Blueprint
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March, 2017
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrant's name into English)
LAURENCE POUNTNEY HILL,
LONDON, EC4R 0HH, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F X
Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in connection with Rule 12g3-2(b): 82-
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
Uncertainty
or negative trends in international economic and investment
climates could adversely affect Prudential's business and
profitability. Prudential operates against a challenging background
of periods of significant volatility in global capital and equity
markets and interest rates (which in some jurisdictions have become
negative), together with 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 could have 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 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. For example, this could occur
where external capital is unavailable at sustainable cost,
increased liquid assets are required to be held as collateral under
derivative transactions or redemption restrictions are placed on
Prudential's investments in illiquid funds. In addition,
significant redemption requests could also be made on Prudential's
issued funds and while this may not have a direct impact on the
Group's liquidity, it could result in reputational damage to
Prudential.
Global
financial markets are subject to uncertainty and volatility created
by a variety of factors, including concerns over: the change in
accommodative monetary policies in the US, the UK and other
jurisdictions with the risk of a disorderly repricing of inflation
expectations and global bond yields, sovereign debt, a general
slowing in world growth, the increased level of geopolitical risk
and policy-related uncertainty and potentially negative
socio-political events.
On 23
June 2016, the UK held a referendum in which a majority of the
voting population voted in favour of the UK leaving the European
Union (EU). The UK is expected to submit a formal notification of
its intention to withdraw from the EU by the end of March 2017.
Once this notification has been submitted, the UK will have a
period of a maximum two years to negotiate the terms of its
withdrawal from the EU. If no formal withdrawal agreement is
reached between the UK and the EU, then it is expected the UK's
membership of the EU will automatically terminate two years after
the submission of the notification of the UK's intention to
withdraw from the EU. The vote in favour of the UK leaving the EU
will have political, legal and economic ramifications for both the
UK and the EU, although these are expected to be more pronounced
for the UK. The Group has several UK domiciled operations,
including Prudential UK and M&G, and these may be impacted by a
UK withdrawal from the EU. The potential outcome of the
negotiations on UK withdrawal and any subsequent negotiations on
trade and access to the country's major trading markets, including
the single EU market is currently unknown. The ongoing uncertainty
of when the UK will leave the EU, whether any form of transitional
arrangements will be agreed between the UK and the EU, and the
possibility of a lengthy period before negotiations are concluded
may increase volatility in the markets where the Group operates and
create the potential for a general downturn in economic activity
and for further or prolonged interest rate reductions in some
jurisdictions due to monetary easing and investor
sentiment.
More
generally, 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 premium and claim 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 premium and claim 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 the 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
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, and
decisions taken by regulators in connection with their supervision
of members of the Group, 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 impose requirements affecting the allocation of
capital and liquidity between different business units in the
Group, whether on a geographic, legal entity, product line or other
basis. Regulators 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 has in late
2016 begun a review of some aspects of the Solvency II legislation,
which is expected to continue until 2021 and covers, among other
things, a review of the Long Term Guarantee measures. Prudential
applied for, and has been granted approval by the UK Prudential
Regulation Authority to use the following measures when calculating
its Solvency II capital requirements: the use of an internal model,
the 'matching adjustment' for UK annuities, the 'volatility
adjustment' for selected US Dollar-denominated business, and UK
transitional measures. Prudential also has permission to use
'deduction and aggregation' as the method by which the contribution
of the Group's US insurance entities to the Group's solvency is
calculated, which in effect recognises surplus in US insurance
entities in excess of 250 per cent of local US Risk Based Capital
requirements. There is a risk that in the future changes are
required to be made to the approved internal model and these
related applications which could have a material impact on the
Group Solvency II capital position. Where internal model changes
are subject to regulatory approval, there is a risk that the
approval is delayed or not given. In such circumstances, changes in
our risk profile would not be able to be appropriately reflected in
our internal model, which could have a material impact on the
Group's Solvency II capital position. The UK's vote to leave the EU
could result in significant changes to the regulatory regime under
which the Group operates.
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). In addition, regulators in a number of
jurisdictions in which the Group operates are further developing
local capital regimes; this includes potential future developments
in Solvency II in the UK (as referred to above), National
Association of Insurance Commissioners' reforms in the US, and
amendments to certain local statutory regimes in some territories
in Asia. These changes and their potential impact on the Group
remain uncertain.
The
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 remains unclear, 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. An updated methodology for identifying G-SIIs was
published by the IAIS on 16 June 2016. 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 21 November 2016. 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 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 underway to develop a global Insurance Capital
Standard (ICS) that is intended
to 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. A consultation on the ICS was
concluded in 2016 and the IAIS intends to publish an interim
version of the ICS is 2017. Further field testing, consultations
and private reporting to group-wide supervisors on the interim
version are expected over the coming years, and the ICS is expected
to be adopted as part of ComFrame by the IAIS 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
re-deliberating the Exposure Draft proposals in light of comments
by the insurance industry and other respondents and is expecting to
issue the final standard (IFRS 17, 'Insurance Contracts') in the
first half of 2017. The standard is expected to apply from
2021.
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 pensions 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.
Current regulatory actions include the UK business's undertaking to
the Financial Conduct Authority to review annuities sold without
advice after 1 July 2008 to its contract-based defined contribution
pension customers and potentially provide redress to certain such
customers.
Regulators'
interest may also 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 (subjecting the
person or entity to certain regulatory requirements, such as those
adopted by the US Department of Labor issued in April 2016 which is
likely to cause market disruption in the shorter term). 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 legal structures, current sales 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 unpredictability 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 (negative outlook) by Moody's, AA (stable outlook) by
Standard & Poor's, and AA (stable outlook) by
Fitch.
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 (from both Prudential and its outsourcing partners) 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. In
addition, Prudential also employs a large number of models and user
developed applications in its processes. 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, models
and processes incorporate controls designed to manage and mitigate
the operational and model 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 and
model risk incidents do happen periodically and no system or
process can entirely prevent them although there have not been any
material 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 customers and business partners. 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 availability, 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 direct or indirect 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. To date, 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. However, it has been, and
likely will continue to be, subject to potential damage from
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 which may have material 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 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 variable annuities. Prudential's
persistency assumptions reflect a combination of recent past
experience for each relevant line of business and expert judgement,
especially where a lack of relevant and credible experience data
exists. Any expected change in future persistency is also reflected
in the assumption. If actual levels of future persistency are
significantly different than 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, 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 and other similar arrangements. For
such Group operations, management control is exercised in
conjunction with the other participants. The level of control
exercisable by the Group depends on the terms of the contractual
agreements, in particular, the allocation of control among, and
continued cooperation between, the participants. Prudential may
face financial, reputational and other exposure (including
regulatory censure) in the event that any of its partners fails to
meet its obligations under the arrangements, 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 shareholder (in its capacity as such)
against Prudential and/or its directors and/or its professional
service providers. It also applies to legal proceedings between
Prudential and its directors and/or Prudential and Prudential's
professional service providers that arise in connection with legal
proceedings between the shareholder and such professional service
provider. This provision could make it difficult for US and other
non-UK shareholders to enforce their shareholder
rights.
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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: 14
March 2017
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By:
/s/ Nic Nicandrou
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Nic
Nicandrou
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Chief
Financial Officer
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