As filed with the Securities and Exchange Commission on July 28, 2004

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

 

Prudential Public Limited Company

 

Laurence Pountney Hill, London EC4R 0HH, England

 

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  ý

 

 

Form   40-F  o

 

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  o

 

 

No  ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 



 

The following items are hereby incorporated by reference in Prudential Public Limited Company’ s registration statement on Form F-3 (file number 333-117208):

 

1.  Prudential plc 2004 Unaudited Interim Results and accompanying Financial Review.

 

2



 

FINANCIAL REVIEW

 

Insurance and Investment Products New Business

 

Prudential continued to benefit from the strength of its international operations with total new business flows reaching £17.3 billion, 13 per cent ahead of last year.

 

Total sales of new insurance and investment products outside the UK represented 72 per cent of the Group total of £17.3 billion.

 

Total insurance sales were £5.6 billion up 12 per cent and sales outside the UK were 52 per cent of the Group’s total.

 

Total investment products funds under management increased by 2 per cent in the six months to £31.5 billion, with net investment flows of £587 million and net market and other movements of £159 million.  Gross investment flows increased 13 per cent to £11.8 billion.

 

Modified Statutory Basis – Operating Profit

 

Total operating profit before tax on the modified statutory basis (MSB) was £304 million,  £127 million up on the £177 million for the first half in 2003.

 

UK and Europe Insurance Operations’ operating profit in 2004 was £152 million, £14 million above the restated 2003 half year figure.  The increase primarily reflected higher profits from PRIL, offset by lower profits from the PAC with-profits fund, primarily due to lower annual and terminal bonuses (as announced in February 2004).  The 2003 half year result has been restated for a £5 million positive adjustment in respect of the financing element of certain reinsurance contracts.  This is required by changes to the Statement of Recommended Practice (SORP) for accounting for insurance business that was issued by the Association of British Insurers in November 2003.

 

The US Operations’ result, which is based on US GAAP adjusted where necessary to comply with UK GAAP, of £114 million was up 33 per cent on 2003.  The increase in profits primarily reflected higher spread income, higher fee and other income and lower average realised bond losses, offset by the related increased deferred acquisition cost amortisation and a lower level of capitalised costs. In addition, the operating result includes two one-off items, a receipt of a legal settlement and an accounting adjustment arising from the adoption of SOP 03-01 “Accounting and Reporting by Insurance Enterprises for Certain Non-traditional Long Duration Contracts and for Separate Accounts”, which covers a number of requirements including Guaranteed Minimum Death Benefits (GMDB) provisioning. The required changes to GMDB provisioning were, however, implemented early and included in the results for the full year 2002.  These items have increased operating profit by £19 million and £8 million respectively.

 

The Asian Operations’ operating profit (before development expenses) was £74 million up £38 million on 2003.  The three largest established operations (Singapore, Hong Kong and Malaysia) saw their combined MSB operating profit increase by 31 per cent to £53 million.  This was offset by expected losses in newer Asian operations,

 

3



 

such as Japan, India and Korea as they continue to build scale and fund new business strain. The first half result benefited from a number of one-off items (including investment gains) totalling £7 million.

 

M&G more than doubled its total operating profit to £79 million for the first half of 2004.  This includes £19 million of carried interest generated by PPM Ventures after several exceptional realisations during the first half of the year, which are not expected to recur.  M&G’s operating profit, excluding performance fees but including £7 million of one-off items, increased to £59 million from £38 million.  This growth reflects the benefits of higher equity markets in the first half of the year (the FTSE All-Share Index averaged 20 per cent more in the first half of 2004 than in the same period in 2003) combined with successful new business initiatives.  Moreover, the many measures taken by M&G over the past few years to control its cost base have continued, allowing increased revenues to flow through to operating profit.

 

Egg’s UK Banking operation generated a profit of £35 million in the first half of 2004 and acquired 292,000 customers, giving it a total customer base of almost 3.5 million.  Revenue has grown steadily in each quarter and increased by 19 per cent on the same period last year.  The operating loss in France was £32 million compared to £49 million in 2003.  The total loss for the first six months was £4 million versus a £23 million loss in the first half of 2003.  Egg’s results were presented in their own report issued on 22 July.  On 13 July, Egg announced that it intended to take the necessary steps to withdraw from the French market at an expected pre-tax cost of €170 million (£113 million) to be provided in the second half of 2004.

