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MMI HOLDINGS LIMITED - MMI Holdings summarised group results for the year ended 30 June 2013

Release Date: 11/09/2013 07:05
Code(s): MMI     PDF:  
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MMI Holdings summarised group results for the year ended 30 June 2013

MMI Holdings Limited Group
Incorporated in South Africa
(Registration number 2000/031756/06)
"MMI Holdings" or "the Company"
JSE share code (primary listing): MMI
NSX share code: MIM
ISIN: ZAE000149902

MMI Holdings summarised group results for the year ended 30 June 2013


VALUE OF NEW BUSINESS up 19% to R711 million
ANNUALISED RETURN on EMBEDDED VALUE OF 17%
Profits of OPERATING DIVISIONS up 19%
Diluted CORE HEADLINE EARNINGS up 10% to R3.2 billion
MERGER EXPENSE SAVINGS of R346 million
TOTAL DIVIDEND up 12% to 127 cents per share
Total ASSETS UNDER MANAGEMENT of R559 billion

OVERVIEW OF OPERATIONS AND PROSPECTS

OPERATING ENVIRONMENT

Local operating conditions remained challenging and highly competitive. Equity markets remained high and
interest rate volatility continued. Overall consumer confidence remained fragile, with ongoing labour 
challenges, high unemployment levels, high indebtedness and increasing inflation reducing disposable or 
investible income. GDP growth in the rest of Africa, however, is proving to be resilient. Overall, the 
need for and provision of investment and protection products within MMIs client base remains an 
important part of financial wellness and planning.

GROUP RESULTS

Despite the tough operating environment, the MMI group delivered very strong financial results for the
year.

- The embedded value of R35 billion (2 191 cents per share), after allowing for R2.9 billion worth of 
  dividends paid during the year, generated an impressive annualised return on embedded value for 
  shareholders of 17%.
- Diluted core headline earnings increased by 10% to R3.2 billion for the year. The contribution from
  operating divisions increased 19% to R2.5 billion.
- Total net cash flow from policyholders and clients amounted to R27 billion for the year.
- The full results of Momentum Namibia, Momentum Short-term Insurance and the Eris Property Group were
  included for the first time.

MERGER BENEFITS

- The long-term insurance licences of Metropolitan and Momentum have been amalgamated into MMI Group. 
  The use of a single licence simplifies the group structure and facilitates effective deployment of 
  capital within the MMI Holdings group.
- The well-respected Metropolitan and Momentum client-facing brands continue to operate unchanged.
- Group and divisional strategies have been entrenched and collaboration initiatives between divisions
  implemented. 
- The targeted merger expense savings of R500 million remain attainable, with a reduction of R346 
  million recorded to date. 
- Overall, the benefits envisaged as part of the merger rationale are being realised and can be seen in
  the results.

CAPITAL STRENGTH

- MMI actively manages its capital resources within a defined risk appetite and balances the interests
  of all stakeholders.
- The investment mandate for shareholder capital is restricted to lower-risk investments.
- The group remains actively involved and committed to the Regulators Solvency Assessment and 
  Management (SAM) project.
- A strong capital buffer of R3.8 billion was reported at 30 June 2013, after allowing for strategic
  growth initiatives and the final dividend. The impact of SAM on the capital buffer will be assessed on
  an ongoing basis.
- The group is satisfied that its present capital level is appropriate in the current environment. This
  position is regularly evaluated.

OVERVIEW OF OPERATIONS 

MOMENTUM RETAIL

- New insurance business, on a present value of premiums (PVP) basis, increased by 6% to R17.4 billion
  for the year.
- The value of new business increased strongly by 17% to R203 million, confirming the benefits of 
  focusing on good quality new business.
- Good risk and expense experience were reported during the year.
- Operating profit for the year increased by 11% to R1 179 million.

METROPOLITAN RETAIL

- While total PVP was 5% lower, recurring premium new business ended 4% higher than the levels recorded
  in the prior year.
- The profit-sharing arrangement with FNB Life will reduce from 10% to 5% from 1 November 2013.
- The value of new business for the year decreased to R239 million at a PVP margin of 4.7%, reducing in 
  line with changes to the FNB Life contract.
- Good risk experience and higher asset levels were recorded during the year; however, further 
  investments in the sales force dampened the new business margins.
- Operating profit for the year increased by 16% to R509 million. 

MOMENTUM EMPLOYEE BENEFITS

- New business, on a PVP basis, increased substantially, rising 23% to R11.6 billion for the year.
- Good recurring premium new business was written during the second half of the year while increased 
  single premium annuity business was a large contributor to the higher value of new business.
- Client retention interventions resulted in better persistency across all product lines while improved
  risk profit performance, with a recovery in disability experience, contributed to positive operating 
  experience variances.
- The value of new business for the year exceeded expectations, increasing 64% to R213 million, at an 
  impressive PVP margin of 1.8%.
- Operating profit for the year increased by 33% to R330 million.

METROPOLITAN INTERNATIONAL

- New business increased strongly by 23% to R1.6 billion on a PVP basis, with improved contributions 
  from most operations.
- The value of new business followed the same excellent trend, increasing 65% from R34 million to 
  R56 million.
- Lives under administration in the health business increased by 2% to 394 123 while claims ratios 
  improved as a result of successful re-pricing.
- Operating profit for the year increased by 89% to R108 million. 

MOMENTUM INVESTMENTS

- Equity performance showed satisfactory improvement during the year. Further work continues on the 
  institutional balanced mandates.
- The retail offerings gained traction as the market sentiment improved.
- The unconstrained strategies team was established.
- The Eris Property Group was successfully added to the group.
- Operating profit for the year increased by 40% to R175 million.
 
METROPOLITAN HEALTH

- Good growth was recorded in the Momentum Health open scheme and the Government Employees Medical 
  Scheme.
- A few corporate schemes were amalgamated into schemes administered outside the MMI group.
- The business continued positioning itself for the anticipated health reforms.
- Operating profit for the year increased by 14% to R151 million.

SHAREHOLDER CAPITAL

- Shareholder capital includes investment income on shareholder capital, operating profit from the 
  Balance Sheet Management and Momentum Short-term Insurance businesses, central shareholder expenses 
  and new ventures.
- The current and the prior year results include the reversal of income tax provisions that are no 
  longer required.
- Investment income has been impacted as a result of the R1 billion special dividend paid in October 
  2012.

PROSPECTS

- The strategic focus of the MMI group has shifted from integration to growth initiatives.
- Each division has implemented plans and processes to identify and optimise structures, operations, 
  target markets, distribution channels and product offerings through innovation and collaboration.
- Growth in new business volumes will, however, remain dependent on the economic environment, including
  a recovery in employment and stronger disposable income levels.
- The board of MMI Holdings believes that the group has identified and is busy implementing innovative
  strategies to unlock value and generate the required return on capital for shareholders over time.

SUMMARY OF FINANCIAL INFORMATION

Audited results for the 12 months ended 30 June 2013

DIRECTORS STATEMENT

The directors take pleasure in presenting the audited results of MMI Holdings financial services group 
for the year ended 30 June 2013. The preparation of the groups results was supervised by the group 
finance director, Preston Speckmann, BCompt (Hons), CA(SA).

Corporate events and amalgamations

The transactions to acquire 55% of the Eris Property Group and the remaining 50% in Momentum Short-term
Insurance (MSTI) became unconditional during the current year.

After consultation with the Financial Services Board (FSB), the group applied to the High Court of South
Africa for the approval of the amalgamation of the two main long-term insurance licences. As a 
preparatory step for this legal amalgamation of the life insurance licences, Momentum Group Ltd changed
its name to MMI Group Ltd. The court approval for the amalgamation was granted on 20 May 2013 and the 
assets and liabilities of Metropolitan Life Ltd were sold to MMI Group Ltd on this date. This had no 
impact on the group results or net asset value.

MMI Holdings Ltd acquired MMI Group Ltds preference shares from FirstRand Ltd during the current year.
These shares have been eliminated at the group level, but still qualify as capital for MMI Group Ltd.
 
Basis of presentation of financial information

These results have been prepared in accordance with International Accounting Standard 34 (IAS 34)  
Interim financial reporting; the South African Companies Act of 2008; and the Listings Requirements of
the JSE Ltd (JSE).  The accounting policies of the group are in terms of International Financial 
Reporting Standards (IFRS) and have been applied consistently to all the years presented. The 
preparation of financial statements is in accordance with and contains the information required by IFRS
and the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial
Pronouncements as issued by the Financial Reporting Standards Council, which requires the use of certain
critical accounting estimates as well as the exercise of managerial judgement in the application of the
groups accounting policies.  Such critical judgements and accounting estimates are disclosed in detail
in the groups integrated report for the year ended 30 June 2013, including changes in estimates that 
are an integral part of the insurance business.  The group is exposed to financial and insurance risks,
details of which are also provided in the groups integrated report.

Segmental information

The group operates through the following divisions: Momentum Retail, Metropolitan Retail, Momentum 
Employee Benefits, Metropolitan International, Momentum Investments, Metropolitan Health and 
Shareholder Capital (which includes Momentum Short-term Insurance, the Balance Sheet Management 
business unit, other support services and growth initiatives).

Reclassifications

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

- The liquidity of certain items on the statement of financial position was re-assessed, which resulted
  in reinsurance contracts and insurance and other receivables being moved on the statement of financial
  position. 
- Further classification-related alignments within financial assets have been made in the current year 
  and as a result certain balances have been restated. These alignments did not result in a change to 
  the statement of financial position or income statement but only to certain detailed financial asset 
  related tables. 
- The comparative segmental information has been restated, where appropriate, to ensure alignment with
  the way in which the chief operating decision-maker, being the MMI executive committee, monitors and 
  evaluates the performance of the various segments of the business.

