Credit Opinion: Old Mutual Plc

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1 Credit Opinion: Old Mutual Plc Global Credit Research - 06 Nov 2015 London, United Kingdom Ratings Category Moody's Rating Rating Outlook STA Senior Unsecured Baa3 Senior Unsecured MTN (P)Baa3 Commercial Paper P-3 LT Issuer Rating Baa3 Subordinate Pref. Stock Ba1 (hyb) Ba2 (hyb) Old Mutual Wealth Life Assurance Limited Rating Outlook Insurance Financial Strength NEG A2 Contacts Analyst Phone Laura Perez Martinez/London Dominic Simpson/London Antonello Aquino/London Key Indicators Old Mutual Plc[1][2] As Reported (British Pound Millions) Total Assets 142, , , , ,552 Total Shareholders' Equity 9,545 9,037 9,773 10,858 11,474 Net income (loss) attributable to common shareholders' , (282) Gross Premiums Written Net Premiums Written Moody's Adjusted Ratios Goodwill & Intangibles % Shareholders' Equity 39.1% 46.1% 46.1% 45.8% 59.6% Financial Leverage 14.9% 14.3% 15.4% 19.1% 21.3% Total Leverage 16.5% 16.8% 18.4% 23.6% 25.5% Earnings Coverage (1 yr.) 15.0x 15.6x 8.9x 7.7x 2.4x [1] Information based on IFRS financial statements as of Fiscal YE December 31 [2] Certain items may have been relabeled and/or reclassified for global consistency Opinion SUMMARY RATING RATIONALE Based in London, Old Mutual plc, rated Baa3 for senior debt with a stable outlook, is the holding company of a

2 diversified group operating in the fields of life assurance, asset management, banking, non-life insurance and other financial services. The group has a particular strong franchise in South Africa and its life operations have strong credit fundamentals, including strong franchise and robust capitalisation. The group's debt ratings are partially constrained by the credit quality of South Africa sovereign (Baa2 stable) due to the substantial operations and investment exposure in South Africa. The group's South African operations represented around two thirds of the group's adjusted operating profit, 67% of dividends remitted to the holding company and around 50% of the group's shareholders' equity (excluding intangibles) at year-end The group has a particularly strong franchise in South Africa, occupying top-tier market positions in life assurance, banking (via its stake in Nedbank) and non-life insurance. The key subsidiaries of Old Mutual plc are Old Mutual Life Assurance Company (South Africa), "OMLAC(SA)" (Baa1 IFSR stable outlook) and Nedbank (baa2 for Baseline Credit Assessment, Baa2/stable for deposit ratings on a global rating scale), both located in South Africa, as well as a non-life insurer Mutual & Federal (not rated). The group has also a sizeable presence in the UK, through Old Mutual Wealth (Old Mutual Wealth Life Assurance Limited, "OMWLAL" (A2 IFSR, negative outlook) and in the US through various asset management operations. On 11 November 2014, Moody's downgraded the group's debt ratings and IFSR of OMLAC(SA) (to Baa3 senior and Baa1 IFSR, respectively, both with a stable outlook), following the announcement of the rating action on South Africa's sovereign rating, which was downgraded to Baa2/stable from Baa1 negative (see relevant press release for further details), as well as the subsequent ratings on the major South African banks (including Nedbank). Notwithstanding the deterioration within the South African sovereign rating, Moody's considers the group to have made good recent progress re its adjusted operating performance and capitalisation, whilst risk management controls have been improving in recent years and the good business and financial fundamentals of OMLAC(SA) continue. At the same time, Moody's also affirmed the A2 IFSR of OMWLAL and revised the outlook to negative from stable (see relevant press release for further details). Credit Profile of Significant Subsidiaries (please also refer to separate Moody's credit opinions on the relevant entities) South African Life The Baa1 Insurance Financial Strength Rating ("IFSR") at Old Mutual Life Assurance Company (South Africa), ("OMLAC(SA)") applies to the company's policyholders liabilities in South African rand and is assigned on a global scale. The rating reflects the company's very strong and resilient, though less dominant, franchise maintained over many years, its solid financial fundamentals in terms of efficiency, capitalisation, and its expertise in the fields of information technology, asset management and product design. Off-setting this to an extent is the non-linked equities exposure, which remains high and is one of the most significant risks for OMLAC(SA), although we note that the flexible liability profile mitigates the effect somewhat. Given OMLACSA's predominant operating exposure in South Africa, the company has sizeable exposure to domestic rand-denominated investments, which we believe partially constrains OMLACSA's credit fundamentals to the creditworthiness of South Africa sovereign