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NEDBANK LIMITED1 - Audited summarised consolidated annual financial results for the year ended 31 December 2013

Release Date: 24/02/2014 08:01
Code(s): NBKP     PDF:  
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Audited summarised consolidated annual financial results for the year ended 31 December 2013

NEDBANK LIMITED
Nedbank Limited Reg No 1951/000009/06
Incorporated in the Republic of South Africa
JSE share code: NBKP
ISIN: ZAE000043667

Audited summarised consolidated annual financial results for the year ended 31 December 2013

Overview

Nedbank Limited ('Nedbank') is a wholly owned subsidiary of Nedbank Group
Limited, which is listed on JSE Limited. These summarised consolidated annual
financial results are published to provide information to holders of Nedbank's listed
non-redeemable non-cumulative preference shares.


Commentary relating to the Nedbank summarised consolidated annual financial
results is included in the Nedbank Group Limited group results, as presented to
shareholders on 24 February 2014. Further information is provided on the website at
nedbankgroup.co.za.


Board and executive changes during the period

David Adomakoh was appointed as independent non-executive director of Nedbank Group
and Nedbank Limited with effect from 21 February 2014.


The following departures of non-executive directors of Nedbank Group and Nedbank
Limited occurred during 2013:

-   Don Hope, with effect from 30 June 2013, following his retirement from Old
    Mutual plc at the end of June 2013; and
-   Thenjiwe Chikane, with effect from 13 August 2013.


Accounting policies
Nedbank is a company domiciled in SA. The summarised consolidated financial
results at and for the year ended 31 December 2013 comprise the company and its

subsidiaries (the 'group') and the group's interests in associates and joint
arrangements.

Nedbank's summarised consolidated financial results have been prepared in
accordance with the framework, measurement and recognition criteria of
International Financial Reporting Standards (IFRS) and are presented in accordance
with the disclosures prescribed by International Accounting Standards (IAS), the
South African Institute of Chartered Accountants (SAICA) Financial Reporting
Guides as issued by the Accounting Practices Committee, the Financial
Pronouncement as issued by Financial Reporting Standards Council and the
provisions of the SA Companies Act, 71 of 2008.

Nedbank Group's principal accounting policies have been applied in terms of IFRS
as issued by the International Accounting Standards Board (IASB) and have been
applied consistently during the current and prior financial years, with the exception of
changes noted below.

The following new standards and amendments have been mandatorily adopted with
effect from 1 January 2013:

-   IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and
    IFRS 12 Disclosure of Interests in Other Entities, as well as the consequential
    amendments to IAS 27 Separate Financial Statements (2011) and IAS 28
    Investments in Associates and Joint Ventures (2011).

    As a result of adopting IFRS 10 the group has changed its accounting policy with
    respect to determining whether it has control over and consequently whether it is
    required to consolidate an investee. IFRS 10 introduces a new set of criteria for
    assessing control by referring to the investor's exposure or rights to variable
    returns from its involvement with the investee and the ability to affect those
    returns through its power over the investee.

    IFRS 11 requires that the group classifies its interests in joint arrangements as
    either joint operations or joint ventures depending on the group's rights to assets
    and obligations for the liabilities of the arrangements. There has been no change
    to the method of accounting for joint arrangements.

IFRS 12 introduces additional disclosure requirements in respect of interest in
subsidiaries and associates, and also introduces new disclosure requirements for
unconsolidated structured entities.

These standards and amendments have been applied retrospectively and have
not required any significant restatement in the groups' financial report.

-   IFRS 13 Fair-value Measurement
    IFRS 13 provides a revised definition of fair value and establishes a single source
    of guidance for the measurement of fair value, which had previously been
    included in various standards. The prospective adoption of this standard did not
    have a material impact on the measurement of the group's assets and liabilities.
    The group has an established control framework with respect to the
    measurement of fair value, which includes an ongoing review of the valuation
    methodologies applied.

-   Disclosures – Offsetting Financial Assets and Financial Liabilities (amendments
    to IFRS 7)
    The group has adopted the amendments to IFRS 7, which requires extensive
    disclosures in respect of offsetting. The adoption had no impact on the
    measurement of the group's assets and liabilities.

-   IAS 19 Employee Benefits (2011)
    The group has adopted IAS 19 Employee Benefits (2011 revised). The
    amendments include revised requirements for pensions and other
    postemployment benefits, termination benefits and certain other changes. The
    key amendments impacting the group include:

    -   requiring the recognition of changes in net defined-benefit liabilities/assets
        due to changes in determined expense/income in 'other comprehensive
        income' (eliminating the 'corridor approach' previously permitted in IAS 19);
    -   modifying the accounting for termination benefits; and
    -   clarifying various miscellaneous issues.

        The adoption of the amendments to IAS 19 has been applied retrospectively
        and the resulting restatements, which are not considered material, are set
        out in the note on restatements.

-   IAS 1 Presentation of Financial Statements
    Amendments to IAS 1 require identification of items that may be reclassified from
    'other comprehensive income' to 'profit or loss', and those that may not be so
    reclassified. As a consequence of adopting the amendments to IAS 1, items that
    may be reclassified from 'other comprehensive income' to 'profit or loss' have
    been denoted as such in the statement of comprehensive income.

In the preparation of these summarised consolidated financial results the group has
applied key assumptions concerning the future and other inherent uncertainties in
recording and measuring various assets and liabilities. The assumptions applied in
the financial results for the year ended 31 December 2013 were consistent with
those applied during the 2012 financial year. These assumptions are subject to
ongoing review and possible amendments. The summarised consolidated
condensed financial results have been prepared under the supervision of Raisibe
Morathi, the Chief Financial Officer.