These restatements had no impact on the current or prior year reported earnings, diluted earnings or 
headline earnings per share, nor on the net asset value or the statement of cash flows.

Standards and interpretations of published standards effective for the year ended 30 June 2013 and 
relevant to the group 

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

Corporate governance

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

Directorate and secretary changes and directors shareholding

Mr John Newbury retired as a non-executive director on 26 November 2012 and we thank him for his 
invaluable input and support of the group over many years.  The groups Company Secretary, Francois 
Jooste, sadly passed away during the year. The Nominations Committee of the MMI Holdings Board has 
appointed Ms M Chetty as the group Company Secretary with effect from 3 September 2013. 

All transactions in listed shares of the company involving directors were disclosed on SENS as required.

Contingent liabilities and capital commitments

As part of running a business, the group is party to legal proceedings and appropriate provisions are 
made when losses are expected to materialise. The group had no material capital commitments at 
30 June 2013 that were not in the ordinary course of business.

Events after year-end

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

Dividend declaration

Ordinary shares

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

On 10 September 2013 a gross final dividend of 76 cents per ordinary share was declared, resulting in
an annual dividend of 127 cents per share. The final dividend is payable out of income reserves to all
holders of ordinary shares recorded in the register of the company at the close of business on Friday, 
4 October 2013 and will be paid on Monday, 7 October 2013. The dividend will be subject to local 
dividend withholding tax at a rate of 15% unless the shareholder is exempt from paying dividend tax or
is entitled to a reduced rate. The Secondary Tax on Companies (STC) credits utilised per share amount 
to 3.92110 cents per ordinary share. This will result in a net dividend, for those shareholders who are
not exempt from paying dividend tax, of 65.18817 cents per ordinary share. 

MMIs income tax number is 975 2050 147 and the number of ordinary shares in issue at the declaration
date was 1 569 803 700. The last day to trade cum dividend will be Friday, 27 September 2013. The 
shares will trade ex dividend from the start of business on Monday, 30 September 2013.  Share 
certificates may not be dematerialised or rematerialised between Monday, 30 September and Friday, 
4 October 2013, both days inclusive.

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

Preference shares

Dividends of R23 million (132 cents per share per annum) were declared on the unlisted A3 MMI preference
shares. The declaration rate was determined as set out in the companys Memorandum of Incorporation and
the total preference dividend utilised STC credits of R1 173 943.

Directors responsibility and integrated report

These results are the responsibility of the directors. The summarised financial information is an 
extract from the groups 2013 annual financial statements and does not contain full or complete details.
Any investment decision should be based on consideration of the information contained in the full 
financial results. The full integrated report for 2013 will be posted to shareholders by 30 September 
2013, and will be viewable online at www.mmiholdings.com. A printed version of the integrated report may
be requested from the group company secretary, Maliga Chetty tel: 012 684 4255.


External audit 

The summarised financial information has been extracted from the groups 2013 annual financial 
statements, which have been audited by PricewaterhouseCoopers Inc. and their unqualified audit report is
available for inspection at the companys registered office.  In addition, the summarised group embedded
value information has been extracted from the 2013 group embedded value report, which has been reviewed 
by PricewaterhouseCoopers Inc.  in accordance with the embedded value basis of MMI, and the review 
report is available for inspection at the companys registered office. 

Signed on behalf of the board

JJ Njeke           Chairman
Nicolaas Kruger    Group chief executive officer

Centurion

11 September 2013

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

GROUP COMPANY SECRETARY: M Chetty   

TRANSFER SECRETARIES: Link Market Services SA (Pty) Ltd (registration number 2000/007239/07) 
Rennie House, 13th Floor, 19 Ameshoff Street, Braamfontein 2001. PO Box 4844, Johannesburg 2000 
Telephone: +27 11 713 0800   E-mail: info@linkmarketservices.co.za  
 
SPONSOR: Merrill Lynch (registration number: 2000/031756/06)

REGISTERED OFFICE: 268 West Avenue, Centurion 0157

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

www.mmiholdings.com

 
MMI HOLDINGS GROUP  IFRS FINANCIAL INFORMATION


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                                30.06.2013   30.06.2012
                                                                                        Rm           Rm

ASSETS

Intangible assets                                                                   11 769       11 998
Owner-occupied properties                                                            1 488        1 464
Property and equipment                                                                 348          321
Investment properties                                                                6 433        5 415
Investment in associates                                                               121          127
Employee benefit assets                                                                327          302
Financial instrument assets (1)                                                    297 847      260 883
Reinsurance contracts                                                                1 519        1 439
Deferred income tax                                                                    124          107
Properties under development                                                            98            -
Insurance and other receivables                                                      2 857        2 657
Current income tax assets                                                              108           69
Cash and cash equivalents                                                           19 424       16 957
Non-current assets held for sale                                                       680          865
Total assets                                                                       343 143      302 604

EQUITY

Equity attributable to owners of the parent                                         23 473       23 517
Preference shares                                                                        -          500
                                                                                    23 473       24 017
Non-controlling interests                                                              391          281
Total equity                                                                        23 864       24 298

LIABILITIES

Insurance contract liabilities
  Long-term insurance contracts                                                     96 817       88 116
Financial instrument liabilities
  Investment contracts                                                             183 506      156 929
   with discretionary participation features                                       24 937       23 696
   designated at fair value through income                                        158 569      133 233
  Other financial instrument liabilities (2)                                        22 152       18 140
Deferred income tax                                                                  3 917        3 934
Employee benefit obligations                                                         1 328        1 206
Other payables                                                                      11 112        9 517
Provisions                                                                             180          153
Current income tax liabilities                                                         267          311
Total liabilities                                                                  319 279      278 306

Total equity and liabilities                                                       343 143      302 604

1. Financial instrument assets consist of the following:
   Securities designated at fair value through income: R271 227 million (30.06.2012: R236 129 million)
   Investments in associates designated at fair value through income: R17 424 million (30.06.2012: 
   R14 333 million)
   Derivative financial instruments: R3 173 million (30.06.2012: R3 579 million)
   Held-to-maturity assets: R69 million (30.06.2012: R60 million)
   Available-for-sale assets: R953 million (30.06.2012: R2 902 million)
   Loans and receivables: R5 001 million (30.06.2012: R3 880 million)
2. Other financial instrument liabilities consist of the following:
   Liabilities designated at fair value through income: R18 361 million (30.06.2012: R15 246 million)
   Derivative financial instruments: R2 545 million (30.06.2012: R2 040 million)
   Liabilities at amortised cost: R1 246 million (30.06.2012: R854 million)


CONDENSED CONSOLIDATED INCOME STATEMENT

                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
                                                                                        Rm           Rm

Net insurance premiums received                                                     23 304       18 694
Fee income (1)                                                                       6 234        5 248
Investment income                                                                   13 537       13 100
Net realised and fair value gains                                                   29 152       13 989
Net income                                                                          72 227       51 031

Net insurance benefits and claims                                                   20 327       18 976
Change in liabilities                                                                9 677        3 354
   Change in insurance contract liabilities                                          8 525        4 277
   Change in investment contracts with DPF liabilities                               1 237         (694)
   Change in reinsurance provision                                                    (85)        (229)
Fair value adjustments on investment contract liabilities                           22 614       12 092
Fair value adjustments on collective investment scheme liabilities                     882          619
Depreciation, amortisation and impairment expenses                                   1 144        1 008
Employee benefit expenses                                                            4 494        3 874
Sales remuneration                                                                   3 015        2 850
Other expenses                                                                       4 249        3 711
Expenses                                                                            66 402       46 484

Results of operations                                                                5 825        4 547
Share of profit/(loss) of associates                                                    12           (7)
Finance costs (2)                                                                   (1 684)        (899)
Profit before tax                                                                    4 153        3 641
Income tax expenses                                                                 (1 502)      (1 304)
Earnings                                                                             2 651        2 337

Attributable to:
Owners of the parent                                                                 2 587        2 301
Non-controlling interests                                                               32            5
MMI Group Ltd preference shares                                                         32           31
                                                                                     2 651        2 337

Basic earnings per ordinary share (cents)                                              166          154
Diluted earnings per ordinary share (cents)                                            164          151

1. Fee income consists of the following:
   Investment contracts: R1 901 million (30.06.2012: R1 455 million)
   Trust and fiduciary services: R1 875 million (30.06.2012: R1 546 million)
   Health administration services: R1 866 million (30.06.2012: R1 799 million)
   Other fee income: R592 million (30.06.2012: R448 million)
2. Finance costs consist of the following:
   Preference shares issued by MMI Holdings Ltd: R46 million (30.06.2012: R92 million)
   Subordinated redeemable debt: R100 million (30.06.2012: R114 million)
   Cost of carry and derivative financial instruments: R1 273 million (30.06.2012: R624 million)
   Other: R265 million (30.06.2012: R69 million)


                                                          Basic earnings            Diluted earnings

                                                      12 mths to   12 mths to   12 mths to   12 mths to 
RECONCILIATION OF HEADLINE EARNINGS                   30.06.2013   30.06.2012   30.06.2013   30.06.2012
attributable to owners of the parent                          Rm           Rm           Rm           Rm

