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LIBERTY HOLDINGS LIMITED - Financial Results for the six months ended 30 June 2013

Release Date: 01/08/2013 07:05
Code(s): LBH LBHP     PDF:  
Wrap Text
Financial Results for the six months ended 30 June 2013

Liberty Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1968/002095/06)
JSE code: LBH
ISIN code: ZAE0000127148

Liberty Holdings Limited
Financial results
For the six months ended 30 June 2013

Highlights

BEE normalised operating earnings
up 31%

BEE normalised return on equity
22%

return on BEE normalised group equity value
13%

value of long-term insurance new business
up 32%

retail long-term insurance new business margin
2,1%

long-term insurance indexed new business
up 12%

customer net cash inflows
R11 billion

Interim dividend
up 10%

Liberty Group Limited CAR cover
2,75 times

Financial performance indicators
for the six months ended 30 June 2013

                                                                             30 June    30 June          %      31 Dec
                                                                                2013       2012     change        2012

Liberty Holdings Limited
Earnings (1)
Basic earnings per share (cents)                                               648,8      611,9        6,0     1 433,6
BEE normalised headline earnings per share (cents)                             602,7      568,8        6,0     1 300,1
BEE normalised operating earnings (Rm)                                         1 048        801       30,8       1 723
BEE normalised return on equity (%)                                             21,8       22,3       (2,2)       24,0
Group equity value
BEE normalised group equity value per share (R)                               117,16     104,31       12,3      115,43
BEE normalised return on group equity value (%)                                 13,0       15,6      (16,7)       20,8
Distributions per share (cents)
Normal dividend                                                                  212        192       10,4         528

 Interim dividend                                                                212        192       10,4         192
 Final dividend                                                                  n/a        n/a                    336

Special dividend                                                                 n/a        n/a                    130
Total assets under management (Rbn)                                              566        484       16,9         528

Long-term insurance operations
Indexed new business (excluding contractual increases) (Rm)                    3 122      2 793       11,8       6 055
New business margin (%)                                                          1,8        1,5       20,0         2,0
Net customer cash inflows (Rm)                                                 1 922      1 062       81,0       4 572
Capital adequacy cover of Liberty Group Limited (times covered)                 2,75       2,94       (6,5)       2,71

Asset management  STANLIB
Assets under management (Rbn)                                                    504        431       16,9         473
Net cash inflows including money market (Rm) (2)                               9 012      5 419       66,3      14 327

 Retail and institutional net cash inflows excluding money market (Rm) (2)     7 630      5 711       33,6      11 744
 Money market net cash inflows/(outflows) (Rm) (2)                             1 382       (292)      >100       2 583

(1) 2012 earnings have been restated for the change in accounting policy relating to the adoption of the amendments to IAS 19 Employee Benefits.
(2) Excludes intergroup life funds; multi-manager insurance funds have been reclassified to Liberty intergroup effective 1 January 2013.

Preparation and supervision:
This announcement on Liberty Holdings Limited's interim results for the six months ended 30 June 2013 has been
prepared and supervised by JC Hubbard (Group Chief Financial Officer) BCom CA(SA) and CG Troskie (Group Financial
Director) BCom (Hons) CA(SA).

Commentary on results
for the six months ended 30 June 2013

Overview
In the first half of 2013, Liberty continued to produce a high return on equity and further growth in sales and assets under management.
We continued to produce positive experience variances in our long-term insurance business and our balance sheet management
capability successfully managed the volatility in the markets seen in May and June. Equity value advanced in line with our medium-term
expectations.

This performance has been supported by innovative new products, solid insurance new business growth, reasonable investment fund
performance and our demonstrated ability to manage within model. BEE normalised headline earnings of R1 704 million were 5,1% up,
representing a 30,8% growth in operating earnings and a gross investment return on the group's shareholder investment portfolio (SIP)
of 5,5% (30 June 2012: 6,4%). The growth in operating earnings has been achieved without any significant assumption or modelling
changes and despite a volatile interest rate environment. This converts to a 6,0% increase in BEE normalised headline earnings per
ordinary share to R6,03 (30 June 2012: restated R5,69). Return on equity of 21,8% compares to 22,3% (restated) achieved in the
first half of 2012.

The SIP performance while ahead of benchmark does reflect a reduction in the exposure to foreign assets through profit taking as the
rand weakened.

Equity value per share of R117,16 is 1,5% up on 31 December 2012, despite the funding of the 2012 special and final dividends of R4,66 per
share and reflects R2 068 million of equity value profits, or a 13,0% annualised return on group equity value. The annualised return is
higher than the estimated cost of capital target of 11,7%.

Long-term indexed insurance sales of R3 122 million are up 11,8% on the prior half year. This combined with improved pricing, produced
a 32,3% improvement in the group embedded value of long-term insurance new business to R307 million at an overall margin of 1,8%
(30 June 2012: 1,5%). Margins were down from the 2012 second half mainly due to the higher risk discount rate following the increased
South African bond market interest rates at 30 June 2013. The new Evolve investment product range launched at the end of 2012 has
been very successful.

Group asset management net cash inflows of R9,0 billion are significantly higher compared to the R5,4 billion cash inflows for the half
year 2012. This was achieved despite a drawdown of R7 billion of assets under a government mandate in East Africa. STANLIB's South
African business had a particularly good half year attracting R14,1 billion of net cash inflows of which R13,5 billion went into higher margin
non money market retail and institutional mandates. Assets under management across the group grew by 7,2% from 31 December 2012
to R566 billion.

LibFin's management of the group's market risk within risk appetite has supported the maintenance of the group's strong capital position
with the capital adequacy ratio in the group's main long-term insurance license being 2,75 times (31 December 2012: 2,71 times) the
regulatory minimum despite the funding of dividends of R800 million.

There has broadly been no change to the group's strategic objectives which remain focussed on:
-	 managing the core South African insurance operations within acceptable sustainable long-term assumption sets, whilst profitably
         capturing greater shares of both the existing and developing markets;
-	 developing innovative products to service targeted customer segments;
-	 optimising the balance sheet within board approved risk appetite limits;
-	 improving asset management capability, while leveraging off the strong property, fixed income, balanced and money market
         franchises and new alternative capability to capture a larger share of the retail and institutional fund flows;
-	 achieving the business cases of business development initiatives across the group;
-	 expanding the geographical footprint into expected high growth regions of sub-Saharan Africa; and
-	 maximising opportunities under the Standard Bank bancassurance agreement.

We continue to prepare for the implementation of the proposed new long-term insurance solvency regime (SAM) and believe the group
is appropriately positioned from a capital perspective.

Business unit financial review
for the six months ended 30 June 2013
                                                                           12 months
                                                     Restated(1)            Restated(1)
                                          30 June     30 June                 31 Dec
                                             2013        2012            %      2012
Earnings by business unit                      Rm          Rm       change        Rm

Insurance

Retail segment (1)                            771         575         34,1     1 179

Retail SA (1)                                 798         611         30,6     1 217
Direct Financial Services                     (27)        (36)        25,0       (38)

Institutional segment                          44         (12)        >100        45

Liberty Corporate (1)                          52          38         36,8        66
Liberty Africa Insurance (2)                   18          (5)        >100        21
Liberty Health                                (26)        (45)        42,2       (42)

Balance sheet management

LibFin Markets                                 54          99        (45,5)      151

Asset management

STANLIB                                       270         221         22,2       537

South Africa                                  243         200         21,5       489
Other Africa                                   27          21         28,6        48

Liberty Properties                             17          25        (32,0)       48

Development and management                     17          15         13,3        39
Fountainhead (sold 1 August 2012)                          10                      9

Central overheads and sundry income (1)      (108)       (107)        (0,9)     (237)

BEE normalised operating earnings           1 048         801         30,8     1 723

LibFin Investments                            656         821        (20,1)    1 965

BEE normalised headline earnings            1 704       1 622          5,1     3 688

BEE preference share adjustment               (37)        (33)       (12,1)      (62)

Headline earnings                           1 667       1 589          4,9     3 626

(1) 2012 earnings have been restated for the change in accounting policy relating to the adoption of the amendments to IAS 19 Employee Benefits.
(2) Liberty Africa Insurance includes long-term and short-term insurance products sold to both the retail and institutional markets. The business unit has been classified under the
    institutional segment as the majority of premiums are derived from institutional clients.

Financial results

Insurance

Retail segment (includes Retail SA and Direct Financial Services)
Headline earnings for the half year of R771 million are 34,1% up compared to the restated R575 million in 2012, comprising Retail SA of
R798 million (30 June 2012: R611 million) and Direct Financial Services of R27 million loss (30 June 2012: R36 million loss). This increase
is supported by good annual contract increases, ongoing positive persistency and risk variances, higher management fees due to the
2012 growth in underlying investment portfolios and good expense control. Earnings have also absorbed the ongoing build costs of the
transactional joint venture with Standard Bank, affinity relationship with Vodacom and investments in our emerging consumer market
(ECM) business during the period.

We continue to innovate and new investment products have been recently launched, particularly supporting our strategy of developing
investment propositions that are low cost but provide relevant options to consumers. In addition, a Linked Investment Service Provider
(LISP) capability has been developed and has been functional from mid July 2013. This offering makes direct investments into managed
funds available to retail customers through a cost-efficient platform and complements the life wrapper investment product range. This
development also improves the ability for the financial advisors to assess a customer's comprehensive investment needs and provide
complete portfolio information from one data source.

Indexed new business sales (excluding contractual increases) of R2,8 billion have increased by 12,7% over June 2012. Single premium
investment business of the new Evolve range is very encouraging and totalled R1,4 billion for the half year. Credit life sales under the
bancassurance agreement with Standard Bank (up 25,5%) remain good. Recurring premium investment business was up 8% and risk
business remains steady. The ability to convert leads and reduce lapse rates in our ECM business remains a challenge and alternative
channel development is being investigated. The Retail SA new business margin of 2,0% is a significant improvement on the 1,7% achieved
for six months to 30 June 2012, and is within the medium-term targeted range of between 2,0% and 2,5%. Significant increases in the
South African market bond yields particularly towards the end of the reporting period have had the effect of reducing the value of new
business margin by 0,2% from December 2012.

Net cash inflows were also very strong at R2,2 billion and were supported by strong contributions from our sales of single premium
investment products and good persistency experience leading to lower than anticipated withdrawals.

In October 2012 a comprehensive loyalty programme, "Own your life REWARDS", was successfully launched to initially support both the
Retail SA and Liberty Health businesses. The costs of the programme are included in central overheads, development costs and sundry
income. The programme has been well received as evidenced by membership growth to 13 200 principal members, being an increase
of 6 400 members for the six months to 30 June 2013.

The direct IT platform capability continues to be enhanced to improve the support of the joint ventures with Vodacom and Standard
Bank.

Institutional segment

Liberty Corporate
Following last year's launch of the new flagship investment product, the Liberty Stable Growth Fund, as well as a unique index tracking
investment range, Liberty Corporate was recognised by the Financial Intermediary Association as the best employee benefits product
supplier. This is indicative of the recent focus on enhancing service levels and establishing a distribution and product capability for larger
corporate and retirement funds.

Improved headline earnings of R52 million (up 36,8%) are mainly a function of improved risk claims experience and cost efficiency.
Indexed new business of R292 million is 6,2% higher than the half year to 30 June 2012, largely due to improved enhancement and risk
sales. Value of new business for the period is R12 million (30 June 2012: R9 million). Net cash outflows reduced to R0,4 billion for the half
year, this is considerably improved from the R1,9 billion outflow in the equivalent period in 2012.

