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LIBERTY HOLDINGS LIMITED - Financial Results for the years ended 31 December 2013

Release Date: 27/02/2014 08:05
Code(s): LBHP LBH     PDF:  
Wrap Text
Financial Results for the years ended 31 December 2013

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

Liberty Holdings Limited
Financial results
For the year ended 31 December 2013 

Highlights

-BEE normalised operating earnings
 up 28%

-SIP return substantially ahead of benchmark 15%

-BEE normalised headline earnings
 up 11%

-BEE normalised return on equity 23%

-return on BEE normalised group equity value 16%

-value of long-term insurance new business
 up 21%

-retail long-term insurance new business margin 2,4%

-long-term insurance indexed new business
 up 15%

-customer net cash inflows R22 billion


-Full dividend
 up 10%

-Liberty Group Limited CAR cover 2,56 times

Financial performance indicators
for the year ended 31 December 2013

                                                                                      Restated(1)            %
                                                                                2013         2012       change

Liberty Holdings Limited
Earnings (1)
Basic earnings per share (cents)                                             1 517,9      1 433,6          5,9
BEE normalised headline earnings per share (cents)                           1 439,6      1 300,1         10,7
BEE normalised operating earnings (Rm)                                         2 198        1 723         27,6
BEE normalised return on equity (%)                                             23,3         24,0        (2,9)
Group equity value
BEE normalised group equity value per share (R)                               126,08       115,43          9,2
BEE normalised return on group equity value (%)                                 16,1         20,8       (22,6)
Distributions per share (cents)
Normal dividend                                                                  581          528         10,0

 Interim dividend                                                                212          192         10,4
 Final dividend                                                                  369          336          9,8

Special dividend                                                                 n/a          130
Total assets under management (Rbn)                                              611          528         15,7

Long-term insurance operations
Indexed new business (excluding contractual increases) (Rm)                    6 947        6 055         14,7
New business margin (%)                                                          2,2          2,0         10,0
Net customer cash inflows (Rm)                                                 6 316        4 572         38,1
Capital adequacy cover of Liberty Group Limited (times covered)                 2,56         2,71        (5,5)

Asset management – STANLIB
Assets under management (Rbn)                                                    545          473         15,2
Net cash inflows including money market (Rm) (2)                              15 725       14 327          9,8

 Retail and institutional net cash inflows excluding money market (Rm) (2)    13 527       11 744         15,2
 Money market net cash inflows (Rm) (2)                                        2 198        2 583       (14,9)

(1)2012 earnings have been restated for the change in accounting policy relating to the adoption of the amendments to IAS 19 Employee Benefits.

(2)Excludes intergroup life funds; multi-manager insurance funds have been reclassified to Liberty intergroup effective 1 January 2013.

Preparation and supervision:
This announcement on Liberty Holdings Limited's interim results for the year ended 31 December 2013 has been
prepared and supervised by JC Hubbard (Group Chief Financial Officer) BCom CA(SA) and CG Troskie (Executive
Director – Finance and Risk) BCom (Hons) CA(SA).

The 2013 group financial results are one of the best in the
group's history, with a number of key indicators demonstrating
substantially improved performance. In particular, there has
been significant growth in the value of long-term insurance new
business, customer cash inflows, operating earnings and the group's
Shareholder Investment Portfolio (SIP) outperformance.

Return on equity at 23,3% and return on group equity value of
16,1% are well ahead of the group's medium term target levels.
We continued to produce positive experience variances in our
long-term insurance business and our balance sheet management
capability successfully managed the volatile interest rate and
currency markets experienced during 2013.

This performance has been supported by innovative new
products, solid insurance new business growth, good investment
performance, growth in assets under management and our
demonstrated ability to manage to model. BEE normalised
headline earnings of R4 076 million are 11% up, representing
a 28% growth in operating earnings and a gross investment
return on the SIP of 14,6% (2012: 16,0%). The SIP performance
was considerably higher than benchmark benefiting from tactical
allocations to developed market equities and other foreign assets.
The growth in operating earnings has been achieved without any
significant contribution from assumption or modelling changes.
This converts to a 11% increase in BEE normalised headline
earnings per ordinary share to R14,40 (2012: restated R13,00).

BEE normalised group equity value per share of R126,08 is 9% up
on 31 December 2012, and reflects R5 281 million of equity value
profits, or a 16,1% return on group equity value despite being
impacted by a higher interest rate environment. The return is
higher than the estimated cost of capital target of 12,1%.

Long-term indexed insurance sales of R6 947 million are up
15% on the prior year. This combined with improved pricing,
produced a 21% improvement in the group embedded value of
long-term insurance new business to R839 million at an overall
margin of 2,2% (2012: 2,0%). The new Evolve and Stable Growth
investment product ranges launched in 2012 have been very
successful.

Group asset management net cash inflows of R15,7 billion are 10%
up compared to the R14,3 billion cash inflows for 2012. STANLIB's
South African business had a good year attracting R21,7 billion
of net cash inflows of which R19,4 billion went into higher
margin non money market retail and institutional mandates.
Assets under management across the group grew by 16% from
31 December 2012 to R611 billion.

It is worth noting that in 2013 the group attracted a total net
customer cash inflow of R22,9 billion (asset management
R16,2 billion and insurance operations R6,7 billion) which is
R3,6 billion or 19% higher than 2012.

LibFin's management of the group's market risk within risk
appetite has supported the maintenance of the group's strong
capital position with the capital adequacy ratio in the group's main
long-term insurance licence being 2.56 times (2012: 2.71 times)
the regulatory minimum. The reported ratio reduced post the
successful rationalisation of South African life licences in the second
half of 2013. This is due to the technical nature of the formulae in
dealing with subsidiaries. On a like for like basis the 2012 ratio would
have been 2.11 times.

The 2013 result further demonstrates our ability to deliver against
the group's chosen strategic objectives which remain focussed on:
-  managing the core South African insurance operations within
   acceptable sustainable long-term assumption sets, whilst
   profitably capturing greater shares of both the existing and
   developing markets;
-  developing innovative products to service targeted customer
   segments;
-  optimising the balance sheet within board approved risk
   appetite limits;
-  improving asset management capability, while leveraging off
   the strong property, fixed income, balanced and money market
   franchises and new alternative capability to capture a larger
   share of the retail and institutional fund flows;
-  achieving the business cases of business development initiatives
   across the group;
-  expanding the geographical footprint into expected high growth
   regions of sub-Saharan Africa; and
-  maximising opportunities under the Standard Bank
   bancassurance agreement.

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

Earnings by business unit
for the year ended 31 December 2013

                                                                                                                                                 Restated(1)
                                                                                                                                   2013                 2012                    %
Unaudited                                                                                                                            Rm                   Rm               change

Insurance
Retail segment (1)                                                                                                                1 467                1 179                 24,4
Institutional segment                                                                                                               133                   45                 >100

Liberty Corporate (1)                                                                                                               121                   66                 83,3
Liberty Africa Insurance (2) (3)                                                                                                     52                   21                 >100
Liberty Health                                                                                                                     (40)                 (42)                  4,8

Balance sheet management

LibFin Markets – credit portfolio                                                                                                   132                  109                 21,1
Libfin Markets – asset/liability matching                                                                                             5                   42               (88,0)

Asset management
STANLIB                                                                                                                             633                  537                 17,9

South Africa                                                                                                                        571                  489                 16,8
Other Africa (3)                                                                                                                     62                   48                 29,2

Liberty Properties                                                                                                                   44                   48                (8,3)

Development and management                                                                                                           44                   39                 12,8
Fountainhead (sold 1 August 2012)                                                                                                                          9

Central overheads and sundry income (1)                                                                                           (216)                (237)                  8,9

BEE normalised operating earnings                                                                                                 2 198                1 723                 27,6

LibFin Investments                                                                                                                1 878                1 965                (4,4)

BEE normalised headline earnings                                                                                                  4 076                3 688                 10,5

BEE preference share adjustment                                                                                                    (62)                 (62)

Headline earnings                                                                                                                 4 014                3 626                 10,7

(1)2012 earnings have been restated for the change in accounting policy relating to the adoption of the amendments to IAS 19 Employee Benefits.

(2)Liberty Africa Insurance includes long-term and short-term insurance products sold to both the retail and institutional markets. The business unit has been classified under the
   institutional segment as the majority of premiums are derived from institutional clients.

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

Business unit financial review
for the year ended 31 December 2013

Retail segment
(includes Retail SA and Direct Financial Services)
Headline earnings for the year of R1 467 million are 24% up
compared to the restated R1 179 million in 2012. This increase is
supported by on-going positive persistency and risk variances,
good annual contract increases and higher management fees
due to the 2012 growth in underlying investment portfolios.
Earnings have also absorbed the build costs of the transactional
joint venture with Standard Bank, investments in our emerging
consumer market (ECM) business during the year and various
regulatory compliance projects.