Earnings                                                   2 587        2 301        2 587        2 301
Finance costs  convertible preference shares                                           46           92
Dilutory effect of subsidiaries (1)                                                    (19)           -
Diluted earnings                                                                     2 614        2 393
Realised gains on available-for-sale financial assets         (2)           -           (2)           -
Intangible asset and other impairments                         3           67            3           67
Profit on change from associate to subsidiary                (67)        (207)         (67)        (207)
Loss/(profit) on sale of business                              3           (3)           3           (3)
Headline earnings (2)                                      2 524        2 158        2 551        2 250
Net realised and fair value gains on excess                 (340)        (250)        (340)        (250)
Basis and other changes and investment variances             367          292          367          292
Amortisation of intangible assets relating to business
   combinations                                              587          516          587          516
Secondary Tax on Companies (STC)                               -          144            -          144
BEE cost (3)                                                   -            3            -            3
Corporate restructuring expenses (4)                          58            -           58            -
Dilutory effect of subsidiaries (1)                                                      -          (14)
Investment income on treasury shares  contract 
   holders                                                                              18           14
Core headline earnings (5)                                 3 196        2 863        3 241        2 955

1. Metropolitan Health is consolidated at 100% and the Metropolitan Namibian group and Metropolitan 
   Kenya are consolidated at 96% in the results. For purposes of diluted earnings, diluted non-
   controlling interests and investment returns are reinstated. The dilutory impact of these 
   subsidiaries has been included in diluted earnings in the current year.
2. Headline earnings consist of operating profit, investment income, net realised and fair value gains,
   investment variances and basis and other changes.
3. This represents the cost of the BEE transaction in Namibia in the prior year in terms of IFRS 2  
   Share based payments.
4. Corporate restructuring expenses include once-off costs relating to the restructuring of the group.
5. Core headline earnings disclosed comprise operating profit and investment income on shareholder 
   assets. It excludes net realised and fair value gains on investment assets, investment variances and
   basis and other changes which can be volatile, STC (prior years), certain non-recurring items, as 
   well as the amortisation of intangible assets relating to business combinations as this is part of 
   the cost of acquiring the business. 


EARNINGS PER SHARE (cents)                                                      12 mths to   12 mths to
attributable to owners of the parent                                            30.06.2013   30.06.2012

Basic
Core headline earnings                                                                 205          192
Headline earnings                                                                      162          145
Earnings                                                                               166          154
Weighted average number of shares (million)                                          1 558        1 491
Diluted
Core headline earnings                                                                 202          184
Weighted average number of shares (million) (1)                                      1 604        1 605
Headline earnings                                                                      160          142
Earnings                                                                               164          151
Weighted average number of shares (million) (2)                                      1 592        1 590

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

DIVIDENDS                                                                             2013         2012
Ordinary listed MMI Holdings Ltd shares (cents per share)
Interim  March                                                                         51           44
Final  September                                                                       76           69
Total                                                                                  127          113

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

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

The A1 and A2 MMI preference shares were converted into MMI ordinary shares on a one-for-one basis 
during June 2012.

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


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
                                                                                        Rm           Rm

Earnings                                                                             2 651        2 337
Other comprehensive income for the year, net of tax                                     88          121
   Items that may subsequently be reclassified to income                                86           68
     Exchange differences on translating foreign operations                             86           71
     Available-for-sale financial assets                                                 -           (3)

   Items that will not be reclassified to income                                         2           53
     Land and buildings revaluation                                                      9           63
     Change in non-distributable reserves                                              (10)           1
     Income tax relating to items that will not be reclassified                          3          (11)

Total comprehensive income for the year                                              2 739        2 458

Total comprehensive income attributable to:
   Owners of the parent                                                              2 654        2 414
   Non-controlling interests                                                            53           13
   MMI Group Ltd preference shares                                                      32           31
                                                                                     2 739        2 458

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
                                                                                        Rm           Rm
Changes in share capital
Balance at beginning                                                                13 814       13 421
Staff share scheme shares released                                                       -            3
Treasury shares held on behalf of contract holders                                      (4)           2
Conversion of preference shares (1)                                                      -          388
Share buy-back                                                                          (7)           -
Balance at end                                                                      13 803       13 814

Changes in other reserves
Balance at beginning                                                                 1 572        1 466
Total comprehensive income                                                              67          113
BEE cost                                                                                 -            3
Transfer to retained earnings                                                           (8)         (10)
Balance at end (2)                                                                   1 631        1 572

Changes in retained earnings
Balance at beginning                                                                 8 131        7 454
Total comprehensive income                                                           2 587        2 301
Dividend paid                                                                       (2 886)      (1 603)
Transactions with non-controlling interests                                             87          (31)
Transfer from other reserves                                                             8           10
Profit on preference share buy-back                                                    112            -
Balance at end                                                                       8 039        8 131

Equity attributable to owners of the parent                                         23 473       23 517

MMI Group Ltd preference shares
Balance at beginning                                                                   500          500
Total comprehensive income                                                              32           31
Dividend paid                                                                          (32)         (31)
Share buy-back                                                                        (500)           -
Balance at end                                                                           -          500

Changes in non-controlling interests
Balance at beginning                                                                   281          298
Total comprehensive income                                                              53           13
Dividends paid                                                                         (97)          (3)
Transactions with owners                                                                39          (27)
Business combinations                                                                  115            -
Balance at end                                                                         391          281

Total equity                                                                        23 864       24 298

1. The conversion of the preference shares in the year ended 30 June 2012 represents the conversion of 
   the A1 and A2 MMI preference shares into ordinary shares on a one-for-one basis. 
2. Other reserves consist of the following:
   Land and buildings revaluation reserve: R534 million (30.06.2012: R533 million)
   Foreign currency translation reserve: R139 million (30.06.2012: R74 million)
   Fair value adjustment for preference shares issued by MMI: R940 million (30.06.2012: R940 million)
   Fair value reserve: R11 million (30.06.2012: R11 million)
   Non-distributable reserve: R4 million (30.06.2012: R11 million)
   Equity-settled share-based payments reserve: R3 million (30.06.2012: R3 million) 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
                                                                                        Rm           Rm

Net cash inflow/(outflow) from operating activities                                  6 321       (1 142)
Net cash outflow from investing activities                                            (753)        (697)
Net cash outflow from financing activities                                          (3 101)      (1 875)
Net cash flow                                                                        2 467       (3 714)
Cash resources and funds on deposit at beginning                                    16 957       20 671
Cash resources and funds on deposit at end                                          19 424       16 957


PRINCIPAL ASSUMPTIONS (South Africa) (1)                                        30.06.2013   30.06.2012
                                                                                         %            %

Pre-tax investment return
   Equities                                                                           11.4         11.3
   Properties                                                                          8.9          8.8
   Government stock                                                                    7.9          7.8
   Other fixed interest stocks                                                         8.4          8.3
   Cash                                                                                6.9          6.8
Risk-free return                                                                       7.9          7.8
Risk discount rate (RDR)                                                              10.2         10.1
Investment return (before tax)  balanced portfolio                                   10.1         10.0
Expense inflation base rate (2)                                                        6.1          5.8

1. The principal assumptions relate only to the South African life insurance business.  Assumptions 
   relating to international life insurance businesses are based on local requirements and can differ 
   from the South African assumptions.
2. An additional 1% expense inflation is allowed for in some divisions to reflect the impact of closed 
   books that are in run-off.


NON-CONTROLLING INTERESTS                                                       30.06.2013   30.06.2012
                                                                                         %            %

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


                                                                                               Restated
                                                                                30.06.2013   30.06.2012
FINANCIAL INSTRUMENT ASSETS                                                             Rm           Rm

Equity securities                                                                   81 615       64 754
Debt securities                                                                     82 982       82 020
Funds on deposit and other money market instruments                                 15 026       12 477
Unit-linked investments                                                             92 626       79 840
Derivative financial instruments                                                     3 173        3 579
Loans and receivables                                                                5 001        3 880
Investments in associates designated at fair value                                  17 424       14 333
Total financial instrument assets                                                  297 847      260 883


                                                                                               Restated
                                                                                30.06.2013   30.06.2012
ANALYSIS OF ASSETS UNDER MANAGEMENT                                                     Rm           Rm

On-balance sheet assets
Managed and/or administered by Momentum Investments                                206 789      173 627
   Investment assets                                                               134 681      113 325
   Collective investment schemes                                                    64 187       53 423
   Properties                                                                        7 921        6 879
Momentum Wealth linked product assets under administration                          63 045       50 412
Managed internally or by other managers within MMI                                  17 117       20 195
Managed by external managers                                                        33 941       34 990
Other assets                                                                        22 251       23 380
                                                                                   343 143      302 604

Off-balance sheet assets
Managed and/or administered by Momentum Investments                                156 838      125 458
   Collective investment schemes                                                    85 526       65 585
   Segregated assets and linked products                                            54 005       59 873
   Properties                                                                       17 307            -
Managed internally or by other managers within MMI                                   4 543        4 161
Momentum Employee Benefits  segregated assets                                         307          298
Metropolitan Health                                                                 10 582       11 624
Momentum Wealth linked product assets under administration                          43 437       35 640

Total assets under management                                                      558 850      479 785

Total assets managed and/or administered by Momentum Investments                   363 627      299 085
Other assets under management                                                      195 223      180 700
Total assets under management                                                      558 850      479 785


                                                                                               Restated
                                                                           30.06.2013        30.06.2012   
ANALYSIS OF ASSETS BACKING SHAREHOLDER EXCESS                              Rm       %       Rm        %

Equity securities                                                         973     4.1    1 121      4.7
Preference shares                                                         538     2.3    1 492      6.2
Collective investment schemes                                             699     3.0      966      4.0
Debt securities                                                         3 797    16.2    4 900     20.4
Properties                                                              2 324     9.9    1 906      7.9
Owner-occupied properties                                               1 175     5.0    1 172      4.8
Investment properties                                                   1 149     4.9      734      3.1
Cash and cash equivalents and funds on deposit                          9 405    40.1    7 608     31.7
Intangible assets                                                       7 109    30.3    7 425     30.9
Other net assets                                                          503     2.1      487      2.0
                                                                       25 348   108.0   25 905    107.8
Redeemable preference shares                                             (313)   (1.3)    (316)    (1.3)
Subordinated redeemable debt                                           (1 562)   (6.7)  (1 572)    (6.5)
Shareholder excess per reporting basis                                 23 473   100.0   24 017    100.0


