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MMI HOLDINGS LIMITED - MMI Holdings Unaudited Group Results for the six months ended 31 December 2012

Release Date: 06/03/2013 07:05
Code(s): MMI     PDF:  
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MMI Holdings Unaudited Group Results for the six months ended 31 December 2012

MMI Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2000/031756/06
JSE share code: MMI
NSX share code: MIM
ISIN: ZAE000149902
("MMI" or "the company")


MMI HOLDINGS UNAUDITED GROUP RESULTS
for the six months ended 31 December 2012

FOCUSED HIGHLIGHTS

VALUE OF NEW BUSINESS up 18% to R340 million
EXPENSE BASE reduced by R256 million
CORE HEADLINE EARNINGS up 16% to 94 cents per share
Interim DIVIDEND up 16% to 51 cents per share
CAPITAL BUFFER of R3.8 billion
Annualised RETURN on EMBEDDED VALUE of 20%

OVERVIEW OF OPERATIONS AND PROSPECTS

NATURE OF ACTIVITIES

MMI Holdings is a South African-based financial services group that provides a wide range of products and
services to clients locally and in selected African countries. The core activities of MMI are long- and 
short-term insurance (upper, middle and lower income groups), investments, employee benefits, healthcare 
administration and health risk management.

OPERATING ENVIRONMENT

Equity markets rose strongly during the reporting period while long bond interest rates closed slightly 
lower. Overall consumer confidence remained fragile, labour unrest increased and employment levels 
continued to be under pressure. Despite some positive economic signals, local operating conditions 
remained challenging.

GROUP RESULTS

- The embedded value of R33.5 billion (2 086 cents per share), after allowing for the R2.1 billion final
  and special dividend paid to shareholders, generated an impressive annualised return on embedded value
  for shareholders of 20%.
- Diluted core headline earnings increased by 16% to R1 501 million for the period. The contribution from
  operating divisions increased 39% to R1 106 million.
- A positive net cash flow from policyholders was recorded for the period.
- The transactions to acquire 55% of Eris Properties and the remaining 50% in Momentum Short-Term Insurance
  (MSTI) became unconditional during the period.
- The full results of Momentum Namibia and MSTI were included for the first time, while MMI's share of Eris
  Properties' results was included from the effective date of acquisition.

MERGER BENEFITS

- The legal amalgamation of the Metropolitan and Momentum long-term insurance licences into MMI Group is
  progressing, subject to regulatory approvals.
- The Metropolitan and Momentum client-facing brands remain unchanged.
- Group and divisional strategies have been entrenched and collaboration initiatives between divisions 
  implemented.
- The targeted merger savings of R500 million are on track, with a reduction of R256 million recorded to 
  date.
- Overall, the benefits envisaged as part of the merger rationale are being realised.

CAPITAL STRENGTH

- MMI actively manages its capital resources within a defined risk appetite and balances the interests of
  all stakeholders.
- The group remains actively involved and committed to the Regulator's Solvency Assessment and Management
  (SAM) project.
- A capital buffer of R3.8 billion was recorded at 31 December 2012, after allowing for strategic growth 
  initiatives and the interim dividend. The impact of SAM on the capital buffer will continually be 
  assessed.
- The group is comfortable that its present level of capital is appropriate in the current environment; 
  this position is evaluated on an ongoing basis.

OVERVIEW OF OPERATIONS

MOMENTUM RETAIL

- New business, on an annual premium equivalent (APE) basis and excluding non-covered business, increased
  by 10% to exceed R1 billion for the half-year.
- The new business margin, on a present value of premiums (PVP) basis, while boosted by a 10% increase in
  volume and controlled expense management, only increased marginally to 1.1% as a result of the mix of
  business favouring lower-margin single premium products.
- Good risk experience was recorded during the period.
- As a result, operating profit for the period increased by 38% to R522 million.

METROPOLITAN RETAIL

- Recurring premium new business maintained the high levels recorded in the prior year.
- Single premium income from continuing business increased by 20%.
- The value of new business increased marginally to R153 million, at a PVP margin of 5.3%, on the back of
  strong production and good new business expense management.
- The 2011 results included new business and profits from a poor-performing group scheme that was
  subsequently terminated.
- At R242 million, operating profit for the period was 19% higher.

MOMENTUM EMPLOYEE BENEFITS

- Total new business of R566 million, on an APE basis, was recorded for the half-year.
- A couple of large single premium new business policies were secured during the period. Recurring premium 
  new business is traditionally slow in the first half of the year.
- Increased single premium annuity business was a large contributor to the higher value of new business.
- Client retention interventions resulted in better persistency across all product lines while improved 
  risk profit performance, with a recovery in disability experience, contributed to positive operating 
  experience variances.
- The division's expense-to-income ratio has improved through merger-related efficiencies.
- Operating profit for the period increased by 65% to R163 million.

METROPOLITAN INTERNATIONAL

- New business increased by 32% to R170 million on an APE basis, with improved contributions from all
  operations.
- The value of new business followed the same trend, increasing from R13 million to R28 million.
- Lives under administration in the health business decreased by 3% to 381 000, while claims ratios 
  improved as a result of successful re-pricing.
- Good progress has been made strategically and operationally and the business is well positioned to 
  continue growing in the twelve countries outside South Africa.
- Operating profit of R39 million was recorded for the half-year, compared to a R3 million loss in the 
  prior period.

MOMENTUM INVESTMENTS

- Equity performance showed satisfactory improvement during the period. Further work is required on 
  the performance of institutional balanced mandates.
- The retail offerings are gaining traction in the market.
- The unconstrained strategies team was launched.
- A transaction to acquire control of the Eris Property Group was concluded.
- Operating profit for the period increased by 19% to R74 million.

METROPOLITAN HEALTH

- Good growth was recorded in both the Momentum Health open scheme and the Government Employees
  Medical Scheme.
- Revenue growth was restricted by the loss of a few smaller corporate schemes.
- Merger-related efficiencies contributed to improved operational efficiencies.
- The business continued positioning itself for health reforms.
- Operating profit increased 14% to R66 million.

PROSPECTS

- The strategic focus of the MMI group has shifted from integration to growth initiatives.
- Each division has implemented plans and processes to identify and optimise structures, operations,
  target markets,distribution channels and product offerings.
- Growth in new business volumes will, however, remain dependent on the economic environment, including
  a recovery in employment and stronger disposable income levels.
- Ongoing uncertainties from local labour and the Eurozone could have a negative impact on business 
  confidence in the markets where we operate.
- The board of MMI Holdings believes that the group has appropriate strategies to unlock value and 
  generate a satisfactory return on capital for shareholders over time.

DIRECTORS' STATEMENT

The directors take pleasure in presenting the unaudited abridged interim results of MMI Holdings financial
services group for the period ended 31 December 2012. The preparation of the group's results was supervised
by the group finance director, Preston Speckmann, BCompt (Hons), CA(SA).

Corporate events and amalgamations

The transactions to acquire 55% of Eris Properties and the remaining 50% in Momentum Short-Term Insurance
(MSTI) became unconditional during the current period.

As a preparatory step for the proposed legal amalgamation of the life insurance licences of Metropolitan 
Life Limited and Momentum Group Limited, Momentum Group Limited has changed its name to MMI Group Limited.

Basis of presentation of financial information

These results have been prepared in accordance with International Accounting Standard 34 (IAS 34) ­ Interim
financial reporting; the South African Companies Act of 2008; and the Listings Requirements of the JSE 
Limited (JSE).
                                                                                                                    
The accounting policies of the group are in terms of International Financial Reporting Standards (IFRS) and
have been applied consistently to all the periods presented. The preparation of financial statements is in 
accordance with and contains the information required by IFRS and the AC 500 standards, as issued by the 
Accounting Practices Board or its successor, which requires the use of certain critical accounting estimates
as well as the exercise of managerial judgement in the application of the group's accounting policies. Such 
critical judgments and accounting estimates are disclosed in detail in the group's integrated report for the
year ended 30 June 2012, including changes in estimates that are an integral part of the insurance business. 
The group is exposed to financial and insurance risks, details of which are also provided in the group's 
integrated report.

Segmental information

The group operates through the following divisions: Momentum Retail, Metropolitan Retail, Momentum Employee
Benefits, Metropolitan International, Momentum Investments, Metropolitan Health and shareholder capital (which
includes the balance sheet management business unit).

Reclassifications

The December 2011 and June 2012 results have been restated for the following reclassifications:

- Investments in collective investment schemes where the group holds between 20% and 50% of the issued
  units were previously disclosed as investments in associates. These investments have always been
  designated at fair value through income using the scope exemption in IAS 28 and disclosed as part of the
  investment in associates. Totalling R8 376 million as at 31 December 2011, these investments have been
  reallocated to financial instruments ­ investments in associates designated at fair value through income as
  this better reflects the nature thereof. The investment in associates' balance has therefore been restated 
  from R8 663 million to R287 million.
- Carry positions of R1 304 million as at 31 December 2011, previously included in financial liabilities
  designated at fair value through income, have been set off against the assets designated at fair value through
  income as a result of further alignments and judgements related to financial instruments within the MMI group.
  The financial liabilities designated at fair value through income have therefore been restated from R13 085
  million to R11 781 million and financial assets designated at fair value through income from R230 315 million
  to R229 011 million, respectively.
- The liquidity of certain items on the statement of financial position was also re-assessed, which resulted in
  reinsurance contracts and insurance and other receivables being moved on the statement of financial
  position.
- Further alignments within financial assets, regarding classification, have been made in the current period and
  as a result certain 31 December 2011 and 30 June 2012 balances have been restated. These alignments did
  not result in a change to the statement of financial position but only to certain detailed financial asset 
  related tables.
- The comparative segmental information for December 2011 and June 2012 has been restated, where
  appropriate, to ensure alignment with the way in which the chief operating decision-maker, being the MMI
  executive committee, monitors and evaluates the performance of the various segments of the business.
These restatements had no impact on the current or prior reported earnings, diluted earnings or headline 
earnings per share, nor on the net asset value or the statement of cash flows.

Standards and interpretations of published standards effective for the period ended 31 December 2012 and 
relevant to the group

- The following amendment to a standard became effective for the first time in the current period and had no
  impact on the group's earnings: IAS 1 (amendment) ­ Presentation of financial statements: presentation of 
  items of other comprehensive income.
- The following amendment to a standard is effective for annual periods beginning on or after 1 January 2012, 
  but was early adopted by the group for the June 2011 financial period: IAS 12 (amendment) ­ Income taxes: 
  deferred tax ­ recovery of underlying assets.

Corporate governance

The board has satisfied itself that appropriate principles of corporate governance were applied throughout the
period under review.

Directorate changes and directors' shareholding

John Newbury retired as a non-executive director on 26 November 2012 and we thank him for his invaluable
input and support of the group over many years. On the same date, Ms N Motsei was appointed executive
director to the board. All transactions in listed shares of the company involving directors were disclosed on
SENS as required.

Capital commitments and contingent liabilities

The group had no material capital commitments at 31 December 2012. The group is party to legal proceedings
in the normal course of business, and appropriate provisions are made when losses are expected to materialise.

Events after the reporting period

No material events occurred between the reporting date and the date of approval of the interim results.

Dividend declaration for the interim period
Ordinary shares

The dividend policy for ordinary listed shares, approved by the directors, is to provide shareholders with 
stable dividend growth, increasing to reflect the board's long-term view on the expected underlying basic core
headline earnings growth. Exceptions will be made from time to time, in order to account for, inter alia, 
volatile investment markets, capital requirements and changes in legislation.

On 5 March 2013 a gross interim dividend of 51 cents per ordinary share was declared, payable out of income
reserves to all holders of ordinary shares recorded in the register of the company at the close of business on
Thursday, 28 March 2013 and will be paid on Tuesday, 2 April 2013. The dividend will be subject to local 
dividends withholding tax at a rate of 15% unless the shareholder is exempt from paying dividend tax or is 
entitled to a reduced rate. The STC credits utilised per share amount to 0.35597 cents per ordinary share. This
will result in a net dividend, for those shareholders who are not exempt from paying dividend tax, of 43.40340 
cents per ordinary share.

