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OLD MUTUAL PLC - Old Mutual plc Interim results for the half year ended 30 June 2016 - Part II

Release Date: 11/08/2016 08:01
Code(s): OML     PDF:  
Wrap Text
OLD MUTUAL PLC
ISIN CODE: GB00B77J0862
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML


Statement of directors' responsibilities in respect of the interim financial statements For the six months ended 30 June 2016 We confirm that to the best of our knowledge:
- The Group interim financial statements contained herein are presented in accordance with the requirements of IAS 34 'Interim Financial Reporting' as adopted by the EU.
- The interim management statement includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Bruce Hemphill Ingrid Johnson Group Chief Executive Group Finance Director 11 August 2016 11 August 2016 Independent review report to Old Mutual plc For the six months ended 30 June 2016 Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2016 which comprises the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the related explanatory notes, which include the reconciliation of adjusted operating profit to profit after tax.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ('the DTR') of the UK's Financial Conduct Authority ('the UK FCA'). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half- yearly financial report in accordance with the DTR of the UK FCA.
The annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU. Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2016 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA. Jonathan Holt (Senior Statutory Auditor) for and on behalf of KPMG LLP Chartered Accountants 15 Canada Square London E14 5GL 11 August 2016 Consolidated income statement For the six months ended 30 June 2016
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 Revenue Gross earned premiums B2 1,703 1,589 3,589 Outward reinsurance (178) (151) (335) Net earned premiums 1,525 1,438 3,254 Investment return (non-banking) 2,947 3,186 3,795 Banking interest and similar income 1,609 1,691 3,320 Banking trading, investment and similar income 100 110 213 Fee and commission income, and income from service activities 1,395 1,537 3,027 Other income 72 70 86 Total revenue 7,648 8,032 13,695 Expenses Claims and benefits (including change in insurance contract provisions) (1,960) (1,738) (3,450) Reinsurance recoveries 209 120 279 Net claims and benefits incurred (1,751) (1,618) (3,171) Change in investment contract liabilities (1,837) (2,035) (2,203) Credit impairment charges (116) (134) (307) Finance costs (38) (45) (49) Banking interest payable and similar expenses (924) (962) (1,924) Fee and commission expenses, and other acquisition costs (330) (459) (786) Change in third-party interest in consolidated funds (244) (207) (208) Other operating and administrative expenses (1,813) (1,928) (3,759) Total expenses (7,053) (7,388) (12,407) Share of associated undertakings' and joint ventures' (losses)/profit after tax (11) 37 67 Profit/(loss) on disposal of subsidiaries, associated undertakings and strategic investments C1(c) 24 2 (36) Profit before tax 608 683 1,319 Income tax expense D1 (183) (243) (374) Profit from continuing operations after tax 425 440 945 Discontinued operations Loss from discontinued operations after tax I1 - (21) (21) Profit after tax for the financial period 425 419 924 Attributable to Equity holders of the parent 284 260 614 Non-controlling interests Ordinary shares 133 149 291 Preferred securities 8 10 19 Profit after tax for the financial period 425 419 924 Earnings per ordinary share Basic earnings per share based on profit from continuing operations (pence) 5.7 5.9 13.2 Basic earnings per share based on profit from discontinued operations (pence) - (0.5) (0.5) Basic earnings per ordinary share (pence) C2(a) 5.7 5.4 12.7 Diluted basic earnings per share based on profit from continuing operations (pence) 5.6 5.4 12.6 Diluted basic earnings per share based on profit from discontinued operations (pence) - (0.4) (0.4) Diluted basic earnings per ordinary share (pence) C2(b) 5.6 5.0 12.2 Weighted average number of ordinary shares (millions) C2(a) 4,686 4,598 4,641 Consolidated statement of comprehensive income For the six months ended 30 June 2016
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Profit after tax for the financial period 425 419 924 Other comprehensive income for the financial period Items that will not be reclassified subsequently to profit or loss Fair value movements Property revaluation (1) (2) 18 Measurement movements on defined benefit plans 7 8 20 Income tax on items that will not be reclassified subsequently to profit or loss D1(c) 6 - (4) 12 6 34 Items that may be reclassified subsequently to profit or loss Fair value movements Net investment hedge (42) 6 13 Available-for-sale investments Fair value gains/(losses) 7 (9) (7) Recycled to profit or loss - - (5) Exchange difference recycled to profit or loss on disposal of business - (30) (71) Shadow accounting - - (10) Currency translation differences on translating foreign operations 962 (442) (1,106) Other movements (28) (13) (24) 899 (488) (1,210) Total other comprehensive income for the financial period 911 (482) (1,176) Total comprehensive income for the financial period 1,336 (63) (252) Attributable to Equity holders of the parent 933 (86) (232) Non-controlling interests Ordinary shares 395 13 (39) Preferred securities 8 10 19 Total comprehensive income for the financial period 1,336 (63) (252)
Reconciliation of adjusted operating profit to profit after tax For the six months ended 30 June 2016
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 Core operations Emerging Markets B3 260 333 615 Nedbank B3 345 404 754 Old Mutual Wealth B3 104 151 307 Institutional Asset Management B3 58 83 149 767 971 1,825 Old Mutual plc finance costs (45) (42) (83) Long-term investment return on excess assets 10 11 21 Corporate costs (30) (24) (57) Other net shareholder income/(expenses) 6 (12) (43) Adjusted operating profit before tax B3 708 904 1,663 Adjusting items C1(a) (117) (260) (344) Non-core operations B3 (9) 4 (31) Profit before tax (net of policyholder tax) 582 648 1,288 Income tax attributable to policyholder returns 26 35 31 Profit before tax 608 683 1,319 Total tax expense D1(a) (183) (243) (374) Profit from continuing operations after tax 425 440 945 Loss from discontinued operations after tax I1 - (21) (21) Profit after tax for the financial period 425 419 924
Adjusted operating profit after tax attributable to ordinary equity holders of the parent GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 Adjusted operating profit before tax B3 708 904 1,663 Tax on adjusted operating profit D1(d) (181) (235) (403) Adjusted operating profit after tax 527 669 1,260 Non-controlling interests ' ordinary shares (137) (157) (310) Non-controlling interests ' preferred securities (8) (10) (19) Adjusted operating profit after tax attributable to ordinary equity holders of the parent B3 382 502 931 Adjusted weighted average number of shares (millions) C2(a) 4,773 4,855 4,813 Adjusted operating earnings per share (pence) C2(c) 8.0 10.3 19.3 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 of adjusted operating profit to profit after tax 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.
Although execution of the Group's strategy of managed separation is expected to entail a number of costs that may be regarded as non-operating, or one-off in nature, all costs associated with the managed separation of the Group are recognised within both IFRS profit and AOP.
Adjusted operating earnings applied in the calculation of adjusted operating earnings per share is calculated based on AOP after tax 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 30 June 2016
GBPm At At At 30 June 30 June 31 December Notes 2016 2015 2015 Assets Goodwill and other intangible assets G1 3,342 3,344 3,276 Mandatory reserve deposits with central banks 866 808 716 Property, plant and equipment 794 726 700 Investment property 1,508 1,318 1,233 Deferred tax assets 311 247 284 Investments in associated undertakings and joint ventures 527 470 514 Deferred acquisition costs 729 804 784 Reinsurers' share of policyholder liabilities F2 3,058 2,394 2,661 Loans and advances F1 36,801 34,655 30,965 Investments and securities 88,996 87,033 82,601 Current tax receivable 136 95 88 Trade, other receivables and other assets 3,368 2,938 2,007 Derivative financial instruments 1,541 1,161 3,076 Cash and cash equivalents 3,978 5,034 4,520 Assets held for sale I2 6,098 1,114 123 Total assets 152,053 142,141 133,548 Liabilities Long-term business insurance policyholder liabilities F2 9,183 9,851 7,714 Investment contract liabilities F2 69,040 68,786 67,854 Property & casualty liabilities F2 425 394 341 Third-party interests in consolidated funds 6,585 5,678 4,661 Borrowed funds F3 4,231 3,566 3,524 Provisions and accruals 158 228 199 Deferred revenue 254 291 274 Deferred tax liabilities 408 476 417 Current tax payable 207 169 186 Trade, other payables and other liabilities 5,631 5,173 3,787 Amounts owed to bank depositors 38,607 36,000 32,328 Derivative financial instruments 1,584 1,161 3,317 Liabilities held for sale I2 5,853 833 12 Total liabilities 142,166 132,606 124,614 Net assets 9,887 9,535 8,934 Shareholders' equity Equity attributable to equity holders of the parent 7,258 7,188 6,680 Non-controlling interests Ordinary shares 2,316 2,075 1,982 Preferred securities 313 272 272 Total non-controlling interests 2,629 2,347 2,254 Total equity 9,887 9,535 8,934 Bruce Hemphill Ingrid Johnson
Group Chief Executive Group Finance Director 11 August 2016 11 August 2016 Consolidated statement of cash flows For the six months ended 30 June 2016
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Cash flows from operating activities Profit before tax 608 683 1,319 Non-cash movements in profit before tax 2,268 1,134 4,204 Net changes in working capital (327) 866 566 Taxation paid (234) (252) (399) Net cash inflow from operating activities 2,315 2,431 5,690 Cash flows from investing activities Net acquisitions of financial investments (3,019) (1,787) (4,868) Acquisition of investment properties (40) (37) (146) Dividends received from associated undertakings 9 3 7 Proceeds from disposal of investment properties 77 4 41 Acquisition of property, plant and equipment (52) (35) (151) Proceeds from disposal of property, plant and equipment 1 3 7 Acquisition of intangible assets (47) (40) (102) Acquisition of interests in subsidiaries, associated undertakings joint ventures and strategic investments (23) (625) (796) Disposal of a non-controlling interest in OM Asset Management plc - 163 163 Proceeds from the disposal of interests in subsidiaries, associated undertakings joint ventures and strategic investments 22 9 88 Net cash outflow from investing activities (3,072) (2,342) (5,757) Cash flows from financing activities Dividends paid to Ordinary equity holders of the Company (299) (296) (422) Non-controlling interests and preferred security interests (95) (108) (190) Interest paid (excluding banking interest paid) (35) (24) (51) Proceeds from issue of ordinary shares (including by subsidiaries to non-controlling interests) 1 2 2 Net acquisition of treasury shares (37) (12) (19) Sale of shares held by BEE trusts - 172 175 Proceeds from issue of subordinated and other debt 415 880 1,615 Subordinated and other debt repaid (27) (349) (827) Net cash (outflow)/inflow from financing activities (77) 265 283 Net increase in cash and cash equivalents (834) 354 216 Effects of exchange rate changes on cash and cash equivalents 439 (270) (746) Cash and cash equivalents at beginning of the period 5,256 5,786 5,786 Cash and cash equivalents at end of the period 4,861 5,870 5,256 Consisting of Cash and cash equivalents 3,978 5,034 4,520 Mandatory reserve deposits with central banks 866 808 716 Cash and cash equivalents included in assets held for sale 17 28 20 Total 4,861 5,870 5,256
Cash and cash equivalents in the cash flow statement above include mandatory reserve deposits, in line with market practice in South Africa. Except for mandatory reserve deposits with central banks of GBP866 million (June 2015: GBP808 million; December 2015: GBP716 million) and cash and cash equivalents subject to consolidation of funds of GBP1,144 million (June 2015: GBP1,373 million; December 2015: GBP1,643 million), 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. Consolidated statement of changes in equity For the six months ended 30 June 2016
Millions Number of shares Available- issued and Share Share Merger for-sale Six months ended 30 June 2016 Notes fully paid capital premium reserve reserve Shareholders' equity at beginning of the period 4,929 563 1,040 1,252 40 Total comprehensive income for the financial period Profit after tax for the financial period - - - - - 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)/gains(1) - - - - (2) Recycled to profit or loss - - - - - Currency translation differences on translating foreign operations(1) - - - - - Other movements - - - - - Total comprehensive income for the financial period - - - - (2) Transactions with the owners of the Company Contributions and distributions Dividends for the period C3 - - - - - Tax relief on dividends paid - - - - - Equity share-based payment transactions - - - - - OM Asset Management plc shares buyback - - - - - Additional tier 1 capital instruments issued(2) - - - - - Preferred securities repurchased - - - - - Other movements in share capital 1 - 1 - - Total contributions and distributions 1 - 1 - - Changes in ownership Change in participation in subsidiaries - - - - - Total changes in ownership - - - - - Total transactions with the owners of the Company 1 - 1 - - Shareholders' equity at end of the period 4,930 563 1,041 1,252 38
(1) Included in other reserves is a gain of GBP10 million relating to Economic Transactional Bank (ETI) available-for-sale reserve. Currency translation differences on translating foreign operations include GBP63 million relating to foreign exchange losses on translation of ETI. (2) Nedbank issued a new-style (Basel III-compliant) additional tier 1 capital instrument of GBP67 million (R1,524 million) in May 2016 at JIBAR + 7%. In line with regulations and subject to regulatory approval, these instruments are callable only at the option of the issuer on 21 May 2021 and any interest payment date thereafter.
