Old Mutual 2015 Preliminary Results - Part 2

RNS Number : 7713R
Old Mutual PLC
11 March 2016
 

Part 3 - Financial information


Index to the financial information

For the year ended 31 December 2015


 

 


Statement of directors' responsibilities in respect of the preliminary announcement of the Annual Report and the financial statements

 

62

Consolidated income statement

 

63

Consolidated statement of comprehensive income

 

64

Reconciliation of adjusted operating profit to profit after tax

 

65

Consolidated statement of financial position

 

66

Consolidated statement of cash flows

 

67

Consolidated statement of changes in equity

 

68

Notes to the consolidated financial statements

 



A: Significant accounting policies

 

72


B: Segment information

 

74


C: Other key performance information

 

84


D: Other income statement notes

 

90


E: Financial assets and liabilities

 

92


F: Non-financial assets and liabilities

 

100


G: Other notes

 

103


H: Discontinued operations and disposal groups held for sale

 

107



 

Statement of directors' responsibilities

in respect of the preliminary announcement of the Annual Report and the financial statements

The directors confirm that to the best of their knowledge:

n The results in this preliminary announcement have been taken from the Group's 2015 Annual Report and Accounts, which will be available on the Company's website on 13 April 2016

n The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole, and

n The Annual Report includes a fair review of the development and performance of the business and the position of Old Mutual plc and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

Bruce Hemphill                                        Ingrid Johnson
Group Chief Executive                            Group Finance Director

11 March 2016

Consolidated income statement


For the year ended 31 December 2015







£m


Notes

Year ended

31 December

2015

Year ended

31 December

2014

Revenue




Gross earned premiums

B2

3,589

3,209

Outward reinsurance


(335)

(308)

Net earned premiums


3,254

2,901

Investment return (non-banking)


3,795

6,304

Banking interest and similar income


3,320

3,057

Banking trading, investment and similar income


213

197

Fee and commission income, and income from service activities


3,027

2,894

Other income


86

125

Total revenue


13,695

15,478

Expenses




Claims and benefits (including change in insurance contract provisions)


(3,450)

(4,098)

Reinsurance recoveries


279

215

Net claims and benefits incurred


(3,171)

(3,883)

Change in investment contract liabilities


(2,203)

(3,544)

Credit impairment charges


(307)

(252)

Finance costs


(49)

(54)

Banking interest payable and similar expenses


(1,924)

(1,672)

Fee and commission expenses, and other acquisition costs


(786)

(863)

Change in third-party interest in consolidated funds


(208)

(322)

Other operating and administrative expenses


(3,759)

(3,548)

Total expenses


(12,407)

(14,138)

Share of associated undertakings' and joint ventures' profit after tax


67

26

Loss on disposal of subsidiaries, associated undertakings and strategic

   investments

C1(c)

(36)

(2)

Profit before tax


1,319

1,364

Income tax expense

D1

(374)

(462)

Profit from continuing operations after tax


945

902

Discontinued operations




Loss from discontinued operations after tax

H1

(21)

(50)

Profit after tax for the financial year


924

852





Attributable to




Equity holders of the parent


614

582

Non-controlling interests




  Ordinary shares

F2(a)(i)

291

252

  Preferred securities

F2(a)(ii)

19

18

Profit after tax for the financial year


924

852





Earnings per ordinary share




Basic earnings per share based on profit from continuing

   operations (pence)


13.2

13.5

Basic earnings per share based on profit from discontinued

   operations (pence)


(0.5)

(1.1)

Basic earnings per ordinary share (pence)

C2(a)

12.7

12.4

Diluted basic earnings per share based on profit from continuing

   operations (pence)


12.6

12.5

Diluted basic earnings per share based on profit from discontinued

   operations (pence)


(0.4)

(1.0)

Diluted basic earnings per ordinary share (pence)

C2(b)

12.2

11.5





Weighted average number of ordinary shares (millions)

C2(a)

4,641

4,485

Consolidated statement of comprehensive income

 

For the year ended 31 December 2015




 




£m

 



Year ended

 31 December

2015

Year ended

 31 December

 2014

 

Profit after tax for the financial year


924

852

 

Other comprehensive income for the financial year




 

Items that will not be reclassified subsequently to profit or loss




 

Fair value movements




 

  Property revaluation


18

28

 

Measurement movements on defined benefit plans


20

2

 

Income tax on items that will not be reclassified subsequently to profit or loss

D1(c)

(4)

(7)

 



34

23

 

Items that may be reclassified subsequently to profit or loss




 

Fair value movements




 

  Net investment hedge


13

(9)

 

  Available-for-sale investments




 

    Fair value (losses)/gains


(7)

21

 

    Recycled to profit or loss


(5)

(20)

 

Exchange difference recycled to profit or loss on disposal of business


(71)

(85)

 

Shadow accounting


(10)

(5)

 

Currency translation differences on translating foreign operations


(1,106)

(68)

 

Other movements


(24)

(18)

 

Income tax on items that may be reclassified subsequently to profit or loss

D1(c)

-

(5)

 



(1,210)

(189)

 

Total other comprehensive income for the financial year


(1,176)

(166)

 





 

Total comprehensive income for the financial year


(252)

686

 





 

Attributable to




 

Equity holders of the parent


(232)

434

 

Non-controlling interests




 

   Ordinary shares


(39)

234

 

   Preferred securities


19

18

 

Total comprehensive income for the financial year


(252)

686

 

Reconciliation of adjusted operating profit to profit after tax

 

For the year ended 31 December 2015




 




£m

 


Notes

Year ended

31 December

2015

Year ended

31 December

2014

 

Core operations




 

Emerging Markets

B3

615

617

 

Nedbank

B3

754

770

 

Old Mutual Wealth

B3

307

227

 

Institutional Asset Management

B3

149

131

 



1,825

1,745

 

Finance costs


(83)

(78)

 

Long-term investment return on excess assets


21

24

 

Interest payable to non-core operations


(4)

(5)

 

Corporate costs


(57)

(55)

 

Other net shareholder expenses


(39)

(26)

 

Adjusted operating profit before tax

B3

1,663

1,605

 

Adjusting items

C1(a)

(344)

(301)

 

Discontinued and non-core operations

B3

(31)

1

 

Profit before tax (net of policyholder tax)


1,288

1,305

 

Income tax attributable to policyholder returns


31

59

 

Profit before tax


1,319

1,364

 

Total tax expense

D1(a)

(374)

(462)

 

Profit from continuing operations after tax


945

902

 

Loss from discontinued operations after tax

H1

(21)

(50)

 

Profit after tax for the financial year


924

852

 





 

Adjusted operating profit after tax attributable to ordinary equity holders of the parent

 




£m

 


Notes

Year ended

31 December

2015

Year ended

31 December

2014

 

Adjusted operating profit before tax

B3

1,663

1,605

 

Tax on adjusted operating profit

D1(d)

(403)

(439)

 

Adjusted operating profit after tax


1,260

1,166

 

Non-controlling interests - ordinary shares

F2(a)(iii)

(310)

(280)

 

Non-controlling interests - preferred securities

F2(a)(ii)

(19)

(18)

 

Adjusted operating profit after tax attributable to ordinary equity

   holders of the parent

B3

931

868

 

Adjusted weighted average number of shares (millions)

C2(a)

4,813

4,845

 

Adjusted operating earnings per share (pence)

C2(c)

19.3

17.9

 

 

Basis of preparation of adjusted operating profit

Adjusted operating profit (AOP) reflects the directors' view of the underlying long-term performance of the Group. AOP is a measure of profitability which adjusts the IFRS profit measures for the specific items detailed in note C1 and, as such, it is a non-IFRS measure. The reconciliation set out above explains the differences between AOP and profit after tax as reported under IFRS.

For core life assurance and property & casualty businesses, AOP is based on a long-term investment return, including returns on investments held by life funds in Group equity and debt instruments, and is stated net of income tax attributable to policyholder returns. For all core businesses, AOP excludes goodwill impairment, the impact of accounting for intangibles acquired in a business combination, the costs related to completed acquisitions, revaluations of put options related to long-term incentive schemes, profit/(loss) on acquisition/disposal of subsidiaries, associated undertakings and strategic investments, fair value profits/(losses) on certain Group debt instruments, cost of hedging equity instruments and costs related to the development of new Old Mutual Wealth platform capability and outsourcing of UK business administration. AOP includes dividends declared to holders of perpetual preferred callable securities. Old Mutual Bermuda is treated as a non-core operation in the AOP disclosure and is therefore not included in AOP. Refer to note B1 for further information on the basis of segmentation.

Adjusted operating earnings per share is calculated on the same basis as AOP. It is stated after tax attributable to AOP and non-controlling interests. It excludes income attributable to Black Economic Empowerment trusts of listed subsidiaries. The calculation of the adjusted weighted average number of shares includes own shares held in policyholders' funds and Black Economic Empowerment trusts.

 

Consolidated statement of financial position

At 31 December 2015







£m


Notes

At

31 December

2015

At

31 December

2014

Assets




Goodwill and other intangible assets

F1

3,276

2,763

Mandatory reserve deposits with central banks


716

829

Property, plant and equipment


700

765

Investment property


1,233

1,678

Deferred tax assets


284

283

Investments in associated undertakings and joint ventures


514

518

Deferred acquisition costs


784

862

Reinsurers' share of policyholder liabilities


2,661

2,314

Loans and advances

E1

30,965

34,857

Investments and securities


82,601

87,547

Current tax receivable


88

92

Trade, other receivables and other assets


2,007

2,362

Derivative financial instruments


3,076

1,227

Cash and cash equivalents


4,520

4,944

Assets held for sale

H2

123

1,475

Total assets


133,548

142,516

Liabilities




Long-term business insurance policyholder liabilities


7,714

10,519

Investment contract liabilities


67,854

68,841

Property & casualty liabilities


341

319

Third-party interests in consolidated funds


4,661

5,986

Borrowed funds

E2

3,524

3,044

Provisions and accruals


199

284

Deferred revenue


274

330

Deferred tax liabilities


417

454

Current tax payable


186

189

Trade, other payables and other liabilities


3,787

4,276

Amounts owed to bank depositors


32,328

36,243

Derivative financial instruments


3,317

1,201

Liabilities held for sale

H2

12

1,285

Total liabilities


124,614

132,971

Net assets


8,934

9,545

Shareholders' equity




Equity attributable to equity holders of the parent


6,680

7,406

Non-controlling interests




Ordinary shares

F2(b)(i)

1,982

1,867

Preferred securities

F2(b)(ii)

272

272

Total non-controlling interests


2,254

2,139

Total equity


8,934

9,545

Consolidated statement of cash flows


For the year ended 31 December 2015







£m



Year ended

31 December

2015

Year ended

31 December

2014

Cash flows from operating activities




Profit before tax


1,319

1,364

Non-cash movements in profit before tax


4,204

2,058

Net changes in working capital


566

739

Taxation paid


(399)

(402)

Net cash inflow from operating activities


5,690

3,759

Cash flows from investing activities




Net acquisitions of financial investments


(4,868)

(2,873)

Acquisition of investment properties


(146)

(48)

Dividends received from associated undertakings


7

5

Proceeds from disposal of investment properties


41

115

Acquisition of property, plant and equipment


(151)

(154)

Proceeds from disposal of property, plant and equipment


7

14

Acquisition of intangible assets


(102)

(76)

Acquisition of interests in subsidiaries, associated undertakings

   Joint, ventures and strategic investments1


(796)

(429)

Disposal of a non-controlling interest in OM Asset Management plc


163

184

Proceeds from the disposal of interests in subsidiaries, associated

   Undertakings, joint ventures and strategic investments


88

95

Net cash outflow from investing activities


(5,757)

(3,167)

Cash flows from financing activities




Dividends paid to




  Ordinary equity holders of the Company


(422)

(394)

  Non-controlling interests and preferred security interests


(190)

(177)

Interest paid (excluding banking interest paid)


(51)

(48)

Proceeds from issue of ordinary shares (including by subsidiaries

   to non-controlling interests)


2

12

Net (acquisition)/disposal of treasury shares


(19)

72

Sale of shares held by BEE trusts


175

-

Proceeds from issue of subordinated and other debt


1,615

584

Subordinated and other debt repaid


(827)

(290)

Net cash inflow/(outflow) from financing activities


283

(241)

Net increase in cash and cash equivalents


216

351

Effects of exchange rate changes on cash and cash equivalents


(746)

(193)

Cash and cash equivalents at beginning of the year


5,786

5,628

Cash and cash equivalents at end of the year


5,256

5,786





Consisting of




Cash and cash equivalents


4,520

4,944

Mandatory reserve deposits with central banks


716

829

Cash and cash equivalents included in assets held for sale


20

13

Total


5,256

5,786

1        Of the acquisition of interests in subsidiaries, associated undertakings, joint ventures and strategic investments, £734 million relate to the acquisition of subsidiaries as described in note G2. The remainder relates to the acquisition of associated undertakings, joint ventures and strategic investments.

Except for mandatory reserve deposits with central banks of £716 million (2014: £829 million) and £1,643 million (2014: £1,639 million) cash and cash equivalents of managed funds that the Group consolidates, management do not consider that there are any material amounts of cash and cash equivalents which are not available for use in the Group's day-to-day operations. Mandatory reserve deposits are, however, included in cash and cash equivalents for the purposes of the statement of cash flows in line with market practice in South Africa.