We continue to innovate and new investment products have
been recently launched, particularly supporting our strategy of
developing investment propositions that are low cost but provide
relevant options to consumers. In addition, a Linked Investment
Service Provider (LISP) capability was built and became functional
from mid July 2013. The LISP attracted almost R1 billion in new
investments. This offering makes direct investments into a range
of collective investment schemes available to retail customers
through a cost-efficient platform and complements the life
wrapper investment product range.

Indexed new business sales (excluding contractual increases) of
R6,0 billion have increased by 13% over 2012. The new Evolve
range of single premium investment products delivered very
encouraging new business sales totalling R3,6 billion for the year.
Recurring premium investment and risk business was up 10%
and single premium business up 21%. Initiatives targeting sales
growth in the emerging consumer segment off the direct financial
services platform were not as successful as originally hoped. This
has led to the decision to consolidate the various group direct
capabilities from the beginning of 2014 in order to develop a
more comprehensive focussed retail multi-channel distribution
capability. The Retail SA new business margin of 2,4% is above that
achieved in 2012 despite higher interest rates and is at the upper
end of the medium-term targeted range of between 2,0% and
2,5%. Significant increases in the South African bond yields have
had the effect of reducing the value of new business margin by
0,3% from December 2012.

Net cash inflows in 2013 were strong at R6,1 billion and were
supported by higher contributions from our sales of single
premium investment products and good persistency experience
leading to lower than anticipated withdrawals, despite the increase
in policy values due to positive investment returns. Expenses were
managed within assumption and the in-force file has increased
over 2013.

The recently launched comprehensive loyalty programme,
"Own your life REWARDS", continues to successfully attract
membership with over twenty thousand principal members at
31 December 2013.

Institutional segment
Liberty Corporate
Following last year's launch of the new flagship investment
product, the Liberty Stable Growth Fund, as well as a unique index
tracking investment range, Liberty Corporate was recognised
by the Financial Intermediary Association as the best employee
benefits product supplier. This is indicative of the recent focus
on enhancing service levels and establishing a distribution and
product capability for larger corporates and retirement funds
through the Intelligent Insurance division. The business has
been successful in winning several large mandates in the latter
half of the year supporting the indexed new business growth
of 29% to R789 million. Value of new business for the year is
up R34 million to R64 million at a significantly improved margin
of 0,9% (2012: 0,5%).

Improved headline earnings of R121 million (up 83%) are mainly a
function of improved risk claims experience, higher asset based
management fees and cost efficiency. Net customer cash flows
were marginally negative at R83 million compared to the over 
R2 billion net outflows last year.

Liberty Africa Insurance
East and Southern Africa (outside of South Africa) contributed
R52 million (2012: R21 million) to Liberty's headline earnings for
the year. The result has been supported by higher investment
markets and consistent claims loss ratios in the short-term
insurance business. Long-term insurance new business margins
at 9,2% (2012: 9,6 %) remain pleasing.

The positive sub-Saharan Africa growth outlook is gaining in
credibility and consequently the group has reserved capital
resources to take advantage of investment opportunities as
they arise.

Liberty Health
Liberty's share of Liberty Health's headline loss for the year is
R40 million (2012: R42 million loss). Whilst recent operational
efficiencies are producing better cost ratios, the business does
not, as yet, have sufficient scale to leverage the investment
in systems and processes. Assisting the medical scheme
administration clients to grow their membership therefore
remains management's top priority.

Our health risk products targeted at employees in African
countries, excluding South Africa, provides cover for over seventy
eight thousand lives. The slight increase in claims loss ratio at
68% (2012: 64%) is due to the capitation book in Nigeria.

Balance sheet management
Market risk exposures and credit portfolio
(LibFin Markets)
LibFin Markets continued to manage market risk exposures
within a narrow range despite considerable volatility in interest
rate markets and emerging market currencies. The credit portfolio
assets backing guaranteed investment products contributed
R132 million to headline earnings while the net result of asset
liability matching activities was virtually break even for the year
at R5 million. This is in line with its mandated objective. LibFin
directly managed R36 billion of assets at 31 December 2013
(2012: R27 billion).

Shareholder Investment Portfolio (SIP) (LibFin Investments)
LibFin Investments manages the SIP which comprises the group's
investment market exposure to the 90:10 book of business and
the assets backing capital in the insurance operations. The portfolio
which is managed under a low risk balanced mandate produced
a gross return of 14,6% (2012: 16,0%) which was well ahead of
benchmark. This return benefited from a weaker rand, positive
equity markets and portfolio construction partially offset by lower
domestic bond returns.

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

STANLIB South Africa
STANLIB experienced substantial net inflows of R21,7 billion during
2013 of which the majority (R19,4 billion) are into higher margin non
money market institutional and retail mandates. Total assets under
management increased to R507 billion at 31 December 2013 (2012:
R437 billion).

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

STANLIB's headline earnings at R571 million are 17% higher
compared to the equivalent period in 2012 despite the increased
costs associated with additional investment capabilities developed
in late 2012. Earnings have benefited from gross fee income growth
of 16% driven by a higher opening asset base and a better fund mix
reflecting the higher proportion of retail flows in recent periods.

STANLIB Other Africa
Assets under management at 31 December 2013 remained high
at R38 billion (2012: R36 billion) despite the further drawdown of
R7,0 billion of assets under a government mandate in East Africa.
Headline earnings for the year were 29% higher at R62 million
(2012: R48 million) benefiting from improved cost efficacy and
rand weakness.

Liberty Properties
Liberty Properties, which comprises property management and
development, has benefited from growth in property management
fees supported by increases in rentals at the flagship shopping
centres. Development fee income, however, remains low reflecting
little development activity for the year. Headline earnings are
R44 million for the year (2012: R39 million, excluding Fountainhead
sold in 2012).

Bancassurance
The commercial bancassurance joint venture relationship with
Standard Bank, which is applicable across the group's asset
management and insurance operations, is continuing to make
a considerable contribution to new business volumes and
earnings. Indexed sales of insurance products for the year from
bancassurance channels are 17% higher than 2012 and STANLIB
received a 14% growth in net asset management fees related to
assets acquired through the Standard Bank distribution channel.

The total SA covered business embedded value of in-force
contracts sold under the agreement attributable to Liberty at
31 December 2013 increased to R1,3 billion (2012: R1,2 billion)
despite the higher required discount rates.

Tax legislation
The Taxation Laws Amendment Act, 2013 was promulgated
on 12 December 2013. The Act includes additional changes to
the expense relief formulae to those which became applicable
to long-term insurers in the 2012 Amendment Act. The recent
changes have not allowed for the inclusion of the aggregate annual
taxable unrealised capital gains in respect of assets allocated to the
policyholder funds which is contrary to the stated intention. Whilst
we anticipate that National Treasury will amend the Act in 2014 to
a more equitable outcome with retrospective effect, full provision
has been made for the impacts resulting from the application of
the current Act.

Capital adequacy cover and life licence rationalisation
The capital adequacy cover of Liberty Group Limited remains
strong at 2,56 times the statutory requirement (2012: 2,71 times).
All the other group subsidiary life licences are well capitalised.

The rationalisation of transferring three of the South African long-
term insurance licenced entities (Capital Alliance Life Limited,
Liberty Growth Limited and Liberty Active Limited) into the main
licence entity, Liberty Group Limited, was successfully completed
with effect from 1 September 2013. The rationalisation will result
in improved capital efficiency under the SAM framework and
simplification of operational requirements.

The Liberty Group Limited's post-rationalisation capital adequacy
cover ratio (CAR) reflects the combined statutory capital and the
combined capital requirements of the four entities. This has led
to a lower cover ratio than previously reported for Liberty Group
Limited but a higher capital surplus.

The pro-forma CAR ratio of Liberty Group Limited at
31 December 2012 assuming rationalisation had been
implemented at that date is 2,11 times the statutory requirement.

Dividends
2013 final dividend
In line with the group's dividend policy, the board has approved and
declared a gross final dividend of 369 cents per ordinary share. The
final dividend will be payable out of income reserves and payable to
all ordinary shareholders recorded in the books of Liberty Holdings
Limited at the close of business on Friday, 28 March 2014.

There are no STC credits to be utilised for this final dividend. The
dividend of 369 cents per ordinary share will be subject to a local
dividend tax rate of 15% which will result in a net final dividend,
to those shareholders who are not exempt from paying dividend
tax, of 313.65 cents per ordinary share. Liberty Holdings Limited's
income tax number is 9050/191/71/8. The number of ordinary
shares in issue in the company's share capital at the date of
declaration is 286 202 373.