GBPm Foreign Perpetual Total Property Share-based currency preferred Attributable to non- revaluation payments Other translation Retained callable equity holders controlling Total reserve reserve reserves(1) reserve(1) earnings securities of the parent interests equity 184 367 30 (2,243) 5,174 273 6,680 2,254 8,934 - - - - 268 16 284 141 425 (1) - - - - - (1) - (1) - - - - 6 - 6 1 7 - 4 - - - - 4 2 6 (1) 4 - - 6 - 9 3 12 - - - (42) - - (42) - (42) - - 10 - (4) - 4 3 7 - - - - - - - - - - - - 694 - - 694 268 962 (3) - (5) - (8) - (16) (12) (28) (4) 4 5 652 262 16 933 403 1,336 - - - - (299) (17) (316) (78) (394) - - - - - 1 1 - 1 - (6) - - 7 - 1 (5) (4) - - - - (8) - (8) (3) (11) - - - - - - - 67 67 - - - - - - - (26) (26) - - - - (37) - (36) - (36) - (6) - - (337) (16) (358) (45) (403) - - - - 3 - 3 17 20 - - - - 3 - 3 17 20 - (6) - - (334) (16) (355) (28) (383) 180 365 35 (1,591) 5,102 273 7,258 2,629 9,887 Consolidated statement of changes in equity For the six months ended 30 June 2016
Millions Number of shares issued and Share Share Merger Available-for- Six months ended 30 June 2015 Notes fully paid capital premium reserve sale reserve Shareholders' equity at beginning of the period 4,907 561 856 1,342 48 Total comprehensive income for the financial period Profit after tax for the financial period - - - - - 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 - - - - - Exchange differences recycled to profit or loss on disposal of business - - - - - Currency translation differences on translating foreign operations - - - - - Other movements - - - - - Total comprehensive income for the financial period - - - - - 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 - - 141 - - Merger reserve released - - - (68) - Other movements in share capital 2 - 2 - - Total contributions and distributions 2 - 143 (68) - Changes in ownership Shares issued for the acquisition of Quilter Cheviott 19 2 40 - - Share in movement in associate reserve - - - - - 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 19 2 40 - - Total transactions with owners of the Company 21 2 183 (68) - Shareholders' equity at end of the period 4,928 563 1,039 1,274 48
GBPm Foreign Perpetual Total Property Share-based currency preferred Attributable to non- revaluation payments Other translation Retained callable equity holders controlling Total reserve reserve reserves reserve earnings securities of the parent interests equity 178 337 37 (1,370) 4,891 526 7,406 2,139 9,545 - - - - 246 14 260 159 419 (2) - - - - - (2) - (2) - - - - 6 - 6 2 8 - - - - - - - - - (2) - - - 6 - 4 2 6 - - - 6 - - 6 - 6 - - (9) - 4 - (5) (4) (9) - - - (65) 35 - (30) - (30) - - - (306) - - (306) (136) (442) - - - - (15) - (15) 2 (13) (2) - (9) (365) 276 14 (86) 23 (63) - - - - (296) (17) (313) (91) (404) - - - - - 3 3 - 3 - (15) - - (3) - (18) (4) (22) - - - - 31 - 172 - 172 - - - - 68 - - - - - - - - (14) - (12) - (12) - (15) - - (214) (14) (168) (95) (263) - - - - (42) - - - - - - 10 - - - 10 - 10 - - - - 48 - 48 114 162 - - - - - - - 98 98 - - - - (22) - (22) 68 46 - - 10 - (16) - 36 280 316 - (15) 10 - (230) (14) (132) 185 53 176 322 38 (1,735) 4,937 526 7,188 2,347 9,535 Consolidated statement of changes in equity For the six months ended 30 June 2016
Millions Number of shares issued and Share Share Merger Available-for- Year ended 31 December 2015 Notes fully paid capital premium reserve 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 gains - - - - - Recycled to profit or loss - - - - (5) Exchange differences recycled to profit or loss on disposal of business - - - - - Shadow accounting - - - - - Currency translation differences on translating foreign operations - - - - - Other movements - - - - (3) 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 - - 141 - - Merger reserve released(1) - - - (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 Cheviott 19 2 40 - - Share in movement in associate reserve - - - - - 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 19 2 40 - - Total transactions with owners of the Company 22 2 184 (90) - Shareholders' equity at end of the year 4,929 563 1,040 1,252 40
GBPm Foreign Perpetual Total Property Share-based currency preferred Attributable to non- revaluation payments Other translation Retained callable equity holders controlling Total reserve reserve reserves reserve earnings securities of the parent interests 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 Notes to the consolidated financial statements For the six months ended 30 June 2016 A: Significant accounting policies A1: Basis of preparation
The Group interim financial statements contained herein are presented in accordance with the requirements of IAS 34 'Interim Financial Reporting' and are in compliance with IAS 34 as adopted by the EU. The Group's results for the six months ended 30 June 2016 and the financial position at that date have been prepared using accounting policies consistent with those applied in the preparation of the Group's 2015 Annual Report and Accounts. The results for the six months ended 30 June 2016 and the six months ended 30 June 2015, and the financial positions at these dates are unaudited. The results for the year ended 31 December 2015 and the financial position at this date are audited.
The Group interim financial statements have been prepared on the going concern basis, which the directors believe is appropriate. Part 2 - Financial Performance of the Interim Management Statement provides further details on the performance of the Group and the principal risks and uncertainties.
The comparative figures for the financial year ended 31 December 2015 represent the consolidated performance of the Group. They are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditors 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 period 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 the income statement.
The exchange rates used to translate the operating results, assets and liabilities of key foreign business segments to pounds sterling are:
Six months ended Six months ended Year ended 30 June 2016 30 June 2015 31 December 2015 Statement of Statement of Statement of Income financial Income financial Income financial statement position Statement position statement position (average rate) (closing rate) (average rate) (closing rate) (average rate) (closing rate) Rand 22.0983 19.4900 18.1583 19.1081 19.5223 22.8183 US dollars 1.4339 1.3268 1.5240 1.5725 1.5285 1.4734 Euro 1.2845 1.1982 1.3640 1.4099 1.3765 1.3560
New standards, interpretations and amendments adopted by the Group affecting the financial statements for the six months ended 30 June 2016
During the period, there were no new standards implemented that had a material effect on the financial statements of the Group.
A2: Significant corporate activity and business changes during the year Acquisitions completed during the period Acquisition of AAM Advisory (AAM)
On 16 March 2016, Old Mutual Wealth completed the acquisition of 100% of AAM, a Singapore based wealth advice company. The consideration payable was an initial SGD 14 million (GBP7 million) with additional potential deferred consideration of SGD 26 million (GBP13 million), which is subject to AAM meeting certain performance targets for the period from 2016 to 2018.
Goodwill of GBP3 million and other intangible assets of GBP3 million were recognised as a result of the transaction.
Purchase of remaining stake in Credit Guarantee Insurance Company (CGIC) On 1 March 2016 Emerging Markets acquired the remaining 13.9% of the shares in CGIC for R190 million (GBP10 million) taking its share to 100%. This transaction has resulted in a debit being directly recognised in reserves of R78 million (GBP4 million), which is the excess of the consideration paid and the proportionate share of the net assets of CGIC acquired.
Acquisitions and activities announced but not completed during the period Acquisition of Landmark Partners
On 14 June 2016, OM Asset Management plc (OMAM) announced that it signed a definitive agreement to acquire a 60% equity interest in Landmark Partners, a leading global secondary private equity, real estate and real asset investment firm for approximately $240 million in cash with the potential for an additional payment based on the growth of the business through to 2018. The transaction is subject to regulatory approvals and is expected to close in the third quarter of 2016. Amendment of the OMAM Seed Capital Agreement
On 13 June, 2016, OMAM and Old Mutual plc entered into a Heads of Agreement amending certain terms of the Seed Capital Agreement, dated 8 October 2014. The amendments will result in OMAM purchasing approximately $35 million of seed capital investments in the third quarter of 2016, as well as all remaining seed capital investments covered by the Seed Capital Agreement, up to an incremental $100 million, on or around 30 June 2017. All seed capital was originally expected to be transferred to OMAM's balance sheet on or around 15 January 2018.
Amendment of the OMAM Deferred Tax Asset Deed (DTA)
On 13 June 2016, OMAM and OM Group (UK) Limited (OMGUK) entered into a Heads of Agreement amending the DTA to provide that the obligations of OMAM to make future payments to OMGUK under the DTA, which were originally scheduled to continue until 31 January 2020, would be terminated as of 31 December 2016 in exchange for a payment of the net present value of the future payments due to OMGUK valued as of 31 December 2016. The valuation will be calculated using a discount rate of 8.5% and be paid by OMAM to OMGUK in three instalments on each of 30 June 2017, 31 December 2017 and 30 June 2018, such payments forward valued at a discount rate of 8.5%. OMAM's current estimate of total payments to be made during this period ranges from $135 million to $145 million. Payments under the DTA will continue as scheduled for the remainder of 2016. Disposals completed during the period Disposal of Rogge Global Partners Limited
On 31 May 2016, the Group completed the sale of its interest in Rogge Global Partners Limited (Rogge), a fixed income asset manager, to Allianz Global Investors GmbH. The sales proceeds received are subject to adjustment as amounts could either be clawed back or future amounts become payable based on Rogge's future performance. A profit on disposal of GBP12 million has been recognised, which reflects the directors' current assessment of the likely final amount recoverable.
Disposals announced but not completed during the period Disposal of Old Mutual Wealth Italy
On 9 August 2016, the Group announced that it has agreed to sell Old Mutual Wealth Italy, part of the Old Mutual Wealth business, to ERGO Italia, owned by Cinven. The consideration for the transaction is EUR278 million in cash, plus interest to completion. The transaction is subject to regulatory approval and is expected to complete within the next six months.
A goodwill impairment loss of GBP44 million has been recognised in profit or loss as the net asset value of the business disposed of exceed the expected net proceeds. The related assets and liabilities have been classified as held for sale. Refer to note I2 for more information. Financing activities during the period Nedbank
Nedbank issued and redeemed debt instruments in the normal course of its funding program. Refer to note F3 for further information. A3: Critical accounting estimates and judgements
In the preparation of these condensed financial statements, the Group is required to make estimates and judgements that affect items reported in the consolidated income statement, statement of financial position, and 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 and require assumptions and predictions of future events and actions. During the period, there have been no other significant changes to the areas of critical accounting estimates and judgements that the Group applied at 31 December 2015.
The key areas of the Group's business that typically require such estimates and the relevant accounting policies and notes are set out in the following notes of the 2015 Annual Report and Accounts:
Area Policy note More detail Loans and advances G1 G1 Insurance and investment contracts G6 G6 Goodwill and other intangible assets H1 H1 Consolidation I1 I3 Tax D1 D1/H7 B: Segment information B1: Basis of segmentation Segment presentation
There have been no changes to the presentation of segment information for the six months ended 30 June 2016.
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 six months ended 30 June 2016, following the repayment of the majority of outstanding notes, interest payable in respect of Bermuda loan notes issued to Old Mutual plc are also included within non-core operations and excluded from AOP on the basis that it is no longer material.
For the six months ended 30 June 2016, the Group did not have any discontinued operations. For the year ended 31 December 2015 and six months ended 30 June 2015, items disclosed as discontinued operations related to payments in respect of the disposal of US Life in 2011. Further detail is included in note I1.
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 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 the 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, 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. 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, reflects 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 operation Old Mutual Bermuda ' life assurance
B2: Gross earned premiums and deposits to investment contracts
GBPm Emerging Old Mutual Six months ended 30 June 2016 Markets Wealth Total Life assurance ' insurance contracts 595 70 665 Life assurance ' investment contracts with discretionary participation features 672 - 672 Property & casualty 366 - 366 Gross earned premiums 1,633 70 1,703
GBPm Emerging Old Mutual Six months ended 30 June 2015 Markets Wealth Total Life assurance ' insurance contracts 634 71 705 Life assurance ' investment contracts with discretionary participation features 540 - 540 Property & casualty 344 - 344 Gross earned premiums 1,518 71 1,589
GBPm Emerging Old Mutual Year ended 31 December 2015 Markets Wealth Total Life assurance ' insurance contracts 1,469 154 1,623 Life assurance ' investment contracts with discretionary participation features 1,221 - 1,221 Property & casualty 745 - 745 Gross earned premiums 3,435 154 3,589
B3: Adjusted operating profit statement - segment information for the six months ended 30 June 2016
Emerging Notes Markets Nedbank Revenue Gross earned premiums B2 1,633 - Outward reinsurance (136) - Net earned premiums 1,497 - Investment return (non-banking) 1,193 - Banking interest and similar income 108 1,501 Banking trading, investment and similar income 4 96 Fee and commission income, and income from service activities 261 410 Other income 52 12 Total revenue(2) 3,115 2,019 Expenses Claims and benefits (including change in insurance contract provisions) (1,819) - Reinsurance recoveries 95 - Net claims and benefits incurred (1,724) - Change in investment contract liabilities (386) - Credit impairment charges (16) (100) Finance costs (16) - Banking interest payable and similar expenses (29) (895) Fee and commission expenses, and other acquisition costs (136) (4) Change in third-party interest in consolidated funds - - Other operating and administrative expenses (533) (655) Income tax attributable to policyholder returns (19) - Total expenses (2,859) (1,654) Share of associated undertakings' and joint ventures' profit after tax 4 (20) Profit on disposal of subsidiaries, associated undertakings and strategic investments C1(c) - - Adjusted operating profit/(loss) before tax and non-controlling interests 260 345 Income tax expense D1 (73) (88) Non-controlling interests (6) (123) Adjusted operating profit/(loss) after tax and non-controlling interests 181 134 Adjusting items after tax and non-controlling interests C1(a) (22) 2 Profit/(loss) after tax from continuing operations 159 136 Loss from discontinued operations after tax I1 - - Profit/(loss) after tax attributable to equity holders of the parent 159 136
(1) Consolidation adjustments comprise the consolidation of investment funds and eliminations of inter-segment transactions. (2) Included within total revenue prior to consolidation adjustments are the following amounts derived from trading with other segments: Emerging Markets: GBP33 million (June 2015: GBP45 million; December 2015: GBP80 million); Nedbank: GBP4 million (June 2015: GBP5 million; December 2015: GBP3 million); Old Mutual Wealth: GBP1 million (June 2015: GBP1 million; December 2015: GBP3 million); Institutional Asset Management: GBP3 million (June 2015: GBP3 million; December 2015: GBP6 million); and non-core operation: GBP1 million (June 2015: GBP2 million; December 2015: GBP4 million). (3) Non-core operations for the six months ended 30 June 2016 comprises Old Mutual Bermuda. Old Mutual Bermuda's loss for the six months ended 30 June 2016 was GBP9 million, including interest payable in respect of Old Mutual Bermuda loan notes issued to Old Mutual plc of GBP1 million.