rating (Baa2 stable). Furthermore, although OMLACSA's underlying profitability has been relatively good considering the challenging economic environment in South Africa, growth trends in underlying profitability have been impacted by negative persistency (surrenders and lapses) due to the economic slowdown. OMLACSA's Baa1 IFSR is one notch above South African Sovereign rating reflecting the insurer's strong credit fundamentals, its flexible liability profile and its strong capitalisation. OMLAC(SA) is Old Mutual's fully owned South African life assurance subsidiary and the group's largest operation in the country by asset size. The credit fundamentals of OMLACSA are discussed in more detail in the separate credit opinion on OMLACSA. South African Banking Nedbank Limited's (Nedbank) long-term global deposit and senior debt ratings of Baa2 (stable), is consistent with its baseline credit assessment (BCA) of baa2, reflecting the bank's (1) solid local franchise as one of South Africa's four largest banks, with a share of approximately 19% of total assets; (2) its strong financial performance in recent years with a 12.3% increase in 2014 profit; (3) its relatively robust capitalisation buffers with a Tier 1 of 12.1% as of December 2014, although lower than similarly rated global peers; and (4) increased NPL provisioning coverage ratio. Concurrently the ratings also reflects (1) Nedbank's high proportion of short-term wholesale deposit funding and

3 credit risk concentrations - structural issues faced by all major South African banks; and (2) our expectation of new business generation challenges in the context of a subdued South African economy and the likely negative impact on debt affordability of retail and small business borrowers owing to higher interest rates. In addition the bank's BCA is constrained by its sizable holdings of sovereign debt securities that links its creditworthiness to that of the national government (Baa2 stable). The stable outlook assigned to the bank's deposit ratings mainly reflects the stable outlook on the sovereign rating, and our view that the bank's Baa2 rating appropriately balances the pressures from economic headwinds and the mitigating benefits of the bank's earnings and capital buffers. The credit fundamentals of Nedbank are discussed in more detail in the separate credit opinion on Nedbank Limited. Wealth Management Old Mutual Wealth Life Assurance Limited's A2 IFSR ("Old Mutual Wealth" or "OMW") reflects its modest product risk given its significant proportion of unit-linked liabilities and increasing contribution from asset management businesses, modest investment risk levels and strong capitalisation. In addition, OMW has sold negligible volumes of annuities in recent years and therefore we believe it can benefit from pension flexibility reforms following the changes announced in the March Budget report. On 12 November, 2014 Moody's changed the outlook on Old Mutual Wealth to negative from stable. The negative outlook reflects the pressures on Old Mutual Wealth's standalone fundamentals, driven by a gradual decline in recent years in market share of the UK life and long-term savings market, as well as profitability pressures resulting from a narrow product focus historically oriented to highly-competitive and low-margin platform business. Although we recognise that Old Mutual Wealth is addressing these challenges by repositioning the group to become vertically integrated and capturing additional margin in wealth and asset management businesses, our negative outlook reflects the execution risk in turning around the profitability to levels consistent to similarly rated peers, given the fierce competition in the UK's retail investment industry. Please refer to the relevant press release for more information. US Asset Management The group's US asset management business provides central and back office support to a range of smaller investment management subsidiaries, enabling experienced managers to focus on their area of expertise whilst achieving the economies of scale of a large asset management group. In Moody's opinion, the boutique structure of Old Mutual's US asset management business leads to a somewhat different set of operational risks than those seen in more traditional asset manager structures, generating a need for particularly strong governance and management systems. The US asset management business consists of OMAM (funds under management $209 billion at Q3 2015) and Rogge (funds under management $38 billion at Q3 2015). Net client cash flows at OMAM have consistently improved from historical levels, although they will likely remain subject to the inherent volatility in active asset management business. Nevertheless, Rogge has consistently reported large net outflows in recent years as a result of investment underperformance and turnover of senior personnel turnover. On 22 June 2015, OMAM