 

Consolidated statement of changes in equity

For the year ended 31 December 2015










Millions



Year ended 31 December 2015

Notes

Number of shares issued and fully paid


Share

capital

Share

premium

Merger

reserve

Available-for-sale reserve

Shareholders' equity at beginning of the year


4,907


561

856

1,342

48

Total comprehensive income for the financial year








Profit after tax for the financial year


-


-

-

-

-

Other comprehensive income








Items that will not be reclassified subsequently to

  profit or loss








Fair value gains








  Property revaluation


-


-

-

-

-

  Measurement gains on defined benefit plans


-


-

-

-

-

Income tax on items that will not be reclassified

  subsequently to profit or loss

D1(c)

-


-

-

-

-



-


-

-

-

-

Items that may be reclassified subsequently to profit

  or loss








Fair value gains/(losses)








  Net investment hedge


-


-

-

-

-

  Available-for-sale investments








    Fair value (losses)/gains1


-


-

-

-

-

    Recycled to profit or loss


-


-

-

-

(5)

Exchange differences recycled to profit or loss

   on disposal of business2


-


-

-

-

-

Shadow accounting


-


-

-

-

-

Currency translation differences on translating foreign

  operations1


-


-

-

-

-

Other movements


-


-

-

-

(3)

Income tax on items that may be reclassified

  subsequently to profit or loss

D1(c)

-


-

-

-

-

Total comprehensive income for the financial year


-


-

-

-

(8)

Transactions with the owners of the Company








Contributions and distributions








Dividends for the year

C3

-


-

-

-

-

Tax relief on dividends paid


-


-

-

-

-

Equity share-based payment transactions


-


-

-

-

-

Proceeds from BEE transactions

A2

-


-

141

-

-

Merger reserve released3


-


-

-

(90)

-

Preferred securities repurchased


-


-

-

-

-

Other movements in share capital


3


-

3

-

-

Total contributions and distributions


3


-

144

(90)

-

Changes in ownership








Shares issued for the acquisition of Quilter Cheviot


19


2

40

-

-

Share of movement in associate reserves


-


-

-

-

-

Disposal of a non-controlling interest in

   OM Asset Management plc

A2

-


-

-

-

-

Non-controlling interests in subsidiaries acquired

G2(b)

-


-

-

-

-

Change in participation in subsidiaries


-


-

-

-

-

Total changes in ownership


19


2

40

-

-

Total transactions with the owners of the Company


22


2

184

(90)

-

Shareholders' equity at end of the year


4,929


563

1,040

1,252

40

1        Included in other reserves is a loss of £7 million relating to Economic Transactional Bank (ETI) available-for-sale reserve. Currency translation differences on translating foreign operations include £24 million relating to foreign exchange gains on translation of ETI.

2        Following the disposal of Old Mutual Wealth's European businesses foreign currency translation reserves of £71 million were recycled to profit or loss. Refer to note A2 for further information.

3        On disposal of Old Mutual Wealth's European businesses merger reserves of £90 million were released directly to retained earnings. The merger reserve arose from when businesses were acquired using ordinary shares of the entity and is non distributable. It is released to distributable upon subsequent realisation of value for the businesses acquired. Refer to note A2 for further information.

 



























£m

Property revaluation reserve

Share-based payments reserve

Other reserves

Foreign currency

translation reserve

Retained earnings4

Perpetual preferred callable securities

Attributable to equity holders  of the parent

Total

non-controlling interests

Total

equity

178

337

37

(1,370)

4,891

526

7,406

2,139

9,545










-

-

-

-

590

24

614

310

924




























18

-

-

-

(5)

-

13

5

18

-

-

-

-

13

-

13

7

20

(3)

-

-

-

(1)

-

(4)

-

(4)

15

-

-

-

7

-

22

12

34



















-

-

-

13

-

-

13

-

13










-

-

(7)

-

3

-

(4)

(3)

(7)

-

-

-

-

-

-

(5)

-

(5)

-

-

-

(71)

-

-

(71)

-

(71)

(10)

-

-

-

-

-

(10)

-

(10)

-

-

-

(780)

-

-

(780)

(326)

(1,106)

1

-

(3)

-

(6)

-

(11)

(13)

(24)

-

-

-

-

-

-

-

-

-

6

-

(10)

(838)

594

24

(232)

(20)

(252)



















-

-

-

-

(422)

(30)

(452)

(160)

(612)

-

-

-

-

-

6

6

-

6

-

30

-

-

5

-

35

4

39

-

-

-

-

34

-

175

-

175

-

-

-

-

90

-

-

-

-

-

-

-

-

(11)

(253)

(264)

-

(264)

-

-

-

-

(19)

-

(16)

-

(16)

-

30

-

-

(323)

(277)

(516)

(156)

(672)










-

-

-

-

(42)

-

-

-

-

-

-

3

-

-

-

3

-

3

-

-

-

(35)

84

-

49

114

163

-

-

-

-

-

-

-

105

105

-

-

-

-

(30)

-

(30)

72

42

-

-

3

(35)

12

-

22

291

313

-

30

3

(35)

(311)

(277)

(494)

135

(359)

184

367

30

(2,243)

5,174

273

6,680

2,254

8,934

4        Retained earnings were reduced in respect of own shares held in policyholder's funds, ESOP trusts, Black Economic Empowerment trusts and other undertakings at 31 December 2015 by £243 million. (2014: £338 million).

 

Consolidated statement of changes in equity

For the year ended 31 December 2015










Millions



Year ended 31 December 2014

Notes

Number of shares issued and fully paid


Share

capital

Share

premium

Merger

reserve

Available-for-sale reserve

Shareholders' equity at beginning of the year


4,897


560

845

1,717

52

Total comprehensive income for the financial year








Profit after tax for the financial year


-


-

-

-

-

Other comprehensive income








Items that will not be reclassified subsequently to

  profit or loss








Fair value gains








  Property revaluation


-


-

-

-

-

  Measurement gains on defined benefit plans


-


-

-

-

-

Income tax on items that will not be reclassified

  subsequently to profit or loss

D1(c)

-


-

-

-

-



-


-

-

-

-

Items that may be reclassified subsequently to profit

  or loss








Fair value gains/(losses)








  Net investment hedge


-


-

-

-

-

  Available-for-sale investments








    Fair value gains


-


-

-

-

21

    Recycled to profit or loss1


-


-

-

-

(20)

Exchange differences recycled to profit or loss1

   on disposal of business


-


-

-

-

-

Shadow accounting


-


-

-

-

-

Currency translation differences on translating foreign

  operations


-


-

-

-

-

Other movements


-


-

-

-

-

Income tax on items that may be reclassified

  subsequently to profit or loss

D1(c)

-


-

-

-

(5)

Total comprehensive income for the financial year


-


-

-

-

(4)

Transactions with the owners of the Company








Contributions and distributions








Dividends for the year

C3

-


-

-

-

-

Tax relief on dividends paid


-


-

-

-

-

Equity share-based payment transactions


-


-

-

-

-

Merger reserve released1


-


-

-

(375)

-

Expiry of Skandia AB shareholder claims


-


-

-

-

-

Other movements in share capital


10


1

11

-

-

Total contributions and distributions


10


1

11

(375)

-

Changes in ownership








Disposal of a non-controlling interest in

   OM Asset Management plc


-


-

-

-

-

Non-controlling interests in subsidiaries acquired


-


-

-

-

-

Change in participation in subsidiaries


-


-

-

-

-

Total changes in ownership


-


-

-

-

-

Total transactions with owners of the Company


10


1

11

(375)

-

Shareholders' equity at end of the year


4,907


561

856

1,342

48

1        Following the disposal of Old Mutual Wealth's European businesses, as discussed in note A2, available-for-sale reserves of £20 million and foreign currency translation reserves of £46 million have been recycled to profit or loss. In addition, merger reserves of £375 million relating to these businesses were released directly to retained earnings.

 



























£m

Property revaluation reserve

Share-based payments reserve

Other reserves

Foreign currency

translation reserve

Retained earnings

Perpetual preferred callable securities

Attributable to equity holders  of the parent

Total

non-controlling interests

Total

equity

161

316

37

(1,234)

4,290

526

7,270

1,767

9,037










-

-

-

-

557

25

582

270

852

-

-

-

-

-

-

-

-

-



















28

-

-

-

(5)

-

23

5

28

-

-

-

-

2

-

2

-

2

(6)

-

-

-

(1)

-

(7)

-

(7)

22

-

-

-

(4)

-

18

5

23



















-

-

-

(9)

-

-

(9)

-

(9)










-

-

-

-

-

-

21

-

21

-

-

-

-

-

-

(20)

-

(20)

-

-

-

(85)

-

-

(85)

-

(85)

(5)

-

-

-

-

-

(5)

-

(5)

-

-

-

(45)

-

-

(45)

(23)

(68)

-

-

-

3

(21)

-

(18)

-

(18)

-

-

-

-

-

-

(5)

-

(5)

17

-

-

(136)

532

25

434

252

686



















-

-

-

-

(394)

(32)

(426)

(145)

(571)

-

-

-

-

-

7

7

-

7

-

21

-

-

(3)

-

18

4

22

-

-

-

-

375

-

-

-

-

-

-

-

-

11

-

11

-

11

-

-

-

-

72

-

84

1

85

-

21

-

-

61

(25)

(306)

(140)

(446)










-

-

-

-

52

-

52

163

215

-

-

-

-

-

-

-

53

53

-

-

-

-

(44)

-

(44)

44

-

-

-

-

-

8

-

8

260

268

-

21

-

-

69

(25)

(298)

120

(178)

178

337

37

(1,370)

4,891

526

7,406

2,139

9,545


 

        Notes to the consolidated financial statements
                For the year ended 31 December 2015

A: Significant accounting policies

A1: Basis of preparation

The Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union (EU), and those parts of the Companies Act 2006 applicable to those reporting under IFRS. The accounting policies adopted by the Group, unless otherwise stated, have been applied consistently with those applied in the preparation of the Group's 2014 Annual Report and Accounts.

The Group financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, financial assets and liabilities designated as fair value through profit or loss, or as available-for-sale, owner-occupied property and investment property. Non-current assets and disposal groups held for sale are stated at the lower of the previous carrying amount and the fair value less costs to sell.

The Group financial statements have been prepared on the going concern basis which the directors believe to be appropriate.

The financial statements contained herein do not constitute the Company's statutory accounts for the financial years ended 31 December 2015 and 31 December 2014 within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the financial year ended 31 December 2014 have been reported on by the Company's auditor and delivered to the Registrar of Companies. The statutory accounts for the financial year ended 31 December 2015 will be delivered in due course. The report of the auditor for the financial year ended 31 December 2014 was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

Translation of foreign operations

The assets and liabilities of foreign operations are translated from their respective functional currencies into the Group's presentation currency using the year end exchange rates, and their income and expenses using the average exchange rates. Other than in respect of cumulative translation gains and losses up to 1 January 2004, cumulative unrealised gains or losses resulting from translation of functional currencies to the presentation currency are included as a separate component of shareholders' equity. To the extent that these gains and losses are effectively hedged, the cumulative effect of such gains and losses arising on the hedging instruments are also included in that component of shareholders' equity. Upon the disposal of subsidiaries the cumulative amount of exchange differences deferred in shareholders' equity, net of attributable amounts in relation to net investments, is recognised in profit or loss. Cumulative translation gains and losses up to 1 January 2004 were reset to zero.

The exchange rates used to translate the operating results, assets and liabilities of key foreign business segments to pounds sterling are:

 


Year ended

31 December 2015

Year ended

31 December 2014


Income statement (average rate)

Statement of financial position (closing rate)

Income statement (average rate)

Statement of financial

position

 (closing rate)

Rand

19.5223

22.8183

17.8712

17.9976

US dollars

1.5285

1.4734

1.6474

1.5581

Euro

1.3765

1.3560

1.2399

1.2877

A2: Significant corporate activity and business changes during the year

Acquisitions completed during the year

Acquisition of Quilter Cheviot

On 25 February 2015, the Group completed the acquisition of 100% of Quilter Cheviot, a leading UK-based discretionary investment manager for a total consideration of £585 million, comprising of £543 million cash and £42 million of deferred consideration that will be settled in Old Mutual plc shares.  An additional £23 million was paid to the seller to compensate for the increase in the net asset value of Quilter Cheviot between the date at which the acquisition was agreed and the completion of the transaction. The purchase consideration for the acquisition of Quilter Cheviot was the total cash paid of £566 million.

Goodwill of £292 million and other intangible assets of £288 million (£273 million customer relationships and £15 million brand) were recognised as a result of the transaction.

Acquisition of UAP Holdings Limited

On 24 June 2015, the Group obtained control of UAP Holdings Limited (UAP) through the acquisition, in two tranches, of a 60.7% ownership interest in UAP for £152 million. UAP is an East African financial services group that mainly operates in East Africa.

An initial stake of 23.3% was acquired on 1 February 2015, while the remaining 37.3% stake was acquired on 24 June 2015. The results and movements in reserves were equity accounted from 1 February 2015 to the date that control was obtained. Subsequently, from 24 June 2015, the financial results and financial position were consolidated in the Group financial statements. The purchase price per share did not vary between the acquisition of the two tranches.

Goodwill of £150 million and other intangible assets of £20 million (£17 million brand and £3 million customer relationships) were recognised as a result of the transaction.

Acquisition of an additional stake in Credit Guarantee Insurance Corporation of Africa Limited

On 1 October 2015, the Group acquired an additional 33.6% stake in Credit Guarantee Insurance Corporation of Africa Limited (CGIC) for £26 million.

The transaction increased the Group's total holding in CGIC to 86.1%. The transaction resulted in a decrease in equity attributable to the equity holders of the parent of £15 million and a decrease in non-controlling interests of £11 million.

Acquisition of African Infrastructure Investment Managers (Pty) Limited

On 10 December 2015, the Group acquired an additional 50% stake in African Infrastructure Investment Managers (Pty) Limited (AIIM) for £16 million. As the Group now has a controlling shareholding of 100%, the financial results and position of AIIM have been consolidated with effect from 10 December 2015.

The accounting related to the step up in ownership from 50% to 100%, which effectively involved a simultaneous sale of 50% of the business, followed by an acquisition of the fair value of 100% of the business. Consequently a profit of £15 million was realised on the transaction. Consistent with usual Group practice, this profit was recognised in the IFRS profit or loss, but excluded from AOP.

Work is currently being undertaken to determine the purchase price allocation of the fair value of 100% of the AIIM business. Provisional goodwill of £25 million has been recognised on this transaction.

Disposals completed during the year

Disposal of Skandia Luxembourg and Skandia France

On 2 February 2015, the Group completed the sale of Skandia Luxembourg and Skandia France, part of Old Mutual Wealth. The Group has recognised a loss on disposal of £1 million. Merger reserves of £68 million relating to these businesses were released directly to equity.