The important dates pertaining to the dividend is as follows:

Last date to trade                       Thursday, 20 March 2014
cum dividend on the JSE

First trading day                          Monday, 24 March 2014
ex dividend on the JSE

Record date                                Friday, 28 March 2014

Payment date                               Monday, 31 March 2014

Share certificates may not be dematerialised or rematerialised
between Monday, 24 March 2014 and Friday, 28 March 2014, both
days inclusive. Where applicable, in terms of instructions received
by the company from certificated shareholders, the payment
of the dividend will be made electronically to shareholders' bank
accounts on payment date.

In the absence of specific mandates, cheques will be posted to
shareholders. Shareholders who have dematerialised their shares
will have their accounts with their CSDP or broker credited on
Monday, 31 March 2014.

Prospects
Our continued improvement in performance in 2013 further
supports our belief that the group can continue to produce
sustainable growth. Our core insurance and asset management
businesses are performing better than assumptions and we
anticipate that they will continue to attract higher levels of new
business within our targeted margin ranges.

We are confident that our balance sheet management capability
will continue to manage our investment market risk exposures
within risk appetite and competently deal with any protracted
period of volatility in investment markets and the higher interest
rate environment in South Africa.

Bruce Hemphill                          Saki Macozoma
Chief Executive                         Chairman

26 February 2014

www.libertyholdings.co.za

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

Sponsor
Merril Lynch
A subsidiary of Bank of America Corporation

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

Accounting policies

The 2013 summary consolidated annual financial statements of
Liberty Holdings Limited have been prepared in accordance with
and containing information required by International Financial
Reporting Standards (IFRS) including IAS 34 Interim Financial
Reporting, the SAICA Financial Reporting Guides as issued
by the Accounting Practices Committee, Financial Reporting
Pronouncements as issued by the Financial Reporting Standards
Council, the Listings Requirements of the JSE Limited and comply
with the South African Companies Act No. 71 of 2008.

The financial statements have been prepared in compliance with
IFRS and interpretations for year ends commencing on or after
1 January 2013. The accounting policies are consistent with those
adopted in the previous year except for significant changes as
detailed below.

Mandatory changes in accounting policies resulting from
the adoption of new and revised IFRS with retrospective
application

Refer to the appendix for details of the required restatements
to the previously reported statements of financial position at
1 January 2012 and 31 December 2012 and the statement of
comprehensive income for the year ended 31 December 2012.
The group's summary statement of cash flows have been restated
for the increase in cash and cash equivalents resulting from the
consolidation of additional mutual funds and the corresponding
flows from investing activities. The summary segment information
has been restated in line with the changes to the statements of
comprehensive income.

IFRS 10 Consolidated Financial Statements, IFRS 11 Joint
Arrangements, IAS 27 (Revised) Separate Financial Statements,
IAS 28 (Revised) Investments in Associates and Joint Ventures and
IFRS 12 Disclosures of Interests in Other Entities
The group has compulsorily adopted the control suite of standards
and revisions which deal with the accounting treatment for the
group's involvement in investments in entities for which the group
is assessed to have more than an insignificant influence as well
as IFRS 12 Disclosures of Interests in Other Entities. These have
resulted in changes in accounting policies effective for the year
commencing 1 January 2013 and have been applied retrospectively
in line with the transitional requirements. The group consequently
re-examined the combined impact of these standards on all of its
investments and certain reclassifications of investments in mutual
funds were required. There have been no reclassifications of
investments in other types of entities.

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

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

The revised IAS 28 Investments in Associates and Joint Ventures
allows entities to apply the measurement exemption for interests
in joint ventures which are held indirectly by investment-linked
insurance funds to be designated on initial recognition as at fair
value through profit or loss.

Liberty elected to apply this exemption to the measurement of its
interest in the joint venture, The Cullinan Hotel (Pty) Limited, on
adoption of the revised standard, which resulted in a change in
accounting policy. As the fair value equated to the carrying value
of the investment in the joint venture including equity accounted
earnings, there was no resultant change to the group's total
earnings, comprehensive income, shareholders' funds or net asset
value.

IFRS 12 Disclosures of Interests in Other Entities mandates the
disclosure requirements related to subsidiaries, associates, joint
arrangements and unconsolidated structured entities and is
applicable retrospectively. There was no impact on net earnings or
earnings per share as a result of the adoption of IFRS 12.

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

Mandatory changes in accounting policy resulting from the
adoption of new IFRS with prospective application
IFRS 13 Fair Value Measurement
The group has adopted IFRS 13 Fair Value Measurement which is
effective for years commencing 1 January 2013. IFRS 13 defines
fair value and describes in a single standard a framework for
measuring fair value. IFRS 13 defines fair value on the basis of
an exit price notion which results in a market-based, rather
than entity-specific measurement. The standard introduces
enhanced disclosure requirements, amongst others the inclusion
of all assets and liabilities measured at fair value in a fair value
hierarchy table (previously this was limited to financial assets and
liabilities). There were no significant measurement changes to
the valuations of any assets or liabilities as a consequence of the
adoption of IFRS 13.

Voluntary adoption of new accounting policy
During the year under review, the group has entered into certain
agreements of sale and repurchase of financial instruments as part
of the group's asset/liability matching processes. This necessitated
the adoption of a new accounting policy as follows:

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

The difference between the repurchase and sales price is treated
as interest and amortised over the life of the reverse repurchase
agreement using the effective interest method and disclosed as
finance costs in the statement of comprehensive income. The
transactions entered into during 2013 have been accounted for in
compliance with this new accounting policy.

Directors' responsibility
The summary group financial statements included in this
announcement are the full responsibility of the directors. The
directors confirm that the financial information has been correctly
extracted from the underlying audited consolidated group annual
financial statements which are available for inspection at the
company’s registered office on request.

Audit opinion
These summary consolidated financial statements for
the year ended 31 December 2013 have been audited by
PricewaterhouseCoopers Inc., who expressed an unmodified
opinion thereon. The auditor also expressed an unmodified
opinion on the annual financial statements and group equity
value report for the year ended 31 December 2013, from which
these summary consolidated financial statements were derived.

A copy of the auditor's report on the summary consolidated
financial statements and of the auditor's report on the annual
consolidated financial statements are available for inspection
at the company's registered office, together with the financial
statements identified in the respective auditor's reports.

Definitions
BEE normalised: headline earnings per share, return on
equity, group equity value per share and return on group
equity value

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

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

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

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

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

FCTR
Foreign Currency Translation Reserve.

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

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

Consolidated statement of financial position
as at 31 December 2013

                                                                                            Restated     Restated
                                                                            31 December  31 December    1 January
                                                                                   2013         2012         2012
Audited                                                                              Rm           Rm           Rm
Assets
Equipment and owner-occupied properties under development                         1 114          952          897
Owner-occupied properties                                                         1 410        1 378        1 598
Investment properties                                                            27 299       24 133       23 470
Intangible assets                                                                   475          759          933
Defined benefit pension fund employer surplus                                       210          186          199
Deferred acquisition costs                                                          527          449          403
Interests in joint ventures                                                         404          378          626
Reinsurance assets                                                                1 609        1 170        1 104
Long-term insurance                                                               1 161          978          902
Short-term insurance                                                                448          192          202
Operating leases – accrued income                                                 1 315        1 277        1 085
Pledged assets held at fair value through profit or loss                          1 348
Assets held for trading                                                           6 387        6 910        3 790
Interests in associates – equity accounted                                           72           72
Interests in associates – measured at fair value                                 15 361       14 359       11 717
Financial investments                                                           279 043      242 015      208 696
Deferred taxation                                                                   354          253          183
Prepayments, insurance and other receivables                                      3 841        3 628        2 656
Cash and cash equivalents                                                         9 870       10 418       12 432
Total assets                                                                    350 639      308 337      269 789
Liabilities
Long-term policyholder liabilities                                              263 944      236 684      208 565
Insurance contracts                                                             180 742      164 666      145 558
Investment contracts with discretionary participation features                    9 056        3 855        3 447
Financial liabilities under investment contracts                                 74 146       68 163       59 560
Short-term insurance liabilities                                                    846          525          466
Financial liabilities at amortised cost                                           3 167        2 177        2 195
Third party financial liabilities arising on consolidation of mutual funds       39 983       30 015       27 717
Employee benefits                                                                 1 344        1 198        1 082
Deferred revenue                                                                    194          174          159
Deferred taxation                                                                 3 586        2 715        2 819
Deemed disposal taxation liability                                                  544          918
Provisions                                                                          195          338          371
Operating leases – accrued expense                                                                30           93
Derivative liabilities                                                            4 860        6 098        3 113
Insurance and other payables                                                      9 716        8 230        6 312
Current taxation                                                                    904          724          614
Total liabilities                                                               329 283      289 826      253 506
Equity
Ordinary shareholders' interests                                                 17 654       15 410       13 211
Share capital                                                                        26           26           26
Share premium                                                                     5 985        6 078        6 133
Retained surplus                                                                 12 454       10 332        7 683
Other reserves                                                                    (811)      (1 026)        (631)
Non-controlling interests                                                         3 702        3 101        3 072
Total equity                                                                     21 356       18 511       16 283
Total equity and liabilities                                                    350 639      308 337      269 789

