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MMI HOLDINGS LIMITED - MMI Holdings unaudited results for the 6 months ended 31 December 2014

Release Date: 04/03/2015 07:05
Code(s): MMI     PDF:  
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MMI Holdings unaudited results for the 6 months ended 31 December 2014

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

MMI HOLDINGS
Unaudited results for the 6 months ended 31 December 2014

FINANCIAL HIGHLIGHTS

NEW BUSINESS PVP Up 15% to R24 billion
VALUE OF NEW BUSINESS Up 11% to R420 million
Annualised RETURN on EMBEDDED VALUE of 12%
Profits from OPERATING DIVISIONS Up 13% to R1.5 billion
CORE HEADLINE EARNINGS Up 10% to R1.9 billion
Interim DIVIDEND Up 11% to 63 cents per share

A SUMMARY OF RESULTS

GROUP RESULTS
MMI delivered solid financial results for the period under review.
- Embedded value increased to R40 billion (2 478 cents per share), reflecting an annualised return on 
  embedded value for shareholders of 12%.
- Diluted core headline earnings increased by 10% to R1.9 billion for the period while the 
  contribution from operating divisions increased 13% to R1.5 billion. 
- Core headline earnings is regarded as an appropriate measure of operational performance given that 
  items of both a once-off and inherently volatile nature are eliminated.
- All the existing businesses increased their profits; however, overall growth was impacted by 
  new initiatives that are being pursued in line with the group strategy of growth, 
  client-centricity and excellence.
- Total earnings and headline earnings, a measure that includes fair value movements on shareholder 
  assets and investment variances, were negatively impacted by the declining local equity market.
- An interim dividend of 63 cents per share was declared, an increase of 11% on the prior period.

OPERATING ENVIRONMENT
Local operating conditions remained economically challenging and highly competitive. The strong 
performance of the South African equity markets ended, slowing dramatically during the reporting 
period and ending slightly negative for the six-month period. 

MMI once again delivered satisfactory financial results for the period, despite the tough environment 
and a number of investments into new growth initiatives. The need for and provision of investment and 
protection products within MMI’s client base remains an important part of financial wellness and 
planning.

CAPITAL MANAGEMENT
- MMI successfully issued R750 million of subordinated debt and redeemed R500 million in December 2014
  as scheduled.
- A strong capital buffer of R3.5 billion was reported as at 31 December 2014, after allowing for 
  capital requirements, strategic growth initiatives and the interim dividend.
- Taking into account the growth focus and the changing regulations, the group is satisfied that its 
  present capital level is appropriate in the current environment.

PROSPECTS
- The strategic focus areas of the MMI group are firmly focused on growth, client-centricity and 
  excellence.
- Each segment is implementing plans and processes to identify and optimise structures, operations, 
  target markets, distribution channels and product offerings through innovation and collaboration, in
  order to grow the group through client-centricity.
- Taking into account the current environment, the group will increase focus on efficiencies, having 
  identified specific cost-savings initiatives, while continuing to pursue top-line growth.
- Growth in new business volumes and profits will, however, be impacted by many factors including 
  employment levels, disposable income and the electricity supply.
- The board of MMI Holdings believes that the group has identified and is implementing innovative 
  strategies to continue unlocking value and generating the required return on capital for 
  shareholders over time.

DIRECTORS' STATEMENT
The directors take pleasure in presenting the unaudited condensed interim results of MMI Holdings 
financial services group for the period ended 31 December 2014. The preparation of the group's 
results was supervised by the group chief financial officer, Mary Vilakazi, CA(SA).

Corporate events

Acquisitions
On 2 October 2014, the group acquired an accounting ownership of 71% (legal ownership of 66%) of 
Cannon Assurance Ltd (Cannon), a composite insurer, for R308 million. The minority shareholders of 
Cannon also acquired a minority stake in Metropolitan Life Kenya.

On 19 November 2014, the group acquired 100% of the shares in the CareCross Health Group (CareCross),
a health administrator, for R300 million in cash. It includes a majority share in Occupational Care 
South Africa (OCSA).

Listed debt
MMI Group Ltd listed new instruments to the total value of R750 million on the JSE Limited on 
1 December 2014. The instruments are unsecured subordinated callable notes.

On 15 December 2014, R500 million of unsecured subordinated notes previously issued by MMI Group Ltd 
were redeemed.

Basis of preparation of financial information

These condensed consolidated interim financial statements have been prepared in accordance with 
International Accounting Standard 34 (IAS 34) - Interim financial reporting; the SAICA Financial 
Reporting Guide as issued by the Accounting Practices Committee and Financial Pronouncements as 
issued by the Financial Reporting Standards Council; the JSE Listings Requirements and the South 
African Companies Act, 71 of 2008.  The accounting policies applied in the preparation of these 
interim financial statements are in terms of International Financial Reporting Standards (IFRS) and 
are consistent with those adopted in the previous periods except as described below. Critical 
judgements and accounting estimates are disclosed in detail in the group's integrated report for the 
year ended 30 June 2014, including changes in estimates that are an integral part of the insurance 
business.  The group is exposed to financial and insurance risks, details of which are also provided
in the group's integrated report.

New and revised standards effective for the period ended 31 December 2014 and relevant to the group

- The following amendments to standards and interpretations became effective for the first time in the
  current period and had no impact on the group's earnings or net asset value: Amendments to IFRS 10
  Consolidated financial statements, IFRS 12 Disclosure of interests in other entities, IAS 19 Employee
  benefits, IAS 27 Separate financial statements, IAS 32 Financial instruments: presentation, IAS 36
  Impairment of assets and IAS 39 Financial instruments: recognition and measurement. IFRIC 21 Levies
  became effective.
- The International Accounting Standards Board (IASB) made amendments to various standards as part of
  their annual improvements project. These amendments had no impact on the group's earnings.