Disposal of Skandia Switzerland

On 30 September 2015, the Group completed the sale of Skandia Leben AG, part of Old Mutual Wealth. The Group has recognised a loss on disposal of £51 million. Merger reserves of £22 million relating to this business were released directly to equity.

Disposal of Old Mutual (Bermuda) Ltd (OMB) and certain related obligations to Beechwood Bermuda Limited

On 31 December 2015, the Group completed the sale of Old Mutual (Bermuda) Limited (OMB) to Beechwood Bermuda Limited (Beechwood). In anticipation of the sale, OMB's remaining variable annuity guaranteed minimum accumulation benefits (GMAB obligations), which mature in 2017 and 2018, were reinsured to another of the Group's subsidiaries. A loss on this transaction of £0.4 million was recognised in profit or loss.

As part of the transaction, the Group has agreed to provide Beechwood with administration services for three years.  Except for the GMAB obligations referred to above, all other guarantees and responsibilities for the remaining policyholder administration were transferred to the buyer.  Refer to note G2 for further information.

Unwinding of Black Economic Empowerment (BEE) Schemes

The majority of the Group's South African BEE schemes, established in 2005, have unwound during 2015. The total value of cash that the Group businesses have received in relation to this is £175 million. The BEE schemes comprise business partner and community schemes in Nedbank and Emerging Markets (OMEM).

All the schemes involved the granting of shares to various BEE vehicles in 2005. In 2015, participants' access to these shares has become unrestricted following the settlement of funding provided to them by Group companies and the meeting of vesting criteria in H1 2015. The notional funding associated with the OMEM schemes was settled with proceeds from the sale of shares by the trusts. The notional funding associated with the Nedbank schemes has been settled by calling back sufficient shares to settle the amount due to Nedbank.

Shares held by the BEE schemes were previously classified as treasury shares, but are now recognised as issued for Group financial reporting purposes.

OM Asset Management plc (OMAM) further public share offering

On 22 June 2015, the Group disposed of a further 13.3 million OMAM shares for a consideration of $257 million (£163 million). A profit of £49 million was recognised directly in equity reflecting the excess of the consideration over the share of net assets disposed of. Additional non-controlling interests of £114 million were recognised in the statement of financial position.

Disposals announced, but not yet completed

Disposal of Rogge Global Partners PLC

On 8 February 2016, the Group announced that it has agreed to sell Rogge Global Partners PLC (Rogge) to Allianz Global Investors GmbH. The transaction is expected to complete in the second quarter of 2016. The assets and liabilities of Rogge were classified as held for sale at 31 December 2015. Refer to note H2 for further information.

A: Significant accounting policies continued

A2: Significant corporate activity and business changes during the year continued

Financing activities during the year

Old Mutual plc (the Company)

On 3 November 2015, the Company issued £450 million Dated Tier 2 Subordinated Notes under its existing £5,000 million Euro Note Programme. The notes have a maturity date of 3 November 2025 and pay interest semi-annually on 3 May and 3 November at a fixed rate of 7.88% per annum up to and including the maturity date.

On 4 November 2015, being the First Call Date, the Company redeemed the outstanding €374 million (£253 million) Upper Tier 2 perpetual notes at their nominal value, together with accrued and unpaid interest. A loss of £11 million on the repurchase was recognised directly in equity and represents the difference between the historical cost and the settlement amount of these instruments.

Emerging Markets

On 19 March 2015, OMLAC(SA) issued R2,061 million (£90 million) of floating and fixed rate instruments, which have been classified as subordinated debt. These instruments have maturity dates ranging from 2025 to 2030.

On 11 September 2015, OMLAC(SA) issued R2,479 million (£109 million) of floating and fixed rate instruments, which have been classified as subordinated debt. These instruments have maturity dates ranging from 2015 to 2030.

On 27 October 2015, OMLAC(SA) redeemed R3 billion notes, together with interest accrued to this date. These notes were issued on 27 October 2005, under OMLAC(SA)'s Unsecured Subordinated Callable Note Programme dated 25 October 2005.

On 3 November 2015, OMLAC(SA) issued a R460 million (£20 million) fixed rate instrument, which have been classified as subordinated debt. The final maturity date of this instrument is 19 March 2030.

All of the new instruments were issued through the existing Zar Unsecured Subordinated Callable Note Programme.

Nedbank

Nedbank issued and redeemed debt instruments in the normal course of its funding program.

A3: Critical accounting estimates and judgements

In the preparation of these financial statements, the Group is required to make estimates and judgements that affect items reported in the consolidated income statement, statement of financial position, other primary statements and related supporting notes.

Critical accounting estimates and judgements are those which involve the most complex or subjective judgements or assessments. Where applicable the Group applies estimation and assumption setting techniques that are aligned with relevant actuarial and accounting guidance based on knowledge of the current situation.  This requires assumptions and predictions of future events and actions. There have been no significant methodology changes to the critical accounting estimates and judgements that the Group applied at 31 December 2014.

B: Segment information

B1: Basis of segmentation

Segment presentation

There have been no changes to the presentation of segment information for the year ended 31 December 2015.

The Group's reported segments are Emerging Markets, Nedbank, Old Mutual Wealth and Institutional Asset Management.  The Other segment includes central activities. For all reporting periods, these businesses have been classified as continuing operations in the IFRS income statement and as core operations in determining the Group's adjusted operating profit (AOP).

For all reporting periods, Old Mutual Bermuda is classified as a continuing operation in the IFRS income statement, but as non-core in determining the Group's AOP.

For the year ended 31 December 2015, discontinued operations relate to the sale of US Life in 2011. For the year ended 31 December 2014, discontinued operations related to the disposals of Nordic in 2012 and US Life in 2011. Refer to note H1 for further information.

The Group's segmental results are analysed and reported on a basis consistent with the way that management and the Board of directors of Old Mutual plc assesses performance of the underlying businesses and allocates resources. Information is presented to the Board on a consolidated basis in pounds sterling (the presentation currency) and in the functional currency of each business.

Adjusted operating profit (AOP) is one of the key measures reported to the Group's management and Board of directors for their consideration in the allocation of resources to and the review of performance of the segments. As appropriate to the business line, the Board reviews additional measures to assess the performance of each of the segments. These typically include sales, net client cash flows, funds under management, gross earned premiums, underwriting results, net interest income and non-interest revenue and credit losses.

Consistent with internal reporting, assets, liabilities, revenues and expenses that are not directly attributable to a particular segment are allocated between segments where appropriate and where there is a reasonable basis for doing so. The Group accounts for inter-segment revenues and transfers as if the transactions were with third parties at current market prices. Given the nature of the operations, there are no major trading activities between the segments.



 

The revenues generated in each reported segment can be seen in the analysis of profits and losses in note B3. The segmental information in notes B3 and B4, reflect the adjusted and IFRS measures of profit or loss and the assets and liabilities for each operating segment as provided to management and the Board of directors. There are no differences between the measurement of the assets and liabilities reflected in the primary statements and that reported for the segments.

The Group is primarily engaged in the following business activities from which it generates revenue: life assurance (premium income), asset management business (fee and commission income), banking (banking interest receivable and investment banking income) and property & casualty (premium income). Other revenue includes gains and losses on investment securities. An analysis of segment revenues and expenses and the Group's revenues and expenses is shown in note B3.

The principal lines of business from which each operating segment derives its revenues are as follows:

Core operations

Emerging Markets - life assurance, property & casualty, asset management and banking

Nedbank - banking, asset management and life assurance

Old Mutual Wealth - life assurance and asset management

Institutional Asset Management - asset management

Non-core operations

Old Mutual Bermuda - life assurance

B2: Gross earned premiums and deposits to investment contracts

 




£m

Year ended 31 December 2015

Emerging Markets

Old Mutual Wealth

Total 

Life assurance - insurance contracts

1,469

154

1,623

Life assurance - investment contracts with discretionary

   participation features

1,221

-

1,221

General insurance

745

-

745

Gross earned premiums

3,435

154

3,589

Life assurance - unit-linked and similar contracts and other investment

   contracts recognised as deposits

4,039

7,988

12,027
















£m

Year ended 31 December 2014

Emerging Markets

Old Mutual Wealth

Total 

Life assurance - insurance contracts

1,299

280

1,579

Life assurance - investment contracts with discretionary

   participation features

961

-

961

General insurance

669

-

669

Gross earned premiums

2,929

280

3,209

Life assurance - unit-linked and similar contracts and other investment

   contracts recognised as deposits

1,981

6,442

8,423

B: Segment information continued

B3: Adjusted operating profit statement - segment information for the year ended 31 December 2015



Notes


Emerging Markets

Nedbank

Revenue





Gross earned premiums

B2


3,435

-

Outward reinsurance



(253)

-

Net earned premiums



3,182

-

Investment return (non-banking)



2,445

-

Banking interest and similar income



235

3,085

Banking trading, investment and similar income



5

208

Fee and commission income, and income from service activities



560

894

Other income



70

12

Total revenue



6,497

4,199

Expenses





Claims and benefits (including change in insurance contract provisions)



(3,294)

-

Reinsurance recoveries



184

-

Net claims and benefits incurred



(3,110)

-

Change in investment contract liabilities



(1,142)

-

Credit impairment charges



(62)

(245)

Finance costs



(15)

-

Banking interest payable and similar expenses



(93)

(1,833)

Fee and commission expenses, and other acquisition costs



(323)

(9)

Change in third-party interest in consolidated funds



-

-

Other operating and administrative expenses



(1,121)

(1,403)

Income tax attributable to policyholder returns



(30)

-

Total expenses



(5,896)

(3,490)

Share of associated undertakings' and joint ventures' profit after tax



14

45

Profit on disposal of subsidiaries, associated undertakings

  and strategic investments

C1(c)


-

-

Adjusted operating profit/(loss) before tax and non-controlling interests



615

754

Income tax expense

D1


(173)

(180)

Non-controlling interests



(24)

(272)

Adjusted operating profit/(loss) after tax and non-controlling interests



418

302

Adjusting items after tax and non-controlling interests

C1(a)


(56)

7

Profit/(loss) after tax from continuing operations



362

309

Loss from discontinued operations after tax

H1


-

-

Profit/(loss) after tax attributable to equity holders of the parent



362

309

1        Consolidation adjustments comprise the consolidation of investment funds and inter-company eliminations.

2        Non-core operations for the year ended 31 December 2015 relate to Old Mutual Bermuda and US Life. Old Mutual Bermuda loss after tax for the year ended 31 December 2015 was £31 million. Expenses of £21 million were incurred in relation to the disposal of US Life in 2011. Further information on discontinued operations is provided in note H1.








£m

Old Mutual Wealth

Institutional Asset Management

Other

Consolidation adjustments1

Adjusted operating profit

Adjusting items

 (note C1)

Discontinued

and non-core

operations2

IFRS

Income statement









154

-

-

-

3,589

-

-

3,589

(82)

-

-

-

(335)

-

-

(335)

72

-

-

-

3,254

-

-

3,254

1,158

-

17

283

3,903

(73)

(35)

3,795

-

-

-

-

3,320

-

-

3,320

-

-

-

-

213

-

-

213

1,140

491

-

(39)

3,046

(19)

-

3,027

13

5

-

(21)

79

-

7

86

2,383

496

17

223

13,815

(92)

(28)

13,695









(169)

-

-

-

(3,463)

-

13

(3,450)

95

-

-

-

279

-

-

279

(74)

-

-

-

(3,184)

-

13

(3,171)

(1,061)

-

-

-

(2,203)

-

-

(2,203)

-

-

-

-

(307)

-

-

(307)

-

(2)

(83)

-

(100)

51

-

(49)

-

-

-

-

(1,926)

2

-

(1,924)

(416)

(6)

(4)

(57)

(815)

32

(3)

(786)

-

-

-

(208)

(208)

-

-

(208)

(524)

(347)

(92)

42

(3,445)

(301)

(13)

(3,759)

(1)

-

-

-

(31)

31

-

-

(2,076)

(355)

(179)

(223)

(12,219)

(185)

(3)

(12,407)

-

8

-

-

67

-

-

67

-

-

-

-

-

(36)

-

(36)

307

149

(162)

-

1,663

(313)

(31)

1,319

(43)

(30)

23

-

(403)

29

-

(374)

-

(33)

-

-

(329)

19

-

(310)

264

86

(139)

-

931

(265)

(31)

635

(222)

(20)

26

-

(265)

265

-

-

42

66

(113)

-

666

-

(31)

635

-

-

-

-

-

-

(21)

(21)

42

66

(113)

-

666

-

(52)

614

B: Segment information continued

B3: Adjusted operating profit statement - segment information for the year ended 31 December 2014







Notes


Emerging Markets

Nedbank

Revenue





Gross earned premiums

B2


2,929

-

Outward reinsurance



(223)

-

Net earned premiums



2,706

-

Investment return (non-banking)



3,455

-

Banking interest and similar income



116

2,941

Banking trading, investment and similar income



7

190

Fee and commission income, and income from service activities



539

919

Other income



94

33

Total revenue



6,917

4,083

Expenses





Claims and benefits (including change in insurance contract provisions)



(3,713)

-

Reinsurance recoveries



79

-

Net claims and benefits incurred



(3,634)

-

Change in investment contract liabilities



(1,208)

-

Credit impairment charges



-

(252)

Finance costs



(3)

-

Banking interest payable and similar expenses



(42)

(1,628)

Fee and commission expenses, and other acquisition costs



(318)

(8)

Change in third-party interest in consolidated funds



-

-

Other operating and administrative expenses



(1,070)

(1,434)

Income tax attributable to policyholder returns



(36)

-

Total expenses



(6,311)

(3,322)

Share of associated undertakings' and joint ventures' profit after tax



11

9

Loss on disposal of subsidiaries, associated undertakings

  and strategic investments

C1(c)


-

-

Adjusted operating profit/(loss) before tax and non-controlling interests



617

770

Income tax expense

D1


(189)

(195)

Non-controlling interests



(18)

(274)

Adjusted operating profit/(loss) after tax and non-controlling interests



410

301

Adjusting items after tax and non-controlling interests

C1(a)


(15)

14

Profit/(loss) after tax from continuing operations



395

315

Profit from discontinued operations after tax

H1


-

-

Profit/(loss) after tax attributable to equity holders of the parent



395

315

1   Non-core operations relate to Old Mutual Bermuda. Old Mutual Bermuda profit after tax for the year ended 31 December 2014 was £1 million. Non-core operations also include £31 million relating to the disposal of Nordic in 2012 and £19 million relating to the disposal of US Life in 2011. Further information on discontinued operations is provided in note H1.








