder liabilities. — Fee income increased by 5 per cent at constant exchange rates from £154 million in 2014 to £162 million in 2015, broadly in line with the increase in movement in average unit-linked liabilities. — Insurance margin increased by 17 per cent at constant exchange rates to £783 million in 2015, predominantly reflecting the continued growth of the in-force book, which contains a relatively high proportion of risk-based products. — Margin on revenues increased by £200 million at constant exchange rates to £1,732 million in 2015, primarily reflecting higher premium income recognised in the year. — Acquisition costs increased by 13 per cent at constant exchange rates (AER 13 per cent) to £1,161 million in 2015, compared to the 26 per cent increase in APE sales (AER 28 per cent increase), resulting in a decrease in the acquisition costs ratio. The analysis above uses shareholder acquisition costs as a proportion of total APE sales. If with-profits APE sales were excluded from the denominator the acquisition cost ratio would become 68 per cent (2014: 66 per cent at CER), the small increase being the result of changes to product and country mix. — Administration expenses increased by 14 per cent at constant exchange rates to £701 million in 2015 as the business continues to expand. At constant exchange rates, the administration expense ratio has increased from 253 basis points in 2014 to 258 basis points in 2015, the result of changes to product and country mix. 334 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued Margin analysis of long-term insurance business – US 2015 Average liability note (iv) £m 30,927 86,921 Margin note (ii) bps 241 192 Profit £m 746 1,672 796 US 2014 AER Average liability note (iv) £m 28,650 72,492 Margin note (ii) bps 256 193 Profit £m 734 1,402 670 Profit £m 791 1,511 722 2014 CER note (iii) Average liability note (iv) £m 30,876 78,064 Long-term business Spread income Fee income Insurance margin Expenses: Acquisition costs note (i) Administration expenses DAC adjustments Expected return on shareholder assets Operating profit (939) 1,729 (828) 125,380 218 26 1,691 (54)% (66) (887) 1,556 (693) 108,984 191 14 1,431 (57)% (64) (956) 1,677 (747) 117,393 206 16 1,543 See notes at the end of this section. Margin note (ii) bps 256 194 (57)% (64) Analysis of US operating profit drivers: — Spread income declined by 6 per cent at constant exchange rates (AER increased by 2 per cent) to £746 million in 2015. The reported spread margin decreased to 241 basis points from 256 basis points in 2014 primarily due to lower investment yields. Spread income benefited from swap transactions previously entered into to more closely match the asset and liability duration. Excluding this effect, the spread margin would have been 166 basis points (2014 CER: 182 basis points and AER: 183 basis points). — Fee income increased by 11 per cent at constant exchange rates (AER 19 per cent) to £1,672 million in 2015, primarily due to higher average separate account balances reflecting positive net cash flows from variable annuity business. Fee income margin has remained broadly in line with the prior year at 192 basis points (2014 CER: 194 basis points and AER: 193 basis points). — Insurance margin represents operating profits from insurance risks, including variable annuity guarantees and other sundry items. Insurance margin increased to £796 million in 2015 compared to £722 million in the previous year at constant exchange rates, primarily due to higher fee income from variable annuity guarantees following positive net flows in recent periods into variable annuity business with guarantees. REALIC contributed £215 million to this total (2014: £233 million at constant exchange rates). — Acquisition costs, which are commissions and expenses incurred to acquire new business, including those that are not deferrable, decreased in absolute terms at constant exchange rates in line with trends observed in recent years. As a percentage of APE sales, acquisition costs have decreased to 54 per cent, compared to 57 per cent in 2014. This is due to the continued increase in producers selecting asset-based commissions which are treated as an administrative expense in this analysis, rather than front-end commissions. — Administration expenses increased to £828 million in 2015 compared to £747 million for 2014 at constant exchange rates (AER £693 million), primarily as a result of higher asset-based commissions paid on the larger 2015 separate account balance subject to these trail commissions. These are paid on policy anniversary dates and are treated as an administration expense in this analysis. Excluding these trail commissions, the resulting administration expense ratio would be unchanged at 36 basis points (2014: CER 36 basis points and AER 36 basis points). 335 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationI: IFRS profit and loss information continued a Analysis of long-term insurance business pre-tax IFRS operating profit based on longer-term investment returns by driver continued Analysis of pre-tax operating profit before and after acquisition costs and DAC adjustments 2015 £m 2014 AER £m Other operating profits Acquisition costs Incurred Deferred Total Other operating profits Acquisition costs Incurred Deferred Total Other operating profits 2014 CER £m note (iii) Acquisition costs Incurred Deferred Total Total operating profit before acquisition costs and DAC adjustments Less new business strain Other DAC adjustments – amortisation of previously deferred acquisition costs: Normal (Accelerated)/ Decelerated 2,412 2,412 2,127 2,127 2,293 2,293 (939) 734 (205) (887) 678 (209) (956) 731 (225) (514) (514) (2) (2) (474) (474) (13) (13) (511) (511) (14) (14) Total 2,412 (939) 218 1,691 2,127 (887) 191 1,431 2,293 (956) 206 1,543 Margin analysis of long-term insurance business – UK Long-term business Spread income Fee income With-profits Insurance margin Margin on revenues Expenses: Acquisition costs note (i) Administration expenses DAC adjustments Expected return on shareholders’ assets Impact of specific management actions in second half of 2015 ahead of Solvency II Operating profit See notes at the end of this section. Profit £m 258 62 269 180 179 (86) (159) (2) 127 828 339 1,167 2015 Average liability note (iv) £m 31,545 22,371 89,303 UK Margin note (ii) bps 82 28 30 1,025 53,916 (8)% (29) 2014 note (v) Average liability note (iv) £m 29,419 23,476 86,467 Margin note (ii) bps 92 26 29 834 52,895 (12)% (27) Profit £m 272 61 255 73 176 (96) (143) (6) 137 729 – 729 336 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued Analysis of UK operating profit drivers: — Spread income reduced from £272 million in 2014 to £258 million in 2015, mainly due to lower annuity new business profit post the reforms brought about by Pension Freedoms. — Fee income principally represents asset management fees from unit-linked business, including direct investment only business to group pension schemes, where liability flows are driven by a small number of large single mandate transactions and fee income mostly arises within our UK asset management business. Excluding these schemes, the fee margin on the remaining balances was 43 basis points (2014: 41 basis points). — With-profits transfers increased from £255 million in 2014 to £269 million in 2015, due to an increase in terminal bonus rates. — Insurance margin increased to £180 million in 2015, reflecting the higher contribution from longevity reinsurance transactions undertaken during the first half of the year, positive experience in the year and the modest net effect of the annual review of assumptions. — Margin on revenues represents premium charges for expenses and other sundry net income received by the UK. The 2015 margin remained stable at £179 million compared to the previous year. — Acquisition costs incurred declined to £86 million, equivalent to 8 per cent of total APE sales in 2015 (2014: 12 per cent). The decline reflects a shift in business mix towards with-profits business where acquisition costs are funded by the estate. The acquisition cost ratio is also distorted by the high contribution to APE of bulk annuity sales in the year, where acquisition costs are comparatively lower. Acquisition costs expressed as a percentage of shareholder-backed APE sales (excluding the bulk annuity transactions) were 36 per cent (2014: 36 per cent). — Administration expenses increased by £16 million to £159 million in 2015 largely due to increased spend associated with UK pension reforms. — The contribution from specific management actions undertaken in the second half of 2015 to position the balance sheet more effectively under the new Solvency II regime was £339 million. Further explanation and analysis is provided in Additional Unaudited IFRS Financial Information section I(d). Notes to sources of earnings tables (i) The ratio for acquisition costs is calculated as a percentage of APE sales including with-profits sales. Acquisition costs include only those relating to shareholder- backed business. (ii) Margin represents the operating return earned in the year as a proportion of the relevant class of policyholder liabilities excluding unallocated surplus. (iii) The 2014 comparative information has been presented at AER and CER so as to eliminate the impact of exchange translation. CER results are calculated by translating prior year results using the current year foreign exchange rates. All CER profit figures have been translated at current year average rates. For Asia CER average liability calculations, the policyholder liabilities have been translated using current year opening and closing exchange rates. For the US CER average liability calculations, the policyholder liabilities have been translated at the current year month end closing exchange rates. See also note A1. (iv) For UK and Asia, opening and closing policyholder liabilities have been used to derive an average balance for the year, as a proxy for average balances throughout the year. The calculation of average liabilities for Jackson is derived from month end balances throughout the year as opposed to opening and closing balances only. Average liabilities for spread income are based on the general account liabilities to which spread income attaches. Average liabilities used to calculate the administrative expense margin exclude the REALIC liabilities reinsured to third parties prior to the acquisition by Jackson. In order to show the UK long-term business on a comparable basis, the 2014 comparative results exclude the contribution from the sold PruHealth and PruProtect businesses. (v) (vi) The DAC adjustments contain a charge of £3 million in respect of joint ventures in 2015 (2014: AER credit of £11 million). 337 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information I: IFRS profit and loss information continued b Asia operations – analysis of IFRS operating profit by territory Operating profit based on longer-term investment returns for Asia operations is analysed as follows: Hong Kong Indonesia Malaysia Philippines Singapore Thailand Vietnam South-east Asia operations including Hong Kong China India Korea Taiwan Other Non-recurrent items note (ii) Total insurance operations note (i) Development expenses Total long-term business operating profit Eastspring Investments Total Asia operations 2015 £m AER 2014 £m CER 2014 £m 2014 AER vs 2015 2014 CER vs 2015 150 356 120 32 204 70 86 1,018 32 42 38 25 (4) 62 1,213 (4) 1,209 115 1,324 109 309 118 28 214 53 72 903 13 49 32 15 (9) 49 1,052 (2) 1,050 90 1,140 118 295 107 29 213 54 75 891 14 49 32 15 (9) 50 1,042 (2) 1,040 91 1,131 38% 15% 2% 14% (5)% 32% 19% 13% 146% (14)% 19% 67% 56% 27% 15% 100% 15% 28% 16% 27% 21% 12% 10% (4)% 30% 15% 14% 129% (14)% 19% 67% 56% 24% 16% 100% 16% 26% 17% Notes (i) Analysis of operating profit between new and in-force business The result for insurance operations comprises amounts in respect of new business and business in force as follows: New business strain* Business in force Non-recurrent itemsnote (ii) Total 2015 £m 2014 £m (4) 1,155 62 1,213 AER (18) 1,021 49 1,052 CER (23) 1,015 50 1,042 * The IFRS new business strain corresponds to approximately 0.1 per cent of new business APE premiums for 2015 (2014: approximately 0.8 per cent of new business APE). The strain reflects the aggregate of the pre-tax regulatory basis strain to net worth after IFRS adjustments for deferral of acquisition costs and deferred income where appropriate. (ii) Other non-recurrent items of £62 million in 2015 (2014: £49 million) represent a number of items none of which are individually significant and that are not anticipated to reoccur in subsequent years. 338 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued c Analysis of asset management operating profit based on longer-term investment returns M&G note (ii) Eastspring Investments note (ii) 2015 £m Prudential Capital Operating income before performance-related fees Performance-related fees Operating income (net of commission) note (i) Operating expense note (i) Share of associate’s results Group’s share of tax on joint ventures’ operating profit Operating profit based on longer-term investment returns Average funds under management Margin based on operating income* Cost/income ratio† 939 22 961 (533) 14 – 442 304 3 307 (176) – (16) 115 £252.5bn 37bps 57% £85.1bn 36bps 58% 118 – 118 (99) – – 19 M&G note (ii) Eastspring Investments notes (ii),(iii) 2014 £m Prudential Capital Operating income before performance-related fees Performance-related fees Operating income (net of commission) note (i) Operating expense note (i) Share of associate’s results Group’s share of tax on joint ventures’ operating profit Operating profit based on longer-term investment returns Average funds under management Margin based on operating income* Cost/income ratio† 954 33 987 (554) 13 – 446 240 1 241 (140) – (11) 90 £250.0bn 38bps 58% £68.8bn 35bps 59% 130 – 130 (88) – – 42 US Total 321 – 321 (310) – – 11 1,682 25 1,707 (1,118) 14 (16) 587 US Total 303 – 303 (291) – – 12 1,627 34 1,661 (1,073) 13 (11) 590 Notes (i) Operating income and expense includes the Group’s share of contribution from joint ventures (but excludes any contribution from associates). In the income statement as shown in note B2 of the IFRS financial statements, these amounts are netted, tax deducted and shown as a single amount. (ii) M&G and Eastspring Investments can be further analysed as follows: 2015 2014 2015 2014 M&G Operating income before performance-related fees Margin of FUM* bps Institutional‡ £m 87 84 357 361 Margin of FUM* bps 19 20 Eastspring Investments Operating income before performance-related fees Margin of FUM* bps Institutional‡ £m 61 60 116 101 Margin of FUM* bps 21 22 Total £m 939 954 Total £m 304 240 Retail £m 582 593 Retail £m 188 139 Margin of FUM* bps 37 38 Margin of FUM* bps 36 35 * Margin represents operating income before performance-related fees as a proportion of the related funds under management (FUM). Monthly closing internal and external funds managed by the respective entity have been used to derive the average. Any funds held by the Group’s insurance operations which are managed by third parties outside of the Prudential Group are excluded from these amounts. † Cost/income ratio represents cost as a percentage of operating income before performance-related fees. ‡ Institutional includes internal funds. 