Prudential : Form 20-F

As filed with the Securities and Exchange Commission on 26 March 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

• ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

• ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended 31 December 2023

  OR

• ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

• ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-15040

PRUDENTIAL PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in its Charter)

England and Wales

(Jurisdiction of Incorporation)

13th Floor, One International Financial Centre, 1 Harbour View Street, Central, Hong Kong

(Address of Principal Executive Offices)

Rebecca Wyatt, Chief of Financial & Capital Reporting [phone],[e-mail]

1 Angel Court, London EC2R 7AG, England

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each ClassAmerican Depositary Shares, each representing 2 Ordinary Shares, 5 pence par value each Ordinary Shares, 5 pence par value each

3.125% Senior Notes due 2030 issued by Prudential Funding (Asia) plc 3.625% Senior Notes due 2032 issued by Prudential Funding (Asia) plc

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Trading SymbolPUK PUK/D PUK30 PUK32

The number of outstanding shares of each of the issuer's classes of capital or common stock as of 31 December 2023 was

2,753,520,756 Ordinary Shares, 5 pence par value each

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Name of Each Exchange on Which RegisteredNew York Stock Exchange New York Stock Exchange* New York Stock Exchange New York Stock Exchange

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☒ Yes ☐ No

☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ YesNoneNoneNo

☐

NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

☐ Item 17 ☐

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes

☒ No

* Not for trading, but only in connection with the registration of American Depositary Shares.

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Table of contents

Summary of our business 10

Our business at a glance 10

Our clear and simple strategy 12

Market review 14

Strategy in Action 16

Group-wide enablers 17

Company Address and Agent 17

Dividend Data 18

EEV Basis, New Business Profit, Free Surplus Generation and Group Adjusted Operating Profit 18

Competition 19

Sources 19

Strategic and operating review 20

Business Model 26

Financial review 28

Overview 28

Summary Consolidated Results and Basis of Preparation of Analysis 29

Determining Adjusted Operating Profit of Operating Segments 32

Explanation of Performance and Other Financial Measures 35

Investments 39

Additional Information on Liquidity and Capital Resources 40

Segment discussion 41

Risk review 52

Introduction 52

Risk governance 52

The Group's principal risks 54

Risk factors 64

Supervision and regulation of prudential 76

Global regulatory developments and trends 76

Disclosure obligations under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 77

Prudential in Asia 77

Prudential in Africa 81

Governance 82

Governance at a glance 82

Board governance structure 83

Our leadership 84

How we operate 92

Committee reports 102

Audit Committee Financial Expert 119

Governance - Differences between Prudential's Governance Practice and the NYSE Corporate Governance Rules 119

Memorandum and Articles of Association 120

Code of Ethics 123

Compensation and employees 124

Our Executive Directors' remuneration at a glance 124

Annual report on remuneration 126

Additional remuneration disclosures 141

Share Ownership 143

Employees 143

Additional information 144

Significant Subsidiaries 144

Major Shareholders 144

Intellectual Property 144

Legal Proceedings 145

Material Contracts 145

Exchange Controls 145

Taxation 145

Documents on Display 148

Controls and Procedures 148

Listing Information 149

Description of Securities Other than Equity Securities 149

Purchases of Equity Securities by Prudential plc and Affiliated Purchasers 150

Principal Accountant Fees and Services 150

Change in Registrant's Certifying Accountant 150

Limitations on Enforcement of US Laws Against Prudential, Its Directors, Management and Others 150

Financial statements 151

Consolidated Financial Statements 151

Condensed Financial Information of Registrant 258

Additional Unaudited Financial Information 266

Exhibits 275

Cross references to form 20-F requirements

Item

20-F Form Requirements

Item 1

Identity of Directors, Senior Management and Advisers

Item 2

Item 3

Offer Statistics and Expected Timetable n/a Key Information

Capitalisation and indebtedness

Reasons for the offer and use of proceeds

Risk Factors

Item 4

Information on the Company History and development of the company

Business overviewOrganisational structureProperty, plants and equipment

Item 4A

Item 5

Unresolved Staff Comments Operating and Financial Review and Prospects

Operating results

Liquidity and capital resourcesResearch and development, patents and licenses, etc

Trend information

Critical Accounting Estimates

Item 6

Directors, Senior Management and Employees

Directors and senior management Compensation

Board PracticesEmployees Share ownership

Section in this Annual Report on Form 20-F n/a

n/a n/aRisk Factors

• • Our Business at A Glance

• • Company Address and Agent

• • Documents on display

• • Strategic and Operating Review

• • Our Strategy

• • Our Business Model

• • Strategic and Operating Review

• • Segment discussion

• • Competition

• • Sources

• • Supervision and Regulation of Prudential

• • Investments

• • EEV Basis, New Business Profit, Free Surplus Generation and Group Adjusted Operating Profit