Liberty Africa Insurance
East and Southern Africa (outside of South Africa) contributed R18 million to Liberty's headline earnings for the reporting period.
This is significantly up compared to the R5 million loss reported for the same period in 2012. The result has been supported by stable
investment markets and consistent claims loss ratios in the short-term insurance business. Long-term insurance new business margins
at 11,3% (30 June 2012: 7,7%) are pleasing.

We continue to actively pursue expansion opportunities particularly in West Africa where Liberty is underrepresented. The positive
Africa growth outlook is gaining in credibility and consequently the group has reserved capital resources to take advantage of investment
opportunities as they arise.

Liberty Health
Liberty's share of Liberty Health's headline loss for the half year 2013 is R26 million. Whilst recent operational efficiencies are producing
better cost ratios, the business does not, as yet, have sufficient scale to leverage the investment in systems and processes. The
acquisition of client mandates as well as assisting the medical scheme administration clients to grow their membership remains
management's top priority.

Our health risk products targeted at employees in African countries, excluding South Africa, continue to be supported, despite requiring
significant premium increases. Our in-force book covers 78 425 lives (30 June 2012: 78 836). The medical claims loss ratio at 96,9% for
the first half has suffered from high outlier claims and seasonality.

Balance sheet management
Market risk exposures and credit portfolio (LibFin Markets)
LibFin Markets continued to manage market risk exposures within a narrow range despite considerable volatility in interest rate markets
towards the end of the six month period. Headline earnings of R54 million flowed mainly from increased profits on the credit portfolio
assets backing annuities and guaranteed capital bonds. The result of asset liability matching activities virtually broke even for the period.
LibFin directly managed R39 billion of asset portfolios at 30 June 2013 (31 December 2012: R32 billion).

Shareholder Investment Portfolio (SIP) (LibFin Investments)
LibFin Investments manages the SIP which comprises the group's investment market exposure to the 90:10 book of business and the
assets backing capital in the insurance operations. The portfolio which is managed under a low risk balanced mandate produced a gross
return of 5,5% (30 June 2012: 6,4%) which was ahead of benchmark. This return benefited from a weaker rand, positive offshore equity
markets and portfolio construction offset by lower domestic bond and equity returns. Exposure to foreign assets was reduced during
the period on profit taking actions as the rand weakened.

Asset management
With effect from 1 January 2013, STANLIB manages all the group's African asset management businesses that are located in South Africa
as well as other African territories. Prior year comparatives have been restated to reflect this change.

STANLIB South Africa
STANLIB experienced substantial net inflows of R14,1 billion during the first six months of 2013. Inflows into institutional money
market collective investments of R1,6 billion, retail collective investments of R9,0 billion and linked investments and structured
products of R3,6 billion were particularly good. Total assets under management increased to R468 billion at 30 June 2013
(31 December 2012: R437 billion).

The majority of funds under management continue to produce satisfactory performance and STANLIB's unit trusts recently received
five Raging Bull awards.

STANLIB's headline earnings at R243 million are 21,5% higher compared to the equivalent period in 2012 despite ongoing costs associated
with additional investment capabilities. Earnings have benefited from gross fee income growth of 21,2% driven by a higher opening asset
base and a better fund mix reflecting the higher proportion of retail flows in recent periods.

STANLIB Other Africa
Assets under management at 30 June 2013 remained high at R36 billion (31 December 2012: R36 billion) despite the further drawdown
of R7,0 billion of assets under a government mandate in East Africa. Headline earnings for the half year were 28,6% higher at R27 million
(30 June 2012: R21 million).

Liberty Properties
Liberty Properties, which comprises property management and development, has benefited from growth in property management
fees supported by increases in rentals at the flagship shopping centres. Development fee income, however, remains low reflecting little
development activity for the period. Headline earnings are R17 million for the period (30 June 2012: R15 million).


Bancassurance
The commercial bancassurance joint venture relationship with Standard Bank, which is applicable across the group's asset management
and insurance operations, is continuing to make a considerable contribution to new business volumes and earnings. Indexed sales of
insurance products for the period from bancassurance channels are 20,0% higher than 2012 and STANLIB received a 12,0% growth in
net asset management fees related to assets acquired through the Standard Bank distribution channel.

The total SA covered business embedded value of in-force contracts sold under the agreement attributable to Liberty at 30 June 2013
has increased from R1,2 billion at 31 December 2012 to R1,3 billion at 30 June 2013 despite the higher required discount rates which have
reduced the present value of in-force insurance policies.


Tax legislation
The draft Taxation Laws Amendment Bill, 2013 was issued for comment on 4 July 2013. The draft bill proposes additional changes to
the new expense relief formulae to those which became applicable to long-term insurers in the 2012 Amendment Bill. These changes
are contrary to the long-term insurance industry expectations and if promulgated in their current form will negatively impact Liberty's
reported IFRS net asset value as well as the group's equity value. The potential impact cannot reliably be determined at this stage,
however, it is likely to be less than R300 million reduction in the group's IFRS net asset value and less than R450 million reduction in the
group's equity value. Liberty will actively engage with the South African Revenue Services and National Treasury to lobby for a definition
that is more equitable.

The group has applied the current taxation legislation in preparing the 30 June 2013 results.

Capital adequacy cover and life license rationalisation
The capital adequacy cover of Liberty Group Limited remains strong at 2,75 times the statutory requirement (31 December 2012:
2,71 times). All the other group subsidiary life licences are well capitalised.

The proposed rationalisation of transferring three of the South African long-term insurance licensed entities (Capital Alliance Life
Limited, Liberty Growth Limited and Liberty Active Limited) into the main license entity, Liberty Group Limited, is progressing well and
the required court date to sanction the arrangement has been scheduled for late August 2013. Assuming the sanction is granted, the
implementation date will be 1 September 2013. The rationalisation will result in improved capital efficiency under the SAM framework
and simplification of operational requirements.

The Liberty Group Limited's capital position will not be significantly impacted by the rationalisation. However, post-rationalisation, the
capital adequacy cover ratio (CAR) will reflect the combined statutory capital and the combined capital requirements of the four entities.
This will lead to a lower cover ratio than previously reported for Liberty Group Limited but a higher capital surplus.

The pro forma CAR ratio of Liberty Group Limited at 30 June 2013 assuming rationalisation had been implemented is 2,07 times the
statutory requirement.

Dividends
2013 interim dividend
In line with the group's dividend policy, the board has approved and declared a gross interim dividend of 212 cents per ordinary share.
The interim dividend will be payable out of income reserves and payable to all ordinary shareholders recorded in the books of Liberty
Holdings Limited at the close of business on Friday, 30 August 2013.

There are no STC credits to be utilised for this interim dividend. The dividend of 212 cents per ordinary share will be subject to a local
dividend tax rate of 15% which will result in a net interim dividend, to those shareholders who are not exempt from paying dividend tax,
of 180,2 cents per ordinary share. Liberty Holdings Limited's income tax number is 9050/191/71/8. The number of ordinary shares in
issue in the company's share capital at the date of declaration is 286 202 373.

The important dates pertaining to the dividend is as follows:
Last date to trade cum dividend on the JSE 	                                                                 Friday, 23 August 2013
First trading day ex dividend on the JSE 	                                                                 Monday, 26 August 2013
Record date 	                                                                                                 Friday, 30 August 2013
Payment date 	                                                                                                 Monday, 2 September 2013

Share certificates may not be dematerialised or rematerialised between Monday, 26 August 2013 and Friday, 30 August 2013, both
days inclusive. Where applicable, in terms of instructions received by the company from certificated shareholders, the payment of the
dividend will be made electronically to shareholders' bank accounts on payment date.

In the absence of specific mandates, cheques will be posted to shareholders. Shareholders who have dematerialised their shares will
have their accounts with their CSDP or broker credited on Monday, 2 September 2013.

Prospects
We believe that the group is well positioned to continue to produce sustainable growth. Our core insurance and asset management
businesses are performing better than assumptions. We anticipate that they will continue to do so and attract higher levels of new
business at improved margin despite the current pressure on consumer disposable income in South Africa. We believe our balance
sheet management capability has proven our ability to continue managing our investment market risk exposures within risk appetite and
competently deal with any protracted period of volatility in investment markets.

Bruce Hemphill 	                                                                                                        Saki Macozoma
Chief Executive 	                                                                                                Chairman

31 July 2013

Liberty Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1968/002095/06)
JSE code: LBH
ISIN code: ZAE0000127148
Telephone +27 11 408 3911

Transfer Secretaries
Computershare Investor Services (Pty) Limited
(Registration number: 2004/003647/07)
Ground Floor, 70 Marshall Street, Johannesburg 2001
PO Box 61051, Marshalltown 2107
Telephone +27 11 370 5000

Sponsor
Merrill Lynch

These results are available at www.liberty.co.za

Accounting policies

The unaudited condensed interim financial information for the six months ended 30 June 2013 have been prepared in terms of
International Financial Reporting Standards (IFRS) and comply with IAS 34, Interim Financial Reporting, the SAICA Financial Reporting
Guides issued by the Accounting Practices Committee and Financial Pronouncements issued by the Financial Reporting Standards
Council, the JSE Limited Listings Requirements as well as the requirements of the South African Companies Act, No. 71 of 2008.

The accounting policies adopted in the preparation of the consolidated financial statements are in terms of IFRS and are consistent
with those adopted in the previous year except for changes required by the mandatory adoption of new and revised IFRS, as well
as the adoption of a new accounting policy to describe the accounting treatment of certain financial instrument sale and repurchase
agreements. These changes and impacts are summarised below:

Mandatory changes in accounting policies resulting from the adoption of new and revised IFRS with retrospective application:
Refer to the appendix for details of the required restatements to the previously reported statements of financial position at 30 June
2012 and 31 December 2012 and statements of comprehensive income for the periods ended 30 June 2012 and 31 December 2012.
The restatements have not had any impact on the condensed statement of changes in shareholders' funds, as previously reported.
The group's condensed statements of cash flows have been restated for the increase in cash and cash equivalents resulting from the
consolidation of additional mutual funds and the corresponding flows from investing activities. The condensed segment information has
been restated in line with the changes to the statements of comprehensive income.

IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, and IAS 28 (Revised) Investments in Associates and
Joint Ventures
The group has adopted the above suite of IFRS and revisions which deal with the accounting treatment for the group's involvement in
investments in entities for which the group is assessed to have more than an insignificant influence. These have resulted in changes in
accounting policies effective for the year commencing 1 January 2013 and have been applied retrospectively in line with the transitional
requirements. The group consequently re-examined the combined impact of these standards on all of its investments and certain
reclassifications of investments in mutual funds were required. There have been no reclassifications of investments in other types of
entities.

Previously, investments in mutual funds that amounted to between 20% and 50% of the total fund value or voting rights were considered
to be interests in associates  mutual funds, and those greater than 50% were considered to be subsidiaries. As a result of the adoption
of IFRS 10, which has redefined the definition of control, the group has removed the reference to specific percentage holdings in the
group's accounting policy as the defining parameter. This has led to an increased number of mutual funds being classified as subsidiaries
or associates, as well as reclassifications between these categories and financial instruments. No investments in mutual funds have met
the new definition of joint arrangements.

The group continues to account for its interests in associates  mutual funds, as at fair value through profit or loss by applying the
measurement exemption for investment-linked insurance funds in IAS 28.

These reclassifications of mutual funds have resulted in a number of changes to items presented in both the statement of comprehensive
income and financial position for the periods reported on in 2012. These restatements are detailed in the appendix, however in summary
there have been no resultant changes to the group total earnings, comprehensive income, shareholders' funds or net asset value for
these prior reported periods or the six month period to 30 June 2013.