339 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information I: IFRS profit and loss information continued d Contribution to UK Life financial metrics from specific management actions undertaken to position the balance sheet more effectively under the new Solvency II regime In the second half of 2015 and ahead of securing Solvency II internal model approval, a number of specific actions were taken by Prudential’s UK life business to position the balance sheet more efficiently under the new regime. These actions included extending the reinsurance of longevity risk to cover £8.7 billion of annuity liabilities (on a Pillar 1 basis) by the end of 2015 (end 2014: programme covered £2.3 billion of liabilities). It also included the repositioning of the fixed income asset portfolio, increasing to 95 per cent the proportion that would benefit from the matching adjustment under Solvency II. The effect of these actions on the UK’s long-term IFRS operating profit, underlying free surplus generation and EEV operating profit, is shown in the tables below. IFRS operating profit of UK long-term business Shareholder annuity new business In-force business: Longevity reinsurance transactions Impact of specific management actions ahead of Solvency II With-profits and other in-force Total Life IFRS operating profit Underlying free surplus generation of UK long-term business Expected in-force and return on net worth Longevity reinsurance transactions Impact of specific management actions ahead of Solvency II Changes in operating assumptions, experience variances and Solvency II and other restructuring costs Underlying free surplus generated from in-force business New business strain Total underlying free surplus generation EEV post-tax operating profit of UK long-term business Unwind of discount and other expected return Longevity reinsurance transactions Impact of specific management actions ahead of Solvency II Changes in operating assumptions and experience variances Operating profit from in-force business New business profit Total post-tax Life EEV operating profit First half 2015 Second half 2015 Full year 2015 Full year 2014 66 61 – 61 309 436 57 170 169 339 335 731 123 231 169 400 644 1,167 162 30 – 30 537 729 First half 2015 Second half 2015 Full year 2015 Full year 2014 310 52 – 52 (10) 352 (57) 295 310 148 75 223 (7) 526 (8) 518 620 200 75 275 (17) 878 (65) 813 571 30 – 30 36 637 (65) 572 First half 2015 Second half 2015 Full year 2015 Full year 2014 245 (46) – (46) 57 256 155 411 243 (88) 75 (13) 59 289 163 452 488 (134) 75 (59) 116 545 318 863 410 (8) – (8) 74 476 259 735 340 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued II: Other information a Holding company cash flow Net cash remitted by business units: UK net remittances to the Group UK Life fund paid to the Group Shareholder-backed business: Other UK paid to the Group Total UK net remittances to the Group US remittances to the Group Asia net remittances to the Group Asia paid to the Group: Long-term business Other operations Group invested in Asia: Long-term business Other operations (including funding of regional head office costs) Total Asia net remittances to the Group M&G remittances to the Group PruCap remittances to the Group Net remittances to the Group from business units Net interest paid Tax received Corporate activities Solvency II costs Total central outflows Operating holding company cash flow before dividend* Dividend paid Operating holding company cash flow after dividend* Non-operating net cash flow† Total holding company cash flow Cash and short-term investments at beginning of year Foreign exchange movements Cash and short-term investments at end of year 2015 £m 2014 £m 200 131 331 470 494 74 568 (5) (96) (101) 467 302 55 1,625 (290) 145 (193) (16) (354) 1,271 (974) 297 376 673 1,480 20 2,173 193 132 325 415 453 60 513 (3) (110) (113) 400 285 57 1,482 (335) 198 (193) (23) (353) 1,129 (895) 234 (978) (744) 2,230 (6) 1,480 * Including central finance subsidiaries. † Non-operating net cash flow is principally for corporate transactions for distribution rights and acquired subsidiaries and issue and repayment of subordinated debt. 341 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued b Funds under management (a) Summary Business area: Asia operations US operations UK operations Prudential Group funds under management note (i) External funds note (ii) Total funds under management Notes (i) Prudential Group funds under management of £357.0 billion (2014: £341.6 billion) comprise: Total investments per the consolidated statement of financial position Less: investments in joint ventures and associates accounted for using the equity method Investment properties which are held for sale or occupied by the Group (included in other IFRS captions) Internally managed funds held in joint ventures Prudential Group funds under management 2015 £bn 2014 £bn 54.0 134.6 168.4 357.0 151.6 508.6 49.0 123.6 169.0 341.6 154.3 495.9 2015 £bn 2014 £bn 352.0 (1.0) 0.4 5.6 357.0 337.4 (1.0) 0.3 4.9 341.6 (ii) External funds shown above as at 31 December 2015 of £151.6 billion (2014: £154.3 billion) comprise £162.7 billion (2014: £167.2 billion) of funds managed by M&G and Eastspring Investments as shown in note (b) below less £11.1 billion (2014: £12.9 billion) that are classified within Prudential Group’s funds. (b) Investment products – external funds under management 1 January Market gross inflows Redemptions Market exchange translation and other movements 31 December Eastspring Investments note 30,133 110,396 (103,360) 2015 £m M&G 2014 £m Group total Eastspring Investments note M&G Group total 137,047 33,626 (40,634) 167,180 144,022 (143,994) (882) (3,634) (4,516) 36,287 126,405 162,692 22,222 82,440 (77,001) 2,472 30,133 125,989 38,017 (30,930) 148,211 120,457 (107,931) 3,971 6,443 137,047 167,180 Note The £162.7 billion (2014: £167.2 billion) investment products comprise £156.7 billion (2014: £162.4 billion) plus Asia Money Market Funds of £6.0 billion (2014: £4.8 billion). (c) M&G and Eastspring Investments – total funds under management External funds under management Internal funds under management Total funds under management Eastspring Investments M&G 2015 £bn note 2014 £bn note 2015 £bn 2014 £bn 36.3 52.8 89.1 30.1 47.2 77.3 126.4 119.7 246.1 137.0 127.0 264.0 Note The external funds under management for Eastspring Investments include Asia Money Market Funds at 31 December 2015 of £6.0 billion (2014: £4.8 billion). 342 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continuedc Solvency II capital position at 31 December 2015 The estimated Group Solvency II surplus at 31 December 2015 was £9.7 billion, before allowing for the 2015 second interim ordinary and special dividend. Estimated Group Solvency II capital position Own funds Solvency capital requirement Surplus Solvency ratio These results allow for: 31 December 2015 £bn 20.1 10.4 9.7 193% — Capital in Jackson in excess of 250 per cent of the US local Risk Based Capital requirement. As agreed with the Prudential Regulation Authority, this is incorporated in the result above as follows: – Own funds: represent Jackson’s local US Risk Based available capital less 100 per cent of the US Risk Based Capital requirement (Company Action Level); and – Solvency Capital Requirement: represent 150 per cent of Jackson’s local US Risk Based Capital requirement (Company Action Level); — Non-recognition of a portion of Solvency II surplus capital relating to the Group’s Asia life operations, reflecting regulatory prudence; — Matching adjustment for UK annuities, based on the 31 December 2015 calibration published by the European Insurance and Occupational Pensions Authority; and — Transitional measures which have the effect of preserving the Solvency II surplus for our UK business at the same level as under Solvency I, for business written before 1 January 2016. The Group’s Solvency II capital surplus excludes: — Diversification benefits between Jackson and the rest of the Group; — Surplus in ring-fenced with-profits funds including the shareholders’ share of the estate of with-profits funds; and — Surplus in pension funds. Analysis of movement in capital position We previously reported our economic capital results at year end 2013 and year end 2014 before there was certainty in the final outcome of Solvency II and before we received internal model approval. The Solvency II results now reflect the output from our approved internal model under the final Solvency II rules. Allowing for this change in basis, the movement from the previously reported economic capital basis solvency surplus at 31 December 2014 to the Solvency II approved internal model surplus at 31 December 2015 is set out in the table below: Analysis of movement in Group surplus Economic capital surplus as at 1 January 2015 Operating experience Non-operating experience (including market movements) Other capital movements Subordinated debt issuance Foreign currency translation impacts Dividends paid Methodology and calibration changes Changes to Own Funds (net of transitionals) and Solvency Capital Requirement calibration strengthening Effect of partial derecognition of Asia Solvency II surplus Estimated Solvency II surplus as at 31 December 2015 The movement in Group surplus over 2015 is driven by: £bn 9.7 2.4 (0.6) 0.6 0.2 (1.0) (0.2) (1.4) 9.7 — Operating experience of £2.4 billion: generated by in-force business and new business written in 2015, including £0.4 billion of benefit from the specific actions taken in the second half of the year to position the balance sheet more efficiently under the new Solvency II regime; — Non-operating experience of £0.6 billion: mainly arising from negative market experience during the year; and — Other capital movements: comprising an increase in capital from subordinated debt issuance, a gain from positive foreign currency translation effects and a reduction in surplus from payment of dividends. In addition, the methodology and calibration changes arising from Solvency II relate to: — A £0.2 billion reduction in surplus due to an increase in the Solvency Capital Requirement from strengthening of internal model calibrations, mainly relating to longevity risk, operational risk, credit risk and correlations, and a corresponding increase in the risk margin, which is partially offset by UK transitionals; and — A £1.4 billion reduction in surplus due to the negative impact of Solvency II rules for ‘contract boundaries’ and a reduction in the capital surplus of the Group’s Asia life operations, as agreed with the Prudential Regulation Authority. 343 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued c Solvency II capital position at 31 December 2015 continued The change in US treatment from including 150 per cent, rather than 250 per cent of US Risk Based Capital (Company Action Level) in the Group Solvency Capital Requirement, is offset by a corresponding reduction in the Group Own Funds and therefore has no impact on surplus despite the positive impact on the solvency ratio. The impacts above, including the impact of the change in basis from economic capital to Solvency II, represent an overall reduction in the Group solvency ratio from 218 per cent to 193 per cent. Analysis of movement in Group solvency position (£ billion) Economic capital position at 1 January 2015 Capital generation and other movements Methodology and calibration changes Changes to Own Funds (net of transitionals) and Solvency Capital Requirement calibration strengthening Effect of partial derecognition of Asia Solvency II surplus US Risk Based Capital treatment Estimated Solvency II position at 31 December 2015 Own Funds 17.9 2.0 2.3 (1.4) (0.7) 20.1 Solvency Capital Requirement 8.2 0.4 2.5 – (0.7) 10.4 Surplus 9.7 1.6 (0.2) (1.4) – 9.7 Solvency ratio 218% 13% (32)% (12)% 6% 193% Analysis of Group Solvency Capital Requirements The split of the Group’s estimated Solvency Capital Requirement by risk type, including the capital requirements in respect of Jackson’s risk exposures based on 150 per cent of US Risk Based Capital requirements (Company Action Level) but with no diversification between Jackson and the rest of the Group, is as follows: Split of the Group’s estimated Solvency Capital Requirements Market Equity Credit Yields (interest rates) Other Insurance Mortality/morbidity Lapse Longevity Operational/expense FX translation Reconciliation of IFRS equity to Group Solvency II Own Funds Reconciliation of IFRS equity to Group Solvency II Own Funds IFRS shareholders’ equity Restate US insurance entities from IFRS onto local US statutory basis Remove DAC, goodwill and intangibles Add subordinated-debt Impact of risk margin (net of transitionals) Add value of shareholder-transfers Liability valuation differences Increase in value of net deferred tax liabilities (resulting from valuation differences above) Other Estimated Solvency II Own Funds 344 31 December 2015 31 December 2015 % of undiversified Solvency Capital Requirements % of diversified Solvency Capital Requirements 55% 11% 28% 13% 3% 27% 5% 14% 8% 11% 7% 72% 16% 47% 6% 3% 20% 2% 14% 4% 7% 1% 31 December 2015 £bn 13.0 (1.5) (3.7) 4.4 (2.5) 3.1 8.6 (0.9) (0.4) 20.1 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continuedThe key items of the reconciliation are: — £1.5 billion represents the adjustment required to the Group’s shareholders’ funds in order to convert Jackson’s contribution from an IFRS basis to the local statutory valuation basis. This item also reflects a derecognition of Own Funds of £0.7 billion, equivalent to the value of 100 per cent of Risk Based Capital requirements (Company Action Level), as agreed with the Prudential Regulation Authority; — £3.7 billion due to the removal of DAC, goodwill and intangibles from the IFRS balance sheet; — £4.4 billion due to the addition of subordinated debt which is treated as available capital under Solvency II but as a liability under IFRS; — £2.5 billion due to the inclusion of a risk margin for UK and Asia non-hedgeable risks, net of transitionals, all of which are not applicable under IFRS; — £3.1 billion due to the inclusion of the value of future shareholder transfers from with-profits business (excluding the shareholders’ share of the with-profits estate, for which no credit is given under Solvency II), which is excluded from the determination of the Group’s IFRS shareholders’ funds; — £8.6 billion due to differences in insurance valuation requirements between Solvency II and IFRS, with Solvency II Own Funds partially capturing the value of in-force business which is excluded from IFRS; — £0.9 billion due to the impact on the valuation of deferred tax assets and liabilities resulting from the other valuation differences noted above; and — £0.4 billion due to other items, including the impact of revaluing loans, borrowings and debt from IFRS to Solvency II. Sensitivity analysis At 31 December 2015, the estimated sensitivity of the Group Solvency II surplus to significant changes in market conditions is as follows: — An instantaneous 20 per cent fall in equity markets would reduce surplus by £1.0 billion and reduce the solvency ratio to 186 per cent; — A 40 per cent fall in equity markets (comprising an instantaneous 20 per cent fall followed by a further 20 per cent fall over a four-week period) would reduce surplus by £1.8 billion and reduce the solvency ratio to 179 per cent; — A 50 basis points reduction in interest rates (subject to a floor of zero and allowing for transitional recalculation) would reduce surplus by £1.1 billion and reduce the solvency ratio to 179 per cent; — A 100 basis points increase in interest rates (allowing for transitional recalculation) would increase surplus by £1.1 billion and increase the solvency ratio to 210 per cent; and — A 100 basis points increase in credit spreads (with credit defaults of 10 times the expected level in Jackson) would reduce surplus by £1.2 billion and reduce the solvency ratio to 187 per cent. UK Solvency II capital position1, 2 On the same basis as above, the estimated UK Solvency II surplus at 31 December 2015 was £3.3 billion. This relates to shareholder- backed business including the shareholders’ share of future with-profits transfers, but excludes the shareholders’ share of the estate in line with Solvency II requirements. While the surplus position of the UK with-profits funds remains strong on a Solvency II basis, it is ring-fenced from the shareholder balance sheet and is therefore excluded from both the Group and the UK shareholder Solvency II surplus results. The estimated UK with-profits funds Solvency II surplus at 31 December 2015 was £3.2 billion. Estimated Solvency II capital position Own Funds Solvency Capital Requirement Surplus Solvency ratio 31 December 2015 £bn UK shareholder UK with-profits 10.5 7.2 3.3 146% 7.6 4.4 3.2 175% The UK with-profits funds surplus has reduced from £3.7 billion at 30 June 2015 to £3.2 billion at 31 December 2015. This is principally due to an increase in the equity backing ratio of the Prudential Assurance Company with-profits sub-fund by 5 per cent, in order to utilise the strength of the fund in line with the Principles and Practices of Financial Management, and strong new business growth. Notes 1 2 The UK shareholder capital position represents the consolidated capital position of the shareholder funds of Prudential Assurance Company Ltd and all its subsidiaries. The UK with-profits capital position includes the Prudential Assurance Company with-profits sub-fund, the Scottish Amicable Insurance Fund and the defined charge participating sub-fund. 345 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued c Solvency II capital position at 31 December 2015 continued Reconciliation of UK with-profits IFRS unallocated surplus to Solvency II Own Funds2 Reconciliation of UK with-profits funds IFRS unallocated surplus of UK with-profits funds Existing adjustments from IFRS to Solvency I in Capital Position Statement: Value of shareholder transfers Other valuation differences With-profits fund estate (Solvency I Pillar 1 Peak 2 basis) Adjustments to Solvency II: Risk margin (net of transitional) Other valuation differences Estimated Solvency II Own Funds 31 December 2015 £bn 10.5 (2.1) (0.7) 7.7 (0.7) 0.6 7.6 A reconciliation from IFRS to Solvency I is disclosed annually in the Capital Position Statement in the Group IFRS financial statements. The additional reconciling items to Solvency II mainly reflect the risk margin net of transitionals, with other items including differences in the definition of the risk-free rate and the matching adjustment impact for non-profit annuity liabilities within the with-profits funds. UK shareholder sensitivity analysis At 31 December 2015, the estimated sensitivity of the UK shareholder Solvency II surplus to significant changes in market conditions is as follows: — An instantaneous 20 per cent fall in equity markets would reduce surplus by £0.4 billion; — A 40 per cent fall in equity markets would reduce surplus by £0.8 billion; — A 50 basis points reduction in interest rates (subject to a floor of zero and allowing for transitional recalculation) would reduce surplus by £0.7 billion; — A 100 basis points increase in interest rates (allowing for transitional recalculation) would increase surplus by £0.9 billion; — A 100 basis points increase in credit spreads would reduce surplus by £0.2 billion; and — 15 per cent of the UK annuity portfolio downgrading by one whole letter rating would reduce surplus by £0.5 billion. Statement of independent review The methodology, assumptions and overall result have been subject to examination by KPMG LLP. d IGD capital position at 31 December 2015 Up to 31 December 2015, Prudential was subject to the capital adequacy requirements of the European Union Insurance Groups Directive as implemented by the Prudential Regulation Authority in the UK. The Insurance Groups Directive capital surplus represents the aggregated surplus capital (on a Prudential Regulation Authority consistent basis) of the Group’s regulated subsidiaries less the Group’s borrowings. No diversification benefit is recognised. We estimate that our Insurance Groups Directive capital surplus is £5.5 billion at 31 December 2015 (before taking into