BUSINESS COMBINATIONS  JUNE 2013

Momentum Short-term Insurance 

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

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

Eris Property Group

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

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

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

                                                                                Total     MSTI     Eris
                                                                                   Rm       Rm       Rm

Purchase consideration                                                            454      125      329 

Fair value of net assets
Intangible assets                                                                 276      158      118 
Tangible assets                                                                   332        -      332 
Financial instrument assets                                                       353      201      152
Cash and cash equivalents                                                          43        7       36 
Other assets                                                                       17        3       14
Financial instrument liabilities                                                  (85)       -      (85)
Other liabilities                                                                (418)    (104)    (314)
Net identifiable assets acquired                                                  518      265      253
Fair value step-up of associate - MSTI (recognised in net realised and fair 
   value gains)                                                                   (67)     (67)       -
Derecognise investment in associate - MSTI (carrying value at acquisition 
   date)                                                                          (73)     (73)       -
Non-controlling interests                                                        (115)       -     (115)
Goodwill recognised                                                               191        -      191
                                                                                  454      125      329

The above two transactions contributed net income of R603 million and earnings of R33 million to the 
group results for the current year. Assuming the acquisitions occurred at the beginning of the year, it
would have contributed additional net income of R148 million and earnings of R14 million.

Common control transactions

After consultation with the Financial Services Board (FSB), the group applied to the High Court of South
Africa for the approval of the amalgamation of the two main long-term insurance licences. As a 
preparatory step for this legal amalgamation of the life insurance licences, Momentum Group Ltd changed
its name to MMI Group Ltd. The court approval for the amalgamation was granted on 20 May 2013 and the 
assets and liabilities of Metropolitan Life Ltd were sold to MMI Group Ltd on this date. The transaction
was recorded in accordance with the group's accounting policy for common control transactions. It had
no impact on the group results or net asset value.


MMI HOLDINGS GROUP - SEGMENTAL INFORMATION

                                                                   Momentum  Metropolitan
                                        Momentum  Metropolitan     Employee        Inter-      Momentum
12 mths to 30.06.2013                     Retail        Retail     Benefits      national   Investments
                                              Rm            Rm           Rm            Rm            Rm

Revenue 
Net insurance premiums                    18 575         6 246       12 072         2 535        16 819
   Recurring premiums                      7 611         5 013        6 989         2 244             -
   Single premiums                        10 964         1 233        5 083           291        16 819

Fee income                                 2 369           134          862           145         1 467
   Fee income                              2 369           134          862           145         1 467
   Inter-segmental fee income                  -             -            -             -             -

Expenses
Net payments to contract holders          18 609         4 509        9 240         1 340        15 241
   External payments                      18 609         4 509        9 240         1 340        15 241
   Inter-segmental payments                    -             -            -             -             -

Other expenses                             3 215         2 029          983         1 052         1 215
   Sales remuneration                      1 645           871           77           335             -
   Administration expenses (2)             1 570         1 158          906           715           948
   Amortisation due to business
     combinations and impairments              -             -            -             2             1
   Direct property expenses                    -             -            -             -             -
   Asset management and other
     fee expenses                              -             -            -             -           266
   Holding company expenses                    -             -            -             -             -
   Inter-segmental expenses                    -             -            -             -             -

Diluted core headline earnings             1 179           509          330           108           175
Operating profit                           1 638           707          448           145           198
Tax on operating profit                     (459)         (198)        (118)          (37)          (54)
Investment income                              -             -            -             -            43
Tax on investment income                       -             -            -             -           (12)

Actuarial liabilities                    153 463        29 070       54 614         7 656        32 703

1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums
   (R33 609 million) and claims (R29 034 million); FNB Life adjustments reconciling the 10% of FNB Life 
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R174 million, fee income R11 million, claims R3 million, sales remuneration R65 million and
   expenses R130 million); grossing up of fee income and expenses relating to properties under 
   development (R121 million); corporate restructuring expenses of R67 million; direct property and 
   asset management fees for all segments, except non-life segments, that are set off against 
   investment income for management reporting purposes but shown as an expense for accounting purposes; 
   the amortisation of intangibles relating to business combinations; and other minor adjustments to 
   expenses (R88 million), sales remuneration (R7 million) and fee income (R90 million).
2. Administration expenses for the current year include the following relating to new acquisitions: 
   Metropolitan International - R66 million relating to Momentum Namibia; Momentum Investments  
   R201 million relating to Eris Property Group and; Shareholder Capital  R28 million relating to 
   Momentum Short-term Insurance.


                                                                                    Other
                                    Metropolitan   Shareholder    Segmental   reconciling          IFRS
12 mths to 30.06.2013                     Health       Capital        total     items (1)         total 
Continued                                     Rm            Rm           Rm            Rm            Rm

Revenue
Net insurance premiums                       193           299       56 739       (33 435)       23 304
   Recurring premiums                        193           287       22 337        (4 889)       17 448
   Single premiums                             -            12       34 402       (28 546)        5 856

Fee income                                 1 772           190        6 939          (705)        6 234
   Fee income                              1 772           190        6 939           222         7 161
   Inter-segmental fee income                  -             -            -          (927)         (927)

Expenses
   Net payments to contract holders          182           269       49 390       (29 063)       20 327
   External payments                         182           269       49 390       (29 031)       20 359
   Inter-segmental payments                    -             -            -           (32)          (32)

Other expenses                             1 619           700       10 813         2 089        12 902
   Sales remuneration                          5            34        2 967            48         3 015
   Administration expenses (2)             1 578           310        7 185           406         7 591
   Amortisation due to business
     combinations and impairments             15            39           57           795           852
   Direct property expenses                    -             -            -           220           220
   Asset management and other
     fee expenses                             21            81          368         1 570         1 938
   Holding company expenses                    -           236          236             -           236
   Inter-segmental expenses                    -             -            -          (950)         (950)

Diluted core headline earnings               151           789        3 241             -         3 241
Operating profit                             171           205        3 512             -         3 512
Tax on operating profit                      (30)          (58)        (954)            -          (954)
Investment income                             14           847          904             -           904
Tax on investment income                      (4)         (205)        (221)            -          (221)

Actuarial liabilities                         11         3 250      280 767          (444)      280 323

1. The 'other reconciling items' column includes: an adjustment to reverse investment contract premiums
   (R33 609 million) and claims (R29 034 million); FNB Life adjustments reconciling the 10% of FNB Life
   included in each of the relevant lines to the accounting treatment of the reinsurance arrangement 
   (premiums R174 million, fee income R11 million, claims R3 million, sales remuneration R65 million and
   expenses R130 million); grossing up of fee income and expenses relating to properties under 
   development (R121 million); corporate restructuring expenses of R67 million; direct property and 
   asset management fees for all segments, except non-life segments, that are set off against 
   investment income for management reporting purposes but shown as an expense for accounting purposes;
   the amortisation of intangibles relating to business combinations; and other minor adjustments to 
   expenses (R88 million), sales remuneration (R7 million) and fee income (R90 million).
2. Administration expenses for the current year include the following relating to new acquisitions: 
   Metropolitan International - R66 million relating to Momentum Namibia; Momentum Investments  
   R201 million relating to Eris Property Group and; Shareholder Capital  R28 million relating to 
   Momentum Short-term Insurance.


                                                                   Momentum  Metropolitan
Restated                                Momentum  Metropolitan     Employee        Inter-      Momentum
12 mths to 30.06.2012                     Retail        Retail     Benefits      national   Investments
                                              Rm            Rm           Rm            Rm            Rm

Revenue
Net insurance premiums                    17 148         6 042        9 712         1 960        10 661
   Recurring premiums                      7 376         4 760        5 990         1 639             -
   Single premiums                         9 772         1 282        3 722           321        10 661
   Inter-segmental premiums                    -             -            -             -             -

Fee income                                 1 751           130          932           129         1 099
   Fee income                              1 751           130          932           129         1 099
   Inter-segmental fee income                  -             -            -             -             -

Expenses
Net payments to contract holders          16 095         5 049        9 033         1 099        12 772
   External payments (2)                  16 095         5 049        9 033         1 099        12 772
   Inter-segmental payments                    -             -            -             -             -

Other expenses                             3 217         1 863          991           841           959
   Sales remuneration                      1 582           778          166           247             4
   Administration expenses                 1 616         1 085          819           574           730
   Amortisation due to business 
     combinations and impairments             19             -            6            20            12
   Direct property expenses                    -             -            -             -             -
   Asset management and other fee 
     expenses                                  -             -            -             -           213
   Holding company expenses                    -             -            -             -             -
   Inter-segmental expenses                    -             -            -             -             -

Diluted core headline earnings             1 064           438          249            57           125
Operating profit                           1 472           609          351            77           146
Tax on operating profit                     (408)         (171)        (102)          (20)          (40)
Investment income                              -             -            -             -            27
Tax on investment income                       -             -            -             -            (8)

Actuarial liabilities                    131 252        31 064       43 898         6 326        30 055

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


                                                                                    Other
Restated                            Metropolitan   Shareholder    Segmental   reconciling          IFRS
12 mths to 30.06.2012                     Health       Capital        total     items (1)         total 
Continued                                     Rm            Rm           Rm            Rm            Rm

Revenue
Net insurance premiums                        29             -       45 552       (26 858)       18 694
   Recurring premiums                         29             -       19 794        (4 547)       15 247
   Single premiums                             -             -       25 758       (21 847)        3 911
   Inter-segmental premiums                    -             -            -          (464)         (464)