MMI's income tax number is 975 2050 147 and the number of ordinary shares in issue at the declaration date was
1 569 803 700. The last day to trade cum dividend will be Wednesday, 20 March 2013. The shares will trade ex
dividend from the start of business on Friday, 22 March 2013. Share certificates may not be dematerialised or
rematerialised between Friday, 22 March and Thursday, 28 March 2013, both days inclusive.

Where applicable, dividends in respect of certificated shareholders will be transferred electronically to 
shareholders' bank accounts on payment date. In the absence of specific mandates, dividend cheques will be 
posted to certificated shareholders on or about payment date. Shareholders who hold dematerialised shares will
have their accounts with their CSDP or broker credited on the payment date.

Preference share dividend

Dividends of R22.6 million (132 cents per share p.a.) were declared on the unlisted A3 MMI preference shares. 
The declaration rate was determined as set out in the company's articles and the total preference dividend 
utilised STC credits of R157 949.


Signed on behalf of the board


JJ Njeke                            Chairman

Nicolaas Kruger                     Group chief executive officer


Centurion

6 March 2013


DIRECTORS: MJN Njeke (chairman), JP Burger (deputy chairman), NAS Kruger (group chief executive officer), 
FW van Zyl (deputy group chief executive officer), PE Speckmann (group finance director), N Motsei (executive),
L Crouse, RB Gouws, F Jakoet, Prof JD Krige, PJ Moleketi, SA Muller, V Nkonyeni, SE Nxasana, KC Shubane, 
FJC Truter, BJ van der Ross, JC van Reenen, M Vilakazi 

SECRETARY: FD Jooste 

www.mmiholdings.com

TRANSFER SECRETARIES: Link Market Services SA (Pty) Ltd (registration number 2000/007239/07) 
Rennie House, 13th Floor, 19 Ameshoff Street, Braamfontein 2001. PO Box 4844, Johannesburg 2000 
Telephone: +27 11 713 0800 E-mail: info@linkmarketservices.co.za 

SPONSOR: Merrill Lynch South Africa (Pty) Ltd

REGISTERED OFFICE: 268 West Avenue, Centurion

JSE CODE: MMI NSX CODE: MIM ISIN NO. ZAE0001149902


IFRS FINANCIAL INFORMATION

                                                                                     Restated 
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION           31.12.2012        31.12.2011         30.06.2012

                                                                         Rm                Rm                 Rm

ASSETS

Intangible assets                                                     12 097            11 935            11 998
Owner-occupied properties                                              1 504             1 446             1 464
Property and equipment                                                   316               321               321
Investment properties                                                  5 766             6 140             5 415
Investment in associates                                                  68               287               127
Employee benefit assets                                                  308               387               302
Financial instrument assets (1)                                      288 235           246 993           260 883
Reinsurance contracts                                                  1 565             1 337             1 439
Deferred income tax                                                      110               106               107
Properties under development                                              90                 -                 -
Insurance and other receivables                                        3 091             2 427             2 657
Current income tax assets                                                 68               309                69
Cash and cash equivalents                                             21 333            16 527            16 957
Non-current assets held for sale                                         716                53               865
Total assets                                                         335 267           288 268           302 604

EQUITY

Equity attributable to owners of the parent                           23 066            22 311            23 517
Preference shares                                                        500               500               500
                                                                      23 566            22 811            24 017
Non-controlling interests                                                416               250               281
Total equity                                                          23 982            23 061            24 298

LIABILITIES

Insurance contract liabilities
  Long-term insurance contracts                                       95 787            84 710            88 116
Financial instrument liabilities
  Investment contracts                                               172 422           149 723           156 929
    ­ with discretionary participation features                       25 445            24 257            23 696
    ­ designated at fair value through income                        146 977           125 466           133 233
  Other financial instrument liabilities (2)                          20 926            14 844            18 140
Deferred income tax                                                    4 279             4 049             3 934
Employee benefit obligations                                           1 136               736             1 206
Other payables                                                        16 324            10 977             9 517
Provisions                                                               164               104               153
Current income tax liabilities                                           247                64               311
Total liabilities                                                    311 285           265 207           278 306

Total equity and liabilities                                         335 267           288 268           302 604

1. Financial instrument assets consist of the following:
   Securities designated at fair value through income: R264 723 million (31.12.2011: R229 011 million; 
   30.06.2012: R236 129 million) 
   Investments in associates designated at fair value through income: R13 137 million (31.12.2011: 
   R8 376 million; 30.06.2012: R14 333 million)
   Derivative financial instruments: R4 461 million (31.12.2011: R2 865 million; 30.06.2012: R3 579 million)
   Held-to-maturity assets: R75 million (31.12.2011: R51 million; 30.06.2012: R60 million)
   Available-for-sale assets: R1 345 million (31.12.2011: R3 472 million; 30.06.2012: R2 902 million)
   Loans and receivables: R4 494 million (31.12.2011: R3 218 million; 30.06.2012: R3 880 million)
2. Other financial instrument liabilities consist of the following:
   Liabilities designated at fair value through income: R17 121 million (31.12.2011: R11 781 million; 
   30.06.2012: R15 246 million)
   Derivative financial instruments: R2 837 million (31.12.2011: R1 776 million; 30.06.2012: R2 040 million)
   Liabilities at amortised cost: R968 million (31.12.2011: R1 287 million; 30.06.2012: R854 million)



CONDENSED CONSOLIDATED INCOME STATEMENT                             6 mths to          6 mths to      12 mths to
                                                                   31.12.2012         31.12.2011      30.06.2012

                                                                           Rm                 Rm              Rm


Net insurance premiums received                                        12 585              9 625          18 694
Fee income    (1)                                                       2 689              2 612           5 248
Investment income                                                       6 543              6 925          13 100
Net realised and fair value gains                                      21 013              4 720          13 989
Net income                                                             42 830             23 882          51 031

Net insurance benefits and claims                                      10 647              9 345          18 976
Change in liabilities                                                   9 257              1 606           3 354
   Change in insurance contract liabilities                             7 637              1 779           4 277
   Change in investment contracts with DPF liabilities                  1 748               (23)           (694)
   Change in reinsurance provision                                      (128)              (150)           (229)
Fair value adjustments on investment contract liabilities              12 328              5 258          12 092
Fair value adjustments on collective investment scheme liabilities        967                 63             619
Depreciation, amortisation and impairment expenses                        566                489           1 008
Employee benefit expenses                                               2 447              1 948           3 874
Sales remuneration                                                      1 581              1 508           2 850
Other expenses                                                          1 947              1 834           3 711
Expenses                                                               39 740             22 051          46 484

Results of operations                                                   3 090              1 831           4 547
Share of profit/(loss) of associates                                        9                 22             (7)
Finance costs    (2)                                                    (631)              (584)           (899)
Profit before tax                                                       2 468              1 269           3 641
Income tax expenses                                                     (972)              (454)         (1 304)
Earnings                                                                1 496                815           2 337

Attributable to:
Owners of the parent                                                    1 468                805           2 301
Non-controlling interests                                                  13                (5)               5
MMI Group Ltd preference shares                                            15                 15              31

                                                                        1 496                815           2 337

Basic earnings per ordinary share (cents)                                  94                 54             154
Diluted earnings per ordinary share (cents)                                94                 53             151

1. Fee income consists of the following:
   Investment contracts: R662 million (31.12.2011: R699 million; 30.06.2012: R1 455 million)
   Trust and fiduciary services: R913 million (31.12.2011: R882 million; 30.06.2012: R1 546 million)
   Health administration services: R901 million (31.12.2011: R878 million; 30.06.2012: R1 799 million)
   Other fee income: R213 million (31.12.2011: R153 million; 30.06.2012: R448 million)
2. Finance costs consist of the following:
   Preference shares issued by MMI Holdings Ltd: R23 million (31.12.2011: R46 million; 30.06.2012: R92 million)
   Subordinated redeemable debt: R56 million (31.12.2011: R57 million; 30.06.2012: R114 million)
   Cost of carry and derivative financial instruments: R477 million (31.12.2011: R465 million; 30.06.2012: 
   R624 million)
   Other: R75 million (31.12.2011: R16 million; 30.06.2012: R69 million)


                                                 Basic earnings                    Diluted earnings

RECONCILIATION OF HEADLINE EARNINGS
attributable to owners of the parent  6 mths to   6 mths to  12 mths to   6 mths to   6 mths to    12 mths to
                                     31.12.2012  31.12.2011  30.06.2012  31.12.2012  31.12.2011    30.06.2012

                                             Rm          Rm          Rm          Rm          Rm            Rm

Earnings                                  1 468         805       2 301       1 468         805         2 301
Finance costs ­ convertible 
 preference shares                                                               23          46            92
Diluted earnings                                                              1 491         851         2 393
Realised gains on available-for-sale 
 financial assets                             -        (12)           -           -        (12)             -
  
Intangible asset impairments                  1          19          67           1          19            67
Profit on step-up of associate             (54)           -       (207)        (54)           -         (207)
Profit on sale of business                    -           -         (3)           -           -           (3)
Headline earnings (1)                     1 415         812       2 158       1 438         858         2 250
Net realised and fair value gains on 
 excess                                   (232)        (93)       (250)       (232)        (93)         (250)
Basis and other changes and investment
 variances                                 (10)         153         292        (10)         153           292

Amortisation of intangible assets 
 relating to business combinations          302         257         516         302         257           516

Secondary Tax on Companies (STC)              -          88         144           -          88           144
BEE cost   (2)                                -          25           3           -          25             3
Dilutory effect of subsidiaries  (3)                                           (12)         (3)          (14)
Investment income on treasury shares ­
 contract holders                                                                15           9            14

Core headline earnings    (4)             1 475       1 242       2 863       1 501       1 294         2 955


1. Headline earnings consist of operating profit, investment income, net realised and fair value gains, 
   investment variances and basis and other changes.
2. This represents the cost of the BEE transaction in Namibia in the prior periods in terms of IFRS 2 ­ Share 
   based payments.
3. Metropolitan Health, Metropolitan Namibia and Metropolitan Kenya are consolidated at 100%, 96% and 96%, 
   respectively, in the results. For the purposes of diluted core headline earnings, non-controlling interests
   and investment returns are reinstated.
4. Core headline earnings disclosed comprise operating profit and investment income on shareholder assets. It 
   excludes net realised and fair value gains on investment assets, investment variances and basis and other 
   changes which can be volatile, STC (prior periods), certain non-recurring items, as well as the amortisation
   of intangible assets relating to business combinations as this is part of the cost of acquiring the business.


EARNINGS PER SHARE (cents)
attributable to owners of the parent                            6 mths to         6 mths to       12 mths to
                                                               31.12.2012        31.12.2011       30.06.2012

Basic
Core headline earnings                                                 95                83              192
Headline earnings                                                      91                54              145
Earnings                                                               94                54              154
Weighted average number of shares (million)                         1 558             1 489            1 491
Diluted
Core headline earnings                                                 94                81              184
Weighted average number of shares (million)    (1)                  1 604             1 605            1 605
Headline earnings                                                      90                54              142
Earnings                                                               94                53              151
Weighted average number of shares (million)    (2)                  1 592             1 590            1 590


1. For diluted core headline earnings per share, treasury shares held on behalf of contract holders are deemed
   to be issued.
2. For diluted earnings and headline earnings per share, treasury shares held on behalf of contract holders 
   are deemed to be cancelled.




DIVIDENDS                                                                              2013            2012

Ordinary listed MMI Holdings Limited shares (cents per share)

Interim ­ March                                                                          51              44

Final ­ September                                                                                        69

Total                                                                                                   113

A special dividend of 65 cents per share was declared in September 2012.


MMI Holdings convertible redeemable preference shares (issued to Kagiso Tiso Holdings (KTH))

The A1 and A2 MMI preference shares were converted into MMI ordinary shares on a one-for-one basis in 
June 2012.
The A3 MMI preference shares are redeemable in June 2017 at a redemption value of R9.18 per share unless 
converted into MMI ordinary shares on a one-for-one basis. Dividends are payable at 132 cents per annum
(payable March and September).