£m

Old Mutual Wealth

Institutional Asset Management

Other

Consolidation adjustments

Adjusted

operating

profit

Adjusting

items

(note C1)

Discontinued

and non-core operations¹

IFRS

Income statement









280

-

-

-

3,209

-

-

3,209

(85)

-

-

-

(308)

-

-

(308)

195

-

-

-

2,901

-

-

2,901

2,493

-

28

405

6,381

(91)

14

6,304

-

-

-

-

3,057

-

-

3,057

-

-

-

-

197

-

-

197

1,085

416

-

(18)

2,941

(47)

-

2,894

10

17

2

(38)

118

-

7

125

3,783

433

30

349

15,595

(138)

21

15,478









(385)

-

-

6

(4,092)

-

(6)

(4,098)

136

-

-

-

215

-

-

215

(249)

-

-

6

(3,877)

-

(6)

(3,883)

(2,336)

-

-

-

(3,544)

-

-

(3,544)

-

-

-

-

(252)

-

-

(252)

-

-

(78)

3

(78)

24

-

(54)

-

-

-

-

(1,670)

(2)

-

(1,672)

(511)

(4)

-

(76)

(917)

58

(4)

(863)

-

-

-

(322)

(322)

-

-

(322)

(437)

(304)

(92)

40

(3,297)

(241)

(10)

(3,548)

(23)

-

-

-

(59)

59

-

-

(3,556)

(308)

(170)

(349)

(14,016)

(102)

(20)

(14,138)

-

6

-

-

26

-

-

26

-

-

-

-

-

(2)

-

(2)

227

131

(140)

-

1,605

(242)

1

1,364

(48)

(29)

22

-

(439)

(23)

-

(462)

-

(6)

-

-

(298)

28

-

(270)

179

96

(118)

-

868

(237)

1

632

(216)

(19)

(1)

-

(237)

237

-

-

(37)

77

(119)

-

631

-

1

632

-

-

-

-

-

-

(50)

(50)

(37)

77

(119)

-

631

-

(49)

582

B: Segment information continued

B4: Statement of financial position - segment information at 31 December 2015







Notes


Emerging Markets

Nedbank

Assets





Goodwill and other intangible assets

F1


415

378

Mandatory reserve deposits with central banks



5

711

Property, plant and equipment



275

385

Investment property



1,232

1

Deferred tax assets



47

10

Investments in associated undertakings and joint ventures



60

420

Deferred acquisition costs



87

-

Reinsurers' share of policyholder liabilities



150

4

Loans and advances

E1


912

29,873

Investments and securities



24,983

5,777

Current tax receivable



14

46

Trade, other receivables and other assets



759

495

Derivative financial instruments



386

1,335

Cash and cash equivalents



1,088

1,001

Assets held for sale

H2


84

-

Inter-segment funding - assets



-

-

Total assets



30,497

40,436

Liabilities





Long-term business insurance policyholder liabilities



7,262

159

Investment contract liabilities



16,943

482

Property & casualty liabilities



341

-

Third-party interests in consolidated funds



-

-

Borrowed funds

E2


449

1,971

Provisions and accruals



143

-

Deferred revenue



20

-

Deferred tax liabilities



183

45

Current tax payable



73

18

Trade, other payables and other liabilities



2,006

1,036

Amounts owed to bank depositors



518

31,810

Derivative financial instruments



558

1,474

Liabilities held for sale

H2


-

-

Inter-segment funding - liabilities



-

-

Total liabilities



28,496

36,995

Net assets1



2,001

3,441

Equity





Equity attributable to equity holders of the parent



1,805

1,710

Non-controlling interests



196

1,731

Ordinary shares

F2(b)(i)


196

1,459

Preferred securities

F2(b)(ii)


-

272






Total equity



2,001

3,441

1        The net assets of Emerging Markets are stated after eliminating investments in Group equity and debt instruments of £167 million (2014: £227 million) held in policyholder funds. These include investments in the Company's ordinary shares, subordinated liabilities and preferred securities issued by the Group's banking subsidiary Nedbank Limited.

2        Consolidation adjustments comprise the consolidation of investment funds and inter-company eliminations.






£m

Old Mutual Wealth

Institutional

Asset Management

Other

Non-core operation

Consolidation adjustments2

Total







1,620

863

-

-

-

3,276

-

-

-

-

-

716

19

21

-

-

-

700

-

-

-

-

-

1,233

8

218

-

1

-

284

1

23

10

-

-

514

673

24

-

-

-

784

2,507

-

-

-

-

2,661

180

-

-

-

-

30,965

48,157

80

467

-

3,137

82,601

28

-

-

-

-

88

618

119

102

16

(102)

2,007

-

-

55

17

1,283

3,076

792

92

527

26

994

4,520

4

35

-

-

-

123

-

-

860

80

(940)

-

54,607

1,475

2,021

140

4,372

133,548







293

-

-

-

-

7,714

50,344

-

-

85

-

67,854

-

-

-

-

-

341

-

-

-

-

4,661

4,661

-

61

1,098

-

(55)

3,524

34

3

19

-

-

199

254

-

-

-

-

274

172

-

17

-

-

417

13

59

23

-

-

186

799

297

212

6

(569)

3,787

-

-

-

-

-

32,328

-

6

4

-

1,275

3,317

-

12

-

-

-

12

748

99

93

-

(940)

-

52,657

537

1,466

91

4,372

124,614

1,950

938

555

49

-

8,934







1,950

611

555

49

-

6,680

-

327

-

-

-

2,254

-

327

-

-

-

1,982

-

-

-

-

-

272







1,950

938

555

49

-

8,934

B: Segment information continued

B4: Statement of financial position - segment information at 31 December 2014







Notes


Emerging

Markets

Nedbank

Assets





Goodwill and other intangible assets

F1


275

452

Mandatory reserve deposits with central banks



-

829

Property, plant and equipment



304

432

Investment property



1,290

7

Deferred tax assets



87

17

Investments in associated undertakings and joint ventures



61

426

Deferred acquisition costs



100

-

Reinsurers' share of policyholder liabilities



132

7

Loans and advances

E1


909

33,773

Investments and securities



29,731

6,359

Current tax receivable



11

16

Trade, other receivables and other assets



650

708

Derivative financial instruments



255

865

Cash and cash equivalents



1,477

907

Assets held for sale



155

1

Inter-segment funding - assets



-

-

Total assets



35,437

44,799

Liabilities





Long-term business insurance policyholder liabilities



9,276

232

Investment contract liabilities



19,956

653

Property & casualty liabilities



319

-

Third-party interests in consolidated funds



-

-

Borrowed funds

E2


420

1,980

Provisions and accruals



198

1

Deferred revenue



22

-

Deferred tax liabilities



203

42

Current tax payable



107

7

Trade, other payables and other liabilities



2,213

1,241

Amounts owed to bank depositors



385

35,858

Derivative financial instruments



302

860

Liabilities held for sale



-

-

Inter-segment funding - liabilities



-

-

Total liabilities



33,401

40,874

Net assets



2,036

3,925

Equity





Equity attributable to equity holders of the parent



1,927

2,069

Non-controlling interests



109

1,856

Ordinary shares

F2(b)(i)


109

1,584

Preferred securities

F2(b)(ii)


-

272






Total equity



2,036

3,925






£m

Old Mutual

Wealth

Institutional

Asset

Management

Other

Non-core operations

Consolidation adjustments

Total







1,197

839

-

-

-

2,763

-

-

-

-

-

829

13

16

-

-

-

765

-

-

-

-

381

1,678

6

172

-

1

-

283

-

21

10

-

-

518

746

16

-

-

-

862

2,175

-

-

-

-

2,314

175

-

-

-

-

34,857

46,631

40

554

341

3,891

87,547

64

1

-

-

-

92

539

134

14

297

20

2,362

-

-

71

8

28

1,227

689

130

696

25

1,020

4,944

1,319

-

-

-

-

1,475

-

-

343

192

(535)

-

53,554

1,369

1,688

864

4,805

142,516







291

-

-

720

-

10,519

48,188

-

-

44

-

68,841

-

-

-

-

-

319

-

-

-

-

5,986

5,986

-

114

677

-

(147)

3,044

40

3

42

-

-

284

308

-

-

-

-

330

190

-

19

-

-

454

35

3

37

-

-

189

919

252

177

10

(536)

4,276

-

-

-

-

-

36,243

-

-

1

1

37

1,201

1,285

-

-

-

-

1,285

173

170

192

-

(535)

-

51,429

542

1,145

775

4,805

132,971

2,125

827

543

89

-

9,545







2,125

653

543

89

-

7,406

-

174

-

-

-

2,139

-

174

-

-

-

1,867

-

-

-

-

-

272







2,125

827

543

89

-

9,545

 

 

C: Other key performance information 

C1: Operating profit adjusting items

(a) Summary of adjusting items for determination of adjusted operating profit (AOP)

In determining the AOP of the Group for core operations, certain adjustments are made to profit before tax to reflect the directors' view of the underlying long-term performance of the Group. The following table shows an analysis of those adjustments from AOP to profit before and after tax.

 



£m


Notes

Year ended

31 December

2015

Year ended

31 December 2014

(Expense)/income




Goodwill impairment and impact of acquisition accounting

C1(b)

(167)

(128)

Net loss on disposal of subsidiaries, associated undertakings and

   strategic investments

C1(c)

(36)

(2)

Short-term fluctuations in investment return

C1(d)

(42)

(49)

Investment return adjustment for Group equity and debt instruments held in

   life funds

C1(e)

(31)

(42)

Dividends declared to holders of perpetual preferred callable securities

C1(f)

31

32

Institutional Asset Management equity plans

C1(g)

(9)

(42)

Credit-related fair value gains/(losses) on Group debt instruments

C1(h)

7

(10)

Old Mutual Wealth business transformation costs

C1(i)

(97)

(60)

Total adjusting items


(344)

(301)

Tax on adjusting items


60

36

Non-controlling interest in adjusting items


19

28

Total adjusting items after tax and non-controlling interests


(265)

(237)

(b) Goodwill impairment and impact of acquisition accounting

When applying acquisition accounting, deferred acquisition costs and deferred revenue existing at the point of acquisition are not recognised under IFRS. These are reversed on acquisition in the statement of financial position and replaced by goodwill, other intangible assets and the value of the acquired present value of in-force business (acquired PVIF). In determining AOP, the Group recognises deferred revenue and acquisition costs and deferred revenue in relation to policies sold by acquired businesses pre-acquisition. The Group excludes the impairment of goodwill, the amortisation and impairment of acquired other intangibles and acquired PVIF as well as the movements in certain acquisition date provisions. Costs incurred on completed acquisitions are also excluded from AOP. If the intangible assets recognised as a result of a business combination are subsequently impaired, this is excluded from AOP. The effect of these adjustments to determine AOP are summarised below:

 






£m

Year ended 31 December 2015


Emerging Markets

Old Mutual Wealth

Institutional Asset Management

Total

Impairment of goodwill and other intangible assets


-

-

(23)

(23)

Amortisation of acquired PVIF


(7)

(51)

-

(58)

Amortisation of acquired deferred costs and revenue


-

13

-

13

Amortisation of other acquired intangible assets


(13)

(56)

-

(69)

Acquisition costs


(4)

(10)

-

(14)

Deferred consideration


-

(16)


(16)



(24)

(120)

(23)

(167)













£m

Year ended 31 December 2014


Emerging Markets

Old Mutual Wealth

Institutional Asset Management

Total

Impairment of goodwill and other intangible assets


-

(14)

-

(14)

Amortisation of acquired PVIF


(3)

(67)

-

(70)

Amortisation of acquired deferred costs and revenue


-

11

-

11

Amortisation of other acquired intangible assets


(7)

(47)

-

(54)

Change in acquisition date provisions


-

(1)

-

(1)



(10)

(118)

-

(128)

(c) Net profit/(loss) on disposal of subsidiaries, associated undertakings and strategic investments

The net profit/(loss) on disposal of subsidiaries, associated undertakings and strategic investments is analysed below:



£m


Year ended

31 December

2015

Year ended

31 December

2014

Emerging Markets

15

66

Old Mutual Wealth

(52)

(70)

Institutional Asset Management

1

2

Net loss on disposal of subsidiaries, associated undertakings

   and strategic investments

(36)

(2)

Emerging Markets

Current year transactions

On 10 December 2015, Old Mutual Investment Group, a subsidiary of the Group, acquired an additional 50% stake in African Infrastructure Investment Managers (Pty) Ltd (AIIM). The accounting related to the step up in ownership from 50% to 100%, which effectively involved a simultaneous sale of 50% of the business, followed by an acquisition of the fair value of 100% of the business. Consequently a profit of £15 million was realised on the transaction, calculated as the difference between the fair value of the initial 50% and the carrying amount of the investment in AIIM at 10 December 2015. Refer to note G2(c) for more information.

Prior year transactions

On 30 April 2014, following the termination of the management agreement with SA Corporate Real Estate Fund, a JSE listed real estate trust, the Group agreed to sell and transfer the business to the new manager when the transaction became unconditional. A profit of £4 million was recognised in profit or loss.

On 1 September 2014, the Group completed the acquisition of an additional 25% stake in Old Mutual Finance (Pty) Ltd. The accounting related to the step up in ownership from 50% to 75%, which effectively involved a simultaneous sale of 50% of the business, followed by an acquisition of the fair value of 75% of the business. Consequently a profit of £62 million was realised on the transaction, calculated as the difference between the fair value of the initial 50% and the carrying amount of the investment in Old Mutual Finance (Pty) Ltd at 1 September 2014.

Old Mutual Wealth

Current year transactions

On 2 February 2015, the Group completed the sale of Skandia Luxembourg and Skandia France. The Group has recognised a loss on disposal of £1 million, which comprises a loss on disposing the net assets of the sold business of £31 million and a gain of £30 million recycled from foreign currency translation reserve.