 

Other net expenditure was £101 million compared with £86 million in 2003. Investment and other income of £16 million was up £4 million on prior year. Interest expenditure during 2004 was £74 million compared with £67 million in 2003.   Corporate head office costs were £25 million compared with £19 million in 2003 and Asian regional head office costs were £18 million compared with £12 million in 2003.  The increase in the corporate head office costs reflects the substantial work being undertaken for the implementation of International Financial Reporting Standards and regulatory changes.

 

Modified Statutory Basis – Profit After Tax

 

MSB profit after tax and minority interests was £156 million reflecting a tax charge of £119 million and a £7 million charge in respect of minority interests.  Tax on operating profit was 30 per cent, whereas the effective rate of tax on total profit in 2004 was 42 per cent, compared with 30 per cent in the first half 2003 and 41 per cent at the 2003 full year.  The increase in the effective rate of tax on total profit is due to the impact of short-term fluctuations in investment returns, not all of which are tax affected.

 

It is anticipated that the effective rate of tax on operating profit for the full year will increase reflecting the higher proportion of profit from our US Operation which is subject to a higher tax rate.

 

Earnings and Dividend Per Share

 

Earnings per share on an MSB operating profit basis were 10.6 pence, up 4.0 pence on 2003.

 

4



 

The interim dividend per share of 5.4 pence represents 1.9 per cent increase on 2003 interim dividend and will be paid on 29 October 2004.

 

Post Balance Sheet Events

 

On 1 July, the sale of Prudential Assurance Company’s 15 per cent interest in Life Assurance Holding Corporation Limited to Swiss Re was announced.  The sale is expected to complete in August 2004 subject to regulatory approvals. Prudential’s share of the consideration, net of retentions, is expected to be £35 million and generate an £8 million profit on disposal.

 

On 2 July, Prudential announced the sale by Jackson National Life of Jackson Federal Bank, its wholly owned subsidiary, to Union Bank of California for £168 million.  The sale is conditional upon regulatory approvals and is expected to complete in the fourth quarter of 2004.  Prudential anticipates recording a £38 million profit on disposal.

 

On 13 July, Egg announced that it intended to take the necessary steps to withdraw from the French market at an expected cost of €170 million (£113 million) to be provided in the second half of 2004.

 

At the full year it is expected that the operating results of the Jackson Federal Bank and Egg France businesses will be classified as discontinued operations.

 

Shareholders’ Borrowings and Financial Flexibility

 

Net core structural borrowings at 30 June 2004 were £2.2 billion,  £0.1 billion up on the 2003 year end position.  This reflects a net cash outflow of £68 million during the period.

 

Prudential plc enjoys strong debt ratings from both Standard & Poor’s and Moody’s.  Prudential long-term senior debt is rated AA- (negative outlook) and A2 (stable outlook) from Standard & Poor’s and Moody’s respectively, while short-term ratings are A1+ and P-1.

 

The Group also has access to £1.3 billion committed bank facilities provided by 13 major international banks and a £500 million committed securities lending liquidity facility.

 

Prudential continues to manage its balance sheet efficiently with regard to both ratings and capital efficiency and targets its interest cover and gearing ratios to AA rating levels.

 

Prudential continues to manage its balance sheet actively to minimise our cost of capital and improve the regulatory treatment of our capital.  Prudential intends to take advantage of currently favourable opportunities in the retail debt markets to raise hybrid debt to pre-finance debt maturing next year.

 

5



 

Funds Under Management

 

Insurance and investment funds under management across the Group at 30 June 2004 totalled £170 billion compared with £168 billion at the end of 2003.   The total includes £141 billion of Group internal funds under management and £29 billion of external funds under management.

 

Shareholders’ Funds

 

Statutory basis shareholders’ funds at 30 June 2004 were £3.3 billion, up £0.1 billion from the 2003 year end, principally reflecting retained earnings in the period.

 

Statutory basis shareholder’s funds at 1 January 2004 have been reduced by £38 million following the implementation of UITF Abstract 38 on Accounting for ESOP Trusts.