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE                 6 mths to   6 mths to  12 mths to
INCOME                                                           31.12.2012  31.12.2011  30.06.2012
 
                                                                         Rm          Rm          Rm

Earnings                                                              1 496         815       2 337
Other comprehensive income for the period, net of tax                    69          80         121
  Items that may be reclassified subsequently to income                  17          48          68
      Exchange differences on translating foreign operations             15          55          71
      Available-for-sale financial assets                                 2         (7)         (3)

  Items that will not be reclassified to income                          52          32          53
      Land and buildings revaluation                                     59          34          63
      Change in non-distributable reserves                                -           1           1
      Income tax relating to items that will not be reclassified        (7)         (3)        (11)

Total comprehensive income for the period                             1 565         895       2 458

Total comprehensive income attributable to:
  Owners of the parent                                                1 532         877       2 414
  Non-controlling interests                                              18           3          13
  MMI Group Ltd preference shares                                        15          15          31
                                                                      1 565         895       2 458



CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY            6 mths to         6 mths to         12 mths to
                                                                31.12.2012         31.12.2011        30.06.2012

                                                                        Rm                Rm                 Rm

Changes in share capital
Balance at beginning                                                13 814             13 421            13 421
Staff share scheme shares released                                       -                  1                 3
Treasury shares held on behalf of contract holders                      31                 21                 2
Conversion of preference shares       (1)                                -                 -                388
Share buy-back                                                         (7)                 -                  -
Balance at end                                                      13 838             13 443            13 814

Changes in other reserves
Balance at beginning                                                 1 572              1 466             1 466
Total comprehensive income                                              64                 71               113
BEE cost                                                                 -                 25                 3
Transfer to retained earnings                                          (3)                (8)              (10)
Balance at end   (2)                                                 1 633              1 554             1 572

Changes in retained earnings
Balance at beginning                                                 8 131              7 454             7 454
Total comprehensive income                                           1 468                806             2 301
Dividend paid                                                      (2 095)              (942)           (1 603)
Transactions with non-controlling interests                             88               (12)              (31)
Transfer from other reserves                                             3                  8                10
Balance at end                                                       7 595              7 314             8 131

Equity attributable to owners of the parent                         23 066             22 311            23 517

MMI Group Ltd preference shares
Balance at beginning                                                   500                500               500
Total comprehensive income                                              15                 15                31
Dividend paid                                                         (15)               (15)              (31)
Balance at end                                                         500                500               500

Changes in non-controlling interests
Balance at beginning                                                   281                298               298
Total comprehensive income                                              18                  3                13
Dividends paid                                                         (9)                (5)               (3)
Transactions with owners                                                11               (46)              (27)
Business combinations                                                  115                  -                 -
Balance at end                                                         416                250               281

Total equity                                                        23 982             23 061            24 298

1. The conversion of the preference shares in the year ended 30 June 2012 represents the conversion of the A1 
   and A2 MMI preference shares into ordinary shares on a one-for-one basis.
2. Other reserves consist of the following:
   Land and buildings revaluation reserve: R580 million (31.12.2011: R513 million; 30.06.2012: R533 million)
   Foreign currency translation reserve: R85 million (31.12.2011: R58 million; 30.06.2012: R74 million)
   Fair value adjustment for preference shares issued by MMI: R940 million (31.12.2011: R940 million; 
   30.06.2012: R940 million)
   Fair value reserve: R12 million (31.12.2011: R7 million; 30.06.2012: R11 million)
   Non-distributable reserve: R13 million (31.12.2011: R11 million; 30.06.2012: R11 million)
   Equity-settled share-based payments reserve: R3 million (31.12.2011: R25 million; 30.06.2012: R3 million)


                                                                 6 mths to         6 mths to         12 mths to
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                  31.12.2012        31.12.2011         30.06.2012

                                                                        Rm                Rm                 Rm


Net cash inflow/(outflow) from operating activities                  7 384           (2 534)            (1 142)
Net cash outflow from investing activities                           (910)             (474)              (697)
Net cash outflow from financing activities                         (2 098)           (1 136)            (1 875)
Net cash flow                                                        4 376           (4 144)            (3 714)
Cash resources and funds on deposit at beginning                    16 957            20 671             20 671
Cash resources and funds on deposit at end                          21 333            16 527             16 957




PRINCIPAL ASSUMPTIONS (South Africa)  (1)                       31.12.2012        31.12.2011         30.06.2012
                                                                         %                 %                  %
Pre-tax investment return
   Equities                                                            10.5             11.8               11.3
   Properties                                                           8.0              9.3                8.8
   Government stock                                                     7.0              8.3                7.8
   Other fixed interest stocks                                          7.5              8.8                8.3
   Cash                                                                 6.0              7.3                6.8
Risk free return                                                        7.0              8.3                7.8
Risk discount rate (RDR)                                                9.4             10.6               10.1
Investment return (before tax) ­ smoothed bonus                         9.2             10.5               10.0
Expense inflation rate
   MMI Group Ltd                                                        5.9              7.3                6.8
   Metropolitan Life Ltd                                                4.9              6.8                5.8


1. The principal assumptions relate only to the South African life insurance business. Assumptions relating to 
   international life insurance businesses are based on local requirements and can differ from the South African
   assumptions.

NON-CONTROLLING INTERESTS                                        31.12.2012       31.12.2011         30.06.2012
                                                                          %                %                  %


Metropolitan
Metropolitan Health Group                                              17.6             17.6               17.6
Metropolitan Namibia                                                   10.3             20.8               13.8
Metropolitan Health Namibia Administrators                             49.0             49.0               49.0
Metropolitan Botswana                                                  24.2             24.2               24.2
Metropolitan Kenya                                                     33.7             33.7               33.7
Metropolitan Ghana                                                      5.0              7.8                7.8
Metropolitan Nigeria                                                   50.0             50.0               50.0
Metropolitan Swaziland                                                 33.0             33.0               33.0
Eris Property Group (acquired in the current period)                   45.7                -                  -
Momentum
Momentum Mozambique                                                    25.0             25.0               25.0
Momentum Tanzania                                                      33.0             33.0               33.0
Momentum Zambia                                                        35.0             35.0               35.0
Momentum Health Ghana                                                   4.8             20.0               20.0
Momentum Health Mauritius                                               5.0              5.0                5.0
Momentum Health Botswana                                               28.0             28.0               28.0


                                                                                     Restated          Restated
FINANCIAL INSTRUMENT ASSETS                                      31.12.2012        31.12.2011        30.06.2012

                                                                         Rm                Rm                Rm


Equity securities                                                    79 177            74 334            64 754
Debt securities                                                      85 618            75 601            82 020
Funds on deposit and other money market instruments                  13 048            13 131            12 477
Unit-linked investments                                              88 300            69 468            79 840
Derivative financial instruments                                      4 461             2 865             3 579
Loans and receivables                                                 4 494             3 218             3 880
Investments in associates designated at fair value                   13 137             8 376            14 333
Total financial instrument assets                                   288 235           246 993           260 883


                                                                                     Restated          Restated
ANALYSIS OF ASSETS UNDER MANAGEMENT                               31.12.2012       31.12.2011        30.06.2012

                                                                          Rm               Rm                Rm

On-balance sheet assets
Managed and/or administered by Momentum Investments                  195 020          167 366           173 627
   Investment assets                                                 133 205          114 154           113 325
   Collective investment schemes                                      54 545           45 627            53 423
   Properties                                                          7 270            7 585             6 879
Linked product assets under administration                            56 421           45 859            50 412
Managed internally or by other managers within MMI                    23 372           18 686            20 195
Managed by external managers                                          37 561           35 518            34 990
Other assets                                                          22 893           20 839            23 380

                                                                     335 267          288 268           302 604
Off-balance sheet assets
Managed and/or administered by Momentum Investments                  144 726           98 189           125 458
   Collective investment schemes                                      73 063           52 379            65 585
   Segregated assets and linked products                              53 006           45 810            59 873
   Properties                                                         18 657                -                 -
Managed internally or by other managers within MMI                     4 522            3 878             4 161
Momentum Employee Benefits ­ segregated assets and linked 
 products                                                                531              170               498
Metropolitan Health                                                   10 773           11 830            11 624
Linked product assets under administration                            39 135           33 415            35 640

Total assets under management                                        534 954          435 750           479 985


                                                                                Restated              Restated
ANALYSIS OF ASSETS BACKING                                31.12.2012          31.12.2011            30.06.2012

SHAREHOLDER EXCESS                                       Rm        %          Rm       %            Rm       %

Equity securities                                     1 080      4.6       1 202     5.3         1 121     4.7
Preference shares                                       374      1.6       1 479     6.5         1 492     6.2
Collective investment schemes                           535      2.3       1 232     5.4           966     4.0
Debt securities                                       4 393     18.6       3 956    17.3         4 900    20.4
Properties                                            1 991      8.5       1 794     7.9         1 906     7.9
Owner-occupied properties                             1 290      5.5       1 165     5.1         1 172     4.8
Investment properties                                   701      3.0         629     2.8           734     3.1
Cash and cash equivalents and funds on
 deposit                                              9 126     38.7       7 220    31.7         7 608    31.7
Intangible assets                                     7 654     32.5       7 342    32.1         7 425    30.9
Other net assets                                        311      1.3         845     3.7           487     2.0
                                                     25 464    108.1      25 070   109.9        25 905   107.8
Redeemable preference shares                          (313)    (1.3)       (712)   (3.1)         (316)   (1.3)
Subordinated redeemable debt                        (1 585)    (6.8)     (1 547)   (6.8)       (1 572)   (6.5)
Shareholder excess per reporting basis               23 566    100.0      22 811   100.0        24 017   100.0


Business combinations ­ December 2012


Momentum Short-term Insurance

As at 30 June 2012 MMI Group Limited (MGL) and OUTsurance Holdings Limited (OUTsurance) each owned 50% of the
ordinary share capital of Momentum Short-term Insurance Company Limited (MSTI). As OUTsurance controlled MSTI, 
MGL accounted for the investment as an associate.

On 13 July 2012, MGL acquired the remaining 50% shareholding for R125 million in cash, which was based on the 
embedded value of MSTI. No goodwill was recognised on the transaction.


Eris Property Group

On 29 October 2012, MMI Holdings Ltd (MMI) acquired 55% in Eris Property Group (Eris) for R329 million in cash. 
The group's property portfolio is currently managed by Eris and Momentum Properties. The transaction resulted in
R191 million goodwill being recognised (not tax deductible).

Eris management and Kagiso Tiso Holdings Proprietary Limited (KTH), who were existing shareholders in Eris, also
acquired further shares from MMI, resulting in an effective controlling interest for MMI of 54%.

The purchase price consideration, the net assets acquired and any relevant goodwill relating to the above two
transactions are as follows:

                                                                                                  Rm


Purchase consideration                                                                           454

Fair value of net assets 
Intangible assets                                                                                276
Tangible assets                                                                                  332
Financial instrument assets                                                                      353
Cash and cash equivalents                                                                         43
Other assets                                                                                      17
Insurance contract liabilities                                                                  (50)
Financial instrument liabilities                                                                (85)
Other liabilities                                                                              (368)
Net identifiable assets acquired                                                                 518
Fair value step-up of associate - MSTI (recognised in net fair value gains/(losses))            (67)
Derecognise investment in associate - MSTI (carrying value at acquisition date)                 (73)
Non-controlling interests                                                                      (115)
Goodwill recognised                                                                              191
                                                                                                 454


The above two transactions contributed net income of R208 million and earnings of R22 million to the group
results for the current period.