Fee income                                 1 701            82        5 824          (576)        5 248
   Fee income                              1 701            82        5 824            (7)        5 817
   Inter-segmental fee income                  -             -            -          (569)         (569)

Expenses
Net payments to contract holders              24           799       44 871       (25 895)       18 976
   External payments (2)                      24           799       44 871       (25 865)       19 006
   Inter-segmental payments                    -             -            -           (30)          (30)

Other expenses                             1 560           477        9 908         1 535        11 443
   Sales remuneration                          -             -        2 777            73         2 850
   Administration expenses                 1 507           236        6 567            65         6 632
   Amortisation due to business 
     combinations and impairments             53            40          150           614           764
   Direct property expenses                    -             -            -           302           302
   Asset management and other fee 
     expenses                                  -             -          213         1 050         1 263
   Holding company expenses                    -           201          201             -           201
   Inter-segmental expenses                    -             -            -          (569)         (569)

Diluted core headline earnings               133           889        2 955             -         2 955
Operating profit                             170           306        3 131             -         3 131
Tax on operating profit                      (51)          (34)        (826)            -          (826)
Investment income                             17           767          811             -           811
Tax on investment income                      (3)         (150)        (161)            -          (161)

Actuarial liabilities                          1         2 902      245 498          (453)      245 045

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


The comparative segmental information has been restated where appropriate to ensure alignment with the 
way in which the chief operating decision-maker, being the MMI executive committee, monitors and 
evaluates the performance of the various segments of the business. Refer to table below for detail. 
These restatements had no impact on core headline earnings.

                                                                   Momentum  Metropolitan
                                        Momentum  Metropolitan     Employee        Inter-      Momentum
Analysis of reclassifications             Retail        Retail     Benefits      national   Investments
                                              Rm            Rm           Rm            Rm            Rm
June 2012
Fee income
   Published June 2012                     1 797           130          938           129         1 099
   Reclassifications                         (46)            -           (6)            -             -
   Restated June 2012                      1 751           130          932           129          1099

Actuarial liabilities
   Published June 2012                   131 723        31 064       43 898         6 326        30 055
   Reclassifications                        (471)            -            -             -             -
   Restated June 2012                    131 252        31 064       43 898         6 326        30 055



                                                                                    Other
                                    Metropolitan   Shareholder    Segmental   reconciling          IFRS
Analysis of reclassifications             Health       Capital        total         items         total 
Continued                                     Rm            Rm           Rm            Rm            Rm

June 2012
Fee income
   Published June 2012                     1 701            30        5 824          (576)        5 248
   Reclassifications                           -            52            -             -             -
   Restated June 2012                      1 701            82        5 824          (576)        5 248

Actuarial liabilities
   Published June 2012                         1         2 431      245 498          (453)      245 045
   Reclassifications                           -           471            -             -             -
   Restated June 2012                          1         2 902      245 498          (453)      245 045


                                                                      12 mths to   12 mths to
                                                                      30.06.2013   30.06.2012
CHANGE IN DILUTED CORE HEADLINE EARNINGS                                      Rm           Rm    Change

Momentum Retail                                                            1 179        1 064       11%
Metropolitan Retail                                                          509          438       16%
Momentum Employee Benefits                                                   330          249       33%
Metropolitan International                                                   108           57       89%
Momentum Investments                                                         175          125       40%
Metropolitan Health                                                          151          133       14%
Operating divisions                                                        2 452        2 066       19%
Shareholder Capital                                                          789          889      (11%)
Total diluted core headline earnings                                       3 241        2 955       10%


                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
RECONCILIATION OF MOMENTUM INVESTMENTS                                                  Rm           Rm

Revenue
Fee income                                                                           1 467        1 099

Expenses and finance costs                                                           1 234          970
Other expenses                                                                       1 215          959
Finance costs                                                                           19           11

Share of profit of associates                                                            5            -
Less non-controlling interests                                                          42            -
                                                                                       196          129

Core adjustments                                                                         2           17
Impairments and amortisation of intangibles relating to business combinations            1           12
Other                                                                                    1            5

Operating profit before tax                                                            198          146


                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
RECONCILIATION OF METROPOLITAN HEALTH                                                   Rm           Rm

Revenue                                                                              1 965        1 730
Net insurance premiums                                                                 193           29
Fee income                                                                           1 772        1 701

Expenses and finance costs                                                           1 801        1 587
Net payments to contract holders                                                       182           24
Other expenses                                                                       1 619        1 560
Finance costs                                                                            -            3

                                                                                       164          143

Core adjustments                                                                         7           27
Impairments and amortisation of intangibles relating to business 
   combinations                                                                         15           53
Adjustments for dilution                                                               (10)         (17)
Other                                                                                    2           (9)

Operating profit before tax                                                            171          170


                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
RECONCILIATION OF SHAREHOLDER CAPITAL                                                   Rm           Rm

Revenue
Net insurance premiums (excluding investment business)                                 287            -
Balance Sheet Management income including fee income                                   711          645
   Guaranteed portfolios earnings                                                      174          177
   Returns in excess of benchmark                                                      138          152
   Returns on working capital and other                                                399          316
Other income                                                                            26           98
Total income                                                                         1 024          743

Expenses
Net payments to contract holders (excluding investment business)                       158            -
Other expenses                                                                         661          437
   Balance Sheet Management                                                            173          128
   Strategic initiatives and other (1)                                                 252          108
   Holding company                                                                     236          201

Total expenses                                                                         819          437

Operating profit before tax                                                            205          306

1. Includes Momentum Short-term Insurance (R143 million), Solvency Assessment and Management (SAM) 
   costs, redeployment centre costs and India strategic costs.
 
                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
PAYMENTS TO CONTRACT HOLDERS                                                            Rm           Rm


Momentum Retail                                                                     18 609       16 095
Death and disability claims                                                          3 018        2 940
Maturity claims                                                                      5 726        4 844
Annuities                                                                            3 849        3 420
Withdrawal benefits                                                                    140           48
Surrenders                                                                           6 655        5 684
Re-insurance recoveries                                                               (779)        (841)
Metropolitan Retail                                                                  4 509        5 049
Death and disability claims                                                            991        1 030
Maturity claims                                                                      1 688        1 512
Annuities                                                                              540          761
Withdrawal benefits                                                                     61           37
Surrenders                                                                           1 324        1 796
Re-insurance recoveries                                                                (95)         (87)
Momentum Employee Benefits                                                           9 240        9 033
Death and disability claims                                                          3 241        2 791
Maturity claims                                                                        491          471
Annuities                                                                            1 176          938
Withdrawals and surrenders                                                           2 550        2 344
Terminations                                                                           834          676
Disinvestments                                                                       1 620        2 382
Re-insurance recoveries                                                               (672)        (569)
Metropolitan International                                                           1 340        1 099
Death and disability claims                                                            556          455
Maturity claims                                                                        234          209
Annuities                                                                               84           51
Withdrawal benefits                                                                     70           95
Surrenders                                                                             362          266
Terminations                                                                            64           39
Disinvestments                                                                           -            5
Re-insurance recoveries                                                                (30)         (21)
Momentum Investments
Withdrawals                                                                         15 241       12 772
Metropolitan Health
Claims                                                                                 182           24
Shareholder Capital
Claims                                                                                 269          799
Total payments to contract holders                                                  49 390       44 871
Adjustment for payments to investment contract holders                             (29 181)     (25 991)
Transfers between insurance, investment and investment with DPF contracts              147          123
FNB Life adjustment                                                                      3            3
Inter-segmental                                                                        (32)         (30)
Net insurance benefits and claims per income statement                              20 327       18 976


NET FUNDS RECEIVED FROM CLIENTS
                                                                                               Restated
                                                                               12 mths to    12 mths to
                                          Gross      Gross                     30.06.2013    30.06.2012
                                         single  recurring    Gross    Gross  Net inflow/   Net inflow/ 
                                         inflow    inflows   inflow  outflow    (outflow)     (outflow)
                                             Rm         Rm       Rm       Rm           Rm            Rm

On-balance sheet fund flows
Momentum Retail                          10 964      7 611   18 575  (18 609)         (34)        1 053
Metropolitan Retail                       1 233      5 013    6 246   (4 509)       1 737           993
Momentum Employee Benefits                5 083      6 989   12 072   (9 240)       2 832           679
Metropolitan International                  291      2 244    2 535   (1 340)       1 195           861
Momentum Investments                     16 819          -   16 819  (15 241)       1 578        (2 111)
Metropolitan Health                           -        193      193     (182)          11             -
Shareholder Capital                          12        287      299     (269)          30          (799)
Long-term insurance business fund flows  34 402     22 337   56 739  (49 390)       7 349           676
Off-balance sheet fund flows
Momentum Retail                          14 635         -    14 635  (11 213)       3 422         2 542
Momentum Employee Benefits                   14         -        14        -           14           332
Metropolitan International                  987         -       987     (812)         175            (5)
Momentum Investments                     80 165     4 358    84 523  (92 454)      (7 931)        1 019
Momentum Investments 
    Eris Property acquisition           18 678         -    18 678        -       18 678             -
Metropolitan Health                           -    41 277    41 277  (35 700)       5 577         6 171
Total net funds received from clients   148 881    67 972   216 853 (189 569)      27 284        10 735



                                                                                               Restated
NUMBER OF EMPLOYEES                                                             30.06.2013   30.06.2012

Indoor staff                                                                         9 597        9 311
   Momentum Retail                                                                   1 660        1 764
   Metropolitan Retail                                                               1 452        1 431
   Momentum Employee Benefits                                                        1 052          980
   Metropolitan International                                                          852          797
   Momentum Investments                                                                693          519
   Metropolitan Health                                                               2 947        2 961
   Shareholder Capital
     Balance Sheet Management                                                           66           54
     Group services                                                                    719          751
     Short-term insurance                                                              156            -
   Redeployment centre                                                                   -           54
Field staff                                                                          6 798        6 549
   Momentum Retail                                                                     993        1 057
   Metropolitan Retail                                                               4 369        4 179
   Metropolitan International                                                        1 436        1 313

Total                                                                               16 395       15 860

- The increase in the number of employees of Momentum Investments is mainly due to the acquisition of 
  Eris with 280 employees.
 