Events after the reporting period

In line with the bank's scheduled capital plans, the full capital redemption of NED8,
the R1,7bn unsecured subordinated note that qualified as tier 2 capital under Basel
II, will take place on 8 February 2014.


Audited summarised consolidated results – independent auditors' opinion

KPMG Inc and Deloitte & Touche, Nedbank Group's independent auditors, have
audited the consolidated financial results of Nedbank Limited from which the
summarised consolidated financial results have been derived and have expressed
an unmodified audit opinion on the consolidated financial statements. The auditor's
report on the consolidated financial statements is available for inspection at Nedbank
Group's registered office. The summarised consolidated financial results comprise
the consolidated statement of financial position at 31 December 2013, consolidated
statement of comprehensive income, condensed consolidated statement of changes
in equity and condensed consolidated statement of cashflows for the year then
ended and selected explanatory notes. The directors take full responsibility for the
preparation of the summarised consolidated financial results and that the financial
information has been correctly extracted from the underlying audited annual financial
statements.


Nedbank non-redeemable non-cumulative preference shares – declaration of
dividend no 22

Notice is hereby given that preference dividend no 22 of 35,70775 cents per share
has been declared for the period from 1 July 2013 to 31 December 2013, payable on
Monday, 24 March 2014, to shareholders of the Nedbank non-redeemable non-
cumulative preference shares recognised in the accounting records of the company
at the close of business on Thursday, 20 March 2014. The dividend has been
declared out of income reserves.


The dividend will be subject to a dividend withholding tax rate of 15% (applicable in
SA), which will result in a net dividend to those shareholders who are not exempt
from paying dividend tax of 30,35159 cents per share. Nedbank Limited's tax
reference number is 9250/083/71/5 and the number of preference shares in issue at
the date of declaration is 358 277 491.


In accordance with the provisions of Strate, the electronic settlement and custody
system used by JSE Limited, the relevant dates for the payment of the dividend are
as follows:

Last day to trade cum dividend                           Thursday, 13 March 2014
Shares trade ex dividend                                   Friday, 14 March 2014
Record date                                              Thursday, 20 March 2014
Payment date                                               Monday, 24 March 2014

Share certificates may not be dematerialised or rematerialised between Friday, 14
March 2014, and Thursday, 20 March 2014, both days inclusive.

Where applicable, dividends in respect of certificated shares will be transferred
electronically to shareholders' bank accounts on payment date. In the absence of
specific mandates, dividend cheques will be posted to shareholders. Shareholders
who have dematerialised their share certificates will have their accounts, at their
participant or broker, credited on Monday, 24 March 2014.


For and on behalf of the board


Dr RJ Khoza                        MWT Brown
Chairman                           Chief Executive


24 February 2014


Registered office: Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown,
Sandton 2196; PO Box 1144, Johannesburg, 2000.


Transfer secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall
Street, Johannesburg, 2001; PO Box 61051, Marshalltown, 2107.


Directors:

Dr RJ Khoza (Chairman), MWT Brown* (Chief Executive), DKT Adomakoh
(Ghanaian), TA Boardman, GW Dempster* (Chief Operating Officer), MA Enus-Brey,
ID Gladman (British), PM Makwana, NP Mnxasana, RK Morathi* (Chief Financial
Officer), JK Netshitenzhe, JVF Roberts (British), GT Serobe, MI Wyman** (British).
* Executive ** Senior independent non-executive director


Company Secretary: TSB Jali


Sponsors: Investec Bank Limited, Nedbank Capital


Nedbank Limited Reg No 1951/000009/06
Incorporated in the Republic of South Africa


JSE share code: NBKP

ISIN: ZAE000043667




Consolidated statement of comprehensive income
for the year ended                                                                           31 December   31 December
                                                                                                    2013          2012
                                                                                               (Audited)      (Audited)
                                                                                                      Rm            Rm
                                                                                                              Restated

Interest and similar income                                                                       44,107        42,900
Interest expense and similar charges                                                              23,873        24,102
Net interest income                                                                               20,234        18,798
Impairments charge on loans and advances                                                           5,529         5,239
Income from lending activities                                                                    14,705        13,559
Non-interest revenue                                                                              15,466        14,151
Operating income                                                                                  30,171        27,710
Total operating expenses                                                                          20,199        18,601
– Operating expenses**                                                                            20,143        18,539
– Black economic empowerment (BEE) transaction expenses                                               56            62
Indirect taxation                                                                                    480           460
Profit from operations before non-trading and capital items                                        9,492         8,649
Non-trading and capital items                                                                       (59)          (48)
– Net profit on sale of subsidiaries, investments, and property and equipment                          5             3
– Net impairment of investments, property and equipment, and capitalised development costs          (64)          (51)
Fair-value adjustments of investment properties                                                        4           (1)
Profit from operations                                                                             9,437         8,600
Share of profits of associate companies and joint arrangements                                        28
Profit from operations before direct taxation                                                      9,465         8,600
Total direct taxation                                                                              2,297         2,159
– Direct taxation**                                                                                2,315         2,158
– Taxation on non-trading and capital items                                                          (19)            1
– Taxation on revaluation of investment properties                                                     1             *

Profit for the year                                                                                7,168         6,441
Other comprehensive income net of taxation                                                           932            42
– Exchange differences on translating foreign operations***                                           96            35
– Fair-value adjustments on available-for-sale assets***                                           (108)            39
– Remeasurements on long-term employee benefit assets**                                              726          (71)
– Gains on property revaluations***                                                                  218            39

Total comprehensive income for the year                                                            8,100         6,483

Profit attributable to:
- ordinary and preference equity holders**                                                         7,152         6,410
- non-controlling interest – ordinary shareholders**                                                  16            31

Profit for the year                                                                                7,168         6,441

Total comprehensive income attributable to:
- ordinary and preference equity holders**                                                         8,084         6,456
- non-controlling interest – ordinary shareholders**                                                  16            27
Total comprehensive income for the year                                                            8,100         6,483

  *  Represents amounts less than R1m.
 **  2012 restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).
***  These items may be reclassified subsequently as profit or loss.