SEGMENTAL INFORMATION

                                                                   Metro-
                                               Metro-  Momentum    politan    Momentum   Metro-     
6 mths to 31.12.2012               Momentum   politan  Employee     Inter-     Invest-  politan    
                                     Retail    Retail  Benefits   national       ments   Health  
                                                                                                              	
                                         Rm	   Rm	     Rm	        Rm	    Rm       Rm	      
										
Revenue	 	 	 	 	 	 	 	 	 	 
Net insurance premiums	              8 842	3 141	   6 624      1 267	11 406       15 	
  Recurring premiums	              3 740	2 606	   3 417      1 069	     -	     15 	
  Single premiums	              5 102	  535	   3 207	198	11 406	      -	
										
Fee income	                      1 028	   45	     384	100	   746	    873	
  Fee income	                      1 028	   45	     384	100	   746	    873	
  Inter-segmental fee income              -	    -	       -	-	     -	      -	
										
Expenses										
Net payments to contract holders										
  External payments	              9 036	2 230	    4 338	668	11 100	     15	
 										
Other expenses	                      1 611	1 060	      531	545	   633	    779	
  Sales remuneration	                813	  469	       74	167	     -	      9	
  Administration expenses (2)           798	  591	      457	377	   506	    762	
  Amortisation due to business 
  combinations and impairments	          -	    -	        -	  1	     1	      8	
  Direct property expenses                -	    -	        -	  -	     -	      -	
  Asset management and other
   fee expenses	                          -	    -	        -	  -	   126	      -	
  Holding company expenses                -	    -	        -	  -	     -	      -	
  Inter-segmental expenses                -         -	        -	  -	     -	      -	
 										
Diluted core headline earnings	        522	  242	      163	 39	    74	     66	
Operating profit	                727	  337	      235	 54	    81	     86	
Tax on operating profit	              (205)	 (95)	     (72)      (15)	  (23)	   (24)
Investment income	                  -	    -	        -	  -	    22	      6	
Tax on investment income                  -	    -	        -	  -	   (6)	    (2)	
										
Actuarial liabilities	            146 381    28 794	   50 191     7 127	33 015	      1	
										
1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums 
   (R18 948 million) and claims (R16 904 million); FNB Life adjustments reconciling the 10% of FNB Life 
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R93 million, claims R1 million, sales remuneration R36 million and expenses R61 million); 
   direct property and asset management fees that are set off against investment income and fee income, 
   respectively for management reporting purposes but shown as an expense for accounting purposes; the 
   amortisation of intangibles relating to business combinations; and other minor adjustments to expenses 
   (R71 million), sales remuneration (R3 million) and fee income (R33 million).
2. Administration expenses for the current period include: Metropolitan International - R68 million 
   relating to Momentum Namibia; Momentum Investments  R104 million relating to Eris Property Group and; 
   Shareholder capital  R32 million relating to Momentum Short-Term Insurance.

                                                                                                          
                                                                     Other  
6 mths to 31.12.2012                 Shareholder   Segmental   reconciling        IFRS 
continued                                capital        total	     items       total 
                                                                       (1) 	
                                             Rm	         Rm	        Rm	    Rm	   
										 
Revenue	 	 	 	 	 	 	 	 	 	 
Net insurance premiums	                    145	     31 440	  (18 855)	12 585
  Recurring premiums	                    144	     10 991	   (2 026)	 8 965
  Single premiums	                      1      20 449	  (16 829)	 3 620
										
Fee income	                      	     59	      3 235	     (546)	 2 689
  Fee income	                      	     59       3 235	        33	 3 268
  Inter-segmental fee income	              -	          -	     (579)	 (579)
										
Expenses										
Net payments to contract holders										
  External payments	                    163	     27 550	  (16 903)	10 647
 										
Other expenses	                      	    350	      5 509	     1 032	 6 541
  Sales remuneration	                     16	      1 548	        33	 1 581
  Administration expenses (2)	            168	      3 659	       132	 3 791
  Amortisation due to business 
   combinations and impairments	             19	         29	       409	   438
  Direct property expenses                    -	          -	       103	   103
  Asset management and other fee 
   expenses	                              -	        126	       928	 1 054
  Holding company expenses                  147	        147	         -	   147
  Inter-segmental expenses                    -	          -	     (573)	 (573)
 										
Diluted core headline earnings	            395	      1 501	         -	 1 501
Operating profit	                   (11)	      1 509	         -	 1 509
Tax on operating profit	              	     64	      (370)	         -	 (370)
Investment income	                    438	        466	         -	   466
Tax on investment income                   (96)	      (104)	         -	 (104)
										
Actuarial liabilities	            	  3 188	    268 697	     (488)     268 209
										
1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums 
   (R18 948 million) and claims (R16 904 million); FNB Life adjustments reconciling the 10% of FNB Life 
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R93 million, claims R1 million, sales remuneration R36 million and expenses R61 million); 
   direct property and asset management fees that are set off against investment income and fee income, 
   respectively for management reporting purposes but shown as an expense for accounting purposes; the 
   amortisation of intangibles relating to business combinations; and other minor adjustments to expenses 
   (R71 million), sales remuneration (R3 million) and fee income (R33 million).
2. Administration expenses for the current period include: Metropolitan International - R68 million 
   relating to Momentum Namibia; Momentum Investments  R104 million relating to Eris Property Group and; 
   Shareholder capital  R32 million relating to Momentum Short-Term Insurance.


                                                                    Metro-
Restated                                       Metro-  Momentum    politan    Momentum   Metro-     
6 mths to 31.12.2011               Momentum   politan  Employee     Inter-     Invest-  politan    
                                     Retail    Retail  Benefits   national       ments   Health 						

                                         Rm	   Rm	     Rm	        Rm	    Rm	     Rm
  
Revenue	 	 	 	 	 	 
Net insurance premiums	              7 649	3 009	  4 731	       945	 4 755	     14
  Recurring premiums	              3 633	2 423	  2 907        796	     -	     14
  Single premiums	              4 016	  586	  1 824	       149	 4 755	      -
  Inter-segmental premiums                -	    -	      -	         -	     -	      -
						
Fee income 	                      1 058	   73	    319   	20	   480	    852
  Fee income	                      1 058	   73	    319	        20	   480	    852
  Inter-segmental fee income	          -	    -	      -	         -	     -	      -
						
Expenses						
Net payments to contract holders      7 724	2 386	  4 557	       580	 5 794	     11
  External payments                   7 724	2 386	  4 557	       580	 5 794	     11
  Inter-segmental payments                -	    -	      -	         -	     -	      -
 						
Other expenses	                      1 652	  958	   500	       419	   416	    775
  Sales remuneration	                813	  435	    80	       127	     1	      -
  Administration expenses 	        820	  523	   420	       292	   350	    768
  Amortisation due to business
   combinations and impairments	         19	    -	    -	        -	     6	      7
  Direct property expenses	          -	    -	    -	        -	     -	      -
  Asset management and other 
   fee expenses (2)	                  -	    -	    -	        -	    59	      -
  Holding company expenses 	          -	    -       -	        -	     -	      -
  Inter-segmental expenses	          -	    -	    -     	-	     -	      -
 						
Diluted core headline earnings    	377	  204	   99	      (3)	    62	     58
Operating profit	                520	  282	  124	      (2)	    71       74
Tax on operating profit	              (143)	 (78)	 (25)	      (1)	  (22)	   (24)
Investment income	                  -	    -       -	        -	    18	      9
Tax on investment income                  -	    -	    -	        -	   (5)	    (1)
						
Actuarial liabilities               125 209    30 672  42 448	    4 786	29 003        2


1. The 'other reconciling items' column includes: an adjustment to reverse investment contract 
   premiums (R11 567 million) and claims (R12 492 million); FNB Life adjustments reconciling the
   10% of FNB Life included in each of the relevant lines to the accounting treatment of the
   reinsurance arrangement (premiums R104 million, fee income R1 million, claims R2 million, sales 
   remuneration R57 million and expenses R55 million); direct property and asset management fees that
   are set off against investment income and fee income, respectively for management reporting purposes
   but shown as an expense for accounting purposes; the amortisation of the intangibles relating to 
   business combinations; Namibian BEE cost (R30 million) and other minor adjustments to expenses 
   (R37 million), sales remuneration (R5 million) and fee income (R6 million). 
2. Momentum Investments asset management fee expense of R38 million has been off-set against fee income
   in the above table.



Restated                                                                   Other  
6 mths to 31.12.2011	                 Shareholder   Segmental     reconciling         IFRS 
continued                                    capital       total	   items        total 
                                                                             (1) 	
                                                 Rm	      Rm	      Rm           Rm	 

Revenue	 	 	 	 
Net insurance premiums	                          -	  21 103	(11 478)	9 625
Recurring premiums	                          -	   9 773	 (2 081)	7 692
Single premiums	                                  -	  11 330	 (9 382)	1 948
Inter-segmental premiums	                  -	       -	    (15)	 (15)
				
Fee income 	                                 26	   2 828	   (216)	2 612
Fee income	                                 26	   2 828	     (5)	2 823
Inter-segmental fee income	                  -	       -	   (211)	(211)
				
Expenses				
Net payments to contract holders	        799	  21 851	(12 506)	9 345
  External payments	                        799	  21 851	(12 490)	9 361
  Inter-segmental payments	                  -	       -	    (16)	 (16)
 				
Other expenses	                                236	   4 956	     823	5 779
Sales remuneration	                          -	   1 456	      52	1 508
Administration expenses 	                109	   3 282	      48	3 330
Amortisation due to business
  combinations and impairments	                 19	      51	     322	  373
Direct property expenses	                  -	       -	     262	  262
Asset management and other fee expenses (2)       -	      59	     382	  441
Holding company expenses 	                108	     108	       -	  108
Inter-segmental expenses	                  -	       -	   (243)	(243)
 				 
Diluted core headline earnings	                497	   1 294	      -	        1 294
Operating profit	                        121	   1 190	      -	        1 190
Tax on operating profit	                         62	   (231)	      -	        (231)
Investment income	                        386	     413	      -	          413
Tax on investment income	               (72)	    (78)	      -	         (78)
				
Actuarial liabilities	                      2 313	 234 433	      -	      234 433

1. The 'other reconciling items' column includes: an adjustment to reverse investment contract 
   premiums (R11 567 million) and claims (R12 492 million); FNB Life adjustments reconciling the
   10% of FNB Life included in each of the relevant lines to the accounting treatment of the
   reinsurance arrangement (premiums R104 million, fee income R1 million, claims R2 million, sales 
   remuneration R57 million and expenses R55 million); direct property and asset management fees that
   are set off against investment income and fee income, respectively for management reporting purposes
   but shown as an expense for accounting purposes; the amortisation of the intangibles relating to 
   business combinations; Namibian BEE cost (R30 million) and other minor adjustments to expenses 
   (R37 million), sales remuneration (R5 million) and fee income (R6 million). 
2. Momentum Investments asset management fee expense of R38 million has been off-set against fee income
   in the above table.


                                                                       Metro-                                           
Restated                                        Metro-   Momentum     politan    Momentum      Metro-     
12 mths to 30.06.2012               Momentum   politan   Employee      Inter-     Invest-     politan    
                                      Retail    Retail   Benefits    national       ments      Health 						

                                          Rm	    Rm	       Rm	   Rm	       Rm	   Rm
				
Revenue	 	 	 	 	 	 
Net insurance premiums	              17 148	 6 042	    9 712	1 960	    10 661	   29
  Recurring premiums	               7 376	 4 760	    5 990	1 639	         -	   29
  Single premiums	               9 772	 1 282	    3 722	  321	    10 661	    -
  Inter-segmental premiums	           -	     -	        -	    -	         -	    -
						
Fee income	                       1 751	   130	      932	  129	     1 099	1 701
  Fee income                           1 751	   130	      932	  129	     1 099	1 701
  Inter-segmental fee income	           -	     -	        -	    -	         -	    -
				 		
Expenses						
Net payments to contract holders      16 095	 5 049	    9 033	1 099	    12 772	   24
  External payments (2)	              16 095	 5 049	    9 033	1 099	    12 772	   24
  Inter-segmental payments	           -	     -	        -	    -	         -	    -
 						  
Other expenses                         3 217	 1 863	      991	  841	       959	1 560
  Sales remuneration	               1 582	   778	      166	  247	         4	    -
  Administration expenses	       1 616	 1 085	      819	  574	       730	1 507
  Amortisation due to business 
   combinations and impairments	          19	     -	        6	   20	        12	   53
  Direct property expenses	           -	     -	        -	    -	         -	    -
  Asset management and other fee  
   expenses	                           -	     -	        -	    -	       213	    -
  Holding company expenses            	   -	     -	        -	    -	         -	    -
  Inter-segmental expenses	           -	     -	        -	    -	         -	    -
 						 
Diluted core headline earnings         1 064	   438	      249	   57	       125	  133
Operating profit	               1 472	   609	      351	   77	       146	  170
Tax on operating profit	               (408)	 (171)	    (102)	 (20)	      (40)	 (51)
Investment income	                   -	     -	        -	    -	        27	   17
Tax on investment income	           -	     -	        -	    -	       (8)	  (3)
						
Actuarial liabilities                131 252	31 064	   43 898	6 326	    30 055	    1


1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums 
   (R26 580 million) and claims (R25 868 million); FNB Life adjustments reconciling the 10% of FNB Life 
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R186 million; fee income R1 million, claims R3 million, sales remuneration R90 million and 
   expenses R103 million); direct property and asset management fees that are set off against investment
   income and fee income, respectively for management reporting purposes but shown as an expense for 
   accounting purposes; the amortisation of intangibles relating to business combinations; Namibian BEE 
   cost (R3 million) and other minor adjustments to expenses (R41 million), sales remuneration 
   (R17 million) and fee income (R8 million).
2. The R799 million payments to contract holders in shareholder capital relates to the maturity of certain
   corporate policies administered by balance sheet management division.