account 2015 second interim ordinary and special dividends), with available capital covering our capital requirements 2.5 times. This compares to a capital surplus of £4.7 billion at the end of 2014 (before taking into account the 2014 final dividend). The movements in 2015 mainly comprise: — Net capital generation (inclusive of market and foreign exchange movements) mainly through operating earnings (in-force releases less investment in new business, net of tax) of £1.8 billion; and — £0.6 billion of subordinated debt issuance. Offset by: — Final 2014 dividend of £0.7 billion and first interim 2015 dividend of £0.3 billion; and — External financing costs and other central costs, net of tax, of £0.6 billion. IGD surplus represents the accumulation of surpluses across all of our operations based on local regulatory minimum capital requirements with some adjustments, pursuant to the requirements of Solvency I. The calculation does not fully adjust capital requirements for risk nor does it capture the true economic value of assets. The UK shareholder capital position represents the consolidated capital position of the shareholder funds of Prudential Assurance Company Ltd and all its subsidiaries. The UK with-profits capital position includes the Prudential Assurance Company with-profits sub-fund, the Scottish Amicable Insurance Fund and the defined charge participating sub-fund. Notes 1 2 346 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continuede Reconciliation of expected transfer of value of in-force business (VIF) and required capital to free surplus The tables below show how the value of in-force business (VIF) generated by the in-force long-term business and the associated required capital is modelled as emerging into free surplus over the next 40 years. Although a small amount (less than 3 per cent) of the Group’s embedded value emerges after this date, analysis of cash flows emerging in the years shown in the tables is considered most meaningful. The modelled cash flows use the same methodology underpinning the Group’s embedded value reporting and so are subject to the same assumptions and sensitivities used to prepare our 2015 results. The impact of Solvency II which is effective from 1 January 2016 is not reflected in the analysis below in line with the guidance issued by the CFO Forum. The new regulatory regime will not impact the free surplus generation profile of our operations in Asia and the US as Solvency II does not act as the local constraint on the ability to distribute profits to the Group. For these businesses, free surplus generation will continue to be driven by local regulatory and target capital requirements. For the UK insurance operations, Solvency II will alter free surplus generation and an early estimate is provided in section D of the additional unaudited information. In addition to showing the amounts, both discounted and undiscounted, expected to be generated from all in-force business at 31 December 2015, the tables also present the expected future free surplus to be generated from the investment made in new business during 2015 over the same 40-year period. Expected transfer of value of in-force business (VIF) and required capital to free surplus Expected period of emergence 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036-2040 2041-2045 2046-2050 2051-2055 Undiscounted expected generation from all in-force business at 31 December* Undiscounted expected generation from 2015 long-term new business written* 2015 £m Asia 1,015 962 926 905 871 889 887 871 844 817 800 789 766 740 724 699 681 661 648 636 3,020 2,659 2,342 2,056 US UK Total 1,120 991 951 970 1,018 982 921 894 755 680 606 512 447 386 328 276 272 166 130 102 190 – – – 486 510 506 503 499 498 489 491 478 466 454 437 424 411 398 383 373 353 331 313 1,255 1,081 470 261 2,621 2,463 2,383 2,378 2,388 2,369 2,297 2,256 2,077 1,963 1,860 1,738 1,637 1,537 1,450 1,358 1,326 1,180 1,109 1,051 4,465 3,740 2,812 2,317 Asia 148 140 150 134 139 123 128 124 118 123 105 109 102 100 108 96 94 91 89 94 429 396 368 350 US 276 120 131 65 106 106 88 157 140 129 110 95 85 76 69 55 48 42 35 30 48 – – – UK 28 28 29 29 33 31 29 28 29 29 26 24 24 23 22 21 20 20 20 18 81 104 43 26 Total 452 288 310 228 278 260 245 309 287 281 241 228 211 199 199 172 162 153 144 142 558 500 411 376 Total free surplus expected to emerge in the next 40 years 26,208 12,697 11,870 50,775 3,858 2,011 765 6,634 * The analysis excludes amounts incorporated into VIF at 31 December 2015 where there is no definitive timeframe for when the payments will be made or receipts received. In particular, it excludes the value of the shareholders’ interest in the estate. It also excludes any free surplus emerging after 2055. The above amounts can be reconciled to the new business amounts as follows: Undiscounted expected free surplus generation for years 2016 to 2055 Less: discount effect Discounted expected free surplus generation for years 2016 to 2055 Discounted expected free surplus generation for years 2055+ Less: Free surplus investment in new business Other items† Post-tax EEV new business profit Asia 3,858 (2,138) 1,720 153 (413) 30 1,490 2015 £m US 2,011 (725) 1,286 – (267) (210) 809 UK 765 (392) 373 2 (65) 8 318 Total 6,634 (3,255) 3,379 155 (745) (172) 2,617 † Other items represent the impact of the time value of options and guarantees on new business, foreign exchange effects and other non-modelled items. Foreign exchange effects arise as EEV new business profit amounts are translated at average exchange rates and the expected free surplus generation uses year end closing rates. 347 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued e Reconciliation of expected transfer of value of in-force business (VIF) and required capital to free surplus continued The undiscounted expected free surplus generation from all in-force business at 31 December 2015 shown below can be reconciled to the amount that was expected to be generated as at 31 December 2014 as follows: Group 2014 expected free surplus generation for years 2015 to 2054 Less: Amounts expected to be realised in the current year Add: Expected free surplus to be generated in year 2055* Foreign exchange differences New business Operating movements Non-operating and other movements 2015 expected free surplus generation for years 2016 to 2055 Asia 2014 expected free surplus generation for years 2015 to 2054 Less: Amounts expected to be realised in the current year Add: Expected free surplus to be generated in year 2055* Foreign exchange differences New business Operating movements Non-operating and other movements 2015 expected free surplus generation for years 2016 to 2055 US 2014 expected free surplus generation for years 2015 to 2054 Less: Amounts expected to be realised in the current year Add: Expected free surplus to be generated in year 2055* Foreign exchange differences New business Operating movements Non-operating and other movements 2015 expected free surplus generation for years 2016 to 2055 UK 2014 expected free surplus generation for years 2015 to 2054 Less: Amounts expected to be realised in the current year Add: Expected free surplus to be generated in year 2055* New business Operating movements Non-operating and other movements 2015 expected free surplus generation for years 2016 to 2055 * Excluding 2015 new business. 348 2015 £m 2016 £m 2017 £m 2018 £m 2019 £m 2020 £m Other £m Total £m 2,513 2,336 2,228 2,141 2,179 2,079 33,666 47,142 (2,513) – – – – – – (2,513) – – – – – – 29 452 5 (201) – 28 288 35 (116) – 27 310 25 (120) – 31 228 50 (110) – 27 278 29 (25) 355 (165) 5,078 355 (23) 6,634 (392) (820) – 2,621 2,463 2,383 2,378 2,388 38,542 50,775 2015 £m 2016 £m 2017 £m 2018 £m 2019 £m 2020 £m Other £m Total £m 953 920 883 846 819 796 19,360 24,577 (953) – – – – – – (953) – – – – – – (23) 148 3 (33) – (22) 140 – (39) – (19) 150 (20) (31) – (19) 134 6 (35) – (20) 139 (15) (29) 315 (466) 3,147 315 (569) 3,858 (827) (1,020) – 1,015 962 926 905 871 21,529 26,208 2015 £m 2016 £m 2017 £m 2018 £m 2019 £m 2020 £m Other £m Total £m 1,054 902 844 792 866 801 5,271 10,530 (1,054) – – – – – – (1,054) – – – – – – 52 276 4 (114) – 50 120 22 (45) – 46 131 30 (48) – 50 65 35 (46) – 47 106 40 24 – 301 1,313 – 546 2,011 762 664 – 1,120 991 951 970 1,018 7,647 12,697 2015 £m 2016 £m 2017 £m 2018 £m 2019 £m 2020 £m Other £m Total £m 506 514 501 503 494 482 9,035 12,035 (506) – – – – – – 28 (2) (54) – – 28 13 (32) – – 29 15 (41) – – 29 9 (29) – – 33 4 (20) – (506) 40 618 40 765 (327) (464) – 486 510 506 503 499 9,366 11,870 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued At 31 December 2015 the total free surplus expected to be generated over the next five years (2016 to 2020 inclusive), using the same assumptions and methodology as those underpinning our 2015 embedded value reporting was £12.2 billion, an increase of £1.2 billion from the £11.0 billion expected over the same period at the end of 2014. This increase primarily reflects the new business written in 2015, which is expected to generate £1,556 million of free surplus over the next five years. At 31 December 2015 the total free surplus expected to be generated on an undiscounted basis in the next 40 years is £50.8 billion, up from the £47.1 billion expected at the end of 2014 reflecting the effect of new business written across all three business operations of £6.6 billion and a positive foreign exchange translation effect of £0.4 billion. These positive effects have been offset by a £(0.8) billion adverse effect reflecting operating, market assumption changes and other items. In Asia, these principally reflect the impact of falls in equity market returns and bond values. In the US these mainly reflect higher future separate account growth due to the increase in interest rates, together with improved persistency. Offsetting these positive impacts is the negative effect of lower than expected separate account growth in the year due to broadly flat equity market returns in 2015. In the UK, these mainly arise from the effect of longevity reinsurance transactions entered into during the year and the effect of a partial hedge to protect future shareholder with-profits transfers from declines in UK equity markets. The longevity reinsurance transactions executed this year had the effect of accelerating the generation of future free surplus into 2015. The overall growth in the Group’s undiscounted value of free surplus reflects our ability to write both growing and profitable new business. Actual underlying free surplus generated in 2015 from life business in force at the end of 2015 was £3.3 billion including £0.6 billion of changes in operating assumptions and experience variances. This compares with the expected 2015 realisation at the end of 2014 of £2.5 billion. This can be analysed further as follows: Transfer to free surplus in 2015 Expected return on free assets Changes in operating assumptions and experience variances Underlying free surplus generated from in-force life business in 2015 2015 free surplus expected to be generated at 31 December 2014 Asia £m 974 30 (19) 985 953 US £m 1,064 42 320 1,426 1,054 UK £m Total £m 573 47 258 878 506 2,611 119 559 3,289 2,513 The equivalent discounted amounts of the undiscounted expected transfers from in-force business and required capital into free surplus shown previously are as follows: Expected period of emergence 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036-2040 2041-2045 2046-2050 2051-2055 Discounted expected generation from all in-force business at 31 December Discounted expected generation from long-term 2015 new business written 2015 £m Asia 969 851 766 701 629 597 558 512 464 421 388 362 333 304 282 258 239 220 206 192 807 565 403 280 US 1,081 902 817 785 776 706 625 574 459 388 330 261 216 177 145 118 113 62 49 41 115 – – – UK 457 452 424 395 369 347 320 302 276 253 232 209 190 174 157 142 129 115 101 89 289 183 51 21 Total 2,507 2,205 2,007 1,881 1,774 1,650 1,503 1,388 1,199 1,062 950 832 739 655 584 518 481 397 356 322 1,211 748 454 301 Asia 141 122 122 103 101 84 83 75 68 66 52 51 45 42 43 37 34 32 30 31 126 97 76 59 US 267 110 112 52 79 76 58 97 81 71 56 45 38 32 27 20 16 13 11 9 16 – – – UK 28 25 24 24 25 22 20 18 18 17 14 13 12 11 10 9 8 7 7 6 23 22 7 3 Total 436 257 258 179 205 182 161 190 167 154 122 109 95 85 80 66 58 52 48 46 165 119 83 62 Total discounted free surplus expected to emerge in the next 40 years 11,307 8,740 5,677 25,724 1,720 1,286 373 3,379 349 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued e Reconciliation of expected transfer of value of in-force business (VIF) and required capital to free surplus continued The above amounts can be reconciled to the Group’s financial statements as follows: Discounted expected generation from all in-force business for years 2016-2055 Discounted expected generation from all in-force business for years after 2055 Discounted expected generation from all in-force business at 31 December 2015 Add: Free surplus of life operations held at 31 December 2015 Less: Time value of guarantees Other non-modelled items Total EEV for life operations f Foreign currency source of key metrics The tables below show the Group’s key free surplus, IFRS and EEV, metrics analysis by contribution by currency group: Free surplus and IFRS 2015 results 2015 £m 25,724 563 26,287 5,642 (1,100) 1,948 32,777 US$ linked note 1 Other Asia currencies Total Asia UK sterling notes 3,4 US$ note 4 Total EEV 2015 results US$ linked note 1 Other Asia currencies Total Asia UK sterling notes 3,4 US$ note 4 Total Underlying free surplus generated note 2 % Pre-tax operating profit notes 2,3,4 % Shareholders’ funds notes 2,3,4 % 11 11 22 40 38 16 17 33 25 42 14 19 33 46 21 100 100 100 Post-tax new business profits % 44 13 57 12 31 100 Post-tax operating profit notes 2,3,4 % Shareholders’ funds notes 2,3,4 % 38 12 50 13 37 100 30 14 44 32 24 100 US$ linked – comprising the Hong Kong and Vietnam operations where the currencies are pegged to the US dollar, and the Malaysia and Singapore operations where the currencies are managed against a basket of currencies including the US dollar. Includes long-term, asset management business and other businesses. For operating profit and shareholders’ funds, UK sterling includes amounts in respect of central operations as well as UK insurance operations and M&G. For shareholders’ funds, the US$ grouping includes US$ denominated core structural borrowings. Sterling operating profits include all interest payable as sterling denominated, reflecting interest rate currency swaps in place. Notes 1 2 3 4 350 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued g Option schemes The Group presently grants share options through four schemes and exercises of the options are satisfied by the issue of new shares. Executive directors and eligible employees based in the UK may participate in the UK savings-related share option scheme. Executives and eligible employees based in Asia as well as eligible employees based in Europe can participate in the international savings-related share option scheme while agents based in certain regions of Asia can participate in the international savings-related share option scheme for non-employees. Employees based in Dublin are eligible to participate in the Prudential International Assurance sharesave plan, which currently has no outstanding options in issue. Further details of the schemes and accounting policies are detailed in note B3.2 of the IFRS basis consolidated financial statements. All options were granted at £nil consideration. No options have been granted to substantial shareholders, suppliers of goods or services (excluding options granted to agents under the non-employee savings-related share option scheme) or in excess of the individual limit for the relevant scheme. The options schemes will terminate as follows, unless the directors resolve to terminate the plans at an earlier date: — UK savings-related share option scheme: 16 May 2023; — International savings-related share option scheme: 31 May 2021; — Prudential International Assurance sharesave plan: 3 August 2019; and — International savings-related share option scheme for non-employees 2012: 17 May 2022. The weighted average share price of Prudential plc for the year ended 31 December 2015 was £15.49 (2014: £13.75). Particulars of options granted to directors are included in the Directors’ remuneration report on page 101. The closing price of the shares immediately before the date on which the options were granted during the current period was £13.80. The following analyses show the movement in options for each of the option schemes for the year ended 31 December 2015. UK savings-related share option scheme Exercise period Number of options Date of grant Exercise price £ 27 Sep 07 25 Apr 08 25 Sep 08 27 Apr 09 25 Sep 09 28 Sep 10 28 Sep 10 16 Sep 11 16 Sep 11 21 Sep 12 21 Sep 12 20 Sep 13 20 Sep 13 23 Sep 14 23 Sep 14 22 Sep 15 22 Sep 15 5.52 5.51 4.38 2.88 4.25 4.61 4.61 4.66 4.66 6.29 6.29 9.01 9.01 11.55 11.55 11.11 11.11 Beginning 01 Dec 14 01 Jun 15 01 Dec 15 01 Jun 16 01 Dec 14 01 Dec 13 01 Dec 15 01 Dec 14 01 Dec 16 01 Dec 15 01 Dec 17 01 Dec 16 01 Dec 18 01 Dec 17 01 Dec 19 01 Dec 18 01 Dec 20 End Beginning of year Granted Exercised Cancelled Forfeited Lapsed End of year 31 May 15 30 Nov 15 31 May 16 30 Nov 16 31 May 15 31 May 14 31 May 16 31 May 15 31 May 17 31 May 16 31 May 18 31 May 17 31 May 19 31 May 18 31 May 20 31 May 19 31 May 21 663 1,468 10,541 165,328 14,408 731 114,795 92,714 161,372 823,005 131,336 351,482 78,576 975,724 490,157 – – – – – – – – – – – – – – – – 1,047,049 – 235,417 (663) (1,468) (5,794) (7,753) (14,043) (731) (68,636) (90,089) – (592,728) (1,073) (2,754) (1,165) (3,603) (907) – – – – – – – – – – – (4,834) (238) (13,903) (1,664) (64,316) (30,990) (3,078) (810) – – (1,660) (2,274) – – – (772) (980) (8,583) (1,192) (7,573) (2,329) (25,133) (13,372) (4,212) – – – (16) – – 3,071 (320) 154,981 – (365) – – 45,959 (200) – (1,853) 160,392 – (1,340) 215,520 (1,313) 127,520 (2,773) 324,479 70,590 (2,828) (12,364) 870,308 (4,337) 440,551 – 1,039,759 – 234,607 3,412,300 1,282,466 (791,407) (119,833) (68,080) (27,709) 3,687,737 The total number of securities available for issue under the scheme is 3,687,737 which represents 0.143 per cent of the issued share capital at 31 December 2015. The weighted average closing price of the shares immediately before the dates on which the options were exercised during the current period was £15.44. The weighted average fair value of options granted under the plan in the year was £2.90. 