 

Financial Strength of Insurance Operations

 

United Kingdom Long-Term Fund

 

A common measure of financial strength in the UK for long-term insurance business is the free asset ratio.  The free asset ratio is the ratio of assets less liabilities to liabilities, and is expressed as a percentage of liabilities.  On a comparable basis the free asset (or Form 9) ratio of the Prudential Assurance Company long-term fund was approximately 10.7 per cent at the end of June 2004 compared with 10.5 per cent at the end of 2003.

 

The valuation has been prepared on a conservative basis in accordance with the Financial Services Authority (FSA) valuation rules, and without use of implicit items. No allowance has been taken for the present value of future profits and the PAC long-term fund has not entered into any financial reinsurance contracts, with the exception of certain treaties with a value of approximately £42 million which were transferred from the Scottish Amicable Life linked fund at the end of 2002.

 

The Prudential Assurance Company long-term fund is very strong, with the inherited estate measured on an essentially deterministic basis of more than £6 billion at the 2003 year end.  Prudential estimates that the estate at 30 June 2004 is valued at a similar level.  On a realistic basis, with liabilities recorded on a market consistent basis calculated using the approach set out in the ABI guidance for reporting, as used to report the 2003 year end position, the value of free assets is expected to be at a similar level of around £5 billion.

 

The size of the inherited estate fluctuates from year to year depending on the investment return and the extent to which it has been required to meet smoothing costs, guarantees and other events.  The Company believes that it would be beneficial if there were greater clarity as to the status of the inherited estate and therefore it has discussed with the Financial Services Authority (FSA) the principles that would apply to any re-attribution of the inherited estate. No conclusions have been reached.  Furthermore, the Company expects the entire inherited estate will need to be retained within the long-term fund for the foreseeable future to provide working capital and so it has not considered any distribution of the inherited estate to policyholders and shareholders.

 

6



 

The PAC long-term fund is rated AA+ by Standard & Poor’s, Aa1 by Moody’s and A++ by AM Best Co.

 

7



 

PRUDENTIAL PLC 2004 UNAUDITED INTERIM RESULTS

 

Results Summary

 

Half Year
2004 £m

 

Restated
Half Year
2003 £m

 

Restated
Full Year
2003 £m

 

Statutory Basis Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit before amortisation of goodwill and exceptional items

 

304

 

177

 

357

 

 

 

 

 

 

 

 

 

Profit on ordinary activities before tax

 

282

 

200

 

350

 

 

 

 

 

 

 

 

 

Operating earnings per share

 

10.6

p

6.6

p

12.9

p

 

 

 

 

 

 

 

 

Basic earnings per share

 

7.8

p

7.3

p

10.4

p

 

 

 

 

 

 

 

 

Shareholders’ funds

 

£

3.3

bn

£

3.6

bn

£

3.2

bn

 

 

 

Half Year
2004

 

Half Year
2003

 

Full Year
2003

 

Dividend Per Share

 

5.4

p

5.3

p

16.0

p

 

 

 

 

 

 

 

 

Insurance and Investment Funds under Management

 

£

170

bn

£

162

bn

£

168

bn

 

Operating profit and operating earnings per share include investment returns at the expected long-term rate of return but exclude amortisation of goodwill and exceptional items.  The directors believe that operating profit, as adjusted for these items, better reflects underlying performance. Profit on ordinary activities and basic earnings per share include these items together with actual investment returns.  This basis of presentation has been adopted consistently throughout this Interim Report.

 

Consistent with the change in policy to implement the revised ABI SORP for 2003 Full Year reporting, the statutory basis results for the 2003 Half Year have been restated.  In addition, the statutory basis shareholders’ funds shown above including those for the 2003 Half Year and the 2003 Full Year include the minor impact of the implementation of UITF Abstract 38 on Accounting for ESOP Trusts.