On 30 September 2015, the Group completed the sale of Skandia Leben AG. The Group has recognised a loss on disposal of £51 million, which comprises a loss on disposing the net assets of the sold business of £91 million and a gain of £41 million recycled from foreign currency translation reserve.

Prior year transactions

On 30 May 2014, the Group completed the disposal of Skandia Poland, part of Old Mutual Wealth. A loss on disposal of £21 million was recognised in profit or loss.

On 1 October 2014, the Group completed the disposal of Skandia Austria and Skandia Germany. A loss on disposal of £43 million was recognised in profit or loss.

On 6 November 2014, the Group completed the disposal of Skandia Liechtenstein. A loss on disposal of £6 million was recognised in profit or loss.

Institutional Asset Management

Current and prior year transactions

During the year ended 31 December 2015, the Group received additional earn-out income of £1 million (year ended 31 December 2014: £2 million) from earn-outs on Institutional Asset Management affiliates disposed of in prior years.

C: Other key performance information continued

C1: Operating profit adjusting items continued

(d) Short-term fluctuations in investment return

Profit before tax, as disclosed in the consolidated IFRS income statement, includes actual investment returns earned on the shareholder assets of the Group's life assurance and property & casualty businesses. AOP is stated after recalculating shareholder asset investment returns based on a long-term investment return rate. The difference between the actual and the long-term investment returns is referred to as the short-term fluctuation in investment return.

Long-term rates of return are based on achieved rates of return appropriate to the underlying asset base, adjusted for current inflation expectations, default assumptions, costs of investment management and consensus economic investment forecasts. The underlying rates are principally derived with reference to 10-year government bond rates, cash and money market rates and an explicit equity risk premium for South African businesses. The rates set out below reflect the apportionment of underlying investments in cash deposits, money market instruments and equity assets. Long-term rates of return are reviewed annually by the Board for appropriateness. The review of the long-term rates of return seeks to ensure that the returns credited to AOP are consistent with the actual returns expected to be earned over the long-term.

For Emerging Markets, the return is applied to an average value of investible shareholders' assets, adjusted for net fund flows. For Old Mutual Wealth, the return is applied to average investible assets.

 



%

Long-term investment rates

Year  ended

31 December

2015

Year ended

31 December

2014

Emerging Markets



   Mutual & Federal1

7.4

7.4

   Old Mutual South Africa

8.0

8.0

   Rest of Africa

8.5

8.0

Old Mutual Wealth

1.0

1.0

1   The long-term investments rate of Mutual & Federal relates to the South African businesses only.

Analysis of short-term fluctuations in investment return



£m

Year ended 31 December 2015

Emerging Markets

Old Mutual Wealth

Other

Total

Actual shareholder investment return

88

8

12

108

Less: Long-term investment return

124

5

21

150

Short-term fluctuations in investment return

(36)

3

(9)

(42)







£m

Year ended 31 December 2014

Emerging Markets

Old Mutual Wealth

Other

Total

Actual shareholder investment return

64

23

16

103

Less: Long-term investment return

123

5

24

152

Short-term fluctuations in investment return

(59)

18

(8)

(49)

(e) Investment return adjustment for Group equity and debt instruments held in policyholder funds

AOP includes investment returns on policyholder investments in Group equity and debt instruments held by the Group's life funds. These include investments in the Company's ordinary shares and the subordinated liabilities and ordinary shares issued by the Group. These investment returns are eliminated within the consolidated income statement in arriving at profit before tax in the IFRS income statement, but are included in AOP. This ensures consistency of treatment with the measures in the related policyholder liability. During the year ended 31 December 2015, the investment return adjustment increased AOP by £31 million (year ended 31 December 2014: increase of £42 million).

(f) Dividends declared to holders of perpetual preferred callable securities

Dividends declared to the holders of the Group's perpetual preferred callable securities on an AOP basis were £31 million for the year ended 31 December 2015 (year ended 31 December 2014: £32 million). For the purpose of determining AOP, these are recognised in finance costs on an accrual basis. In accordance with IFRS, the total cash distribution is recognised directly in equity.

(g) Institutional Asset Management equity plans

Institutional Asset Management has a number of long-term incentive arrangements with senior employees in its asset management affiliates.

As part of the incentive schemes in the Institutional Asset Management business, the Group has granted put options over the equity of certain affiliates to senior affiliate employees. The impact of revaluing these instruments is recognised in accordance with IFRS, but excluded from AOP. At 31 December 2015, these instruments were revalued, the impact of which was a loss of £9 million (year ended 31 December 2014: loss of £42 million).



 

(h) Credit-related fair value losses on Group debt instruments

The widening of the credit spread on the Group's debt instruments can cause the market value of these instruments to decrease, resulting in gains being recognised in profit or loss. Conversely, if the credit spread narrows the market value of debt instruments will increase causing losses to be recognised in the consolidated income statement. In the directors' view, such movements are not reflective of the underlying performance of the Group and will reverse over time. Therefore they have been excluded from AOP.  For the year ended 31 December 2015, due to widening of credit spreads, a net gain of £7 million was recognised (year ended 31 December 2014: net loss of £10 million).

(i) Development costs of the new Old Mutual Wealth UK platform

In 2013, Old Mutual Wealth UK business embarked on a significant programme to develop new platform capabilities and to outsource UK business administration. This will involve replacing many aspects of the existing UK platform, and on completion certain elements of service provision will be migrated to International Financial Data Services (IFDS) under a long-term outsourcing agreement. The cost of developing the new technology typically cannot be capitalised, hence these costs and the costs of decommissioning existing technology and migrating of services to IFDS are excluded from AOP. Only costs that are directly attributable to the programme are excluded. For the year ended 31 December 2015, these costs totalled £97 million (year ended 31 December 2014: £60 million).

C2: Earnings and earnings per share

The Group calculates earnings per share (EPS) on a number of different bases as appropriate to prevailing international, UK and South African practices and guidance. IFRS requires the calculation of basic and diluted EPS. Adjusted operating EPS reflects earnings per share that is consistent with the Group's alternative profit measure. JSE Limited (JSE) listing requirements also require the Group to calculate headline EPS. The Group's EPS on these different bases are summarised below:

 





Pence


Source of guidance

Notes

Year ended

31 December

2015

Year ended

31 December

2014

Basic earnings per share

IFRS

C2(a)

12.7

12.4

Diluted basic earnings per share

IFRS

C2(b)

12.2

11.5

Adjusted operating earnings per share

Group policy

C2(c)

19.3

17.9






Headline earnings per share (Gross of tax)

JSE Listing Requirements

C2(d)

13.9

12.3

Headline earnings per share (Net of tax)

JSE Listing Requirements

C2(d)

13.9

12.6






Diluted headline earnings per share (Gross of tax)

JSE Listing Requirements

C2(d)

13.3

11.4

Diluted headline earnings per share (Net of tax)

JSE Listing Requirements

C2(d)

13.3

11.6

(a) Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the financial year attributable to ordinary equity shareholders by the weighted average number of ordinary shares in issue during the year excluding own shares held in policyholder funds, Employee Share Ownership Plan Trusts (ESOP), Black Economic Empowerment Trusts and other related undertakings.

The table below reconciles the profit attributable to equity holders of the parent to profit attributable to ordinary equity holders:

 




£m



Year ended

31 December

2015

Year ended

31 December

2014

Profit for the financial year attributable to equity holders of the parent from continuing operations


635

632


(21)

(50)

Profit for the financial year attributable to equity holders of the parent


614

582


(24)

(25)

Profit attributable to ordinary equity holders


590

557

Total dividends paid to holders of perpetual preferred callable securities of £24 million for the year ended 31 December 2015 (year ended 31 December 2014: £25 million) are stated net of tax credits of £6 million (year ended 31 December 2014: £7 million).

C: Other key performance information continued

C2: Earnings and earnings per share continued

The table below summarises the calculation of the weighted average number of ordinary shares for the purposes of calculating basic earnings per share:

 




Millions



Year ended

31 December

2015

Year ended

31 December

2014

Weighted average number of ordinary shares in issue


4,924

4,901

Shares held in charitable foundations and trusts


(13)

(6)

Shares held in ESOP trusts


(98)

(50)

Adjusted weighted average number of ordinary shares


4,813

4,845

Shares held in life funds


(81)

(127)

Shares held in Black Economic Empowerment trusts


(91)

(233)

Weighted average number of ordinary shares used to calculate basic earnings per share


4,641

4,485





Basic earnings per ordinary share (pence)


12.7

12.4

(b) Diluted basic earnings per share

Diluted basic EPS recognises the dilutive impact of shares and options held in ESOP trusts and Black Economic Empowerment trusts, to the extent they have value, in the calculation of the weighted average number of shares, as if the relevant shares were in issue for the full year.

The table below reconciles the profit attributable to ordinary equity holders to diluted profit attributable to ordinary equity holders and summarises the calculation of weighted average number of shares for the purpose of calculating diluted basic earnings per share:

 






Notes

Year ended

31 December

2015

Year ended

31 December

2014

Profit attributable to ordinary equity holders (£m)


590

557

Dilution effect on profit relating to share options issued by subsidiaries (£m)


(7)

(10)

Diluted profit attributable to ordinary equity holders (£m)


583

547

Weighted average number of ordinary shares (millions)

C2(a)

4,641

4,485

Adjustments for share options held by ESOP trusts (millions)


47

48

Adjustments for shares held in Black Economic Empowerment trusts (millions)


91

233

Weighted average number of ordinary shares used to calculate

   diluted basic earnings per share (millions)


4,779

4,766





Diluted basic earnings per ordinary share (pence)


12.2

11.5

(c) Adjusted operating earnings per share

The following table presents a reconciliation of profit for the financial year to adjusted operating profit after tax attributable to ordinary equity holders and summarises the calculation of adjusted operating earnings per share:

 






Notes

Year ended

31 December

2015

Year ended

31 December

2014

Profit for the financial year attributable to equity holders of the parent


614

582

Adjusting items

C1(a)

344

301

Tax on adjusting items


(60)

(36)

Non-core operations

B3

31

(1)

Loss from discontinued operations

H1

21

50

Non-controlling interest on adjusting items


(19)

(28)


931

868

Adjusted weighted average number of ordinary shares used to calculate adjusted

   operating earnings per share (millions)

C2(a)

4,813

4,845





Adjusted operating earnings per share (pence)


19.3

17.9

(d) Headline earnings per share

The Group is required to calculate headline earnings per share (HEPS) in accordance with the JSE Limited (JSE) Listing Requirements, determined by reference to the South African Institute of Chartered Accountants' circular 02/2015 'Headline Earnings'. The table below sets out a reconciliation of basic EPS and HEPS in accordance with that circular. Disclosure of HEPS is not a requirement of IFRS, but it is a commonly used measure of earnings in South Africa. The table below reconciles the profit for the financial year attributable to equity holders of the parent to headline earnings and summarises the calculation of basic HEPS:

 









Year ended

31 December 2015

Year ended

31 December 2014


Notes

Gross

Net

Gross

Net

Profit for the financial year attributable to equity holders of the parent


614

614

582

582

Dividends paid to holders of perpetual preferred callable securities


(24)

(24)

(25)

(25)

Profit attributable to ordinary equity holders


590

590

557

557

Adjustments:






Impairments of goodwill and other intangible assets


23

23

14

14

Loss on disposal of subsidiaries, associated

   undertakings and strategic investments


36

35

2

14

Realised gains (net of impairments) on available-for-sale

   financial assets


(5)

(5)

(20)

(20)

Headline earnings


644

643

553

565

Dilution effect on earnings relating to share options issued by subsidiaries


(7)

(7)

(10)

(10)

Diluted headline earnings  (£m)


637

636

543

555







Weighted average number of ordinary shares (millions)

C2(a)

4,641

4,641

4,485

4,485

Diluted weighted average number of ordinary shares (millions)

C2(b)

4,779

4,779

4,766

4,766







Headline earnings per share (pence)


13.9

13.9

12.3

12.6

Diluted headline earnings per share (pence)


13.3

13.3

11.4

11.6

 

C3: Dividends



£m


Year

ended

31 December

2015

Year

ended

31 December

2014

2013 Final dividend paid - 6.00p per 11 3/7p share

-

279

2014 Interim dividend paid - 2.45p per 11 3/7p share

-

115

2014 Final dividend paid - 6.25p per 11 3/7p share

296

-

2015 Interim dividend paid - 2.65p per 11 3/7p share

126

-

Dividends to ordinary equity holders

422

394

Dividends paid to holders of perpetual preferred callable securities

30

32

Dividend payments for the year

452

426

The total dividend paid to ordinary equity holders is calculated using the number of shares in issue at the record date less own shares held in ESOP trusts, life funds of Group entities, Black Economic Empowerment trusts and related undertakings.

As a consequence of the exchange control arrangements in place in certain African territories, dividends to ordinary equity holders on the branch registers of those countries (or, in the case of Namibia, the Namibian section of the principal register) are settled through Dividend Access Trusts established for that purpose.

A second interim dividend of 6.25 pence (or its equivalent in other applicable currencies) per ordinary share in the Company has been declared by the directors. The final dividend will be paid on 29 April 2016 to shareholders on the register at the close of business on 1 April 2016. The dividend will absorb an estimated £297 million of shareholders' funds.

In March and November 2015, £17 million and £13 million respectively, were declared and paid to holders of perpetual preferred callable securities (March 2014: £17 million, November 2014: £15 million).

D: Other income statement notes 

D1: Income tax expense

This note analyses the income tax expense recognised in profit or loss for the year and the various factors that have contributed to the composition of the charge.

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred taxation is provided using the temporary difference method. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. The amount of deferred taxation provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the reporting date in the specific jurisdiction. Deferred taxation is charged to profit and loss except to the extent that it relates to a transaction that is recognised directly in other comprehensive income, or a business combination that is an acquisition. The effect on deferred taxation of any changes in tax rates is recognised in profit and loss, except to the extent that it relates to items previously charged or credited directly to other comprehensive income. A deferred tax asset is recognised only to the extent that it is probable that future taxable income will be available, against which the unutilised tax losses and deductible temporary differences can be used. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefits will be realised.