HEADLINE EARNINGS RECONCILIATION
for the year ended                                                                           31 December       31 December      31 December      31 December
                                                                                                    2013              2013             2012             2012
                                                                                               (Audited)         (Audited)        (Audited)        (Audited)
                                                                                                      Rm                Rm               Rm               Rm
                                                                                                                                   Restated         Restated

                                                                                                   Gross   Net of taxation            Gross  Net of taxation


Profit attributable to ordinary and preference equity holders*                                                       7,152                              6410
Less: non-headline earnings items                                                                   (55)              (37)             (49)             (50)
– Net profit on sale of subsidiaries, investments, and property and equipment                          5                 6                3                2
– Net impairment of investments, property and equipment, and capitalised development costs          (64)              (46)             (51)             (51)
– Fair-value adjustments of investment properties                                                      4                 3              (1)              (1)

Headline earnings attributable to ordinary and preference equity holders                                             7,189                             6,460


* 2012 restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at                                                                                       31 December   31 December   31 December
                                                                                                2013          2012          2011
                                                                                           (Audited)     (Audited)     (Audited)
                                                                                                  Rm            Rm            Rm
                                                                                                          Restated      Restated

ASSETS
Cash and cash equivalents                                                                     17,467        12,587        11,514
Other short-term securities                                                                   35,004        37,575        31,715
Derivative financial instruments                                                              13,811        14,660        14,314
Government and other securities                                                               31,279        26,194        29,991
Loans and advances                                                                           566,047       520,116       493,107
Other assets                                                                                   4,204         4,528         3,989
Current taxation assets                                                                          340           241           629
Investment securities **                                                                       2,932         2,832         3,149
Non-current assets held for sale                                                                  12           508             8
Investments in private-equity associates, associate companies and joint arrangements **        1,098         1,029           965
Deferred taxation assets*                                                                         69           362           152
Investment property                                                                               87            84           488
Property and equipment                                                                         6,571         6,171         6,082
Long-term employee benefit assets*                                                             2,847         1,992         2,014
Mandatory reserve deposits with central banks                                                 13,199        12,641        11,862
Intangible assets                                                                              4,188         3,830         3,634
Total assets                                                                                 699,155       645,350       613,613


EQUITY AND LIABILITIES
Ordinary share capital                                                                            27            27            27
Ordinary share premium                                                                        17,422        17,422        14,422
Reserves                                                                                      30,524        26,140        24,628
Total equity attributable to equity holders of the parent                                     47,973        43,589        39,077
Preference share capital and premium                                                           3,561         3,561         3,561
Non-controlling interest attributable to ordinary shareholders                                   141           136           117
Total equity                                                                                  51,675        47,286        42,755
Derivative financial instruments                                                              16,588        13,475        13,791
Amounts owed to depositors                                                                   585,497       542,671       516,540
Provisions and other liabilities                                                              10,016         9,273         8,286
Current taxation liabilities                                                                      13            67            27
Other liabilities held for sale                                                                                 36
Deferred taxation liabilities*                                                                   297           367           993
Long-term employee benefit liabilities*                                                        1,804         1,880         1,782
Long-term debt instruments                                                                    33,265        30,295        29,439
Total liabilities                                                                            647,480       598,064       570,858
Total equity and liabilities                                                                 699,155       645,350       613,613

 * 2012 restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).
** Certain investments were reclassified from investment securities to investments in private-equity associates, associate companies
   and joint ventures to align better with industry practice. No adjustments to the carrying value of the financial instruments arose
   as a result of the reclassification. Furthermore, no changes were made to the categorisation of the financial instruments
   and they remain classified as designated at fair value through profit or loss.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                                                    Non-controlling
                                                                                   Total equity                            interest
                                                                                attributable to       Preference    attributable to
                                                                                 equity holders    share capital           ordinary
                                                                                  of the parent      and premium       shareholders   Total equity
                                                                                             Rm               Rm                 Rm             Rm

Balance at 31 December 2011                                                              39,305            3,561                121         42,987
Adoption of IAS 19 Employee Benefits (revised 2011)                                       (228)                                 (4)          (232)
Restated balance at 31 December 2011                                                     39,077            3,561                117         42,755
Shares issued                                                                             3,000                                              3,000
Preference share dividend                                                                 (293)                                              (293)
Dividend to ordinary shareholders                                                       (5,100)                                 (8)        (5,108)
Dividend in respect of BEE transaction                                                      (6)                                                (6)
Total comprehensive income for the year*                                                  6,456                                  27          6,483
Share-based payment reserve movement                                                        451                                                451
Regulatory risk reserve provision                                                             2                                                  2
Other movements                                                                               2                                                  2
Balance at 31 December 2012                                                              43,589            3,561                136         47,286
Preference share dividend                                                                 (292)                                              (292)
Dividend to ordinary shareholders                                                       (3,450)                                 (8)        (3,458)
Total comprehensive income for the year                                                   8,084                                  16          8,100
Share-based payment reserve movement                                                         49                                                 49
Disposal of subsidiary                                                                                                          (3)            (3)
Regulatory risk reserve provision                                                           (4)                                                (4)
Other movements                                                                             (3)                                                (3)
Balance at 31 December 2013                                                              47,973            3,561                141         51,675

* Restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED                                                                                    31 December    31 December
                                                                                                             2013           2012
                                                                                                        (Audited)      (Audited)
                                                                                                                              Rm
                                                                                                               Rm       Restated

Cash generated by operations ***                                                                           17,772         16,485
Change in funds for operating activities ***                                                              (7,076)        (7,948)
Net cash from operating activities before taxation                                                         10,696          8,537
Taxation paid                                                                                             (3,059)        (3,108)
Cashflows from operating activities                                                                         7,637          5,429
Cashflows utilised by investing activities                                                                (1,427)        (2,034)
Cashflows utilised by financing activities                                                                  (772)        (1,543)
Effects of exchange rate changes on opening cash and cash equivalents (excluding foreign borrowings)            *              *
Net increase in cash and cash equivalents                                                                   5,438          1,852
Cash and cash equivalents at the beginning of the year**                                                   25,228         23,376
Cash and cash equivalents at the end of the year**                                                         30,666         25,228

  * Represents amounts less than R1m.
 ** Including mandatory reserve deposits with central banks.
*** 2012 restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).

Condensed segmental reporting
for the year ended                                  31 December             31 December              31 December              31 December              31 December             31 December
                                                           2013                    2012                     2013                     2012                     2013                    2012
                                                      (Audited)               (Audited)                (Audited)                 (Audited)               (Audited)               (Audited)
                                                             Rm                      Rm                       Rm                       Rm                       Rm                      Rm
                                                       Restated                Restated                                          Restated

                                                            Total assets                                 Operating income                               Headline earnings

Nedbank Capital                                         180,708                 142,290                    4,380                    4,044                    1,726                   1,431
Nedbank Corporate                                       188,363                 175,073                    5,084                    4,410                    2,245                   1,817
Total Nedbank Retail and Nedbank Business Banking       302,371                 290,198                   19,929                   18,989                    3,468                   3,496
Nedbank Retail                                          203,155                 198,072                   15,502                   14,693                    2,539                   2,552
Nedbank Business Banking                                 99,216                  92,126                    4,427                    4,296                      929                     944
Nedbank Wealth                                           50,911                  42,270                    3,553                    2,993                      900                     718
Shared Services                                           7,346                   6,048                       78                        4                      159                      40
Central Management, including Rest of Africa             19,895                  27,079                    1,992                    1,365                      172                    (19)
Total for Nedbank Group                                 749,594                 682,958                   35,016                   31,805                    8,670                   7,483
Fellow-subsidiary adjustments                          (50,439)                (37,608)                  (4,845)                  (4,095)                  (1,481)                 (1,023)
Total                                                   699,155                 645,350                   30,171                   27,710                    7,189                   6,460

                                                                                                                          .
The segmental results for 2012 have been restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011)
and the transfer of a subsidiary from Shared Services to Central Management,including Rest of Africa. The amendments
to IAS 19 include revised requirements for pensions and other postretirement benefits, termination benefits and certain other changes.


Condensed geographical segmental reporting
for the year ended                                                                  31 December           31 December    31 December            31 December
                                                                                           2013                  2012           2013                   2012
                                                                                      (Audited)             (Audited)      (Audited)              (Audited)
                                                                                             Rm                    Rm            Rm                      Rm
                                                                                                             Restated                              Restated


                                                                                         Operating income                      Headline earnings


SA                                                                                       32,721                29,748          8,054                  6,869
– Business operations*                                                                   32,721                29,748          8,409                  7,230
– BEE transaction expenses                                                                                                      (63)                   (68)
– Profit attributable to non-controlling interest – preference shareholders                                                    (292)                  (293)
Rest of Africa*                                                                           1,427                 1,259            335                    297
Rest of world – business operations*                                                        868                   798            281                    317
Total per Nedbank Group                                                                  35,016                31,805          8,670                  7,483
Fellow-subsidiary adjustments                                                           (4,845)               (4,095)        (1,481)                (1,023)
Total                                                                                    30,171                27,710          7,189                  6,460



* 2012 restated to reflect the adoption of IAS 19 Employee Benefits (revised 2011).

Fair-value hierarchy
FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE

The fair value of a financial instrument is the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. Underlying the definition of fair value is a presumption that an entity is a going concern without any intention or need to liquidate, to curtail materially the scale of its operations or to undertake a transaction on adverse terms. Fair value is not, therefore, the amount that an entity would receive or pay in a forced transaction, involuntary liquidation or distressed sale.

The existence of published price quotations in an active market is the most reliable evidence of fair value and, where they exist, they are used to measure the financial asset or financial liability. A market is considered to be active if transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.
These quoted prices would generally be classified as level 1 in terms of the fair-value hierarchy.

Where a quoted price does not represent fair value at the measurement date or where the market for a financial instrument is not active, the group establishes fair value by using a valuation technique. These valuation techniques include, but are not limited to, reference to the current fair value of another instrument that is substantially the same in nature, reference to the value of the assets of underlying business, earnings multiples, discounted cashflow analysis, and various option pricing models. Valuation techniques applied by the group would generally be classified as level 2 or level 3 in terms of the fair-value hierarchy. The determination of whether an instrument is classified as level 2 or level 3 is dependent on the significance of observable inputs versus unobservable inputs in relation to the fair value of the instrument. Inputs typically used in valuation techniques include discount rates, appropriate swap rates, volatility, servicing costs, equity prices, commodity prices, counterparty credit risk, and the group's own credit on financial liabilities.