Amendments to IAS 19 Employee Benefits
The group has adopted the amendments to IAS 19 Employee Benefits, which has resulted in a change in accounting policy effective
for the year commencing 1 January 2013. The amendments have changed the basis for recognition of movements in post-retirement
employee benefits liabilities or assets, with certain remeasurements of the relevant liability or asset now being mandatory recognised
in other comprehensive income. In prior periods the group recognised all remeasurements in post-retirement employee benefit plan
liabilities or assets in profit or loss as previously allowed or mandated in IAS 19.

The change in accounting policy has been applied retrospectively with the impact being that total earnings for the six months ended
30 June 2013 have decreased by R24 million (30 June 2012: decrease of total earnings of R54 million, full year to 31 December 2012:
R80 million) with other comprehensive income increasing by the same amounts, respectively. This has consequently resulted in
a restatement of related earnings per share disclosures. There has been no consequential impact or change to total comprehensive
income, the financial position or shareholders' funds of the group in respect of the periods reported on in these 2013 interim results.

Mandatory changes in accounting policies resulting from the adoption of the new standard IFRS 13 Fair Value Measurement
with prospective application:
The group has adopted IFRS 13 Fair Value Measurement which is effective for years commencing 1 January 2013. IFRS 13 defines fair value
and describes in a single standard a framework for measuring fair value. IFRS 13 defines fair value on the basis of an exit price notion,
which results in a market-based, rather than entity-specific measurement.

IFRS 13 is effective prospectively and therefore there are no required restatements arising from the adoption of IFRS 13. The impact of
changes in measurement of the group's assets and liabilities held at fair value at 30 June 2013 and impacts to group total earnings for the
six months period to 30 June 2013 has not been material.

Voluntary adoption of a new accounting policy
During the six month period to 30 June 2013, the group has entered into certain agreements of sale and repurchase of financial
instruments as part of the group's asset/liability matching processes. This has necessitated the adoption of a new accounting policy
as follows:

Sale and repurchase agreements
Securities sold subject to linked repurchase agreements are reclassified in the statement of financial position as pledged assets when
the transferee has the right by contract or custom to sell or repledge the collateral. Such securities are measured in accordance with
the measurement policy as described under the accounting policy for financial assets in the integrated annual report. The liability to the
counterparty is included under investment creditors within insurance and other payables on the statement of financial position.

The difference between the repurchase and sales price is treated as interest and amortised over the life of the reverse repurchase
agreement using the effective interest method and disclosed as finance costs in the statement of comprehensive income.

The transactions entered into during the six month period to 30 June 2013 have been accounted for in compliance with this new
accounting policy.

Additional disclosures
IAS 34 Interim Financial Reporting has been revised for the introduction of IFRS 13 Fair Value Measurement and changes to IFRS 7
Financial Instruments: Disclosures. The group has complied with the requirements of these additional disclosures in these interim results.

Enhanced disclosures as required by IFRS 12 Disclosures of Interests in Other Entities will be provided for the integrated annual report for
the year ending 31 December 2013, in addition to other disclosure requirements required by the applicable new or revised IFRS.

Other revised IFRS applicable to the 2013 interim reporting period
The group has also adopted the various other revisions to IFRS which are effective for years commencing 1 January 2013. These revisions
have not resulted in material impacts to the 2013 group's reported results, comparative periods or interim disclosures.

Review/audit
These interim results have not been reviewed or audited by the company's auditors, PricewaterhouseCoopers Inc.

Definitions

BEE normalised: headline earnings per share, return on equity, group equity value per share and return on
group equity value
These measures reflect the economic reality of the Black Economic Empowerment (BEE) transaction as opposed to the required
technical accounting treatment that reflects the BEE transaction as a share buy-back. Dividends received on the group's BEE preference
shares (which are recognised as an asset for this purpose) are included in income. Shares in issue relating to the transaction are reinstated.

Capital adequacy requirement (CAR)
The capital adequacy requirement is the minimum amount by which the Financial Services Board requires an insurer's assets to exceed
its liabilities. The assets, liabilities and CAR must be calculated using a method which meets the Financial Services Board's requirements.
Capital adequacy cover refers to the amount of capital the insurer has as a multiple of the minimum requirement.

Long-term insurance operations  Indexed new business
This is a measure of new business which is calculated as the sum of twelve months' premiums on new recurring premium policies and
one tenth of single premium sales.

Long-term insurance operations  Value of new business and margin
The present value, at point of sale, of the projected stream of after tax profits for new business issued, net of the cost of required capital.
The present value is calculated using a risk adjusted discount rate. Margin is calculated using the value of new business divided by the
present value of future modelled premiums.

Short-term insurance operations  Claims loss ratio
This is a measure of underwriting risk and is measured as a ratio of claims incurred divided by the net premiums earned.

Short-term insurance operations  Medical loss ratio
Net claims incurred divided by net premiums earned (adjusted by direct expenses).

FCTR
Foreign Currency Translation Reserve.

Development costs
Represents project costs incurred on developing or enhancing future revenue opportunities.

Negative rand reserves
A portion of expected future management and administration fees are present valued and recognised at point of sale. Prospective
measurement takes place at each valuation date until received.

Statement of financial position
as at 30 June 2013

                                                                                       Restated   Restated
                                                                             30 June    30 June     31 Dec
                                                                                2013       2012       2012
Unaudited                                                                        Rm          Rm         Rm

Assets
Equipment and owner-occupied properties under development                      1 080        881        952
Owner-occupied properties                                                      1 404      1 445      1 378
Investment properties                                                         24 259     23 032     24 133
Intangible assets                                                                667        909        759
Defined benefit pension fund employer surplus                                    213        219        186
Deferred acquisition costs                                                       485        432        449
Interests in joint ventures                                                      391        395        378
Reinsurance assets                                                             1 396      1 148      1 170

Long-term insurance                                                            1 037        938        978
Short-term insurance                                                             359        210        192
Operating leases  accrued income                                              1 408      1 271      1 277
Pledged assets                                                                 1 759
Derivative assets                                                              4 681      5 557      6 910
Held for sale assets                                                                        200
Interests in associates  equity accounted                                        72                    72
Interest in associates  held at fair value                                   14 975     13 879     14 359
Financial investments                                                        246 676    218 370    242 015
Deferred taxation                                                                289        188        253
Prepayments, insurance and other receivables                                   4 214      3 720      3 628
Cash and cash equivalents                                                     15 376      9 562     10 418
Total assets                                                                 319 345    281 208    308 337
Liabilities
Long-term policyholder liabilities                                           241 414    217 252    236 684
Insurance contracts                                                          166 391    151 905    164 666
Investment contracts with discretionary participation features                 7 951      3 516      3 855
Financial liabilities under investment contracts                              67 072     61 831     68 163
Short-term insurance liabilities                                                 806        536        525
Financial liabilities at amortised cost                                        2 131      2 190      2 177
Third party financial liabilities arising on consolidation of mutual funds    36 316     27 625     30 015
Employee benefits                                                                971        866      1 198
Deferred revenue                                                                 186        169        174
Deferred taxation                                                              2 771      1 848      2 715
Deemed disposal taxation liability                                               628                   918
Provisions                                                                       257        389        338
Operating leases  accrued expense                                                           63         30
Derivative liabilities                                                         4 252      4 890      6 098
Insurance and other payables                                                   9 618      6 453      8 230
Current taxation                                                                 831      2 253        724
Total liabilities                                                            300 181    264 534    289 826

Equity
Ordinary shareholders' interests                                              15 978     13 777     15 410
Share capital                                                                     26         26         26
Share premium                                                                  6 034      6 113      6 078
Retained surplus                                                              10 775      8 609     10 332
Other reserves                                                                  (857)      (971)    (1 026)
Non-controlling interests                                                      3 186      2 897      3 101
Total equity                                                                  19 164     16 674     18 511
Total equity and liabilities                                                 319 345    281 208    308 337

Statement of comprehensive income
for the six months ended 30 June 2013

                                                                                                      12 months
                                                                                         Restated      Restated
                                                                              30 June     30 June        31 Dec
                                                                                 2013        2012          2012
Unaudited                                                                          Rm          Rm            Rm

Revenue
Insurance premiums                                                              16 090     14 400        30 720
Reinsurance premiums                                                              (657)      (556)       (1 089)

Net insurance premiums                                                          15 433     13 844        29 631
Service fee income from investment contracts                                       417        484           881
Investment income                                                                6 936      6 653        13 606
Hotel operation sales                                                              377        347           720
Investment gains                                                                 6 649      9 993        31 108
Fee revenue and reinsurance commission                                             941        781         1 800

Total revenue                                                                   30 753     32 102        77 746
Claims and policyholder benefits under insurance contracts                     (10 446)   (11 992)      (25 004)
Insurance claims recovered from reinsurers                                         524        360           672
Change in long-term policyholder liabilities                                    (5 477)    (6 340)      (19 532)

Insurance contracts                                                             (1 623)    (6 329)      (19 228)
Investment contracts with discretionary participation features                  (3 911)       (47)         (380)
Applicable to reinsurers                                                            57         36            76

Fair value adjustment to policyholder liabilities under investment contracts    (2 754)    (3 773)      (10 035)
Fair value adjustment on third party mutual fund interests                      (3 396)    (1 633)       (4 748)
Acquisition costs                                                               (2 013)    (1 778)       (3 818)
General marketing and administration expenses                                   (3 820)    (3 624)       (7 573)
Finance costs                                                                     (114)      (125)         (243)
Profit share allocations under bancassurance and other agreements                 (441)      (395)         (800)
Profit on sale of joint venture                                                                             135
Equity accounted earnings from joint ventures                                       14         16             3

Profit before taxation                                                           2 830      2 818         6 803
Taxation                                                                        (1 041)    (1 109)       (2 685)

Total earnings (carried forward)                                                 1 789      1 709         4 118

                                                                                                               12 months
                                                                                                   Restated     Restated
                                                                                        30 June     30 June       31 Dec
                                                                                           2013        2012         2012
Unaudited                                                                                    Rm          Rm           Rm

Total earnings (brought forward)                                                          1 789       1 709        4 118
Other comprehensive income                                                                   76          69           90

Items that may be reclassified subsequently to profit or loss                                60          22         (121)

Net change in fair value on cash flow hedges                                               (109)          3          (29)
Income and capital gains tax relating to net change in fair value on cash flow hedges        33          (1)           8
Foreign currency translation                                                                129          13           26
Owner-occupied properties  fair value adjustment                                            13          15         (192)
Income tax and capital gains tax relating to owner-occupied properties fair
value adjustment                                                                             (6)         (8)          66

Items that may not be reclassified to profit or loss                                         16          47          211

Change in long-term policyholder insurance liabilities (application of
shadow accounting)                                                                           (8)         (7)         131
Actuarial gains on post-retirement medical aid liability                                      7          56          127
Income tax relating to post-retirement medical aid liability                                 (2)        (15)         (36)
Net adjustments to defined benefit pension fund (1)
                                                                                             27          18          (15)
Income tax relating to defined benefit pension fund                                          (8)         (5)           4


Total comprehensive income                                                                1 865       1 778        4 208

Attribution of total earnings and comprehensive income
Total earnings attributable to:
Ordinary shareholders' interests                                                          1 668       1 588        3 699
Non-controlling interests                                                                   121         121          419

                                                                                          1 789       1 709        4 118

Total comprehensive income attributable to:
Ordinary shareholders' interests                                                          1 700       1 654        3 780
Non-controlling interests                                                                   165         124          428

                                                                                          1 865       1 778        4 208

Basic and fully diluted earnings per share                                                Cents       Cents        Cents

Basic earnings per share                                                                  648,8       611,9      1 433,6
Fully diluted basic earnings per share                                                    596,4       577,5      1 341,7

(1) Net adjustments to defined benefit pension fund include actuarial gains or losses, return on plan assets, reduced by the interest on the net defined benefit asset, and the effect
    of the application of the asset ceiling.