Reclassifications

The group's December 2013 results have been restated for the following reclassifications:
- Reinsurance contract liabilities of R178 million, previously shown with reinsurance contract assets, 
  have been grossed up and disclosed separately. This restatement was deemed necessary in order to 
  improve comparability between periods.
- Liabilities to third party cell captive owners of R287 million, previously disclosed as liabilities
  at amortised cost, have been reclassified as long-term insurance contracts.
- Interest relating to interest rate swaps was previously grossed up and disclosed as interest income 
  (R639 million) and finance costs (R497 million). As interest rate swaps are subject to fair value 
  risk associated with the fixed and floating interest legs, the net amount (R142 million) has now 
  been disclosed as net realised and fair value gains.
- The comparative segmental information has been restated, where appropriate, to ensure alignment 
  with the way in which the chief operating decision-maker, being the MMI executive committee, 
  monitors and evaluates the performance of the various segments of the business. Liabilities to cell
  captive owners (R1 350 million), cell captive expenses (R51 million) and sales remuneration 
  (R35 million) attributable to cell owners were previously not allocated to any segment and were 
  included as a reconciling item. It is now included in the Momentum Employee Benefits segment.
- The assets under management and related fund flows tables have been refined. Refer to these tables
  for details.

The group's June 2014 results have been restated for the following reclassifications:
- Reinsurance contract liabilities of R202 million, previously shown with reinsurance contract assets,
  have been grossed up and disclosed separately. This restatement was deemed necessary in order to 
  improve comparability between periods.
- Promoter cell administration expenses of R88 million, previously included in cell captive business
  expenses in the segment report, was reallocated to administration expenses in line with the way in
  which the chief operating decision-maker, being the MMI executive committee, monitors and evaluates
  the performance of the Momentum Employee Benefits segment.

These restatements had no impact on the current or prior period reported earnings, diluted earnings or
headline earnings per share, or on the net asset value or net cash flow.

Corporate governance

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

Changes to the directorate, secretary and directors' shareholding

There were no changes to the directorate or secretary during the period.

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

Changes to the group executive committee

Herman Schoeman, managing director of Guardrisk, was appointed to the group executive committee from 
1 July 2014. On the same day, Khanyi Nzukuma was appointed to the group executive committee as chief 
executive officer of Metropolitan Retail.

Contingent liabilities and capital commitments

As part of running a business, the group is party to legal proceedings and appropriate provisions are
made when losses are expected to materialise. The group had no material capital commitments at 
31 December 2014 that were not in the ordinary course of business.

Events after the reporting period

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

Dividend declaration

Ordinary shares

- On 3 March 2015, a gross interim dividend of 63 cents per ordinary share was declared, payable out 
  of income reserves to all holders of ordinary shares recorded in the register of the company at the
  close of business on Friday, 27 March 2015, and will be paid on Monday, 30 March 2015.
- The dividend will be subject to local dividend withholding tax at a rate of 15% unless the 
  shareholder is exempt from paying dividend tax or is entitled to a reduced rate.
- The STC credits utilised per share amount to 0.03459 cents per ordinary share. This will result in 
  a net dividend, for those shareholders who are not exempt from paying dividend tax, of 53.55519 
  cents per ordinary share.
- The shares will trade ex dividend from the start of business on Monday, 23 March 2015.
- The last day to trade cum dividend will be Friday, 20 March 2015.
- Share certificates may not be dematerialised or rematerialised between Monday, 23 March 2015 and 
  Friday, 27 March 2015, both days inclusive.
- The number of ordinary shares at the declaration date was 1 570 899 561.
- MMI's income tax number is 975 2050 147.

Preference shares

- Dividends of R22.1 million (132 cents per share p.a.) were declared on the unlisted A3 MMI Holdings 
  Ltd preference shares.
- The declaration rate was determined as set out in the company's Memorandum of Incorporation and the
  total preference dividend utilised STC credits of R12 123.

Directors' responsibility

These results are the responsibility of the directors. The condensed interim results have not been 
reviewed or audited by the external auditors. This announcement does not include the information 
required persuant to paragraph 16A(j) of IAS 34. A printed version of the SENS announcement and 
condensed interim results may be requested from the group company secretary, Maliga Chetty 
tel: 012 684 4255 and are also available on our website www.mmiholdings.com.

Signed on behalf of the board


JJ Njeke                       Chairman
Nicolaas Kruger                Group chief executive officer

Centurion
3 March 2015

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

GROUP COMPANY SECRETARY: Maliga Chetty   

WEBSITE: www.mmiholdings.com

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

SPONSOR: Merrill Lynch (registration number: 2000/031756/06)

AUDITORS: PricewaterhouseCoopers Inc

REGISTERED OFFICE: 268 West Avenue, Centurion 0157

JSE CODE: MMI   NSX CODE: MIM   ISIN NO: ZAE000149902

MMI HOLDINGS GROUP - IFRS FINANCIAL INFORMATION


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                Restated      Restated
                                                                31.12.2014    31.12.2013    30.06.2014
                                                                        Rm            Rm            Rm
ASSETS
Intangible assets                                                   13 280        11 596        12 819
Owner-occupied properties                                            1 805         1 528         1 714
Property and equipment                                                 353           330           315
Investment properties                                                8 180         7 343         7 675
Investments in associates                                              194           128           179
Employee benefit assets                                                412           330           405
Financial instruments (1)                                          370 089       332 171       355 073
Reinsurance contract assets                                          3 057         1 425         2 778
Deferred income tax                                                    268           103           263
Properties under development                                           301           129           252
Insurance and other receivables                                      4 253         2 924         3 813
Current income tax assets                                              466            83           330
Cash and cash equivalents                                           26 009        21 865        28 875
Non-current assets held for sale                                         -            17            17
Total assets                                                       428 667       379 972       414 508