In certain circumstances, as permitted by accounting guidance, deferred tax balances are not recognised. In particular where the liability relates to the initial recognition of goodwill, or transactions that are not a business combination and at the time of their occurrence affect neither accounting nor taxable profit.

Critical accounting estimates and judgements - Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in other comprehensive income or equity, in which case it is recognised in other comprehensive income and the statement of changes in equity respectively.

The Group is subject to income taxes in numerous jurisdictions and the calculation of the Group's tax charge and worldwide provisions for income tax necessarily involves a degree of estimation and judgement. At any given time the Group typically has a number of open tax returns with various tax authorities and engages in active dialogue to resolve this. Taxation provisions relating to these open items are recognised based on the Group's estimate of the most likely outcome, after taking into account external advice where appropriate. Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact profit or loss, current and deferred income tax assets and liabilities in the period such determination is made.

(a) Analysis of total income tax expense

The total income tax expense for the year comprises:



£m


Year ended

31 December

 2015

Year ended

31 December 2014

Current tax



United Kingdom

33

19

Overseas tax



- South Africa

272

317

- Rest of Africa

19

19

- Europe

17

23

- Rest of the world

16

14

Withholding taxes

11

16

Adjustments to current tax in respect of prior years

(1)

31

Total current tax

367

439

Deferred tax



Origination and reversal of temporary differences

23

43

Effect on deferred tax of changes in tax rates

(8)

-

Adjustments to deferred tax in respect of prior years

(8)

(20)

Total deferred tax

7

23

Total income tax expense

374

462

(b) Reconciliation of total income tax expense

The income tax expense charged to profit or loss differs from the income tax expense that would apply if all of the Group's profits from the different tax jurisdictions had been taxed at the UK standard corporation tax rate. The difference in the effective rate is explained below:

 



£m


Year ended

31 December

2015

Year ended

31 December

2014

Profit before tax

1,319

1,364

Tax at UK standard rate of 20.25% (2014: 21.5%)

267

293

Different tax rate or basis on overseas operations

118

95

Untaxed and low taxed income

(82)

(56)

Disallowable expenses

46

36

Adjustments to current tax in respect of prior years

(1)

31

Net movement on deferred tax assets not recognised

7

27

Effect on deferred tax of changes in tax rates

(8)

-

Adjustments to deferred tax in respect of prior years

(8)

(20)

Withholding taxes

5

8

Income tax attributable to policyholder returns

25

46

Other

5

2

Total income tax expense

374

462

(c) Income tax relating to components of other comprehensive income

The total income tax expense relating to items recognised in other comprehensive income for the year comprises the following:



£m


Year ended

31 December

2015

Year ended

31 December

2014

Measurement gains on defined benefit plans

1

1

Property revaluation

3

6

Income tax on items that will not be reclassified subsequently to profit or loss

4

7

Available-for-sale reserves

-

5

Income tax on items that may be reclassified subsequently to profit or loss

-

5

Income tax expense relating to components of other comprehensive income

4

12

(d) Reconciliation of income tax expense in the IFRS income statement to income tax on adjusted operating profit



£m


Year ended

31 December

2015

Year ended

31 December

2014

Income tax expense

374

462

Tax on adjusting items



Goodwill impairment and impact of acquisition accounting

20

15

Loss/(profit) on disposal of subsidiaries, associates and strategic investments

1

(11)

Short-term fluctuations in investment return

22

6

Tax on dividends declared to holders of perpetual preferred callable securities recognised in equity

(6)

(7)

Institutional Asset Management equity plans

5

20

Old Mutual Wealth business transformation costs

18

13

Total tax on adjusting items

60

36

Income tax attributable to policyholders returns

(31)

(59)

Income tax on adjusted operating profit

403

439

E: Financial assets and liabilities

E1: Loans and advances




£m



At

31 December

2015

At

31 December

2014¹

Home loans


6,409

7,816

Commercial mortgages


6,098

6,870

Unsecured retail lending


1,558

1,880

Other term loans


3,961

4,775

Other loans to clients


5,663

4,856

Net finance leases and instalment debtors


4,377

5,236

Deposits placed under reverse purchase agreements


884

1,016

Overdrafts


751

929

Preference shares and debentures


907

1,006

Credit cards


616

745

Factoring accounts


234

277

Policyholder loans


241

248

Properties in possession


16

33

Remittances in transit


9

11

Trade, other bills and bankers' acceptances


-

16

Gross loans and advances


31,724

35,714





Provisions for impairment


(759)

(857)

   Specific provisions


(529)

(596)

   Portfolio provision


(230)

(261)





Total net loans and advances


30,965

34,857

1        The Group has grossed up £126 million relating to the prior year statement of financial position impairment provisions that were previously netted off against the value of gross loans and advances.

E2: Borrowed funds

The Group raises funding in the normal course of business. The borrowed funds raised for the banking business support the lending and banking operations of the Group. Other borrowed funds raised support the general funding needs of the Group and the expense has been recognised as finance costs.

 

Summary of Borrowed Funds






£m

Type of securities

Notes

Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2015

Senior debt securities and term loans


112

198

1,331

-

1,641

     Floating rate notes

E2(a)(i)

-

-

571

-

571

     Fixed rate notes

E2(a)(ii)

112

-

760

-

872

     Term loans

E2(a)(iii)

-

198

-

-

198

Revolving credit facilities

E2(b)

-

-

-

61

61

Mortgage-backed securities

E2(c)

-

-

97

-

97

Subordinated debt securities

E2(d)

986

251

488

-

1,725

Total Borrowed funds


1,098

449

1,916

61

3,524

Other instruments treated as equity

   for accounting purposes







£273 million perpetual preferred callable

   securities at 6.38%


273

-

-

-

273

Total book value of Group debt1


1,371

449

1,916

61

3,797

1        The nominal value of Group debt excluding banking is £1,710 million (2014: £1,512 million).

On 4 November 2015, being the First Call Date, the Company redeemed the outstanding €374 million (£253 million) Upper Tier 2 perpetual notes at their nominal value, together with accrued and unpaid interest.

 







£m

Type of securities

Notes

Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2014

Senior debt securities and term loans


112

125

1,139

-

1,376

     Floating rate notes

E2(a)(i)

-

-

563

-

563

     Fixed rate notes

E2(a)(ii)

112

-

576

-

688

     Term loans

E2(a)(iii)

-

125

-

-

125

Revolving credit facilities

E2(b)

-

72

-

114

186

Mortgage-backed securities

E2(c)

-

-

52

-

52

Subordinated debt securities

E2(d)

565

223

642

-

1,430

Total Borrowed funds


677

420

1,833

114

3,044

Other instruments treated as equity

   for accounting purposes







£273 million perpetual preferred callable

   securities at 6.38%


273

-

-

-

273

€374 million perpetual preferred callable

   securities at 5.00%

A2

253

-

-

-

253

Total book value of Group debt


1,203

420

1,833

114

3,570








Total borrowed funds can be further analysed between non-banking and banking as follows:







£m


At 31 December 2015

At 31 December 2014

Type of securities

Non-

banking

Banking1

Total

Non-

banking

Banking1

Total

Senior debt securities and term loans

160

1,481

1,641

112

1,264

1,376

Revolving credit facilities

61

 -

61

114

72

186

Mortgage-backed securities

 -

97

97

 -

52

52

Subordinated debt securities

1,237

488

1,725

788

642

1,430

Total Borrowed funds

1,458

2,066

3,524

1,014

2,030

3,044








1     Borrowed funds identified as Banking are those which are directly related to the lending and banking businesses in Nedbank and Emerging Markets.

 

 

Perpetual preferred callable securities of £273 million (2014: £526 million) are also classified as non-banking.

 

 

 

 

 

E: Financial assets and liabilities continued

E2: Borrowed funds continued

Maturity analysis

The table below is a maturity analysis of the liability cash flows based on contractual maturity dates for borrowed funds. Maturity analysis is undiscounted and based on year-end exchange rates.

 







£m



Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2015

Less than 1 year


196

50

-

2

248

Greater than 1 year and less than 5 years


302

135

-

66

503

Greater than 5 years


1,147

493

-

-

1,640

Total non-banking


1,645

678

-

68

2,391

Less than 1 year


-

15

614

-

629

Greater than 1 year and less than 5 years


-

166

1,236

-

1,402

Greater than 5 years


-

17

973

-

990

Total banking


-

198

2,823

-

3,021

Total


1,645

876

2,823

68

5,412














£m



Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At 31 December 2014

Less than 1 year


48

19

-

2

69

Greater than 1 year and less than 5 years


280

76

-

129

485

Greater than 5 years


560

266

-

-

826

Total non-banking


888

361

-

131

1,380

Less than 1 year


-

31

603

-

634

Greater than 1 year and less than 5 years


-

220

1,518

-

1,738

Greater than 5 years


-

7

295

-

302

Total banking


-

258

2,416

-

2,674

Total


888

619

2,416

131

4,054

Interest rate profile

The interest rate profiles of the Group's borrowed funds are analysed as follows:

 







£m



Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2015

Fixed rate


1,098

218

760

-

2,076

Floating rate


-

231

1,156

61

1,448

Total


1,098

449

1,916

61

3,524














£m



Old Mutual

plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2014

Fixed rate


677

225

666

-

1,568

Floating rate


-

195

1,167

114

1,476

Total


677

420

1,833

114

3,044

Currency exposure

The currency exposures of the Groups borrowed funds are analysed as follows:

 







£m



Old Mutual plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2015

ZAR


-

356

1,847

-

2,203

GBP


1,098

-

-

-

1,098

USD


-

55

69

61

185

Other


-

38

-

-

38

Total


1,098

449

1,916

61

3,524














£m



Old Mutual

plc

Emerging Markets

Nedbank

Institutional Asset Management

At

31 December 2014

ZAR


-

379

1,769

-

2,148

GBP


677

-

-

-

677

USD


-

32

64

114

210

Other


-

9

-

-

9

Total


677

420

1,833

114

3,044

Analysis of security types

(a) Senior debt securities and term loans

(i) Floating rate notes (net of Group holdings)

 




£m


Maturity date

At

31 December

2015

At

31 December 2014

Banking - Nedbank Floating rate unsecured senior debt




R1,297 million at JIBAR + 1.00%

Repaid

-

72

R1,027 million at JIBAR + 1.75%

Repaid

-

57

R250 million at JIBAR + 1.00%

Repaid

-

14

R1,044 million at JIBAR + 2.20%

Repaid

-

59

R677 million at JIBAR + 1.25%

March 2016

30

38

R3,056 million at JIBAR + 0.80%

July 2016

135

169

R694 million at JIBAR + 0.75%

November 2016

31

39

R405 million at JIBAR + 1.30%

February 2017

18

23

R1,035 million at JIBAR + 0.85%

March 2017

45

58

R806 million at JIBAR + 0.90%

June 2017

35

45

R786 million at JIBAR + 1.30%

August 2017

31

39

R241 million at JIBAR + 1.12%

November 2017

11

14

R472 million at JIBAR + 1.25%

February 2018

21

-

R1,427 million at JIBAR + 1.30%

June 2018

63

-

R90 million at JIBAR + 1.45%

February 2020

4

-

R80 million at JIBAR + 2.15%

April 2020

4

5

R476 million at JIBAR + 1.55%

November 2020

21

-

R650 million at JIBAR + 1.30%

June 2021

29

36

R12 million at JIBAR + 1.55%

February 2022

1

-

R1,980 million at JIBAR + 2.00%

February 2025

88

-

R500 million at JIBAR + 2.10%

April 2026

22

-



589

668

Less: floating rate notes held by other Group companies


(18)

(105)

Total floating rate notes


571

563

All floating rate unsecured senior debt are non-qualifying for the purposes of regulatory tiers of capital.

E: Financial assets and liabilities continued

E2: Borrowed funds continued

(a) Senior debt securities and term loans continued

(ii) Fixed rate notes (net of Group holdings)

 




£m


Maturity date

At

31 December

2015

At

31 December 2014

Non-banking - Old Mutual plc




£112 million at 7.125%

October 2016

112

112

Total non-banking fixed rate unsecured senior debt


112

112





Banking - Nedbank Fixed rate unsecured senior debt




R478 million at 9.68%

Repaid

-

27

R3,244 million at 10.55%

Repaid

-

186

R1,137 million at 9.36%

March 2016

51

65

R151 million at 6.91%

July 2016

7

9

R1,273 million at 11.39%

September 2019

60

77

R380 million at 9.26%

June 2020

17

-

R1,888 million at 8.92%

November 2020

83

106

R855 million at 9.38%

March 2021

38

49

R500 million at 9.29%

June 2021

22

28

R215 million at 8.79%

February 2022

10

-

R280 million at 9.64%

June 2022

12

-

R952 million at 10.07%

November 2023

42

-

R391 million at 9.73%

March 2024

18

22

R660 million at zero coupon

October 2024

11

15

R2,607 million at 9.44%

February 2025

118

-

R884 million at 10.685%

November 2025

39

-

R800 million at 9.95%

April 2026

36

-

R1,739 million at 10.36%

June 2026

77

-

R2,000 million at JIBAR + 10.63%

July 2027

92

-

R666 million at 10.935%

November 2027

30

-



763

584

Less: Fixed rate notes held by other Group companies


(3)

(8)

Total banking fixed rate unsecured senior debt (net of Group holdings)


760

576

Total fixed rate notes


872

688

All fixed rate notes are non-qualifying for the purpose of regulatory tiers of capital.