Restated                                                                   Other  
12 mths to 30.06.2012	                 Shareholder   Segmental     reconciling          IFRS 
continued                                    capital       total	   items         total 
                                                                             (1) 	
                                                 Rm	      Rm	      Rm            Rm

Revenue	 	 	 	 
Net insurance premiums	                          -	  45 552	(26 858)	18 694
  Recurring premiums	                          -	  19 794	 (4 547)	15 247
  Single premiums                                 -	  25 758	(21 847)	 3 911
  Inter-segmental premiums	                  -	       -	   (464)	 (464)
				
Fee income	                                 82	   5 824	   (576)	 5 248
  Fee income	                                 82	   5 824	     (7)	 5 817
  Inter-segmental fee income	                  -	       -	   (569)	 (569)
				
Expenses				
Net payments to contract holders	        799	  44 871	(25 895)	18 976
  External payments (2)	                        799	  44 871	(25 865)	19 006
  Inter-segmental payments                        -	       -	    (30)	  (30)
 				
Other expenses	                                477	   9 908	   1 535	11 443
  Sales remuneration	                          -	   2 777	      73	 2 850
  Administration expenses                       236	   6 567	      65	 6 632
  Amortisation due to business combinations
   and impairments	                         40	     150	     614	   764
  Direct property expenses	                  -	       -	     302	   302
  Asset management and other fee expenses    	  -	     213	   1 050	 1 263
  Holding company expenses 	                201	     201	       -	   201
  Inter-segmental expenses	                  -	       -	   (569)	 (569)
 				
Diluted core headline earnings	                889	   2 955	       -	 2 955
Operating profit	                        218	   3 043	       -	 3 043
Tax on operating profit	                       (28)	   (820)	       -	 (820)
Investment income	                        855	     899	       -	   899
Tax on investment income	              (156)	   (167)	       -	 (167)
				
Actuarial liabilities	                      2 902	 245 498	   (453)       245 045


1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums 
   (R26 580 million) and claims (R25 868 million); FNB Life adjustments reconciling the 10% of FNB Life 
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R186 million; fee income R1 million, claims R3 million, sales remuneration R90 million and 
   expenses R103 million); direct property and asset management fees that are set off against investment
   income and fee income, respectively for management reporting purposes but shown as an expense for 
   accounting purposes; the amortisation of intangibles relating to business combinations; Namibian BEE 
   cost (R3 million) and other minor adjustments to expenses (R41 million), sales remuneration 
   (R17 million) and fee income (R8 million).
2. The R799 million payments to contract holders in shareholder capital relates to the maturity of certain
   corporate policies administered by balance sheet management division.


                                                                      Metro-
                                                 Metro-  Momentum    politan    Momentum     Metro-     
Analysis of reclassification         Momentum   politan  Employee     Inter-     Invest-    politan    
                                       Retail    Retail  Benefits   national       ments     Health 						

                                           Rm	     Rm	       Rm	  Rm	      Rm         Rm
					
The comparative segmental information has been restated where appropriate to ensure alignment with the way in 
which the chief operating decision-maker, being the MMI executive committee, monitors and evaluates the 
performance of the various segments of the business. Refer to table below for detail. These restatements had 
no impact on core headline earnings.
						
December 2011						
Fee income						
  Published December 2011	          840	     73	      294	  20	     480	847
  Reclassifications	                  218	      -	       25	   -	       -	  5
  Restated December 2011	        1 058	     73	      319	  20	     480	852
						
Net payments to contract holders						
  Published December 2011	        7 719	  2 386	    4 557	 580	   5 794	 11
  Reclassifications                         5	      -	        -	   -	       -	 -
  Restated December 2011	        7 724	  2 386	    4 557	 580	   5 794	 11
						
Other expenses						
  Published December 2011	        1 610	    958	      515	 422	     416	775
  Reclassifications	                   42	      -	     (15)	 (3)	       -	  -
  Restated December 2011	        1 652	    958	      500	 419	     416	775
						
June 2012						
Fee income						
  Published June 2012	                1 797	    130	      938	 129	   1 099      1 701
  Reclassifications	                 (46)	      -	      (6)	   -	       -	  -
  Restated June 2012	                1 751	    130	      932	 129	   1 099      1 701
						


                                                                                   Other  
Analysis of reclassifications	                 Shareholder   Segmental     reconciling         IFRS 
continued                                            capital       total	   items        total 
 
                                                          Rm	      Rm	      Rm           Rm
					
The comparative segmental information has been restated where appropriate to ensure alignment with the way in 
which the chief operating decision-maker, being the MMI executive committee, monitors and evaluates the 
performance of the various segments of the business. Refer to table below for detail. These restatements had 
no impact on core headline earnings.
				
December 2011				
Fee income				
  Published December 2011	                         219	   2 773	   (161)	2 612
  Reclassifications	                               (193)	      55	    (55)	    -
  Restated December 2011	                          26	   2 828	   (216)	2 612
 				
Net payments to contract holders				
  Published December 2011	                         804	  21 851	(12 506)	9 345
  Reclassifications	                                 (5)	       -	       -	    -
  Restated December 2011	                         799	  21 851	(12 506)	9 345
				
Other expenses				
  Published December 2011	                         245	   4 941	     838	5 779
  Reclassifications	                                 (9)	      15	    (15)	    -
  Restated December 2011                                 236	   4 956	     823	5 779
				
June 2012				
Fee income				 
  Published June 2012	                                  30	   5 824	   (576)	5 248
  Reclassifications	                                  52	       -	       -	    -
  Restated June 2012	                                  82	   5 824	   (576)	5 248



RECONCILIATION OF MOMENTUM INVESTMENTS                               6 mths to    6 mths to   12 mths to
                                                                    31.12.2012   31.12.2011   30.06.2012

                                                                            Rm           Rm           Rm

Revenue
Fee income                                                                 746          480        1 099
Expenses and finance costs                                                 639          423          970
Other expenses                                                             633          416          959
Finance costs                                                                6            7           11
Less non-controlling interest                                               27            -            -

                                                                            80           57          129

Core adjustments                                                             1           14           17
Impairments and amortisation of intangibles relating to business
 combinations                                                                1            6           12
Other                                                                        -            8            5

Operating profit before tax                                                 81           71          146
  


RECONCILIATION OF METROPOLITAN HEALTH                                6 mths to    6 mths to   12 mths to
                                                                    31.12.2012   31.12.2011   30.06.2012

                                                                            Rm           Rm           Rm

Revenue                                                                    888          866        1 730
Net insurance premiums (excluding investment business)                      15           14           29
Fee income                                                                 873          852        1 701
Expenses and finance costs                                                 794          787        1 587
Net payments to contract holders (excluding investment business)            15           11           24
Other expenses                                                             779          775        1 560
Finance costs                                                                -            1            3

                                                                            94           79          143

Core adjustments                                                            (8)         (5)           27
Impairments and amortisation of intangibles relating to business
 combinations                                                                8            7           53
Adjustments for dilution                                                    (7)         (5)         (17)
Other                                                                       (9)         (7)          (9)

Operating profit before tax                                                 86           74          170




                                                                                  Restated

PAYMENTS TO CONTRACT HOLDERS                                       6 mths to     6 mths to    12 mths to
                                                                   1.12.2012    31.12.2011    30.06.2012

                                                                          Rm            Rm            Rm


Momentum Retail                                                        9 036         7 724        16 095
Death and disability claims                                            1 624         1 291         2 940
Maturity claims                                                        2 649         2 209         4 844
Annuities                                                              1 914         1 687         3 420
Withdrawal benefits                                                       71            19            48
Surrenders                                                             3 331         2 802         5 684
Re-insurance recoveries                                                (553)         (284)         (841)
Metropolitan Retail                                                    2 230         2 386         5 049
Death and disability claims                                              683           644         1 030
Maturity claims                                                          836           682         1 512
Annuities                                                                268           375           761
Withdrawal benefits                                                       33            19            37
Surrenders                                                               626           829         1 796
Re-insurance recoveries                                                (216)         (163)          (87)
Momentum Employee Benefits                                             4 338         4 557         9 033
Death and disability claims                                            1 531         1 350         2 791
Maturity claims                                                          203           204           471
Annuities                                                                581           478           938
Withdrawals and surrenders                                             1 609         1 272         2 344
Terminations                                                              74           293           676
Disinvestments                                                           637         1 236         2 382
Re-insurance recoveries                                                (297)         (276)         (569)
Metropolitan International                                               668           580         1 099
Death and disability claims                                              270           218           455
Maturity claims                                                          121           123           209
Annuities                                                                 43            26            51
Withdrawal benefits                                                       40            54            95
Surrenders                                                               173           140           266
Terminations                                                              33            24            39
Disinvestments                                                             1             4             5
Re-insurance recoveries                                                 (13)           (9)          (21)
Momentum Investments
Withdrawals                                                           11 100         5 794        12 772
Metropolitan Health
Claims                                                                    15            11            24
Shareholder capital
Claims                                                                   163           799           799
Total payments to contract holders                                    27 550        21 851        44 871
Adjustment for payments to investment contract holders              (16 944)      (12 559)      (25 991)
Transfers between insurance, investment and investment with DPF
 contracts                                                                40            67           123

FNB Life adjustment                                                        1             2             3
Inter-segmental                                                            -          (16)          (30)
Net insurance benefits and claims per income statement                10 647         9 345        18 976



                                                                                       Restated      Restated
                                                                        6 mths to     6 mths to    12 mths to
NET FUNDS RECEIVED             Gross       Gross                       31.12.2012    31.12.2011    30.06.2012
FROM CLIENTS                  single   recurring    Gross     Gross   Net inflow/   Net inflow/   Net inflow/
                             inflows     inflows   inflow   outflow     (outflow)     (outflow)     (outflow)

                                  Rm          Rm       Rm        Rm            Rm            Rm           Rm

Momentum Retail                5 102       3 740    8 842   (9 036)         (194)          (75)        1 053
Metropolitan Retail              535       2 606    3 141   (2 230)           911           623          993
Momentum Employee Benefits     3 207       3 417    6 624   (4 338)         2 286           174          679
Metropolitan International       198       1 069    1 267     (668)           599           365          861
Momentum Investments          11 406           -   11 406  (11 100)           306       (1 039)      (2 111)
Shareholder capital                1         144      145     (163)          (18)         (799)        (799)
Long-term insurance business
 cash flows                   20 449      10 976   31 425  (27 535)         3 890         (751)          676
Momentum Retail                6 528           -    6 528   (5 541)           987         1 293        2 542
Momentum Employee Benefits        12          48       60     (114)          (54)             5          332
Metropolitan International       495           -      495     (361)           134          (57)          (5)
Momentum Investments          36 161       4 499   40 660  (48 092)       (7 432)           847        1 019
Momentum Investments ­ Eris
 Property acquisition         18 678           -   18 678         -        18 678             -            -
Metropolitan Health                -      20 118   20 118  (11 888)         8 230         3 517        6 171
Total net funds received 
 from clients                 82 323      35 641  117 964  (93 531)        24 433         4 854       10 735




NUMBER OF EMPLOYEES                                                                                 Restated
                                                        31.12.2012             31.12.2011         30.06.2012


Indoor staff                                                 9 908                  9 631              9 418
   Momentum Retail                                           1 859                  1 954              1 948
   Metropolitan Retail                                       1 462                  1 397              1 431
   Momentum Employee Benefits                                  966                    995                980
   Metropolitan International                                  781                    716                720
   Momentum Investments                                        798                    509                519
   Metropolitan Health                                       3 109                  3 091              2 961
   Shareholder capital
      Balance sheet management                                  56                     50                 54
      Group services                                           732                    793                751
      Short-term insurance                                     139                      -                  -
   Redeployment centre                                           6                    126                 54
Field staff                                                  5 844                  5 585              5 694
   Momentum Retail                                             387                    489                433
   Metropolitan Retail                                       4 344                  3 899              4 179
   Metropolitan International                                1 113                  1 197              1 082

Total                                                       15 752                 15 216             15 112

- The increase in the number of employees of Momentum Investments is mainly due to the acquisition of Eris 
  with 280 employees.
- The June 2012 employees in the table above have been restated to exclude contractors and temporary 
  employees.