 

8



 

TOTAL INSURANCE AND INVESTMENT PRODUCTS NEW BUSINESS

 

Insurance Products and Investment Products

 

 

 

Insurance Products

 

Investment Products

 

Total

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

UK and Europe Operations

 

2,709

 

2,139

 

4,129

 

2,177

 

2,016

 

3,797

 

4,886

 

4,155

 

7,926

 

US Operations

 

2,348

 

2,448

 

4,066

 

 

 

 

2,348

 

2,448

 

4,066

 

Asian Operations

 

521

 

391

 

989

 

9,584

 

8,363

 

18,157

 

10,105

 

8,754

 

19,146

 

Group Total

 

5,578

 

4,978

 

9,184

 

11,761

 

10,379

 

21,954

 

17,339

 

15,357

 

31,138

 

 

Insurance Products - New Business Premiums

 

 

 

Single

 

Regular

 

Total

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

UK and Europe Insurance Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct to customer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual annuities

 

306

 

367

 

658

 

 

 

 

306

 

367

 

658

 

Individual pensions and life

 

12

 

13

 

21

 

6

 

7

 

12

 

18

 

20

 

33

 

Department of Work and Pensions rebate business

 

252

 

280

 

280

 

 

 

 

252

 

280

 

280

 

Total

 

570

 

660

 

959

 

6

 

7

 

12

 

576

 

667

 

971

 

Business to Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate pensions

 

77

 

92

 

167

 

75

 

70

 

127

 

152

 

162

 

294

 

Individual annuities

 

94

 

105

 

224

 

 

 

 

94

 

105

 

224

 

Bulk annuities

 

210

 

157

 

287

 

 

 

 

210

 

157

 

287

 

Total

 

381

 

354

 

678

 

75

 

70

 

127

 

456

 

424

 

805

 

Intermediated distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life

 

446

 

323

 

818

 

2

 

17

 

22

 

448

 

340

 

840

 

Individual annuities

 

545

 

390

 

829

 

 

 

 

545

 

390

 

829

 

Individual and corporate pensions

 

150

 

56

 

121

 

16

 

16

 

29

 

166

 

72

 

150

 

Department of Work and Pensions rebate business

 

92

 

60

 

103

 

 

 

 

92

 

60

 

103

 

Total

 

1,233

 

829

 

1,871

 

18

 

33

 

51

 

1,251

 

862

 

1,922

 

Partnerships

 

389

 

157

 

344

 

1

 

 

 

390

 

157

 

344

 

Europe

 

36

 

29

 

87

 

 

 

 

36

 

29

 

87

 

Total UK and Europe Insurance Operations

 

2,609

 

2,029

 

3,939

 

100

 

110

 

190

 

2,709

 

2,139

 

4,129

 

US Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed annuities

 

573

 

953

 

1,375

 

 

 

 

573

 

953

 

1,375

 

Equity linked indexed annuities

 

158

 

112

 

255

 

 

 

 

158

 

112

 

255

 

Variable annuities

 

1,006

 

910

 

1,937

 

 

 

 

1,006

 

910

 

1,937

 

Life

 

 

 

 

10

 

8

 

13

 

10

 

8

 

13

 

Guaranteed Investment Contracts

 

32

 

186

 

183

 

 

 

 

32

 

186

 

183

 

GIC - Medium Term Notes

 

569

 

279

 

303

 

 

 

 

569

 

279

 

303

 

Total

 

2,338

 

2,440

 

4,053

 

10

 

8

 

13

 

2,348

 

2,448

 

4,066

 

Asian Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China

 

5

 

4

 

7

 

6

 

5

 

11

 

11

 

9

 

18

 

Hong Kong

 

108

 

76

 

189

 

35

 

34

 

83

 

143

 

110

 

272

 

India (Group’s 26% interest)

 

3

 

2

 

4

 

17

 

6

 

16

 

20

 

8

 

20

 

Indonesia

 

21

 

8

 

27

 

14

 

13

 

31

 

35

 

21

 

58

 

Japan

 

7

 

5

 

9

 

3

 

20

 

35

 

10

 

25

 

44

 

Korea

 

27

 

0

 

19

 

27

 

10

 

30

 

54

 

10

 

49

 

Malaysia

 

3

 

6

 

11

 

21

 

24

 

59

 

24

 

30

 

70

 

Singapore

 

96

 

51

 

181

 

20

 

26

 

57

 

116

 

77

 

238

 

Taiwan

 

30

 

9

 

28

 

57

 

64

 

132

 

87

 

73

 

160

 

Other

 

4

 

3

 

7

 

17

 

25

 

53

 