Headline earnings and earnings per share
for the six months ended 30 June 2013

                                                                                                              12 months
                                                                                                  Restated     Restated
                                                                                       30 June     30 June       31 Dec
                                                                                          2013        2012         2012
Unaudited                                                                                   Rm          Rm           Rm

Reconciliation of total earnings to headline earnings attributable to equity holders
Total earnings attributable to equity holders                                            1 668       1 588        3 699
Preference share dividend                                                                   (1)         (1)          (2)

Basic earnings attributable to ordinary shareholders                                     1 667       1 587        3 697
Profit on sale of joint venture                                                                                    (117)
Derecognition and impairment of intangible asset                                                                     44
FCTR recycled through profit or loss                                                                     2            2

Headline earnings attributable to ordinary shareholders                                  1 667       1 589        3 626
Net income earned on BEE preference shares                                                  37          33           62

BEE normalised headline earnings attributable to ordinary shareholders                   1 704       1 622        3 688

Weighted average number of shares in issue ('000)                                      256 954     259 371      257 885
BEE normalised weighted average number of shares in issue ('000)                       282 750     285 167      283 681
Fully diluted weighted average number of shares in issue ('000)                        279 490     274 808      275 534

                                                                                         Cents       Cents        Cents

Earnings per share attributable to ordinary shareholders
-Basic                                                                                   648,8       611,9      1 433,6
-Headline                                                                                648,8       612,7      1 406,0
-BEE normalised headline                                                                 602,7       568,8      1 300,1

Fully diluted earnings per share attributable to ordinary shareholders
-Basic                                                                                   596,4       577,5      1 341,7
-Headline                                                                                596,4       578,3      1 316,0

Condensed statement of changes in shareholders' funds
for the six months ended 30 June 2013

                                                                Unaudited    Unaudited    Audited
                                                                  30 June      30 June     31 Dec
                                                                     2013         2012       2012
                                                                       Rm           Rm         Rm

Balance of ordinary shareholders' interests at 1 January           15 410       13 211     13 211
Dividends                                                          (1 330)        (851)    (1 396)
Total comprehensive income                                          1 700        1 654      3 780
Share buy-back                                                         (1)        (370)      (415)
Subscription for shares                                                36           30         26
Black Economic Empowerment transaction                                116           75        126
Share-based payments                                                   48           27         78
Preference dividend                                                    (1)          (1)        (2)
FCTR recycled through profit or loss                                                 2          2

Ordinary shareholders' interests                                   15 978       13 777     15 410

Balance of non-controlling interests at 1 January                   3 101        3 072      3 072
Total comprehensive income                                            165          124        428
Unincorporated property partnerships                                  (77)         (91)      (182)
Non-controlling share of subsidiary dividend                           (3)          (7)       (16)
Acquisition of interest in Total Health Trust Limited                               33         33
Disposal of Alberton City unincorporated property partnership                     (234)      (234)

Non-controlling interests                                           3 186        2 897       3 101

Total equity                                                       19 164       16 674      18 511


Condensed statement of cash flows
for the six months ended 30 June 2013

                                                                                         12 months
                                                                             Restated     Restated
                                                                  30 June     30 June       31 Dec
                                                                     2013        2012         2012
Unaudited                                                              Rm          Rm           Rm

Operating activities                                                2 267         612        6 218
Investing activities                                                2 589      (2 943)      (7 864)
Financing activities                                                   (6)       (575)        (407)

Net increase/(decrease) in cash and cash equivalents                4 850      (2 906)      (2 053)
Cash and cash equivalents at the beginning of the year             10 418      12 432       12 432
Foreign currency translation                                          108           7           10
Cash and cash equivalents acquired through business acquisition                    29           29

Cash and cash equivalents at the end of the period                 15 376       9 562       10 418

Condensed segment information
for the six months ended 30 June 2013

The unaudited segment results for the six months ended 30 June 2013 are as follows:                                                         
                                                         Short-      Asset                                 Reporting
                                Long-term insurance        term    manage-      Health                       adjust-         IFRS
Rm                               Retail Corporate     insurance       ment    services   Other     Total       ments(1)  reported

Total revenue                   23 914      6 548           499      1 272         134     698    33 065      (2 312)      30 753

Profit/(loss) before taxation   1 956         143            40        398         (82)    273     2 728         102        2 830
Taxation                         (886)        (38)          (10)      (111)         30     (31)   (1 046)          5       (1 041)

Total earnings/(loss)           1 070         105            30        287         (52)    242     1 682         107        1 789
Other comprehensive
income                            (14)          1            37         17                  35        76                       76

Total comprehensive
income/(loss)                   1 056         106            67        304         (52)    277     1 758         107        1 865
Attributable to:
Non-controlling interests         (23)         (4)          (28)        (5)         13     (11)      (58)       (107)        (165)

Equity holders                  1 033         102            39        299         (39)    266     1 700                   1 700

Reconciliation of total
earnings/(loss) to headline
earnings/(loss) attributable
to equity holders
Total earnings/(loss)           1 070         105            30        287         (52)    242     1 682         107        1 789
Attributable (to)/from
non-controlling interests           3          (4)          (11)        (4)         13     (11)      (14)       (107)        (121)
Preference dividend                                                                         (1)       (1)                      (1)

Headline earnings/(loss)        1 073         101            19        283         (39)    230     1 667                   1 667
Net income earned
on BEE preference shares                                                                    37        37                       37

BEE normalised headline
earnings/(loss)                 1 073         101            19        283         (39)    267     1 704                   1 704

(1) Reporting adjustments include the consolidation of unincorporated property partnerships, the consolidation of third party mutual fund liabilities, the classification of long-term
    insurance into defined IFRS 'investment' and 'insurance' products, the application of shadow accounting for the change in long-term policyholder insurance liabilities and the
    elimination of intergroup transactions.

The unaudited segment results for the six months ended 30 June 2012 are as follows:
                                                          
                                                         Short-      Asset                                Reporting
Restated                        Long-term insurance        term    manage-      Health                      adjust-        IFRS
Rm                                Retail Corporate    insurance       ment    services   Other      Total     ments(1) reported

Total revenue                   26 301       6 618          411      1 027         137     740     35 234    (3 132)     32 102

Profit/(loss) before taxation    1 971          87           52        343         (68)    311      2 696       122       2 818
Taxation                          (987)        (19)          (8)       (92)          2      (5)    (1 109)               (1 109)

Total earnings/(loss)              984          68           44        251         (66)    306      1 587       122       1 709
Other comprehensive
income                              44           4            3          1                  17         69                    69

Total comprehensive
income/(loss)                    1 028          72           47        252         (66)    323      1 656       122       1 778
Attributable to:
Non-controlling interests           12          (6)         (21)        (3)         16                 (2)     (122)       (124)

Equity holders                   1 040          66           26        249         (50)    323      1 654                1 654

Reconciliation of total
earnings/(loss) to headline
earnings/(loss) attributable
to equity holders
Total earnings/(loss)              984          68           44        251         (66)    306      1 587       122       1 709
Attributable (to)/from
non-controlling interests           16          (8)         (20)        (3)         16                  1      (122)       (121)
Preference dividend                                                                         (1)        (1)                   (1)
FCTR recycled through profit
or loss                                                                              2                  2                     2

Headline earnings/(loss)         1 000          60           24        248         (48)    305      1 589                1 589
Net income earned
on BEE preference shares                                                                    33         33                    33

BEE normalised headline
earnings/(loss)                  1 000          60           24        248         (48)    338      1 622                1 622

(1) Reporting adjustments include the consolidation of unincorporated property partnerships, the consolidation of third party mutual fund liabilities, the classification of long-term
    insurance into defined IFRS 'investment' and 'insurance' products, the application of shadow accounting for the change in long-term policyholder insurance liabilities and the
    elimination of intergroup transactions.

The unaudited segment results for the year ended 31 December 2012 are as follows:
                                                            
                                                           Short-      Asset                                   Reporting
Restated                          Long-term insurance        term    manage-     Health                          adjust-        IFRS
Rm                                 Retail  Corporate    insurance       ment   services     Other      Total       ments(1) reported

Total revenue                     62 096      16 395          904      2 419        289     1 634     83 737      (5 991)     77 746

Profit/(loss) before taxation      4 553         113          128        785       (132)      910      6 357         446       6 803
Taxation                          (2 392)        (20)         (15)      (216)        38       (14)    (2 619)        (66)     (2 685)

Total earnings/(loss)              2 161          93          113        569        (94)      896      3 738         380       4 118
Other comprehensive
income                                71          10            7          2                              90                      90

Total comprehensive
income/(loss)                      2 232         103          120        571        (94)      896      3 828         380       4 208
Attributable to:
Non-controlling interests            (22)          1          (59)        (7)        23        16        (48)       (380)       (428)

Equity holders                     2 210         104           61        564        (71)      912      3 780                  3 780

Reconciliation of total
earnings/(loss) to headline
earnings/(loss) attributable
to equity holders
Total earnings/(loss)              2 161          93          113        569        (94)      896      3 738         380       4 118
Attributable (to)/from
non-controlling interests            (17)          1          (55)        (7)        23        16        (39)       (380)       (419)
Preference dividend                                                                            (2)        (2)                     (2)
Intangible assets derecognition
and impairment                        44                                                                  44                      44
Profit on sale of joint venture                                                              (117)      (117)                   (117)
FCTR recycled through profit
or loss                                                                               2                    2                       2

Headline earnings/(loss)           2 188          94           58        562        (69)      793      3 626                  3 626
Net income earned
on BEE preference shares                                                                       62         62                      62

BEE normalised headline
earnings/(loss)                    2 188          94           58        562        (69)      855      3 688                  3 688

(1) Reporting adjustments include the consolidation of unincorporated property partnerships, the consolidation of third party mutual fund liabilities, the classification of long-term
    insurance into defined IFRS 'investment' and 'insurance' products, the application of shadow accounting for the change in long-term policyholder insurance liabilities and the
    elimination of intergroup transactions.

    Group equity value report

    1.	Introduction
    	Liberty presents a "group equity value" report to reflect the combined value of the various components of Liberty's businesses.

    	Section 2 below describes the valuation bases used for each reported component. It should be noted the group equity value
        is presented to provide additional information to shareholders to assess performance of the group. The total equity value is
        not intended to be a fair value calculation of the group but should provide indicative information of the inherent value of the
        component parts.

    2.	Component parts of the group equity value and valuation techniques used
    	Group equity value has been calculated as the sum of the various component parts:

    	 2.1   South African covered business:
    	       The wholly owned subsidiary, Liberty Group Limited, comprises the cluster of South African long-term insurance entities and
               related asset holding entities. The embedded value methodology in terms of Actuarial Practice Note 107 issued by the Actuarial
               Society of South Africa continues to be used to derive the value of this business cluster described as "South African covered
               business". The embedded value report of the South African covered business has been reviewed by the group's statutory
               actuary. The full embedded value report is included in the supplementary information section.

    	 2.2   Other businesses:

               STANLIB                Valued using a 10 times (2012: 10 times) multiple of estimated sustainable earnings.