                                                                                Restated            Restated
STATEMENT OF ASSETS AND LIABILITIES ON REPORTING BASIS    31.12.2012          31.12.2011          30.06.2012

                                                                  Rm                  Rm                  Rm


Total assets                                                 335 267             288 268             302 604
Actuarial value of policy liabilities                      (268 209)           (234 433)           (245 045)
Other liabilities                                           (43 076)            (30 774)            (33 261)
Non-controlling interests                                      (416)               (250)               (281)
Group excess per reporting basis                              23 566              22 811              24 017
Net assets ­ other businesses                                (1 503)             (1 143)             (1 334)
Fair value adjustments on Metropolitan acquisition
 and other consolidation adjustments                         (5 675)             (5 901)             (5 901)

Excess ­ long-term insurance business, net of 
 non-controlling interests  (1)                               16 388              15 767              16 782

RECONCILIATION OF CHANGE IN LONG-TERM INSURANCE EXCESS
TO THE INCOME STATEMENT

Change in excess of long-term insurance business (1)           (394)               (144)                 871
Increase in share capital                                       (21)                (65)               (345)
Change in other reserves                                        (37)                (39)                (60)
Dividend paid ­ ordinary shares                                2 289               1 495               2 502
Change in non-controlling interests                              (7)                (66)                (53)
Acquisition of Momentum Namibia                                    -                   -               (117)
Other                                                           (29)                   -                  -
Total surplus arising, net of non-controlling interests        1 801               1 181               2 798
   Operating profit                                            1 237                 997               2 309
   Investment income on excess                                   377                 238                 520
   Net realised and fair value gains on excess                   179                 124                 242
   Investment variances                                          189                   6                (54)
   Basis and other changes                                     (181)               (184)               (219)
Consolidation adjustments                                       (27)                   1                (12)

Earnings after non-controlling interest of long-term 
 insurance business                                            1 774               1 182               2 786
Earnings after non-controlling interests of other group
  businesses and consolidation adjustments                      (83)               (154)                (39)
Amortisation of intangibles relating to the merger             (223)               (223)               (446)
Earnings attributable to owners of the parent as per
 income statement                                              1 468                 805               2 301

1. The long-term insurance business includes both insurance and investment contract business and is the 
   simple aggregate of all the life insurance companies in the group, including life insurance companies in 
   Africa. It is after non-controlling interests but excludes certain items which are eliminated on 
   consolidation. It also excludes non-insurance business.


RECONCILIATION OF REPORTING EXCESS TO STATUTORY EXCESS    31.12.2012           31.12.2011         30.06.2012

                                                                  Rm                   Rm                 Rm


Reporting excess ­ long-term insurance business (1)           16 388               15 767             16 782
Disregarded assets (2)                                         (977)              (1 106)              (998)
Difference between statutory and published valuation
 methods                                                       (452)                (270)              (436)
Write down of subsidiaries and associates for 
 statutory purposes                                            (871)                (772)            (1 209)
Unsecured subordinated debt                                    1 576                1 538              1 563
Consolidation adjustments                                      (150)                 (69)               (56)
Statutory excess ­ long-term insurance business               15 514               15 088             15 646
Capital adequacy requirement (CAR) (Rm)  (3)                   6 581                6 521              6 641
Ratio of long-term insurance business excess 
 to CAR (times)                                                  2.4                  2.3                2.4
Discretionary margins                                         11 041                9 785              9 974

1. The long-term insurance business includes both insurance and investment contract business and is the 
   simple aggregate of all the life insurance companies in the group, including life insurance companies in 
   Africa. It is after non-controlling interests but excludes certain items which are eliminated on 
   consolidation. It also excludes non-insurance business.
2. Disregarded assets are those as defined in the South African Long Term Insurance Act and are only 
   applicable to South African Long Term insurance companies. Adjustments are also made for the international 
   insurance companies from reporting excess to statutory excess as required by their regulators. It includes
   Sage intangible assets of R576 million (31.12.2011: R604 million; 30.06.2012: R590 million).
3. Aggregation of separate company CAR's, with no assumption of diversification benefits.



EMBEDDED VALUE RESULTS AS AT                                   31.12.2012         31.12.2011      30.06.2012

                                                                       Rm                 Rm              Rm

Covered business
Reporting excess ­ long-term insurance business                    16 388             15 767          16 782
Reclassification to non-covered business                          (1 306)              (943)         (1 388)
                                                                   15 082             14 824          15 394
Disregarded assets (1)                                              (726)              (850)           (688)
Difference between statutory and published valuation
 methods                                                            (452)              (270)           (436)
Dilutory effect of subsidiaries (2)                                  (31)              (52)             (30)
Consolidation adjustments (3)                                       (202)              (133)            (30)
Momentum Namibia adjustment (4)                                         -              (38)            (247)
Value of MMI Group Ltd preference shares issued                     (483)              (500)           (480)

Diluted adjusted net worth ­ covered business                      13 188             12 981          13 483
Net value of in-force business                                     16 547             13 843          14 910
Diluted embedded value ­ covered business                          29 735             26 824          28 393

Non-covered business
Net assets ­ non-covered subsidiaries of life insurance 
 companies                                                          1 306                943           1 388
Net assets ­ non-covered subsidiaries of the holding company        1 503              1 143           1 334
Consolidation adjustments (3)                                       (835)              (175)           (200)
Adjustments for dilution (5)                                          637              1 077             610

Diluted adjusted net worth ­ non-covered business                   2 611              2 988           3 132
Write up to directors' value                                        1 107                999             947
   Non-covered businesses                                           2 447              1 929           2 110
   Holding company expenses (6)                                     (998)              (813)           (953)
   International holding company expenses (6)                       (342)              (117)           (210)

Diluted embedded value ­ non-covered business                       3 718              3 987           4 079

Diluted adjusted net worth                                         15 799             15 969          16 615
Net value of in-force business                                     16 547             13 843          14 910
Write up to directors' value                                        1 107                999             947
Diluted embedded value                                             33 453             30 811          32 472

Required capital ­ covered business (adjusted for qualifying 
 debt and preference shares)                                        8 095              8 107           7 858

Surplus capital ­ covered business                                  5 093              4 874           5 625
Diluted embedded value per share (cents)                            2 086              1 920           2 023
Diluted adjusted net worth per share (cents)                          985                995           1 035
Diluted number of shares in issue (million)   (7)                   1 604              1 605           1 605

1. Disregarded assets include Sage intangible assets of R576 million (31.12.2011: R604 million; 
   30.06.2012: R590 million), goodwill and various other items.
2. For accounting purposes, Metropolitan Health has been consolidated at 100%, while Metropolitan Namibia and 
   Metropolitan Kenya have been consolidated at 96% for the current period, in the statement of financial 
   position. For embedded value purposes, disclosed on a diluted basis, the non-controlling interests and
   related funding have been reinstated.
3. Consolidation adjustments include mainly goodwill and intangibles in subsidiaries that are eliminated.
4. The carrying value of Momentum Namibia included in the reporting excess for the prior period was written 
   down to the company's net asset value. For December 2012 this adjustment is already included in the 
   reporting excess.
5. Adjustments for dilution are made up as follows:
   Dilutory effect of subsidiaries (note 2): R121 million (31.12.2011: R165 million; 30.06.2012: R74 million)
   Staff share scheme loans: Rnil (31.12.2011: R2 million; 30.06.2012: Rnil)
   Treasury shares held on behalf of contract holders: R203 million (31.12.2011: R198 million; 
   30.06.2012: R220 million)
   Liability ­ MMI convertible preference shares issued to KTH: R313 million (31.12.2011: R712 million; 
   30.06.2012: R316 million)
6. The holding company expenses reflect the present value of projected recurring head office expenses. The 
   International holding company expenses reflect the allowance for support services to the international life
   assurance and health businesses.
7. The diluted number of shares in issue takes into account all issued shares, assuming conversion of the 
   convertible redeemable preference shares and the release of staff share scheme shares, and includes the 
   treasury shares held on behalf of contract holders.

 
ANALYSIS OF NET VALUE OF IN-FORCE BUSINESS                                                          Restated
PER DIVISION                                                31.12.2012        31.12.2011          30.06.2012

                                                                    Rm                Rm                  Rm


Momentum Retail (1)                                              8 588             7 973               8 029
   Gross value of in-force business                             10 036             9 529               9 587
   Less cost of required capital                               (1 448)           (1 556)             (1 558)
Metropolitan Retail                                              3 532             3 278               3 323
   Gross value of in-force business                              4 203             3 804               3 968
   Less cost of required capital                                 (671)             (526)               (645)
Momentum Employee Benefits                                       2 386             1 365               1 992
   Gross value of in-force business                              3 079             2 145               2 609
   Less cost of required capital                                 (693)             (780)               (617)
Metropolitan International                                       1 445               922               1 268
   Gross value of in-force business                              1 527               950               1 321
   Less cost of required capital                                  (82)              (28)                (53)
Shareholder capital (1)                                            596               305                 298
   Gross value of in-force business (2)                            596               315                 298
   Less cost of required capital                                     -              (10)                   -
Net value of in-force business                                  16 547            13 843              14 910


Notes

 1. Net value of in-force of R93 million was transferred from Momentum Retail to Shareholder capital for 
    June 2012, reflecting a change in the responsibility for managing financial options and guarantees 
    (Advisory Practice Note 110).
 2. The value of in-force in the Shareholder capital represents discretionary margins managed by Balance
    Sheet Management.

                                  Adjusted net      Net value 
EMBEDDED VALUE                           worth    of in-force     31.12.2012      31.12.2011   30.06.2012

                                            Rm             Rm             Rm              Rm           Rm


Covered business
MMI Group Ltd                            6 777         10 479         17 256          16 239       16 644
Metropolitan Life Ltd                    5 392          4 624         10 016           8 682        9 471
Metropolitan Odyssey Ltd                    49              -             49              47           48
Metropolitan International                 970          1 444          2 414           1 856        2 230
   Metropolitan Life International          98              -             98              85           89
   Metropolitan Namibia  (1)               151            429            580             513          927
   Momentum Namibia (1)                    253            478            731               -            -
   Metropolitan Botswana                   109             94            203             202          215
   Metropolitan Lesotho                    218            354            572             487          539
   Metropolitan Kenya                       13              1             14              19           18
   Metropolitan Ghana                       27             17             44              42           26
   Metropolitan Swaziland                   20              2             22              19           21
   Metropolitan Nigeria                     73            (2)             71              54           59
   Metropolitan Zambia                       1              -              1              -             -
   Other international businesses (1)        7             71             78             435          336

Total covered business                  13 188         16 547         29 735          26 824       28 393


                                                  Write up to
                                  Adjusted net     directors'                                    Restated
                                         worth          value     31.12.2012      31.12.2011   30.06.2012

                                            Rm             Rm             Rm              Rm           Rm

Non-covered business
Momentum Investments (2)                   820            866          1 686           1 514        1 453
Metropolitan Health (3)                    287          1 237          1 524           1 435        1 603

Momentum Retail (Wealth) (4)               266            165            431               -          408

Shareholder capital (Momentum Short-
  Term Insurance)                          157            139            296             136          160

Metropolitan International Holdings (5)    119          (302)          (183)           (117)           78
MMI Holdings (after consolidation
  adjustments) (5)                         962          (998)           (36)           1 019          377

Total non-covered business               2 611          1 107          3 718           3 987        4 079

Total embedded value                    15 799         17 654         33 453          30 811       32 472
Diluted net asset value ­ non-covered
  business                             (2 611)

Adjustments to covered business ­
  adjusted net worth                     3 200

Reporting excess ­ long-term insurance
  business                              16 388


1. The Momentum international businesses were transferred from non-covered to covered business at 30 June
   2011. At 31 December 2012 Momentum Namibia has been shown separately, reflecting the conclusion of the
   purchase transaction.
2. Momentum Investments subsidiaries are valued using forward Price Earnings multiples applied to the 
   relevant sustainable earnings bases. December 2012 includes the valuation of Eris Properties Group.
3. Metropolitan Health subsidiaries have been valued using Embedded Value methodology.
4. Momentum Retail (Wealth) embedded value was included under covered business as at 31 December 2011.
5. The holding company expenses reflect the present value of projected recurring head office expenses. The
   International holding company expenses reflect the allowance for support services to the international 
   life assurance and health businesses.