• • Our business model

• • Significant SubsidiariesNote C10 to the Consolidated Financial Statementsn/a

• • Strategic and Operating Review

• • Summary Consolidated Results and Basis of Preparation Analysis

• • Determining Adjusted Operating Profit of Operating Segments

• • Explanation of Performance and Other Financial Measures

• • Explanation of Performance and Other Financial Measures

• • Additional Information on Liquidity and Capital Resources

• • Note D4 to the Consolidated Financial Statements

n/a

• • Strategic and Operating Review

• • Explanation of Performance and Other Financial Measures

• • Note A3 to the Consolidated Financial StatementsBoard of Directors Compensation and Employees:

• • Our Executive Directors' remuneration at a glance

• • Annual report on remuneration

• • Summary of current Directors' remuneration policy

• • Additional remuneration disclosure

• • How we operate

• • Committee ReportsEmployees Share ownership

Page

64

10

17

148

20

20

26

20

41

19

19

76

39

18 26 144 241

20

29

32

35

35

40

243

20 35 172

84 124 124 126

141

92

102

143

143

ItemItem 7

Item 8

Consolidated statements and other financial information

Significant changes

Item 9

Item 10

Memorandum and Articles of Association

Material contracts

Exchange controls

Dividends and paying agents

Statement by experts

Documents on display

Subsidiary information

Annual report to security holders

Item 11

Item 12

Item 13

Item 14

Item 15

20-F Form Requirements

Disclosure of a registrant's action to recover erroneously awarded compensation

Major Shareholders and Related Party Transactions

Major shareholders Related party transactions Interests of Experts and CounselFinancial Information

The Offer and Listing Additional Information

Share capital

Taxation

Section in this Annual Report on Form 20-F n/a

Major Shareholders

Note D3 to the Consolidated Financial Statements n/a

• • Financial Statements

• • Intellectual Property

• • Legal Proceedingsn/aListing Informationn/a

Memorandum and Articles of Associationn/a

Exchange controls Taxation n/a n/a

Documents on Display n/a

Submitted separatelyQuantitative and Qualitative Disclosures • Risk Reviewabout Market RiskDescription of Securities Other than Equity Securities

Defaults, Dividend Arrearages and Delinquencies

Material Modifications to the Rights of Security Holders and Use of ProceedsControls and Procedures

• • Note C6 to the Consolidated Financial StatementsDescription of Securities Other than Equity Securitiesn/an/aControls and ProceduresItem 16A Audit Committee Financial Expert Item 16B Code of Ethics

Audit Committee Financial Expert Code of Ethics

Item 16C Principal Accountant Fees and Services Principal Accountant Fees and ServicesItem 16D Exemptions from the Listing Standards for Audit Committees

Item 16E Purchases of Equity Securities by

Prudential plc and Affiliated Purchasers Item 16F Change in Registrant's Certifying

Accountant

Item 16G Corporate Governance

Item 16H Mine Safety Disclosure

Item 16I Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections Item 16K Cybersecurity

Item 17

Item 18

Item 19

Financial Statements Financial Statements Exhibits

n/aPurchases of Equity Securities by Prudential plc and Affiliated PurchasersChange in Registrant's Certifying AccountantDifferences between Prudential's Governance Practice and the NYSE Corporate

Governance Rules

n/a n/a

• • Risk Review

• • Risk Factorsn/a

Financial Statements Exhibits

Page

144 243

151 144 145 149

120

145 145

148

52 233 149

148 119 123 150

150

150

119

52 64 151 275

As used in this document, unless the context otherwise requires, the terms 'Prudential', 'Prudential Group', the 'Group', 'we', 'us' and 'our' each refer to Prudential plc together with its subsidiaries, while the terms 'Prudential plc', the 'Company' and the 'parent company' each refer to 'Prudential plc'.

This 2023 Annual Report may include references to our website. Information on our website or any other website referenced in the Prudential 2023 Annual Report is not incorporated into this Form 20-F and should not be considered to be part of the Form 20-F. We have included any website as an inactive textual reference only.

Forward-looking statements

This document contains 'forward-looking statements' with respect to certain of Prudential's (and its wholly and jointly owned businesses') plans and its goals and expectations relating to future financial condition, performance, results, strategy and objectives. Statements that are not historical facts, including statements about Prudential's (and its wholly and jointly owned businesses') beliefs and expectations and including, without limitation, commitments, ambitions and targets, including those related to sustainability (including ESG and climate-related) matters, and statements containing the words 'may', 'will', 'should', 'continue', 'aims', 'estimates', 'projects', 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates', and words of similar meaning, are forward-looking statements. These statements are based on plans, estimates and projections as at the time they are made, and therefore undue reliance should not be placed on them. By their nature, all forward-looking statements involve risk and uncertainty.