MMI HOLDINGS GROUP  STATEMENT OF ASSETS AND LIABILITIES


                                                                                               Restated
STATEMENT OF ASSETS AND LIABILITIES ON REPORTING BASIS                          30.06.2013   30.06.2012
                                                                                        Rm           Rm

Total assets                                                                       343 143      302 604
Actuarial value of policy liabilities                                             (280 323)    (245 045)
Other liabilities                                                                  (38 956)     (33 261)
Non-controlling interests                                                             (391)        (281)
Group excess per reporting basis                                                    23 473       24 017
Net assets  other businesses                                                       (1 547)      (1 334)
Fair value adjustments on Metropolitan business acquisition and other 
   consolidation adjustments                                                        (5 001)      (5 901)
Excess  long-term insurance business, net of non-controlling interests (1)         16 925       16 782

RECONCILIATION OF CHANGE IN LONG-TERM INSURANCE EXCESS TO THE INCOME STATEMENT
Change in excess of long-term insurance business (1)                                   143          871
Increase in share capital                                                              (29)        (345)
Change in other reserves                                                               (62)         (60)
Dividend paid  ordinary shares                                                      3 140        2 502
Change in non-controlling interests                                                      -          (53)
Acquisition of Momentum Namibia                                                          -         (117)
Other                                                                                  (22)           -
Total surplus arising, net of non-controlling interests                              3 170        2 798
   Operating profit                                                                  2 636        2 309
   Investment income on excess                                                         683          520
   Net realised and fair value gains on excess                                         221          242
   Investment variances                                                                117          (54)
   Basis and other changes                                                            (487)        (219)
Net consolidation adjustments                                                          (43)         (12)
Earnings after non-controlling interests of long-term insurance business             3 127        2 786
Earnings after non-controlling interests of other group businesses and 
   consolidation adjustments                                                           (94)         (39)
Amortisation of intangibles relating to the merger                                    (446)        (446)
Earnings attributable to owners of the parent as per income statement                2 587        2 301

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


RECONCILIATION OF REPORTING EXCESS TO STATUTORY EXCESS                          30.06.2013  30.06.2012
                                                                                        Rm          Rm

Reporting excess  long-term insurance business (1)                                 16 925      16 782
Disregarded assets (2)                                                                (977)       (998)
Difference between statutory and published valuation methods                          (551)       (436)
Write-down of subsidiaries and associates for statutory purposes                      (936)     (1 209)
Unsecured subordinated debt                                                          1 553       1 563
Consolidation adjustments                                                             (119)        (56)
Statutory excess  long-term insurance business                                     15 895      15 646
Capital adequacy requirement (CAR) (Rm) (3)                                          6 167       6 641
Ratio of long-term insurance business excess to CAR (times)                            2.6         2.4
Discretionary margins                                                               11 378       9 974

1. The long-term insurance business includes both insurance and investment contract business and is the
   simple aggregate of all the life insurance companies in the group, including life insurance companies
   in Africa. It is after non-controlling interests but excludes certain items which are eliminated on 
   consolidation. It also excludes non-insurance business.
2. Disregarded assets are those as defined in the South African Long Term Insurance Act and are only 
   applicable to South African Long Term insurance companies. Adjustments are also made for the 
   international insurance companies from reporting excess to statutory excess as required by their 
   regulators. It includes Sage intangible assets of R562 million (30.06.2012: R590 million).
3. Aggregation of separate company CARs, with no assumption of diversification benefits.
 
MMI HOLDINGS GROUP  EMBEDDED VALUE INFORMATION

EMBEDDED VALUE RESULTS AS AT                                                    30.06.2013  30.06.2012
                                                                                        Rm          Rm

Covered business 
Reporting excess  long-term insurance business                                     16 925      16 782
Reclassification to non-covered business                                            (1 482)     (1 388)
                                                                                    15 443      15 394
Disregarded assets (1)                                                                (693)       (688)
Difference between statutory and published valuation methods                          (551)       (436)
Dilutory effect of subsidiaries (2)                                                    (26)        (30)
Consolidation adjustments (3)                                                          (36)        (30)
Momentum Namibia adjustment (4)                                                          -        (247)
Value of MMI Group Ltd preference shares issued                                       (500)       (480)

Diluted adjusted net worth  covered business                                       13 637      13 483
Net value of in-force business                                                      17 870      14 910

Diluted embedded value  covered business                                           31 507      28 393

Non-covered business
Net assets  non-covered business within life insurance companies                    1 482      1 388
Net assets  non-covered business outside life insurance companies                   1 547      1 334
Consolidation adjustments (3)                                                       (1 011)      (200)
Adjustments for dilution (5)                                                           698        610

Diluted adjusted net worth  non-covered business                                    2 716      3 132
Write-up to directors value                                                           925        947
   Non-covered business                                                              2 543      2 110
   Holding company expenses (6)	                                                    (1 208)      (953)
   International holding company expenses (6)                                         (410)      (210)

Diluted embedded value  non-covered business                                        3 641      4 079

Diluted adjusted net worth                                                          16 353     16 615
Net value of in-force business                                                      17 870     14 910
Write-up to directors value                                                           925        947
Diluted embedded value                                                              35 148     32 472


Required capital  covered business (adjusted for qualifying debt and preference 
   shares)                                                                           8 620      7 858
Surplus capital  covered business                                                   5 017      5 625
Diluted embedded value per share (cents)                                             2 191      2 023
Diluted adjusted net worth per share (cents)                                         1 020      1 035
Diluted number of shares in issue (million) (7)                                      1 604      1 605

1. Disregarded assets include Sage intangible assets of R562 million (30.06.2012: R590 million), 
   goodwill and various other items.
2. For accounting purposes, Metropolitan Health has been consolidated at 100%, while Metropolitan
   Namibia and Metropolitan Kenya have been consolidated at 96% for the current year, in the statement 
   of financial position.  For embedded value purposes, disclosed on a diluted basis, the non-
   controlling interests and related funding have been reinstated.
3. Consolidation adjustments include mainly goodwill and intangibles in subsidiaries that are 
   eliminated.
4. The carrying value of Momentum Namibia included in the reporting excess for the prior year was 
   written down to the companys net asset value. For June 2013 this adjustment is already included in 
   the reporting excess.
5. Adjustments for dilution are made up as follows:
   Dilutory effect of subsidiaries (note 2): R119 million (30.06.2012: R74 million)
   Treasury shares held on behalf of contract holders: R266 million (30.06.2012: R220 million)
   Liability  MMI Holdings Ltd convertible preference shares issued to KTH: R313 million (30.06.2012:
   R316 million)
6. The holding company expenses reflect the present value of projected recurring head office expenses.
   The International holding company expenses reflect the allowance for support services to the 
   international life assurance and health businesses.
7. The diluted number of shares in issue takes into account all issued shares, assuming conversion of 
   the convertible redeemable preference shares, and includes the treasury shares held on behalf of 
   contract holders.  
 
                                                                                               Restated
ANALYSIS OF NET VALUE OF IN-FORCE BUSINESS PER DIVISION                         30.06.2013   30.06.2012
                                                                                        Rm           Rm

Momentum Retail (1)                                                                  8 967        8 029
   Gross value of in-force business                                                 10 490        9 587
   Less cost of required capital                                                    (1 523)      (1 558)
Metropolitan Retail                                                                  3 555        3 323
   Gross value of in-force business                                                  4 312        3 968
   Less cost of required capital                                                      (757)        (645)
Momentum Employee Benefits                                                           3 106        1 992
   Gross value of in-force business                                                  3 776        2 609
   Less cost of required capital                                                      (670)        (617)
Metropolitan International                                                           1 659        1 268
   Gross value of in-force business                                                  1 772        1 321
   Less cost of required capital                                                      (113)         (53)
Shareholder Capital (1)                                                                583          298
   Gross value of in-force business (2)                                                583          298
   Less cost of required capital                                                         -            -

Net value of in-force business                                                      17 870       14 910

Notes

1. Net value of in-force of R93 million was transferred from Momentum Retail to Shareholder Capital at
   30 June 2012, reflecting a change in the responsibility for managing financial options and guarantees
   (Advisory Practice Note (APN) 110). The comparatives have been restated to reflect this change.
2. The value of in-force in the Shareholder Capital represents discretionary margins.
 