The group has an established control framework for the measurement of fair value, which includes formalised review protocols for the independent review and validation of fair values separate from the business unit entering into the transaction. The valuation methodologies, techniques and inputs applied to the fair-value measurement of the financial instruments have been applied in a manner consistent with that of the previous financial year (nedbankgroup.co.za).

FAIR-VALUE HIERARCHY

The financial instruments recognised at fair value have been categorised into the three input levels of the International Financial Reporting Standards (IFRS) fair-value hierarchy as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Valuation techniques based on (directly or indirectly) market-observable inputs. Various factors influence the availability of observable inputs. These factors may vary from product to product and change over time. Factors include the depth of activity in the relevant market, the type of product, whether the product is new and not widely traded in the market, the maturity of market modelling and the nature of the transaction (bespoke or generic).

Level 3: Valuation techniques based on significant inputs that are not observable. To the extent that a valuation is based on inputs that are not market-observable, the determination of the fair value can be more subjective, depending on the significance of the unobservable inputs to the overall valuation. Unobservable inputs are determined on the basis of the best information available and may include reference to similar instruments, similar maturities, appropriate proxies or other analytical techniques.

FINANCIAL ASSETS

                                                                                              Total financial                  Total financial assets               Total financial assets          Total financial assets      Total financial assets 
                                                                                              assets                           recognised at amortised cost         classified as level 1                                                                                                                                                                                                                classified as level 2      classified as level 3

                                                                                        31 December        31 December        31 December       31 December        31 December      31 December     31 December      31 December    31 December      31 December
                                                                                               2013               2012               2013              2012               2013             2012            2013             2012           2013             2012
                                                                                          (Audited)          (Audited)          (Audited)         (Audited)          (Audited)        (Audited)       (Audited)        (Audited)      (Audited)        (Audited)
                                                                                                 Rm                 Rm                 Rm                Rm                 Rm               Rm              Rm               Rm             Rm               Rm
                                                                                                              Restated                             Restated                            Restated        Restated                        Restated
Cash and cash equivalents                                                                    30,666             25,228             30,666            25,228
Other short-term securities                                                                  35,004             37,575             13,335            16,425                358              479          21,311           20,671
Derivative financial instruments                                                             13,811             14,660                  -                                   58                6          13,753           14,654
Government and other securities                                                              31,279             26,194             13,932            10,381             10,871            9,670           6,476            6,143
Loans and advances                                                                          566,047            520,116            474,932           438,255                  -                1          91,082           81,743             33              117
Other assets*                                                                                 4,204              4,528              3,849             4,227                355              301               -                               -
Investments in private-equity associates, associate companies and joint arrangement**           860              1,000                  -                                    -                                -                             860            1,000
Investment securities**                                                                       2,932              2,832                  -                                  947              884           1,154              967            831              981
                                                                                            684,803            632,133            536,714           494,516             12,589           11,341         133,776          124,178          1,724            2,098


FINANCIAL LIABILITIES

                                                                                              Total financial                  Total financial liabilities          Total financial liabilities     Total financial liabilities     Total financial liabilities 
                                                                                              liabilities                      recognised at amortised cost         classified as level 1                 classified as level 2           classified as level 3
   
                                                                                         31 December       31 December        31 December       31 December       31 December       31 December     31 December      31 December      31 December    31 December
                                                                                                2013              2012               2013              2012              2013              2012            2013             2012             2013           2012
                                                                                           (Audited)         (Audited)          (Audited)         (Audited)         (Audited)          (Audited)       (Audited)        (Audited)        (Audited)     (Audited)
                                                                                                  Rm                Rm                 Rm                Rm                Rm                Rm              Rm               Rm               Rm            Rm
                                                                                                                                 Restated                            Restated          Restated                        Restated          Restated

Derivative financial instruments                                                              16,588            13,475                  -                                  12                 1          16,576           13,473              -               1
Amounts owed to depositors                                                                   585,497           542,671            438,253           408,490                 -                           147,244          134,181              -
Provisions and other liabilities                                                              10,016             9,273              8,046             6,970             1,857             2,248             113               55              -
Long-term debt instruments***                                                                 33,265            30,295             29,487            24,665             2,317             5,447           1,461              183              -
                                                                                             645,366           595,714            475,786           440,125             4,186             7,696         165,394          147,892              -               1

* An amount of R301m was reclassified from level 2 to level 1 due to more accurate information becoming available.

** An amount of R364m was reclassified from investment securities to investments in private-equity associates, associate
companies and joint arrangements to align better with industry practice. No adjustments to the carrying value of the finnacial
instruments arose as a result of the reclassification. Furthermore, no changes were made to the categorisation of the financial
instruments and they remain classified as designated at fair value through profit or loss.

*** During the year certain long-term debt instruments were determined to be trading in an inactive market. Previously the fair
value measurement of these instruments was determined with reference to published market values. Now the fair-value measurement
is determined by using an appropriate valuation technique, which incorporates observable inputs for similar instruments, with
similar maturities and coupons. This change in valuation methodology has resulted in a transfer of the affected instruments from level 1 to level 2.