EQUITY
Equity attributable to owners of the parent                         24 023        24 191        24 734
Non-controlling interests                                              526           408           480
Total equity                                                        24 549        24 599        25 214

LIABILITIES
Insurance contract liabilities
  Long-term insurance contracts                                    105 385       100 787       106 047
  Short-term insurance contracts                                     6 244             -         5 496
Financial instruments
  Investment contracts                                             236 079       205 711       227 056
  - with discretionary participation features                       26 292        24 414        25 405
  - designated at fair value through income                        209 787       181 297       201 651
  Other financial instruments (2)                                   38 660        34 606        34 117
Reinsurance contract liabilities                                       645           178           202
Deferred income tax                                                  4 300         4 249         4 281
Employee benefit obligations                                         1 228         1 244         1 246
Other payables                                                      11 216         8 224        10 437
Provisions                                                              26           153           157
Current income tax liabilities                                         335           221           255
Total liabilities                                                  404 118       355 373       389 294

Total equity and liabilities                                       428 667       379 972       414 508

1. Financial instruments consist of the following:
-  Securities designated at fair value through income: R347 229 million (31.12.2013: R316 592 million;
   30.06.2014: R334 996 million)
-  Investments in associates designated at fair value through income: R15 009 million 
   (31.12.2013: R7 243 million; 30.06.2014: R11 900 million)
-  Derivative financial instruments: R2 029 million (31.12.2013: R 3 442 million; 
   30.06.2014: R2 362 million)
-  Available-for-sale: R131 million (31.12.2013: R437 million; 30.06.2014: R129 million)
-  Held-to-maturity: R88 million (31.12.2013: R76 million; 30.06.2014: R100 million)
-  Loans and receivables: R5 603 million (31.12.2013: R4 381 million; 30.06.2014: R5 586 million)
2. Other financial instruments consist of the following:
-  Designated at fair value through income: R35 421 million (31.12.2013: R30 082 million; 
   30.06.2014: R30 801 million)
-  Derivative financial instruments: R2 202 million (31.12.2013: R2 925 million; 
   30.06.2014: R1 853 million)
-  Amortised cost: R1 037 million (31.12.2013: R1 599 million; 30.06.2014: R1 463 million)


CONDENSED CONSOLIDATED INCOME STATEMENT

                                                                               Restated
                                                                6 mths to     6 mths to    12 mths to
                                                               31.12.2014    31.12.2013    30.06.2014
                                                                       Rm            Rm            Rm

Net insurance premiums                                             13 943        10 511        23 138
Fee income (1)                                                      3 768         3 198         6 567
Investment income                                                   7 980         6 343        14 043
Net realised and fair value gains                                   5 853        27 968        43 906
Net income                                                         31 544        48 020        87 654

Net insurance benefits and claims                                  11 905        11 308        22 321
Change in liabilities                                                  98         3 160         7 850
  Change in long-term insurance contract liabilities               (1 181)        3 565         7 786
  Change in short-term insurance contract liabilities                 158             -           (72)
  Change in investment contracts with DPF liabilities                 842          (523)          468
  Change in reinsurance provision                                     279           118          (332)
Fair value adjustments on investment contract liabilities           6 158        20 321        32 959
Fair value adjustments on collective investment scheme
  liabilities                                                       1 315         2 629         3 061
Depreciation, amortisation and impairment expenses                    633           564         1 159
Employee benefit expenses                                           3 086         2 603         5 132
Sales remuneration                                                  2 623         1 815         3 899
Other expenses                                                      2 980         2 167         5 035
Expenses                                                           28 798        44 567        81 416

Results of operations                                               2 746         3 453         6 238
Share of profit of associates                                           5             6             2
Finance costs (2)                                                    (374)         (225)         (482)
Profit before tax                                                   2 377         3 234         5 758
Income tax expense                                                   (971)       (1 416)       (2 458)
Earnings for the period                                             1 406         1 818         3 300

Attributable to:
  Owners of the parent                                              1 353         1 796         3 197
  Non-controlling interests                                            53            22           103
                                                                    1 406         1 818         3 300

Basic earnings per ordinary share (cents)                            87.0         115.4         205.5
Diluted earnings per ordinary share (cents)                          85.5         113.7         202.4

1. Fee income consists of the following:
-  Investment contracts: R1 229 million (31.12.2013: R983 million; 30.06.2014: R1 772 million)
-  Trust and fiduciary services: R865 million (31.12.2013: R900 million; 30.06.2014: R2 014 million)
-  Health administration: R1 075 million (31.12.2013: R953 million; 30.06.2014: R1 978 million)
-  Other fee income: R599 million (31.12.2013: R362 million; 30.06.2014: R803 million)
2. Finance costs consist of the following:
-  Preference shares issued by MMI: R55 million (31.12.2013: R23 million; 30.06.2014: R46 million)
-  Subordinated redeemable debt: R133 million (31.12.2013: R55 million; 30.06.2014: R149 million)
-  Cost of carry positions: R109 million (31.12.2013: R83 million; 30.06.2014: R156 million)
-  Other: R77 million (31.12.2013: R64 million; 30.06.2014: R131 million)


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                 6 mths to     6 mths to    12 mths to
                                                                31.12.2014    31.12.2013    30.06.2014
                                                                        Rm            Rm            Rm

Earnings for the period                                              1 406         1 818         3 300
Other comprehensive income, net of tax                                  57           109           165
  Items that may subsequently be reclassified to income                  3            54            32
    Exchange differences on translating foreign operations               3            53            40
    Available-for-sale financial assets                                  -             1            (8)

  Items that will not be reclassified to income                         54            55           133
    Land and building revaluation                                       68            38            41
    Change in non-distributable reserves                                 2             -             6
    Adjustments to employee benefit funds
      Metropolitan Staff Pension Fund                                    -            30           107
      Other                                                              1            (3)           (9)
    Income tax relating to items that will not be reclassified         (17)          (10)          (12)