GBPm Institutional Adjusted Adjusting IFRS Old Mutual Asset Consolidation operating items Non-core Income Wealth Management Other adjustments(1) profit (note C1) operations(3) statement 70 - - - 1,703 - - 1,703 (42) - - - (178) - - (178) 28 - - - 1,525 - - 1,525 1,499 - 33 255 2,980 (28) (5) 2,947 - - - - 1,609 - - 1,609 - - - - 100 - - 100 526 222 - (15) 1,404 (9) - 1,395 7 1 - (1) 71 - 1 72 2,060 223 33 239 7,689 (37) (4) 7,648 (141) - - - (1,960) - - (1,960) 112 - - 2 209 - - 209 (29) - - 2 (1,751) - - (1,751) (1,451) - - - (1,837) - - (1,837) - - - - (116) - - (116) - (1) (44) - (61) 23 - (38) - - - - (924) - - (924) (185) (4) - (13) (342) 12 - (330) - - - (244) (244) - - (244) (284) (165) (48) 16 (1,669) (139) (5) (1,813) (7) - - - (26) 26 - - (1,956) (170) (92) (239) (6,970) (78) (5) (7,053) - 5 - - (11) - - (11) - - - - - 24 - 24 104 58 (59) - 708 (91) (9) 608 (16) (17) 13 - (181) (2) - (183) - (16) - - (145) 4 - (141) 88 25 (46) - 382 (89) (9) 284 (111) 14 28 - (89) 89 - - (23) 39 (18) - 293 - (9) 284 - - - - - - - - (23) 39 (18) - 293 - (9) 284
B3: Adjusted operating profit statement - segment information for the six months ended 30 June 2015
Emerging Notes Markets Nedbank Revenue Gross earned premiums B2 1,518 - Outward reinsurance (109) - Net earned premiums 1,409 - Investment return (non-banking) 1,534 - Banking interest and similar income 122 1,569 Banking trading, investment and similar income 5 105 Fee and commission income, and income from service activities 285 455 Other income 53 15 Total revenue 3,408 2,144 Expenses Claims and benefits (including change in insurance contract provisions) (1,688) - Reinsurance recoveries 82 - Net claims and benefits incurred (1,606) - Change in investment contract liabilities (668) - Credit impairment charges (7) (127) Finance costs (6) - Banking interest payable and similar expenses (55) (910) Fee and commission expenses, and other acquisition costs (162) (4) Change in third-party interest in consolidated funds - - Other operating and administrative expenses (565) (723) Income tax attributable to policyholder returns (16) - Total expenses (3,085) (1,764) Share of associated undertakings' and joint ventures' profit after tax 10 24 Loss on disposal of subsidiaries, associated undertakings and strategic investments C1(c) - - Adjusted operating profit/(loss) before tax and non-controlling interests 333 404 Income tax expense D1 (95) (100) Non-controlling interests (12) (143) Adjusted operating profit/(loss) after tax and non-controlling interests 226 161 Adjusting items after tax and non-controlling interests C1(a) (49) 6 Profit/(loss) after tax from continuing operations 177 167 Loss from discontinued operations after tax I1 - - Profit/(loss) after tax attributable to equity holders of the parent 177 167
(1) Non-core operations relate to Old Mutual Bermuda. Old Mutual Bermuda's profit after tax for the six months ended 30 June 2015 was GBP4 million. Non-core operations also include GBP21 million relating to the disposal of US Life in 2011. Further information on discontinued operations is provided in note I1.
GBPm Institutional Adjusted Adjusting IFRS Old Mutual Asset Consolidation operating items Non-core Income Wealth Management Other adjustments(1) profit (note C1) operations(2) statement 71 - - - 1,589 - - 1,589 (42) - - - (151) - - (151) 29 - - - 1,438 - - 1,438 1,408 - 4 264 3,210 (41) 17 3,186 - - - - 1,691 - - 1,691 - - - - 110 - - 110 570 260 - (20) 1,550 (13) - 1,537 10 7 - (19) 66 - 4 70 2,017 267 4 225 8,065 (54) 21 8,032 (41) - - - (1,729) - (9) (1,738) 38 - - - 120 - - 120 (3) - - - (1,609) - (9) (1,618) (1,367) - - - (2,035) - - (2,035) - - - - (134) - - (134) - (1) (42) - (49) 4 - (45) - - - - (965) 3 - (962) (287) (3) - (45) (501) 44 (2) (459) - - - (207) (207) - - (207) (190) (183) (29) 27 (1,663) (259) (6) (1,928) (19) - - - (35) 35 - - (1,866) (187) (71) (225) (7,198) (173) (17) (7,388) - 3 - - 37 - - 37 - - - - - 2 - 2 151 83 (67) - 904 (225) 4 683 (19) (25) 4 - (235) (8) - (243) - (12) - - (167) 8 - (159) 132 46 (63) - 502 (225) 4 281 (174) 2 (10) - (225) 225 - - (42) 48 (73) - 277 - 4 281 - - - - - - (21) (21) (42) 48 (73) - 277 - (17) 260
B3: Adjusted operating profit statement - segment information for the year ended 31 December 2015
Emerging Notes 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 #N/A 14 45 Loss 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 I1 - - Profit/(loss) after tax attributable to equity holders of the parent 362 309
(1) Non-core operations relate to Old Mutual Bermuda. Old Mutual Bermuda's loss after tax for the year ended 31 December 2015 was GBP31 million. Non-core operations also include GBP21 million relating to the disposal of US Life in 2011. Further information on discontinued operations is provided in note I1.
GBPm Institutional Adjusted Adjusting Discontinued IFRS Old Mutual Asset Consolidation operating items and non-core Income Wealth Management Other adjustments(1) profit (note C1) operations(2) 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
B4: Statement of financial position ' segment information at 30 June 2016
Emerging Notes Markets(1) Nedbank Assets Goodwill and other intangible assets G1 468 466 Mandatory reserve deposits with central banks 6 860 Property, plant and equipment 292 457 Investment property 1,506 2 Deferred tax assets 38 17 Investments in associated undertakings and joint ventures 77 409 Deferred acquisition costs 101 - Reinsurers' share of policyholder liabilities F2 189 6 Loans and advances F1 1,029 35,574 Investments and securities 29,870 7,557 Current tax receivable 34 64 Trade, other receivables and other assets 873 717 Derivative financial instruments 211 1,017 Cash and cash equivalents 1,275 1,141 Assets held for sale I2 17 - Inter-segment funding - assets - - Total assets 35,986 48,287 Liabilities Long-term business insurance policyholder liabilities F2 8,610 182 Investment contract liabilities F2 20,397 679 Property & casualty liabilities F2 425 - Third-party interests in consolidated funds - - Borrowed funds F3 505 2,658 Provisions and accruals 112 - Deferred revenue 22 - Deferred tax liabilities 174 77 Current tax payable 88 19 Trade, other payables and other liabilities 2,505 1,471 Amounts owed to bank depositors 550 38,057 Derivative financial instruments 263 1,005 Liabilities held for sale I2 - - Inter-segment funding - liabilities - - Total liabilities 33,651 44,148 Net assets(1) 2,335 4,139 Equity Equity attributable to equity holders of the parent 2,119 2,095 Non-controlling interests 216 2,044 Ordinary shares 216 1,731 Preferred securities - 313 Total equity 2,335 4,139
(1) The net assets of Emerging Markets exclude GBP199 million (June 2015: GBP234 million; December 2015: GBP167 million) of investments held by policyholder funds in Group equity and debt instruments. These investments are in the Company's ordinary shares and in the subordinated liabilities and preferred securities issued by Nedbank. (2) Consolidation adjustments comprise the consolidation of investment funds and eliminations of inter-segment balances.
GBPm Institutional Old Mutual Asset Non-core Consolidation Wealth Management Other operation adjustments(2) Total 1,450 958 - - - 3,342 - - - - - 866 21 24 - - - 794 - - - - - 1,508 10 245 - 1 - 311 1 30 10 - - 527 599 29 - - - 729 2,863 - - - - 3,058 198 - - - - 36,801 45,286 95 454 - 5,734 88,996 38 - - - - 136 1,382 124 116 8 148 3,368 - - 55 19 239 1,541 761 49 351 80 321 3,978 6,081 - - - - 6,098 - - 903 90 (993) - 58,690 1,554 1,889 198 5,449 152,053 391 - - - - 9,183 47,867 - - 97 - 69,040 - - - - - 425 - - - - 6,585 6,585 - 38 1,103 - (73) 4,231 36 3 7 - - 158 232 - - - - 254 139 1 17 - - 408 - 80 20 - - 207 1,431 277 271 4 (328) 5,631 - - - - - 38,607 - 25 31 2 258 1,584 5,853 - - - - 5,853 790 97 106 - (993) - 56,739 521 1,555 103 5,449 142,166 1,951 1,033 334 95 - 9,887 1,951 664 334 95 - 7,258 - 369 - - - 2,629 - 369 - - - 2,316 - - - - - 313 1,951 1,033 334 95 - 9,887
B4: Statement of financial position ' segment information at 30 June 2015
Emerging Notes Markets Nedbank Assets Goodwill and other intangible assets 408 437 Mandatory reserve deposits with central banks 4 804 Property, plant and equipment 294 394 Investment property 1,302 16 Deferred tax assets 56 16 Investments in associated undertakings and joint ventures 64 373 Deferred acquisition costs 99 - Reinsurers' share of policyholder liabilities F2 163 5 Loans and advances F1 909 33,572 Investments and securities 28,563 6,447 Current tax receivable 16 24 Trade, other receivables and other assets 754 676 Derivative financial instruments 264 771 Cash and cash equivalents 1,417 1,660 Assets held for sale 212 - Inter-segment funding - assets - - Total assets 34,525 45,195 Liabilities Long-term business insurance policyholder liabilities F2 8,746 211 Investment contract liabilities F2 19,159 638 Property & casualty liabilities F2 394 - Third-party interests in consolidated funds - - Borrowed funds F3 489 2,368 Provisions and accruals 167 1 Deferred revenue 19 1 Deferred tax liabilities 204 33 Current tax payable 91 13 Trade, other payables and other liabilities 2,377 1,789 Amounts owed to bank depositors 429 35,571 Derivative financial instruments 375 786 Liabilities held for sale I2 - - Inter-segment funding - liabilities - - Total liabilities 32,450 41,411 Net assets 2,075 3,784 Equity Equity attributable to equity holders of the parent 1,866 1,942 Non-controlling interests 209 1,842 Ordinary shares 209 1,570 Preferred securities - 272 Total equity 2,075 3,784
GBPm Institutional Old Mutual Asset Non-core Consolidation Wealth Management Other operation adjustments Total 1,668 831 - - - 3,344 - - - - - 808 20 18 - - - 726 - - - - - 1,318 7 167 - 1 - 247 - 23 10 - - 470 686 19 - - - 804 2,226 - - - - 2,394 174 - - - - 34,655 47,176 45 397 293 4,112 87,033 55 - - - - 95 710 117 107 442 132 2,938 - - 67 18 41 1,161 751 129 401 21 655 5,034 902 - - - - 1,114 64 - 865 - (929) - 54,439 1,349 1,847 775 4,011 142,141 258 - - 636 - 9,851 48,953 - - 36 - 68,786 - - - - - 394 - - - - 5,678 5,678 - 92 680 - (63) 3,566 35 2 23 - - 228 271 - - - - 291 221 - 18 - - 476 23 12 30 - - 169 1,154 370 148 10 (675) 5,173 - - - - - 36,000 - - - - - 1,161 833 - - - - 833 763 - 166 - (929) - 52,511 476 1,065 682 4,011 132,606 1,928 873 782 93 - 9,535 1,928 577 782 93 - 7,188 - 296 - - - 2,347 - 296 - - - 2,075 - - - - - 272 1,928 873 782 93 - 9,535
B4: Statement of financial position ' segment information at 31 December 2015
Emerging Notes Markets Nedbank Assets Goodwill and other intangible assets G1 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 F2 150 4 Loans and advances F1 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 84 - Inter-segment funding - assets - - Total assets 30,497 40,436 Liabilities Long-term business insurance policyholder liabilities F2 7,262 159 Investment contract liabilities F2 16,943 482 Property & casualty liabilities F2 341 - Third-party interests in consolidated funds - - Borrowed funds F3 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 I2 - - Inter-segment funding - liabilities - - Total liabilities 28,496 36,995 Net assets 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 196 1,459 Preferred securities - 272 Total equity 2,001 3,441
GBPm Institutional Old Mutual Asset Non-core Consolidation Wealth Management Other operations adjustments 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 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.
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 (Expense)/income Goodwill impairment and impact of acquisition accounting C1(b) (90) (171) (167) Net profit/(loss) on disposal of subsidiaries, associated undertakings and strategic investments C1(c) 24 2 (36) Short-term fluctuations in investment return C1(d) (23) (15) (42) Investment return adjustment for Group equity and debt instruments held in life funds C1(e) (5) (26) (31) Dividends declared to holders of perpetual preferred callable securities C1(f) 9 15 31 Institutional Asset Management equity plans C1(g) 2 (6) (9) Credit-related fair value gains/(losses) on Group debt instruments C1(h) 14 (19) 7 Old Mutual Wealth business transformation costs C1(i) (48) (40) (97) Total adjusting items (117) (260) (344) Tax on adjusting items D1(d) 24 27 60 Non-controlling interest on adjusting items 4 8 19 Total adjusting items after tax and non-controlling interests (89) (225) (265)
(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, 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 intangible assets 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:
GBPm Institutional Emerging Old Mutual Asset Six months ended 30 June 2016 Markets Wealth Management Total Impairment of goodwill and other intangible assets - (44) - (44) Amortisation of acquired PVIF (2) (19) - (21) Amortisation of acquired deferred costs and revenue - 3 - 3 Amortisation of other acquired intangible assets (3) (20) - (23) Acquisition costs - (7) - (7) Deferred consideration and other acquisition date provisions 2 - - 2 (3) (87) - (90)
GBPm Institutional Emerging Old Mutual Asset Six months ended 30 June 2015 Markets Wealth Management Total Impairment of goodwill and other intangible assets - (94) - (94) Amortisation of acquired PVIF (5) (27) - (32) Amortisation of acquired deferred costs and revenue - 7 - 7 Amortisation of other acquired intangible assets (7) (26) - (33) Acquisition costs (3) (9) - (12) Deferred consideration - (7) - (7) (15) (156) - (171)
GBPm Institutional Emerging Old Mutual Asset Year ended 31 December 2015 Markets Wealth 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)
(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:
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Emerging Markets - - 15 Old Mutual Wealth - 1 (52) Institutional Asset Management 14 1 1 Old Mutual plc 10 - - Net profit/(loss) on disposal of subsidiaries, associated undertakings and strategic investments 24 2 (36) Emerging Markets Prior period transaction
On 10 December 2015, Old Mutual Investment Group, a subsidiary of the Group, acquired an additional 50% stake in African Infrastructure Investment Managers (Pty) Limited (AIIM). 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. The profit of GBP15 million realised in the financial year ended 31 December 2015 represents the difference between the fair value of the initial 50% and the carrying amount of the investment in AIIM at 10 December 2015. Old Mutual Wealth Prior period transactions
On 2 February 2015, the Group completed the sale of Skandia Luxembourg and Skandia France. For the year ended 31 December 2015, the Group recognised a loss on disposal of GBP1 million (six months ended 30 June 2015: profit of GBP1 million), which comprised a loss on disposing the net assets of the sold business of GBP31 million (six months ended 30 June 2015: loss of GBP29 million) and, for both the year ended 31 December 2015 and the six months ended 30 June 2015, a gain of GBP30 million relating to amounts recycled from foreign currency translation reserve.