announced the closing of an underwritten public offering of 15,295,000 of its ordinary shares. The shares were sold by Old Mutual plc ("Old Mutual") at a public offering price of $17.50 per share. Old Mutual realised gross proceeds less the underwriting discount from the offering of $257 million. Following the sale, Old Mutual now owns 65.8% of OMAM, down from its previous stake of 78.8% at the time of the partial IPO in October Credit Strengths - Strong franchise in mature South African financial services. - Good business and financial fundamentals of OMLAC(SA). - Low financial leverage and strong earnings coverage - Relatively diversified business profile by product - banking, life insurance- and to some extent geographically, particularly considering dividends remitted to holding company Credit Challenges

4 - Concentration in South African operations, whose credit quality we view partially linked to South Africa's sovereign rating (Baa2 stable) - Fungibility of the group's cash and capital given the significant proportion of the group's operations in South Africa - Improving Wealth Management profitability - Consistently improving Institutional asset management net client cash flow Rating Outlook The outlook is stable in line with the outlook of South Africa sovereign rating. What to watch for: - South Africa's macroeconomic environment and South Africa's sovereign rating - Implementation of Solvency II and fungibility of cash and capital - Integrating Old Mutual Wealth's acquired business What Could Change the Rating - Down Moody's added that a negative rating action for OMLAC(SA) and/or Old Mutual Plc could occur in the event of (1) a further negative rating action on South Africa's sovereign rating; (2) although not anticipated in the near-term due to the stable outlook, a material further deterioration in the creditworthiness of Nedbank and/or the rest of the South African banking sector; (3) a meaningful reduction in the group's business and geographic diversification; and/or (4) a failure to sustain hard interest cover of at least 2x. What Could Change the Rating - Up Given the stable outlook, an upgrade of Old Mutual's ratings is considered unlikely in the near-term. However, in the longer term, the ratings could rise if ; (1) an upgrade of South Africa's sovereign rating were to occur, (2) the IFSR's of OMLAC(SA) and OMWLAL and/or the BCA of Nedbank were upgraded; (3) consistently low financial leverage (less than 20%) and sustained good earnings coverage (above 8x) are delivered; and/or (4) Old Mutual delivers sustained return on capital levels of at least 10%. Notching Considerations The Ba1(hyb) subordinated debt ratings are one notch below Old Mutual s senior debt rating, in line with our notching practice for subordinated debt issued from the holding company, and reflect (i) the subordination of the bonds (ii) the optional and mandatory coupon skip mechanisms and (iii) the cumulative nature of deferred coupons, in case of deferral. The continued positioning of the OMLA(SA) IFSR at one notch, rather than the prior two notches, above the sovereign, reflects Moody's view that as the South African economic environment deteriorates, as reflected by the sovereign downgrade, this places increasing pressure on sales opportunities and underlying earnings in the South African life market, as well as increasing the downside risk to asset values that OMLAC(SA) may not be able to share to the same extent with policyholders. The rating positioning also reflects OMLAC(SA)'s very heavy domestic focus. Notwithstanding this rating action, OMLAC(SA) remains one of the highest rated financial institutions within South Africa. Capital Structure and Liquidity As a significant proportion of the group's principal operating activities are domiciled in South Africa, Old Mutual plc remains somewhat exposed to restrictions on foreign exchange transfers out of South Africa. In Moody's view, this reduces the fungibility of any liquidity available in the South African operations, increasing the need for robust liquidity arrangements at holding company level. The vast majority of external financial debt is issued by the UK holding company, and the main sources for servicing debt and any shareholder dividends are the cash flows arising from the mature South African operations, the US asset management operations and UK Wealth Management operations. The holding company manages foreign currency risks through non-rand denominated dividends received from subsidiaries ("hard currency"