351 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued g Option schemes continued International savings-related share option scheme Exercise period Number of options Date of grant Exercise price £ Beginning End 25 Sep 09 28 Sep 10 16 Sep 11 16 Sep 11 21 Sep 12 21 Sep 12 20 Sep 13 20 Sep 13 23 Sep 14 23 Sep 14 22 Sep 15 22 Sep 15 4.25 4.61 4.66 4.66 6.29 6.29 9.01 9.01 11.55 11.55 11.11 11.11 01 Dec 14 01 Dec 15 01 Dec 14 01 Dec 16 01 Dec 15 01 Dec 17 01 Dec 16 01 Dec 18 01 Dec 17 01 Dec 19 01 Dec 18 01 Dec 20 31 May 15 31 May 16 31 May 15 31 May 17 31 May 16 31 May 18 31 May 17 31 May 19 31 May 18 31 May 20 31 May 19 31 May 21 Beginning of year 2,682 6,130 123,515 25,739 569,993 19,272 647,503 57,073 8,643 4,464 – – Granted Exercised Cancelled Forfeited Lapsed End of year – – – – – – – – – – 24,284 3,240 (2,682) (4,551) (102,691) (4,371) (285,177) – – – – – – – – – – – (5,585) – (33,170) (4,479) – – – – – (1,579) – (3,751) (29,762) (4,771) (42,366) (5,258) – – – – – – (20,824) – – – – 17,617 (40) 249,429 14,501 571,967 47,004 8,643 4,464 24,284 3,240 – – (332) – – – – 1,465,014 27,524 (399,472) (43,234) (87,487) (21,196) 941,149 The total number of securities available for issue under the scheme is 941,149 which represents 0.037 per cent of the issued share capital at 31 December 2015. The weighted average closing price of the shares immediately before the dates on which the options were exercised during the current period was £15.55. The weighted average fair value of options granted under the plan in the year was £2.87. Prudential International Assurance sharesave plan There are no securities available for issue under the scheme at 31 December 2015. Non-employee savings-related share option scheme Exercise period Number of options Date of grant Exercise price £ 28 Sep 10 16 Sep 11 16 Sep 11 21 Sep 12 21 Sep 12 20 Sep 13 20 Sep 13 23 Sep 14 23 Sep 14 22 Sep 15 22 Sep 15 4.61 4.66 4.66 6.29 6.29 9.01 9.01 11.55 11.55 11.11 11.11 Beginning 01 Dec 15 01 Dec 14 01 Dec 16 01 Dec 15 01 Dec 17 01 Dec 16 01 Dec 18 01 Dec 17 01 Dec 19 01 Dec 18 01 Dec 20 End Beginning of year Granted Exercised Cancelled Forfeited Lapsed End of year 31 May 16 31 May 15 31 May 17 31 May 16 31 May 18 31 May 17 31 May 19 31 May 18 31 May 20 31 May 19 31 May 21 361,823 257,030 257,774 434,335 89,335 769,255 421,947 630,613 525,065 – – – – – – – – – – 499,600 – 422,356 (10,182) (253,578) – (152,577) – – – – – – – – – (657) (6,762) (6,463) (11,700) (1,164) (14,104) (9,552) – – (9,693) – (13,476) (1,431) – (2,015) (1,331) (1,028) (2,596) – – – (3,452) – – – – – 341,948 – 243,641 273,565 82,872 755,540 419,452 (155) 615,326 512,917 (324) 499,276 (162) 422,194 – 3,747,177 921,956 (416,337) (50,402) (31,570) (4,093) 4,166,731 The total number of securities available for issue under the scheme is 4,166,731 which represents 0.162 per cent of the issued share capital at 31 December 2015. The weighted average closing price of the shares immediately before the dates on which the options were exercised during the current period was £15.88. The weighted average fair value of options granted under the plan in the year was £3.02. 352 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continued h Selected historical financial information of Prudential The following table sets forth Prudential’s selected consolidated financial data for the periods indicated. Certain data is derived from Prudential’s audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU) and European Embedded Value (EEV). This table is only a summary and should be read in conjunction with Prudential’s consolidated financial statements and the related notes included elsewhere in this document. Income statement data IFRS basis results Gross premium earned Outward reinsurance premiums Earned premiums, net of reinsurance Investment return Other income Total revenue, net of reinsurance Benefits and claims and movement in unallocated surplus of with-profits funds, net of reinsurance Acquisition costs and other expenditure Finance costs: interest on core structural borrowings of shareholder-financed operations Cumulative exchange loss recycled from other comprehensive income Remeasurement adjustments Total charges, net of reinsurance Share of profits from joint ventures and associates, net of related tax Profit before tax (being tax attributable to shareholders’ and policyholders’ returns) note 1 Tax (charge) credit attributable to policyholders’ returns Profit before tax attributable to shareholders Tax (charge) credit attributable to shareholders’ returns Profit for the year Based on profit for the year attributable to the equity holders of the Company: Basic earnings per share (in pence) Diluted earnings per share (in pence) Dividend per share declared and paid in reporting period Year ended 31 December 2015 £m 2014 £m 2013 £m 2012 £m 2011 £m 36,663 (1,157) 35,506 3,304 2,495 41,305 32,832 (799) 32,033 25,787 2,306 60,126 30,502 (658) 29,844 20,347 2,184 52,375 29,113 (491) 28,622 23,931 1,885 54,438 24,837 (417) 24,420 9,361 1,711 35,492 (29,656) (8,208) (50,169) (6,752) (43,154) (6,861) (45,144) (6,032) (28,706) (4,717) (312) (341) (46) – – (13) (305) – (120) (280) (286) – – – – (38,222) (57,275) (50,440) (51,456) (33,709) 238 303 147 135 76 3,321 (173) 3,148 (569) 2,579 3,154 (540) 2,614 (398) 2,216 2,082 (447) 1,635 (289) 1,346 3,117 (370) 2,747 (584) 2,163 1,859 7 1,866 (415) 1,451 101.0p 100.9p 86.9p 86.8p 52.8p 52.7p 85.1p 85.0p 57.1p 57.0p (in pence) 38.05p 35.03p 30.52p 25.64p 25.19p Supplementary IFRS income statement data Operating profit based on longer-term investment returns note 2 Non-operating items Profit before tax attributable to shareholders Operating earnings per share (in pence) Year ended 31 December 2015 £m 2014 £m 2013 £m 2012 £m 2011 £m 4,007 (859) 3,148 125.8p 3,186 (572) 2,614 96.6p 2,954 (1,319) 1,635 90.9p 2,520 227 2,747 76.9p 2,017 (151) 1,866 62.7p 353 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information II: Other information continued h Selected historical financial information of Prudential continued Supplementary EEV income statement data (post-tax) Operating profit based on longer-term investment returns note 2 Non-operating items Profit attributable to shareholders Operating earnings per share (in pence) New business data Annual premium equivalent (APE) sales EEV new business profit (NBP) (post-tax) NBP margin (% APE) Year ended 31 December 2015 £m 2014 £m 2013 £m 2012 £m 2011 £m 4,881 (930) 3,951 4,096 247 4,343 4,204 154 4,358 3,174 595 3,769 2,942 (751) 2,191 191.2p 160.7p 165.0p 124.9p 116.0p Year ended 31 December 2015 £m 2014* £m 2013 £m 2012 £m 2011 £m 5,607 2,617 47% 4,627 2,115 46% 4,423 2,082 47% 4,195 1,791 43% 3,681 1,536 42% * Excluding the £23 million APE and £11 million NBP for the sold PruHealth and PruProtect businesses. Statement of financial position data As of and for the year ended 31 December 2015 £m 2014 £m 2013 £m 2012 £m 2011 £m Total assets Total policyholder liabilities and unallocated surplus of with-profits funds Core structural borrowings of shareholder-financed operations Total liabilities Total equity 386,985 369,204 325,932 307,644 270,018 335,614 5,011 374,029 12,956 321,989 4,304 357,392 11,812 286,014 4,636 316,281 9,651 268,263 3,554 297,280 10,364 233,538 3,611 261,411 8,607 Other data As of and for the year ended 31 December 2015 £bn 2014 £bn 2013 £bn 2012 £bn 2011 £bn Funds under management note 3 EEV shareholders’ equity, excluding non-controlling interests Insurance Groups Directive capital surplus before final dividend note 4 509 32.4 5.5 496 29.2 4.7 443 24.9 5.1 406 22.4 5.1 352 19.6 4.0 This measure is the formal profit (loss) before tax measure under IFRS but is not the result attributable to shareholders. Operating profits are determined on the basis of including longer-term investment returns. EEV and IFRS operating profits are stated after excluding the effect of short-term fluctuations in investment returns against long-term assumptions, gain on dilution of Group’s holdings, the costs arising from the domestication of the Hong Kong business, and profit (loss) attached to the sale of Japan life. Separately on the IFRS basis, operating profit also excludes amortisation of acquisition accounting adjustments. In addition, for EEV basis results, operating profit excludes the effect of changes in economic assumptions, the market value movement on core borrowings and in 2012, the gain arising on the acquisition of REALIC. Funds under management comprise funds of the Group held in the statement of financial position and external funds that are managed by Prudential asset management operations. The 2015 surplus is estimated. Notes 1 2 3 4 354 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continuedi Effect of Solvency II on EEV basis results on 1 January 2016 i Group summary The Solvency II framework is effective from 1 January 2016. For our operations in Asia and the US there is no impact on the EEV results since Solvency II does not act as the local constraint on the ability to distribute profits to the Group. The embedded value and profile of free surplus generation for these businesses will continue to be driven by local regulatory and target capital requirements. For the UK insurance operations Solvency II will impact the EEV results as it changes the local regulatory valuation of net worth and capital requirements, affecting the components of the EEV and the expected profile of free surplus generation. In line with guidance provided by the CFO Forum in October 2015, the impact of Solvency II on the UK EEV has not been included in the main supplementary reporting. An early estimate on the likely impact of Solvency II on the EEV net worth and value of in-force business, together with the impact on free surplus generation is provided in this section of the additional unaudited information. The impact of Solvency II on the EEV net worth and value of in-force business reported on 1 January 2016 are shown below: Adjustment to shareholders’ equity at 1 January 2016 Long-term insurance operations As reported at 31 December 2015 Opening adjustment at 1 January 2016 Solvency II impact on net worth Solvency II impact on net VIF Total opening adjustments at 1 January 2016 note Long-term insurance operations as at 1 January 2016 Total EEV £m 32,777 3,108 (3,412) (304) 32,473 Note The Solvency II framework requires technical provisions to be valued on a best estimate basis and capital requirements to be risk-based. It also requires the establishment of a risk margin (which for business in force at 31 December 2015 can be broadly offset by transitional measures). As a result of applying this framework, the EEV net worth increased by £3,108 million following the release of the prudent regulatory margins previously included under Solvency I, and also from the recognition within net worth of a portion of future shareholder transfers expected from the with-profits fund. The higher net worth is mirrored by increases in required capital reflecting the higher solvency capital requirements of the new regime. The net value of in-force business (VIF) is correspondingly impacted as follows: – The release of prudent regulatory margins and recognition of a portion of future shareholders’ transfers within net worth leads to a corresponding reduction in VIF; – The run-off of the risk margin, net of transitional measures, is now captured in VIF; and – The cost of capital deducted from gross VIF increases as a result of higher Solvency II capital requirements; The overall impact of these changes is to reduce the value of in-force by £3,412 million. The overall impact on the Group’s EEV of the above changes is a reduction of £304 million. ii Expected transfer of value of in-force business and required capital to free surplus The tables below show how the UK value of in-force business and the associated required capital is expected to emerge into free surplus over the next 40 years. A comparison is shown between the current Solvency I and Solvency II regimes. A small amount (less than 3 per cent) of the Group’s embedded value emerges after this date. The modelled cash flows use the methodology underpinning the Group’s embedded value reporting, updated under Solvency II. 355 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationII: Other information continued i Effect of Solvency II on EEV basis results on 1 January 2016 continued a Undiscounted expected generation from all in-force business at 31 December 2015 is as follows: Expected period of emergence 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036-2040 2041-2045 2046-2050 2051-2055 Undiscounted expected generation 2015 UK insurance operations As reported £m Solvency II basis £m Difference £m As reported £m Group total Solvency II basis £m Difference £m 486 510 506 503 499 498 489 491 478 466 454 437 424 411 398 383 373 353 331 313 1,255 1,081 470 261 527 560 549 542 535 539 531 526 513 504 493 475 462 447 429 410 505 479 446 416 1,614 1,228 539 292 41 50 43 39 36 41 42 35 35 38 39 38 38 36 31 27 132 126 115 103 359 147 69 31 2,621 2,463 2,383 2,378 2,388 2,369 2,297 2,256 2,077 1,963 1,860 1,738 1,637 1,537 1,450 1,358 1,326 1,180 1,109 1,051 4,465 3,740 2,812 2,317 2,662 2,513 2,426 2,417 2,424 2,410 2,339 2,291 2,112 2,001 1,899 1,776 1,675 1,573 1,481 1,385 1,458 1,306 1,224 1,154 4,824 3,887 2,881 2,348 41 50 43 39 36 41 42 35 35 38 39 38 38 36 31 27 132 126 115 103 359 147 69 31 Total free surplus expected to emerge in the next 40 years 11,870 13,561 1,691 50,775 52,466 1,691 356 Prudential plc Annual Report 2015 www.prudential.co.ukAdditional unaudited financial information continuedb The equivalent discounted amounts of the undiscounted totals shown above are as follows: Expected period of emergence Discounted expected generation 2015 UK insurance operations As reported £m Solvency II basis £m Difference £m As reported £m Group total Solvency II basis £m Difference £m 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036-2040 2041-2045 2046-2050 2051-2055 457 452 424 395 369 347 320 302 276 253 232 209 190 174 157 142 129 115 101 89 289 183 51 21 513 524 491 462 433 412 384 359 331 306 282 257 235 215 195 176 208 186 166 146 501 279 116 52 56 72 67 67 64 65 64 57 55 53 50 48 45 41 38 34 79 71 65 57 212 96 65 31 2,507 2,205 2,007 1,881 1,774 1,650 1,503 1,388 1,199 1,062 950 832 739 655 584 518 481 397 356 322 1,211 748 454 301 2,563 2,277 2,074 1,948 1,838 1,715 1,567 1,445 1,254 1,115 1,000 880 784 696 622 552 560 468 421 379 1,423 844 519 332 56 72 67 67 64 65 64 57 55 53 50 48 45 41 38 34 79 71 65 57 212 96 65 31 Total free surplus expected to emerge in the next 40 years 5,677 7,229 1,552 25,724 27,276 1,552 c The above amounts can be reconciled to the Group’s financial statements as follows: Reconciliation of discounted expected free surplus generation to EEV Discounted expected generation from all in-force business for years 2016-2055 Discounted expected generation from all in-force business for years after 2055 Discounted expected generation from all in-force business at 31 December 2015 Add: Free surplus of life operations held at 31 December 2015 Less: Time value of guarantees Other non-modelled items Total EEV for insurance operations Representing: Asia US UK Total EEV for insurance operations As reported £m Solvency II basis £m 25,724 563 26,287 5,642 (1,100) 1,948 32,777 13,643 9,487 9,647 32,777 27,276 578 27,854 3,958 (1,100) 1,761 32,473 13,643 9,487 9,343 32,473 Impact £m 1,552 15 1,567 (1,684) – (187) (304) – – (304) (304) 357 www.prudential.co.ukAnnualReport2015 Prudential plc01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional information Risk factors A number of 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 document, and any forward looking statements are made subject to the reservations specified below under ‘Forward Looking Statements’. Prudential’s approaches to managing risks are explained in the ‘Group Chief Risk Officer’s report on the risks facing our business and how these are managed’ section of this document. Risks relating to Prudential’s business 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. Uncertainty or negative trends in international economic and investment climates could adversely affect Prudential’s business and profitability. Since 2008 Prudential has operated against a challenging background of periods of significant volatility in global capital and equity markets, interest rates (which in some jurisdictions have become negative) and liquidity, and widespread economic uncertainty. For example, government interest rates remain at or near historic lows in the US, the UK and some Asian countries in which Prudential operates. These factors have, at times during this period, had a material adverse effect on Prudential’s business and profitability. In the future, the adverse effects of such factors would be felt principally through the following items: — investment impairments and/or reduced investment returns, which could reduce Prudential’s capital and impair its ability to write significant volumes of new business, increase the potential