Consolidated statement of comprehensive income
for the year ended 31 December 2013

                                                                                                                                                                  Restated
                                                                                                                                               2013                   2012
Audited                                                                                                                                          Rm                     Rm
Revenue
Insurance premiums                                                                                                                           35 782                 30 720
Reinsurance premiums                                                                                                                        (1 316)                (1 089)
Net insurance premiums                                                                                                                       34 466                 29 631
Service fee income from investment contracts                                                                                                    900                    881
Investment income                                                                                                                            13 220                 13 606
Hotel operations sales                                                                                                                          809                    720
Investment gains                                                                                                                             33 554                 31 108
Fee revenue and reinsurance commission                                                                                                        2 324                  1 800
Total revenue                                                                                                                                85 273                 77 746
Claims and policyholder benefits under insurance contracts                                                                                 (25 904)               (25 004)
Insurance claims recovered from reinsurers                                                                                                    1 357                    672
Change in long-term policyholder liabilities                                                                                               (20 698)               (19 532)
Insurance contracts                                                                                                                        (15 937)               (19 228)
Investment contracts with discretionary participation features                                                                              (4 941)                  (380)
Applicable to reinsurers                                                                                                                        180                     76
Fair value adjustment to policyholder liabilities under investment contracts                                                               (10 135)               (10 035)
Fair value adjustment on third party mutual fund interests                                                                                  (7 832)                (4 748)
Acquisition costs                                                                                                                           (4 233)                (3 818)
General marketing and administration expenses                                                                                               (9 079)                (7 573)
Finance costs                                                                                                                                 (327)                  (243)
Profit share allocations under bancassurance and other agreements                                                                             (984)                  (800)
Profit on sale of joint venture                                                                                                                                        135
Equity accounted earnings from joint ventures                                                                                                                            3
Profit before taxation                                                                                                                        7 438                  6 803
Taxation                                                                                                                                    (2 968)                (2 685)
Total earnings                                                                                                                                4 470                  4 118
Other comprehensive income                                                                                                                       88                     90
Items that may be reclassified subsequently to profit or loss                                                                                    56                      5
Net change in fair value on cash flow hedges                                                                                                  (183)                   (29)
Income and capital gains tax relating to net change in fair value on cash flow hedges                                                            53                      8
Foreign currency translation                                                                                                                    186                     26
Items that may not be reclassified to profit or loss                                                                                             32                     85
Owner-occupied properties – fair value adjustment                                                                                                28                  (192)
Income and capital gains tax relating to owner-occupied properties fair value adjustment                                                       (10)                     66
Change in long-term policyholder insurance liabilities (application of shadow accounting)                                                      (22)                    131
Actuarial gains on post-retirement medical aid liability                                                                                         24                    127
Income tax relating to post-retirement medical aid liability                                                                                    (7)                   (36)
Net adjustments to defined benefit pension fund(1)                                                                                               26                   (15)
Income tax relating to defined benefit pension fund                                                                                             (7)                      4

Total comprehensive income                                                                                                                    4 558                  4 208
Total earnings attributable to:
Ordinary shareholders' interests                                                                                                              3 908                  3 699
Non-controlling interests                                                                                                                       562                    419
                                                                                                                                              4 470                  4 118
Total comprehensive income attributable to:
Ordinary shareholders' interests                                                                                                              3 936                  3 780
Non-controlling interests                                                                                                                       622                    428
                                                                                                                                              4 558                  4 208
Basic and fully diluted earnings per share                                                                                                    Cents                  Cents
Basic earnings per share                                                                                                                    1 517,9                1 433,6
Fully diluted basic earnings per share                                                                                                      1 393,4                1 341,7

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

Headline earnings and earnings per share
for the year ended 31 December 2013

                                                                                                Restated
                                                                                         2013       2012
Audited                                                                                    Rm         Rm

Reconciliation of total earnings to headline earnings attributable to equity holders
Total earnings attributable to equity holders                                           3 908      3 699
 Preference share dividend                                                                (2)        (2)

Basic earnings attributable to ordinary shareholders                                    3 906      3 697
 Profit on sale of joint venture                                                                   (117)
 Derecognition and impairment of intangible assets                                        126         44
 FCTR recycled through profit or loss                                                    (18)          2

Headline earnings attributable to ordinary shareholders                                 4 014      3 626
 Net income earned on BEE preference shares                                                62         62

BEE normalised headline earnings attributable to ordinary shareholders                  4 076      3 688
 

Earnings per share                                                                      Cents      Cents
Total earnings attributable to ordinary shareholders
 Basic                                                                                1 517,9    1 433,6
Headline                                                                              1 559,8    1 406,0
 BEE normalised headline                                                              1 439,6    1 300,1

Fully diluted earnings attributable to ordinary shareholders
 Basic                                                                                1 393,4    1 341,7
 Headline                                                                             1 431,9    1 316,0

Summary statement of changes in shareholders' funds
for the year ended 31 December 2013

                                                                    2013       2012
Audited                                                               Rm         Rm

Balance of ordinary shareholders' interests at 1 January          15 410     13 211
Ordinary dividends                                               (1 566)    (1 396)
Special dividend                                                   (371)
Total comprehensive income                                         3 936      3 780
Share buy-backs net of share subscriptions                          (15)      (389)
Black Economic Empowerment transaction                               171        126
Share-based payments                                                 109         78
Preference dividends                                                 (2)        (2)
FCTR recycled through profit or loss                                (18)          2

Ordinary shareholders' interests                                  17 654     15 410

Balance of non-controlling interests at 1 January                  3 101      3 072
Total comprehensive income                                           622        428
Unincorporated property partnerships net distributions               (6)      (182)
Non-controlling share of subsidiary dividend                        (17)       (16)
FCTR recycled through profit or loss                                   2
Acquisition of interest in Total Health Trust Limited                            33
Disposal of Alberton City unincorporated property partnership                 (234)

Non-controlling interests                                          3 702      3 101

Total equity                                                      21 356     18 511


Summary statement of cash flows
for the year ended 31 December 2013

                                                                           Restated
                                                                    2013       2012
Audited                                                               Rm         Rm

Operating activities                                               8 196      4 557
Investing activities                                            (10 014)    (6 203)
Financing activities                                               1 157      (407)

Net decrease in cash and cash equivalents                          (661)    (2 053)
Cash and cash equivalents at the beginning of the year            10 418     12 432
Foreign currency translation                                         113         10
Cash and cash equivalents acquired through business acquisition                  29

Cash and cash equivalents at the end of the period                 9 870     10 418

Summary segment information
for the year ended 31 December 2013

The audited segment results for the year ended 31 December 2013 are as follows:

                                                                                                                                                      
2013                                                                        Short-           Asset                                                       Reporting
                                            Long-term insurance               term         manage-           Health                                        adjust-           IFRS
Rm                                         Retail       Corporate        insurance            ment         services           Other           Total       ments(1)       reported

Total revenue                              66 124          17 319            1 076           3 064              288           1 817          89 688        (4 415)         85 273

Profit/(loss) before taxation               5 161             298              116             926            (274)             653           6 880            558          7 438
Taxation                                  (2 585)            (78)             (51)           (258)               46            (42)         (2 968)                       (2 968)

Total earnings/(loss)                       2 576             220               65             668            (228)             611           3 912            558          4 470
Other comprehensive
(loss)/income                                (44)               2               57              28                               45              88                            88

Total comprehensive
income/(loss)                               2 532             222              122             696            (228)             656           4 000            558          4 558
Attributable to:
Non-controlling interests                    (46)            (17)             (52)             (9)               57               3            (64)          (558)          (622)

Equity holders                              2 486             205               70             687            (171)             659           3 936                         3 936

Reconciliation of total
earnings/(loss) to headline
earnings/(loss) attributable
to equity holders
Total earnings/(loss)                       2 576             220               65             668            (228)             611           3 912            558          4 470
Attributable (to)/from
non-controlling interests                    (14)            (17)             (25)             (8)               57               3             (4)          (558)          (562)
Preference share dividend                                                                                                       (2)             (2)                           (2)
Intangible assets
impairment                                     27                                                                99                             126                           126
FCTR recycled through
profit or loss                                                                                                    6            (24)            (18)                          (18)

Headline earnings/(loss)                    2 589             203               40             660             (66)             588           4 014                         4 014
Net income earned
on BEE preference shares                                                                                                         62              62                            62

BEE normalised headline
earnings/(loss)                             2 589             203               40             660             (66)             650           4 076                         4 076

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

The audited segment results for the year ended 31 December 2012 are as follows:

                                                           Short-      Asset                                  Reporting
Restated                           Long-term insurance       term    manage-      Health                        adjust-       IFRS
Rm                                 Retail    Corporate  insurance       ment    services     Other     Total   ments(1)   reported

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

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

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

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

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

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

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

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

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

Group equity value report

1.Introduction
  Liberty presents a "group equity value" report to reflect the combined value of the various components of Liberty's businesses.
  Section 2 below describes the valuation bases used for each reported component. It should be noted the group equity value
  is presented to provide additional information to shareholders to assess performance of the group. The total equity value is
  not intended to be a fair value calculation of the group but should provide indicative information of the inherent value of the
  component parts.