               Liberty Properties     Valued using a 10 times (2012: 10 times) multiple of estimated sustainable earnings.

               Liberty Health         As Liberty Health has yet to establish a history to support a sustainable earnings calculation,
                                      IFRS net asset value is applied.

               Liberty Africa         Liberty Africa Insurance is an emerging cluster of both long and short-term insurance businesses
               Insurance              located in various African countries outside of South Africa. A combination of valuation techniques
                                      including embedded value, discounted cash flow and earnings multiples have been applied to value
                                      these businesses. The combined value of this cluster is not material relative to the other components
                                      of group equity value and therefore a detailed analysis of this valuation has not been presented.

               LibFin Credit          LibFin originates appropriate illiquid assets that provide acceptable illiquidity premiums.
                                      The value of this origination is reflected at a 10 times multiple of estimated sustainable earnings
                                      adjusting for related expenses and prudential margin.

               Liberty Holdings       The net market value of assets and liabilities held by the Liberty Holdings Limited company excluding
                                      investments in subsidiaries valued separately.

	 2.3   Other adjustments:
 	       These comprise the fair value of share options/rights allocated to staff not employed by the South African covered businesses
               and allowance for certain shareholder recurring costs incurred in Liberty Holdings Limited capitalised at a multiple of 9 times
               (December 2012: 9 times).

3. 	BEE normalised group equity value
	3.1  Analysis of BEE normalised group equity value
                                                                                                                              Value of
                                                                                                                             in-force:
           Unaudited                                                       SA       Other      Group                                SA
           30 June 2013                                               covered       busi-      funds   Adjust-       Net       covered
           Rm                                                        business      nesses   invested     ments     worth(1)   business      Total
           SA insurance operations                                      9 637                  9 637    (4 935)    4 702        20 435     25 137
           Retail SA                                                                                                            18 609
           Corporate                                                                                                             1 758
           Frank Life                                                                                                               68
           Value of in-force acquired                                     188                    188      (188)
           Working capital and other assets                             4 007                  4 007      (441)    3 566                    3 566
           South African insurance operations                          13 832                 13 832    (5 564)    8 268        20 435     28 703
           Other group businesses:
           STANLIB                                                                    430        430     4 804     5 234                    5 234
           South Africa                                                               296        296     4 604     4 900                    4 900
           Other Africa                                                               134        134       200       334                      334
           Properties                                                                  36         36       364       400                      400
           Liberty Health (including Total Health Trust)                   47         152        199                 199                      199
           Liberty Africa Insurance                                        52         410        462                 462            25        487
           LibFin Credit                                                                                   520       520                      520
           Liberty Holdings                                                         1 019      1 019        39     1 058                    1 058
           Cost of required capital                                                                                             (1 564)    (1 564)
           Net equity reported under IFRS                              13 931       2 047     15 978       163    16 141        18 896     35 037
           BEE preference funding                                         940                    940                 940                      940
           Allowance for future shareholder costs                                    (241)      (241)               (241)       (1 796)    (2 037)
           Allowance for employee share
           options/rights                                                (246)       (182)      (428)               (428)                    (428)
           BEE normalised equity value                                 14 625       1 624     16 249       163    16 412        17 100     33 512
           Summary of adjustments:
           Negative rand reserves                                      (4 935)                (4 935)
           Deferred acquisition costs                                    (473)                  (473)
           Deferred revenue liability                                     175                    175
           Internally generated software                                  (39)         39
           Carrying value of in-force business acquired                  (188)                  (188)
           Fair value adjustment of non SA covered
           business                                                      (100)      5 688      5 588
           Impact of discounting on deferred tax asset                     (4)                    (4)
                                                                       (5 564)      5 727        163
           
           (1)   Reconciliation to SA covered business net worth
                 as per analysis in supplementary information
           Net equity of SA covered business as reported under IFRS    13 931
           Adjustments as above                                        (5 564)
           Allowance for employee share options/rights                   (246)
           BEE preference share funding                                   940
           Net worth as reported in supplementary information           9 061

3. 	BEE normalised group equity value
	3.1 Analysis of BEE normalised group equity value

                                                                                                                              
                                                                                                                              Value of
           Audited                                                                                                           in-force:
                                                                           SA     Other       Group                                 SA
           31 December 2012                                           covered     busi-       funds   Adjust-       Net        covered
           Rm                                                        business    nesses    invested     ments     worth(1)    business      Total
           SA insurance operations                                      9 424                 9 424    (4 796)    4 628         20 268     24 896
            Retail SA                                                                                                           18 525
            Corporate                                                                                                            1 679
            Frank Life                                                                                                              64
           Value of in-force acquired                                     230                   230      (230)
           Working capital                                              3 535                 3 535      (416)    3 119                     3 119
           South African insurance operations                          13 189                13 189    (5 442)    7 747         20 268     28 015
           Other group businesses:
           STANLIB                                                                  359         359     4 588     4 947                     4 947
           South Africa                                                             262         262     4 438     4 700                     4 700
           Other Africa                                                              97          97       150       247                       247
           Properties                                                                45          45       355       400                       400
           Liberty Health (including Total Health Trust)                   41       186         227                 227                       227
           Liberty Africa Insurance                                        40       336         376                 376             33        409
           LibFin Credit                                                                                  500       500                       500
           Liberty Holdings                                                       1 214       1 214        37     1 251                     1 251
           Cost of required capital                                                                                             (1 477)    (1 477)
           Net equity as reported under IFRS                           13 270     2 140      15 410        38    15 448         18 824     34 272
           BEE preference funding                                       1 012                 1 012               1 012                     1 012
           Allowance for future shareholders costs                                 (236)       (236)               (236)        (1 785)    (2 021)
           Allowance for employee share
           options/rights                                                (305)     (218)       (523)               (523)                     (523)
           BEE normalised equity value                                 13 977     1 686      15 663        38    15 701         17 039     32 740
           Summary of adjustments:
           Negative rand reserves                                      (4 796)               (4 796)
           Deferred acquisition costs                                    (439)                 (439)
           Deferred revenue liability                                     165                   165
           Internally generated software                                  (37)       37
           Carrying value of in-force business acquired                  (230)                 (230)
           Fair value adjustment of non SA
           covered business                                              (100)    5 443       5 343
           Impact of discounting on deferred tax asset                     (5)                   (5)
                                                                       (5 442)    5 480          38
           (1) Reconciliation to SA covered business net worth.
           Net equity of SA covered business as reported under IFRS    13 270
           Adjustments as above                                        (5 442)
           Allowance for employee share options/rights                   (305)
           BEE preference share funding                                 1 012

           Net worth as reported in supplementary information           8 535

3.2 	   BEE normalised group equity value earnings and value per share
                                                                      Unaudited                          Audited
                                                                       6 months                         12 months
                                                                     30 June 2013                   31 December 2012
                                                               SA        Other                      SA    Other
                                                          covered        busi-                 covered    busi-
        Rm                                               business       nesses        Total   business   nesses       Total
        BEE normalised equity value at the end of the
        period                                             26 161        7 351       33 512    25 574     7 166      32 740
        Equity value at the end of the period              25 221        7 351       32 572    24 562     7 166      31 728
        BEE preference shares                                 940                       940     1 012                 1 012
        Capital transactions                                               (35)         (35)                389         389
        Funding of restricited share plan                      87          (87)                    87       (87)
        Intergroup dividends                                  800         (800)                 1 701    (1 701)
        Dividends paid                                                   1 331        1 331               1 396       1 396
        BEE normalised equity value at the beginning of
        the period                                        (25 574)      (7 166)     (32 740)  (23 185)   (5 454)    (28 639)
        Equity value at the beginning of the period       (24 562)      (7 166)     (31 728)  (22 110)   (5 454)    (27 564)
        BEE preference shares                              (1 012)                   (1 012)   (1 075)               (1 075)

        BEE normalised equity value earnings                1 474          594        2 068     4 177     1 709       5 886
        BEE normalised return on group equity value         11,9%        17,0%        13,0%     18,1%     33,7%       20,8%
        BEE normalised number of shares (000's)                                     286 043                         283 635
        Number of shares in issue (000's)                                           257 755                         256 440
        Shares held for the employee restricted share
        scheme (000's)                                                                2 492                           1 399
        Adjustment for BEE shares (000's)                                            25 796                          25 796
        BEE normalised group equity value per
        share (Rand)                                                                 117,16                          115,43

3.3 	   Sources of BEE normalised group equity value earnings
                                                                     Unaudited                        Audited
                                                                      6 months                       12 months
                                                                    30 June 2013                 31 December 2012
                                                              SA        Other                     SA     Other
                                                         covered        busi-                covered     busi-
        Rm                                              business       nesses      Total    business    nesses        Total
        Value of new business written in the period          295           12        307         660        31          691
        Expected return on value of in-force business        877                     877       1 763                  1 763
        Variances/changes in operating assumptions            42          (20)        22          37      (149)        (112)
        Operating experience variances (including
        incentive outperformance)                             82           (2)        80         131       (42)          89
        Operating assumption changes                         (26)         (18)       (44)        272      (107)         165
        Changes in modelling methodology                     (14)                    (14)       (366)                  (366)
        Headline earnings of other businesses                (30)         274        244         (45)      547          502
        Operational equity value profits                   1 184          266      1 450       2 415       429        2 844
        Non headline earnings adjustments                                                         (2)       73           71
        Development costs (non-recurring project cost
        of future developments)                              (27)          (7)       (34)        (78)                   (78)
        Investment return on net worth                       392           66        458         760       120          880
        Investment variances                                 250                     250         700                    700
        Change in economic assumptions                      (384)                   (384)        507                    507
        Increase in fair value adjustments on value of
        other businesses                                                  233        233                 1 163        1 163
        Change in allowance for share options/rights          59           36         95        (125)      (76)        (201)
        Group equity value earnings                        1 474          594      2 068       4 177     1 709        5 886

3. 	 BEE normalised group equity value (continued)
	 3.4	 Analysis of value of long-term insurance, new business and margin

                                                            Unaudited Unaudited      Audited
                                                             6 months  6 months    12 months
                                                              30 June   30 June       31 Dec
Rm                                                               2013      2012         2012

South African covered business:
Retail SA
 Traditional Life                                                507       455        1 052
 Emerging Consumer Markets                                        86        82          185
 Credit Life                                                      52        41          128
Liberty Corporate                                                  55        47          110
Direct Financial Services                                          21        22           55

Gross value of new business                                       721       647        1 530
Overhead acquisition costs impact on value of new business      (377)     (385)        (782)
Cost of required capital                                         (49)      (46)         (88)

Net value of South African covered new business                   295       216          660

South African life licences                                       291       214          655
Liberty Africa Insurance subsidiaries                               4         2            5

Present value of future expected premiums                      16 715    15 211       33 510
Margin                                                           1,8%      1,4%         2,0%

Liberty Africa Insurance:
Net value of new business                                          12        16           31
Present value of future expected premiums                         103       205          311
Margin                                                          11,7%      7,8%        10,0%

Total group net value of new business                             307       232          691
Total group margin                                               1,8%      1,5%         2,0%

Long-term insurance new business
for the six months ended 30 June 2013
                                                                                             12 months
                                                                         30 June   30 June      31 Dec
                                                                            2013      2012        2012
Unaudited                                                                     Rm        Rm          Rm

Sources of insurance operations total new business by customer segment

Retail segment                                                             9 826     8 766      18 990

Single                                                                     7 827     6 967      15 105
Recurring                                                                  1 999     1 799       3 885

Institutional segment                                                        723       726       1 500

Single                                                                       425       475         934
Recurring                                                                    298       251         566

Total new business                                                        10 549     9 492      20 490

Single                                                                     8 252     7 442      16 039
Recurring                                                                  2 297     2 050       4 451

Sources of insurance indexed new business                                  3 122     2 793       6 055

Retail (1)                                                                 2 759     2 448       5 305
Corporate                                                                    292       275         612
Liberty Africa Insurance (2)                                                  71        70         138

(1) Includes Retail SA of R2 747 million (30 June 2012: R2 437 million; 31 December 2012: R5 286 million) and Direct Financial Services of R12 million (30 June 2012: R11 million;
    31 December 2012: R19 million).
(2) Liberty owns less than 100% of the various entities that make up Liberty Africa. The information is recorded at 100% and is not adjusted for proportional legal ownership.