adverse impact of product guarantees, or have a negative impact on its assets under management and profit; — higher credit defaults and wider credit and liquidity spreads resulting in realised and unrealised credit losses; — failure of counterparties who have transactions with Prudential (eg banks and reinsurers) to meet commitments that could give rise to a negative impact on Prudential’s financial position and 358 on the accessibility or recoverability of amounts due or, for derivative transactions, adequate collateral not being in place; — estimates of the value of financial instruments being difficult because in certain illiquid or closed markets, determining the value at which financial instruments can be realised is highly subjective. Processes to ascertain such values require substantial elements of judgement, assumptions and estimates (which may change over time); and — increased illiquidity also adds to uncertainty over the accessibility of financial resources and may reduce capital resources as valuations decline. Global financial markets are subject to uncertainty and volatility created by a variety of factors, including concerns over the energy and commodity sectors, sovereign debt, general slowing in world growth, the monetary policies in the US, the UK and other jurisdictions and potentially negative socio-political events. In addition, a possible withdrawal of the UK from the EU would have political, legal and economic ramifications for both the UK and the EU, although these are expected to be more pronounced on the UK. Upheavals in the financial markets may affect general levels of economic activity, employment and customer behaviour. As a result, insurers may experience an elevated incidence of claims, lapses, or surrenders of policies, and some policyholders may choose to defer or stop paying insurance premiums. The demand for insurance products may also be adversely affected. In addition, there may be a higher incidence of counterparty failures. If sustained, this environment is likely to have a negative impact on the insurance sector over time and may consequently have a negative impact on Prudential’s business and its balance sheet and profitability. For example, this could occur if the recoverable value of intangible assets for bancassurance agreements and deferred acquisition costs are reduced. New challenges related to market fluctuations and general economic conditions may continue to emerge. For some non-unit-linked investment 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 match those relating to policyholder liabilities. This is particularly true in those countries where bond markets are not developed and in certain markets where regulated surrender values are set with reference to the interest rate environment prevailing at the 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. While this residual asset/liability mismatch risk can be managed, it cannot be eliminated. Where interest rates in these markets remain lower than those used to calculate surrender values over a sustained period, this could have a material adverse effect on Prudential’s reported profit. In the US, fluctuations in prevailing interest rates can affect results from Jackson which has a significant spread based business, with the majority of its assets invested in fixed income securities. In particular, fixed annuities and stable value products written by Jackson expose Prudential to the risk that changes in interest rates, which are not fully reflected in the interest rates credited to customers, will reduce spread. 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. Declines in spread from these products or other spread businesses that Jackson conducts, and increases in surrender levels arising from interest rate rises, could have a material impact on its businesses or results of operations. Jackson also writes a significant amount of variable annuities that offer capital or income protection guarantees. The value of these guarantees is affected by market factors (such as interest rates, equity values, bond spreads and realised volatility) and policyholder behaviour. There could be market circumstances where the derivatives that Jackson enters into, to hedge its market risks, may not fully cover its exposures under the guarantees. The cost of the guarantees that remain unhedged will also affect Prudential’s results. Jackson hedges the guarantees on its variable annuity book on an economic basis (with consideration of the local regulatory position) and, thus, accepts variability in its accounting results in the short term in order to achieve the appropriate result on these bases. In particular, for Prudential’s Group IFRS reporting, the measurement of the Jackson variable annuity guarantees is typically less sensitive to market movements than for the corresponding hedging derivatives, which are held at market value. However, depending on the level of hedging conducted regarding a particular risk type, certain market movements can drive volatility in Prudential plc Annual Report 2015 www.prudential.co.ukthe economic or local regulatory results that may be less significant under IFRS reporting. A significant part of the profit from Prudential’s UK insurance operations is related to bonuses for policyholders declared on with-profits products, which are broadly based on historical and current rates of return on equity, real estate and fixed income securities, as well as Prudential’s expectations of future investment returns. This profit could be lower in a sustained low interest rate environment. Prudential is subject to the risk of potential sovereign debt credit deterioration owing to the amounts of sovereign debt obligations held in its investment portfolio Prudential is subject to the risk of potential sovereign debt credit deterioration on the amounts of sovereign debt obligations held in its investment portfolio. Investing in sovereign debt creates exposure to the direct or indirect consequences of political, social or economic changes (including changes in governments, heads of states or monarchs) in the countries in which the issuers are located and the creditworthiness of the sovereign. Investment in sovereign debt obligations involves risks not present in debt obligations of corporate issuers. In addition, the issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due in accordance with the terms of such debt, and Prudential may have limited recourse to compel payment in the event of a default. A sovereign debtor’s willingness or ability to repay principal and to pay interest in a timely manner may be affected by, among other factors, its cash flow situation, its relations with its central bank, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward local and international lenders, and the political constraints to which the sovereign debtor may be subject. Moreover, governments may use a variety of techniques, such as intervention by their central banks or imposition of regulatory controls or taxes, to devalue their currencies’ exchange rates, or may adopt monetary and other policies (including to manage their debt burdens) that have a similar effect, all of which could adversely impact the value of an investment in sovereign debt even in the absence of a technical default. Periods of economic uncertainty may affect the volatility of market prices of sovereign debt to a greater extent than the volatility inherent in debt obligations of other types of issuers. In addition, if a sovereign default or other such events described above were to occur, other financial institutions may also suffer losses or experience solvency or other concerns, and Prudential might face additional risks relating to any debt of such financial institutions held in its investment portfolio. There is also risk that public perceptions about the stability and creditworthiness of financial institutions and the financial sector generally might be affected, as might counterparty relationships between financial institutions. If a sovereign were to default on its obligations, or adopt policies that devalue or otherwise alter the currencies in which its obligations are denominated this could have a material adverse effect on Prudential’s financial condition and results of operations. 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, Prudential is subject to the risk of exchange rate fluctuations. Prudential’s operations in the US and Asia, which represent a significant proportion of operating profit based on longer-term investment returns and shareholders’ funds, generally write policies and invest in assets denominated in local currencies. 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 the translation of results into pounds sterling. This exposure is not currently separately managed. The currency exposure relating to the translation of reported earnings could impact on financial reporting ratios such as dividend cover, which is calculated as operating profit after tax on an IFRS basis, divided by the dividends relating to the reporting year. The impact of gains or losses on currency translations is recorded as a component of shareholders’ funds within other comprehensive income. Consequently, this could impact on Prudential’s gearing ratios (defined as debt over debt plus shareholders’ funds). The Group’s surplus capital position for regulatory reporting purposes may also be affected by fluctuations in exchange rates with possible consequences for the degree of flexibility the Prudential has in managing its business. 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 and legislation (including in relation to tax and capital controls), regulation 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, competitiveness, profitability, capital requirements and, consequently, reported results and financing requirements. Also, regulators in jurisdictions in which Prudential operates may change the level of capital required to be held by individual businesses or could introduce possible changes in the regulatory framework for pension arrangements and policies, the regulation of selling practices and solvency requirements. In addition, there could be changes to the maximum level of non- domestic ownership by foreign companies in certain jurisdictions. Furthermore, as a result of interventions by governments in response to recent financial and global economic conditions, it is widely expected that there will continue to 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 transactions and enhanced supervisory powers. The European Union’s Solvency II Directive came into effect on 1 January 2016. This measure of regulatory capital is more volatile than under the previous Solvency I regime and regulatory policy may evolve under the new regime. The European Commission will review elements of the Solvency II legislation from 2016 onwards including a review of the Long Term Guarantee measures by 1 January 2021. Currently there are also a number of other global regulatory developments which could impact the way in which Prudential is supervised in its many jurisdictions. These include the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) in the US, the work of the Financial Stability Board (FSB) on Global Systemically Important Insurers (G-SIIs) and the Common Framework for the Supervision of Internationally Active Insurance Groups (ComFrame) being developed by the International Association of Insurance Supervisors (IAIS). 359 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcThe Dodd-Frank Act represents a comprehensive overhaul of the financial services industry within the US that, among other reforms to financial services entities, products and markets, may subject financial institutions designated as systemically important to heightened prudential and other requirements intended to prevent or mitigate the impact of future disruptions in the US financial system. The full impact of the Dodd-Frank Act on Prudential’s businesses is not currently clear, as many of its provisions are primarily focused on the banking industry, have a delayed effectiveness and/or require rulemaking or other actions by various US regulators over the coming years. The IAIS has various initiatives which are detailed in this section. On 18 July 2013, it published a methodology for identifying G-SIIs, and a set of policy measures that will apply to them, which the FSB endorsed. Groups designated as a G-SII are subject to additional regulatory requirements, including enhanced group-wide supervision, effective resolution planning, development of a Systemic Risk Management Plan, a Recovery Plan and a Liquidity Risk Management Plan. Prudential’s designation as a G-SII was reaffirmed on 3 November 2015. Prudential is monitoring the development and potential impact of the policy measures and is continuing to engage with the PRA on the implications of the policy measures and Prudential’s designation as a G-SII. The G-SII regime also introduces two types of capital requirements. The first, a Basic Capital Requirement (BCR), is designed to act as a minimum group capital requirement and the second, a Higher Loss Absorption (HLA) requirement reflects the drivers of the assessment of G-SII designation. The IAIS intends for these requirements to take effect from January 2019, but G-SIIs will be expected to privately report to their group-wide supervisors in the interim. The IAIS is also developing ComFrame which is focused on the supervision of large and complex Internationally Active Insurance Groups (IAIGs). ComFrame will establish a set of common principles and standards designed to assist regulators in addressing risks that arise from insurance groups with operations in multiple jurisdictions. As part of this, work is under way to develop a global Insurance Capital Standard (ICS) that would apply to IAIGs. Once the development of the ICS has been concluded, it is intended to replace the BCR as the minimum group capital requirement for G-SIIs. Further consultations on the ICS are expected 360 over the coming years, and a version of the ICS is expected to be adopted as part of ComFrame in late 2019. 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 such 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, which permitted insurers to continue to use the statutory basis of accounting for insurance assets and liabilities that existed in their jurisdictions prior to January 2005. In July 2010, the IASB published its first Exposure Draft for its Phase II on insurance accounting, which would introduce significant changes to the statutory reporting of insurance entities that prepare accounts according to IFRS. A revised Exposure Draft was issued in June 2013. The IASB is currently redeliberating the Exposure Draft proposals in light of comments by the insurance industry and other respondents. The timing of the final proposals taking effect is uncertain but not expected to be before 2020. Any changes or modification of IFRS accounting policies may require a change in the future results or a retrospective adjustment of reported results. The resolution of several issues affecting the financial services industry could have a negative impact on Prudential’s reported results 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 UK and internationally. These actions could involve a review of types of business sold in the past under acceptable market practices at the time, such as the requirement in the UK 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, lines of business it has closed. Regulators’ interest may include the approach that product providers use to select third party distributors and to monitor the appropriateness of sales made by them. In some cases, product providers can be held responsible for the deficiencies of third-party distributors. In the US, there has been significant attention on the different regulatory standards applied to investment advice delivered to retail customers by different sectors of the industry. As a result of reports relating to perceptions of industry abuses, there have been numerous regulatory inquiries and proposals for legislative and regulatory reforms. This includes focus on the suitability of sales of certain products, alternative investments and the widening of the circumstances under which a person or entity providing investment advice with respect to certain employee benefit and pension plans would be considered a fiduciary which would subject the person or entity to certain regulatory requirements. There is a risk that new regulations introduced may have a material adverse effect on the sales of the products by Prudential and increase Prudential’s exposure to legal risks. In Asia, regulatory regimes are developing at different speeds, driven by a combination of global factors and local considerations. New requirements could be introduced in these and other regulatory regimes that challenge current practices, or could retrospectively be applied to sales made prior to their introduction, which could have a negative impact on Prudential’s business or reported results. Litigation, disputes and regulatory investigations may adversely affect Prudential’s profitability and financial condition Prudential is, and may be in the future, subject to legal actions, disputes and regulatory investigations in various contexts, including in the ordinary course of its insurance, investment management and other business operations. These legal actions, disputes and investigations 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 (including tax) or from a course of conduct taken by Prudential, and may be class actions. Although Prudential believes that it has adequately provided 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, other sanctions that might be applicable and the inherent Prudential plc Annual Report 2015 www.prudential.co.ukRisk factors continuedunpredictability of litigation and disputes, it is possible that an adverse outcome could, from time to time, have an adverse effect on Prudential’s reputation, results of operations or cash flows. Prudential’s businesses are conducted in highly competitive environments with developing demographic trends and continued profitability depends upon management’s ability to respond to these pressures and trends The markets for financial services in the UK, US and Asia are highly competitive, with several factors affecting Prudential’s ability to sell its products and 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. Further, heightened competition for talented and skilled employees and agents with local experience, particularly in Asia, may limit Prudential’s potential to grow its business as quickly as planned. In Asia, the Group’s principal competitors in the region are international financial companies, including global life insurers such as Allianz, AXA, AIA and Manulife, and multinational asset managers such as J.P. Morgan Asset Management, Schroders, HSBC Global Asset Management and Franklin Templeton. In a number of markets, local companies have a very significant market presence. Within the UK, Prudential’s principal competitors include many of the major retail financial services companies and fund management companies including, in particular, Aviva, Legal & General, Lloyds Banking Group, Standard Life, Schroders, Invesco Perpetual and Fidelity. Jackson’s competitors in the US include major stock and mutual insurance companies, mutual fund organisations, banks and other financial services companies such as AIG, AXA Financial Inc., Allianz, Prudential Financial, Lincoln National, MetLife and Aegon. 