LEVEL 3 RECONCILIATION
                                                                                                  Gains/(Losses) in
                                               Opening balance at 1  Gains/(Losses) in comprehensive income                                                                   Closing balance at
                                                            January  profit for the year       for the year  Purchases and issues   Sales and settlements  Transfers in/(out)        31 December
2013 (Audited)                                                   Rm                   Rm                 Rm                    Rm                      Rm                 Rm                  Rm
FINANCIAL ASSETS
Derivative financial instruments                                                                          -                                                                                          -
Loans and advances                                              117                    -                  -                     -                    (84)                  -                  33
Investment securities                                           981                 (21)                  -                   200                   (329)                  -                 831
Investments in private-equity associates,
 associate companies and joint arrangement                    1,000                 (22)                  -                    59                   (177)                  -                 860
                                                              2,098                 (43)                  -                   259                   (590)                  -               1,724

FINANCIAL LIABILITIES
Derivative financial instruments                                  1                   -                   -                   (1)                       -                  -                   -
                                                                  1                   -                   -                   (1)                       -                  -                   -

                                                                                                 Gains/(Losses) in
                                               Opening balance at 1  Gains/(Losses) in profit comprehensive income                                                                 Closing balance at
2012 (Audited)                                              January      for the year        for the year       Purchases and issues   Sales and settlements   Transfers in/(out)         31 December
Restated                                                         Rm                Rm                  Rm                         Rm                      Rm                  Rm                   Rm
FINANCIAL ASSETS
Derivative financial instruments                                 29                                                                                     (29)                                        -
Loans and advances                                               91                29                                                                    (3)                                      117
Investment securities                                           952               110                   1                         49                   (131)                                      981
Investments in private-equity associates, 
 associate companies and joint arrangement                      945             (142)                                            275                    (78)                                    1,000
                                                              2,017               (3)                   1                        324                   (241)                   -                2,098

FINANCIAL LIABILITIES
Derivative financial instruments                                  5               (8)                                                                      4                                        1
                                                                  5               (8)                                                                      4                   -                    1

EFFECT OF CHANGES IN SIGNIFICANT UNOBSERVABLE ASSUMPTIONS TO REASONABLE POSSIBLE ALTERNATIVES - LEVEL 3 INSTRUMENTS

The fair value of financial instruments is, under certain circumstances, measured by means of valuation techniques based on assumptions that are not market-observable. Where these scenarios apply, the group performs stress testing on the fair value of the relevant instruments. In stress testing, appropriate levels are chosen for the unobservable input parameters so that they are consistent with prevailing market evidence and in line with the group's approach to valuation control.

The sensitivity of the fair-value measurement is dependent on the unobservable inputs. Significant changes to the unobservable inputs in isolation will have either a positive or a negative impact on the fair value. The following information is intended to illustrate the potential impact of the relative uncertainty in the fair value of financial instruments, the valuation of which depends on unobservable input parameters. However, it is unlikely in practice that all unobservable parameters would simultaneously be at the extremes of their ranges of reasonably possible alternatives. Furthermore, the disclosure is neither predictive nor indicative of future movements in fair value.

                                                                                                                                                                                                                                                         Favourable change   Unfavourable
                                                                                                                                                                                                                            Value per statement of    in fair value due to      change in                                                                                                                                                                                                                                                                                fair value
                                                                                       Valuation technique                                      Principal assumption stressed                      Stress parameters            financial position             stress test  due to stress                                                                                                                                                                                                                                                                                      test

December 2013 (Audited)                                                                                                                                                                            %                                            Rm                      Rm                     Rm

FINANCIAL ASSETS

Loans and advances                                                                     Discounted cashflow mode                                 Credit spreads and discount rates                   Between (14) and 14                         33                       3            (4)
Investment securities                                                                  Discounted cashflows, adjusted net asset value, earnings Valuation multiples, correlations, volatilities and Between (25) and 25                        831                      81           (96)
                                                                                       multiples, third-party valuations, dividend yields       credit spreads


Investments in private-equity associates, associate companies and joint arrangements   Discounted cashflows, earnings multiples                 Valuation multiples                                Between (11) and 11                         860                      83           (93)
Total financial assets classified as level 3                                                                                                                                                                                                 1,724                     167          (193)




                                                                                                                                                                                                                                                      Favourable change in    Unfavourable
                                                                                                                                                                                                                            Value per statement of       fair value due to  change in fair                                                                                                                                                                                                                                                                                      value 
                                                                                       Valuation technique                                      Principal assumption stressed                      Stress parameters            financial position             stress test   due to stress                                                                                                                                                                                                                                                                                       test
December 2012 (Audited)
Restated                                                                                                                                                                                           %                                            Rm                      Rm              Rm
FINANCIAL ASSETS

Loans and advances                                                                     Discounted cashflow model                                Credit spreads and discount rates                  Between (14) and 14                         117                      13            (16)
Investment securities                                                                  Discounted cashflows, adjusted net asset value, earnings Valuation multiples, correlations, volatilities and Between (25) and 25                        981                     127           (156)
                                                                                       multiples, third-party valuations, dividend yields      credit spreads

Investments in private-equity associates, associate companies and joint arrangements   Discounted cashflows, earnings multiples                 Valuation multiples                                Between (11) and 11                       1,000                      70            (70)

Total financial assets classified as level 3                                                                                                                                                                                                 2,098                     210           (242)

FINANCIAL LIABILITIES
Derivative financial instruments                                                       Discounted cashflow model, Black-Scholes model and       Discount rates, risk-free rates, volatilities, credit Between (25) and 25                        1                       *              *
                                                                                       multiple valuation techniques                           spreads and valuation multiples

* Represents amounts less than R1m.