Long-term insurance net cash flows
for the six months ended 30 June 2013
                                                                                                              Audited
                                                                                    Unaudited    Unaudited  12 months
                                                                                      30 June      30 June     31 Dec
                                                                                         2013         2012       2012
                                                                                          Rm           Rm          Rm

Premiums
Recurring                                                                              11 785       11 193     23 627

  Retail                                                                                8 158        7 903     16 498
  Institutional                                                                         3 627        3 290      7 129

Single                                                                                  9 163        7 560     16 972

  Retail                                                                                4 901        4 211      9 519
  Institutional                                                                         1 286          529      2 035
  Immediate annuities                                                                   2 976        2 820      5 418

Net premium income from insurance contracts and inflows from investment contracts      20 948       18 753     40 599

Claims and policyholders benefits
Retail                                                                                (13 811)     (11 995)   (25 149)

  Death and disability claims                                                          (2 357)      (2 256)    (4 557)
  Policy surrender and maturity claims                                                 (9 507)      (8 178)   (16 783)
  Annuity payments                                                                     (1 947)      (1 561)    (3 809)

Institutional                                                                          (5 215)      (5 696)   (10 878)

  Death and disability claims                                                            (941)        (832)    (1 714)
  Scheme terminations and member withdrawals                                           (4 101)      (4 707)    (8 882)
  Annuity payments                                                                       (173)        (157)      (282)

Net claims and policyholders benefits                                                 (19 026)     (17 691)   (36 027)

Long-term insurance net cash flows                                                      1 922        1 062      4 572

Sources of insurance operations cash flows:
 Retail                                                                                 2 215        2 753      6 058
 Corporate                                                                               (401)      (1 850)    (2 048)
 STANLIB Multi-manager                                                                    (51)         (30)       253
 Liberty Africa Insurance (1)                                                             159          189        309

(1)  Liberty owns less than 100% of the various entities that make up Liberty Africa. The information is recorded at 100% and is not adjusted for proportional legal ownership.

Short-term insurance
for the six months ended 30 June 2013
                                                                                                Audited
                                                                       Unaudited Unaudited    12 months
                                                                         30 June   30 June       31 Dec
                                                                            2013      2012         2012
                                                                             Rm         Rm           Rm

Net cash flows
Premiums                                                                    428        346          756

  Liberty Health  medical risk                                             315        203          496
  Liberty Africa Insurance  motor, property, medical risk and other        113        143          260

Claims                                                                     (257)      (206)        (427)

  Liberty Health  medical risk                                            (206)      (142)        (318)
  Liberty Africa Insurance  motor, property, medical risk and other        (51)       (64)        (109)
 
Net cash inflows from short-term insurance                                  171        140          329

Claims loss ratio (%)
Liberty Health                                                               65         70           64
Liberty Kenya Holdings Limited                                               45         45           42
Liberty Health medical loss ratio (%)                                        97         93           89

Assets under management (1)
as at 30 June 2013
                                 30 June   30 June   31 Dec
                                    2013      2012     2012
Unaudited                            Rbn       Rbn      Rbn

Managed by group business units      543       461      505

  STANLIB South Africa               468       392      437
  STANLIB Other Africa (2)            36        39       36
  LibFin                              39        30       32

Externally managed                    23        23       23

Total assets under management        566       484      528

(1)  Includes funds under administration.
(2)  Liberty owns less than 100% of the various entities that make up STANLIB other Africa. The information is recorded at 100% and is not adjusted for proportional legal ownership.

Asset management net cash flows  Stanlib
for the six months ended 30 June 2013
                                                               12 months
                                         30 June    30 June       31 Dec
                                            2013       2012         2012
Unaudited                                     Rm         Rm           Rm

South Africa
Non-money market                          13 548      6 856       16 520

 Retail                                   12 545      6 177       17 511
 Institutional                             1 003        679         (991)

Money market                                 515        571        3 792

 Retail                                   (1 095)    (1 021)      (1 778)
 Institutional                             1 610      1 592        5 570

Net South Africa cash inflows (1)         14 063      7 427       20 312

Other Africa
Non-money market                          (5 918)    (1 145)      (4 776)

 Retail                                    1 419        695          990
 Institutional                            (7 337)    (1 840)      (5 766)

Money market                                 867       (863)      (1 209)

Net Other Africa cash outflows (1)(2)     (5 051)    (2 008)      (5 985)

Total net cash inflows                     9 012      5 419       14 327

(1) Cash flows exclude intergroup life funds; South Africa multi-manager insurance funds have been reclassified to Liberty intergroup effective 1 January 2013.
(2) Liberty owns less than 100% of the various entities that make up other Africa. The information is recorded at 100% and is not adjusted for proportional legal ownership.

Retirement benefit obligations
as at 30 June 2013

Post-retirement medical benefit
The group operates an unfunded post-retirement medical aid benefit for permanent employees who joined the group prior to 1 February
1999 and agency staff who joined prior to 1 March 2005.

As at 30 June 2013, the Liberty post-retirement medical aid benefit liability was R379 million (31 December 2012: R371 million).

Defined benefit retirement funds
The group operates a number of defined benefit pension schemes on behalf of employees. All these funds are closed to new membership
and are well funded with no deficits reported.

Capital commitments                                                                
as at 30 June 2013                                                                 
                                                 Unaudited   Unaudited   Audited   
                                                   30 June     30 June    31 Dec   
                                                      2013        2012      2012   
                                                        Rm          Rm        Rm   
Equipment                                              382         247       551   
Investment and owner-occupied property               1 856         965     1 937   
Total capital commitments                            2 238       1 212     2 488   
Under contracts                                        588         574       838   
Authorised by the directors but not contracted       1 650         638     1 650   

The group's share of commitments of joint ventures amounts to R4 million (31 December 2012: R4 million) and is to be financed by the
existing facilities in the joint venture operations.

The above 2013 capital commitments will be financed by available bank facilities, existing cash resources, internally generated funds and
R467 million (31 December 2012: R198 million) from non-controlling interests in unincorporated property partnerships.

Related parties
for the six months ended 30 June 2013

Unaudited
Standard Bank Group Limited and any subsidiary (excluding Liberty) is referred to as Standard Bank in the context of this section.

The following selected significant related party transactions have occurred in the 30 June 2013 financial period:

1) Summary of movement in investment in ordinary shares held by the group in the group's holding company is as follows:

                                         Fair
                              Number    value  Ownership
                                '000       Rm          %

Standard Bank Group Limited
Balance at 1 January 2013       7 749     922       0,49
Purchases                       1 720     194
Sales                          (2 397)   (277)
Fair value adjustments                    (51)

Balance at 30 June 2013        7 072      788       0,44

2)  Bancassurance
    During 2010 Liberty and Standard Bank conducted a detailed review of the existing bancassurance agreement and agreed with
    effect from 1 January 2011, to expand the scope thereof to include asset management, investment and health products in addition
    to the insurance products across the African continent. The agreements are evergreen agreements with a 24-month notice period
    for termination, but neither party may give notice of termination until February 2014.

    New business insurance premium income in respect of this business in 2013 amounted to R3 342 million (2012 full year:
    R5 984 million). In terms of the agreements, Liberty's subsidiaries pay joint venture profit shares to various Standard Bank
    operations. The amounts to be paid are in most cases dependent on source and type of business and are paid along geographical
    lines. The total net profit share calculated as payable to the Standard Bank group for 2013 is R421 million (2012 full year: R775 million).

    A binder agreement has been entered into with Standard Bank effective from 1 January 2013. The binder agreement shall remain in
    force for an indefinite period with a 90 day notice period for termination. Fees accrued for the year to 30 June 2013 is R44 million
    (this fee is adjusted for in arriving at the net profit share).

    As the joint venture bancassurance relationship provides commercial benefits to both Liberty and Standard Bank, a governance
    framework is in place to protect the interests of minority shareholders.

3)  Sale and repurchase agreements
    As described in the accounting policies section of this announcement, the group has entered into certain agreements of sale and
    repurchase of financial instruments as part of the group's asset/liability matching processes.

    A total of R1,7 billion in assets have been traded with Standard Bank under a repurchase agreement with various repurchase dates
    to 9 September 2013. Finance costs recognised in respect of these agreements as at 30 June 2013 was R4 million, with total
    finance costs over the term of the various agreements totalling R19 million.

4)  Purchases and sales of other financial instruments
    In the normal course of conducting Liberty's insurance business, Liberty deposits cash with Standard Bank, purchases and sells
    financial instruments issued by Standard Bank and enters into derivative transactions with Standard Bank. These transactions are
    at arm's length and are primarily used to support investment portfolios for policyholders and shareholders' capital.

Financial instruments measurement

Unaudited
Financial instruments measurement analysis and fair value hierarchy
as at 30 June 2013
                                                          Measurement basis                   Fair value hierarchy
                                                             Financial
Designation per Financial Position                 Amortised soundness                       Provided         Not
Statement                                               cost     value Fair value     Total     below    provided
Note reference                                             1         2                                          3
                                                          Rm        Rm         Rm       Rm         Rm          Rm

Assets
Pledged assets                                                              1 759     1 759     1 759
Derivative assets                                                           4 681     4 681     3 565       1 116
Interest in associates - held at fair value                                14 975    14 975    14 975
Financial instruments                                  1 110              245 566   246 676   245 566
Prepayments, insurance and other receivables                                4 214     4 214                 4 214
Cash and cash equivalents                                                  15 376    15 376                15 376

Total financial instrument assets                      1 110              286 571   287 681   265 865      20 706

Fair value of amortised cost assets                      984

Liabilities
Investment contracts with discretionary
participation features                                           7 951                7 951
Financial liabilities under investment contracts                           67 072    67 072     67 072
Financial liabilities at amortised cost                2 131                          2 131
Third party financial liabilities arising on
consolidation of mutual funds                                              36 316    36 316     36 316
Derivative liabilities                                                      4 252     4 252      4 252
Insurance and other payables                                                9 618     9 618                 9 618

Total financial instrument liabilities                 2 131     7 951    117 258   127 340    107 640      9 618

Fair value of amortised cost liabilities               2 073

Notes
(1) Amortised cost
    The R1 110 million financial instrument asset relates to policyholder loans. The fair value has been determined by utilising a discounted cash flow model utilising discount rates
    ranging between 10,5% and 19,5%. The financial liabilities comprise subordinated bonds of R2 038 million and non-controlling interests loan of R93 million.
    The fair value of these liabilities is R1 982 million and R91 million, respectively, using discount rates ranging between 8% and 10%.
(2) Financial soundness value
    The financial soundness valuation methodology is described in SAP 104 issued by the Actuarial Society of South Africa. With regards to investment contracts with discretionary
    participation features, the group cannot reliably measure the fair value of the investment contracts with discretionary participation features (DPF). The DPF is a contractual
    right that gives investors in these contracts the rights to receive supplementary discretionary returns through participation in the surplus arising from the assets held in the
    investment DPF fund. These supplementary returns are subject to the discretion of the group. Given the discretionary nature of these investments returns and the absence
    of an exchange market in these contracts, there is no generally recognised methodology available to determine fair value. These instruments are issued by the group and the
    intention is to hold the instruments to full contract term.
(3) Fair value hierarchy not provided
    The fair value of prepayments, insurance and other receivables, cash and cash equivalents and insurance and other payables approximate their carrying value and are not
    included in the hierarchy table as their settlement terms are short-term and therefore from a materiality perspective fair values are not required to be modelled.