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 damage 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 Prudential’s products, and as a result its competitiveness. Downgrades in Prudential’s ratings, as a result of, for example, decreased profitability, increased costs, increased indebtedness or other concerns, could have an adverse effect on its ability to market products; retain current policyholders; and on the Group’s financial flexibility. In addition, the interest rates Prudential pays on its borrowings are affected by its credit ratings, which are in place to measure the Group’s ability to meet its contractual obligations. Prudential plc’s long-term senior debt is rated as A2 by Moody’s, A+ by Standard & Poor’s and A by Fitch. These ratings are all on a stable outlook. Prudential plc’s short-term debt is rated as P-1 by Moody’s, A-1 by Standard & Poor’s and F1 by Fitch. The Prudential Assurance Company Limited’s financial strength is rated Aa3 by Moody’s, AA by Standard & Poor’s and AA by Fitch. These ratings are all on a stable outlook. Jackson’s financial strength is rated AA by Standard & Poor’s and Fitch, A1 by Moody’s, and A+ by AM Best. These ratings have a stable outlook. Prudential Assurance Co. Singapore (Pte) Ltd’s financial strength is rated AA by Standard & Poor’s. This rating is on a stable outlook. In addition, 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. Adverse experience in the operational risks inherent in Prudential’s business could disrupt its business functions and 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 transactions across numerous and diverse products, and is subject to a number of different legal and regulatory regimes. Further, because of the long-term nature of much of the Group’s business, accurate records have to be maintained for significant periods. These factors, among others, result in significant reliance on and require significant investment in information technology (IT), compliance and other operational systems, personnel and processes. In addition, Prudential outsources several operations, including a significant part of its UK back office and customer facing functions as well as a number of IT functions, resulting in reliance upon the operational processing performance of its outsourcing partners. Although Prudential’s IT, compliance and other operational systems and processes incorporate controls designed to manage and mitigate the operational risks associated with its activities, there can be no assurance that such controls will always be effective. Due to human error among other reasons, operational incidents do happen periodically and no system or process can entirely prevent them although there have not been any material such events to date. Prudential’s legacy and other IT systems and processes, as with operational systems and processes generally, may be susceptible to failure or breaches. Such events could, among other things, harm Prudential’s ability to perform necessary business functions, result in the loss of confidential or proprietary data (exposing it to potential legal claims and regulatory sanctions) and damage its reputation and relationships with its business partners and customers. Similarly, any weakness in administration systems (such as those relating to policyholder records or meeting regulatory requirements) or actuarial reserving processes could have a material adverse effect on its results of operations during the effective period. Attempts by third parties to disrupt Prudential’s IT systems could result in loss of trust from Prudential’s customers, reputational damage and financial loss Being part of the financial services sector, Prudential and its business partners are increasingly exposed to the risk that third parties may attempt to disrupt the 361 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcavailability, confidentiality and integrity of its IT systems, which could result in disruption to the key operations, make it difficult to recover critical services, damage assets and compromise data (both corporate or customer). This could result in loss of trust from Prudential’s customers, reputational damage and financial loss. The cyber-security threat continues to evolve globally in sophistication and potential significance. As a result of Prudential’s increasing market profile, the growing interest by customers to interact with their insurance provider and asset manager through the internet and social media, improved brand awareness and the classification of Prudential as a G-SII, there is an increased likelihood of Prudential being considered a target by cyber criminals. Prudential has not identified a failure or breach which has had a material impact in relation to its legacy and other IT systems and processes to date. However, it has been, and likely will continue to be, subject to computer viruses, attempts at unauthorised access and cyber-security attacks such as ‘denial of service’ attacks (which, for example, can cause temporary disruption to websites and IT networks), phishing and disruptive software campaigns. Prudential is continually enhancing its IT environment to remain secure against emerging threats, together with increasing its ability to detect system compromise and recover should such an incident occur. However, there can be no assurance that such events will not take place with adverse consequential effects on Prudential’s business and financial position. Adverse experience relative to the assumptions used in pricing products and reporting business results could significantly affect Prudential’s results of operations In common with other life insurers, the profitability of the Group’s businesses depends on a mix of factors including mortality and morbidity levels and trends, policy surrenders and take-up rates on guarantee features of products, investment performance and impairments, unit cost of administration and new business acquisition expenses. Prudential needs to make assumptions about a number of factors in determining the pricing of its products, for setting reserves, and for reporting its capital levels and 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 UK annuity business, where payments are guaranteed for at least as 362 long as the policyholder is alive. Prudential conducts rigorous research into longevity risk, using industry data as well as its own substantial annuitant experience. As part of its pension annuity pricing and reserving policy, Prudential’s UK business assumes that current rates of mortality continuously improve over time at levels based on adjusted data and informed by models from the Continuous Mortality Investigation (CMI) as published by the Institute and Faculty of Actuaries. Assumptions about future expected levels of mortality are also of relevance to the Guaranteed Minimum Withdrawal Benefit (GMWB) of Jackson’s variable annuity business. If mortality improvement rates significantly exceed the improvement assumed, Prudential’s results of operations could be adversely affected. A further factor is the assumption that Prudential makes about future expected levels of the rates of early termination of products by its customers (known as persistency). This is particularly relevant to its lines of business other than its UK annuity business, especially Jackson’s portfolio of traditional and variable annuities. Prudential’s persistency assumptions reflect recent past experience for each relevant line of business. Any expected change in future persistency is also reflected in the assumption. If actual levels of future persistency are significantly different from assumed, the Group’s results of operations could be adversely affected. Furthermore, Jackson’s variable annuity products are sensitive to other types of policyholder behaviour, such as the take-up of its GMWB product features. Another example is the impact of epidemics and other effects that give rise to a large number of deaths or additional sickness claims. Significant influenza epidemics have occurred a number of times over the past century but the likelihood, timing or the severity of future epidemics cannot be predicted. The effectiveness of external parties, including governmental and non-governmental organisations, in combating the spread and severity of any epidemics could have a material impact on the Group’s loss experience. As a holding company, Prudential is dependent upon its subsidiaries to cover operating expenses and dividend payments The Group’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 remittances from subsidiaries, shareholder-backed funds, the shareholder transfer from long-term funds and any amounts that may be raised through the issuance of equity, debt and commercial paper. Certain of Prudential’s subsidiaries are restricted by applicable insurance, foreign exchange and tax laws, rules and regulations that can limit remittances. In some circumstances, this could limit Prudential’s ability to pay dividends to shareholders or to make available funds held in certain subsidiaries to cover operating expenses of other members of the Group. Prudential operates in a number of markets through joint ventures and other arrangements with third parties (including in China and India), involving 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 (including in China and India). For the Group’s joint venture operations, management control is exercised jointly with the venture participants. The level of control exercisable by the Group 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 face financial, reputational and other exposure (including regulatory censure) in the event that any of its joint venture partners fails to meet its obligations under the joint venture, encounters financial difficulty or fails to comply with local or international regulation and standards such as those pertaining to the prevention of financial crime. 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, such as through significant deterioration in the reputation, financial position or other circumstances of the third party or material failure in controls (such as those pertaining to the prevention of financial crime) could adversely affect the results of operations of Prudential. 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 by a Prudential plc Annual Report 2015 www.prudential.co.ukRisk factors continuedshareholder (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. Changes in tax legislation may result in adverse tax consequences Tax rules, including those relating to the insurance industry, and their interpretation may change, possibly with retrospective effect, in any of the jurisdictions in which Prudential operates. Significant tax disputes with tax authorities, and any change in the tax status of any member of the Group or in taxation legislation or its scope or interpretation could affect Prudential’s financial condition and results of operations. 363 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGlossary AER Actual Exchange Rates are actual historical exchange rates for the specific accounting period, being the average rates over the period for the income statement and the closing rates for the balance sheet at the balance sheet date. Annual premium equivalent or APE A measure of new business activity that is calculated as the sum of annualised regular premiums from new business plus 10 per cent of single premiums on new business written during the period. Asset backed security A security whose value and income payments are derived from and collateralised (or ‘backed’) by a specified pool of underlying assets. The pool of assets is typically a group of small and illiquid assets that are unable to be sold individually. Available for sale (AFS) Securities that have been acquired neither for short-term sale nor to be held to maturity. AFS securities are measured at fair value on the statement of financial position with unrealised gains and losses being booked in Other Comprehensive Income instead of the income statement. Back book of business The insurance policies sold in past periods that are still in force and hence are still recorded on the insurer’s balance sheet. Bonuses Bonuses refer to the non-guaranteed benefit added to participating life insurance policies and are the way in which policyholders receive their share of the profits of the policies. There are normally two types of bonuses: — Regular bonus – expected to be added every year during the term of the policy. It is not guaranteed that a regular bonus will be added each year, but once it is added, it cannot be reversed, also known as annual or reversionary bonus; and — Final bonus – an additional bonus expected to be paid when policyholders take money from the policies. If investment return has been low over the lifetime of the policy, a final bonus may not be paid. Final bonuses may vary and are not guaranteed. Bulk annuity A bulk annuity, sometimes referred to as a bulk purchase annuity, is a contract between a defined benefit pension scheme and an insurance company, whereby an insurance company insures some or all of the liabilities of the pension scheme. 364 Cash surrender value The amount of cash available to a policyholder on the surrender of or withdrawal from a life insurance policy or annuity contract. CER Constant Exchange Rates – Prudential plc reports its results at both actual exchange rates (AER) to reflect actual results and also constant exchange rates (CER) so as to eliminate the impact from exchange translation. CER results are calculated by translating prior period results using current period foreign currency exchange rates, ie, current period average rates for the income statements and current period closing rate for the balance sheet. Closed-book life insurance business A ‘closed book’ is essentially a group of insurance policies that are no longer sold, but are still featured on the books of a life insurer as a premium-paying policy. The insurance company has ‘closed the books’ on new sales of these products which will remain in run-off until the policies expire and all claims are settled. Core structural borrowings Borrowings which Prudential considers to form part of its core capital structure and exclude operational borrowings. Credit risk The risk of loss if another party fails to meet its obligations, or fails to do so in a timely fashion. Currency risk The risk that asset or liability values, cash flows, income or expenses will be affected by changes in exchange rates. Also referred to as foreign exchange risk. Deferred acquisition costs or DAC Acquisition costs are expenses of an insurer which are incurred in connection with the acquisition of new insurance contracts or the renewal of existing insurance policies. They include commissions and other variable sales inducements and the direct costs of issuing the policy, such as underwriting and other policy issue expenses. Typically, under IFRS, an element of acquisition costs are deferred ie not expensed in the year incurred, and instead amortised in the income statement in line with the emergence of surpluses on the related contracts. Deferred annuities Annuities or pensions due to be paid from a future date or when the policyholder reaches a specified age. Discretionary participation features or DPF A contractual right to receive, as a supplement to guaranteed benefits, additional benefits: — That are likely to be a significant portion of the total contractual benefits; — Whose amount or timing is contractually at the discretion of the issuer; and — That are contractually based on asset, fund, company or other entity performance. Dividend cover Dividend cover is calculated as operating profit after tax on an IFRS basis, divided by the current period interim dividend plus the proposed second interim dividend. Endowment product An ordinary individual life insurance product that provides the insured party with various guaranteed benefits if it survives specific maturity dates or periods stated in the policy. Upon the death of the insured party within the coverage