Total comprehensive income for the period                            1 463         1 927         3 465

Total comprehensive income attributable to:
  Owners of the parent                                               1 410         1 899         3 363
  Non-controlling interests                                             53            28           102
                                                                     1 463         1 927         3 465


RECONCILIATION OF HEADLINE EARNINGS
attributable to owners of the parent

                                                                                Basic earnings        
                                                                      6 mths to   6 mths to  12 mths to
                                                                     31.12.2014  31.12.2013  30.06.2014
                                                                             Rm          Rm          Rm

Earnings                                                                  1 353       1 796       3 197
Finance costs - convertible preference shares                                                          
Dilutory effect of subsidiaries (1)                                                                     
Diluted earnings                                                                                        
Intangible asset and other impairments                                        3          16          25
Loss on sale of business                                                      -           2           -
Headline earnings (2)                                                     1 356       1 814       3 222
Net realised and fair value gains on excess                                  73        (398)       (544)
Basis and other changes and investment variances                             25         (64)        160
Amortisation of intangible assets relating to business combinations         330         277         575
Non-recurring items (3)                                                      43          27         171
Investment income on treasury shares - contract holders                                                
Core headline earnings (4)                                                1 827       1 656       3 584


RECONCILIATION OF HEADLINE EARNINGS
attributable to owners of the parent (continued)

                                                                                Diluted earnings
                                                                      6 mths to   6 mths to  12 mths to
                                                                     31.12.2014  31.12.2013  30.06.2014
                                                                             Rm          Rm          Rm

Earnings                                                                  1 353       1 796       3 197
Finance costs - convertible preference shares                                23          23          45
Dilutory effect of subsidiaries (1)                                         (16)        (10)        (22)
Diluted earnings                                                          1 360       1 809       3 220
Intangible asset and other impairments                                        3          16          25
Loss on sale of business                                                      -           2           -
Headline earnings (2)                                                     1 363       1 827       3 245
Net realised and fair value gains on excess                                  73        (398)       (544)
Basis and other changes and investment variances                             25         (64)        160
Amortisation of intangible assets relating to business combinations         330         277         575
Non-recurring items (3)                                                      43          27         171
Investment income on treasury shares - contract holders                      18          21          14
Core headline earnings (4)                                                1 852       1 690       3 621

1. Metropolitan Health is consolidated at 100% and the MMI Holdings Namibian group, Metropolitan Kenya 
   and Cannon are consolidated at 96% in the results. For purposes of diluted earnings, diluted 
   non-controlling interests and investment returns are reinstated.
2. Headline earnings consist of operating profit, investment income, net realised and fair value gains, 
   investment variances and basis and other changes.
3. Non-recurring items include one-off costs relating to the restructuring of the group. For June 2014
   it also includes a one-off enhancement of benefits relating to the outsourcing of the Metropolitan 
   Staff Pension Fund liabilities, amounting to R107 million. The previously unrecognised net surplus 
   asset exceeding the employer surplus account was used to fund the enhancement and released in other
   comprehensive income, resulting in an accounting mismatch. The net asset value of the group has 
   therefore not been impacted.
4. Core headline earnings disclosed comprise operating profit and investment income on shareholder 
   assets. It excludes net realised and fair value gains on financial assets and liabilities, 
   investment variances and basis and other changes that can be volatile, certain non-recurring items, 
   as well as the amortisation of intangible assets relating to business combinations as this is part
   of the cost of acquiring the business.


EARNINGS PER SHARE (cents)
attributable to owners of the parent

                                                                6 mths to     6 mths to    12 mths to
                                                               31.12.2014    31.12.2013    30.06.2014
Basic
Core headline earnings                                              117.4         106.4         230.3
Headline earnings                                                    87.1         116.6         207.1
Earnings                                                             87.0         115.4         205.5
Weighted average number of shares (million)                         1 556         1 556         1 556
Diluted
Core headline earnings                                              115.5         105.4         225.7
Weighted average number of shares (million) (1)                     1 604         1 604         1 604
Headline earnings                                                    85.7         114.9         204.0
Earnings                                                             85.5         113.7         202.4
Weighted average number of shares (million) (2)                     1 590         1 591         1 591

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


DIVIDENDS                                                                          2015          2014
Ordinary listed MMI Holdings Ltd shares (cents per share)
Interim - March                                                                      63            57
Final - September                                                                                  85
Total                                                                                             142
Special dividend                                                                                   50
Total                                                                                             192

MMI Holdings Ltd convertible redeemable preference shares (issued to Kagiso Tiso Holdings (Pty) Ltd (KTH)) 
The A3 MMI Holdings Ltd preference shares are redeemable in June 2017 at a redemption value of 
R9.18 per share unless converted into MMI Holdings Ltd ordinary shares on a one-for-one basis prior
to that date. During the current period, one million preference shares were converted to listed
ordinary shares with effect from 13 November 2014. The ordinary shares were originally issued at a
price of R10.18 per share. Dividends are still payable on the remaining preference shares at 132 cents
per annum (payable March and September).

Significant related party transactions
R333 million of the ordinary dividends declared by MMI Holdings Ltd in September 2014 (R298 million 
of the ordinary dividends declared in September 2013) and R223 million of the ordinary dividends 
declared in March 2014 were attributable to RMI Holdings Ltd. In September 2014, R196 million of
the special dividends declared by MMI Holdings Ltd were attributable to RMI Holdings Ltd.