                                                 Adjusted net   Net value of
EMBEDDED VALUE PER DIVISION                             worth       in-force    30.06.2013   30.06.2012
                                                           Rm             Rm            Rm           Rm

Covered business
MMI Group Ltd                                          12 441         16 211        28 652       26 115
Metropolitan Odyssey Ltd                                   49              -            49           48
Metropolitan International                              1 147          1 659         2 806        2 230
   Metropolitan Life (Namibia) Ltd                        431          1 092         1 523        1 263
   Metropolitan Life of Botswana Ltd                      137            129           266          215
   Metropolitan Lesotho Ltd                               276            379           655          539
   Other international businesses                         303             59           362          213

Total covered business                                 13 637         17 870        31 507       28 393


                                                                   Write up to
                                                  Adjusted net      directors                 Restated
                                                         worth           value   30.06.2013  30.06.2012
                                                            Rm              Rm           Rm          Rm

Non-covered business
Momentum Investments (1)                                   721           1 025        1 746       1 453
Metropolitan Health (2)                                    404           1 258        1 662       1 603
Momentum Retail (Wealth) (3)                               269             110          379         408
Momentum Short-term Insurance (MSTI)                       171             129          300         160
Metropolitan International Holdings (4)                    104            (389)        (285)         78
MMI Holdings (after consolidation adjustments) (4)       1 047          (1 208)        (161)        377
Total non-covered business                               2 716             925        3 641       4 079

Total embedded value                                    16 353          18 795       35 148      32 472
Diluted adjusted net worth  non-covered business       (2 716)
Adjustments to covered business  adjusted net 
   worth                                                 3 288
Reporting excess  long-term insurance business         16 925

1. Momentum Investments subsidiaries are valued using forward Price Earnings multiples applied to the 
   relevant sustainable earnings bases.  June 2013 includes the valuation of Eris Properties Group.
2. Metropolitan Health subsidiaries have been valued using Embedded Value methodology.
3. Momentum Retail (Wealth) has been valued using Embedded Value methodology.
4. The holding company expenses reflect the present value of projected recurring head office expenses. 
   The International holding company expenses reflect the allowance for support services to the 
   international life assurance and health businesses. 
 

                                                                                12 mths to  12 mths to
                                                      Covered business          30.06.2013  30.06.2012
ANALYSIS OF CHANGES IN              Notes    Adjusted        Gross
GROUP EMBEDDED VALUE                        net worth  Value of in-    Cost of
                                                (ANW)   force (VIF)        CAR    Total EV    Total EV
                                                   Rm            Rm         Rm          Rm          Rm

Profit from new business                       (1 296)        2 257       (162)        799         723
   Embedded value from new business     A      (1 296)        2 169       (162)        711         633
   Expected return to end of period     B           -            88          -          88          90
Profit from existing business                   3 228           120        (12)      3 336       2 350
   Expected return  unwinding of RDR   B           -         1 786       (299)      1 487       1 518
   Release from the cost of required 
      capital                           C           -             -        417         417         411
   Expected (or actual) net of tax 
      profit transfer to net worth      D       3 093        (3 093)         -           -           -
   Operating experience variances       E         618           275         19         912         711
   Operating assumption changes         F        (483)        1 152       (149)        520        (290)

Embedded value profit from operations           1 932         2 377       (174)      4 135       3 073

Investment return on adjusted net worth G         919             -          -         919         870
Investment variances                    H         140           852         19       1 011        (364)
Economic assumption changes             I         (36)         (170)       (15)       (221)        110
Acquisition of covered business                     -            89          -          89           5
Exchange rate movements                            32             9         (2)         39          18
Embedded value profit  covered business        2 987         3 157       (172)      5 972       3 712
Transfer of business from/(to) non-
   covered business                     J         292            (7)       (18)        267        (571)
Changes in share capital                           37             -          -          37         365
Dividend paid                                  (3 140)            -          -      (3 140)     (2 498)
Change in reserves                                (22)            -          -         (22)         28
Change in embedded value  covered 
   business                                       154         3 150       (190)      3 114       1 036

Non-covered business
Change in directors valuation and 
   other items                                                                         131           4
Holding company expenses                                                              (455)       (248)
Secondary Tax on Companies allowance                                                     -           6
Embedded value profit  non-covered 
   business                                                                           (324)       (238)
Changes in share capital                                                               (37)       (365)
Dividend paid                                                                          236         889
Finance costs  preference shares                                                      (46)        (92)
Transfer of business (to)/from 
   covered business                     J                                             (267)        551
Change in embedded value  non-
   covered business                                                                   (438)        745

Total change in group embedded value                                                 2 676       1 781

Total embedded value profit                                                          5 648       3 474

Return on embedded value (%) - internal rate of return                               17.4%       11.3%
 

A. VALUE OF NEW BUSINESS

                                                                    Momentum 
                                            Momentum  Metropolitan  Employee    Metropolitan 
VALUE OF NEW BUSINESS                         Retail        Retail  Benefits   International     Total
                                                  Rm            Rm        Rm              Rm        Rm

12 mths to 30.06.2013

Value of new business (1)                        203           239       213              56       711
   Gross                                         268           268       275              63       874
   Less cost of required capital                 (65)          (29)      (62)             (7)     (163)

New business premiums                         12 433         2 305     5 836             473    21 047
   Recurring premiums                          1 057         1 075       769             298     3 199
   Single premiums                            11 376         1 230     5 067             175    17 848

New business premiums (APE)                    2 195         1 198     1 276             316     4 985
New business premiums (PVP)                   17 421         5 126    11 627           1 635    35 809
Profitability of new business as a % of APE      9.2          19.9      16.7            17.7      14.3
Profitability of new business as a % of PVP      1.2           4.7       1.8             3.4       2.0


Restated
12 mths to 30.06.2012

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

New business premiums                         11 518         2 282     4 458             497    18 755
   Recurring premiums                          1 054         1 035       790             228     3 107
   Single premiums                            10 464         1 247     3 668             269    15 648
 
New business premiums (APE)                    2 100         1 159     1 157             255     4 671
New business premiums (PVP)                   16 384         5 371     9 421           1 332    32 508
Profitability of new business as a % of APE      8.2          22.6      11.2            13.3      12.8
Profitability of new business as a % of PVP      1.1           4.9       1.4             2.6       1.8

- Value of new business and new business premiums are net of non-controlling interests.
- The value of new business has been calculated on closing assumptions.  Investment yields at the 
  point of sale have been used for fixed annuity and guaranteed endowment business, for other 
  business the investment yields at the end of the year have been used.

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


                                                                    Momentum 
                                            Momentum  Metropolitan  Employee    Metropolitan 
ANALYSIS OF NEW BUSINESS PREMIUMS             Retail        Retail  Benefits   International     Total
                                                  Rm            Rm        Rm              Rm        Rm

12 mths to 30.06.2013

New business premiums                         12 433         2 305     5 836             473    21 047
   Recurring premiums                          1 057         1 075       769             298     3 199
      Risk                                       508           748       369               -     1 625
      Savings/Investments                        549           327       400               -     1 276
      International                                -             -         -             298       298
   Single premiums                            11 376         1 230     5 067             175    17 848
      Savings/Investments                     10 921           589     2 267               -    13 777
      Annuities                                  455           641     2 800               -     3 896
      International                                -             -         -             175       175


New business premiums (APE)                    2 195         1 198     1 276            316      4 985
   Risk                                          508           748       369              -      1 625
   Savings/Investments                         1 641           386       627              -      2 654
   Annuities                                      46            64       280              -        390
   International                                   -             -         -            316        316


Restated
12 mths to 30.06.2012

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

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

 
                                                                                              Restated
                                                                               12 mths to   12 mths to
RECONCILIATION OF LUMP SUM INFLOWS                                             30.06.2013   30.06.2012
                                                                                       Rm           Rm

Total lump sum inflows                                                            148 881      105 090
Inflows not included in value of new business                                    (131 698)     (90 352)
Momentum Retail (1)                                                               (14 816)     (13 063)
Momentum Employee Benefits                                                           (184)         (66)
Metropolitan International                                                         (1 024)      (1 122)
Momentum Investments 
   On-balance sheet inflows                                                       (16 819)     (10 661)
   Off-balance sheet inflows 
     Eris Property acquisition                                                    (18 678)           -
     Other                                                                        (80 165)     (65 440)
Balance Sheet Management                                                              (12)           -
 
Term extensions on maturing policies                                                  610          885
Non-controlling interests and other adjustments                                        55           25
Single premiums included in value of new business                                  17 848       15 648

1. From financial year 2013 Wealth off-balance sheet business has been excluded from covered business.

B. EXPECTED RETURN

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

C. RELEASE FROM THE COST OF REQUIRED CAPITAL

   The release from the cost of required capital represents the difference between the risk discount
   rate and the expected after tax investment return on the assets backing the required capital over 
   the year.

D. EXPECTED (OR ACTUAL) NET OF TAX PROFIT TRANSFER TO NET WORTH

   The expected profit transfer for covered business from the present value of in-force to the adjusted
   net worth is calculated on the statutory valuation method. While investment returns on certain 
   explicit discretionary margin reserves were retained in the past, expected investment returns of 
   R128 million (30.06.2012: R146 million) on the statutory basis after tax (R153 million (30.06.2012:
   R182 million) on the published basis after tax) have been released to earnings in the twelve months
   ended 30 June 2013 in conjunction with managements regular review of the adequacy of these margins
   in line with the accounting policy. This item is released from the value of in-force as part of the 
   item Expected (or actual) net of tax profit transfer to net worth. 
 