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

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

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

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

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

    Liberty Africa       Liberty Africa Insurance is an emerging cluster of both long and short-term insurance businesses
    Insurance            located in various African countries outside of South Africa. A combination of valuation techniques
                         including embedded value, discounted cash flow and earnings multiples have been applied to
                         value these businesses. The combined value of this cluster is not material relative to the other
                         components of group equity value and therefore a detailed analysis of this valuation has not been
                         presented. At 31 December 2013 the combined valuations approximated the group's IFRS net asset
                         value. Therefore the IFRS net asset value was used.

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

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

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

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

                                                                                                                    Value of
                                                                                                                   in-force:
Audited                                                           SA      Other        Group                              SA
2013                                                         covered      busi-        funds     Adjust-      Net    covered
Rm                                                          business     nesses     invested       ments    worth   business      Total
SA insurance operations                                       10 775                  10 775     (5 350)    5 425     21 637     27 062
 Retail segment                                                                                                       19 830
 Corporate                                                                                                             1 807
Value of in-force acquired                                       150                     150       (150)
Working capital and other assets                               4 145                   4 145       (381)    3 764                 3 764
South African insurance operations                            15 070                  15 070     (5 881)    9 189     21 637     30 826
Other group businesses:
STANLIB                                                                     570          570       5 080    5 650                 5 650
 South Africa                                                               396          396       4 854    5 250                 5 250
 Other Africa                                                               174          174         226      400                   400
Liberty Properties                                                           50           50         350      400                   400
Liberty Health (including Total Health Trust)                                87           87        (87)
Liberty Africa Insurance                                                    488          488                  488                   488
LibFin Credit                                                                                        650      650                   650
Liberty Holdings                                                          1 389        1 389        (47)    1 342                 1 342
Cost of required capital                                                                                             (1 566)    (1 566)
Net equity as reported under IFRS                         15 070(1)       2 584       17 654          65   17 719     20 071     37 790
BEE preference funding                                          905                      905                  905                   905
Allowance for future shareholders costs                                   (247)        (247)                (247)    (1 970)    (2 217)
Allowance for employee share
options/rights                                                (236)       (175)        (411)                (411)                 (411)
BEE normalised equity value                                  15 739       2 162       17 901          65   17 966     18 101     36 067
Summary of adjustments:
Negative rand reserves                                      (5 350)                  (5 350)
Deferred acquisition costs                                    (513)                    (513)
Deferred revenue liability                                      185                      185
Internally generated software                                  (53)          53
Carrying value of in-force business acquired                  (150)                    (150)
Fair value adjustment of
non SA covered business                                                   5 993        5 993
Liberty Health loan impairment                                            (100)        (100)
                                                            (5 881)       5 946           65
(1)Reconciliation to SA covered business net worth
   as per analysis in supplementary information
   Net equity of SA covered business as reported under IFRS  15 070
   Adjustments as above                                     (5 881)
   Allowance for employee share options/rights                (236)
   BEE preference share funding                                 905

Net worth as reported in supplementary information            9 858
                                                                                                                    Value of
                                                                                                                   in-force:
Audited                                                        SA          Other      Group                               SA
2012                                                      covered          busi-      funds    Adjust-         Net   covered
Rm                                                       business         nesses   invested      ments       worth  business       Total
SA insurance operations                                     9 424                     9 424    (4 796)       4 628    20 268      24 896
  Retail segment                                                                                                      18 589
 Corporate                                                                                                             1 679
Value of in-force acquired                                    230                       230      (230)
Working capital and other assets                            3 535                     3 535      (416)       3 119                 3 119
South African insurance operations                         13 189                    13 189    (5 442)       7 747    20 268      28 015
Other group businesses:
STANLIB                                                                      359        359      4 588       4 947                 4 947
  South Africa                                                               262        262      4 438       4 700                 4 700
  Other Africa                                                                97         97        150         247                   247
Liberty Properties                                                            45         45        355         400                   400
Liberty Health (including Total Health Trust)                  41            186        227                    227                   227
Liberty Africa Insurance                                       40            336        376                    376        33         409
LibFin Credit                                                                                      500         500                   500
Liberty Holdings                                                           1 214      1 214         37       1 251                 1 251
Cost of required capital                                                                                             (1 477)     (1 477)
Net equity as reported under IFRS                       13 270(1)          2 140     15 410         38      15 448    18 824      34 272
BEE preference funding                                      1 012                     1 012                  1 012                 1 012
Allowance for future shareholders costs                                    (236)      (236)                  (236)   (1 785)     (2 021)
Allowance for employee share
options/rights                                              (305)          (218)      (523)                  (523)                 (523)
BEE normalised equity value                                13 977          1 686     15 663         38      15 701    17 039      32 740
Summary of adjustments:
Negative rand reserves                                    (4 796)                   (4 796)
Deferred acquisition costs                                  (439)                     (439)
Deferred revenue liability                                    165                       165
Internally generated software                                (37)             37
Carrying value of in-force business acquired                (230)                     (230)
Fair value adjustment of
non SA covered business                                     (100)          5 443      5 343
Impact of discounting on deferred tax asset                   (5)                       (5)
                                                          (5 442)          5 480         38
(1)Reconciliation to SA covered business net worth
   as per analysis in supplementary information.

Net equity of SA covered business as reported under IFRS   13 270
Adjustments as above                                      (5 442)
Allowance for employee share options/rights                 (305)
BEE preference share funding                                1 012

Net worth as reported in supplementary information          8 535

3.2 BEE normalised group equity value earnings and value per share
                                                                     2013                            2012
                                                             SA     Other                    SA     Other
    Audited                                             covered     busi-               covered     busi-
    Rm                                                 business    nesses       Total  business    nesses      Total
    BEE normalised equity value at the end of the year   27 959     8 108      36 067    25 574     7 166     32 740
    Equity value at the end of the year                  27 054     8 108      35 162    24 562     7 166     31 728
    BEE preference shares                                   905                   905     1 012                1 012
    Adjustments from group restructure                      (6)         6
    Capital transactions                                               15          15                 389        389
    Funding of restricted share plan                         87      (87)                    87      (87)
    Intergroup dividends                                  1 653   (1 653)                 1 701   (1 701)
    Dividends paid                                                  1 939       1 939               1 396      1 396
    BEE normalised equity value at the beginning
    of the year                                        (25 574)   (7 166)    (32 740)  (23 185)   (5 454)   (28 639)
    Equity value at the beginning of the year          (24 562)   (7 166)    (31 728)  (22 110)   (5 454)   (27 564)
    BEE preference shares                               (1 012)               (1 012)   (1 075)              (1 075)

    BEE normalised equity value earnings                  4 119     1 162       5 281     4 177     1 709      5 886
    BEE normalised return on group equity value           16,2%     16,1%       16,1%     18,1%     33,7%      20,8%
    BEE normalised number of shares (000's)                                   286 057                        283 635
    Number of shares in issue (000's)                                         257 801                        256 440
    Shares held for the employee restricted share
    scheme (000's)                                                              2 460                          1 399
    Adjustment for BEE shares (000's)                                          25 796                         25 796
    BEE normalised group equity value per
    share (rand)                                                               126,08                         115,43

3.3 Sources of BEE normalised group equity value earnings
                                                                       2013                          2012
                                                               SA     Other                  SA     Other
    Audited                                               covered     busi-             covered     busi-
    Rm                                                   business    nesses     Total  business    nesses      Total
    Value of new business written in the year                 806        33       839       660        31        691
    Expected return on value of in-force business           1 843               1 843     1 763                1 763
    Variances/changes in operating assumptions               (14)      (53)      (67)        37     (149)      (112)
    Operating experience variances (including incentive
    outperformance)                                           249      (15)      234        131      (42)         89
    Operating assumption changes                             (59)      (38)      (97)       272     (107)        165
    Changes in modelling methodology                        (204)               (204)     (366)                (366)
    Headline earnings of other businesses                    (48)       664       616      (45)       547        502
    Operational equity value profits                        2 587       644     3 231     2 415       429      2 844
    Non headline earnings adjustments                                 (126)     (126)       (2)        73         71
    Development costs                                        (53)      (29)      (82)      (78)                 (78)
    Investment return on net worth                          1 089       182     1 271       760       120        880
    Investment variances                                    1 030               1 030       700                  700
    Change in economic assumptions                          (603)               (603)       507                  507
    Increase in fair value adjustments on value of other
    businesses                                                          484       484               1 163      1 163
    Change in allowance for share options/rights               69         7        76     (125)      (76)      (201)
    Group equity value earnings                             4 119     1 162     5 281     4 177     1 709      5 886