(iii) Term loans

 




£m


Maturity date

At

31 December

2015

At

31 December 2014

Emerging Markets floating rate loans








$7 million at 3 month LIBOR plus 7.50%2

March 2016

5

-

$5 million at 3 month LIBOR plus 7.50%2

March 2016

3

-

$5 million at 3 month LIBOR plus 7.50%2

March 2016

3

-

R1,500 million at JIBAR + 2.95%1

August 2017

70

84

R800 million at JIBAR + 2.75%1

35

-

KES451 million at KBRR + 3.87%1

March 2019

3

-





Emerging Markets fixed rate loans




KES170 million at 14.00% to 14.75%1

Repaid

   -

5

KES175 million at 11.70%1

October 2016

-

1

KES1,000 million at 12.50%2

January 2016

7

-

KES225 million at 11.70%1

August 2017

1

2

KES2,000 million at 13.00%2

13

-

KES411 million at 11.50%1

April 2020

3

-

KES1,183 million at 9.20%1

September 2020

8

-

KES150 million at 5.00%1

July 2022

1

1

$6 million at 8.10%1

August 2017

3

4

$19 million at 8.10%1

September 2017

9

12

$10 million at 8.10%1

May 2020

5

7

$5 million at 11.00%1

September 2022

3

3

$20 million at 8.75%2

11

-

KES466 million at 9.83%1

July 2022

2

-

$5 million at 6.50%2

June 2023

3

-

$5 million at 6.50%2

June 2023

3

-

$10 million at 10.00%1

December 2023

7

6

Total term loans and other loans


198

125

1   Banking - The term loans above of £150 million are Emerging Markets banking term loans.

2   Non-banking - The term loans above of £48 million are Emerging Markets non-banking term loans

E: Assets and liabilities continued

E2: Borrowed funds continued

(b) Revolving credit facilities

 




£m


Maturity date

At

31 December

2015

At

31 December 2014

Non-banking - Institutional Asset Management




$90 million drawn of a $350 million facility at

   $ LIBOR + 1.25%

October 2019

61

114





Banking - Emerging Markets




R475 million (31 December 2014: R1,000 million) drawn of a

   R1,200 million facility at 3 month JIBAR + 2.95%

Repaid

-

44

R500 million fully drawn at 3 month JIBAR + 3.10%

Repaid

-

28



-

72

Total revolving credit facilities


61

186

The Group has access to a £800 million (December 2014: £800 million) multi-currency revolving credit facility available to the Holding Company. The Group extended the existing revolving credit facility in August 2015 for one year, resulting in a £727 million facility that matures in August 2020 and a £73 million facility that matures in August 2019. There is an optional further one year extension in August 2016. At 31 December 2015, (31 December 2014), none of this facility was drawn.

In December 2015, Emerging Markets entered into a new R5,250 million (£230 million) revolving credit facility which matures in three years, with the option to renew for a further year at maturity. At 31 December 2015 none of this facility was drawn.

(c) Mortgage-backed securities (net of Group holdings)

 





£m


Tier

Maturity date

At

31 December

2015

At

31 December 2014

Banking - Nedbank





R480 million (class A1) at JIBAR + 1.10%

Tier 2

Repaid

-

2

R161 million (class A2) at JIBAR + 1.25%

Tier 2

October 2039

7

19

R900 million (class A3) at JIBAR + 1.54%

Tier 2

October 2039

40

51

R110 million (class B) at JIBAR + 1.90%

Tier 2

October 2039

5

6

R558 million at JIBAR +1.20%

Tier 2

February 2042

24

-

R100 million at JIBAR +1.45%

Tier 2

February 2042

4

-

R680 million at JIBAR +1.55%

Tier 2

February 2042

30

-

R80 million at JIBAR +2.20%

Tier 2

February 2042

4

-

R65 million at JIBAR + 3.00%

Tier 2

February 2042

3

-




117

78

Less: Mortgage backed securities held by other Group companies

(20)

(26)

Total mortgage-backed securities



97

52

(d) Subordinated debt securities (net of Group holdings)

 





£m


Tier

Maturity

date

At

31 December

2015

At

31 December 2014

Banking - Nedbank





R1,265 million at JIBAR plus 4.75%

Non-core Tier 1

Repaid

-

74

R487 million at 15.05%

Non-core Tier 1

Repaid

-

32

R1,000 million at 10.54%

Tier 2

Repaid

-

58

$100 million at 3 month $ LIBOR

Tier 2 (secondary)

March 2022

69

64

R2,000 million at JIBAR + 0.47%

Tier 2

July 2022

89

113

R1,800 million at JIBAR + 2.75%

Tier 2

July 2023

80

102

R1,200 million at JIBAR + 2.55%

Tier 2

November 2023

53

67

R450 million at JIBAR + 10.49%

Tier 2

April 2024

20

26

R1,737 million at 3 month JIBAR + 2.55%

Tier 2

April 2024

78

98

R300 million at JIBAR + 2.75%

Tier 2

October 2024

13

17

R225 million at JIBAR +2.75%

Tier 2

 January 2025

10

-

R1,624 million at JIBAR + 3.5%

Tier 2

July 2025

73

-

R407 million at JIBAR + 11.29%

Tier 2

July 2025

19

-




504

651

Less: Banking subordinated debt securities held by other Group companies

(16)

(9)

Banking subordinated securities


488

642






Non-banking - Old Mutual plc





£500 million at 8.00%

Lower Tier 2

June 2021

536

565

£450 million at 7.88%1

Lower Tier 2

November 2025

450

-






Non-banking - Emerging Markets





R3,000 million at 8.92%2

Lower Tier 2

Repaid

-

167

R1,288 million at 3 month JIBAR + 2.25%

Lower Tier 2

September 2025

57

-

R568 million at 10.90%

Lower Tier 2

September 2027

23

-

R300 million at 9.26%

Lower Tier 2

November 2024

12

17

R700 million at 3 month JIBAR + 2.20%

Lower Tier 2

November 2024

31

39

R537 million at 3 month JIBAR  + 2.30%

Lower Tier 2

March 2025

24

-

R425 million at 9.76%

Lower Tier 2

March 2025

17

-

R409 million at 10.32%

Lower Tier 2

March 2027

16

-

R1,150 million at 10.96%

Lower Tier 2

March 2030

46

-

R623 million at 11.35%

Lower Tier 2

September 2030

25

-




251

223

Total subordinated debt securities


1,725

1,430

1        On 3 November 2015, the Company issued £450 million Dated Tier 2 Subordinated Notes under its existing £5,000 million Euro Note Programme. The notes have a maturity date of 3 November 2025 and pay interest semi-annually on 3 May and 3 November at a fixed rate of 7.88% per annum up to and including the maturity date.

2        During the year on the first call date the Group redeemed the outstanding R3,000 million Lower Tier 2 subordinated debt at their nominal value, together with accrued and unpaid interest.

All callable subordinated debt securities have a first call date five years before the maturity date.

F: Non-financial assets and liabilities

F1: Goodwill and other intangible assets

Analysis of goodwill and other intangible assets

This note shows the movements in cost, amortisation and impairment of goodwill and other intangible assets for the year ended 31 December 2015 and year ended 31 December 2014.











£m


Goodwill

Present value of

acquired in-force business development costs

Software development costs

Other

intangible

assets

Total


2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

Cost











Balance at beginning of the year

2,756

2,641

1,107

1,464

669

630

402

538

4,934

5,273

Acquisitions through business

   combinations1

467

155

-

17

-

14

308

69

775

255

Purchase price adjustments2

22

-

-

-

-

-

-

-

22

-

Additions

-

-

-

-

72

72

9

4

81

76

Disposal of interests in subsidiaries

(41)

(86)

(125)

(335)

(1)

(22)

(4)

(192)

(171)

(635)

Disposals or retirements

-

-

-

-

(8)

(18)

(1)

-

(9)

(18)

Transfer to non-current assets

   held for sale

(29)

-

-

(14)

-

(3)

-

-

(29)

(17)

Foreign exchange and other movements

(46)

46

-

(25)

(134)

(4)

(4)

(17)

(184)

-

Cost at end of the year

3,129

2,756

982

1,107

598

669

710

402

5,419

4,934

Amortisation and impairment losses











Balance at beginning of the year

(624)

(598)

(792)

(946)

(449)

(437)

(306)

(457)

(2,171)

(2,438)

Amortisation charge for the year

-

-

(58)

(70)

(49)

(46)

(70)

(54)

(177)

(170)

Impairment losses

(23)

(14)

-

-

-

-

-

-

(23)

(14)

Disposal of interests in subsidiaries

-

-

102

198

1

20

-

192

103

410

Disposals or retirements

-

-

-

-

7

17

1

-

8

17

Transfer to non-current assets

   held for sale

29

-

-

8

-

3

-

-

29

11

Foreign exchange and other movements

1

(12)

(3)

18

87

(6)

3

13

88

13

Accumulated amortisation and

   impairment losses at end of

   the year

(617)

(624)

(751)

(792)

(403)

(449)

(372)

(306)

(2,143)

(2,171)

Carrying amount











Balance at beginning of the year

2,132

2,043

315

518

220

193

96

81

2,763

2,835

Balance at end of the year

2,512

2,132

231

315

195

220

338

96

3,276

2,763

1          Goodwill acquired through business combinations comprises £292 million in respect of the acquisition of Quilter Cheviot, £150 million in respect of the acquisition of UAP Holdings Limited and £25 million in respect of the acquisition of African Infrastructure Investment Managers (Pty) Limited. Refer to note G2 for further information.

2          The purchase price adjustments to goodwill of £22 million is the result of an increase in the value of liabilities identified by the Group in the 12 month period following the completion of the acquisitions of: Intrinsic Financial Services Limited, £7 million; Quilter Cheviot, £2 million; and Old Mutual Finance (Pty) Ltd, £13 million.

Segmental analysis of goodwill and other intangibles

The following table shows a segmental analysis of the carrying amounts of goodwill and other intangible assets, together with amortisation and impairment charges, by operating segment:

 







£m


Goodwill and

intangible assets

(carrying amount)

Amortisation

Impairment

At 31 December

2015

2014

2015

2014

2015

2014

Emerging Markets

415

275

28

16

-

-

Old Mutual Wealth

1,620

1,197

112

117

-

14

Nedbank

378

452

37

37

-

-

Institutional Asset Management

863

839

-

-

23

-


3,276

2,763

177

170

23

14

F2: Non-controlling interests

(a) Profit or loss
(i) Ordinary shares

The non-controlling interests share of profit for the financial year has been calculated on the basis of the Group's effective ownership of the subsidiaries in which it does not own 100% of the ordinary equity. The principal subsidiaries where a non-controlling interest exists is Nedbank, the Group's banking business in South Africa and OM Asset Management plc, the Group's asset management business. For the year ended 31 December 2015 the non-controlling interests attributable to ordinary shares was £291 million (2014: £252 million).

(ii) Preferred securities



£m


At

31 December 2015

At

31 December 2014

Nedbank



R3,560 million non-cumulative preference shares

19

18

(iii) Non-controlling interests - adjusted operating profit

The following table reconciles non-controlling interests' share of profit for the financial year to non-controlling interests' share of adjusted operating profit:

 



£m

Reconciliation of non-controlling interests' share of profit for the financial year

Year ended

31 December 2015

Year ended

31 December 2014

The non-controlling interests share is analysed as follows:



Non-controlling interests - ordinary shares

291

252

Income attributable to Black Economic Empowerment trusts of listed subsidiaries

13

24

Attributable to Institutional Asset Management equity plans

4

2

Other items

2

2

Non-controlling interests share of adjusted operating profit

310

280

The Group uses an adjusted weighted average effective ownership interests when calculating the non-controllable interest applicable to the adjusted operating profit of its Southern African banking businesses. These reflect the legal ownership of this business following the implementation for Black Economic Empowerment (BEE) schemes in 2005. In accordance with IFRS accounting rules the shares issued for BEE purposes are deemed to be, in substance, options. Therefore the effective ownership interest of the minorities reflected in arriving at profit after tax in the consolidated income statement is lower than that applied in arriving at adjusted operating profit after tax. In 2015 the increase in adjusted operating profit attributable to non-controlling interests as a result of this was £13 million (2014: £24 million).

F: Non-financial assets and liabilities continued

F2: Non-controlling interests continued

(b) Statement of financial position
(i) Ordinary shares




£m

Reconciliation of movements in non-controlling interests

Notes

At

31 December 2015

At

31 December 2014

Balance at beginning of the year


1,867

1,502

Non-controlling interests' share of profit


291

252

Non-controlling interests' share of dividends paid


(141)

(127)

Disposal of interest in OM Asset Management plc

A2

114

163

Acquisition of businesses

G2(b)

105

53

Net disposal of interests


72

39

Foreign exchange and other movements


(326)

(15)

Balance at end of the year


1,982

1,867

(ii) Preferred securities



£m


At

31 December 2015

At

31 December 2014

Nedbank



R3,560 million non-cumulative preference shares

272

272

R3,560 million R10 preference shares issued by Nedbank Limited (Nedbank), the Group's banking subsidiary. These shares are non-redeemable and non-cumulative and pay a cash dividend equivalent to 83% of the prime overdraft interest rate of Nedbank. Preference shareholders are only entitled to vote during periods when a dividend or any part of it remains unpaid after the due date for payment or when resolutions are proposed that directly affect any rights attaching to the shares or the rights of the holders. Preference shareholders will be entitled to receive their dividends in priority to any payment of dividends made in respect of any other class of Nedbank's shares.

Preferred securities at 31 December 2015 are held at the value of consideration received less unamortised issue costs and are stated net of securities held by Group companies.

G: Other notes

G1: Contingent liabilities



£m


At

31 December 2015

At

31 December 2014

Guarantees and assets pledged as collateral security

1,198

1,325

Secured lending

401

455

Irrevocable letters of credit

196

181

Other contingent liabilities

4

6

The Group has provided certain guarantees for specific client obligations, in return for which the Group has received a fee. The Group has evaluated the extent of the possibility of the guarantees being called on and has provided appropriately.

The Group, through its South African banking business, has pledged debt securities and negotiable certificates of deposit amounting to £681 million (2014: £767 million) as collateral for deposits received under re-purchase agreements. These amounts represent assets that have been transferred but do not qualify for derecognition under IAS 39. These transactions are entered into under terms and conditions that are standard industry practice to securities borrowing and lending activities.

Contingent liabilities - tax

The Revenue authorities in the principal jurisdictions in which the Group operates (South Africa, the United Kingdom and the United States) routinely review historic transactions undertaken and tax law interpretations made by the Group. The Group is committed to conducting its tax affairs in accordance with the tax legislation of the jurisdictions in which they operate. All interpretations made by management are made with reference to the specific facts and circumstances of the transaction and the relevant legislation.