period, a designated beneficiary receives the face value of the policy. European Embedded Value or EEV Financial results that are prepared on a supplementary basis to the Group’s consolidated IFRS results and which are prepared in accordance with a set of Principles issued by the Chief Financial Officers Forum of European Insurance Companies in May 2004 and expanded by the Additional Guidance of EEV Disclosures published in October 2005. The principles are designed to capture the value of the new business sold in the period and of the business in force. Fixed annuities Fixed annuity contracts written in the US which allow for tax-deferred accumulation of funds, are used for asset accumulation in retirement planning and for providing income in retirement and offer flexible pay-out options. The contract holder pays the insurer a premium, which is credited to the contract holders’ account. Periodically, interest is credited to the contract holders’ account and administrative charges are deducted, as appropriate. Fixed indexed annuities These are similar to fixed annuities in that the contract holder pays the insurer a premium, which is credited to the contract holder’s account and, periodically, interest is credited to the contract holder’s account and administrative charges are deducted, as appropriate. An annual minimum interest rate may be guaranteed, although Prudential plc Annual Report 2015 www.prudential.co.ukactual interest credited may be higher and is linked to an equity index over its indexed option period. Funds under management These comprise funds of the Group held in the statement of financial position and external funds that are managed by Prudential asset management operations. Group free surplus Group free surplus at the end of the period comprises free surplus for the insurance businesses, representing the excess of the net worth over the required capital included in the EEV results, and IFRS net assets for the asset management businesses excluding goodwill. The free surplus generated during the period comprises the movement in this balance excluding foreign exchange, capital, and other reserve movements. Specifically, it includes amounts maturing from the in-force operations during the period less the investment in new business, the effect of market movements and other one-off items. Guaranteed annuities Policies that pay out a fixed amount of benefit for a defined period. Guaranteed investment contract (GIC) (US) An investment contract between an insurance company and an institutional investor, which provides a stated rate of return on deposits over a specified period of time. They typically provide for partial or total withdrawals at book value if needed for certain liquidity needs of the plan. Guaranteed minimum accumulation benefit (GMAB) (US) A guarantee that ensures that the contract value of a variable annuity contract will be at least equal to a certain minimum amount after a specified number of years. Guaranteed minimum death benefit (GMDB) (US) The basic death benefit offered under variable annuity contracts, which specifies that if the owner dies before annuity income payments begin, the beneficiary will receive a payment equal to the greater of the contract value or purchase payments less withdrawals. Guaranteed minimum income benefit (GMIB) (US) A guarantee that ensures, under certain conditions, that the owner may annuitise the variable annuity contract based on the greater of (a) the actual account value or (b) a pay-out base equal to premiums credited with some interest rate, or the maximum anniversary value of the account prior to annuitisation. Guaranteed minimum withdrawal benefit (GMWB) (US) A guarantee in a variable annuity that promises that the owner may make annual withdrawals of a defined amount for the life of the owner or until the total guaranteed amount is recovered, regardless of market performance or the actual account balance. Health and protection These comprise health and personal accident insurance products, which provide morbidity or sickness benefits and include health, disability, critical illness and accident coverage. Health and protection products are sold both as standalone policies and as riders that can be attached to life insurance products. Health and protection riders are presented together with ordinary individual life insurance products for purposes of disclosure of financial information. Immediate annuity An annuity in which payments to the annuitant or beneficiary start at once upon establishment of the annuity plan or scheme. Such annuities are almost always purchased with a single (lump sum) payment. In-force An insurance policy or contract reflected on records that has not expired, matured or otherwise been surrendered or terminated. Inherited estate For life insurance proprietary companies, surplus capital available on top of what is necessary to cover policyholders reasonable expectations. An inherited (orphan) estate is effectively surplus capital on a realistic basis built over time and not allocated to policyholders or shareholders. Internal rate of return (IRR) The IRR is equivalent to the discount rate at which the present EEV value of the post-tax cash flows expected to be earned over the life time of the business written in shareholder-backed life funds is equal to the total invested capital to support the writing of the business. The capital included in the calculation of the IRR is equal to the amount required to pay acquisition costs and set up reserves less premiums received, plus encumbered capital. The impact of the time value of options and guarantees is included in the calculation. Internal vesting Internal vestings are proceeds from a Prudential policy which the policyholder has decided to reinvest in a Prudential annuity product. International Financial Reporting Standards (IFRS) Accounting standards that all publicly listed groups in the European Union are required to apply in preparing consolidated financial statements. Investment grade Investments rated BBB- or above for S&P, Baa3 or above for Moody’s. Generally they are bonds that are judged by the rating agency as likely enough to meet payment obligations that banks are allowed to invest in them. Investment-linked products or contracts Insurance products where the surrender value of the policy is linked to the value of underlying investments (such as collective investment schemes, internal investment pools or other property) or fluctuations in the value of underlying investment or indices. Investment risk associated with the product is usually borne by the policyholder. Insurance coverage, investment and administration services are provided for which the charges are deducted from the investment fund assets. Benefits payable will depend on the price of the units prevailing at the time of surrender, death or the maturity of the product, subject to surrender charges. These are also referred to as unit-linked products or unit-linked contracts. Liquidity coverage ratio Prudential calculates this as assets and resources available to us that are readily convertible to cash to cover corporate obligations in a prescribed stress scenario. We calculate this ratio over a range of time horizons extending to 12 months. Liquidity premium This comprises the premium that is required to compensate for the lower liquidity of corporate bonds relative to swaps and the mark to market risk premium that is required to compensate for the potential volatility in corporate bond spreads (and hence market values) at the time of sale. Market value reduction (MVR) A reduction applied to the payment on with-profits bonds when policyholders surrender in adverse market conditions. Money Market Fund (MMF) An MMF is an open-ended mutual fund that invests in short-term debt securities such as US treasury bills and commercial paper. The purpose of an MMF is to provide investors with a safe place to invest easily accessible cash-equivalent assets characterised as a low-risk, low-return investment. 365 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcGlossary continued Mortality rate Rate of death, varying by such parameters as age, gender and health, used in pricing and computing liabilities for future policyholders of life and annuity products, which contain mortality risks. Net premiums Life insurance premiums, net of reinsurance ceded to third-party reinsurers. Net worth Net assets for EEV reporting purposes that reflect the regulatory basis position, sometimes with adjustments to achieve consistency with the IFRS treatment of certain items. New business margin The value of new business on an EEV basis expressed as a percentage of the present value of new business premiums expected to be received from the new business. New business profit The profits, calculated in accordance with European Embedded Value Principles, from business sold in the financial reporting period under consideration. Non-participating business A life insurance policy where the policyholder is not entitled to a share of the company’s profits and surplus, but receives certain guaranteed benefits. Also known as non-profit in the UK. Examples include pure risk policies (eg fixed annuities, term insurance, critical illness) and unit-linked insurance contracts. OIEC Open ended investment company A collective investment fund structured as a limited company in which investors can buy and sell shares. Operational borrowings Borrowings which arise in the normal course of the business. Participating funds Distinct portfolios where the policyholders have a contractual right to receive at the discretion of the insurer additional benefits based on factors such as the performance of a pool of assets held within the fund, as a supplement to any guaranteed benefits. The insurer may either have discretion as to the timing of the allocation of those benefits to participating policyholders or may have discretion as to the timing and the amount of the additional benefits. For Prudential the most significant participating funds are with-profits funds for business written in the UK, Hong Kong, Malaysia and Singapore. 366 Participating policies or participating business Contracts of insurance where the policyholders have a contractual right to receive, at the discretion of the insurer, additional benefits based on factors such as investment performance, as a supplement to any guaranteed benefits. This is also referred to as with-profits business. Payback period Payback period is the time in which the initial ‘cash’ outflow of investment is expected to be recovered from the ‘cash’ inflows generated by the investment. We measure cash outflow by our investment of free surplus in new business sales. The payback period equals the time taken for this business to generate free surplus to cover this investment. Payback periods are measured on an undiscounted basis. Present value of new business premiums or PVNBP The present value of new business premiums is 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. Prudential Regulation Authority or PRA The PRA is a UK regulatory body responsible for Prudential regulation and supervision of banks, building societies, credit unions, insurers and major investment firms. Regular premium product A life insurance product with regular periodic premium payments. Rider A supplemental plan that can be attached to a basic insurance policy, with payment of additional premium. Risk margin reserve (RMR) charge An RMR is included within operating profit based on longer-term investment returns and represents a charge for long-term expected defaults of debt securities, determined by reference to the credit quality of the portfolio. Scottish Amicable Insurance Fund (SAIF) SAIF is a ring-fenced sub-fund of the Prudential Assurance Company’s long-term fund following the acquisition of the mutually owned Scottish Amicable Life Assurance Society in 1997. The fund is solely for the benefit of policyholders of SAIF. Shareholders of Prudential plc have no interest in the profits of this fund although they are entitled to asset management fees on this business. Separate account A separate account is a pool of investments held by an insurance company not in or ‘separate’ from its general account. They generally accrue to the policyholder. A separate account allows an investor to choose an investment category according to his individual risk tolerance, and desire for performance. Single premiums Single premium policies of insurance are those that require only a single lump sum payment from the policyholder. Stochastic techniques Stochastic techniques incorporate results from repeated simulations using key financial parameters which are subject to random variations and are projected into the future. Subordinated debt A fixed interest issue or debt that ranks below other debt in order of priority for repayment if the issuer is liquidated. Holders are compensated for the added risk through higher rates of interest. Under EU insurance regulation, subordinated debt is not treated as a liability and counts towards the coverage of the required minimum margin of solvency, with limitations. Surrender The termination of a life insurance policy or annuity contract at the request of the policyholder after which the policyholder receives the cash surrender value, if any, of the contract. Surrender charge or surrender fee The fee charged to a policyholder when a life insurance policy or annuity contract is surrendered for its cash surrender value prior to the end of the surrender charge period. Takaful Insurance that is compliant with Islamic principles. Time value of options and guarantees The value of financial options and guarantees comprises two parts, the intrinsic value and the time value. The intrinsic value is given by a deterministic valuation on best estimate assumptions. The time value is the additional value arising from the variability of economic outcomes in the future. Prudential plc Annual Report 2015 www.prudential.co.ukTotal shareholder return (TSR) TSR represents the growth in the value of a share plus the value of dividends paid, assuming that the dividends are reinvested in the Company’s shares on the ex-dividend date. Unallocated surplus Unallocated surplus is recorded wholly as a liability and represents the excess of assets over policyholder liabilities for Prudential’s with-profits funds. 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. Unit-linked products or unit-linked contracts See ‘investment-linked products or contracts’ above. Universal life An insurance product where the customer pays flexible premiums, subject to specified limits, which are accumulated in an account and are credited with interest (at a rate either set by the insurer or reflecting returns on a pool of matching assets). The customer may vary the death benefit and the contract may permit the customer to withdraw the account balance, typically subject to a surrender charge. Variable annuity (VA) (US) An annuity whose value is determined by the performance of underlying investment options that frequently includes securities. A variable annuity’s value is not guaranteed and will fluctuate, depending on the value of its underlying investments. The holder of a variable annuity assumes the investment risk and the funds backing a variable annuity are held in the insurance company’s separate account. VAs are similar to unit-linked annuities in the UK. Whole of life A type of life insurance policy that provides lifetime protection; premiums must usually be paid for life. The sum assured is paid out whenever death occurs. Commonly used for estate planning purposes. With-profits funds See ‘participating funds’ above. Yield A measure of the income received from an investment compared to the price paid for the investment. Normally expressed as a percentage. 367 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcRights to dividends under the various schemes are set out in the Directors’ remuneration report on pages 101 to 129. Restrictions on transfer In accordance with English company law, shares may be transferred by an instrument of transfer or through an electronic system (currently CREST) and transfer is not restricted except that the Directors may, in certain circumstances, refuse to register transfers of shares but only if such refusal does not prevent dealings in the shares from taking place on an open and proper basis. If the Directors make use of that power, they must send the transferee notice of the refusal within two months. Certain restrictions may be imposed from time to time by applicable laws and regulations (for example, insider trading laws) and pursuant to the Listing Rules of both the Financial Conduct Authority and the Hong Kong Stock Exchange, as well as under the rules of some of the Group’s employee share plans. All Directors are required to hold a minimum number of shares under guidelines approved by the Board, which they would also be expected to retain as described on page 104 and page 121 of the Directors’ remuneration report. Major shareholders The following notifications have been disclosed under the FCA’s Disclosure and Transparency Rules in respect of notifiable interests exceeding 3 per cent in the voting rights of the issued share capital. As at 31 December 2015 Capital Group Companies, Inc. BlackRock, Inc Norges Bank % of total voting rights 9.96 5.08 4.03 On 5 February 2016, the Capital Group Companies, Inc. notified that their holding had increased to 10.135 per cent of the issued share capital. Shareholder information Communication with shareholders Share capital The Group maintains a corporate website containing a wide range of information relevant for private and institutional investors, including the Group’s financial calendar: www.prudential.co.uk Annual General Meeting The 2016 Annual General Meeting will be held in the Churchill Auditorium at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 19 May 2016 at 11.00am. Prudential will continue its practice of calling a poll on all resolutions and the voting results, including all proxies lodged prior to the meeting, will be displayed at the meeting and subsequently published on the Company’s website. Details of the 2015 Annual General Meeting, including the major items discussed at the meeting and the results of the voting, can be found on the Company’s website. In accordance with relevant legislation, shareholders holding 5 per cent or more of the fully paid up issued share capital are able to require the Directors to hold a general meeting. Written shareholder requests should be addressed to the Group Company Secretary at the registered office. Documents on display The terms and conditions of all Directors’ appointments are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting. Company constitution Prudential is governed by the Companies Act 2006, other applicable legislation and regulations, and provisions in its Articles of Association. Any change to the Articles of Association must be approved by special resolution of the shareholders. There were no changes to the constitutional documents during 2015. The Memorandum and Articles of Association are available on the Company’s website. 