3.4 Analysis of value of long-term insurance, new business and margins
    Audited
    Rm                                                                      2013      2012

    South African covered business:
    Retail segment                                                         1 580     1 420

      Traditional Life                                                     1 387     1 208
      Direct channel                                                          91        84
      Credit Life                                                            102       128

    Corporate                                                                141       110

    Gross value of new business                                            1 721     1 530
    Overhead acquisition costs impact on value of new business             (833)     (782)
    Cost of required capital                                                (82)      (88)

    Net value of South African covered new business                          806       660

    South African life licences                                              806       655
    Liberty Africa Insurance subsidiaries                                                5

    Present value of future expected premiums                             37 753    33 510
    Margin                                                                  2,1%      2,0%

    Liberty Africa Insurance:
    Net value of new business                                                 33        31
    Present value of future expected premiums                                362       311
    Margin                                                                  9,1%     10,0%

    Total group net value of new business                                    839       691
    Total group margin                                                      2,2%      2,0%

Long-term insurance new business
for the year ended 31 December 2013
                                                                           2013     2012
Unaudited                                                                    Rm       Rm

Sources of insurance operations total new business by customer segment
  Retail segment                                                         22 505   18 990

  Single                                                                 18 270   15 105
  Recurring                                                               4 235    3 885

 Institutional segment                                                    2 816    1 500

  Single                                                                  2 144      934
  Recurring                                                                 672      566

Total new business                                                       25 321   20 490

Single                                                                   20 414   16 039
Recurring                                                                 4 907    4 451

Sources of insurance indexed new business                                 6 947    6 055

Retail                                                                    6 000    5 305
Corporate                                                                   789      612
Liberty Africa Insurance (1)                                                158      138

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

Long-term insurance net cash flows
for the year ended 31 December 2013
                                                                                      2013       2012
Audited                                                                                 Rm         Rm

Premiums
Recurring                                                                           24 936     23 627

  Retail                                                                            17 544     16 498
  Corporate                                                                          7 392      7 129

Single                                                                              21 979     16 972

  Retail                                                                            11 463      9 519
  Corporate                                                                          3 798      2 035
  Immediate annuities                                                                6 718      5 418

Net premium income from insurance contracts and inflows from investment contracts   46 915     40 599

Claims and policyholders benefits
Retail                                                                             (29 378)   (25 149)

  Death and disability claims                                                       (4 879)    (4 557)
  Policy surrender and maturity claims                                             (20 374)   (16 783)
  Annuity payments                                                                  (4 125)    (3 809)

Corporate                                                                          (11 221)   (10 878)

  Death and disability claims                                                       (1 859)    (1 714)
  Scheme terminations and member withdrawals                                        (9 007)    (8 882)
  Annuity payments                                                                    (355)      (282)

Net claims and policyholders benefits                                              (40 599)   (36 027)

Long-term insurance net cash flows                                                   6 316       4 572
Sources of insurance operations cash flows by business unit:

 Retail                                                                               6 111      6 058
 Corporate                                                                             (83)    (2 048)
  STANLIB Multi-Manager                                                                (37)        253
  Liberty Africa Insurance(1)                                                           325        309

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

Assets under management(1)
as at 31 December 2013
                                  2013   2012
Unaudited                          Rbn    Rbn

Managed by group business units    586    505

    STANLIB South Africa           507    437
    STANLIB Other Africa(2)         38     36
    LibFin                          36     27
    Other internal managers          5      5

Externally managed                  25     23

Total assets under management      611    528

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

Asset management net cash flows – STANLIB
for the year ended 31 December 2013
                                              2013      2012
Unaudited                                      Rm        Rm

South Africa
Non-money market                            19 433    16 520

 Retail                                     17 584    17 511
 Institutional                               1 849     (991)

Money market                                 2 229     3 792

 Retail                                    (1 689)   (1 778)
 Institutional                               3 918     5 570

Net South Africa cash inflows(1)            21 662    20 312

Other Africa
Non-money market                           (5 906)   (4 776)

 Retail                                      1 539       990
 Institutional                             (7 445)   (5 766)

Money market                                  (31)   (1 209)

Net other Africa cash outflows(1)(2)       (5 937)   (5 985)

Net cash inflows from asset management      15 725    14 327

(1) STANLIB and Liberty Africa cash flows exclude intergroup life funds.
(2) Liberty owns less than 100% of the various entities that make up Liberty Africa. The information is recorded at 100% and is not adjusted for proportional legal ownership.

Short-term insurance net cash flows
for the year ended 31 December 2013
                                                                   2013    2012
Audited                                                              Rm      Rm

Premiums                                                            930     756

  Liberty Health            – medical risk                          640     496
  Liberty Africa Insurance  – motor, property, medical and other    290     260

Claims                                                             (559)   (427)

  Liberty Health             – medical risk                        (438)   (318)
  Liberty Africa Insurance   – motor, property, medical and other  (121)   (109)

Net cash inflows from short-term insurance                          371     329

Claims loss ratio (%)
Liberty Health                                                       68      64
Liberty Africa Insurance                                             42      42

Combined loss ratio (%)
Liberty Health                                                      100     101
Liberty Africa Insurance                                             98      94

Capital commitments
as at 31 December 2013
                                                    2013    2012
Audited                                               Rm      Rm

Equipment                                            563     551
Investment and owner-occupied property             3 544   1 937

Total capital commitments                          4 107   2 488

  Under contracts                                    435     838
  Authorised by the directors but not contracted   3 672   1 650

The group's share of commitments of joint ventures amounts to R9 million (31 December 2012: R4 million) and is to be financed by the
existing facilities in the joint venture operations.

The above 2013 capital commitments will be financed by available bank facilities, existing cash resources, internally generated funds and
R218 million (31 December 2012: R198 million) from non-controlling interests in unincorporated property partnerships.

Retirement benefit obligations
as at 31 December 2013

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

As at 31 December 2013, the Liberty post-retirement medical aid benefit liability was R375 million (31 December 2012: R371 million).

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

Related parties
for the year ended 31 December 2013

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

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

1)  Summary of movement in investment in ordinary shares held by the group in the group's holding company is
    as follows:
                                        Fair
                              Number   value   Ownership
                                '000      Rm           %

Standard Bank Group Limited
Balance at 1 January 2013      7 749     922        0,49
Purchases                      3 202     380
Sales                        (3 889)   (460)
Fair value adjustments                    72

Balance at 31 December 2013    7 062     914        0,44

2)  Bancassurance
    The Liberty group has extended the joint venture bancassurance agreements with the Standard Bank group for the manufacture, sale
    and promotion of insurance, investment and health products through the Standard Bank's African distribution capability. New business
    premium income in respect of this business in 2013 amounted to R7 630 million (2012: R5 984 million). In terms of the agreements,
    Liberty's group subsidiaries pay joint venture profit shares to various Standard Bank operations. The amounts to be paid are in most
    cases dependent on source and type of business and are paid along geographical lines. The total combined net profit share amounts
    accrued as payable to the Standard Bank group for the year to 31 December 2013 is R868 million (2012: R775 million).

    The bancassurance agreements are evergreen agreements with a 24-month notice period for termination, but neither party could
    have given notice of termination until February 2014. As at the date of the approval of the integrated annual report, neither party had
    given notice.

    A binder agreement has been entered into with Standard Bank effective from 31 December 2012. The binder agreement is associated
    with the administration of policies sold under the bancassurance agreement, and shall remain in force for an indefinite period with a 90
    day notice period for termination. Fees accrued for the year to 31 December 2013 is R94 million.

    In December 2013 Liberty Group Limited, a 100% held subsidiary of Liberty, issued 5 000 cumulative, participating, non-controlling
    redeemable preference shares for a total value of R5 million to The Standard Bank of South Africa Limited in order to facilitate the
    payment of profit shares under the bancassurance agreement. This followed the discontinuance of business in Liberty Active Limited,
    which previously was contracted to make payment.

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

    A total of R7,5 billion in assets have been traded with Standard Bank under a repurchase agreement with various repurchase dates to
    13 January 2014 (at 31 December 2013 open contracts totalled R1,1 billion). Finance costs recognised in respect of these agreements as
    at 31 December 2013 was R52 million, with total finance costs over the term of the various agreements totalling R54 million.