On 30 September 2015, the Group completed the sale of its Switzerland business, Skandia Leben AG. The Group recognised a loss on disposal of GBP51 million, which comprised a loss on disposing the net assets of the sold business of GBP91 million and a gain of GBP40 million relating to amounts recycled from the foreign currency translation reserve. Institutional Asset Management Current period transaction
On 31 May 2016, the Group completed the sale of its interest in Rogge Global Partners Limited (Rogge), a fixed income asset manager, to Allianz Global Investors GmbH. The sales proceeds received are subject to adjustment as amounts could either be clawed back or future amounts become payable based on Rogge's future performance. A profit on disposal of GBP12 million has been recognised in the current period reflecting the director's current assessment of the likely final amount recoverable. Current period and prior transactions
The Group received additional income of GBP2 million (six months ended 30 June 2015: GBP1 million; year ended 31 December 2015: GBP1 million) relating to deferred consideration linked to earnout conditions in respect of Institutional Asset Management affiliates disposed in prior years. Old Mutual plc Current period transactions
During the period, Old Mutual plc received GBP10 million from Skandia Liv in respect of various matters relating to the completion of the separation of the Skandia Nordic business from the Group. (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. The Board's 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.
% Six months Six months ended ended Year ended 30 June 30 June 31 December Long-term investment rates 2016 2015 2015 Emerging Markets Mutual & Federal(1) 7.4 7.4 7.4 Old Mutual South Africa 8.0 8.0 8.0 Rest of Africa 8.5 8.5 8.5 Old Mutual Wealth 1.0 1.0 1.0
(1) The long-term investment rate for Mutual & Federal relates solely to its South African business.
Analysis of short-term fluctuations in investment return GBPm Emerging Old Mutual Six months ended 30 June 2016 Markets Wealth Other Total Actual shareholder investment return 34 10 5 49 Less: Long-term investment return 59 3 10 72 Short-term fluctuations in investment return (25) 7 (5) (23) GBPm Emerging Old Mutual Six months ended 30 June 2015 Markets Wealth Other Total Actual shareholder investment return 57 (2) 8 63 Less: Long-term investment return 64 3 11 78 Short-term fluctuations in investment return (7) (5) (3) (15) GBPm Emerging Old Mutual Year ended 31 December 2015 Markets 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)
(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, but are included in AOP. This ensures consistency of treatment with the measures in the related policyholder liability. During the six months ended 30 June 2016, the investment return adjustment increased AOP by GBP5 million (six months ended 30 June 2015: GBP26 million; year ended 31 December 2015: GBP31 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 GBP9 million for the six months ended 30 June 2016 (six months ended 30 June 2015: GBP15 million; year ended 31 December 2015: GBP31 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 in accordance with IFRS, is excluded from AOP. At 30 June 2016, these instruments were revalued, the impact of which was a gain of GBP2 million (six months ended 30 June 2015: loss of GBP6 million; year ended 31 December 2015: loss of GBP9 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 six months ended 30 June 2016, due to widening of credit spreads, a net gain of GBP14 million was recognised (six months ended 30 June 2015: net loss of GBP19 million; year ended 31 December 2015: net gain of GBP7 million). (i) Old Mutual Wealth restructuring expenditure
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 six months ended 30 June 2016, these costs totalled GBP48 million (six months ended 30 June 2015: GBP40 million; year ended 31 December 2015: GBP97 million). C2: Earnings and earnings per share
Pence Six months Six months Year ended ended ended 30 June 30 June 31 December Source of guidance Notes 2016 2015 2015 Basic earnings per share IFRS C2(a) 5.7 5.4 12.7 Diluted basic earnings per share IFRS C2(b) 5.6 5.0 12.2 Adjusted operating earnings per share Group policy C2(c) 8.0 10.3 19.3 Headline earnings per share (Gross of tax) JSE Listing Requirements C2(d) 6.1 7.4 13.9 Headline earnings per share (Net of tax) JSE Listing Requirements C2(d) 6.2 7.4 13.9 Diluted headline earnings per share (Gross of tax) JSE Listing Requirements C2(d) 6.0 6.9 13.3 Diluted headline earnings per share (Net of tax) JSE Listing Requirements C2(d) 6.0 6.9 13.3 (a) Basic earnings per share
Basic earnings per share is calculated by dividing the profit for the financial period attributable to ordinary equity shareholders of the parent 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:
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Profit for the financial period attributable to equity holders of the parent from continuing operations 284 281 635 Loss for the financial period attributable to equity holders of the parent from discontinued operations - (21) (21) Profit for the financial period attributable to equity holders of the parent 284 260 614 Dividends paid to holders of perpetual preferred callable securities, net of tax credits (16) (14) (24) Profit attributable to ordinary equity holders 268 246 590
Total dividends paid to holders of perpetual preferred callable securities of GBP16 million for the six months ended 30 June 2016 (six months ended 30 June 2015: GBP14 million; year ended 31 December 2015: GBP24 million) are stated net of tax credits of GBP1 million (six months ended 30 June 2015: GBP3 million; year ended 31 December 2015: GBP6 million).
The table below summarises the calculation of the weighted average number of ordinary shares for the purposes of calculating basic earnings per share:
Millions Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Weighted average number of ordinary shares in issue 4,929 4,920 4,924 Shares held in charitable foundations and trusts (21) (6) (13) Shares held in ESOP and similar trusts (135) (59) (98) Adjusted weighted average number of ordinary shares 4,773 4,855 4,813 Shares held in life funds (80) (80) (81) Shares held in Black Economic Empowerment trusts (7) (177) (91) Weighted average number of ordinary shares used to calculate basic earnings per share 4,686 4,598 4,641 Basic earnings per ordinary share (pence) 5.7 5.4 12.7 (b) Diluted basic earnings per share
Diluted basic EPS recognises the dilutive impact of shares and options held in ESOP and similar 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 period.
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:
Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 Profit attributable to ordinary equity holders (GBPm) 268 246 590 Dilution effect on profit relating to share options issued by subsidiaries (GBPm) (2) (5) (7) Diluted profit attributable to ordinary equity holders (GBPm) 266 241 583 Weighted average number of ordinary shares (millions) C2(a) 4,686 4,598 4,641 Adjustments for share options held by ESOP and similar trusts (millions) 68 36 47 Adjustments for shares held in Black Economic Empowerment trusts (millions) 7 177 91 Weighted average number of ordinary shares used to calculate diluted basic earnings per share (millions) 4,761 4,811 4,779 Diluted basic earnings per ordinary share (pence) 5.6 5.0 12.2 (c) Adjusted operating earnings per share
The following table presents a reconciliation of profit for the financial period to adjusted operating profit after tax attributable to ordinary equity holders and summarises the calculation of adjusted operating earnings per share:
Six months Six months Year ended ended ended 30 June 30 June 31 December Notes 2016 2015 2015 Profit for the financial period attributable to equity holders of the parent 284 260 614 Adjusting items C1(a) 117 260 344 Tax on adjusting items (24) (27) (60) Non-core operations B3 9 (4) 31 Loss from discontinued operations I1 - 21 21 Non-controlling interest on adjusting items (4) (8) (19) Adjusted operating profit after tax attributable to ordinary equity holders (GBPm) 382 502 931 Adjusted weighted average number of ordinary shares used to calculate adjusted operating earnings per share (millions) C2(a) 4,773 4,855 4,813 Adjusted operating earnings per share (pence) 8.0 10.3 19.3 (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:
Six months ended Six months ended Year ended 30 June 2016 30 June 2015 31 December 2015 Notes Gross Net Gross Net Gross Net Profit for the financial period attributable to equity holders of the parent 284 284 260 260 614 614 Dividends paid to holders of perpetual preferred callable securities (16) (16) (14) (14) (24) (24) Profit attributable to ordinary equity holders 268 268 246 246 590 590 Adjustments: Impairments of goodwill and other intangible assets 44 44 94 94 23 23 Loss on disposal of subsidiaries, associated undertakings and strategic investments (24) (23) (2) (2) 36 35 Realised gains (net of impairments) on available-for-sale financial assets - - - - (5) (5) Headline earnings 288 289 338 338 644 643 Dilution effect on earnings relating to share options issued by subsidiaries (2) (2) (5) (5) (7) (7) Diluted headline earnings (GBPm) 286 287 333 333 637 636 Weighted average number of ordinary shares (millions) C2(a) 4,686 4,686 4,598 4,598 4,641 4,641 Diluted weighted average number of ordinary shares (millions) C2(b) 4,761 4,761 4,811 4,811 4,779 4,779 Headline earnings per share (pence) 6.1 6.2 7.4 7.4 13.9 13.9 Diluted headline earnings per share (pence) 6.0 6.0 6.9 6.9 13.3 13.3 C3: Dividends
GBPm Ordinary Six months Six months Year dividend ended ended ended payment 30 June 30 June 31 December date 2016 2015 2015 2014 Final dividend paid ' 6.25p per 11 3/7p ordinary share 29 May 2015 - 296 296 2015 Interim dividend paid ' 2.65p per 11 3/7p ordinary share 30 October 2015 - - 126 2015 Second interim dividend paid ' 6.25p per 11 3/7p ordinary share 26 April 2016 299 - - Dividends to ordinary equity holders 299 296 422 Dividends paid to holders of perpetual preferred callable securities 17 17 30 Dividend payments for the period 316 313 452
Final and interim dividends paid to ordinary equity holders are calculated using the number of shares in issue at the record date less own shares held in ESOP and similar 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.
An interim dividend of 2.67 pence (or its equivalent in other applicable currencies) per ordinary share in the Company has been recommended by the directors in relation to the six months ended 30 June 2016. The interim dividend will be paid on 28 October 2016 to shareholders on the registers at the close of business on 23 September 2016. The Company is not offering a scrip dividend alternative.
In March 2016, GBP17 million was declared and paid to holders of perpetual preferred callable securities (March 2015: GBP17 million; November 2015: GBP13 million). D: Other income statement notes D1: Income tax expense (a) Analysis of total income tax expense
The total income tax expense for the year comprises:
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Current tax United Kingdom 11 24 33 Overseas tax - South Africa 182 155 272 - Rest of Africa 4 11 19 - Europe 6 9 17 - Rest of the world 14 18 16 Withholding taxes 4 6 11 Adjustments to current tax in respect of prior years 1 (1) (1) Total current tax 222 222 367 Deferred tax Origination and reversal of temporary differences (39) 21 23 Effect on deferred tax of changes in tax rates (1) - (8) Adjustments to deferred tax in respect of prior years 1 - (8) Total deferred tax (39) 21 7 Total income tax expense 183 243 374 (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:
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Profit before tax 608 683 1,319 Tax at UK standard rate of 20% (2015: 20.25%) 122 138 267 Different tax rate or basis on overseas operations 54 60 118 Untaxed and low taxed income (57) (35) (82) Disallowable expenses 35 47 46 Adjustments to current tax in respect of prior years 1 - (1) Net movement on deferred tax assets not recognised 7 3 7 Effect on deferred tax of changes in tax rates (1) - (8) Adjustments to deferred tax in respect of prior years 1 - (8) Withholding taxes - 2 5 Income tax attributable to policyholder returns 21 28 25 Other - - 5 Total income tax expense 183 243 374
(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 of the following:
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Measurement gains on defined benefit plans - - 1 Property revaluation - - 3 Share-based-payments (6) - - Income tax on items that will not be reclassified subsequently to profit or loss (6) - 4 Income tax expense relating to components of other comprehensive income (6) - 4
(d) Reconciliation of income tax expense in the IFRS income statement to income tax on adjusted operating profit
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Income tax expense 183 243 374 Tax on adjusting items Goodwill impairment and impact of acquisition accounting 7 17 20 (Loss)/profit on disposal of subsidiaries, associates and strategic investments (1) - 1 Short-term fluctuations in investment return 11 (2) 22 Tax on dividends declared to holders of perpetual preferred callable securities recognised in equity (1) (3) (6) Institutional Asset Management equity plans (1) 7 5 Old Mutual Wealth business transformation costs 9 8 18 Total tax on adjusting items 24 27 60 Income tax attributable to policyholders returns (26) (35) (31) Income tax on adjusted operating profit 181 235 403 E: Financial assets and liabilities E1: Categories of financial instruments
The analysis of assets and liabilities into their categories as defined in IAS 39 'Financial Instruments: Recognition and Measurement' is set out in the following table. Assets and liabilities of a non-financial nature, or financial assets and liabilities that are specifically excluded from the scope of IAS 39, are reflected in the non-financial assets and liabilities category.
All gains and losses on measuring the financial assets and liabilities at each reporting date are included in the determination of profit or loss for the year, with the exception of unrealised gains or losses on financial assets classified as available for sale, which are recognised in other comprehensive income.
At 30 June 2016 GBPm Measurement basis Fair value (note E3) Amortised cost Non- Available- Financial financial for-sale Held-to- liabilities assets Held-for- financial maturity Loans and amortised and Total trading Designated assets investments receivables cost liabilities Assets Mandatory reserve deposits with central banks 866 - - - - 866 - - Investments in associated undertakings and joint ventures(1) 527 - 74 - - - - 453 Reinsurers' share of policyholder liabilities 3,058 - 2,596 - - 6 - 456 Loans and advances 36,801 1,784 3,482 2 - 31,533 - - Investments and securities 88,996 1,241 84,085 791 2,879 - - - Trade, other receivables and other assets 3,368 282 - - - 1,701 - 1,385 Derivative financial instruments 1,541 1,541 - - - - - - Cash and cash equivalents 3,978 - - - - 3,978 - - Total assets that include financial instruments 139,135 4,848 90,237 793 2,879 38,084 - 2,294 Total other non-financial assets 12,918 - - - - - - 12,918 Total assets 152,053 4,848 90,237 793 2,879 38,084 - 15,212 Liabilities Long-term business insurance policyholder liabilities 9,183 - - - - - - 9,183 Investment contract liabilities 69,040 - 60,364 - - - - 8,676 Third-party interest in consolidation of funds 6,585 - 6,585 - - - - - Borrowed funds 4,231 - 868 - - - 3,363 - Trade, other payables and other liabilities 5,631 823 667 - - - 2,237 1,904 Amounts owed to bank depositors 38,607 5,385 3,300 - - - 29,922 - Derivative financial instruments 1,584 1,584 - - - - - - Total liabilities that include financial instruments 134,861 7,792 71,784 - - - 35,522 19,763 Total other non-financial liabilities 7,305 - - - - - - 7,305 Total liabilities 142,166 7,792 71,784 - - - 35,522 27,068
(1) Investments in associated undertakings and joint ventures classified as non-financial assets and liabilities are equity accounted.