368 Issued share capital The issued share capital as at 31 December 2015 consisted of ordinary shares of 5 pence each, all fully paid up and listed on the London Stock Exchange and the Hong Kong Stock Exchange. Further information can be found in note C10 on page 261. Issued share capital 2,572,454,958 2,567,779,950 Number of accounts on the register 56,276 55,760 2015 2014 Prudential also maintains secondary listings on the Singapore Stock Exchange; and the New York Stock Exchange in the form of American Depositary Receipts which are referenced to ordinary shares on the main UK register. Prudential has maintained a sufficiency of public float throughout the reporting period as required by the Hong Kong Listing Rules. A number of dividend waivers are in place and these relate to shares issued but not allocated under the Group’s employee share plans. These shares are held by the Trustees and will, in due course, be used to satisfy requirements under the Group’s employee share plans. Rights and obligations The rights and obligations attaching to the Company’s shares are set out in full in the Articles of Association. There are currently no voting restrictions on the ordinary shares, all of which are fully paid, and each share carries one vote on a poll. If votes are cast on a show of hands, each shareholder present in person or by proxy, or in the case of a corporation, each of its duly authorised corporate representatives, has one vote except that if a proxy is appointed by more than one member, the proxy has one vote for and one vote against if instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution. Where, under an employee share plan, participants are the beneficial owners of the shares but not the registered owners, the voting rights are normally exercisable by the registered owner in accordance with the relevant plan rules. Trustees may vote at their discretion, but do not vote on any unawarded shares held as surplus assets. As at 8 March 2016, Trustees held 0.45 per cent of the issued share capital under the various plans in operation. Prudential plc Annual Report 2015 www.prudential.co.uk Authority to issue shares The Directors require authority from shareholders in relation to the issue of shares. Whenever shares are issued, these must be offered to existing shareholders pro rata to their holdings unless the directors have been given authority by shareholders to issue shares without offering them first to existing shareholders. Prudential seeks authority from its shareholders on an annual basis to issue shares up to a maximum amount and to issue up to 5 per cent of its issued share capital without offering them to existing shareholders, in line with relevant regulations and best practice. Disapplication of statutory pre-emption procedures is also sought for rights issues. The existing authorities to issue shares and to do so without observing pre-emption Dividend information rights are due to expire at the end of this year’s Annual General Meeting. An ordinary resolution and a special resolution to approve the renewal of these authorities respectively will be put to shareholders at the Annual General Meeting on 19 May 2016. Details of shares issued during 2014 and 2015 are given in note C10 on page 261. In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange, Prudential confirms that it complies with the applicable law and regulation in the UK in relation to the holding of shares in treasury and with the conditions of the waiver in connection with the purchase of own shares and any treasury shares it may hold. Authority to purchase own shares The directors also require authority from shareholders in relation to the purchase of the Company’s own shares. Prudential seeks authority by special resolution on an annual basis for the buyback of its own shares in accordance with the relevant provisions of the Companies Act 2006 and other related guidance. This authority has not been used since it was last granted at the 2015 Annual General Meeting. This existing authority is due to expire at the end of this year’s Annual General Meeting and a special resolution to renew the authority will be put to shareholders at the Annual General Meeting on 19 May 2016. 2015 second interim dividend Ex-dividend date Record date Payment date Analysis of shareholder accounts as at 31 December 2015 Shareholders registered on the UK register and Hong Kong and Irish branch registers Holders of US American Depositary Receipts Shareholders with ordinary shares standing to the credit of their CDP securities accounts 24 March 2016 – 24 March 2016 29 March 2016 29 March 2016 29 March 2016 20 May 2016 On or about 27 May 2016 On or about 27 May 2016 Size of shareholding 1,000,001 upwards 500,001–1,000,000 100,001–500,000 10,001–100,000 5,001–10,000 1,001–5,000 1–1,000 Total Number of shareholder accounts % of total number of shareholder accounts 260 148 473 1,632 2,024 13,081 36,691 54,309 Number of shares 2,258,268,681 106,230,409 108,755,788 46,022,238 14,014,903 28,734,396 10,428,543 0.48 0.27 0.87 3.00 3.73 24.09 67.56 100 2,572,454,958 % of total number of shares 87.79 4.13 4.23 1.79 0.54 1.12 0.40 100 369 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcShareholder information continued Shareholder enquiries For enquiries about shareholdings, including dividends and lost share certificates, please contact the Company’s registrars: Register By post By telephone Principal UK register Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Irish branch register Hong Kong branch register Singapore registers ADRs Capita Asset Services Shareholder Solutions (Ireland), PO Box 7117, Dublin 2, Ireland. Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Shareholders who have shares standing to the credit of their securities accounts with The Central Depository (PTE) Limited (CDP) in Singapore may refer queries to the CDP at 9 North Buona Vista Drive, #01-19/20, The Metropolis, Singapore 138588. Enquiries regarding shares held in Depository Agent Sub-accounts should be directed to your Depository Agent or broker. J.P. Morgan Chase Bank N.A, PO Box 64504, St. Paul, MN 55164-0854, USA. Dividend mandates Shareholders may 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 Cash Dividend Mandate form. Alternatively, shareholders may download the form from www.prudential.co.uk/prudential-plc/ investors/shareholder_services/forms Cash dividend alternative The Company operates a Dividend Re-investment Plan (DRIP). Shareholders who have elected for the DRIP will automatically receive shares for all future dividends in respect of which a DRIP alternative is offered. The election may be cancelled at any time by the shareholder. Further details of the DRIP and the timetable are available on the Company’s website at www.prudential.co.uk/ prudential-plc/investors Income tax: changes to dividend taxation The UK government has announced that from 6 April 2016 the Dividend Tax Credit will be replaced by a new tax-free Dividend Allowance for shareholders subject to UK income tax. This will be in the form of a 0 per cent tax rate on the first £5,000 of dividend income per year. UK residents will pay tax on any dividends received over the £5,000 allowance at the following rates: — 7.5 per cent on dividend income within the basic rate (20 per cent) band; — 32.5 per cent on dividend income within the higher rate (40 per cent) band; and — 38.1 per cent on dividend income within the additional rate (45 per cent) band. Dividends paid on shares held within pensions and Individual Savings Accounts (ISAs) will continue to be tax free. Further information is available on the HMRC website. IMPORTANT: You will be required to retain details of any dividend payments you receive and complete Tax Returns where required. For further advice please contact a tax or financial adviser who in the UK must be authorised by the Financial Conduct Authority. Electronic communications Shareholders are encouraged to elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk This will save on printing and distribution costs, and create environmental benefits. Shareholders who have registered will be sent an email notification whenever shareholder documents are available on the Company’s website and a link will be provided to that information. When registering, shareholders will need their 370 Tel 0371 384 2035 Fax 0371 384 2100 Textel 0371 384 2255 (for hard of hearing). Lines are open from 8.30am to 5.30pm (UK), Monday to Friday. International shareholders tel +44 (0) 121 415 7026 Tel + 353 1 553 0050 Tel +852 2862 8555 Tel +65 6535 7511 Tel +1 800 990 1135 or from outside the US +1 651 453 2128 or log on to www.adr.com shareholder reference number which can be found on their share certificate or proxy form. The option to receive shareholder documents electronically is not available to shareholders holding shares through The CDP. Please contact Equiniti if you require any assistance or further information. 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 or telephone 0371 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 0345 603 7037 between 8.30am and 4.30pm, Monday to Friday, and for internet sales log on to www.shareview.co.uk/dealing ShareGift Shareholders who have only a small number of shares, the value of which makes them uneconomic to sell, may wish to consider donating them to ShareGift (Registered Charity 1052686). The relevant share transfer form may be downloaded from our website 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 www.ShareGift.org Prudential plc Annual Report 2015 www.prudential.co.ukHow to contact us Prudential plc Prudential UK & Europe Laurence Pountney Hill London EC4R 0HH Tel +44 (0)20 7220 7588 www.prudential.co.uk Paul Manduca Chairman Mike Wells Group Chief Executive Nic Nicandrou Chief Financial Officer Penny James Group Chief Risk Officer Julian Adams Group Regulatory Director Jonathan Oliver Group Communications Director Alan Porter Group General Counsel and Company Secretary Al-Noor Ramji Group Chief Digital Officer Tim Rolfe Group Human Resources Director 3 Sheldon Square London W2 6PR Tel +44 (0)800 000 000 www.pru.co.uk John Foley 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 www.prudentialcorporation-asia.com Tony Wilkey Chief Executive Jackson National Life Insurance Company 1 Corporate Way Lansing Michigan 48951 USA Tel +1 517 381 5500 www.jackson.com Barry Stowe Chairman & Chief Executive Officer of North America Business Unit Institutional Analyst and Investor Enquiries Tel +44 (0)20 7548 3300 E-mail investor.relations@prudential.co.uk UK Register Private Shareholder Enquiries Tel: 0871 384 2035 International shareholders Tel +44 (0)121 415 7026 Irish Branch Register Private Shareholder Enquiries Tel +353 1 553 0050 Hong Kong Branch Register Private Shareholder Enquiries Tel +852 2862 8555 US American Depositary Receipts Holder Enquiries Tel +1 651 453 2128 The Central Depository (Pte) Limited Shareholder Enquiries Tel +65 6535 7511 Media Enquiries Tel +44 (0)20 7548 3559 E-mail media.relations@prudential.co.uk 371 01 Group overview02 Strategic report03 Governance04 Directors’ remuneration report05 Financial statements06 European Embedded Value (EEV) basis results07 Additional informationwww.prudential.co.uk Annual Report 2015 Prudential plcor re-estimations of reserves for future policy benefits. Further discussion of these and other important factors that could cause Prudential’s actual future financial condition or performance or other indicated results to differ, possibly materially, from those anticipated in Prudential’s forward-looking statements can be found under the ‘Risk factors’ heading in the Annual Report and the ‘Risk factors’ heading of Prudential’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. Prudential’s most recent Annual Report and Form 20-F are available on its website at www.prudential.co.uk Any forward-looking statements contained in this document speak only as of the date on which they are made. Prudential expressly disclaims any obligation to update any of the forward-looking statements contained in this document or any other forward-looking statements it may make, whether as a result of future events, new information or otherwise except as required pursuant to the UK Prospectus Rules, the UK Listing Rules, the UK Disclosure and Transparency Rules, the Hong Kong Listing Rules, the SGX-ST listing rules or other applicable laws and regulations. Forward-looking statements This document may contain ‘forward- looking statements’ with respect to certain of Prudential’s plans and its goals and expectations relating to its future financial condition, performance, results, strategy and objectives. Statements that are not historical facts, including statements about Prudential’s beliefs and expectations and including, without limitation, statements containing the words ‘may’, ‘will’, ‘should’, ‘continue’, ‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’, and words of similar meaning, are forward-looking statements. These statements are based on plans, estimates and projections as at the time they are made, and therefore undue reliance should not be placed on them. By their nature, all forward-looking statements involve risk and uncertainty. A number of important factors could cause Prudential’s actual future financial condition or performance or other indicated results to differ materially from those indicated in any forward-looking statement. Such factors include, but are not limited to, future market conditions, including fluctuations in interest rates and exchange rates, the potential for a sustained low-interest rate environment, and the performance of financial markets generally; the policies and actions of regulatory authorities, including, for example, new government initiatives; the impact of continuing designation as a Global Systemically Important Insurer or ‘G-SII’; the impact of competition, economic uncertainty, inflation, and deflation; the effect on Prudential’s business and results from, in particular, mortality and morbidity trends, lapse rates and policy renewal rates; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; the impact of changes in capital, solvency standards, accounting standards or relevant regulatory frameworks, and tax and other legislation and regulations in the jurisdictions in which Prudential and its affiliates operate; and the impact of legal actions and disputes. These and other important factors may, for example, result in changes to assumptions used for determining results of operations How to contact us continued 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, subsidiaries of which are authorised and regulated by the Prudential Regulation Authority and the Financial Conduct Authority 372 Prudential plc Annual Report 2015 www.prudential.co.ukHistory Providing financial security since 1848 Successive generations have looked to Prudential to safeguard their financial security – from industrial workers and their families in Victorian Britain to around 24 million insurance customers worldwide today. Our financial strength, heritage, prudence and 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. 1854 Prudential opens the Industrial Department to sell a new type of insurance, Industrial Insurance, to the working classes, for premiums of a penny and upwards. 1923 Prudential’s first overseas life branch is established in India, with the first policy being sold to a tea planter in Assam. 1848 Prudential is established as Prudential Mutual Assurance Investment and Loan Association in Hatton Garden, London, offering loans and life assurance to professional people. 1949 The ‘Man from the Pru’ advertising campaign is launched. 1994 Prudential Corporation Asia is formed in Hong Kong as a regional head office to expand operations beyond an existing presence in Malaysia, Singapore and Hong Kong. 1986 Prudential acquires Jackson in the United States. 2013 Prudential Polska is launched in Poland. 1999 Prudential acquires M&G, pioneer of unit trusts in the UK and a leading provider of investment products. 2014 Prudential acquires businesses in Ghana and Kenya, marking its entry into the fast-growing African life insurance industry. www.prudentialhistory.co.uk 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, subsidiaries of which are authorised and regulated, as applicable, by the Prudential Regulation Authority and the Financial Conduct Authority. 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