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                                6 mths to     6 mths to    12 mths to
                                                               31.12.2014    31.12.2013    30.06.2014
                                                                       Rm            Rm            Rm

Changes in share capital
Balance at beginning and end                                            9             9             9

Changes in share premium
Balance at beginning                                               13 782        13 794        13 794
Conversion of preference shares                                        10             -             -
(Increase)/decrease in treasury shares held on behalf 
  of contract holders                                                  (2)           16           (12)
Balance at end                                                     13 790        13 810        13 782

Changes in other reserves
Balance at beginning                                                1 802         1 631         1 631
Total comprehensive income                                             57           103           166
BEE cost                                                                2             -             2
Transfer (to)/from retained earnings                                   (9)            3             3
Balance at end (1)                                                  1 852         1 737         1 802

Changes in retained earnings
Balance at beginning                                                9 141         8 039         8 039
Total comprehensive income                                          1 353         1 796         3 197
Dividend paid                                                      (2 110)       (1 197)       (2 092)
Transfer from/(to) other reserves                                       9            (3)           (3)
Puttable non-controlling interests (2)                                (21)            -             -
Balance at end                                                      8 372         8 635         9 141

Equity attributable to owners of the parent                        24 023        24 191        24 734

Changes in non-controlling interests
Balance at beginning                                                  480           391           391
Total comprehensive income                                             53            28           102
Dividend paid                                                         (16)          (11)          (18)
Transactions with owners (2)                                          (92)            -             -
Business combinations                                                 101             -             5
Balance at end                                                        526           408           480

Total equity                                                       24 549        24 599        25 214

1. Other reserves consist of the following:
-  Land and building revaluation reserve: R606 million (31.12.2013: R562 million; 
   30.06.2014: R561 million)
-  Foreign currency translation reserve: R180 million (31.12.2013: R185 million; 
   30.06.2014: R179 million)
-  Revaluation of available-for-sale investments: R3 million (31.12.2013: R12 million; 
   30.06.2014: R3 million)
-  Non-distributable reserve: R18 million (31.12.2013: R8 million; 30.06.2014: R16 million)
-  Employee benefit revaluation reserve: R99 million (31.12.2013: R27 million; 
   30.06.2014: R98 million)
-  Fair value adjustment for preference shares issued by MMI Holdings Ltd: R940 million 
   (31.12.2013: R940 million; 30.06.2014: R940 million)
-  Equity-settled share-based payment arrangements: R6 million (31.12.2013: R3 million; 
   30.06.2014: R5 million)

2. Non-controlling interests of 25% of Metropolitan Life Kenya and Cannon have the option to sell 
   their shares from 3 October 2016 at a price linked to embedded value. In terms of IFRS, the group 
   has recognised a financial liability, being the present value of the estimated purchase price, for
   exercising this option. The group has consolidated 96% of the subsidiaries' results and 
   de-recognised the non-controlling interest due to the financial liability recognised above, which 
   is in line with its selected accounting policy.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                   6 mths to    6 mths to   12 mths to
                                                                  31.12.2014   31.12.2013   30.06.2014
                                                                          Rm           Rm           Rm

Net cash (outflow)/inflow from operating activities                      (53)         787        5 201
Net cash (outflow)/inflow from investing activities                     (961)        (307)         793
Net cash (outflow)/inflow from financing activities                   (1 852)        (890)         606
Net cash flow                                                         (2 866)        (410)       6 600
Cash resources and funds on deposit at beginning                      28 875       22 275       22 275
Cash resources and funds on deposit at end                            26 009       21 865       28 875


PRINCIPAL ASSUMPTIONS (South Africa) (1)  

                                                                  31.12.2014   31.12.2013   30.06.2014
                                                                           %            %            %
Pre-tax investment return
  Equities                                                              11.7         11.8         12.0
  Properties                                                             9.2          9.3          9.5
  Government stock                                                       8.2          8.3          8.5
  Other fixed-interest stocks                                            8.7          8.8          9.0
  Cash                                                                   7.2          7.3          7.5
Risk-free return (2)                                                     8.2          8.3          8.5
Risk discount rate (RDR)                                                10.5         10.6         10.8
Investment return (before tax) - balanced portfolio (2)                 10.4         10.5         10.7
Expense inflation base rate (3)                                          6.4          6.5          6.7

1. The principal assumptions relate only to the South African life insurance business. Assumptions
   relating to international life insurance businesses are based on local requirements and can differ 
   from the South African assumptions.
2. The risk-free return was determined with reference to the market interest rate on South African
   government bonds at the valuation date. The investment return on balanced portfolio business was 
   calculated by applying the above returns to an expected long-term asset distribution.
3. An additional 1% expense inflation is allowed for in some divisions to reflect the impact of 
   closed books that are in run-off.


NON-CONTROLLING INTERESTS   

                                                                    31.12.2014  31.12.2013  30.06.2014
                                                                             %           %           %

Cannon Assurance                                                          33.7           -           -
Eris Property Group                                                       45.7        45.7        45.7
Metropolitan Botswana                                                     24.2        24.2        24.2
Metropolitan Ghana                                                           -         5.0         3.8
Metropolitan Health Botswana                                              28.0        28.0        28.0
Metropolitan Health Ghana                                                  1.8         4.8         1.8
Metropolitan Health Group                                                 17.6        17.6        17.6
Metropolitan Health Mauritius                                              5.0         5.0         5.0
Metropolitan Health Namibia Administrators                                49.0        49.0        49.0
Metropolitan Kenya                                                        33.7        33.7        33.7
Metropolitan Life Mauritius                                               30.0        30.0        30.0
Metropolitan Nigeria                                                      50.0        50.0        50.0
Metropolitan Swaziland                                                    33.0        33.0        33.0
Metropolitan Tanzania                                                     33.0        33.0        33.0
Metropolitan Zambia                                                       35.0        35.0        35.0
MMI Holdings Namibia                                                      10.3        10.3        10.3
Momentum Mozambique                                                       33.0        33.0        33.0
Momentum Swaziland                                                        33.0        33.0        33.0


ANALYSIS OF ASSETS UNDER MANAGEMENT (1)