UNREALISED GAINS AND LOSSES

The unrealised gains or losses arising on instruments classified as level 3 include the following:

                                                       31 December       31 December
                                                              2013              2012
                                                         (Audited)         (Audited)
                                                                Rm                Rm

Trading income/(losses)                                         11              (19)
Private-equity losses                                         (12)              (25)
Other fair-value adjustments                                                      29
                                                               (1)              (15)

SUMMARY OF PRINCIPAL VALUATION TECHNIQUES - LEVEL 2 INSTRUMENTS

The following table sets out the group's principal valuation techniques used in determining the fair value of financial assets and financial liabilities classified as level 2 in the fair-value hierarchy:

Assets                                          Valuation technique             Key Inputs

Other short-term securities                     Discounted cashflow model       Discount rates

Derivative financial instruments                Discounted cashflow model       Discount rates
                                                Black-Scholes model             Risk-free rate and volatilities
                                                Multiple valuation techniques   Valuation multiples

Government and other securities                 Discounted cashflow model       Discount rates
Loans and advances                              Discounted cashflow model       Interest rate curves

Investment securities                           Discounted cashflow models      Money market rates and interest rates
                                                Adjusted net asset value        Underlying price of market traded instruments
                                                Dividend yield method           Dividend growth rates

Liabilities
Derivative financial instruments                Discounted cashflow model       Discount rates
                                                Black-Scholes model             Risk-free rate and volatilities
                                                Multiple valuation techniques   Valuation multiples

Amounts owed to depositors                      Discounted cashflow model       Discount rates

Provisions and liabilities                      Discounted cashflow model       Discount rates

Investment and insurance contract liabilities   Adjusted net asset value        Underlying price of market traded instruments

Long-term debt instruments                      Discounted cashflows            Discount rates

Offsetting financial assets and financial liabilities

In accordance with the requirements of IFRS 7 Financial Instruments: Disclosures, the table below sets out the impact of:
- recognised financial instruments that are set off in the statement of financial position in accordance with the requirements of International Accounting Standard (IAS) 32
Financial Instruments: Presentation; and
- financial instruments that are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments and transactions that
did not qualify for presentation on a net basis.

The group reports financial assets and financial liabilities on a net basis in the statement of financial position only if there is a legally enforceable right to set off the
recognised amounts and there is intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Certain master netting arrangements may not meet the criteria for offsetting in the statement of financial position because:
- these agreements create a right of setoff that is enforceable only following an event of default, insolvency or bankruptcy; and
- the group and its counterparties do not intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously.

Master netting arrangements and similar agreements include derivative clearing agreements, global master repurchase agreements and global master securities lending
agreements.

2013 (Audited)
                                                                                                                Total amounts
                                                                                                            subject to IFRS 7
                                                                                                                   offsetting
                                            Amounts                                                                disclosure
                                      recognised in                                                             recognised in
                                   the statement of                                                          the statement of
                                          financial      Amounts that                     Net amounts               financial                      Total amounts
                                       position and     may be netted                  reflecting the               position,      Amounts not     recognised in
                                         subject to        off on the                effect of master           excluding the       subject to  the statement of
                                            netting   occurrence of a     Financial           netting               effect of       offsetting         financial
Rm                                     arrangements      future event    collateral      arrangements              collateral       disclosure          position

Assets
Derivative financial instruments             12,835           (6,700)                           6,135                  12,835              976            13,811
Loans and advances                           27,838                                            27,838                  27,838          538,209           566,047
                                             40,673           (6,700)        -                 33,973                  40,673          539,185           579,858

Liabilities
Derivative financial instruments             15,846           (7,320)                           8,526                  15,846              742            16,588
Amounts owed to depositors                   61,660                                            61,660                  61,660          523,837           585,497
                                             77,506           (7,320)        -                 70,186                  77,506          524,579           602,085



2012 (Audited)
                                                                                                             Total amounts
                                                                                                         subject to IFRS 7
                                                                                                                offsetting
                                            Amounts                                                             disclosure
                                      recognised in                                                          recognised in
                                   the statement of                                                       the statement of
                                          financial      Amounts that                     Net amounts            financial                       Total amounts
                                       position and     may be netted                  reflecting the            position,      Amounts not      recognised in
                                         subject to        off on the                effect of master        excluding the       subject to   the statement of
                                            netting   occurrence of a     Financial           netting            effect of       offsetting          financial
Rm                                     arrangements      future event    collateral      arrangements           collateral       disclosure           position

Assets
Derivative financial instruments             13,231           (7,021)                           6,210               13,231            1,429             14,660
Loans and advances                           24,338                                            24,338               24,338          495,778            520,116
                                             37,569           (7,021)             -            30,548               37,569          497,207            534,776

Liabilities
Derivative financial instruments             13,386           (6,183)                           7,203               13,386               89             13,475
Amounts owed to depositors                   17,142                          (7,319)            9,823               17,142          525,529            542,671
                                             30,528          (13,925)        (7,549)            9,054               30,528          525,618            556,146

Restatements and reclassifications

During the year the group restated certain prior-year information due to the mandatory adoption of IAS 19 Employee Benefits and other reclassifications identified.
The impact of the relevant restatements and reclassifications are detailed below:

Consolidated statement of financial position

                                                                                                     December 2012                                               January 2012

                                                                                                                                                                                                        As
                                                                                                                                  As previously                                          Other  previously
Rm                                                                                     Restated  IAS 19* Other reclassifcations**      reported    Restated         IAS 19* reclassifcations**    reported

