PHOENIX GROUP HOLDINGS ANNUAL REPORT AND ACCOUNTS 2013 2013 WAS AN EVENTFUL YEAR FOR THE PHOENIX GROUP. WE HAVE PROGRESSED IN STRENGTHENING THE BALANCE SHEET AND SIMPLIFYING THE GROUP’S STRUCTURE AND WE HAVE ALSO DELIVERED AGAINST OUR FINANCIAL TARGETS. BUSINESS OVERVIEW OUR BUSINESS MODEL delivering strong investment Phoenix Group is the UK’s largest specialist As a closed life fund consolidator, Phoenix performance and high quality closed life and pension fund consolidator Life focuses on the efficient run-off of service to its clients. with over 5 million policyholders and existing policies, maximising economies £68.6 billion of Group assets under of scale and generating capital efficiencies For a detailed look at management. Our business manages through operational improvements. our business model closed life funds in an efficient and Ignis Asset Management focuses on Turn to page 12 secure manner, protecting and enhancing policyholders’ interests whilst maximising value for the Group’s shareholders. PHOENIX LIFE Aims to deliver innovative financial management and operational excellence PHOENIX GROUP Delivery of IGNIS ASSET MANAGEMENT strategic initiatives Aims to deliver superior investment performance and client service EVOLUTION OF THE PHOENIX GROUP The following shows the Group’s original entities and their various acquisitions over the years. 1806 1857 2008 2009 2010 London Life Pearl Loan Company Pearl Group Liberty Pearl Group renamed established established acquires Acquisition Phoenix Group Resolution plc Holdings Holdings and achieves 1835 2005 (International) Premium Listing on NPI established Pearl Group created acquires Pearl Group London Stock Exchange 1837 2001 2006 Scottish Provident established Abbey National Resolution plc acquires acquires Abbey Scottish Provident National’s life business 1836 1905 1999 2004 2005 Edinburgh Britannic Britannic acquires Britannic acquires Britannic acquires Century Group & Glasgow Assurance Alba Life life operations of and merges with Resolution Life Assurance established Company formed Allianz Cornhill Group to form Resolution plc 1782 1996 2004 2005 Phoenix Assurance Royal & Sun Resolution Life Resolution Life Group established Alliance established Group acquires UK acquires Swiss Life (UK) plc life operations of Royal & Sun Alliance INTRODUCTION PHOENIX GROUP HOLDINGS 01 ANNUAL REPORT AND ACCOUNTS 2013 STRATEGIC REPORT 2013 KEY PERFORMANCE INDICATORS CONTENTS OPERATING COMPANIES’ IGD SURPLUS INTRODUCTION 02 CASH GENERATION (ESTIMATED) GOVERNANCE Chairman’s statement 02 £817m £1.2bn STRATEGIC REPORT 04 Group Chief Executive Officer’s report 06 GROUP MCEV PLHL ICA SURPLUS Our business model 12 (ESTIMATED) Operating structure 14 Our strategy 17 Financial performance 24 £2,378m £1.2bn Risk management 44 Corporate responsibility 51 GEARING GROUP ASSETS UNDER MANAGEMENT GOVERNANCE 54 Board of Directors 56 FINANCIAL INFORMATION FINANCIAL Our executive management team 58 44% £68.6bn Corporate governance report 59 Remuneration report 68 DIVIDEND PER SHARE IGNIS ASSET MANAGEMENT Directors’ report 90 IFRS OPERATING PROFIT FINANCIAL INFORMATION 96 53.4p £49m IFRS consolidated financial statements 102 Parent company accounts 197 GROUP IFRS Additional life company asset disclosures 208 OPERATING PROFIT MCEV supplementary information 220 ADDITIONAL INFORMATION 233 For a detailed look at our KPIs Shareholder information 234 £439m INFORMATION ADDITIONAL Turn to page 24 Glossary 237 PHOENIX GROUP HOLDINGS 02 ANNUAL REPORT AND ACCOUNTS 2013 CHAIRMAN’S STATEMENT HOWARD DAVIES Chairman Phoenix is a unique business, with long- During the second half of 2013, we were term predictable cash generation and the engaged in discussions with Swiss Re financial and actuarial expertise to manage Limited (‘Swiss Re’) about the combination 2013 was an eventful and the run-off of in-force policies in a way of Swiss Re’s UK closed life business unit, transformational year, which is beneficial for both policyholders Admin Re with Phoenix. Although we which has positioned the and shareholders. announced in November that these talks had been terminated, we remain convinced Group well for the next We announced at the start of 2013 a that there are other opportunities for phase of its development. comprehensive capital raising and debt Phoenix to grow through M&A, and will I continue to believe in re-terming package which positioned continue to pursue potential transaction the industrial logic of, Phoenix for the next phase of its discussions, if we believe they meet our and societal need for, development. During the year, we continued stated criteria. our business and remain to enhance the value of the business convinced of our ability and accelerate the release of capital. Today we have announced the planned