At 30 June 2015 GBPm Measurement basis Fair value (note E3) Amortised cost Available- Financial Non- for-sale Held-to- liabilities financial Held-for- financial maturity Loans and amortised assets and Total trading Designated assets investments receivables cost liabilities Assets Mandatory reserve deposits with central banks 808 - - - - 808 - - Investments in associated undertakings and joint ventures(1) 470 - 54 - - - - 416 Reinsurers' share of policyholder liabilities 2,394 - 2,082 - - 5 - 307 Loans and advances 34,655 2,017 3,425 2 - 29,211 - - Investments and securities 87,033 953 82,866 647 2,512 55 - - Trade, other receivables and other assets 2,938 71 288 - - 1,565 - 1,014 Derivative financial instruments 1,161 1,161 - - - - - - Cash and cash equivalents 5,034 - - - - 5,034 - - Total assets that include financial instruments 134,493 4,202 88,715 649 2,512 36,678 - 1,737 Total other non-financial assets 7,648 - - - - - - 7,648 Total assets 142,141 4,202 88,715 649 2,512 36,678 - 9,385 Liabilities Long-term business insurance policyholder liabilities 9,851 - - - - - - 9,851 Investment contract liabilities 68,786 - 60,905 - - - - 7,881 Third-party interest in consolidation of funds 5,678 - 5,678 - - - - - Borrowed funds 3,566 - 802 - - - 2,764 - Trade, other payables and other liabilities 5,173 704 430 - - - 2,395 1,644 Amounts owed to bank depositors 36,000 4,565 2,585 - - - 28,850 - Derivative financial instruments 1,161 1,161 - - - - - - Total liabilities that include financial instruments 130,215 6,430 70,400 - - - 34,009 19,376 Total other non-financial liabilities 2,391 - - - - - - 2,391 Total liabilities 132,606 6,430 70,400 - - - 34,009 21,767
(1) Investments in associated undertakings and joint ventures classified as non-financial assets and liabilities are equity accounted.
At 31 December 2015 GBPm Measurement basis Fair value (note E3) Amortised cost Available- Financial Non- for-sale Held-to- liabilities financial Held-for- financial maturity Loans and amortised assets and Total trading Designated assets investments receivables cost liabilities Assets Mandatory reserve deposits with central banks 716 - - - - 716 - - Investments in associated undertakings and joint ventures(1) 514 - 51 - - - - 463 Reinsurers' share of policyholder liabilities 2,661 - 2,328 - - 4 - 329 Loans and advances 30,965 1,491 3,035 2 - 26,437 - - Investments and securities 82,601 883 78,723 731 2,264 - - - Trade, other receivables and other assets 2,007 182 - - - 1,179 - 646 Derivative financial instruments 3,076 3,076 - - - - - - Cash and cash equivalents 4,520 - - - - 4,520 - - Total assets that include financial instruments 127,060 5,632 84,137 733 2,264 32,856 - 1,438 Total other non-financial assets 6,488 - - - - - - 6,488 Total assets 133,548 5,632 84,137 733 2,264 32,856 - 7,926 Liabilities Long-term business policyholder liabilities 7,714 - - - - - - 7,714 Investment contract liabilities 67,854 - 60,769 - - - - 7,085 Third-party interest in consolidation of funds 4,661 - 4,661 - - - - - Borrowed funds 3,524 - 804 - - - 2,720 - Trade, other payables and other liabilities 3,787 547 383 - - - 1,547 1,310 Amounts owed to bank depositors 32,328 4,580 2,885 - - - 24,863 - Derivative financial instruments 3,317 3,317 - - - - - - Total liabilities that include financial instruments 123,185 8,444 69,502 - - - 29,130 16,109 Total other non-financial liabilities 1,429 - - - - - - 1,429 Total liabilities 124,614 8,444 69,502 - - - 29,130 17,538
(1) Investments in associated undertakings and joint ventures classified as non-financial assets and liabilities are equity accounted.
E2: Fair values of financial assets and liabilities (a) Determination of fair value
The best evidence of fair value is a quoted price in an active market. In the event that the market for a financial asset or liability is not active, or quoted prices cannot be obtained without undue effort, another valuation technique is used.
In general, the following inputs are taken into account when evaluating the fair value of financial instruments:
- Assessing whether instruments are trading with sufficient frequency and volume, that they can be considered liquid - The inclusion of a measure of the counterparties' non-performance risk in the fair-value measurement of loans and advances, which involves the modelling of dynamic credit spreads - The inclusion of credit valuation adjustment (CVA) and debit valuation adjustment (DVA) in the fair-value measurement of derivative instruments, and - The inclusion of own credit risk in the calculation of the fair value of financial liabilities.
There have been no significant changes in the valuation techniques applied when valuing financial instruments. The general principles applied to those instruments measured at fair value are outlined below: Reinsurers' share of policyholder liabilities
Reinsurers' share of policyholder liabilities are measured on a basis that is consistent with the measurement of the provisions held in respect of the related insurance contracts. Loans and advances
Loans and advances include mortgage loans, other asset-based loans, including collateralised debt obligations, and other secured and unsecured loans.
In the absence of an observable market for these instruments, the fair value is determined by using internally developed models that are specific to the instrument and that incorporate all available observable inputs. These models involve discounting the contractual cash flows by using a credit- adjusted zero-coupon rate. Investments and securities
Investments and securities include government and government-guaranteed securities, listed and unlisted debt securities, preference shares and debentures, listed and unlisted equity securities, listed and unlisted pooled investments (see below), short-term funds and securities treated as investments and certain other securities.
Pooled investments represent the Group's holdings of shares/units in open-ended investment companies, unit trusts, mutual funds and similar investment vehicles. Pooled investments are recognised at fair value. The fair values of pooled investments are based on widely published prices that are regularly updated or models based on the market prices of investments held in the underlying pooled investment funds.
Other investment and securities that are measured at fair value are measured at observable market prices where available. In the absence of observable market prices, these investments and securities are fair valued utilising one or more of the following techniques: discounted cash flows, the application of an EBITDA multiple or any other relevant technique.
Investments in associated undertakings and joint ventures
Investments in associated undertakings and joint ventures are valued using appropriate valuation techniques. These may include price earnings multiples, discounted cash flows or the adjusted value of similar completed transactions. Derivatives
The fair value of derivatives is determined with reference to the exchange traded prices of the specific instruments. In situations where the derivatives are traded over the counter the fair value of the instruments is determined by the utilisation of option pricing models. Investment contract liabilities
The fair value of the investment contract liabilities is determined with reference to the underlying funds that are held by the Group. Third-party interest in consolidation of funds
Third-party interests in consolidation of funds are measured at the attributable net asset value of each fund. Amounts owed to bank depositors
The fair values of amounts owed to bank depositors correspond with the carrying amount shown in the statement of financial position, which generally reflects the amount payable on demand. Borrowed funds
The fair values of amounts included in borrowed funds are based on quoted market prices at the reporting date where applicable, or by reference to quoted prices of similar instruments. Other financial assets and liabilities
The fair values of other financial assets and liabilities (which comprise cash and cash equivalents, cash with central banks, other assets and liabilities) are reasonably approximated by the carrying amounts reflected in the statement of financial position as they are short-term in nature or re-price to current market rates frequently. (b) Fair value hierarchy
Fair values are determined according to the following hierarchy.
Description of hierarchy Types of instruments classified in the respective levels
Level 1 ' quoted market prices: financial assets and liabilities with Listed equity securities, government securities and other listed debt quoted prices for identical instruments in active markets. securities and similar instruments, actively traded pooled investments, certain quoted derivative assets and liabilities, listed borrowed funds and investment contract liabilities directly linked to other Level 1 financial assets.
Level 2 ' valuation techniques using observable inputs: financial Unlisted equity and debt securities where the valuation is based on assets and liabilities with quoted prices for similar instruments in active models involving no significant unobservable data. markets or quoted prices for identical or similar instruments in inactive markets and financial assets and liabilities valued using models where Certain loans and advances, certain privately placed debt instruments, all significant inputs are observable. third-party interests in consolidated funds and amounts owed to bank depositors.
Level 3 ' valuation techniques using significant unobservable inputs: Unlisted equity and securities with significant unobservable inputs, financial assets and liabilities valued using valuation techniques where securities where the market is not considered sufficiently active, one or more significant inputs are unobservable. including certain inactive pooled investments, and derivatives embedded in certain portfolios of insurance contracts where the derivative is not closely related to the host contract and the valuation contains significant unobservable inputs.
The judgement as to whether a market is active may include, for example, consideration of factors such as the magnitude and frequency of trading activity, the availability of prices and the size of bid/offer spreads. In inactive markets, obtaining assurance that the transaction price provides evidence of fair value or determining the adjustments to transaction prices that are necessary to measure the fair value of the asset or liability requires additional work during the valuation process.
The majority of valuation techniques employ only observable data and so the reliability of the fair value measurement is high. However, certain financial assets and liabilities are valued on the basis of valuation techniques that feature one or more significant inputs that are unobservable and, for them, the derivation of fair value is more judgemental. A financial asset or liability in its entirety is classified as valued using significant unobservable inputs if a significant proportion of that asset or liability's carrying amount is driven by unobservable inputs.
In this context, 'unobservable' means that there is little or no current market data available for which to determine the price at which an arm's length transaction would be likely to occur. It generally does not mean that there is no market data available at all upon which to base a determination of fair value. Furthermore, in some cases the majority of the fair value derived from a valuation technique with significant unobservable data may be attributable to observable inputs. Consequently, the effect of uncertainty in determining unobservable inputs will generally be restricted to uncertainty about the overall fair value of the asset or liability being measured. (c) Transfer between fair value hierarchies
The Group deems a transfer to have occurred between Level 1 and Level 2 when an active, traded primary market ceases to exist for that financial instrument. A transfer between Level 2 and Level 3 occurs when the majority of the significant inputs used to determine fair value of the instrument become unobservable.
E3: Disclosure of financial assets and liabilities measured at Fair Value
(a) Financial assets and liabilities measured at fair value, classified according to fair value hierarchy
The tables below presents a summary of the Group's financial assets and liabilities that are measured at fair value in the consolidated statement of financial position according to their IAS 39 classification, as set out in the accounting policies note L1 of the 2015 Annual Report and Accounts and in terms of the fair value hierarchy described in note E2. The majority of the Group's financial assets are measured utilising market observable inputs (Level 1) and there has been no significant change compared to the prior year. Summary
At 30 June 2016 At 30 June 2015 At 31 December 2015 GBPm % GBPm % GBPm % Financial assets measured at fair value Level 1 79,373 82.8% 78,172 83.5% 77,722 85.9% Level 2 14,929 15.6% 13,991 15.0% 11,388 12.6% Level 3 1,576 1.6% 1,403 1.5% 1,392 1.5% Total 95,878 100.0% 93,566 100.0% 90,502 100.0% Financial liabilities measured at fair value Level 1 48,096 60.4% 46,967 61.1% 48,887 62.7% Level 2 30,919 38.9% 29,261 38.1% 28,461 36.5% Level 3 561 0.7% 602 0.8% 598 0.8% Total 79,576 100.0% 76,830 100.0% 77,946 100.0% Detail analysis
GBPm At 30 June 2016 Total Level 1 Level 2 Level 3 Financial assets measured at fair value Held-for-trading (fair value through profit or loss) 4,848 843 3,985 20 Loans and advances 1,784 - 1,784 - Investments and securities 1,241 561 680 - Other financial assets 282 282 - - Derivative financial instruments ' assets 1,541 - 1,521 20 Designated (fair value through profit or loss) 90,237 78,527 10,154 1,556 Investments in associated undertakings and joint ventures 74 - - 74 Reinsurers' share of policyholder liabilities 2,596 2,596 - - Loans and advances 3,482 189 3,291 2 Investments and securities 84,085 75,742 6,863 1,480 Available-for-sale financial assets (fair value through equity) 793 3 790 - Loans and advances 2 2 - - Investments and securities 791 1 790 - Total assets measured at fair value 95,878 79,373 14,929 1,576 Financial liabilities measured at fair value Held-for-trading (fair value through profit or loss) 7,792 824 6,961 7 Other liabilities 823 812 11 - Amounts owed to bank depositors 5,385 - 5,385 - Derivative financial instruments ' liabilities 1,584 12 1,565 7 Designated (fair value through profit or loss) 71,784 47,272 23,958 554 Investment contract liabilities(1) 60,364 46,277 13,533 554 Third-party interests in consolidated funds 6,585 - 6,585 - Borrowed funds 868 854 14 - Other liabilities 667 141 526 - Amounts owed to bank depositors 3,300 - 3,300 - Total liabilities measured at fair value 79,576 48,096 30,919 561
(1) Investment contract liabilities amount excludes GBP8,676 million discretionary participating investment contracts. These contracts are classified as non-financial liabilities and are not analysed according to their fair value hierarchy as permitted by IFRS 7 'Financial Instruments: Disclosures'.
GBPm At 30 June 2015 Total Level 1 Level 2 Level 3 Financial assets measured at fair value Held-for-trading (fair value through profit or loss) 4,202 239 3,945 18 Loans and advances 2,017 - 2,017 - Investments and securities 953 167 786 - Other financial assets 71 71 - - Derivative financial instruments ' assets 1,161 1 1,142 18 Designated (fair value through profit or loss) 88,715 77,806 9,524 1,385 Investments in associated undertakings and joint ventures 54 - - 54 Reinsurers' share of policyholder liabilities 2,082 2,082 - - Loans and advances 3,425 175 3,248 2 Investments and securities 82,866 75,261 6,276 1,329 Other financial assets 288 288 - - Available-for-sale financial assets (fair value through equity) 649 127 522 - Loans and advances 2 2 - - Investments and securities 647 125 522 - Total assets measured at fair value 93,566 78,172 13,991 1,403 Financial liabilities measured at fair value Held-for-trading (fair value through profit or loss) 6,430 690 5,739 1 Other liabilities 704 686 18 - Amounts owed to bank depositors 4,565 - 4,565 - Derivative financial instruments ' liabilities 1,161 4 1,156 1 Designated (fair value through profit or loss) 70,400 46,277 23,522 601 Investment contract liabilities(1) 60,905 45,507 14,797 601 Third-party interests in consolidated funds 5,678 - 5,678 - Borrowed funds 802 726 76 - Other liabilities 430 44 386 - Amounts owed to bank depositors 2,585 - 2,585 - Total liabilities measured at fair value 76,830 46,967 29,261 602
(1) Investment contract liabilities amount excludes GBP7,881 million discretionary participating investment contracts. These contracts are classified as non-financial liabilities and are not analysed according to their fair value hierarchy as permitted by IFRS 7 'Financial Instruments: Disclosures'.