21

 

28

 

60

 

Total

 

304

 

164

 

482

 

217

 

227

 

507

 

521

 

391

 

989

 

Group Total

 

5,251

 

4,633

 

8,474

 

327

 

345

 

710

 

5,578

 

4,978

 

9,184

 

 

Investment Products - Funds Under Management

 

 

 

1 Jan 2004

 

Gross Inflows

 

Redemptions

 

Market Movements

 

30 June 2004

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

UK and Europe Operations

 

24,192

 

2,177

 

(2,267

)

340

 

24,442

 

Asian Operations

 

6,596

 

9,584

 

(8,907

)

(181

)

7,092

 

Group Total

 

30,788

 

11,761

 

(11,174

)

159

 

31,534

 

 

9



 

STATUTORY BASIS RESULTS

 

 

 

Half Year
2004 £m

 

Restated
(note 3)
Half Year
2003 £m

 

Full Year
2003 £m

 

Summarised Consolidated Profit and Loss Account

 

 

 

 

 

 

 

Long-term business gross premiums written (note 5)

 

7,526

 

7,301

 

13,781

 

Profit on ordinary activities before tax

 

282

 

200

 

350

 

Tax (note 6)

 

(119

)

(59

)

(144

)

Profit for the period before minority interests

 

163

 

141

 

206

 

Minority interests

 

(7

)

5

 

2

 

Profit for the period after minority interests

 

156

 

146

 

208

 

Dividends (note 7)

 

(109

)

(106

)

(320

)

 

 

 

 

 

 

 

 

Retained profit (loss) for the period

 

47

 

40

 

(112

)

 

 

 

 

 

 

 

 

Reconciliation of Operating Profit to Profit on Ordinary Activities

 

 

 

 

 

 

 

Operating profit before amortisation of goodwill and exceptional items and arising wholly from continuing operations

 

304

 

177

 

357

 

Amortisation of goodwill

 

(49

)

(49

)

(98

)

Operating profit based on long-term investment returns

 

255

 

128

 

259

 

Short-term fluctuations in investment returns

 

27

 

72

 

91

 

Profit on ordinary activities before tax

 

282

 

200

 

350

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

Based on operating profit after tax and related minority interests before amortisation of goodwill and exceptional items of £212m (£132m and £257m)

 

10.6

p

6.6

p

12.9

p

Adjustment for amortisation of goodwill

 

(2.4

)p

(2.5

)p

(4.9

)p

Adjustment from post-tax long-term investment returns to post-tax actual investment returns (after related minority interests)

 

(0.4

)p

3.2

p

2.4

p

 

 

 

 

 

 

 

 

Based on profit for the period after minority interests of £156m (£146m and £208m)

 

7.8

p

7.3

p

10.4

p

 

 

 

 

 

 

 

 

Average number of shares

 

2,004

m

1,995

m

1,996

m

 

 

 

 

 

 

 

 

Dividend Per Share

 

5.4

p

5.3

p

16.0

p

 

10



 

Operating Profit before Amortisation of Goodwill and Exceptional Items

 

Results Analysis by Business Area

 

Half Year
2004 £m

 

Restated
(note 3)
Half Year
2003 £m

 

Full Year
2003 £m

 

UK and Europe Operations

 

 

 

 

 

 

 

UK and Europe Insurance Operations

 

152

 

138

 

256

 

M&G

 

79

 

38

 

83

 

Egg

 

(4

)

(23

)

(34

)

Total

 

227

 

153

 

305

 

US Operations

 

 

 

 

 

 

 

Jackson National Life

 

116

 

87

 

165

 

Broker-dealer and fund management

 

(2

)

(1

)

(3

)

Total

 

114

 

86

 

162

 

Asian Operations

 

 

 

 

 

 

 

Long-term business

 

64

 

34

 

85

 

Fund Management

 

10

 

2

 

13

 

Development expenses

 

(10

)

(12

)

(27

)

Total

 

64

 

24

 

71

 

Other Income and Expenditure

 

 

 

 

 

 

 

Investment return and other income

 

16

 

12

 

29

 

Interest payable on core structural borrowings

 

(74

)

(67

)

(143

)

Corporate expenditure:

 

 

 

 

 

 

 