                                                                          6 mths to   6 mths to  12 mths to
ANALYSIS OF CHANGES IN GROUP                     Covered business        31.12.2012  31.12.2011  30.06.2012

EMBEDDED VALUE                    Notes                 Gross
                                          Adjusted   Value of
                                         net worth   in-force   Cost of
                                             (ANW)      (VIF)       CAR    Total EV    Total EV    Total EV

                                                Rm         Rm        Rm          Rm          Rm          Rm

Profit from new business                     (684)      1 128      (82)         362         333         723
  Embedded value from new
  business                            A      (684)      1 106      (82)         340         311         633
  Expected return to end of 
  period                              B          -         22         -          22          22          90
Profit from existing business                1 675      (473)        65       1 267         402       2 350
  Expected return ­ unwinding of
  RDR                                 B          -        886     (180)         706         736       1 518
  Release from the cost of required
    capital                           C          -          -       278         278         200         411
  Expected (or actual) net of tax 
    profit transfer to net worth      D      1 471    (1 471)         -           -           -           -
  Operating experience variances      E        361        146       (3)         504         123         711
  Operating assumption changes        F      (157)       (34)      (30)       (221)       (657)       (290)

Embedded value profit from operations          991        655      (17)       1 629         735       3 073

Investment return on adjusted net 
 worth                                G        507          -         -         507         369         870
Investment variances                  H        225        638       126         989       (169)       (364)
Economic assumption changes           I         37        268     (130)         175        (37)         110
Acquisition of covered business                  -          -         -           -           -           5
Exchange rate movements                          6          4         -          10          26          18
Embedded value profit ­ covered
business                                     1 766      1 565      (21)       3 310         924       3 712

Transfer of business from/(to) non-
  covered business                              20          -         -          20         (5)       (523)

Capital transferred from/(to) 
 non-covered business                 J        186         93         -         279         (7)        (48)

Changes in share capital                        21          -         -          21          13         365
Dividend paid                              (2 301)          -         -     (2 301)     (1 495)     (2 498)
Change in reserves                              13          -         -          13          37          28
Change in embedded value ­ covered
  business                                   (295)      1 658      (21)       1 342       (533)       1 036


Non-covered business
Change in directors' valuation 
  and other items                                                              (38)        106            4
Holding company expenses                                                      (177)       (16)        (248)
Secondary Tax on Companies allowance                                              -         62            6
Embedded value profit ­ non-covered
  business                                                                    (215)        152        (238)
Changes in share capital                                                       (21)       (13)        (365)
Dividend paid                                                                   197        548          889
Finance costs ­ preference shares                                              (23)       (46)         (92)
Transfer of business (to)/from covered
  business                                                                     (20)          5          510
Capital transferred (to)/from covered         
  business                            J                                       (279)          7           41
Change in embedded value ­ non-
  covered business                                                            (361)        653          745

Total change in group embedded value                                            981        120        1 781

Total embedded value profit                                                   3 095      1 076        3 474

Return on embedded value (%) - internal rate of return                        20.0%       7.1%        11.3%


              
A. VALUE OF NEW BUSINESS
                                                                      Momentum
VALUE OF NEW BUSINESS                    Momentum    Metropolitan     Employee      Metropolitan
                                           Retail          Retail     Benefits     International      Total

                                               Rm              Rm           Rm                Rm         Rm

6 mths to 31.12.2012

Value of new business (1)                      93             153           66                28        340
   Gross                                      118             167          108                30        423
   Less cost of required capital             (25)            (14)         (42)               (2)       (83)

New business premiums                       5 965           1 090        3 381               300     10 736
   Recurring premiums                         539             557          253               156      1 505
   Single premiums                          5 426             533        3 128               144      9 231

New business premiums (APE)                 1 083             610          566               170      2 429
New business premiums (PVP)                 8 459           2 866        4 977               874     17 176
Profitability of new business as 
 a % of APE                                   8.6            25.1         11.7              16.5       14.0
Profitability of new business as
 a % of PVP                                   1.1             5.3          1.3               3.2        2.0


Restated
6 mths to 31.12.2011

Value of new business (1)                      73             151           52                13        289
   Gross                                       97             163           70                13        343
   Less cost of required capital             (24)            (12)         (18)                 -       (54)

New business premiums                       5 126           1 113        2 083               225      8 547
   Recurring premiums                         525             562          433               118      1 638
   Single premiums                          4 601             551        1 650               107      6 909

New business premiums (APE)                   985             617          599               129      2 330
New business premiums (PVP)                 7 503           2 826        4 503               707     15 539
Profitability of new business as 
 a % of APE                                   7.4            24.5          8.7              10.1       12.4
Profitability of new business as 
 a % of PVP                                   1.0             5.3          1.2               1.8        1.9


Restated
12 mths to 30.06.2012

Value of new business (1)                     173             262          130                34        599
   Gross                                      235             284          173                34        726
   Less cost of required capital             (62)            (22)         (43)                 -      (127)

New business premiums                      11 518           2 282        4 458               497     18 755
   Recurring premiums                       1 054           1 035          790               228      3 107
   Single premiums                         10 464           1 247        3 668               269     15 648

New business premiums (APE)                 2 100           1 159        1 157               255      4 671
New business premiums (PVP)                16 384           5 371        9 421             1 332     32 508
Profitability of new business as 
 a % of APE                                   8.2            22.6         11.2              13.3       12.8
Profitability of new business as 
 a % of PVP                                   1.1             4.9          1.4               2.6        1.8


- Value of new business and new business premiums are net of non-controlling interests.
- The cost of capital for the international business for December 2011 and June 2012 is less than 
  R1 million.
- The value of new business has been calculated on closing assumptions. Investment yields at the point of 
  sale have been used for fixed annuity and guaranteed endowment business, for other business the investment
  yields at the end of the year have been used.

1. The Wealth off-balance sheet business has been excluded from covered business in the current period. The 
   comparative value of new business information has been restated but the analysis of changes in embedded
   value has not been restated.

           

                                                                         Momentum
                                               Momentum  Metropolitan    Employee    Metropolitan
                                                 Retail        Retail    Benefits   International     Total

                                                     Rm            Rm          Rm              Rm        Rm

6 mths to 31.12.2012
 
Value of new business                                93           153          66              28       340
   Gross                                            118           167         108              30       423
   Less cost of required capital                   (25)          (14)        (42)             (2)      (83)

New business premiums                             5 965         1 090       3 381             300    10 736
   Recurring premiums                               539           557         253             156     1 505
       Risk                                         269           390         110               -       769
       Savings/Investments                          270           167         143               -      580
       International                                  -             -           -             156       156
   Single premiums                                5 426           533       3 128             144     9 231
       Savings/Investments                        5 179           250       1 548               -     6 977
       Annuities                                    247           283       1 580               -     2 110
       International                                  -             -           -             144       144

New business premiums (APE)                       1 083           610         566             170     2 429
   Risk                                             270           390         110               -       770
   Savings/Investments                              788           192         298               -     1 278
   Annuities                                         25            28         158               -       211
   International                                      -             -           -             170       170

New business premiums (PVP)                       8 459         2 866       4 977             874    17 176

Profitability of new business as a % of APE         8.6          25.1        11.7            16.5      14.0
Profitability of new business as a % of PVP         1.1           5.3         1.3             3.2       2.0

             
                                                                         Momentum
                                              Momentum   Metropolitan    Employee    Metropolitan
                                                Retail         Retail    Benefits   International     Total

                                                    Rm            Rm           Rm              Rm        Rm

Restated
6 mths to 31.12.2011

Value of new business                               73           151           52              13       289
   Gross                                            97           163           70              13       343
   Less cost of required capital                  (24)          (12)         (18)               -      (54)

New business premiums                            5 126         1 113        2 083             225     8 547
   Recurring premiums                              525           562          433             118     1 638
       Risk                                        294           394          277               -       965
       Savings/Investments                         231           168          156               -       555
       International                                 -             -            -             118       118
   Single premiums                               4 601           551        1 650             107     6 909
       Savings/Investments                       4 248           299          859               -     5 406
       Annuities                                   353           252          791               -     1 396
       International                                 -             -            -             107       107

New business premiums (APE)                        985           617          599             129     2 330
   Risk                                            294           394          278               -       966
   Savings/Investments                             655           198          242               -     1 095
   Annuities                                        36            25           79               -       140
   International                                     -             -            -             129       129

New business premiums (PVP)                      7 503         2 826        4 503             707    15 539

Profitability of new business as a % of APE        7.4          24.5          8.7            10.1      12.4
Profitability of new business as a % of PVP        1.0           5.3          1.2             1.8       1.9


                                                                            Momentum
                                               Momentum   Metropolitan      Employee    Metropolitan
                                                 Retail         Retail      Benefits   International    Total

                                                     Rm             Rm            Rm              Rm       Rm

Restated
12 mths to 30.06.2012

Value of new business                               173            262           130              34      599
   Gross                                            235            284           173              34      726
   Less cost of required capital                   (62)           (22)          (43)               -    (127)

New business premiums                            11 518          2 282         4 458             497   18 755
   Recurring premiums                             1 054          1 035           790             228    3 107
       Risk                                         566            735           419               -    1 720
       Savings/Investments                          486            300           368               -    1 154
       Annuities                                      2              -             3               -        5
       International                                  -              -             -             228      228
   Single premiums                               10 464          1 247         3 668             269   15 648
       Savings/Investments                        9 699            659         2 397               -   12 755
       Annuities                                    765            588         1 271               -    2 624
       International                                  -              -             -             269      269

New business premiums (APE)                       2 100          1 159         1 157             255    4 671
   Risk                                             566            734           419               -    1 719
   Savings/Investments                            1 456            366           608               -    2 430
   Annuities                                         78             59           130               -      267
   International                                      -              -             -             255      255

New business premiums (PVP)                      16 384          5 371         9 421           1 332   32 508

Profitability of new business as a % of APE         8.2           22.6          11.2            13.3     12.8
Profitability of new business as a % of PVP         1.1            4.9           1.4             2.6      1.8


            
                                                                                   Restated          Restated
RECONCILIATION OF LUMP SUM INFLOWS                              6 mths to         6 mths to        12 mths to
                                                               31.12.2012        31.12.2011        30.06.2012

                                                                       Rm                Rm                Rm

Total lump sum inflows                                             82 323            36 906           105 090
Inflows not included in value of new business                    (73 453)          (30 500)          (90 352)
Momentum Retail                                                   (6 582)           (5 672)          (13 063)
Momentum Employee Benefits                                           (53)             (180)              (66)
Metropolitan International                                          (573)              (47)           (1 122)
Momentum Investments
   On-balance sheet inflows                                      (11 406)           (4 755)          (10 661)
   Off-balance sheet inflows                                     (54 839)          (19 846)          (65 440)

Term extensions on maturing policies                                  379               427               885
Retirement annuity proceeds invested in living annuities                -               151                 -
Non-controlling interests and other adjustments                      (18)              (75)                25
Single premiums included in value of new business                   9 231             6 909            15 648



B. EXPECTED RETURN ­ UNWINDING OF RDR
   The expected return is determined by applying the risk discount rate applicable at the beginning of the 
   reporting period to the present value of in-force covered business at the beginning of the reporting period
   and adding the expected return on new business, which is determined by applying the current risk discount 
   rate to the value of new business from the point of sale to the end of the period.


C. RELEASE FROM THE COST OF REQUIRED CAPITAL
   The release from the cost of required capital represents the difference between the risk discount rate and
   the expected after tax investment return on the assets backing the required capital over the year.