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

Financial instruments measurement

Financial instruments measurement analysis and fair value hierarchy
as at 31 December 2013
                                                               Measurement basis                            Fair value hierarchy
Audited                                                              Financial
Designation per Financial Position                   Amortised       soundness                            Provided          Not
Statement                                              cost(1)        value(2)  Fair value        Total      below  provided(3)
                                                            Rm              Rm          Rm           Rm         Rm           Rm

Assets
Pledged assets                                                                       1 348        1 348      1 348
Derivative assets                                                                    6 387        6 387      4 956        1 431
Interest in joint ventures – measured at fair value                                    400          400        400
Interest in associates – measured at fair value                                     15 361       15 361     15 361
Financial instruments                                     1 214                    277 829      279 043    277 829
Prepayments, insurance and other receivables                                         3 841        3 841                   3 841
Cash and cash equivalents                                                            9 870        9 870                   9 870
Properties (investment and owner-occupied)                                          30 024       30 024     30 024

Total financial instrument assets                         1 214                    345 060      346 274    329 918       15 142

Fair value of amortised cost assets                       1 091

Liabilities
Investment contracts with discretionary
participation features                                                   9 056                    9 056
Financial liabilities under investment contracts                                    74 146       74 146     74 146
Financial liabilities at amortised cost                   3 167                                   3 167
Third party financial liabilities arising on
consolidation of mutual funds                                                       39 983       39 983     39 983
Derivative liabilities                                                               4 860        4 860      4 860
Insurance and other payables                                                         9 716        9 716                   9 716

Total financial instrument liabilities                    3 167          9 056     128 705      140 928    118 989        9 716

Fair value of amortised cost liabilities                  3 110

(1) Amortised cost
    The R1 214 million financial instrument asset relates to policyholder loans. The fair value has been determined by utilising a discounted cash flow model utilising discount
    rates ranging between 11,0% and 18,9%. The financial liabilities comprise subordinated bonds of R3 069 million, non-controlling interests loan of R93 million and redeemable
    preference shares of R5 million. The fair value of these liabilities is R3 013 million, R92 million and R5 million respectively, using discount rates ranging between 7,2% and 8,3%.
(2) Financial soundness value
    The financial soundness valuation methodology is described in SAP 104 issued by the Actuarial Society of South Africa. With regards to investment contracts with discretionary
    participation features, the group cannot reliably measure the fair value of the investment contracts with discretionary participation features (DPF). The DPF is a contractual
    right that gives investors in these contracts the rights to receive supplementary discretionary returns through participation in the surplus arising from the assets held in the
    investment DPF fund. These supplementary returns are subject to the discretion of the group. Given the discretionary nature of these investments returns and the absence
    of an exchange market in these contracts, there is no generally recognised methodology available to determine fair value. These instruments are issued by the group and the
    intention is to hold the instruments to full contract term.
(3) Fair value hierarchy not provided
    The fair value of prepayments, insurance and other receivables, cash and cash equivalents and insurance and other payables approximate their carrying value and are not
    included in the hierarchy table as their settlement terms are short-term and therefore, from a materiality perspective, fair values are not required to be modelled.

Fair value hierarchy of instruments measured at fair value
as at 31 December 2013
The information below analyses assets and liabilities which are carried at fair value at each reporting period, by level of hierarchy as
required by IFRS 7 and IFRS 13. The different levels in the hierarchy are defined below:

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

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

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

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

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

Audited
Rm                                                              Level 1     Level 2  Level 3       Total
2013
Equity instruments                                              111 639           6      728     112 373
    Listed ordinary shares on the JSE                            78 702                           78 702
    Foreign equities listed on an exchange other than the JSE    32 937                           32 937
    Unlisted equities                                                             6      328         334
    Interest in joint ventures –measured at fair value                                   400         400
Debt instruments                                                 65 527      21 218      238      86 983
  Preference shares listed on the JSE or foreign exchanges        1 928                            1 928
  Unlisted preference shares                                                  1 012      238       1 250
  Listed term deposits(1) on BESA, JSE or foreign exchanges      63 599       2 830               66 429
  Unlisted term deposits(1)                                                  17 376               17 376
Mutual funds(2)                                                     249      68 731      246      69 226
  Active market                                                     249      66 555               66 804
 Property                                                                     1 747                1 747
 Equity                                                             249      20 257               20 506
  Interest-bearing instruments                                               14 551               14 551
 Mixed                                                                       30 000               30 000
  Non-active market                                                           2 176      246       2 422
 Equity                                                                       2 176       90       2 266
 Mixed                                                                                   156         156

Investment policies                                                          26 356               26 356
Derivatives                                                                   4 956                4 956
 Equity                                                                       1 227                1 227
  Foreign exchange                                                               17                   17
  Interest rate                                                               3 712                3 712
Properties (investment and owner-occupied)                                             30 024     30 024
Assets subject to fair value hierarchy analysis                 177 415     121 267    31 236    329 918
Comprising:
Held-for-trading                                                              4 956                4 956
Designated as at fair value through profit or loss              177 415     116 311     1 212    294 938
Properties measured at fair value                                                      30 024     30 024
Total assets carried at fair value                              177 415     121 267    31 236    329 918

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

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

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

                                                                                2013
Audited                                                                           Rm
Liabilities
Long-term investment contract liabilities                                     74 146
Third party financial liabilities arising on consolidation of mutual funds    39 983
Derivatives                                                                    4 860
Total financial instrument liabilities carried at fair value                 118 989
Comprising:
Held-for-trading                                                               4 860
Fair value through profit or loss                                            114 129
Total financial instrument liabilities carried at fair value                 118 989

There were no transfers between levels 1, 2 and 3 during the period.

Reconciliation of level 3 assets
The table below analyses the movement of level 3 assets (investment and owner-occupied property and financial instruments)
for the year under review:
                                                                                                2013
Audited                                                                                           Rm
Balance at 1 January 2013                                                                     29 791
Fair value adjustment recognised in profit or loss as part of investment gains/(losses) (1)    2 518
Fair value adjustment recognised in other comprehensive income                                    28
Foreign currency translation                                                                      37
Additions                                                                                      1 752
Disposals                                                                                    (2 890)
Balance at 31 December 2013                                                                   31 236

Investment and owner-occupied properties                                                      30 024
Financial instruments       – equity and mutual funds                                            974
                            – debt                                                               238

(1) Included in the fair value adjustment is a R2 409 million unrealised gain.

Investment and owner-occupied property
Investment properties (including owner-occupied properties) fair values were derived by determining sustainable net rental income,
to which an appropriate capitalisation rate is applied. Capitalisation rates are adjusted for occupancy levels, age of the building,
location and expected future benefit of recent alterations.

The capitalisation rates applied at 31 December 2013 range between 7,0% to 11,0%. This compares to the ten year government yield
of 8,14%. The non observable adjustments included in the valuation can therefore be referenced to the variance to the ten year
government rate.

The table below indicates the sensitivity of the aggregate market values for a 0,5% change in the capitalisation rate. It should be
noted that as both the investment and the owner-occupied properties are entirely linked to policyholder benefits and consortium
non-controlling interests there is no impact to group ordinary shareholder comprehensive income or equity for any changes in the
fair value measurement.
                                                         Change in capitalisation rate
Audited                                                            0,5%           0,5%
2013                                                    Rm     increase       decrease
Properties between 7,0 – 9,0% capitalisation rate    22 550      21 083         24 237
Properties between 9,1 – 11,0% capitalisation rate    7 474       7 072          7 919
Total                                                30 024      28 155         32 156

Level 3 – significant fair value model assumptions and sensitivities

Financial instrument assets
Equities and mutual funds R974 million – earnings multiples applied between 7 and 10 times.

Debt instruments R238 million – discount rates applied between 7% and 11%.

Approximately 57% of these assets are allocated to policyholder unit linked portfolios and therefore changes in estimates would be
offset by equal changes in liability values.
The net shareholder exposure is approximately R519 million. Changes to discount rates and implied earnings multiples applied of 50bps
would result in between positive R22 million to negative R20 million after taxation net impact to profit or loss and shareholder funds.