Group Head Office

 

(25

)

(19

)

(43

)

Asia Regional Head Office

 

(18

)

(12

)

(24

)

Total

 

(101

)

(86

)

(181

)

 

 

 

 

 

 

 

 

Operating profit before amortisation of goodwill and exceptional items

 

304

 

177

 

357

 

 

11



 

 

 

 

 

Restated
(notes 2 and 3)

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Consolidated Statement of Total Recognised Gains and Losses

 

 

 

 

 

 

 

Profit for the financial period after minority interests

 

156

 

146

 

208

 

Exchange movements, net of related tax

 

(28

)

(55

)

(253

)

Total recognised gains (losses) relating to the financial period

 

128

 

91

 

(45

)

Prior year adjustment on implementation of UITF 38

 

(38

)

 

 

 

 

 

 

 

 

 

 

 

 

Total gains recognised since previous Report

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

Movement in Shareholders’ Capital and Reserves

 

 

 

 

 

 

 

Total recognised gains (losses) relating to the financial period

 

128

 

91

 

(45

)

New share capital subscribed

 

61

 

21

 

30

 

Dividends

 

(109

)

(106

)

(320

)

Consideration paid for own shares

 

 

(3

)

(3

)

Movement in cost of own shares

 

 

 

1

 

 

 

 

 

 

 

 

 

Net increase (decrease) in shareholders’ capital and reserves

 

80

 

3

 

(337

)

Shareholders’ capital and reserves at beginning of period

 

 

 

 

 

 

 

As originally reported

 

3,278

 

3,668

 

3,668

 

Prior year adjustments:

 

 

 

 

 

 

 

On implementation of revised ABI SORP

 

 

(55

)

(55

)

On implementation of UITF 38

 

(38

)

(36

)

(36

)

 

 

 

 

 

 

 

 

As restated

 

3,240

 

3,577

 

3,577

 

 

 

 

 

 

 

 

 

Shareholders’ capital and reserves at end of period

 

3,320

 

3,580

 

3,240

 

 

12



 

Summarised Consolidated Balance Sheet

 

 

 

 

 

Restated
(notes 2 and 3)

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Assets

 

 

 

 

 

 

 

Goodwill

 

1,455

 

1,555

 

1,504

 

Investments in respect of non-linked business:

 

 

 

 

 

 

 

Equities

 

35,494

 

31,145

 

34,877

 

Fixed income securities

 

65,075

 

66,689

 

64,591

 

Properties

 

10,818

 

10,788

 

10,965

 

Deposits with credit institutions

 

3,088

 

4,109

 

4,088

 

Other investments (principally mortgages and loans)

 

5,763

 

5,887

 

5,719

 

 

 

120,238

 

118,618

 

120,240

 

Assets held to cover linked liabilities

 

21,278

 

17,498

 

19,921

 

Reinsurers’ share of technical provisions

 

776

 

1,159

 

924

 

Banking business assets

 

13,203

 

12,104

 

12,629

 

Cash at bank and in hand

 

1,410

 

1,397

 

1,221

 

Deferred acquisition costs

 

2,954

 

3,218

 

2,952

 

Other assets

 

2,879

 

3,028

 

2,318

 

 

 

 

 

 

 

 

 

Total assets

 

164,193

 

158,577

 

161,709

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Share capital

 

101

 

100

 

100

 

Share premium

 

553

 

550

 

553

 

Statutory basis retained profit

 

2,704

 

2,969

 

2,625

 

Shareholders’ capital and reserves before cost of shares held in trusts for employee incentive plans

 

3,358

 

3,619

 

3,278

 

Cost of shares held in trusts for employee incentive plans

 

(38

)

(39

)

(38

)

Shareholders’ capital and reserves after cost of shares held in trusts for employee incentive plans

 

3,320

 

3,580

 

3,240

 

Minority interests

 

103

 

103

 

107

 

Subordinated liabilities (note 8)

 

1,313

 

1,363

 

1,322

 

Fund for future appropriations

 

12,110

 

9,885

 

12,657

 

Technical provisions in respect of non-linked business

 

101,537

 

101,613

 

101,178

 

Technical provisions for linked liabilities

 

21,554

 

17,843

 

20,195

 