Fair value hierarchy of financial instruments
as at 30 June 2013

The information below analyses financial assets and financial liabilities which are carried at fair value at each reporting period, by level of
hierarchy as required by IFRS 7 and IFRS 13. The different levels in the hierarchy are defined below:

Level 1  Values are determined using readily and regularly available quoted prices in an active market for identical assets or liabilities.

These prices would primarily originate from the Johannesburg Stock Exchange, the Bond Exchange of South Africa or an international
stock or bond exchange.

Level 2  Values are determined using valuation techniques or models, based on assumptions supported by observable market prices
or rates either directly (that is, as prices) or indirectly (that is, derived from prices) prevailing at the financial position date. The valuation
techniques or models are periodically reviewed and the outputs validated.

Level 3  Values are estimated indirectly using valuation techniques or models for which one or more of the significant inputs are
reasonable assumptions (that is unobservable inputs), based on market conditions.

The table below analyses the fair value measurement of applicable financial instrument assets by level:

Rm                                                             Level 1   Level 2   Level 3     Total   
Assets                                                                                                 
Equity instruments                                              72 952               1 411    74 363   
Listed ordinary shares on the JSE                               60 654                        60 654   
Foreign equities listed on an exchange other than the JSE       12 298                        12 298   
Unlisted equities                                                                    1 411     1 411   
Debt instruments                                                41 653    17 507       513    59 673   
Preference shares listed on the JSE or foreign exchanges         1 379                         1 379   
Unlisted preference shares                                                   536       172       708   
  Listed term deposits (1) on BESA, JSE or foreign exchanges    40 274                        40 274   
  Unlisted term deposits (1)                                              16 971       341    17 312   
Mutual funds (2)                                                 3 098   103 617       104   106 819   
Active market                                                    3 098   103 125             106 223   
Property                                                           422     6 151               6 573   
Equity instruments                                               2 666    39 095              41 761   
Interest-bearing instruments                                         5    32 057              32 062   
Mixed                                                                5    25 822              25 827   
Non-active market                                                                                      
Equity                                                                       492       104       596   
Investment policies                                                       21 694              21 694   
Derivatives                                                                3 316               3 316   
Equity                                                                         9                   9   
Foreign exchange                                                               3                   3   
Interest rate                                                              3 304               3 304   
Total financial instrument assets carried at fair value        117 703   146 134     2 028   265 865   
Comprising:                                                                                            
Held-for-trading                                                           3 316               3 316   
Designated as at fair value through profit or loss             117 703   142 818     2 028   262 549   
Total financial instrument assets carried at fair value        117 703   146 134     2 028   265 865   

There have been no transfers between Level 1, 2 or 3 during the period.

(1)    Term deposits include instruments which have a defined maturity date and capital repayment. These instruments are by nature interest bearing at a predetermined rate, which
       is either fixed or referenced to quoted floating indices.
(2)    Mutual funds are categorised into property, equity or interest-bearing instruments based on a minimum of 80% of the underlying asset composition of the fund by value being
       of a like category. In the event of "no one category meeting this threshold" it is classified as mixed assets class.

The table below analyses the fair value measurement of applicable financial instrument liabilities which are all categorised as level 2:

Rm                                                                                                    Level 2   
Liabilities                                                                                                     
Long-term investment contract liabilities                                                              67 072   
Third party financial liabilities arising on consolidation of mutual funds                             36 316   
Derivatives                                                                                             4 252   
Total financial instrument liabilities carried at fair value                                          107 640   
Comprising:                                                                                                     
Held-for-trading                                                                                        4 252   
Fair value through profit or loss                                                                     103 388   
Total financial instrument liabilities carried at fair value                                          107 640   
There were no transfers between levels 1, 2 and 3 during the period.                                            
Reconciliation of level 3 financial instrument assets                                                           
The table below analyses the movement of level 3 financial investments for the period under review:             
                                                                                                         2013   
                                                                                                           Rm   
Balance at 1 January 2013                                                                               2 645   
Fair value adjustment recognised in profit or loss as part of investment gains/(losses) (1)             (151)   
Additions                                                                                                 763   
Disposals                                                                                             (1 229)   
Balance at 30 June 2013                                                                                 2 028   

(1) Included in the fair value adjustment is a R222 million unrealised loss for the six months to 30 June 2013.

Level 3  significant fair value model assumptions and sensitivities
Equities R1 515 million  discount rates applied between 13% and 20%.

Debt instruments R513 million  R117 million recent arm's length transaction, R396 million discount rates between 6% and 9%.

Approximately 60% of these assets are allocated to policyholder unit linked portfolios and therefore changes in estimates would be
offset by equal changes in liability values.

The net shareholder exposure is approximately R820 million. Changes to discount rates applied of 10% would result in between
R58 million to R72 million after taxation net impact to profit or loss and shareholder funds.

Group's valuation process
The group's appointed asset managers have qualified valuators that perform the valuations of financial assets required for financial
reporting purposes, including level 3 fair values. These valuations are reviewed and approved every reporting period by the group
balance sheet committee. The committee is chaired by the group's financial director.

The fair value of level 3 financial instruments are determined using valuation techniques that incorporate certain assumptions that are
not supported by prices from observable current market transactions in the same instruments and are not based on available observable
market data. Such assumptions include the assumed risk adjusted discount rate applied to estimate future cash flows and the liquidity
and credit spreads applied to debt instruments. Changes in these assumptions could affect the reported fair value of these financial
instruments.

The valuation techniques used in determining the fair value of financial assets and liabilities classified within level 2

Instrument                                         Valuation basis/techniques                                 Main assumptions
Unlisted preference shares                         Discounted cash flow model (DCF)                           Bond and Forward Rate
                                                                                                              Agreement interest curves
                                                                                                              Issuer credit ratings
                                                                                                              Liquidity spreads
Unlisted term deposits                             DCF                                                        Bond and interbank swap
                                                                                                              interest rate curves
                                                                                                              Issuer credit ratings
                                                                                                              Liquidity spreads
Mutual funds                                       Quoted put (exit) price provided by the                    Price  n/a
                                                   fund manager                                               Notice period  bond interest
                                                                                                              rate curves
Investment policies                                Quoted put/surrender price provided by the issuer,         Price  n/a
                                                   adjusting for any applicable notice periods (DCF)          Bond interest rate curves
Derivative assets and liabilities                  Option pricing models                                      Volatility and correlation
                                                   DCF                                                        factors
                                                                                                              Bond and interbank swap
                                                                                                              interest rate curves
                                                                                                              Forward equity and currency
                                                                                                              rates
Policyholder investment contracts liabilities
 unit-linked policies                             Current unit price of underlying unitised financial        n/a
                                                   asset that is linked to the liability, multiplied by the
                                                   number of units held
 annuity certains                                 DCF                                                        Bond and interbank swap
                                                                                                              interest rate curves
                                                                                                              Own credit/liquidity
Third party financial liabilities arising on the   Quoted put (exit) price provided by the                    n/a
consolidation of mutual funds                      fund manager

The valuation techniques used in determining the fair value of financial assets and liabilities classified within level 3

Instrument                                         Valuation basis/techniques                                 Main assumptions
Unlisted equities                                  DCF/earnings multiple                                      Cost of capital
                                                                                                              Bond and interbank swap
                                                                                                              interest rate curves
                                                                                                              Consumer price index
                                                                                                              Gross domestic product
                                                   Recent arm's length transactions                           n/a
Unlisted preference shares                         DCF                                                        Bond and Forward Rate
                                                                                                              Agreement interest curves
                                                                                                              Issuer credit ratings
                                                                                                              Liquidity spreads
                                                   Recent arm's length transactions                           n/a
Unlisted term deposits                             DCF                                                        Bond and interbank swap
                                                                                                              interest rate curves
                                                                                                              Issuer credit ratings
                                                                                                              Liquidity spreads

Offsetting
Unaudited
The group does not have any financial assets or financial liabilities that are currently subject to offsetting in accordance with IAS 32.
However of the gross derivatives assets recognised of R4 681 million (31 December 2012: R6 910 million) and gross derivative liabilities
R4 252 million (31 December 2012: R6 098 million), derivative assets of R4 672 million (31 December 2012: R6 910 million) and derivative
liabilities of R4 118 million (31 December 2012: R6 098 million) are subject to master netting arrangements, with a net exposure of
R554 million (31 December 2012: R812 million).

Appendix  Restatement of prior period financial statements
Statement of financial position
as at 31 December 2012
                                                                              Audited  Reclassifi-     Unaudited
                                                                                   As       cation      Restated
                                                                           previously    of mutual        31 Dec
                                                                             reported        funds(1)       2012
                                                                                   Rm           Rm            Rm
Assets
Equipment and owner-occupied properties under development                         952                        952
Owner-occupied properties                                                       1 378                      1 378
Investment properties                                                          24 133                     24 133
Intangible assets                                                                 759                        759
Defined benefit pension fund employer surplus                                     186                        186
Deferred acquisition costs                                                        449                        449
Interests in joint ventures                                                       378                        378
Reinsurance assets                                                              1 170                      1 170
Long-term insurance                                                               978                        978
Short-term insurance                                                              192                        192
Operating leases  accrued income                                               1 277                      1 277
Derivative assets                                                               6 910                      6 910
Interest in associates  equity accounted                                          72                         72
Interest in associates  held at fair value                                    13 837           522       14 359
Financial investments                                                         231 187        10 828      242 015
Deferred taxation                                                                 253                        253
Prepayments, insurance and other receivables                                    3 489           139        3 628
Cash and cash equivalents                                                       6 327         4 091       10 418
Total assets                                                                  292 757        15 580      308 337
Liabilities
Long-term policyholder liabilities                                            236 684                    236 684
Insurance contracts                                                           164 666                    164 666
Investment contracts with discretionary participation features                  3 855                      3 855
Financial liabilities under investment contracts                               68 163                     68 163
Short-term insurance liabilities                                                  525                        525
Financial liabilities at amortised cost                                         2 177                      2 177
Third party financial liabilities arising on consolidation of mutual funds     14 465        15 550       30 015
Employee benefits                                                               1 198                      1 198
Deferred revenue                                                                  174                        174
Deferred taxation                                                               2 715                      2 715
Deemed disposal taxation liability                                                918                        918
Provisions                                                                        338                        338
Operating leases  accrued expense                                                 30                         30
Derivative liabilities                                                          6 098                      6 098
Insurance and other payables                                                    8 200            30        8 230
Current taxation                                                                  724                        724
Total liabilities                                                             274 246        15 580      289 826
Equity
Ordinary shareholders' interests                                               15 410                     15 410
Share capital                                                                      26                         26
Share premium                                                                   6 078                      6 078
Retained surplus                                                               10 332                     10 332
Other reserves                                                                 (1 026)                    (1 026)
Non-controlling interests                                                       3 101                      3 101
Total equity                                                                   18 511                     18 511
Total equity and liabilities                                                  292 757        15 580      308 337

(1)    Applying IFRS 10 and the revised IAS 28 has led to certain investments in mutual funds being reclassified between subsidiaries, associates and financial instruments. For further
       detailed explanation, refer to the accounting policies section.