5 dividends ) typically covering the interest expense of the debt issued at the holding company level together with central costs, whilst the South African dividends will cover the group's dividend. Nevertheless, we note that the South African life operations have issued debt recently ( 425 million outstanding debt issued from OMLACSA as of 30 September 2015). During the first nine months 2015, OMLACSA issued 216 million of subordinated debt. On 3 November, 2015 Old Mutual issued 450 million dated subordinated notes issue with a bullet maturity of 10 years. The debt issuance will support the group's regulatory capitalisation ahead of the call of outstanding EUR374 million perpetual upper tier 2 notes which the group announced were called on the 4th November As a result we expect financial leverage to deteriorate slightly, but still remain strong, at an estimated 18% on a pro-forma basis at 1H2015, when adjusting for the current debt issuance, the upper tier 2 notes that will be called in November and the rand issuance in March and September 2015, up from 15% as at YE2014. Excluding Nedbank's shareholders' equity, which we regard as less likely to be available to support Old Mutual's holding company debt, financial leverage is higher at an estimated pro-forma 29% as at 1H2015 post debt issuance (YE 2014: 26%), but remains fully commensurate with the rating level. Since a significant proportion of the group's principal operating activities are domiciled in South Africa, Old Mutual plc remains somewhat exposed to restrictions on foreign exchange transfers out of South Africa. In Moody's view, this reduces the ability to recognise excess capital in the South African operations due to the fungibility and transferability rules applied under Solvency II and will likely lead to a reduction in the group's reported capitalisation under Solvency II, both compared to the Financial group Directive under Solvency I (30 September 2015: 150%) and the group's economic capital model (YE2014: 226%). Old Mutual intends to apply the standard formula approach for the purposes of Solvency II. The standard formula model will be applied in determining regulatory capital requirements for Solvency Assessment Management (in South Africa). As UK is moving towards a vertically integrated retail investment business, the internal model approval is less relevant. Old Mutual reported a strong set of results in the first-half of 2015 despite the economic slowdown in South Africa. The group's IFRS adjusted operating profit grew strongly by 20% to 904 million in 1H 2015 on a constant exchange rate basis (19% growth on an actual exchange rates) compared to previous first-half On a bottom line basis, the group's profit after tax from continuing operations improved to 440million in 1H 2015 from 346milion in 1H 2015.These results reflect the resilience of the group's profitability in the South African operations, both banking and insurance, to the challenging economic environment. The dividends remitted to the holding company increased to 288 million at H1 2015, up from 241 million in the previous half-year, with greater remittances from both rand and non-rand denominated operations ("hard currency dividends"). Hard currency dividends increased to 85 million at H1 2015, up from 61 million driven by a significant increase in the dividends received from Old Mutual Wealth whose remittance ratio (dividends remitted to the holding as a proportion of adjusted operating profit) increased to 43% (H1 2014: 1%, YE 2014: 47%). Going forward, we expect Old Mutual Wealth's remittance ratio to rise as the business completes its investment phase. In aggregate, Moody's regards additional liquidity resources which could be drawn upon if necessary as an important rating factor. In Moody's view, these remain relatively modest with liquid assets held centrally of 550 million at H (YE 2014: 1003 million). This decline in liquid assets from year-end levels is driven by the payment for the acquisition of Quilter Cheviot in the first half of the year. The group holding company also has access to an undrawn committed facility of 0.8 billion of available liquidity at year-end 2014 maturing in 2020, with the potential to extend to Overall, the group's borrowing facilities include the 800 million revolving credit facility - utilisation being nil of drawn debt- and a 600 million Euro CP program (rated P-3 which is currently un-drawn). The group's earnings coverage and more importantly hard interest coverage (earnings coverage excluding South African earnings) have significantly improved in recent years driven by a combination of lower interest cost and earnings growth. Old Mutual's earnings coverage and hard interest coverage (excluding South African earnings) has improved significantly in recent years thanks to the significant group's deleveraging. At H1 2015, Old Mutual reported continuing strong interest cover of 15.5x (YE 2014: 16.8x),according to the group's calculations, and a good hard interest cover at 5.5x in 1H 2015 (YE 2014: 4.3x). Old Mutual's debt structure remains a mix of senior, dated subordinated, perpetual subordinated and preferred securities- the profile of debt maturities is well spread across future years.

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