Deferred tax

 

1,239

 

680

 

1,154

 

Debenture loans (note 8)

 

1,777

 

1,806

 

1,781

 

Other borrowings (note 8)

 

1,499

 

2,721

 

1,342

 

Banking business liabilities

 

12,245

 

11,150

 

11,681

 

Obligations of Jackson National Life under funding and stocklending arrangements

 

3,652

 

4,274

 

3,762

 

Tax

 

996

 

840

 

851

 

Dividend payable

 

109

 

106

 

214

 

Other liabilities

 

2,739

 

2,613

 

2,225

 

 

 

 

 

 

 

 

 

Total liabilities

 

164,193

 

158,577

 

161,709

 

 

13



 

FRS1 Consolidated Cash Flow Statement

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Operations

 

 

 

 

 

 

 

Net cash inflow from operating activities

 

224

 

55

 

88

 

Servicing of finance

 

 

 

 

 

 

 

Interest paid

 

(91

)

(88

)

(172

)

Tax

 

 

 

 

 

 

 

Tax received

 

0

 

81

 

128

 

Acquisitions and disposals

 

 

 

 

 

 

 

Net cash inflow from disposal of European businesses

 

 

 

27

 

Equity dividends

 

 

 

 

 

 

 

Equity dividends paid

 

(214

)

(341

)

(447

)

 

 

 

 

 

 

 

 

Net cash outflow before financing

 

(81

)

(293

)

(376

)

 

 

 

 

 

 

 

 

Financing

 

 

 

 

 

 

 

(Redemption) issue of borrowings

 

(2

)

811

 

829

 

Reduction in credit facility utilised by investment subsidiaries managed by PPM America

 

(4

)

(141

)

(151

)

Issues of ordinary share capital

 

61

 

21

 

30

 

Net cash inflow from financing

 

55

 

691

 

708

 

 

 

 

 

 

 

 

 

Net cash (outflow) inflow for the period

 

(26

)

398

 

332

 

 

 

 

 

 

 

 

 

The net cash (outflow) inflow was (financed) invested as follows:

 

 

 

 

 

 

 

Net purchases (sales) of portfolio investments

 

226

 

9

 

(149

)

(Decrease) increase in cash and short-term deposits, net of overdrafts

 

(252

)

389

 

481

 

 

 

 

 

 

 

 

 

 

 

(26

)

398

 

332

 

 

In accordance with FRS 1, this statement excludes the cash flows of long-term business funds.

The reconciliation from operating profit before amortisation of goodwill to net cash inflow from operating activities is summarised below:

 

 

 

Half Year
2004 £m

 

Restated
(note 3)
Half Year
2003 £m

 

Full Year
2003 £m

 

Operating profit before amortisation of goodwill

 

304

 

177

 

357

 

Add back interest charged to operating profit^

 

101

 

91

 

189

 

Adjustments for non-cash items:

 

 

 

 

 

 

 

Tax on long-term business profits

 

(106

)

(67

)

(150

)

Amounts retained in long-term business operations and Egg, timing differences and other items

 

(75

)

(146

)

(308

)

Net cash inflow from operating activities (as shown above)

 

224

 

55

 

88

 

 


^ This adjustment comprises interest payable on core structural borrowings, commercial paper and other borrowings, non-recourse

borrowings of investment subsidiaries managed by PPM America and structural borrowings of Egg.  Interest payable on long-term business with-profits fund borrowings and other trading activities has been excluded from this adjustment.

 

14



 

Notes on the Unaudited Statutory Basis Results

 

(1)          The statutory basis results for the 2004 and 2003 Half Years are unaudited.  With the exception of the implementation of UITF 38, as described in note 2 below, the 2004 Half Year results have been prepared using the same accounting policies as were used in the 2003 statutory accounts and the 2003 Full Year results have been derived from those accounts.  The auditors have reported on the 2003 statutory accounts and they have been delivered to the Registrar of Companies. The auditors’ report was not qualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.

 

(2)          The Company has implemented UITF Abstract 38 - “Accounting for ESOP Trusts” in preparing its 2004 Half Year results which requires the Company to present the cost of acquiring shares held in trusts for employee incentive plans as a deduction in determining shareholders’ funds. The effect of the change in policy is to reduce shareholders’ funds at 1 January 2004 from the previously published 31 December 2003 level by £38m.  Comparative figures have been restated accordingly.