to generate value for I am pleased to report that, once again, divestment of Ignis Asset Management both policyholders Phoenix has either achieved or exceeded to Standard Life Investments subject to and shareholders. its published financial targets. regulatory approval, which will accelerate the achievement of the Group’s planned At our investor day in May, we focused on reduction in gearing and position the Group cash generation, management actions and well for future growth. The Board believes opportunities for growth and talked in detail that the financial benefits of the divestment about the potential market opportunity and the commencement of a long-term for the consolidation of closed life funds strategic asset management alliance with within the UK. We estimate there are over Standard Life Investments, will mean £200 billion of assets within closed funds the Group is well placed to participate in in the UK, and firmly believe there is value future consolidation of the UK closed life to be generated for policyholders and fund market and generate further value shareholders by these funds being owned for shareholders. and managed by a specialist consolidator like Phoenix. However, we will only make acquisitions if they meet our acquisition criteria of being at least MCEV neutral, helping to sustain our dividend and helping to degear the business. INTRODUCTION PHOENIX GROUP HOLDINGS 03 ANNUAL REPORT AND ACCOUNTS 2013 STRATEGIC REPORT GOVERNANCE It is very important to us that our has also notified me of his intention to step policyholders are well looked after and their down from the Board with effect from our returns maximised. The only new business AGM on 30 April 2014. I would like to thank that we write is annuities, which we offer Manjit for his enormous contribution to the to our existing pension policyholders when Group and on behalf of all of the Board, they reach retirement. The recent Budget I would like to wish him well. proposals in respect of pensions are likely Finally, I would like to extend my thanks to have a widespread impact on the annuity to my Phoenix colleagues. Without their market in the UK which may lead to a hard work and commitment, the consistent fundamental shift for the industry. However, delivery of management actions and the writing annuities generates a relatively small achievement of our financial targets would proportion of our IFRS and MCEV operating not be possible. INFORMATION FINANCIAL profits each year and we do not expect the proposals to have a material impact on the It is with great confidence that I look Group’s financial targets. towards the future for Phoenix, and the value which can be generated for At the time of announcing the capital raising policyholders and shareholders alike. and debt re-terming, we announced a 27% increase in the 2012 final dividend to 26.7p per share, and rebased it to a level which the Board considered to be sustainable. The Board has decided to recommend a final dividend for 2013 of 26.7p per share, HOWARD DAVIES in line with this rebased level, bringing the Chairman total dividend for the financial year to 53.4p 25 March 2014 per share. During the year, our number of Board INFORMATION ADDITIONAL members has reduced from 14 to 11. I would like to thank Ian Ashken, Charles Clarke, Alastair Lyons and Hugh Osmond who left the Board during the year, for their substantial contribution during their tenure, and the support they provided, to me as Chairman. I would also like to welcome Alastair Barbour to the Board and to his role as Audit Committee Chairman and to thank our existing Board member, Ian Cormack, for taking on the role of Senior Independent Director following Alastair Lyons’ departure. After nine years with the Group, Manjit Dale PHOENIX GROUP HOLDINGS JUXON HOUSE, LONDON 04 ANNUAL REPORT AND ACCOUNTS 2013 The Group functions operate out of Juxon House. For further details turn to page 14. INTRODUCTION PHOENIX GROUP HOLDINGS 05 ANNUAL REPORT AND ACCOUNTS 2013 STRATEGIC REPORT REPORT STRATEGIC GROUP CHIEF EXECUTIVE 06 OFFICER’S REPORT OUR BUSINESS MODEL 12 OPERATING STRUCTURE 14 OUR STRATEGY 17 FINANCIAL PERFORMANCE 24 KEY PERFORMANCE INDICATORS 24 CASH GENERATION 28 GOVERNANCE GROUP MCEV 31 GROUP IFRS OPERATING PROFIT 34 GROUP ASSETS UNDER MANAGEMENT 38 CAPITAL MANAGEMENT 40 RISK MANAGEMENT 44 CORPORATE RESPONSIBILITY 51 FINANCIAL INFORMATION FINANCIAL ADDITIONAL INFORMATION ADDITIONAL PHOENIX GROUP HOLDINGS 06 ANNUAL REPORT AND ACCOUNTS 2013 GROUP CHIEF EXECUTIVE OFFICER’S REPORT CLIVE BANNISTER Group Chief Executive Officer INTRODUCTION The planned divestment of Ignis Asset 2013 was a year of significant achievements Management, which we announced today, and I am delighted to report a very strong provides Phoenix with significant strategic