                                                                                  Restated
                                                                    31.12.2014  31.12.2013  30.06.2014
                                                                            Rm          Rm          Rm
Managed and/or administered by Momentum Investments (net)
Financial assets                                                       319 703     337 581     370 073
  Momentum Manager of Managers                                          77 187      67 288      72 846
  Momentum Collective Investments                                       49 735      52 252      51 215
  Metropolitan Collective Investments                                   27 520      43 573      55 538
  Momentum Asset Management                                            123 563     130 122     141 874
  Momentum Global Investments                                           38 634      32 169      36 076
  Momentum Alternative Investments                                       3 064      12 177      12 524
Properties - Eris Property Group                                        26 903      23 984      24 448
  On-balance sheet                                                       7 776       7 568       7 406
  Off-balance sheet                                                     19 127      16 416      17 042
                                                                       346 606     361 565     394 521
Momentum Wealth linked product assets under administration             130 569     123 017     130 845
  On-balance sheet                                                      79 078      74 644      80 484
  Off-balance sheet                                                     51 491      48 373      50 361
Managed internally or by other managers within MMI                      63 358      22 324      26 712
  On-balance sheet                                                      57 976      17 855      21 600
  Off-balance sheet                                               .      5 382       4 469       5 112
Managed by external managers (on-balance sheet)                         15 832      32 990      32 507
Properties managed internally or by other managers 
  within MMI or externally                                               2 510       1 449       2 252
Momentum Employee Benefits - segregated assets                           1 460       1 333       1 380
Momentum Employee Benefits - cell captives on-balance sheet             13 024       1 895      12 058
Total assets under management                                          573 359     544 573     600 275

Managed and/or administered by Momentum Investments (net)
  On-balance sheet                                                     174 364     166 226     181 915
  Off-balance sheet                                                    172 242     195 339     212 606
                                                                       346 606     361 565     394 521

1. Assets under management are reported net of double counted assets except where one entity manages
   assets on behalf of another in the division, and both entities earn a fee on the same assets. 
   Non-financial assets (except properties) have been excluded.
2. The December 2013 restatement relates to refinements in presentation, as explained in note 1 above.


NET FUNDS RECEIVED FROM CLIENTS (1)

                                                    Gross      Gross                                 Net
                                                   single  recurring      Gross         Gross    inflow/
                                                  inflows    inflows     inflow       outflow  (outflow)
6 mths to 31.12.2014                                   Rm         Rm         Rm            Rm         Rm

Momentum Retail                                     7 542      4 094     11 636       (12 084)      (448)
Metropolitan Retail                                   591      2 865      3 456        (2 408)     1 048
Momentum Employee Benefits                          3 833      6 623     10 456        (7 294)     3 162
International                                         238      1 488      1 726          (973)       753
Momentum Investments                                4 989          -      4 989        (5 449)      (460)
Metropolitan Health                                    25        170        195          (150)        45
Shareholder Capital                                     -        227        227          (160)        67
Long-term insurance business fund flows            17 218     15 467     32 685       (28 518)     4 167
Off-balance sheet fund flows
Managed and/or administered by Momentum 
  Investments (net)            
  Financial assets (2)                                                   33 129       (63 629)   (30 500)
  Properties - Eris Property Group                                        2 199          (114)     2 085
Momentum Wealth linked product assets under
  administration                                                          6 376        (5 452)       924
Managed internally or by other managers 
  within MMI                                                              1 743        (1 725)        18
Momentum Employee Benefits - segregated assets                            1 491        (1 168)       323
Total net funds received from clients                                    77 623      (100 606)   (22 983)


NET FUNDS RECEIVED FROM CLIENTS (1)

                                                    Gross      Gross                                 Net
                                                   single  recurring      Gross         Gross    inflow/
Restated                                          inflows    inflows     inflow       outflow  (outflow)
6 mths to 31.12.2013                                   Rm         Rm         Rm            Rm         Rm
                                     
Momentum Retail                                     7 497      3 860     11 357       (10 689)       668
Metropolitan Retail                                   698      2 752      3 450        (2 896)       554
Momentum Employee Benefits                          3 782      4 014      7 796        (5 532)     2 264
International                                         157      1 264      1 421          (770)       651
Momentum Investments                                3 781          -      3 781        (6 653)    (2 872)
Metropolitan Health                                     -         23         23           (21)         2
Shareholder Capital                                     5        154        159          (195)       (36)
Long-term insurance business fund flows            15 920     12 067     27 987       (26 756)     1 231
Off-balance sheet fund flows
Managed and/or administered by Momentum 
  Investments (net)
  Financial assets                                                       39 286       (44 606)    (5 320)
  Properties - Eris Property Group                                        1 480        (2 371)      (891)
Momentum Wealth linked product assets under
  administration                                                          6 317        (5 258)     1 059
Managed internally or by other managers   
  within MMI                                                                345          (465)      (120)
Momentum Employee Benefits - segregated assets                            2 186        (1 040)     1 146
Total net funds received from clients                                    77 601       (80 496)    (2 895)

1. Assets under management and the related fund flows are reported net of double counted assets 
   except where one entity manages assets on behalf of another in the division, and both entities 
   earn a fee on the same assets. Non-financial assets (except properties) have been excluded. As a result
   December 2013 has been restated to reflect this refined presentation. 
2. Includes outflows of R34 billion relating to Metropolitan Collective Investments, as disclosed in the
   June 2014 results. 