Statement of comprehensive income
for the year ended 31 December 2012
                                                                       Audited  Reclassifi-                 Unaudited
                                                                            As       cation       IAS 19     Restated
                                                                    previously    of mutual       Amend-       31 Dec
                                                                      reported      funds(1)       ments         2012
                                                                            Rm           Rm           Rm           Rm

Revenue
Insurance premiums                                                      30 720                                 30 720
Reinsurance premiums                                                    (1 089)                                (1 089)

Net insurance premiums                                                  29 631                                 29 631
Service fee income from investment contracts                               881                                    881
Investment income                                                       12 688           948         (30)      13 606
Hotel operation sales                                                      720                                    720
Investment gains                                                        30 209           899                   31 108
Fee revenue and reinsurance commission                                   1 877          (77)                    1 800
Adjustment to defined benefit pension fund employer surplus                (45)                       45            

Total revenue                                                           75 961         1 770          15       77 746
Claims and policyholder benefits under insurance contracts             (25 004)                               (25 004)
Insurance claims recovered from reinsurers                                 672                                    672
Change in long-term policyholder liabilities                           (19 532)                               (19 532)

Insurance contracts                                                    (19 228)                               (19 228)
Investment contracts with discretionary participation features            (380)                                  (380)
Applicable to reinsurers                                                    76                                     76

Fair value adjustment to policyholder liabilities under investment
contracts                                                              (10 035)                               (10 035)
Fair value adjustment on third party mutual fund interests              (2 979)       (1 769)                  (4 748)
Acquisition costs                                                       (3 818)                                (3 818)
General marketing and administration expenses                           (7 445)           (1)       (127)      (7 573)
Finance costs                                                             (243)                                  (243)
Profit share allocations under bancassurance and other agreements         (800)                                  (800)
Profit on sale of joint venture                                            135                                    135
Equity accounted earnings from joint ventures                                3                                      3

Profit before taxation                                                   6 915                     (112)       6 803
Taxation                                                                (2 717)                       32       (2 685)

Total earnings (carried forward)                                         4 198                      (80)       4 118

                                                                           Audited   Reclassifi-                Unaudited
                                                                                As       cation       IAS 19     Restated
                                                                        previously    of mutual       Amend-       31 Dec
                                                                          reported      funds(1)       ments         2012
                                                                                Rm           Rm           Rm           Rm

Total earnings (brought forward)                                             4 198                       (80)       4 118
Other comprehensive income                                                      10                        80           90

Items that may be reclassified subsequently to profit or loss                 (121)                                  (121)

Net change in fair value on cash flow hedges                                   (29)                                   (29)
Income and capital gains tax relating to net change in fair value
on cash flow hedges                                                              8                                      8
Foreign currency translation                                                    26                                     26
Owner-occupied properties  fair value adjustment                             (192)                                  (192)
Income and capital gains tax relating to owner-occupied properties
fair value adjustment                                                           66                                     66

Items that may not be reclassified subsequently to profit or loss              131                        80          211

Change in long-term policyholder insurance liabilities (application of
shadow accounting)                                                             131                                    131
Actuarial gains on post-retirement medical aid liability                                                 127          127
Income tax relating to post-retirement medical aid liability                                             (36)         (36)
Net adjustments to defined benefit pension fund (2)                                                      (15)         (15)
Income tax relating to defined benefit pension fund                                                        4            4


Total comprehensive income                                                   4 208                                 4 208

Attribution of total earnings and comprehensive income
Total earnings attributable to:
Ordinary shareholders' interests                                             3 779                                  3 699
Non-controlling interests                                                      419                                    419

                                                                             4 198                                  4 118

Total comprehensive income attributable to:
Ordinary shareholders' interests                                             3 780                                  3 780
Non-controlling interests                                                      428                                    428

                                                                             4 208                                  4 208

Basic and fully diluted earnings per share                                   Cents                      Cents       Cents

Basic earnings per share                                                   1 464,6                      (31,0)    1 433,6
Fully diluted basic earnings per share                                     1 370,8                      (29,1)    1 341,7

(1)  Applying IFRS 10 and the revised IAS 28 has led to certain investments in mutual funds being reclassified between subsidiaries, associates and financial instruments. For further
     detailed explanation, refer to the accounting policies section.
(2)  Net adjustments to defined benefit pension fund include actuarial gains or losses, return on plan assets, reduced by the interest on the net defined benefit asset, and the effect
     of the application of the asset ceiling.

Statement of financial position
as at 30 June 2012
                                                                                        Reclassifi-
                                                                                   As        cation       Restated
                                                                           previously     of mutual        30 June
                                                                             reported      funds(1)           2012
Unaudited                                                                          Rm            Rm             Rm
Assets
Equipment and owner-occupied properties under development                         881                          881
Owner-occupied properties                                                       1 445                        1 445
Investment properties                                                          23 032                       23 032
Intangible assets                                                                 909                          909
Defined benefit pension fund employer surplus                                     219                          219
Deferred acquisition costs                                                        432                          432
Interests in joint ventures                                                       395                          395
Reinsurance assets                                                              1 148                        1 148

Long-term insurance                                                               938                          938
Short-term insurance                                                              210                          210
Operating leases  accrued income                                               1 271                        1 271
Derivative assets                                                               5 557                        5 557
Held for sale assets                                                              200                          200
Interests in associates  held at fair value                                   12 630          1 249        13 879
Financial investments                                                         207 055         11 315       218 370
Deferred taxation                                                                 188                          188
Prepayments, insurance and other receivables                                    3 623             97         3 720
Cash and cash equivalents                                                       6 665          2 897         9 562
Total assets                                                                  265 650         15 558       281 208
Liabilities
Long-term policyholder liabilities                                            217 252                      217 252
Insurance contracts                                                           151 905                      151 905
Investment contracts with discretionary participation features                  3 516                        3 516
Financial liabilities under investment contracts                               61 831                       61 831
Short-term insurance liabilities                                                  536                          536
Financial liabilities at amortised cost                                         2 190                        2 190
Third party financial liabilities arising on consolidation of mutual funds     12 007         15 618        27 625
Employee benefits                                                                 866                          866
Deferred revenue                                                                  169                          169
Deferred taxation                                                               1 848                        1 848
Provisions                                                                        389                          389
Operating leases  accrued expense                                                 63                           63
Derivative liabilities                                                          4 890                        4 890
Insurance and other payables                                                    6 513           (60)         6 453
Current taxation                                                                2 253                        2 253
Total liabilities                                                             248 976         15 558       264 534
Equity
Ordinary shareholders' interests                                               13 777                       13 777
Share capital                                                                      26                           26
Share premium                                                                   6 113                        6 113
Retained surplus                                                                8 609                        8 609
Other reserves                                                                   (971)                        (971)
Non-controlling interests                                                       2 897                        2 897
Total equity                                                                   16 674                       16 674
Total equity and liabilities                                                  265 650         15 558       281 208

(1)   Applying IFRS 10 and the revised IAS 28 has led to certain investments in mutual funds being reclassified between subsidiaries, associates and financial instruments. For further
      detailed explanation, refer to the accounting policies section.

Statement of comprehensive income
for the six months ended 30 June 2012
                                                                               Reclassifi-       Amend-
                                                                           As       cation        ments    Restated
                                                                   previously    of mutual           to     30 June
                                                                     reported     funds(1)       IAS 19        2012
Unaudited                                                                  Rm           Rm           Rm          Rm

Revenue
Insurance premiums                                                     14 400                                14 400
Reinsurance premiums                                                     (556)                                 (556)

Net insurance premiums                                                 13 844                                13 844
Service fee income from investment contracts                              484                                   484
Investment income                                                       6 184          478           (9)      6 653
Hotel operation sales                                                     347                                   347
Investment gains                                                        9 701          292                    9 993
Fee revenue and reinsurance commission                                    819          (38)                     781
Adjustment to defined benefit pension fund employer surplus                 9                        (9)          

Total revenue                                                          31 388          732          (18)     32 102
Claims and policyholder benefits under insurance contracts            (11 992)                              (11 992)
Insurance claims recovered from reinsurers                                360                                   360
Change in long-term policyholder liabilities                           (6 340)                               (6 340)

Insurance contracts                                                    (6 329)                               (6 329)
Investment contracts with discretionary participation features            (47)                                  (47)
Applicable to reinsurers                                                   36                                    36

Fair value adjustment to policyholder liabilities under
investment contracts                                                   (3 773)                               (3 773)
Fair value adjustment on third party mutual fund interests               (901)        (732)                  (1 633)
Acquisition costs                                                      (1 778)                               (1 778)
General marketing and administration expenses                          (3 568)                      (56)     (3 624)
Finance costs                                                            (125)                                 (125)
Profit share allocations under bancassurance and other agreements        (395)                                 (395)
Equity accounted earnings from joint ventures                              16                                    16

Profit before taxation                                                  2 892                      (74)      2 818
Taxation                                                               (1 129)                       20     (1 109)

Total earnings (carried forward)                                        1 763                      (54)      1 709

                                                                                  Reclassifi-      Amend-
                                                                             As        cation       ments    Restated
                                                                     previously     of mutual          to     30 June
                                                                       reported      funds(1)      IAS 19        2012
Unaudited                                                                    Rm            Rm          Rm          Rm

Total earnings (brought forward)                                          1 763                       (54)      1 709
Other comprehensive income                                                   15                        54          69

Items that may be reclassified subsequently to profit or loss                22                                    22
Net change in fair value on cash flow hedges                                  3                                     3
Income and capital gains tax relating to net change in fair value
on cash flow hedges                                                          (1)                                   (1)
Foreign currency translation                                                 13                                    13

Owner-occupied properties  fair value adjustment                            15                                    15
Income and capital gains tax relating to owner-occupied properties
fair value adjustment                                                        (8)                                   (8)
Items that may not be reclassified subsequently to profit or loss            (7)                       54          47
Change in long-term policyholder insurance liabilities
(application of shadow accounting)                                           (7)                                   (7)
Actuarial gains on post-retirement medical aid liability                                               56          56
Income tax relating to post-retirement medical aid liability                                          (15)        (15)
Net adjustments to defined benefit pension fund (2)                                                    18          18
Income tax relating to defined benefit pension fund                                                    (5)         (5)
Total comprehensive income                                                1 778                                1 778
Attribution of total earnings and comprehensive income
Total earnings attributable to:
Ordinary shareholders' interests                                          1 642                                 1 588
Non-controlling interests                                                   121                                   121
                                                                          1 763                                 1 709
Total comprehensive income attributable to:
Ordinary shareholders' interests                                          1 654                                 1 654
Non-controlling interests                                                   124                                   124
                                                                          1 778                                 1 778
Basic and fully diluted earnings per share                                Cents                    Cents        Cents
Basic earnings per share                                                  632,7                    (20,8)       611,9
Fully diluted basic earnings per share                                    597,1                    (19,6)       577,5

(1)  Applying IFRS 10 and the revised IAS 28 has led to certain investments in mutual funds being reclassified between subsidiaries, associates and financial instruments. For further
     detailed explanation, refer the accounting policies section.
(2)  Net adjustments to defined benefit pension fund include actuarial gains or losses, return on plan assets, reduced by the interest on the net defined benefit asset, and the effect
     of the application of the asset ceiling.

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