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, 2018
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 ‘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,
fluctuations or negative trends in international economic and
investment climates could have a material adverse effect on
Prudential’s business and profitability. Prudential operates
in a macroeconomic and global financial market environment that
presents significant uncertainties and potential challenges, For
example, government interest rates remain low in the US, the UK and
some Asian countries in which Prudential operates.
Global
financial markets are subject to uncertainty and volatility created
by a variety of factors. These factors include the reduction in
accommodative monetary policies in the US, the UK and other
jurisdictions together with its impact on the valuation of all
asset classes, effects on interest rates and the risk of disorderly
repricing of inflation expectations and global bond yields,
concerns over sovereign debt, a general slowing in world growth,
the increased level of geopolitical risk and policy-related
uncertainty and potentially negative socio-political
events.
The
adverse effects of such factors could be felt principally through
the following items:
●
Reduced investment
returns arising on the Group’s portfolios including
impairment of debt securities and loans, 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, and/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 becoming more 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, which also adds to uncertainty over the accessibility
of financial resources and may reduce capital resources as
valuations decline. 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.
The potential impact of increased illiquidity is more uncertain
than for other risks such as interest rate or credit
risk.
In
general, 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, Jackson 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. Jackson uses a derivative hedging programme
to reduce its exposure to market risks arising on these guarantees.
There could be market circumstances where the derivatives that
Jackson enters into to hedge its market risks may not cover its
exposures under the guarantees. The cost of the guarantees that
remain unhedged will also affect Prudential’s
results.
In
addition, 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.
Also,
in the US, fluctuations in prevailing interest rates can affect
results from Jackson which has a significant spread-based business,
with the significant proportion 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.
On 29
March 2017 the UK submitted the formal notification of its
intention to withdraw from the EU pursuant to Article 50 of the
Treaty on the European Union, as amended. Following submission of
this notification, the UK has a maximum period of 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 UK’s
decision to leave 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 M&G Prudential, and these may
be impacted by a UK withdrawal from the EU. The outcome of the
negotiations on the UK’s withdrawal and any subsequent
negotiations on trade and access to the country’s major
trading markets, including the single EU market, is currently
unknown. As a result, there is ongoing uncertainty over the terms
under which the UK will leave the EU, whether any transitional
arrangements will be agreed between the UK and the EU, the
possibility of a lengthy period before negotiations are concluded,
and the potential for a disorderly exit by the UK without a
negotiated agreement. This uncertainty 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.
A
significant part of the profit from M&G Prudential’s
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 state 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
adversely affected, as might counterparty relationships between
financial institutions. If a sovereign were to default on its
obligations, or adopted policies that devalued or otherwise altered
the currencies in which its obligations were 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 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 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 that
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), capital control measures on companies and individuals,
regulation or regulatory interpretation applying to companies in
the financial services and insurance industries in any of the
markets in which Prudential operates, or 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. The adverse impact from these
changes may
affect Prudential’s product range, distribution channels,
competitiveness, profitability, capital requirements, risk
management approaches, corporate or governance structure 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. Furthermore, as a
result of interventions by governments following recent financial
and global economic conditions, there may continue to be changes 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.
Recent
shifts in the focus of some national governments toward more
protectionist or restrictive economic and trade policies could
impact on the degree and nature of regulatory changes and
Prudential’s competitive position in some geographic markets.
This could take effect, for example, through increased friction in
cross-border trade or measures favouring local enterprises such as
changes to the maximum level of non-domestic ownership by foreign
companies.
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 began a review
in late 2016 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 decision to leave the EU could result in significant
changes to the legal and regulatory regime under which the Group
operates, the nature and extent of which are uncertain while the
outcome of negotiations regarding the UK’s withdrawal from
the EU and the extent and terms of any future access to the single
EU market remains unknown.
Currently
there are also a number of other global regulatory developments
which could impact Prudential’s businesses 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), the Insurance Capital Standard (ICS) being
developed by the International Association of Insurance Supervisors
(IAIS), the Markets in Financial Instruments Directive (the
“MiFID II Directive”), which recently came into force
in the EU and the EU General Data Protection Regulation that comes
into force in May 2018. 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
including any implications from the recently enacted US tax reform
legislation and amendments to certain local statutory regimes in
some territories in Asia. There remains a high degree of
uncertainty over the potential impact of these changes on the
Group.
The
Dodd-Frank Act provides for a comprehensive overhaul of the
financial services industry within the US including reforms to
financial services entities, products and markets. 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. There is also potential uncertainty surrounding
future changes to the Dodd-Frank Act under the current US
administration.