GBPm At 31 December 2015 Total Level 1 Level 2 Level 3 Financial assets measured at fair value Held-for-trading (fair value through profit or loss) 5,632 524 5,090 18 Loans and advances 1,491 - 1,491 - Investments and securities 883 337 546 - Other financial assets 182 182 - - Derivative financial instruments ' assets 3,076 5 3,053 18 Designated (fair value through profit or loss) 84,137 77,195 5,568 1,374 Investments in associated undertakings and joint ventures 51 - - 51 Reinsurers' share of policyholder liabilities 2,328 2,328 - - Loans and advances 3,035 181 2,853 1 Investments and securities 78,723 74,686 2,715 1,322 Other financial assets - - - - Available-for-sale financial assets (fair value through equity) 733 3 730 - Loans and advances 2 2 - - Investments and securities 731 1 730 - Total assets measured at fair value 90,502 77,722 11,388 1,392 Financial liabilities measured at fair value Held-for-trading (fair value through profit or loss) 8,444 545 7,895 4 Other liabilities 547 539 8 - Amounts owed to bank depositors 4,580 - 4,580 - Derivative financial instruments ' liabilities 3,317 6 3,307 4 Designated (fair value through profit or loss) 69,502 48,342 20,566 594 Investment contract liabilities(1) 60,769 47,508 12,667 594 Third-party interests in consolidated funds 4,661 - 4,661 - Borrowed funds 804 794 10 - Other liabilities 383 40 343 - Amounts owed to bank depositors 2,885 - 2,885 - Total liabilities measured at fair value 77,946 48,887 28,461 598
(1) Investment contract liabilities amount excludes GBP7,085 million discretionary participating investment contracts. These contracts are classified as non-financial liabilities and are not analysed according to their fair value hierarchy as permitted by IFRS 7 'Financial Instruments: Disclosures'. (b) Level 3 fair value hierarchy disclosure
The tables below reconcile the opening balances of Level 3 financial assets and liabilities to closing balances at the end of the period:
GBPm Held-for- Designated fair value through profit or loss Total trading Investments in associated undertakings and joint Loans and Investments Six months ended 30 June 2016 Derivatives ventures advances and securities Level 3 financial assets At beginning of the period 18 51 1 1,322 1,392 Total net fair value gains recognised in: - profit or loss - 8 - 48 56 - other comprehensive income - 7 - 1 8 Purchases and issues - - - 73 73 Sales and settlements - (2) - (122) (124) Transfers in - - - 62 62 Transfers out - - - (46) (46) Foreign exchange and other 2 10 1 142 155 Total level 3 financial assets 20 74 2 1,480 1,576 Fair value gains relating to assets held at 30 June 2016 recognised in: - profit or loss - 8 - 41 49 - other comprehensive income - 7 - 1 8
The carrying amount of Level 3 assets at the reporting date principally comprises:
Investments and securities ' designated at fair value through the income statement: - GBP50 million (December 2015: GBP162 million) of suspended funds, GBP329 million (2015: GBP301 million) of private company shares and unlisted pooled investments, GBP68 million (2015: GBP36 million) of funds not being actively priced and GBP11 million (December 2015: GBP10 million) of structured notes held by Old Mutual Wealth. These assets are held by linked funds and are matched exactly by Level 3 investment contract liabilities - GBP925 million (December 2015: GBP727 million) of private company shares and unlisted pooled investments held by Emerging Markets. Of this amount, GBP877 million (2015: GBP666 million) is held by policyholder funds for which the bulk of the investment risk is borne by policyholders; and - GBP63 million (December 2015: GBP55 million) relating to timber and real estate assets held by funds of Old Mutual Asset Management.
Investments in associated undertakings and joint ventures ' designated a fair value through the income statement: - GBP74 million (December 2015: GBP51 million) of investments held by Nedbank Derivative assets ' held for trading:
- GBP20 million (December 2015: GBP18 million) held by the Bermuda business in connection with hedging of investment guarantees
Amounts shown as purchases and issues arise principally from the purchase of private company shares and unlisted pooled investments by Old Mutual Wealth and Emerging Markets.
Amounts shown as sales and settlements arise principally from the sale of private company shares and unlisted pooled investments by Old Mutual Wealth and Emerging Markets and from distributions received in respect of Old Mutual Wealth's holdings in property funds.
Transfers into Level 3 assets comprise GBP62 million of private company shares held by Old Mutual Wealth that were previously shown within Level 2 and for which price updates have not been received for more than six months.
Transfers out of Level 3 assets comprise GBP36 million of private company shares held by Old Mutual Wealth that were not being repriced and that have been transferred into Level 2 as they are now actively priced and GBP10 million in Emerging Markets relating to unlisted company shares and private equity funds which have been reclassified in the current period as non-financial assets.
GBPm Designated fair value through profit or loss - Held-for- Investment trading - contract Six months ended 30 June 2016 Derivatives liabilities Total Level 3 financial liabilities At beginning of the period 4 594 598 Total net fair value losses recognised in profit or loss for the period 2 10 12 Purchases and issues - 13 13 Sales and settlements - (101) (101) Transfers in - 62 62 Transfers out - (36) (36) Foreign exchange and other 1 12 13 Total level 3 financial liabilities 7 554 561 Fair value losses relating to liabilities held at 30 June 2016 recognised in profit or loss 2 10 12
The carrying amount of Level 3 investment contract liabilities at 30 June 2016 comprises: - GBP457 million (December 2015: GBP509 million) held within Old Mutual Wealth in linked-funds and which exactly match against Level 3 assets disclosed above within Investments and securities ' designated fair value through profit or loss; and - GBP97 million (December 2015: GBP85 million) held by the Bermuda business relating to guarantees given to policyholders.
GBPm Held-for- Designated at fair value through Available- Total trading profit or loss for-sale Investments in associated undertakings and joint Loans and Investments Investments Six months ended 30 June 2015 Derivatives ventures advances and securities and securities Level 3 financial assets At beginning of the period 8 50 2 1,552 1 1,613 Total net fair value gains recognised in the profit or loss for the period - 2 - 2 - 4 Purchases and issues 11 5 - 143 - 159 Sales and settlements - - - (309) (1) (310) Transfers in - - - 48 - 48 Transfers out - - - (59) - (59) Foreign exchange and other (1) (3) - (48) - (52) Total level 3 financial assets 18 54 2 1,329 - 1,403 Fair value gains/(losses) relating to assets held at 30 June 2015 recognised in profit or loss - 2 - (14) - (12)
GBPm Designated fair value through profit or loss - Investment Held-for-trading contract Six months ended 30 June 2015 - Derivatives liabilities Total Level 3 financial liabilities (Designated fair value through profit or loss) At beginning of the period - 754 754 Total net fair value gains recognised in profit or loss for the period - (38) (38) Purchases and issues - 65 65 Sales and settlements - (228) (228) Transfers in 1 48 49 Total level 3 financial liabilities 1 601 602 Fair value gains relating to assets held at 30 June 2015 recognised in profit or loss - (38) (38)
GBPm Held-for- Designated at fair value through Available- Total trading profit or loss for-sale Investments in associated undertakings and joint Loans and Investments Investments Year ended 31 December 2015 Derivatives ventures advances and securities and securities Level 3 financial assets At beginning of the period 8 50 2 1,552 1 1,613 Total net fair value (losses)/gains recognised in the profit or loss for the year (5) 5 - 40 - 40 Total gains recognised in other comprehensive income - - - (1) - (1) Purchases and issues 14 16 - 288 - 318 Sales and settlements - (7) - (332) (1) (340) Transfers in - - - 80 - 80 Transfers out - - - (69) - (69) Foreign exchange and other 1 (13) (1) (236) - (249) Total level 3 financial assets 18 51 1 1,322 - 1,392 Fair value (losses)/gains relating to assets held at 31 December 2015 recognised in profit or loss (5) 5 - (25) - (25)
GBPm Designated fair value through profit or loss - Investment Held-for-trading contract Year ended 31 December 2015 - Derivatives liabilities Total Level 3 financial liabilities At beginning of the period - 754 754 Total net losses/(gains) recognised in profit or loss for the period 3 (69) (66) Purchases and issues 1 96 97 Sales and settlements - (188) (188) Transfers in - 52 52 Transfers out - (55) (55) Foreign exchange and other - 4 4 Total level 3 financial liabilities 4 594 598 Fair value gains relating to liabilities held at 31 December 2015 recognised in profit or loss 3 (63) (60)
(c) Effect of changes in significant unobservable assumptions to reasonable possible alternatives
Favourable and unfavourable changes are determined on the basis of changes in the value of the financial asset or liability as a result of varying the levels of the unobservable parameters using statistical techniques. When parameters are not amenable to statistical analysis, quantification of uncertainty is judgemental.
When the fair value of a financial asset or liability is affected by more than one unobservable assumption, the figures shown reflect the most favourable or most unfavourable change from varying the assumptions individually.
The valuations of the private equity investments are performed on an asset-by-asset basis using a valuation methodology appropriate to the specific investment and in line with industry guidelines. In determining the valuation of the investment the principal assumption used is the valuation multiple applied to the main financial indicators (such as adjusted earnings). The source of this multiple may include multiples for comparable listed companies which have been adjusted for discounts for non-tradability and valuation multiples earned on transactions in comparable sectors.
The valuations of asset-backed securities are determined by discounted cash flow models that generate the expected value of the asset, incorporating benchmark information on factors such as prepayment patterns, default rates, loss severities and the historical performance of the underlying assets. The outputs from the models used are calibrated with reference to similar securities for which external market information is available.
Structured notes and other derivatives are generally valued using option pricing models. For structured notes and other derivatives, principal assumptions concern the future volatility of asset values and the future correlation between asset values. These principal assumptions used in the valuation of structured credit notes include credit volatilities and correlations. For such unobservable assumptions, estimates are based on available market data, which may include the use of a proxy method to derive a volatility or correlation from comparable assets for which market data is more readily available, and examination of historical levels.
The table below summarises the significant inputs to value instruments categorised as Level 3 hierarchy and their sensitivity to changes in the inputs used.
Types of financial Fair values Fair value measurement sensitivity to instruments Range of unobservable inputs estimates for Significant unobservable unobservable input inputs At At At At 30 June 31 December 30 June 31 December 2016 2015 2016 2015 GBPm GBPm GBPm GBPm Assets Investments in associated 74 51 Valuation multiples -7% to +8% Favourable: 6 Favourable: 4 undertakings and joint Unfavourable: 7 Unfavourable: 5 ventures Investments and 1,480 1,322 Valuation multiples Nedbank: Favourable: 188 Favourable: 149 securities Correlations -12% to +10% Unfavourable: 182 Unfavourable: 141 Volatilities Emerging Credit spreads Markets: Dividend growth rates -10% to +10% Internal rates of return, Old Mutual Cost of capital Wealth: Inflation rates -10% to +10% Market adjusted price (Price of infrequently traded shares) Loans and 2 1 Correlations -12% to +10% Favourable: GBPnil Favourable: GBPnil advances Volatilities Unfavourable: GBPnil Unfavourable: GBPnil Credit spreads Derivatives 20 18 Interest rates -10% to +10% Favourable: 7 Favourable: 7 Volatilities Unfavourable: 7 Unfavourable: 7 Liabilities Investment contract 554 594 Interest rates -10% to 10% Favourable: 47 Favourable: 54 liabilities Volatilities Unfavourable: 50 Unfavourable: 58 Derivatives 7 4 Growth rates -10% to 10% Favourable: 1 Favourable: 2 Cost of equity and price- Unfavourable: 1 Unfavourable: 1 to-book F: Analysis of financial assets and liabilities F1: Loans and advances
The Group extends advances to individuals and to the corporate, commercial and public sectors. The majority of loans and advances are in respect of Nedbank which represent 96.7% (GBP35,574 million) (June 2015: 96.9% (GBP33,572 million); December 2015: 96.5% (GBP29,873 million)) of the Group's net loans and advances. Nedbank assesses its loan portfolios for impairment at each financial reporting date and manages its exposure to loans and advances through a documented credit approval processes.
Emerging Markets has lending exposure, net of credit impairment provisions, of GBP1,029 million (June 2015: GBP909 million; December 2015: GBP912 million) through its non-wholly owned subsidiaries in South Africa, Kenya and Zimbabwe. Credit loss ratios are monitored at each individual business unit level. (a) Categories of loans and advances
The following table provides an analysis of the categories of loans and advances that are provided by the Group. The amounts presented in this table are the carrying value of the underlying assets before provisions for impairment losses.
GBPm At At At 30 June 30 June 31 December Notes 2016 2015 2015 Home loans 7,555 7,461 6,409 Commercial mortgages 7,411 6,901 6,098 Unsecured retail lending F1(b) 1,845 1,759 1,558 Other term loans 5,276 4,804 3,961 Other loans to clients 6,022 5,412 5,663 Net finance leases and instalment debtors 5,185 5,053 4,377 Deposits placed under reverse purchase agreements 1,018 1,043 884 Overdrafts 968 891 751 Preference shares and debentures 1,082 889 907 Credit cards 753 741 616 Factoring accounts 262 267 234 Policyholder loans 256 243 241 Properties in possession 17 30 16 Remittances in transit 72 15 9 Gross loans and advances 37,722 35,509 31,724 Provisions for impairment (921) (854) (759) Specific provisions F1(c) (642) (624) (529) Portfolio provisions F1(c) (279) (230) (230) Total net loans and advances 36,801 34,655 30,965
(b)(i) Analysis of unsecured retail lending loans and advances
The following table provides an analysis of the Group's unsecured retail lending loans and advances. Further analysis of these amounts will be comparing balances at 30 June 2016 and 31 December 2015.
GBPm At At At 30 June 30 June 31 December 2016 2015 2015 Nedbank 942 920 782 Emerging Markets 903 839 776 Old Mutual Finance (Pty) Limited 718 677 602 Central Africa Building Society 97 93 98 Faulu Microfinance Bank Limited 88 69 76 Gross amount of unsecured retail lending 1,845 1,759 1,558 Provisions for impairment (432) (396) (350) Total net unsecured retail lending 1,413 1,363 1,208
(ii) Credit quality of unsecured retail lending loans and advances
The credit quality of the Group's unsecured retail lending loans and advances is summarised below, by reference to performing, defaulted and long outstanding balances at 30 June 2016 and 31 December 2015. Old Mutual Finance (Pty) Limited provides for 90% of long outstanding loans. Nedbank, CABS & Faulu provide for 100% of such loans and derecognise the related receivable.
GBPm Old Mutual Central Faulu At Finance (Pty) Africa Building Microfinance 30 June Nedbank Limited Society Bank Limited 2016 Performing 828 352 92 84 1,356 Non-performing 114 366 5 4 489 Defaulted loans 114 143 5 4 266 Long outstanding loans - 223 - - 223 Gross amount of unsecured retail lending 942 718 97 88 1,845
GBPm Old Mutual Faulu At Finance (Pty) Central Africa Microfinance 31 December Nedbank Limited Building Society Bank Limited 2015 Performing 679 317 93 74 1,163 Non-performing 103 285 5 2 395 Defaulted loans 103 124 5 2 234 Long outstanding loans - 161 - - 161 Gross amount of unsecured retail lending 782 602 98 76 1,558
Loans are considered to be defaulted after three missed payments. Long outstanding loans relate to loans that have been in default for a period of five months or more.