There are occasions where the Group's interpretation of tax law may be challenged by the Revenue authorities. The financial statements include provisions that reflect the Group's assessment of liabilities which might reasonably be expected to materialise as part of their review. The Board is satisfied that adequate provisions have been made to cater for the resolution of tax uncertainties and that the resources required to fund such potential settlements are sufficient.

Due to the level of estimation required in determining tax provisions amounts eventually payable may differ from the provision recognised.

Nedbank litigation

There are a number of legal or potential claims against Nedbank Group Ltd and its subsidiary companies, the outcome of which cannot at present be foreseen.

The largest of these potential actions is a claim for R773 million in the High Court against Nedbank Ltd (Nedbank) by Absa Bank Limited (Absa) in connection with Pinnacle Point Group Ltd, where Absa is alleging that Nedbank had a legal duty of care to them in relation to single stock futures transactions. Nedbank has filed an exception against the claim and the claim has been held in abeyance since April 2012 by mutual agreement.

Consumer protection

Old Mutual is committed to treating customers fairly and supporting its customers in meeting their lifetime goals and treating customers fairly is central to how our businesses operate.  We routinely engage with customers and regulators to ensure that we meet this commitment, but there is the risk of regulatory intervention across various jurisdictions, giving rise to the potential for customer redress which can result in retrospective changes to policyholder benefits, penalties or fines.  The Group monitors the exposure to these actions and makes provision for the related costs as appropriate.

On 2 March 2016, the Financial Conduct Authority (FCA) notified Old Mutual Wealth that one of its subsidiaries, Old Mutual Wealth Life Assurance Limited, would be investigated by the Enforcement Division of the FCA. The appointment has arisen following an industry-wide thematic project on "Fair treatment of long-standing customers of life insurers" by the FCA in 2014, which focused on our UK closed book of insurance products. The appointment of investigators does not itself mean that the FCA has determined that rule breaches and/or other contraventions or offences have occurred, and at this early stage it is not possible to assess the outcome and, by extension, whether the matter will have financial consequences for Old Mutual Wealth.

G: Other notes continued

G2: Businesses acquired during the year

(a) Acquisition of Quilter Cheviot

On 25 February 2015, the Group acquired the Quilter Cheviot group of companies. The Quilter Cheviot group is based in the United Kingdom and is a discretionary investment manager specialising in the high net worth and affluent segment of the industry. The results from the business have been consolidated since the date of acquisition.

The table below sets out the consolidated assets and liabilities acquired as a result of the acquisition of Quilter Cheviot:



£m


Acquiree's carrying amount

Fair value

Assets



Intangible assets

-

288

Property, plant and equipment

8

8

Deferred tax asset

1

1

Current tax receivable

3

3

Cash and cash equivalents

69

69

Trade, other receivables and other assets

128

128

Total assets

209

497

Liabilities



Deferred tax liabilities

-

(58)

Provisions and accruals

(50)

(53)

Current tax payable

(5)

(5)

Trade, other payables and other liabilities

(107)

(107)

Total liabilities

(162)

(223)

Total net assets acquired

47

274




Total cash consideration paid


566




Goodwill recognised


292

The purchase price has been allocated based on a provisional estimate of the fair value of assets acquired and liabilities assumed at the date of acquisition determined in accordance to IFRS 3 'Business Combinations'. The provisional allocation required significant assumptions and the use of external expertise and it is possible that the preliminary estimates may change materially as the purchase price allocations are finalised. The accounting must be finalised within 12 months of the acquisition date.

The carrying value of assets and liabilities in Quilter Cheviot's consolidated statement of financial position on acquisition date approximates the fair value of these items determined by the Group, with the exception of identified intangible assets of £288 million, additional provisions of £3 million and an additional deferred tax liability of £58 million. The intangible assets recognised relate to customer distribution channels (£273 million) and to the Quilter Cheviot brand (£15 million). The value of the intangible assets was determined by applying cash flows to standard industry valuations models.  Goodwill is attributable to the delivery of significant cost and revenue synergies that cannot be linked to identifiable intangible assets. This goodwill is not expected to be deductible for tax purposes.

Of the acquired receivables, £121 million represent short dated receivables that arise from the normal course of business and represent the gross cash flows that are expected to be received over a period of three months. No contingent liability has been recognised on acquisition.

In addition to the £566 million cash consideration paid, 19.3 million Old Mutual plc ordinary shares of 11 3/7p with a value on issue of £42 million were placed into an employee benefit trust. 50% of these shares will be released to the participants after three years and the other 50% after four years, on the fulfilment of conditions relating to the maintenance of the level of funds under management. These expenses will be recognised in the profit or loss over the vesting periods of three and four years and will be excluded from the determination of AOP.

Transaction costs incurred of £9 million relating to the acquisition have been recognised within other operating expenses in the consolidated income statement, but not included within adjusted operating profit. For the year ended 31 December 2015, Quilter Cheviot contributed £12 million in profit after tax attributable to equity holders and £34 million in adjusted operating profit after tax.

(b) Acquisition of UAP Holdings Limited

On 24 June 2015, Old Mutual acquired an aggregate stake of 60.7% in UAP Holdings Limited (UAP), a Kenyan Pan-African financial services group for an aggregate cash consideration of £152 million. The acquisition was made as part of the expansion of the Group's footprint in East Africa. The transaction was financed by the Group from existing funds, without the issuance of any new debt or new shares.

An initial stake of 23.3% was acquired on 1 February 2015, while the remaining 37.3% stake was acquired on 24 June 2015. The results and movements in reserves were equity accounted from 1 February 2015 to the date that control was obtained. The purchase price per share did not vary between the acquisition of the two tranches and there was no amount recognised in the profit or loss as a result of the step up acquisition. A loss of £0.4 million has been equity accounted in the consolidated income statement for the period from 1 February 2015 to 24 June 2015. Subsequently, from 24 June 2015, the financial results and financial position were consolidated in the Group financial statements.

The assets and liabilities acquired have been recorded at their fair values for purposes of the opening balance sheet and included in the consolidated accounts of the Group using the Group's accounting policies in accordance with IFRS.

The table below sets out the consolidated assets and liabilities acquired as a result of the acquisition of UAP Holdings Limited:



£m


Acquiree's carrying amount

Fair value

Assets



Investment property

104

104

Other intangible assets

1

20

Investments & securities

90

90

Cash and cash equivalents

23

23

Trade, other receivables and other assets

66

54

Total assets

284

291

Liabilities



Long-term business policyholder liabilities

(53)

(54)

Property & casualty liabilities

(33)

(35)

Deferred tax liabilities

(3)

(3)

Current tax payable

-

(5)

Trade, other payables and other liabilities

(87)

(87)

Total liabilities

(176)

(184)

Total net assets acquired

108

107




Total value of the business


257

   Cash consideration


152

   Non-controlling interests recognised


105




Goodwill recognised


150

 

The purchase price has been allocated based on the fair value of assets acquired and liabilities at the date of acquisition determined in accordance to IFRS 3 'Business Combinations'. The purchase price allocation required significant assumptions and the use of external expertise and the additional intangible assets identified and recognised are brand and customer lists.

The fair value of investment properties has been determined by independent valuers appointed by UAP on the basis of open market value using current prices. Investment and securities have been fair valued based on the market value of the assets and/or an analysis of the contractual cash flows. Other assets and liabilities, including long-term policyholder liabilities and property and casualty liabilities, have been recorded at their estimated fair values.

The fair value of the non-controlling interests in UAP has been determined in accordance with the Group policy and is in proportion to the fair value paid by the Group.

The Group has measured the fair value of the separately recognisable identifiable assets acquired and the liabilities assumed as of the acquisition date.  The value of UAP, £257 million, is greater than the fair value of the net assets acquired and resulted in goodwill of £150 million being recorded in the statement of financial position of the Group.

Acquisition related expenses of £4 million are included in other operating and administrative line in the consolidated income statement but has been reversed out of adjusted operating profit in line with the Group policy.

G: Other notes continued

G2: Businesses acquired during the year continued

(c) Acquisition of African Infrastructure Investment Managers (Pty) Ltd

On 10 December 2015, the Group acquired an additional 50% stake in African Infrastructure Investment Managers (Pty) Ltd (AIIM) for a cash consideration of £16 million. As the Group now has a controlling shareholding of 100%, the financial results and position of AIIM have been consolidated with effect from 10 December 2015.

The accounting related to the step up in ownership from 50% to 100% effectively involved a simultaneous sale of 50% of the business, followed by an acquisition of the fair value of 100% of the business. Consequently a profit of £15 million was realised on the transaction. Consistent with usual Group practice, this profit was recognised in the IFRS profit or loss, but excluded from AOP.

The total assets of £9 million were acquired and included other assets (£4 million), cash and cash equivalents (£3 million) and derivative assets (£2 million). Total liabilities of £3 million were acquired and included other liabilities of £3 million. Goodwill of £25 million has been recognised on the transaction.

Work is currently being undertaken to determine the purchase price allocation of the fair value of 100% of the AIIM business.

(d) Disposal of Old Mutual (Bermuda) Ltd (OMB) and certain related obligations to Beechwood Bermuda Limited

As described in note A2, the Group completed the sale of Old Mutual (Bermuda) Holdings Limited (OMBH) on 31 December 2015. The principal assets and liabilities disposed were reinsurers' share of long-term policyholder liabilities (£85 million), investments and securities (£267 million), other assets (£243 million), cash and cash equivalents (£68 million), long-term business policyholder liabilities (£647 million) and other liabilities (£6 million).

G3: Events after the reporting date

Disposal of Rogge Global Partners PLC

On 8 February 2016, the Group announced that it has agreed to sell Rogge Global Partners PLC (Rogge) to Allianz Global Investors GmbH. The transaction is expected to complete in the second quarter of 2016. The assets and liabilities of Rogge have been classified as held for sale at 31 December 2015. Refer to note H2 for further information.

South African capital gains tax inclusion rates changes

On the 24th of February 2016, the Minister of Finance of the Republic of South Africa announced changes to tax legislation which may in future impact the allocation of taxation between current and deferred tax.

UK Financial Conduct Authority notification of investigation

During 2014 the Financial Conduct Authority (FCA) conducted an industry-wide thematic project on "Fair treatment of long-standing customers of life insurers". On 2 March 2016 the FCA notified the Old Mutual Wealth business that, as consequence of the review, an Old Mutual Wealth UK subsidiary will be investigated by the FCA's Enforcement Division.  Further detail is included in the contingent liabilities note G1.

Nedbank subscription for shares in African Bank Holdings Limited

In line with the subscription agreement, Nedbank will subscribe for shares in African Bank Holdings Limited for R10 million on 11 March 2016 and for an additional R400 million on 30 March 2016, representing a 4.1% holding in African Bank Holdings Limited. This aligns with Nedbank's commitment under the provisions of this agreement.

Results of the Strategic Review

Following the appointment of Bruce Hemphill as Group Chief Executive in November 2015 a strategic review of the Group was initiated.  On 11 March 2016 the Group announced that, following the strategic review, it had been concluded that the long-term interests of the Group's shareholders and other stakeholders will be best served by Old Mutual separating its four principal businesses (Emerging Markets, Nedbank, Old Mutual Wealth and OM Asset Management plc) from each other.  Following completion of the managed separation and at an appropriate point in the future, the Group, in its current structure will no longer exist.  The precise means by which this managed separation of the Group will be effected is yet to be determined, and will involve significant ongoing regulatory and stakeholder engagement.  The Group has a range of options open to it and the feasibility, sequencing and timing of each element will be affected by a mixture of market, regulatory and other factors. We intend to update shareholders later in 2016 to provide greater clarity on our preferred route for the managed separation.  We expect that the managed separation will be materially completed by the end of 2018.

As set out in the Corporate Governance section of this Annual Report and Accounts, the Board has considered the financial impacts of the managed separation as part of the process of assessing the adequacy of the Group's capital and resources to support the desired outcome. This assessment has supported the continued adoption of the going concern assumption when preparing these financial statements and the Board's statement in relation to the Group's viability.

At the current time, given the precise means by which the managed separation of the Group will be effected is yet to be determined the financial impacts cannot be evaluated in these financial statements.

 

H: Discontinued operations and disposal groups held for sale

H1: Discontinued operations

Income statement from discontinued operations



£m


Year ended

31 December

 2015

 Year ended

31 December 2014

Loss before tax from discontinued operations - trading activities (expenses)

-

(35)

Loss on disposal

(21)

(19)

Loss before tax from discontinued operations

(21)

(54)

Income tax credit

-

4

Loss after tax from discontinued operations1

(21)

(50)

1        All of the loss after tax from discontinued operations is attributable to the equity holders of the parent.

The loss on disposal for the year ended 31 December 2015 and year ended 31 December 2014 related to the settlement of litigation arising on the disposal of US Life in 2011, following a court ruling in favour of the plaintiff on the main matter in dispute. These amounts were paid in cash during 2015.

The loss before tax from discontinued operations for the year ended 31 December 2014 related to the disposal of Nordic in 2012. The Group continued to incur costs directly related to the sale of these businesses relating to the transition of IT and other services back to the Group. Nordic previously provided these services to the wider Group.

H2: Assets and liabilities held for sale

Assets held for sale of £123 million relate to Emerging Markets (£84 million), Institutional Asset Management (£35 million) and Old Mutual Wealth (£4 million). Liabilities held for sale of £12 million relate to Institutional Asset Management.

Emerging Markets

Emerging Markets has classified £84 million (R1,923 million) of investment properties as held for sale. These transactions are expected to complete in the next 12 months. The investment properties form part of the policyholder assets and therefore have no impact on profit or loss of the Group.

Institutional Asset Management

On 8 February 2016, the Group announced that it has agreed to sell Rogge Global Partners PLC (Rogge) to Allianz Global Investors GmbH. The transaction is expected to complete in the second quarter of 2016. Due to the imminence of the disposal, total assets to the value of £35 million, (including £20 million cash and cash equivalents and £10 million other assets), and total liabilities to the value of £12 million, have been classified as held for sale at the reporting date. None of these amounts have been impaired in the financial statements.

Old Mutual Wealth

Old Mutual Wealth has classified property, plant and equipment of £4 million as held for sale.


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