Prudential’s
designation as a G-SII was reaffirmed on 21 November 2016. As a
result of this designation, Prudential is subject to additional
regulatory requirements, including a requirement to submit enhanced
risk management plans (such as a Group-wide Recovery Plan, a
Systemic Risk Management Plan and a Liquidity Risk Management Plan)
to a Crisis Management Group (CMG) comprised of an international
panel of regulators.
The G-SII regime also introduces capital requirements in the form
of a Higher Loss Absorption (HLA) requirement. While this
requirement was initially intended to come into force in 2019, this
has now been postponed to 2022. The HLA is also now intended to be
based on the ICS. The IAIS has announced that the implementation of
ICS will be conducted in two phases – a five-year monitoring
phase followed by an implementation phase. During the monitoring
phase, Internationally Active Insurance Groups, for which
Prudential satisfies the criteria, will be required to report on
compliance with the ICS to the group-wide supervisor on a
confidential basis, although these results will not be used as a
basis to trigger supervisory action. The Common Framework
(ComFrame) for the Supervision of Supervision of Internationally
Active Insurance Groups will more generally 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.
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 in which 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, under its standard IFRS 4 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 May 2017, the IASB published its replacement
standard on insurance accounting (IFRS 17, ‘Insurance
Contracts’), which will have the effect of introducing
fundamental changes to the statutory reporting of insurance
entities that prepare accounts according to IFRS from 2021. The
European Union will apply its usual process for assessing whether
the standard meets the necessary criteria for endorsement. The
Group is reviewing the complex requirements of this standard and
considering its potential impact. The effect of changes required to
the Group’s accounting policies as a result of implementing
the new standard is currently uncertain, but these changes can be
expected to, amongst other things, alter the timing of IFRS profit
recognition. The implementation of this standard is also likely to
require significant enhancements to IT, actuarial and finance
systems of the Group, and so will have an increase on the
Group’s expenses.
Any
changes or modification of IFRS accounting policies may require a
change in the way in which future results will be determined and/or
a retrospective adjustment of reported results to ensure
consistency.
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. Such actions may relate to the application of
current regulations for example the Financial Conduct
Authority’s (FCA) principles and conduct of business rules or
the failure to implement new regulations. 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 FCA to review annuities sold
without advice after 1 July 2008 to its contract-based defined
contribution pension customers. This will result in the UK business
being required to provide redress to certain such customers, the
ultimate amount of which remains uncertain.
Regulators
may also focus on 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 (DoL). Elements of the DoL
fiduciary duty rules, including the impartial conduct standards,
became effective on 9 June 2017 but applicability of the remaining
components of the rules has been delayed until 1 July 2019. 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.
Litigation, disputes and regulatory investigations may adversely
affect Prudential’s profitability and financial
condition
Prudential
is, and may in the future be, 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 respects 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 imposed and the inherent unpredictability of
litigation and disputes, it is possible that an adverse outcome
could 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, the ability to respond to developing demographic trends,
customer appetite for certain savings products and technological
advances. 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 include global life
insurers such as Allianz, AXA, and Manulife together with regional
insurers such as AIA and Great Eastern, and multinational asset
managers such as Franklin Templeton, HSBC Global Asset Management,
J.P. Morgan Asset Management and Schroders. In most markets, there
are also local companies that have a material market
presence.
M&G
Prudential’s principal competitors include many of the major
retail financial services companies and fund management companies
including, in particular, Aviva, Janus Henderson, Jupiter,
Legal & General, Schroders and Standard Life
Aberdeen.
Jackson’s
competitors in the US include major stock and mutual insurance
companies, mutual fund organisations, banks and other financial
services companies such as Aegon, AIG, Allianz, AXA
Financial Inc., Brighthouse, Lincoln Financial Group, MetLife
and Prudential Financial.
Prudential
believes competition will intensify across all regions in response
to consumer demand, digital and other technological advances, the
need for economies of scale and the consequential 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.
All
ratings above are stated as at 13 March 2018.
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 or human error, the
effects of natural or man-made catastrophic events (such as natural
disasters, pandemics, cyber-attacks, acts of terrorism, civil
unrest and other catastrophes) or from other external events.
Exposure to such events could disrupt Prudential’s systems
and operations significantly, which may result in financial loss
and reputational damage.