(iii) Statement of financial position credit impairment provisions of unsecured retail lending loans and advances
Provisions for credit impairments in relation to the Group's unsecured retail lending loans and advances at 30 June 2016 and 31 December 2015 are analysed below:
GBPm Old Mutual Central Faulu At Finance (Pty) Africa Building Microfinance 30 June Nedbank Limited Society Bank Limited 2016 Performing 46 78 3 - 127 Non-performing 73 229 1 2 305 Defaulted loans 73 31 1 2 107 Long outstanding loans - 198 - - 198 Provisions for impairment 119 307 4 2 432
GBPm Old Mutual Faulu At Finance (Pty) Central Africa Microfinance 31 December Nedbank Limited Building Society Bank Limited 2015 Performing 35 18 1 - 54 Non-performing 68 223 4 1 296 Defaulted loans 68 78 4 1 151 Long outstanding loans - 145 - - 145 Provisions for impairment 103 241 5 1 350 (c) Provision for impairments
This section analyses the provisions raised against loans and advances and the movements during the year.
Specific impairments have been raised against those loans identified as impaired. Portfolio impairments are recognised against loans and advances classified as neither past due nor impaired or past due but not impaired.
(c)(i) Provision for impairments ' analysis of movements
The tables below reconcile the movement in provision for impairments for the six months ended 30 June 2016 and year ended 31 December 2015.
GBPm Nedbank Emerging Markets Group Specific Portfolio Total Specific Portfolio Total Total Six months ended 30 June 2016 impairment impairment impairment impairment impairment impairment impairment Balance at beginning of the period 292 208 500 237 22 259 759 Credit impairment charge 95 5 100 3 13 16 116 Profit or loss charge 120 5 125 3 13 16 141 Recoveries of amounts previously written off (25) - (25) - - - (25) Amounts written off against the provision (115) (3) (118) (1) (4) (5) (123) Foreign exchange and other movements 71 39 110 60 (1) 59 169 Balance at end of the period 343 249 592 299 30 329 921
GBPm Nedbank Emerging Markets Group Specific Portfolio Total Specific Portfolio Total Total Year ended 31 December 2015 impairment impairment impairment impairment impairment impairment impairment Balance at beginning of the year 379 237 616 217 24 241 857 Credit impairment charge 223 22 245 59 3 62 307 Profit or loss charge 281 22 303 59 3 62 365 Recoveries of amounts previously written off (58) - (58) - - - (58) Amounts written off against the provision (231) 1 (230) - - - (230) Foreign exchange and other movements (79) (52) (131) (39) (5) (44) (175) Balance at end of the year 292 208 500 237 22 259 759 F2: Insurance and investment contracts
The tables below provide a summary of the Group's long-term business insurance policyholder liabilities and investment contract liabilities. Details of insurance contract accounting for the Group can be found in note G6 of the 2015 Annual Report and Accounts.
GBPm At 30 June 2016 At 30 June 2015 Gross Reinsurance Net Gross Reinsurance Net Life assurance policyholder liabilities Long-term business insurance policyholder liabilities 9,183 (312) 8,871 9,851 (201) 9,650 Life assurance policyholder liabilities 9,061 (302) 8,759 9,730 (191) 9,539 Outstanding claims 122 (10) 112 121 (10) 111 Investment contract liabilities 69,040 (2,597) 66,443 68,786 (2,079) 66,707 Unit-linked investment contracts and similar contracts 59,537 (2,597) 56,940 60,186 (2,079) 58,107 Other investment contracts 827 - 827 719 - 719 Discretionary participating investment contracts 8,676 - 8,676 7,881 - 7,881 Total life assurance policyholder liabilities 78,223 (2,909) 75,314 78,637 (2,280) 76,357 Property & casualty liabilities Claims incurred but not reported 59 (8) 51 62 (12) 50 Unearned premiums 142 (61) 81 120 (40) 80 Outstanding claims 224 (80) 144 212 (62) 150 Total property & casualty liabilities 425 (149) 276 394 (114) 280 Total policyholder liabilities 78,648 (3,058) 75,590 79,031 (2,394) 76,637
GBPm At 31 December 2015 Gross Reinsurance Net Life assurance policyholder liabilities Long-term business insurance policyholder liabilities 7,714 (214) 7,500 Life assurance policyholder liabilities 7,617 (206) 7,411 Outstanding claims 97 (8) 89 Investment contract liabilities 67,854 (2,328) 65,526 Unit-linked investment contracts and similar contracts 60,169 (2,328) 57,841 Other investment contracts 600 - 600 Discretionary participating investment contracts 7,085 - 7,085 Total life assurance policyholder liabilities 75,568 (2,542) 73,026 Property & casualty liabilities Claims incurred but not reported 38 (10) 28 Unearned premiums 120 (58) 62 Outstanding claims 183 (51) 132 Total property & casualty liabilities 341 (119) 222 Total policyholder liabilities 75,909 (2,661) 73,248
The reinsurers' share of policyholder liabilities relating to investment contracts is where the direct management of assets are ceded to a third party through a reinsurance arrangement. Due to the nature of the arrangement, there is no transfer of insurance risk. F3: 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.
The table below presents an analysis of the Group's borrowed funds net of any holdings that are principally held by the policyholder funds.
Summary of Borrowed Funds GBPm Institutional At Old Mutual Emerging Asset 30 June Type of securities Notes plc Markets Nedbank Management 2016 Senior debt securities and term loans 112 203 1,941 - 2,256 Floating rate notes F3(a)(i) - - 1,053 - 1,053 Fixed rate notes F3(a(ii) 112 - 888 - 1,000 Term loans F3(a)(iii) - 203 - - 203 Revolving credit facilities F3(b) - - - 38 38 Mortgage-backed securities F3(c) - - 104 - 104 Subordinated debt securities F3(d) 991 302 540 - 1,833 Total Borrowed funds 1,103 505 2,585 38 4,231 Other instruments treated as equity for accounting purposes GBP273 million perpetual preferred callable securities at 6.38%(1) 273 - - - 273 Total book value of Group debt(2) 1,376 505 2,585 38 4,504
(1) Perpetual preferred callable securities of GBP273 million (June 2015: GBP526 million; December 2015: GBP273 million) are classified as non-banking. (2) The nominal value of non-banking related "Group debt" is GBP1,716 million (June 2015: GBP1,557 million; December 2015: GBP1,710 million).
GBPm Institutional At Old Mutual Emerging Asset 30 June Notes plc Markets Nedbank Management 2015 Senior debt securities and term loans F3(a) 112 123 1,560 - 1,795 Floating rate notes F3(a)(i) - - 722 - 722 Fixed rate notes F3(a(ii) 112 - 838 - 950 Term loans F3(a)(iii) - 123 - - 123 Revolving credit facilities F3(b) - 51 - 92 143 Mortgage-backed securities F3(c) - - 119 - 119 Subordinated debt securities F3(d) 568 315 626 - 1,509 Total Borrowed funds 680 489 2,305 92 3,566 Other instruments treated as equity for accounting purposes GBP273 million perpetual preferred callable securities at 6.38% 273 - - - 273 EUR374 million perpetual preferred callable securities at 5.00%(1) 253 - - - 253 Total book value of Group debt 1,206 489 2,305 92 4,092
(1) On 4 November 2015, being the First Call Date, the Company redeemed the outstanding EUR374 million (GBP253 million) Upper Tier 2 perpetual notes at their nominal value, together with accrued and unpaid interest.
GBPm Institutional At Old Mutual Emerging Asset 31 December Type of securities Notes plc Markets Nedbank Management 2015 Senior debt securities and term loans 112 198 1,331 - 1,641 Floating rate notes F3(a)(i) - - 571 - 571 Fixed rate notes F3(a(ii) 112 - 760 - 872 Term loans F3(a)(iii) - 198 - - 198 Revolving credit facilities F3(b) - - - 61 61 Mortgage-backed securities F3(c) - - 97 - 97 Subordinated debt securities F3(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 GBP273 million perpetual preferred callable securities at 6.38% 273 - - - 273 Total book value of Group debt 1,371 449 1,916 61 3,797
Total borrowed funds can be further analysed between non-banking and banking as follows:
GBPm At 30 June 2016 At 30 June 2015 Non- Non- Type of security banking Banking(1) Total banking Banking(1) Total Senior debt securities and term loans 147 2,109 2,256 112 1,683 1,795 Revolving credit facilities 38 - 38 92 51 143 Mortgage-backed securities - 104 104 - 119 119 Subordinated debt securities 1,293 540 1,833 883 626 1,509 Total Borrowed funds 1,478 2,753 4,231 1,087 2,479 3,566
GBPm At 31 December 2015 Non- Type of security banking Banking(1) Total Senior debt securities and term loans 160 1,481 1,641 Revolving credit facilities 61 - 61 Mortgage-backed securities - 97 97 Subordinated debt securities 1,237 488 1,725 Total Borrowed funds 1,458 2,066 3,524
(1) Borrowed funds identified as Banking are those which are directly related to the lending and banking businesses in Nedbank and Emerging Markets. Interest rate profile
The interest rate profiles of the Group's borrowed funds are analysed as follows:
GBPm Institutional At Old Mutual Emerging Asset 30 June plc Markets Nedbank Management 2016 Fixed rate 1,103 251 888 - 2,242 Floating rate - 254 1,697 38 1,989 Total 1,103 505 2,585 38 4,231
GBPm Institutional At Old Mutual Emerging Asset 30 June plc Markets Nedbank Management 2015 Fixed rate 680 282 838 - 1,800 Floating rate - 207 1,467 92 1,766 Total 680 489 2,305 92 3,566
GBPm Institutional At Old Mutual Emerging Asset 31 December plc Markets Nedbank Management 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 Analysis of security types (a) Senior debt securities and term loans (i) Floating rate notes (net of Group holdings)
GBPm At At At 30 June 30 June 31 December Maturity date 2016 2015 2015 Banking - Nedbank Floating rate unsecured senior debt R250 million at JIBAR + 1.00% Repaid - 13 - R1,044 million at JIBAR + 2.20% Repaid - 55 - R677 million at JIBAR + 1.25% Repaid - 35 30 R3,056 million at JIBAR + 0.80% July 2016 158 161 135 R694 million at JIBAR + 0.75% November 2016 36 37 31 R405 million at JIBAR + 1.30% February 2017 21 21 18 R1,035 million at JIBAR + 0.85% March 2017 53 54 45 R806 million at JIBAR + 0.90% June 2017 41 42 35 R786 million at JIBAR + 1.30% August 2017 37 37 31 R241 million at JIBAR + 1.12% November 2017 13 13 11 R472 million at JIBAR + 1.25% February 2018 24 25 21 R1,427 million at JIBAR + 1.30% June 2018 74 75 63 R927 million at JIBAR + 1.45% February 2019 48 - - R500 million at JIBAR + 1.45% February 2019 26 - - R2,484 million at JIBAR + 1.45% May 2019 129 - - R90 million at JIBAR + 1.45% February 2020 5 5 4 R80 million at JIBAR + 2.15% April 2020 4 4 4 R476 million at JIBAR + 1.55% November 2020 25 - 21 R830 million at JIBAR + 1.80% February 2021 43 - - R1,468 million at JIBAR + 1.80% May 2021 76 - - R650 million at JIBAR + 1.30% June 2021 33 34 29 R12 million at JIBAR + 1.55% February 2022 1 1 1 R270 million at JIBAR + 2.00% February 2023 14 - - R528 million at JIBAR + 2.00% May 2023 27 - - R1,980 million at JIBAR + 2.00% February 2025 103 105 88 R500 million at JIBAR + 2.10% April 2026 26 27 22 R750 million at JIBAR + 2.25% May 2026 39 - - 1,056 744 589 Less: floating rate notes held by other Group companies (3) (22) (18) Total floating rate notes 1,053 722 571
All floating rate unsecured senior debt are non-qualifying for the purposes of regulatory tiers of capital. (ii) Fixed rate notes (net of Group holdings)
GBPm At At At 30 June 30 June 31 December Maturity date 2016 2015 2015 Non-banking - Old Mutual plc GBP112 million at 7.125% October 2016 112 112 112 Total non-banking fixed rate unsecured senior debt 112 112 112 Banking - Nedbank Fixed rate unsecured senior debt R3,244 million at 10.55% Repaid - 175 - R1,137 million at 9.36% Repaid - 61 51 R151 million at 6.91% July 2016 8 8 7 R1,273 million at 11.39% September 2019 70 72 60 R380 million at 9.26% June 2020 20 20 17 R1,888 million at 8.92% November 2020 98 100 83 R855 million at 9.38% March 2021 45 46 38 R500 million at 9.29% June 2021 26 26 22 R215 million at 8.79% February 2022 11 12 10 R280 million at 9.64% June 2022 14 15 12 R952 million at 10.07% November 2023 49 - 42 R391 million at 9.73% March 2024 21 21 18 R660 million at zero coupon October 2024 14 14 11 R2,607 million at 9.44% February 2025 138 141 118 R884 million at 10.685% November 2025 46 - 39 R800 million at 9.95% April 2026 42 43 36 R2,000 million at 10.63% July 2027 107 - 92 R1,739 million at 10.36% June 2026 90 92 77 R250 million at 10.66% February 2023 13 - - R417 million at 10.68% May 2021 22 - - R360 million at 11.15% May 2026 19 - - R666 million at 10.935% November 2027 35 - 30 888 846 763 Less: Fixed rate notes held by other Group companies - (8) (3) Total banking fixed rate unsecured senior debt (net of Group holdings) 888 838 760 Total fixed rate notes 1,000 950 872
All fixed rate notes are non-qualifying for the purpose of regulatory tiers of capital. (iii) Term loans
GBPm At At At 30 June 30 June 31 December Maturity date 2016 2015 2015 Emerging Markets Floating rate loans KES550 million at KBRR + 4.87%(1) Repaid - 4 - $7 million at 3m LIBOR + 7.50%(2) Repaid - - 5 $5 million at 3m LIBOR + 7.50%(2) Repaid - - 3 $5 million at 3m LIBOR + 7.50%(2) Repaid - - 3 R1,500 million at JIBAR + 2.95%(1) August 2017 82 84 70 R800 million at JIBAR + 2.75%(1) July 2018 41 - 35 KES451 million at KBRR + 3.87%(1) March 2019 1 3 3 Emerging Markets Fixed rate loans KES170 million at 14.00% to 14.75%(1) Repaid - 1 - KES1,000 million at 12.50%(2) Repaid - - 7 KES175 million at 11.70%(1) Repaid - 1 - $20 million at 8.75%(2) Repaid - - 11 KES225 million at 11.70%(1) August 2017 - 1 1 KES2,000m at 13.00%(2) July 2017 16 - 13 KES101 million at 13.00%(1) June 2018 1 - - KES101 million at 13.50%(1) June 2018 1 - - KES607 million at 12.50%(1) December 2018 5 - - KES411 million at 11.50%(1) April 2020 3 - 3 KES1,183 million at 9.20%(1) September 2020 7 - 8 KES150 million at 5.00%(1) July 2022 1 1 1 KES466 million at 9.83%(1) July 2022 1 - 2 $6 million at 8.10%(1) August 2017 2 3 3 $19 million at 8.10%(1) September 2017 7 10 9 $10 million at 8.10%(1) May 2020 5 6 5 $19.57 million at 8.75%(2) August 2022 12 - - $5 million at 11.00%(1) September 2022 3 3 3 $5 million at 6.50%(2) June 2023 3 - 3 $5 million at 6.50%(2) June 2023 4 - 3 $10 million at 10.00%(1) December 2023 7 6 7 $1 million at 5%(1) December 2023 1 - - Total term loans and other loans 203 123 198
Analysed as: (1) Banking 168 123 150 (2) Non-banking 35 - 48 Total term loans and other loans 203 123 198 (b) Revolving credit facilities
GBPm At At At 30 June 30 June 31 December Maturity date 2016 2015 2015 Non-banking - Institutional Asset Management $50 million (30 June 2015: $145 million; 31 December 2015: $90 million) drawn of a $350 million facility at USD LIBOR + 1.25% October 2019 38 92 61 Banking - Emerging Markets R1,200 million facility at 3 month JIBAR + 2.95% Repaid - 25 - R500 million fully drawn at 3 month JIBAR + 3.10% Repaid - 26 - - 51 - Total revolving credit facilities 38 143 61
The Group has access to a GBP800 million multi-currency revolving credit facility available to the Old Mutual plc. GBP727 million of the facility matures in August 2020 and a GBP73 million facility matures in August 2019. There is an optional further one year extension in August 2016. At 30 June 2016 none of this facility was drawn.