 

(3)          For 2003 Full Year reporting, the Company implemented the revised Statement of Recommended Practice on accounting for insurance business issued by the Association of British Insurers in November 2003. The only significant change related to the accounting treatment of certain reinsurance contracts. To be consistent with the change of policy, the 2003 Half Year results have been restated from the previous basis. The effect of the change in policy on the 2003 Half Year restated results is to increase pre-tax operating profit for the 2003 Half Year by £5m and to reduce shareholders’ funds at 30 June 2003 by £48m.

 

(4)          The long-term business profit of the UK and Europe Insurance Operations has been calculated assuming that the shareholder proportion of surplus allocated to shareholders from the with-profits business of The Prudential Assurance Company Limited remains at 10 per cent.

 

(5)          An analysis of long-term business gross premiums written is set out below:

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

UK and Europe Insurance Operations

 

3,926

 

3,803

 

7,264

 

US Operations

 

2,505

 

2,604

 

4,369

 

Asian Operations

 

1,095

 

894

 

2,148

 

 

 

7,526

 

7,301

 

13,781

 

 

(6)          The tax charge of £119m for the 2004 Half Year (2003 Half Year: £59m) comprises £37m (£26m) UK tax and £82m (£33m) overseas tax.

 

(7)          The interim dividend of 5.4p per share will be paid on 29 October 2004 to shareholders on the register at the close of business on 20 August 2004.  A scrip dividend alternative will be offered to shareholders.

 

(8)          An analysis of borrowings is set out below:

 

 

 

Half Year
2004 £m

 

Half Year
2003 £m

 

Full Year
2003 £m

 

Net core structural borrowings of shareholder financed operations

 

2,193

 

2,262

 

2,135

 

Add back holding company cash and short-term investments

 

403

 

364

 

432

 

Gross core structural borrowings of shareholder financed operations

 

2,596

 

2,626

 

2,567

 

Commercial paper and other borrowings to support a short-term fixed income securities reinvestment programme

 

1,203

 

1,184

 

1,074

 

Non-recourse borrowings of investment subsidiaries managed by PPM America

 

210

 

224

 

214

 

Egg debenture loans

 

451

 

451

 

451

 

UK Insurance Operations long-term business with-profits fund borrowings

 

109

 

100

 

120

 

Obligations of Jackson National Life under sale and repurchase agreements

 

2

 

1,290

 

 

Other borrowings of shareholder financed operations

 

18

 

15

 

19

 

 

 

4,589

 

5,890

 

4,445

 

This total is recorded in the statutory basis summarised consolidated balance sheet as:

 

 

 

 

 

 

 

Subordinated liabilities

 

1,313

 

1,363

 

1,322

 

Debenture loans

 

1,777

 

1,806

 

1,781

 

Other borrowings

 

1,499

 

2,721

 

1,342

 

 

 

4,589

 

5,890

 

4,445

 

 

(9)          On 1 July 2004, the sale of the Company’s 15% interest in Life Assurance Holding Corporation Limited to Swiss Re was announced. The sale is expected to complete in August 2004, subject to regulatory approvals, and the Company’s share of the consideration net of retentions is expected to be £35m.

 

On 2 July 2004, the Company announced the sale by Jackson National Life of Jackson Federal Bank, its wholly owned subsidiary, to Union Bank of California for US$305m (£168m). The sale is conditional upon regulatory approvals and is expected to complete in the fourth quarter of 2004.

 

On 13 July 2004, Egg announced that it intended to take the necessary steps to withdraw from the French Market at an expected cost of Euros 170m (£113m).

 

It is expected that the operating results of Jackson Federal Bank and Egg France will be classified as discontinued operations in the 2004 Full Year results.

 

15



 

SIGNATURE

 

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.

 

 

Prudential Public Limited Company

 

 

 

 

By:

/s/ Philip Broadley

 

 

 

 

 

 

Name:

PHILIP BROADLEY

 

 

 

 

 

 

Title:

GROUP FINANCE DIRECTOR

 

 

 

 

 

 

Date: 

July 28, 2004

 

16