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

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

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

Instrument                          Valuation basis/techniques                                 Main assumptions

Unlisted preference shares          Discounted cash flow model (DCF)                           Bond and interbank swap interest
                                                                                               rate curves
                                                                                               Agreement interest rate curves
                                                                                               Issuer credit ratings
                                                                                               Liquidity spreads

Unlisted term deposits and          DCF                                                        Bond and interbank swap interest
illiquid listed term deposits                                                                  rate curves
                                                                                               Issuer credit ratings
                                                                                               Liquidity spreads

Mutual funds                        Quoted put (exit) price provided by the fund               Price – not applicable
                                    manager                                                    Notice period – bond interest rate curves

Investment policies                 Quoted put/surrender price provided by the issuer,         Price – not applicable
                                    adjusting for any applicable notice periods (DCF)          Bond interest rate curves

Derivative assets and liabilities   Option pricing models                                      Volatility and correlation factors
                                    DCF                                                        Bond and interbank swap interest
                                                                                               rate curves
                                                                                               Forward equity and currency rates
Policyholder investment
contracts liabilities

– unit-linked policies              Current unit price of underlying unitised financial        Not applicable
                                    asset that is linked to the liability, multiplied by the
                                    number of units held

– annuity certains                  DCF                                                        Bond and interbank swap interest
                                                                                               rate curves
                                                                                               Own credit/liquidity

Third party financial liabilities   Quoted put (exit) price provided by the fund               Not applicable
arising on the consolidation of     manager
mutual funds

Valuation techniques used in determining the fair value of assets and liabilities classified within level 3

Instrument                      Valuation basis/techniques         Main assumptions

Investment and owner-occupied   DCF                                Capitalisation discount rate
properties                                                         Price per square meter
                                                                   Long-term net operating income margin
                                                                   Vacancies
                                                                   Market rental trends (average net rental
                                                                   growth of between 2,3% – 2,5%)
                                                                   Economic outlook
                                                                   Location
                                                                   Hotel income trends/inflation based
                                                                   Hotel occupancy (range between
                                                                   50% – 75%)
                                Sale price (if held for sale)      Not applicable

Unlisted equities, including    DCF/earnings multiple              Cost of capital
joint ventures – measured at                                       Bond and interbank swap interest
fair value                                                         rate curves
                                                                   Consumer price index
                                                                   Gross domestic product
                                                                   If a property investment entity, then
                                                                   assumptions applied are as above
                                                                   under investment and owner-occupied
                                                                   properties
                                Recent arm's length transactions   Not applicable

Unlisted preference shares      DCF                                Bond and interbank swap interest
                                                                   rate curves
                                                                   Agreement interest rate curves
                                                                   Issuer credit ratings
                                                                   Liquidity spreads
                                Recent arm's length transactions   Not applicable
Offsetting
Audited
The group does not have any financial assets or financial liabilities that are currently subject to offsetting in accordance with IAS 32 Financial
Instruments: Presentation.

However of the gross derivatives assets recognised of R6 387 million (2012: R6 910 million) and gross derivative liabilities
R4 860 million (2012: R6 098 million), derivative assets of R6 265 million (2012: R6 910 million) and derivative liabilities of R4 671 million
(2012: R6 098 million) are subject to master netting arrangements, with a net exposure of R1 594 million (2012: R812 million).

Appendix – Restatement of prior period financial statements
Statement of financial position
as at 1 January 2012
                                                                             Reclassifi-
                                                                         As       cation     Restated
                                                                 previously    of mutual    1 January
                                                                   reported     funds(1)         2012
Audited                                                                  Rm           Rm           Rm
Assets
Equipment and owner-occupied properties under development               897                       897
Owner-occupied properties                                             1 598                     1 598
Investment properties                                                23 470                    23 470
Intangible assets                                                       933                       933
Defined benefit pension fund employer surplus                           199                       199
Deferred acquisition costs                                              403                       403
Interests in joint ventures                                             626                       626
Reinsurance assets                                                    1 104                     1 104
Long-term                                                               902                       902
Short-term                                                              202                       202
Operating leases – accrued income                                     1 085                     1 085
Assets held for trading                                               3 790                     3 790
Interest in associates – measured at fair value                      11 697           20       11 717
Financial investments                                               197 959       10 737      208 696
Deferred taxation                                                       183                       183
Prepayments, insurance and other receivables                          2 620           36        2 656
Cash and cash equivalents                                             6 664        5 768       12 432
Total assets                                                        253 228       16 561      269 789
Liabilities
Long-term policyholder liabilities                                  208 565                   208 565
Insurance contracts                                                 145 558                   145 558
Investment contracts with discretionary participation features        3 447                     3 447
Financial liabilities under investment contracts                     59 560                    59 560
Short-term insurance liabilities                                        466                       466
Financial liabilities at amortised cost                               2 195                     2 195
Third party liabilities arising on consolidation of mutual funds     11 164       16 553       27 717
Employee benefits                                                     1 082                     1 082
Deferred revenue                                                        159                       159
Deferred taxation                                                     2 819                     2 819
Provisions                                                              371                       371
Operating leases – accrued expense                                       93                        93
Derivative liabilities                                                3 113                     3 113
Insurance and other payables                                          6 304            8        6 312
Current taxation                                                        614                       614
Total liabilities                                                   236 945       16 561      253 506
Equity
Ordinary shareholders' interests                                     13 211                    13 211
Share capital                                                            26                        26
Share premium                                                         6 133                     6 133
Retained surplus                                                      7 683                     7 683
Other reserves                                                        (631)                     (631)
Non-controlling interests                                             3 072                     3 072
Total equity                                                         16 283                    16 283
Total equity and liabilities                                        253 228       16 561      269 789

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

Statement of financial position (continued)

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

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

Statement of Comprehensive income
for the year ended 31 December 2012       

                                                                                            Reclassifi-                          
                                                                                       As        cation   IAS 19      Restated   
                                                                               previously     of mutual   Amend-   31 December   
                                                                                 reported      funds(1)    ments          2012   
Audited                                                                                Rm            Rm       Rm            Rm   
Revenue                                                                                                                          
Insurance premiums                                                                 30 720                               30 720   
Reinsurance premiums                                                              (1 089)                              (1 089)   
Net insurance premiums                                                             29 631                               29 631   
Service fee income from investment contracts                                          881                                  881   
Investment income                                                                  12 688           948     (30)        13 606   
Hotel operation sales                                                                 720                                  720   
Investment gains                                                                   30 209           899                 31 108   
Fee revenue and reinsurance commission                                              1 877          (77)                  1 800   
Adjustment to defined benefit pension fund employer surplus                          (45)                     45             –   
Total revenue                                                                      75 961         1 770       15        77 746   
Claims and policyholder benefits under insurance contracts                       (25 004)                             (25 004)   
Insurance claims recovered from reinsurers                                            672                                  672   
Change in long-term policyholder liabilities                                     (19 532)                             (19 532)   
Insurance contracts                                                              (19 228)                             (19 228)   
Investment contracts with discretionary participation features                      (380)                                (380)   
Applicable to reinsurers                                                               76                                   76   
Fair value adjustment to policyholder liabilities under investment
contracts                                                                        (10 035)                             (10 035)   
Fair value adjustment on third party mutual fund interests                        (2 979)       (1 769)                (4 748)   
Acquisition costs                                                                 (3 818)                              (3 818)   
General marketing and administration expenses                                     (7 445)           (1)    (127)       (7 573)   
Finance costs                                                                       (243)                                (243)   
Profit share allocations under bancassurance and other agreements                   (800)                                (800)   
Profit on sale of joint venture                                                       135                                  135   
Equity accounted earnings from joint ventures                                           3                                    3   
Profit before taxation                                                              6 915             –    (112)         6 803   
Taxation                                                                          (2 717)                     32       (2 685)   
Total earnings (carried forward)                                                    4 198             –     (80)         4 118   

Appendix – Restatement of prior period financial statements (continued)
Statement of comprehensive income
for the year ended 31 December 2012
                                                                                   Reclassifi-
                                                                                As      cation       IAS 19    Restated
                                                                        previously   of mutual      Amend-  31 December
                                                                          reported    funds(1)       ments         2012
Audited                                                                        Rm           Rm          Rm           Rm

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

Items that may be reclassified subsequently to profit or loss                   5                                     5

Net change in fair value on cash flow hedges                                 (29)                                  (29)
Income and capital gains tax relating to net change in fair value 
on cash flow hedges                                                             8                                    8
Foreign currency translation                                                   26                                   26

Items that may not be reclassified subsequently to profit or loss               5                       80          85

Owner-occupied properties – fair value adjustment                           (192)                                (192)
Income and capital gains tax relating to owner-occupied properties
fair value adjustment                                                          66                                   66
Change in long-term policyholder insurance liabilities (application of
shadow accounting)                                                            131                                  131
Actuarial gains on post-retirement medical aid liability                                               127         127
Income tax relating to post-retirement medical aid liability                                          (36)        (36)
Net adjustments to defined benefit pension fund     (2)
                                                                                                      (15)        (15)
Income tax relating to defined benefit pension fund                                                      4           4

Total comprehensive income                                                  4 208                        –       4 208

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

                                                                            4 198                                4 118
Total comprehensive income attributable to:
Ordinary shareholders' interests                                            3 780                                3 780
Non-controlling interests                                                     428                                  428

                                                                            4 208                                4 208

Basic and fully diluted earnings per share                                  Cents                    Cents       Cents

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

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

Sponsor:
Merrill Lynch South Africa (Pty) Limited



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