D. EXPECTED (OR ACTUAL) NET OF TAX PROFIT TRANSFER TO NET WORTH
   The expected profit transfer for covered business from the present value of in-force to the adjusted net
   worth is calculated on the statutory valuation method. While investment returns on certain explicit 
   discretionary margin reserves were retained in the past, expected investment returns of R55 million
   (31.12.2011: R86 million; 30.06.2012: R146 million) on the statutory basis after tax (R68 million 
   (31.12.2011: R101 million; 30.06.2012: R182 million) on the published basis after tax) have been released 
   to earnings in the six months ended 31 December 2012 in conjunction with management's regular review of the 
   adequacy of these margins in line with the accounting policy. This item is released from the value of in 
   force as part of the item "Expected (or actual) net of tax profit transfer to net worth".

E. OPERATING EXPERIENCE VARIANCES


                                                     6 mths to 31.12.2012            6 mths to   12 mths to
                                                                                    31.12.2011   30.06.2012

OPERATING EXPERIENCE VARIANCES            Notes        ANW     Net VIF       EV             EV           EV

                                                        Rm          Rm       Rm             Rm           Rm

Momentum Retail                                         22        (38)     (16)          (111)           76
Mortality and morbidity                       1        115           3      118             33          154
Terminations, premium cessations
 and policy alterations                       2       (22)        (20)     (42)           (67)            3
Expense variance                                      (10)           -     (10)           (38)         (23)
Other                                         3       (61)        (21)     (82)           (39)         (58)


Metropolitan Retail                                      7        (46)     (39)             18            7
Mortality and morbidity                       1         44           2       46             72           92
Terminations, premium cessations
 and policy alterations                       4       (11)        (29)     (40)           (52)         (76)
Expense variance                                        13           -       13             21           27
Other                                         5       (39)        (19)     (58)           (23)         (36)

Momentum Employee Benefits                              89         177      266             21          147
Mortality and morbidity                       1         56           -       56           (11)           53
Terminations                                  6         35         177      212              6           44
Expense variance                                         -           -        -              3           14
Other                                                  (2)           -      (2)             23           36

Metropolitan International                              41          31       72           (12)           38
Mortality and morbidity                       1         31         (1)       30             28           62
Terminations, premium cessations 
 and policy alterations                                (7)          25       18           (34)            1
Expense variance                                       (3)           1      (2)              -         (18)
Other                                                   20           6       26            (6)          (7)


Shareholder capital                           7        202          26      228            232          328
Opportunity cost of required 
 capital                                                 -         (7)      (7)           (25)          115

Total operating experience variances                   361         143      504            123          711


Notes

1. Overall, mortality and morbidity experience during the last six months was better compared to what was 
   allowed for in the valuation basis.
2. Unfavourable experience on mainly Wealth business, including impacts of reduction in negotiated fees.
3. Mainly non-recurring costs related to strategic initiatives undertaken in the division.
4. Mainly one-off items relating to Direct Marketing terminations and expense recoveries on withdrawals 
   of smoothed bonus products. Corrective actions, including provisioning and modelling changes, have been
   taken during the current period.
5. Mainly tax variances resulting from short term expense relief being lower than the long-term assumptions.
6. Due to improved persistency and a migration towards less capital intensive products.
7. The income recorded in respect of shareholder capital relates mostly to earnings from holding company 
   activities and the management of MMI's capital and shareholder balance sheet risks. Other sources of 
   earnings such as variations in actual tax payments and corporate expenses not allocated to underlying 
   business units are also included here.

            
F. OPERATING ASSUMPTION CHANGES

                                                                                   6 mths to      12 mths to
                                                       6 mths to 31.12.2012       31.12.2011      30.06.2012
OPERATING ASSUMPTION CHANGES              Notes     ANW      Net VIF       EV             EV              EV

                                                     Rm           Rm       Rm             Rm              Rm

Momentum Retail                                    (59)          (4)     (63)            548           (220)
Mortality and morbidity assumptions                   -            -        -              -              11
Renewal expense assumptions                           -            -        -            (9)              17
Termination assumptions                               -            -        -              -             (7)
Modelling and methodology changes             1    (59)          (4)     (63)          (172)           (241)
Reallocation of margins from Shareholder
capital                                               -            -        -            729              -

Metropolitan Retail                                (58)         (15)     (73)           (10)             143
Mortality and morbidity assumptions                 (2)          (1)      (3)              -              15
Renewal expense assumptions                         (6)            1      (5)              7             (3)
Termination assumptions                               3            1        4              2               3
Methodology changes                           1    (23)         (23)     (46)              -             (6)
Other                                         2    (30)            7     (23)           (19)             134

Momentum Employee Benefits                           25            2       27             25             296
Assumed mortality and morbidity profit
 margin                                               -            -        -             -               82
Termination assumptions                               -            -        -             -               56
Renewal expense assumptions                           -            4        4             13             109
Methodology changes                           1      25          (2)       23              8              55
Other                                                 -            -        -              4             (6)

Metropolitan International                         (59)         (59)    (118)           (20)            (44)
Mortality and morbidity assumptions                 (3)         (17)     (20)              -               1
Renewal expense assumptions                   3    (30)         (10)     (40)             23             (8)
Termination assumptions                              12            7       19              -             (7)
Modelling and methodology changes             4    (38)         (39)     (77)           (43)            (30)

Shareholder capital                                 (6)           12        6          (708)             (6)
Reallocation of margins to Momentum Retail            -            -        -          (729)               -
Other                                               (6)           12        6             21             (6)

Methodology change: cost of required capital          -            -        -          (492)           (459)

Total operating assumption changes                (157)         (64)    (221)          (657)           (290)

Notes

1. Various model improvements within the divisions.
2. Mainly improvements to the modelling of paid-up policies.
3. Strengthening of expense reserving basis for certain International countries.
4. Various changes to models and methodology, including improvements to a) technical provisions for financial 
   guarantees and b) the cost of required capital calculations affecting the net VIF.


G. INVESTMENT RETURN ON ADJUSTED NET WORTH

                                                                     6 mths to        6 mths to    12 mths to
INVESTMENT RETURN ON ADJUSTED NET WORTH                             31.12.2012       31.12.2011    30.06.2012

                                                                            Rm               Rm            Rm

Investment income                                                          322              310           611
Capital appreciation                                                       202               94           290
Preference share dividends paid and change in fair
  value of preference shares                                              (17)             (35)          (31)
Investment return on adjusted net worth                                    507              369           870


H. INVESTMENT VARIANCES
   Investment variances represent the impact of higher/lower than assumed investment returns on current and
   expected future after tax profits from in-force business.

I. ECONOMIC ASSUMPTION CHANGES
   The economic assumption changes include the effect of the change in assumed rate of investment return, 
   expense inflation rate and risk discount rate in respect of local and offshore business.

J. CAPITAL TRANSFERRED FROM/(TO) NON-COVERED BUSINESS
   Represents the alignment of net assets and value of in-force of mainly international subsidiaries between
   covered and non-covered business.


                                           Adjusted    In-force business             New business written
COVERED BUSINESS: SENSITIVITIES ­               net
31.12.2012                                    worth         Net    Gross    Cost of       Net    Gross   Cost of
                                                          value    value        CAR     value    value       CAR

                                                 Rm          Rm       Rm         Rm        Rm       Rm        Rm

Base value                                   13 188      16 547    19 441   (2 894)       340      423      (83)

1%   increase in risk discount rate                      15 179    18 378   (3 199)       271      366      (95)
     % change                                               (8)       (5)        11      (20)     (13)        14

1%   reduction in risk discount rate                     17 967    20 513   (2 546)       423      492      (69)
     % change                                                 9         6      (12)        24       16      (17)

10%  decrease in future expenses                         17 471    20 365   (2 894)       397      480      (83)
     % change    (1)                                          6         5        -         17       13         -

10%  decrease in lapse, paid-up and
      surrender rates                                    17 104    20 108   (3 004)       419      505      (86)
     % change                                                 3         3        4         23       19         4

5%   decrease in mortality and morbidity
      for assurance business                             17 840    20 734   (2 894)       426      509      (83)
     % change                                                 8         7         -        25       20         -

5%   decrease in mortality for annuity
      business                                           16 298    19 183   (2 885)       334      417      (83)
     % change                                               (2)       (1)         -       (2)      (1)         -

1%   reduction in gross investment
      return, inflation rate and risk        13 259      16 738    19 693   (2 955)       392      473      (81)
      discount rate
     % change    (2)                              1           1         1         2        15       12       (2)

1%   reduction in inflation rate             13 548      16 835    19 728   (2 893)       376      459      (83)
     % change                                     3           2         1         -        11        9         -

10%  fall in market value of equities and
      properties                             13 006      15 543    18 604   (3 061)
     % change                                   (1)         (6)       (4)         6

10%  reduction in premium indexation
      take-up rate                                       16 229    19 123   (2 894)       316      399      (83)
     % change                                               (2)       (2)         -       (7)      (6)         -

10%  decrease in non-commission
      related acquisition expenses                                                        392      475      (83)
     % change                                                                              15       12         -

1%   increase in equity/property risk
      premium                                            16 912    19 806   (2 894)       350      433      (83)
     % change                                                 2         2         -         3        2         -


1. No corresponding changes in variable policy charges are assumed, although in practice it is likely that these 
   will be modified according to circumstances.
2. Bonus rates are assumed to change commensurately.
3. The change in the value of cost of required capital is disclosed as nil where the sensitivity test results in 
   an insignificant change in the value. 



STOCK EXCHANGE PERFORMANCE                                  31.12.2012   30.06.2012   31.12.2011   30.06.2011

6 month period
Value of listed shares traded (rand million)                     6 792        7 946        3 474        5 936
Volume of listed shares traded (million)                           335          445          209          355
Shares traded (% of average listed shares in issue)  (1)            43           59           28           47
Value of shares traded ­ life insurance (J857 ­ Rbn)                62           65           54           53
Value of shares traded ­ top 40 index (J200 ­ Rbn)               1 368        1 423        1 368        1 288

Trade prices
   Highest (cents per share)                                     2 232        1 976        1 876        1 775
   Lowest (cents per share)                                      1 792        1 645        1 505        1 583
   Last sale of period (cents per share)                         2 217        1 800        1 710        1 699
Annualised percentage (%) change during period                      52           11            1            5
Annualised percentage (%) change ­ life insurance sector
  (J857)                                                            57           34           23            9
Annualised percentage (%) change ­ top 40 index (J200)              38            8          (1)          (1)

31 December/30 June
Price/diluted core headline earnings (segmental) ratio            11.8          9.8         10.6         10.6
Dividend yield % (dividend on listed shares) (1)                   5.4          6.3          6.3          6.2
Dividend yield % ­ top 40 index (J200) (1)                         2.8          3.0          2.8          2.4

Total shares issued (million)
   Ordinary shares listed on JSE                                 1 570        1 571        1 504        1 504
   Unlisted ­ share purchase scheme                                  -            -            1            1
   Total ordinary shares in issue                                1 570        1 571        1 505        1 505
   Treasury shares held on behalf of contract holders             (11)         (13)         (15)         (14)
   Adjustment to staff share scheme shares  (2)                      -            -          (1)          (1)
       Share purchase scheme                                         -            -          (1)          (1)

   Basic number of shares in issue                               1 559        1 558        1 489        1 490
   Adjustment to staff share scheme shares                           -            -            1            1
   Treasury shares held on behalf of contract holders               11           13           15           14
   Convertible redeemable preference shares                         34           34          100          100
   Diluted number of shares in issue (3)                         1 604        1 605        1 605        1 605
Market capitalisation at end (Rbn)  (4)                             36           29           27           27
Percentage (%) of life insurance sector (1)                         13           13           13           15

1. Percentages have been annualised.
2. These are shares which have been issued since 1 January 2001, the date on which the group adopted AC133 
   (now IAS 39).
3. The diluted number of shares in issue takes into account all issued shares, assuming conversion of the 
   convertible redeemable preference shares and the release of staff share scheme shares, and includes the 
   treasury shares held on behalf of contract holders.
4. The market capitalisation is calculated on the fully diluted number of shares in issue.

Date: 06/03/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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