In December 2015, Emerging Markets obtained access to a R5,250 million revolving credit facility which matures in December 2018 with an option to renew for a further year. At 30 June 2016, none of this facility was drawn.
(c) Mortgage-backed securities (net of Group holdings)
GBPm At At At 30 June 30 June 31 December Tier Maturity date 2016 2015 2015 Banking - Nedbank R161 million (class A2) at JIBAR + 1.25% Tier 2 October 2039 3 14 7 R900 million (class A3) at JIBAR + 1.54% Tier 2 October 2039 47 48 40 R110 million (class B) at JIBAR + 1.90% Tier 2 October 2039 6 6 5 R558 million at JIBAR + 1.20% Tier 2 February 2042 23 27 24 R100 million at JIBAR + 1.45% Tier 2 February 2042 5 5 4 R680 million at JIBAR + 1.55% Tier 2 February 2042 35 36 30 R80 million at JIBAR + 2.20% Tier 2 February 2042 4 4 4 R65 million at JIBAR + 3.00% Tier 2 February 2042 3 3 3 126 143 117 Less: Mortgage backed securities held by other Group companies (22) (24) (20) Total mortgage-backed securities 104 119 97
(d) Subordinated debt securities (net of Group holdings)
GBPm At At At Maturity 30 June 30 June 31 December Tier date 2016 2015 2015 Banking - Nedbank R1,000 million at 10.54% Tier 2 Repaid - 54 - $100 million at 3 month USD LIBOR Tier 2 (secondary) March 2022 75 64 69 R2,000 million at JIBAR + 0.47% Tier 2 July 2022 104 106 89 R1,800 million at JIBAR + 2.75% Tier 2 July 2023 94 96 80 R1,200 million at JIBAR + 2.55% Tier 2 November 2023 62 63 53 R450 million at JIBAR + 10.49% Tier 2 April 2024 24 24 20 R1,737 million at 3 month JIBAR + 2.55% Tier 2 April 2024 91 93 78 R300 million at JIBAR + 2.75% Tier 2 October 2024 16 16 13 R225 million at JIBAR +2.75% Tier 2 January 2025 12 12 10 R1,624 million at JIBAR + 3.5% Tier 2 July 2025 86 85 73 R407 million at 11.29% Tier 2 July 2025 22 21 19 586 634 504 Less: Banking subordinated debt securities held by other Group companies (46) (8) (16) Banking subordinated securities 540 626 488
Non-banking - Old Mutual plc GBP500 million at 8.00% Lower Tier 2 June 2021 543 568 536 GBP450 million at 7.88%(1) Lower Tier 2 November 2025 448 - 450 Non-banking - Emerging Markets(2) R3,000 million at 8.92% Lower Tier 2 Repaid - 157 - R300 million at 9.26% Lower Tier 2 November 2024 15 15 12 R700 million at 3 month JIBAR + 2.20% Lower Tier 2 November 2024 36 37 31 R537 million at 3 month JIBAR + 2.30% Lower Tier 2 March 2025 28 28 24 R425 million at 9.76% Lower Tier 2 March 2025 21 22 17 R1,288 million at 3 month JIBAR + 2.25% Lower Tier 2 September 2025 66 - 57 R409 million at 10.32% Lower Tier 2 March 2027 20 21 16 R568 million at 10.90% Lower Tier 2 September 2027 29 - 23 R1,150 million at 10.96% Lower Tier 2 March 2030 56 35 46 R623 million at 11.35% Lower Tier 2 September 2030 31 - 25 302 315 251
(1) On 3 November 2015, Old Mutual plc issued GBP450 million Dated Tier 2 Subordinated Notes under its existing GBP5,000 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) All callable subordinated debt securities have a first call date five years before the maturity date. G: Non-financial assets and liabilities G1: 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 six months ended 30 June 2016 and year ended 31 December 2015.
GBPm Present value of acquired in-force business Software Other development development intangible Goodwill costs costs assets Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Cost Balance at beginning of the period 3,129 2,756 982 1,107 598 669 710 402 5,419 4,934 Acquisitions through business combinations(1) 3 467 - - - - 3 308 6 775 Purchase price adjustments - 22 - - - - - - 22 Additions - - - - 47 72 - 9 47 81 Disposal of interests in subsidiaries - (41) - (125) - (1) - (4) - (171) Disposals or retirements - - - - - (8) - (1) - (9) Transfer to non-current assets held for sale (132) (29) (76) - - - - - (208) (29) Foreign exchange and other movements 223 (46) 6 - 96 (134) 14 (4) 339 (184) Cost at end of the period / year 3,223 3,129 912 982 741 598 727 710 5,603 5,419 Amortisation and impairment losses Balance at beginning of the period (617) (624) (751) (792) (403) (449) (372) (306) (2,143) (2,171) Amortisation charge for the period - - (21) (58) (24) (49) (24) (70) (69) (177) Impairment losses (44) (23) - - - - - - (44) (23) Disposal of interests in subsidiaries - - - 102 - 1 - - - 103 Disposals or retirements - - - - - 7 - 1 - 8 Transfer to non-current assets held for sale 44 29 72 - - - - - 116 29 Foreign exchange and other movements (42) 1 (5) (3) (65) 87 (9) 3 (121) 88 Accumulated amortisation and impairment losses at end of the period / year (659) (617) (705) (751) (492) (403) (405) (372) (2,261) (2,143) Carrying amount Balance at beginning of the period 2,512 2,132 231 315 195 220 338 96 3,276 2,763 Balance at end of the period 2,564 2,512 207 231 249 195 322 338 3,342 3,276
(1) Goodwill acquired through business combinations of GBP3 million relates to the acquisition of AAM Advisory. Refer to note A2 for further information.
The net carrying amount of present value of acquired in-force business at the 30 June 2016 principally comprises GBP204 million (31 December 2015: GBP227 million) relating to the Skandia business acquired during 2006, which is due to be amortised over a further six to eleven years.
The net carrying amount of other intangible assets at 30 June 2016 principally comprises: Old Mutual Wealth:
- GBP236 million (December 2015: GBP249 million) relating to distribution channels that will be amortised over a further nine years. - GBP32 million (December 2015: GBP35 million) relating to mutual fund and asset management relationship assets that will be amortised over a further seven years.
- GBP11 million (December 2015: GBP13 million) relating to brand that will be amortised over a further four years. Emerging Markets:
- GBP10 million (December 2015: GBP12 million) relating to the loan book of Old Mutual Finance Ltd that will be amortised over a further 14 months. - GBP19 million (December 2015: GBP17 million) relating to the UAP brand, which is not being amortised.
Management performed an impairment test on the GBP169 million goodwill recognised as a result of the acquisition of UAP in 2015. The goodwill was allocated to the Old Mutual Southern and East Africa (OMSEA) cash generating units. The impairment test indicated that the goodwill balance was not impaired at 30 June 2016. The assumptions used in performing the goodwill impairment test are subjective and include a risk adjusted discount rate of 19.12%, forecasted and extrapolated cash flows and a terminal rate of 4.5%. The Group will continue to monitor developments and their possible impact on the value in use of OMSEA and any possible impairment to the carrying value in the second half of 2016.
The recoverability of this goodwill balance is dependent on OMSEA realising the expected synergies from the acquisition of UAP which are embedded in the forecasted cash flows.
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 at 30 June 2016 and 31 December 2015:
GBPm Goodwill and intangible assets (carrying amount) Amortisation Impairment 2016 2015 2016 2015 2016 2015 Emerging Markets 468 415 9 28 - - Old Mutual Wealth 1,450 1,620 41 112 44 - Nedbank 466 378 18 37 - - Institutional Asset Management 958 863 - - - 23 3,342 3,276 68 177 44 23 H: Other Notes H1: Contingent liabilities and commitments
The Group, in the ordinary course of business, enters into transactions that expose it to tax, legal and business risks. Provisions are made for known liabilities that are expected to materialise. Possible obligations and known liabilities where no reliable estimate can be made or it is considered improbable that an outflow would result are reported as contingent liabilities in accordance with IAS 37: 'Provisions, Contingent Liabilities and Contingent Assets'. 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.
Contingent liabilities ' implications of the Managed Separation strategy The Group routinely monitors and reassesses contingent liabilities arising from matters such as litigation, and warranties and indemnities relating to past acquisitions and disposals. The announcement of the Managed Separation strategy on 11 March 2016 does not affect the nature of such items, however it is possible that the Group may seek to resolve certain matters as part of the implementation of the Managed Separation strategy. 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. 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. This 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 stage it is not possible to assess the outcome and, by extension, whether the matter will have financial consequences for Old Mutual Wealth. H2: Events after the reporting date Investment in Ecobank Transnational Inc. (ETI)
Subsequent to the reporting date, 30 June 2016, the Nigerian naira continued to depreciate against the dollar and the market value of the Group's investment in ETI, based on its quoted share price in a thinly traded market, has decreased further. These events are not indicative of conditions that existed at the reporting date. The Group will continue to monitor developments and their possible impact on the value in use of the investment in ETI and any possible impairment to the carrying value in the second half of 2016. OM Asset Management plc Notes Issues
On 27 July 2016, OM Asset Management plc (OMAM) completed the issuance of a combined $400 million of Senior Unsecured Notes in the Institutional and Retail markets. The debt is comprised of two tranches: OMAM's $275 million 4.80% 10-Year Institutional Debt Issuance and OMAM's $125 million 5.13% 15-Year (with a call option available after three years) Retail Debt Issuance. Both tranches are registered and will be listed on the New York Stock Exchange. Disposal of Old Mutual Wealth Italy
On 9 August 2016, the Group announced that it has agreed to sell Old Mutual Wealth Italy, part of the Old Mutual Wealth business, to ERGO Italia, owned by Cinven. The consideration for the transaction is EUR278 million in cash, plus interest to completion. The transaction is subject to regulatory approval and is expected to complete within the next six months.
A goodwill impairment loss of GBP44 million has been recognised in profit or loss as the net asset value of the business disposed of exceed the expected net proceeds. The related assets and liabilities have been classified as held for sale. Refer to note I2 for more information.
I: Discontinued operations and disposal groups held for sale I1: Discontinued operations Income statement from discontinued operations
GBPm Six months Six months Year ended ended ended 30 June 30 June 31 December 2016 2015 2015 Loss on disposal - (21) (21) Loss before tax from discontinued operations - (21) (21) Income tax credit - - - Loss after tax from discontinued operations - (21) (21)
The loss on disposal recognised during the six months ended 30 June 2015 and year ended 31 December 2015 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.
I2: Assets and liabilities held for sale GBPm At At At 30 June 30 June 31 December 2016 2015 2015 Assets held for sale Emerging Markets 17 212 84 Old Mutual Wealth 6,081 902 4 Institutional Asset Management - - 35 Total assets held for sale 6,098 1,114 123 Liabilities held for sale Old Mutual Wealth 5,853 833 - Institutional Asset Management - - 12 Total liabilities held for sale 5,853 833 12 Emerging Markets Current and prior period transactions
Emerging Markets has classified GBP17 million (June 2015: GBP212 million; December 2015: GBP84 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. Old Mutual Wealth Current period transactions
On 9 August 2016, the Group announced that it has agreed to sell Old Mutual Wealth Italy, part of the Old Mutual Wealth business, to ERGO Italia, owned by Cinven. The consideration for the transaction is EUR278 million in cash, plus interest to completion. The transaction is subject to regulatory approval and is expected to complete within the next six months.
A goodwill impairment loss of GBP44 million has been recognised in profit or loss as the net asset value of the business disposed of exceed the expected net proceeds.
At 30 June 2016, the total value of the assets and liabilities reclassified as held for sale in the consolidated statement of financial position were GBP6,077 million and GBP5,853 million respectively. The principal financial assets and liabilities included as held for sale are investments and securities of GBP5,783 million and investment contract liabilities of GBP5,758 million, both of which are classified as Level 1 in terms of the fair value hierarchy.
Old Mutual Wealth has also identified property, plant and equipment of GBP4 million (June 2015: GBP4 million; December 2015: GBP4 million) as held for sale. Prior period transactions
At 30 June 2015, Old Mutual Wealth identified total assets of GBP898 million and total liabilities of GBP833 million as held for sale in relation to the disposal of Skandia Leben AG. This transaction completed on 30 September 2015. Institutional Asset Management Prior period transactions
At 31 December 2015, Institutional Asset management identified total assets of GBP35 million and total liabilities of GBP12 million as held for sale in relation to the disposal of Rogge Global Partners plc. This transaction completed on 31 May 2016. Sponsor Merrill Lynch South Africa (Pty) Ltd
Date: 11/08/2016 08:01:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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