Assets
Cash and cash equivalents                                                               12,587                                           12,587      11,514                                         11,514
Other short-term securities                                                             37,575                                           37,575      31,715                                         31,715
Derivative financial instruments                                                        14,660                                           14,660      14,314                                         14,314
Government and other securities                                                         26,194                                           26,194      29,991                                         29,991
Loans and advances                                                                     520,116                                          520,116     493,107                                        493,107
Other assets                                                                             4,528                                            4,528       3,989                                          3,989
Current taxation assets                                                                    241                                              241         629                                            629
Investment securities***                                                                 2,832                          (364)             3,196       3,149                            (400)         3,549
Non-current assets held for sale                                                           508                                              508           8                                              8
Investments in private-equity associates, associate companies and joint arrangements     1,029                           364                665         965                             400            565
Deferred taxation assets                                                                   362      140                                     222         152          86                                 66
Investment property                                                                         84                                               84         488                                            488
Property and equipment                                                                   6,171                                            6,171       6,082                                          6,082
Long-term employee benefit assets                                                        1,992    (161)                                   2,153       2,014        (13)                              2,027
Mandatory reserve deposits with central bank                                            12,641                                           12,641      11,862                                         11,862
Intangible assets                                                                        3,830                                            3,830       3,634                                          3,634
Total assets                                                                           645,350     (21)                    -            645,371     613,613          73                   -        613,540

Equity and liabilities
Ordinary share capital                                                                      27                                               27          27                                             27
Ordinary share premium                                                                  17,422                                           17,422      14,422                                         14,422
Reserves *                                                                              26,140    (323)                                  26,463      24,628        (228)                            24,856
Total equity attributable to equity holders of the parent                               43,589    (323)                    -             43,912      39,077        (228)                  -         39,305
Preference share capital and premium                                                     3,561                                            3,561       3,561                                          3,561
Non-controlling interest attributable to ordinary shareholders                             136      (6)                                     142         117          (4)                               121
Total equity                                                                            47,286    (329)                    -             47,615      42,755        (232)                  -         42,987
Derivative financial instruments                                                        13,475                                           13,475      13,791                                         13,791
Amounts owed to depositors                                                             542,671                                          542,671     516,540                                        516,540
Provisions and other liabilities                                                         9,273                                            9,273       8,286                                          8,286
Current taxation liabilities                                                                67                                               67          27                                             27
Other liabilities held for sale                                                             36                                               36           -                                              -
Deferred taxation liabilities                                                              367      12                                      355         993          (4)                               997
Long-term employee benefit liabilities                                                   1,880     296                                    1,584       1,782          309                             1,473
Long-term debt instruments                                                              30,295                                           30,295      29,439                                         29,439
Total liabilities                                                                      598,064     308                     -            597,756     570,858          305                  -        570,553
Total equity and liabilities                                                           645,350    (21)                     -            645,371     613,613           73                  -        613,540

  *  On 1 January 2013 the group adopted IAS 19 Employee Benefits (revised 2011) (IAS 19R).The adoption of IAS 19R resulted in the group restating its previously reported financial results, in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.


 **  Certain investments were reclassified from investment securities to investments in private-equity associates, associate companies and joint arrangements to align better with industry practice. No adjustments to the carrying value of the financial instruments arose as a result of the reclassification. Furthermore, no changes were made to the categorisation of the financial instruments and they remain classified as designated at fair value through profit or loss.

 *** An amount of R846m was reclassified from held for trading to designated at fair value to reflect management's original intention. No adjustments to the carrying value of the financial instruments arose as a result of the reclassification.



Consolidated statement of comprehensive income

                                                                           December 2012

                                                                                                      As
                                                                                              previously
Rm                                                             Restated              IAS 19     reported

Interest and similar income                                      42,900                           42,900
Interest expense and similar charges                             24,102                           24,102
Net interest income                                              18,798                   -       18,798
Impairments charge on loans and advances                          5,239                            5,239
Income from lending activities                                   13,559                   -       13,559
Non-interest revenue                                             14,151                           14,151
Operating income                                                 27,710                   -       27,710
Total operating expenses                                         18,601                  36       18,565
  - Operating expenses                                           18,539                  36       18,503
  - BEE transaction expenses                                         62                               62
Indirect taxation                                                   460                              460
Profit from operations before non-trading and capital items       8,649                (36)        8,685
Non-trading and capital items                                      (48)                             (48)
Fair-value adjustments of investment properties                     (1)                              (1)
Profit from operations                                            8,600                (36)        8,636
Share of profits of associate companies and joint arrangements      -                                  -
Profit before direct taxation                                     8,600                (36)        8,636
Direct taxation **                                                2,159                (10)        2,169
Profit for the year                                               6,441                (26)        6,467
Other comprehensive income/(loss) net of taxation                    42                (71)          113
- Exchange differences on translating foreign operations             35                               35
- Fair-value adjustments on available-for-sale assets                39                               39
- Remeasurements on long-term employee benefit assets              (71)                (71)
- Gains on property revaluations                                     39                               39

Total comprehensive income for the year                           6,483                (97)        6,580

Profit attributable to:
- ordinary and preference shareholders                            6,410                (28)        6,438
- non-controlling interest - ordinary shareholders                   31                  2            29
                                                                  6,441                (26)        6,467

Total comprehensive income attributable to:
- ordinary and preference shareholders                            6,456                (95)        6,551
- non-controlling interest - ordinary shareholders                   27                 (2)           29
Total comprehensive income for the year                           6,483                (97)        6,580



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