E. OPERATING EXPERIENCE VARIANCES
                                                                                            12 mths to 
                                                                  12 mths to 30.06.2013     30.06.2012
OPERATING EXPERIENCE VARIANCES                          Notes     ANW    Net VIF     EV             EV
                                                                   Rm         Rm     Rm             Rm

Momentum Retail                                                    75         53    128             76
Mortality and morbidity                                     1     249         10    259            154
Terminations, premium cessations and policy alterations     2     (59)        76     17              3
Expense variance                                                    3         (3)     -            (23)
Other                                                       4    (118)       (30)  (148)           (58)

Metropolitan Retail                                               101        (39)    62              7
Mortality and morbidity                                     1      88          9     97             92
Terminations, premium cessations and policy alterations     5     (34)       (63)   (97)           (76)
Expense variance                                            3      59          -     59             27
Other                                                       6     (12)        15      3            (36)

Momentum Employee Benefits                                        152        154    306            147
Mortality and morbidity                                     1      19         (2)    17             53
Terminations                                                7      78        155    233             44
Expense variance                                            3       9          -      9             14
Other                                                       6      46          1     47             36

Metropolitan International                                         76         76    152             38
Mortality and morbidity                                     1      88         (7)    81             62
Terminations, premium cessations and policy alterations            24         41     65              1
Expense variance                                            3     (22)        38     16            (18)
Other                                                             (14)         4    (10)            (7)

Shareholder Capital                                         8     214         28    242            328
Opportunity cost of required capital                                -         22     22            115
Total operating experience variances                              618        294    912            711

Notes
1. Overall, mortality and morbidity experience for the  twelve months was better compared to what was 
   allowed for in the valuation basis. 
2. Favourable persistency on Risk and Investment Business offset by fee alterations on Wealth business. 
3. The impact of managing expenses better than anticipated in the actuarial valuation basis. 
4. Various items including non-recurring costs related to strategic initiatives and under-recovery of 
   intergroup sales costs.
5. Mainly one-off items relating to Grouped Individual terminations and expense recoveries on smoothed 
   bonus product withdrawals. Corrective actions, including provisioning and modelling changes, have 
   been taken during the current period.
6. Various small other operating experience variances.
7. Positive impact of better than anticipated termination experience on administration and investment 
   fees and also reduced capital required due to the migration towards less capital intensive products.
8. The income recorded in respect of Shareholder Capital relates mostly to earnings from holding 
   company activities and the management of MMI's capital and shareholder balance sheet risks. Other 
   sources of earnings such as variations in actual tax payments and corporate expenses not allocated 
   to underlying business units are also included here.
 


F. OPERATING ASSUMPTION CHANGES

                                                                                            12 mths to 
                                                                  12 mths to 30.06.2013     30.06.2012
OPERATING ASSUMPTION CHANGES                            Notes     ANW    Net VIF     EV             EV
                                                                   Rm         Rm     Rm             Rm

Momentum Retail                                                  (341)       419     78           (220)
Mortality and morbidity assumptions                         1     (41)       107     66             11
Renewal expense assumptions                                 2     (53)       157    104             17
Termination assumptions                                     3     (77)       181    104             (7)
Modelling, methodology and other changes                    4    (170)       (26)  (196)          (241)
 
Metropolitan Retail                                               (51)       200    149            143
Mortality and morbidity assumptions                     1 & 5      45        160    205             15
Renewal expense assumptions                                 2      26         64     90             (3)
Termination assumptions                                     5     (77)      (101)  (178)             3
Modelling, methodology and other changes                    6     (45)        77     32            128
 
Momentum Employee Benefits                                        (21)       408    387            296
Assumed mortality and morbidity profit margin               1       -        (29)   (29)            82
Termination assumptions                                     7       -        201    201             56
Renewal expense assumptions                                 2     (60)       141     81            109
Modelling, methodology and other changes                    8      39         95    134             49
 
Metropolitan International                                        (73)        55    (18)           (44)
Mortality and morbidity assumptions                                (4)         8      4              1
Renewal expense assumptions                                 2      14         10     24             (8)
Termination assumptions                                           (46)        25    (21)            (7)
Modelling, methodology and other changes                    9     (37)        12    (25)           (30)


Shareholder Capital                                                 3         17     20             (6)

Methodology change: cost of required capital               10       -        (96)   (96)          (459)

Total operating assumption changes                               (483)     1 003    520           (290)

Notes

1. Allowance in the assumptions for better risk experience across all divisions, in line with 
   experience.
2. Allowance in the assumptions for better expense experience across all divisions, in line with 
   budgets.
3. Mainly positive termination assumption changes on Risk business, in line with experience.
4. Various changes to models and methodology, including improvements to fees on Wealth business, tax 
   changes, benefit enhancements and costs relating to strategic initiatives.
5. Offsetting mortality and termination assumption changes have been made to mainly Grouped Individual
   lines of business, in line with recent experience investigations.
6. Various changes to models and methodology.
7. Improvements to termination assumptions, in line with experience.
8. Various changes to models and methodology, including improvements to allowances for investment 
   guarantees (APN 110) and yield curves on annuity products.
9. Various changes to models and methodology, including improvements to allowances for investment 
   guarantees (APN 110).
10. Various changes including changes to the assumed return on assets backing the required capital.
 

G. INVESTMENT RETURN ON ADJUSTED NET WORTH

                                                                                12 mths to   12 mths to
                                                                                30.06.2013   30.06.2012
INVESTMENT RETURN ON ADJUSTED NET WORTH                                                 Rm           Rm


Investment income                                                                      681          611
Capital appreciation                                                                   267          290
Preference share dividends paid and change in fair value of preference shares          (29)         (31)
Investment return on adjusted net worth                                                919          870


H. INVESTMENT VARIANCES

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

I. ECONOMIC ASSUMPTION CHANGES

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

J. TRANSFER OF BUSINESS FROM/(TO) NON-COVERED BUSINESS

   Represents the alignment of net assets and value of in-force of mainly international subsidiaries
   between covered and non-covered business.


COVERED BUSINESS: SENSITIVITIES        Adjusted       In-force business          New business written
 30.06.2013                                net       Net     Gross   Cost of     Net   Gross   Cost of
                                      worth (3)  value (4)    value   CAR (5)   value   value   CAR (5)
                                             Rm         Rm       Rm        Rm      Rm      Rm        Rm

Base value                               13 637     17 870   20 933    (3 063)    711     874      (163)

  1%  increase in risk discount rate                16 489   19 932    (3 443)    584     773      (189)
      % change                                          (8)      (5)       12     (18)    (12)       16
  1%  reduction in risk discount rate               19 434   22 085    (2 651)    858     995      (137)
      % change                                           9        6       (13)     21      14       (16)
 10%  decrease in future expenses                   18 961   22 026    (3 065)    817     980      (163)
      % change (1)                                       6        5         -      15      12         -
 10%  decrease in lapse, paid-up and  
       surrender rates                              18 512   21 601    (3 089)    870   1 041      (171)
      % change                                           4        3         1      22      19         5
  5%  decrease in mortality and 
         morbidity for assurance 
         business                                   19 183   22 300    (3 117)    866   1 028      (162)
      % change                                           7        7         2      22      18        (1)
  5%  decrease in mortality for 
         annuity business                           17 554   20 632    (3 078)    698     861      (163)
      % change                                          (2)      (1)        -      (2)     (1)        -
  1%  reduction in gross investment 
         return, inflation rate and 
         risk discount rate            13 629       18 217   21 334    (3 117)    806     963      (157)
       % change (2)                         -            2        2         2      13      10        (4)
  1%  reduction in inflation rate                   18 556   21 620    (3 064)    755     918      (163)
      % change                                           4        3         -       6       5         -
 10%  fall in market value of equities
         and properties                13 447       16 503   19 648    (3 145)
      % change                             (1)          (8)      (6)        3
 10%  reduction in premium indexation 
         take-up rate                               17 571   20 617    (3 046)    667     830      (163)
      % change                                          (2)      (2)       (1)     (6)     (5)        -
 10%  decrease in non-commission 
         related acquisition expenses                                             829     992      (163)
      % change                                                                     17      14         -
  1%  increase in equity/property 
         risk premium                               18 230   21 249    (3 019)    718     881      (163)
      % change                                           2        2        (1)      1       1         -

1. No corresponding changes in variable policy charges are assumed, although in practice it is likely 
   that these will be modified according to circumstances.
2. Bonus rates are assumed to change commensurately.
3. The Adjusted net worth sensitivities represents the change in respect of shareholder investment 
   assets only.
4. The Net VIF includes the day one impact of any reserving and value of in-force changes as per the 
   APN 107 guidelines.
5. The change in the value of cost of required capital is disclosed as nil where the sensitivity test 
   results in an insignificant change in the value.


MMI HOLDINGS GROUP  STOCK EXCHANGE PERFORMANCE

STOCK EXCHANGE PERFORMANCE                                                     30.06.2013    30.06.2012
12 months 
Value of listed shares traded (rand million)                                       16 060        11 420
Volume of listed shares traded (million)                                              733           655
Shares traded (% of average listed shares in issue)                                    47            43
Value of shares traded  life insurance (J857   Rbn)                                 155           119
Value of shares traded  top 40 index (J200   Rbn)                                 3 059         2 791
Trade prices 
   Highest (cents per share)                                                        2 700         1 976
   Lowest (cents per share)                                                         1 792         1 505
   Last sale of year (cents per share)                                              2 217         1 800
Annualised percentage (%) change during year                                           23             6
Annualised percentage (%) change  life insurance sector (J857)                        37            29
Annualised percentage (%) change  top 40 index (J200)                                 18             4

30 June 
Price/diluted core headline earnings (segmental) ratio                               11.0           9.8
Dividend yield % (dividend on listed shares)                                          5.7           6.3
Dividend yield %  top 40 index (J200)                                                2.9           3.0
Total shares issued (million) 
   Ordinary shares listed on JSE                                                    1 570         1 571
   Treasury shares held on behalf of contract holders                                 (14)          (13)
   Basic number of shares in issue                                                  1 556         1 558
   Treasury shares held on behalf of contract holders                                  14            13
   Convertible redeemable preference shares                                            34            34
   Diluted number of shares in issue (1)                                            1 604         1 605
Market capitalisation at end (Rbn) (2)                                                 36            29
Percentage (%) of life insurance sector                                                13            13

1. The diluted number of shares in issue takes into account all issued shares, assuming conversion of 
   the convertible redeemable preference shares, and includes the treasury shares held on behalf of 
   contract holders.
2. The market capitalisation is calculated on the fully diluted number of shares in issue.


Date: 11/09/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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