NET FUNDS RECEIVED FROM CLIENTS (1)

                                                    Gross      Gross                               Net
                                                   single  recurring      Gross       Gross    inflow/
                                                  inflows    inflows     inflow     outflow  (outflow)
12 mths to 30.06.2014                                  Rm         Rm         Rm          Rm         Rm

Momentum Retail                                    14 661      7 856     22 517     (21 215)     1 302
Metropolitan Retail                                 1 507      5 313      6 820      (5 523)     1 297
Momentum Employee Benefits                          7 060     10 283     17 343     (12 907)     4 436
International                                         277      2 621      2 898      (1 602)     1 296
Momentum Investments                                6 262          -      6 262     (10 823)    (4 561)
Metropolitan Health                                     -         47         47         (46)         1
Shareholder Capital                                    23        332        355        (313)        42
Long-term insurance business fund flows            29 790     26 452     56 242     (52 429)     3 813
Off-balance sheet fund flows
Managed and/or administered by Momentum
  Investments (net)
  Financial assets                                                       70 048     (72 444)    (2 396)
  Properties - Eris Property Group                                        2 114      (2 379)      (265)
Momentum Wealth linked product assets
  under administration                                                   11 332     (11 163)       169
Managed internally or by other managers 
  within MMI                                                                842        (775)        67
Momentum Employee Benefits - segregated assets                            2 571      (2 108)       463
Total net funds received from clients                                   143 149    (141 298)     1 851

1. Assets under management and the related fund flows are reported net of double counted assets except
   where one entity manages assets on behalf of another in the division, and both entities earn a fee
   on the same assets. Non-financial assets (except properties) have been excluded.


ANALYSIS OF ASSETS BACKING SHAREHOLDER EXCESS

                                                   31.12.2014         31.12.2013          30.06.2014
                                                   Rm       %         Rm       %          Rm       %

Equity securities                               1 279     5.3      1 050     4.3       1 228     5.0
Preference shares                               1 363     5.7        967     4.0       1 354     5.5
Collective investment schemes                     523     2.2        272     1.1         710     2.9
Debt securities                                 4 321    18.0      4 994    20.6       6 699    27.1
Properties                                      2 262     9.4      2 506    10.3       2 459     9.9
Owner-occupied properties                       1 463     6.1      1 190     4.9       1 270     5.1
Investment properties                             799     3.3      1 316     5.4       1 189     4.8
Cash and cash equivalents and funds on deposit  6 408    26.7      7 289    30.1       6 980    28.2
Intangible assets                               8 525    35.5      7 092    29.3       8 129    32.9
Other net assets                                2 939    12.2      1 892     7.9         563     2.3
                                               27 620   115.0     26 062   107.6      28 122   113.7
Redeemable preference shares                     (303)   (1.3)      (313)   (1.3)       (313)   (1.3)
Subordinated redeemable debt                   (3 294)  (13.7)    (1 558)   (6.3)     (3 075)  (12.4)
Shareholder excess per reporting basis         24 023   100.0     24 191   100.0      24 734   100.0


BUSINESS COMBINATIONS - DECEMBER 2014

Cannon
On 2 October 2014, the group acquired an accounting ownership of 71% (legal ownership of 66%) of 
Cannon, a composite insurer, for R308 million. The minority shareholders of Cannon also acquired a 
minority stake in Metropolitan Life Kenya. The transaction resulted in R88 million goodwill being 
recognised attributable to certain anticipated operating synergies.

CareCross
On 19 November 2014, the group acquired 100% in CareCross, a health administrator, for R300 million 
in cash. It includes a majority share in Occupational Care South Africa (OCSA). The transaction did 
not result in any goodwill being recognised.

Other
During the period the group also made a few smaller acquisitions.

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

                                                                             Total  Cannon CareCross
December 2014                                                                   Rm      Rm        Rm

Purchase consideration in total                                                608     308       300

Fair value of net assets
Intangible assets                                                              566     174       392
Tangible assets                                                                145     138         7
Financial instrument assets                                                    241     228        13
Reinsurance contract assets                                                      6       6         -
Insurance and other receivables                                                 36      36         -
Other assets                                                                    40      20        20
Cash and cash equivalents                                                       79      16        63
Insurance contract liabilities                                                (195)   (177)      (18)
Financial instrument liabilities                                               (38)    (38)        -
Other liabilities                                                             (248)    (78)     (170)
Net identifiable assets acquired                                               632     325       307
Non-controlling interests                                                     (101)    (94)       (7)
Goodwill recognised                                                             88      88         -
Derecognition of Metropolitan Life Kenya shares                                (11)    (11)        -
Purchase consideration in cash                                                 608     308       300

The goodwill relating to the above transactions is not deductible for tax purposes. The above 
transactions contributed net income of R109 million and earnings of R7 million to the group results 
for the period.


BUSINESS COMBINATIONS - JUNE 2014

Guardrisk
On 3 March 2014, MMI Holdings Ltd acquired 100% of Guardrisk for R1.6 billion in cash. The 
transaction resulted in R567 million goodwill being recognised attributable to certain anticipated
operating synergies.

Providence
On 11 November 2013, the group acquired 100% of Providence, a health administrator, for R51 million 
in cash with an additional R57 million contingent consideration. The transaction resulted in 
R19 million goodwill being recognised attributable to certain anticipated operating synergies.

Other
During the June 2014 year the group also had a few smaller acquisitions, relating mostly to life 
books being acquired.

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

                                                            Total   Guardrisk  Providence       Other
June 2014                                                      Rm          Rm          Rm          Rm

Purchase consideration in total                             1 760       1 607         108          45

Fair value of net assets
Intangible assets                                           1 095         940         112          43
Tangible assets                                                 5           1           2           2
Financial instrument assets                                10 837      10 630          11         196
Reinsurance contracts                                         762         762           -           -
Insurance and other receivables                               686         686           -           -
Other assets                                                  176         176           -           -
Cash and cash equivalents                                   2 330       2 284           4          42
Insurance contract liabilities                             (6 061)     (5 836)          -        (225)
Financial instrument liabilities                           (7 305)     (7 298)          -          (7)
Other liabilities                                          (1 346)     (1 305)        (40)         (1)
Net identifiable assets acquired                            1 179       1 040          89          50
Non-controlling interests                                      (5)          -           -          (5)
Goodwill recognised                                           586         567          19           -
Contingent liability payments                                 (57)          -         (57)          -
Purchase consideration in cash                              1 703       1 607          51          45

The goodwill relating to the above transactions is not deductible for tax purposes. The above 
transactions contributed net income of R2 255 million and earnings of R83 million to the group 
results for the June 2014 year.