Prudential’s
business is dependent on processing a large number of transactions
across numerous and diverse products, and it employs a large number
of models, and user developed applications, some of which are
complex, in its processes. The long-term nature of much of the
Group’s business also means that accurate records have to be
maintained for significant periods. Further, Prudential operates in
an extensive and evolving legal and regulated environment which
adds to the operational complexity of its business processes and
controls.
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.
As part
of the implementation of its business strategies, Prudential has
commenced a number of change initiatives to be established across
the Group, some of which are interconnected and/or of large scale,
that
may have material financial and reputational implications if such
initiatives fail (either wholly or in part) to meet their
objectives and could place strain on the operational capacity of
the Group. These initiatives include the combination of M&G and
Prudential UK & Europe, the proposed demerger of M&G
Prudential and the intended sale of part of the UK annuity
portfolio. In addition, Prudential outsources several operations,
including a significant part of its 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 security
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.
The proposed demerger of M&G Prudential carries with it
execution risk and will require significant management
attention
The
proposed demerger of M&G Prudential (Prudential’s UK
business), is subject to a number of factors (including prevailing
market conditions, transfer of the Hong Kong business from The
Prudential Assurance Company Limited to Prudential Corporation Asia
Limited and approvals from regulators and shareholders). Therefore
there can be no certainty as to timing of the demerger, or that it
will be completed as proposed (or at all). Further, if the proposed
demerger is completed, there can be no assurance that either
Prudential plc or M&G Prudential will realise the anticipated
benefits of the transaction, or that the proposed demerger will not
adversely affect the trading value or liquidity of the shares of
either or both of the two businesses. In addition, preparing for
and implementing the proposed demerger is expected to require
significant time from management, which may divert
management’s attention from other aspects of
Prudential’s business.
Attempts by third parties to access or disrupt Prudential’s
IT systems could result in loss of trust from Prudential’s
customers, reputational damage and financial loss
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 key operations, make it difficult to recover
critical services, damage assets and compromise the integrity and
security of data (both corporate and 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. Prudential’s increasing market profile, growing
customer interest in interacting with their insurance providers and
asset managers through the internet and social media, improved
brand awareness and the classification of Prudential as a G-SII
could also increase the likelihood of Prudential being considered a
target by cyber criminals. Further, there have been recent changes
to the threat landscape and the risk from untargeted but
sophisticated and automated attacks has increased. Developments in
data protection worldwide (such as the EU General Data Protection
Regulation that comes into force in May 2018) may also increase the
financial and reputational implications for Prudential following a
significant breach of its (or its third party suppliers’) IT
systems. 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.
The failure to understand and respond effectively to the impacts of
transitional and physical risks associated with climate change
could adversely affect Prudential’s results of operations and
its long-term strategy
Climate
change poses potentially significant risks to Prudential and its
customers, not only from the physical impacts of climate change,
driven by specific climate-related events such as natural
disasters, but also from the transition risks, associated with the
shift to a low carbon economy.
The
climate risk landscape continues to evolve and is moving up the
agenda of many regulators, governments, non-governmental
organisations and investors. For example, the Financial Stability
Board (FSB’s) Task Force for Climate-related Disclosures
recommendations were published in 2017 to provide a voluntary
framework on corporate climate-related financial disclosures
following the FSB’s concern that there may be systemic risk
in the financial system related to climate change.
Global
commitments to limit climate change were recently agreed and
governmental and corporate efforts to transition to a low carbon
economy in the coming decades could have an adverse impact on
global investment assets. In particular, there is a risk that this
transition including the related changes to technology, policies
and regulations and the speed of their implementation, could result
in some sectors (such as but not limited to the fossil fuel
industry) facing significantly higher costs and a disorderly
adjustment to their asset values. This could lead to an adverse
impact on the value and the future performance of the investment
assets of the Group if climate considerations are not effectively
integrated into investment decisions and fiduciary and stewardship
duties. Where Prudential’s investment horizons are long-term,
the relevant assets are potentially more exposed to the long-term
impact of climate change.
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 relevant to a number
of lines of business in the Group, especially for 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.
In
addition, Prudential’s business may be adversely affected by
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 historically 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, which
are subject to the risks discussed elsewhere in this “Risk
Factors” section.
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 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. In addition, the
level of control exercisable by the Group could also be subject to
changes in the maximum level of non-domestic ownership imposed on
foreign companies in certain jurisdictions. 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
therefore 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 2018
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PRUDENTIAL
PUBLIC LIMITED COMPANY
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By: /s/ Mark
FitzPatrick
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Mark FitzPatrick
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Chief Financial Officer
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