A number of important factors could cause actual future financial condition or performance or other indicated results to differ materially from those indicated in any forward-looking statement. Such factors include, but are not limited to:

current and future market conditions, including fluctuations in interest rates and exchange rates, inflation (including resulting interest rate rises), sustained high or low interest rate environments, the performance of financial and credit markets generally and the impact of economic uncertainty, slowdown or contraction (including as a result of the Russia-Ukraine conflict, conflict in the Middle East, and related or other geopolitical tensions and conflicts), which may also impact policyholder behaviour and reduce product affordability;

• - asset valuation impacts from the transition to a lower carbon economy;

• - derivative instruments not effectively mitigating any exposures;

• - global political uncertainties, including the potential for increased friction in cross-border trade and the exercise of laws, regulations and executive powers to restrict trade, financial transactions, capital movements and/or investment;

• - the longer-term impacts of Covid-19, including macro-economic impacts on financial market volatility and global economic activity and impacts on sales, claims (including related to treatments deferred during the pandemic), assumptions and increased product lapses;

• - the policies and actions of regulatory authorities, including, in particular, the policies and actions of the Hong Kong Insurance Authority, as Prudential's Group-wide supervisor, as well as the degree and pace of regulatory changes and new government initiatives generally;

• - the impact on Prudential of systemic risk and other group supervision policy standards adopted by the International Association of Insurance Supervisors, given Prudential's designation as an Internationally Active Insurance Group;

• - the physical, social, morbidity/health and financial impacts of climate change and global health crises, which may impact Prudential's business, investments, operations and its duties owed to customers;

• - legal, policy and regulatory developments in response to climate change and broader sustainability-related issues, including the development of regulations and standards and interpretations such as those relating to sustainability (including ESG and climate-related) reporting, disclosures and product labelling and their interpretations (which may conflict and create misrepresentation risks);

• - the collective ability of governments, policymakers, the Group, industry and other stakeholders to implement and adhere to commitments on mitigation of climate change and broader sustainability-related issues effectively (including not appropriately considering the interests of all Prudential's stakeholders or failing to maintain high standards of corporate governance and responsible business practices);

• - the impact of competition and fast-paced technological change;

• - the effect on Prudential's business and results from mortality and morbidity trends, lapse rates and policy renewal rates;

• - the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries;

• - the impact of internal transformation projects and other strategic actions failing to meet their objectives or adversely impacting the Group's operations or employees;

• - the availability and effectiveness of reinsurance for Prudential's businesses;

• - the risk that Prudential's operational resilience (or that of its suppliers and partners) may prove to be inadequate, including in relation to operational disruption due to external events;

• - disruption to the availability, confidentiality or integrity of Prudential's information technology, digital systems and data (or those of its suppliers and partners) including the Pulse platform;

• - the increased non-financial and financial risks and uncertainties associated with operating joint ventures with independent partners, particularly where joint ventures are not controlled by Prudential;

• - the impact of changes in capital, solvency standards, accounting standards or relevant regulatory frameworks, and tax and other legislation and regulations in the jurisdictions in which Prudential and its affiliates operate; and

• - the impact of legal and regulatory actions, investigations and dispute

These factors are not exhaustive. Prudential operates in a continually changing business environment with new risks emerging from time to time that it may be unable to predict or that it currently does not expect to have a material adverse effect on its business. In addition, these and other important factors may, for example, result in changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. Further discussion of these and other important factors that could cause actual future financial condition or performance to differ, possibly materially, from those anticipated in Prudential's forward-looking statements can be found under the 'Risk Factors' heading of this document.

Any forward-looking statements contained in this document speak only as of the date on which they are made. Prudential expressly disclaim any obligation to update any of the forward-looking statements contained in this document or any other forward-looking statements it may make, whether as a result of future events, new information or otherwise except as required pursuant to the UK Prospectus Rules, the UK Listing Rules, the UK Disclosure Guidance and Transparency Rules, the Hong Kong Listing Rules, the SGX-ST Listing Rules or other applicable laws and regulations.

Prudential may also make or disclose written and/or oral forward-looking statements in reports filed with or furnished to the US Securities and Exchange Commission, the UK Financial Conduct Authority, the Hong Kong Stock Exchange and other regulatory authorities, as well as in its annual report and accounts to shareholders, periodic financial reports to shareholders, proxy statements, offering circulars, registration statements, prospectuses, prospectus supplements, press releases and other written materials and in oral statements made by directors, officers or employees of Prudential to third parties, including financial analysts. All such forward-looking statements are qualified in their entirety by reference to the factors discussed under the 'Risk Factors' heading of this document.

8

Cautionary Statements

This document does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell or dispose of, any securities in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

9

Summary of our business Our business at a glance

A trusted partner for millions

Our life and health insurance and asset management solutions benefit over 18 million customers across 24 markets in Asia and Africa. We are headquartered in Hong Kong, and have dual primary listings on the Stock Exchange of Hong Kong (2378) and the London Stock Exchange (PRU).

Our markets

Life insurance - offering a range of products including health and protection Asset management

10