RECONCILIATION OF GOODWILL

                                                                  31.12.2014  31.12.2013  30.06.2014
                                                                          Rm          Rm          Rm


Carrying amount at beginning                                           1 088         502         502
Business combinations                                                    158          19         586
Carrying amount at end                                                 1 246         521       1 088



MMI HOLDINGS GROUP - SEGMENTAL INFORMATION

                                                                            Momentum
                                            Momentum    Metropolitan        Employee          
6 mths to 31.12.2014                          Retail          Retail        Benefits   International
                                                  Rm              Rm              Rm              Rm
Revenue
Net insurance premiums                        11 636           3 456          10 456           1 726
  Recurring premiums                           4 094           2 865           6 623           1 488
  Single premiums                              7 542             591           3 833             238

Fee income                                     1 345              59             995             120
  Fee income                                   1 345              59             995             120
  Inter-segmental fee income                       -               -               -               -

Expenses
Net payments to contract holders
  External payments                           12 084           2 408           7 294             973

Other expenses                                 2 047           1 077           1 991             700
  Sales remuneration                           1 067             508             689             276
  Administration expenses                        980             569             806             424
  Amortisation due to business                         
    combinations and impairments                   -               -               -               -
  Cell captive business                            -               -             496               -
  Direct property expenses                         -               -               -               -
  Asset management and other fee expenses          -               -               -               -
  Holding company expenses                         -               -               -               -
  Inter-segmental expenses                         -               -               -               -

Diluted core headline earnings                   673             344             272              62
Operating profit                                 933             475             526              82
Tax on operating profit                         (260)           (131)           (254)            (20)
Investment income                                  -               -               -               -
Tax on investment income                           -               -               -               -

Actuarial liabilities                        177 943          32 716          88 111           9 820



                                                    Momentum    Metropolitan Shareholder   Segmental
6 mths to 31.12.2014 (continued)                 Investments          Health     Capital       total
                                                          Rm              Rm          Rm          Rm
Revenue
Net insurance premiums                                 4 989             195         227      32 685
  Recurring premiums                                       -             170         227      15 467
  Single premiums                                      4 989              25           -      17 218

Fee income                                               649             834         285       4 287
  Fee income                                             649             834         285       4 287
  Inter-segmental fee income                               -               -           -           -

Expenses
Net payments to contract holders
  External payments                                    5 449             150         160      28 518

Other expenses                                           537             743         648       7 743 
  Sales remuneration                                       -               3          41       2 584
  Administration expenses                                484             733         318       4 314
  Amortisation due to business                          
    combinations and impairments                           -               7          20          27
  Cell captive business                                    -               -           -         496
  Direct property expenses                                 -               -           -           -
  Asset management and other fee expenses                 53               -         129         182
  Holding company expenses                                 -               -         140         140
  Inter-segmental expenses                                 -               -           -           -

Diluted core headline earnings                            97              98         306       1 852
Operating profit                                         104             133         (41)      2 212
Tax on operating profit                                  (23)            (42)         28        (702)
Investment income                                         22               9         383         414
Tax on investment income                                  (6)             (2)        (64)        (72)

Actuarial liabilities                                 35 236              31       3 949     347 806


                                                                         Reconciling
6 mths to 31.12.2014 (continued)                                           items (1)      IFRS total
                                                                                  Rm              Rm
Revenue
Net insurance premiums                                                       (18 742)         13 943
  Recurring premiums                                                          (3 901)         11 566
  Single premiums                                                            (14 841)          2 377

Fee income                                                                      (519)          3 768
  Fee income                                                                      38           4 325
  Inter-segmental fee income                                                    (557)           (557)

Expenses
Net payments to contract holders
  External payments                                                          (16 613)         11 905

Other expenses                                                                 1 579           9 322
  Sales remuneration                                                              39           2 623
  Administration expenses                                                        566           4 880
  Amortisation due to business                          
    combinations and impairments                                                 440             467    
  Cell captive business                                                            -             496
  Direct property expenses                                                        75              75
  Asset management and other fee expenses                                      1 016           1 198
  Holding company expenses                                                         -             140
  Inter-segmental expenses                                                      (557)           (557)

Diluted core headline earnings                                                     -           1 852
Operating profit                                                                   -           2 212
Tax on operating profit                                                            -            (702)
Investment income                                                                  -             414
Tax on investment income                                                           -             (72)

Actuarial liabilities                                                            (98)        347 708


1. The 'Reconciling items' column includes: an adjustment to reverse investment contract premiums
   (R18 907 million) and claims (R16 604 million); FNB Life excluded from Metropolitan Retail
   (premiums R165 million, fee income R3 million, claims R9 million, sales remuneration R44 million
   and expenses R124 million); non-recurring items of R333 million; direct property and asset 
   management fees for all segments, except non-life segments, that are set off against investment 
   income for management reporting purposes but shown as an expense for accounting purposes; the
   amortisation of intangibles relating to business combinations; expenses relating to consolidated 
   collective investment schemes (R17 million); other minor adjustments to expenses (R92 million),
   sales remuneration (R5 million) and fee income (R35 million); and adjustments to actuarial 
   liabilities representing inter-segmental liabilities.
2. Administration expenses for the current period include the following relating to new 
   acquisitions: International - R27 million relating to Cannon; Metropolitan Health - R123 million 
   relating to CareCross.
3. Momentum Employee Benefits includes net insurance premiums (R2 379 million), fee income 
   (R254 million), net payments to contract holders (R1 432 million), sales remuneration 
   (R624 million), administration expenses (R141 million), cell captive business expenses 
   (R496 million) and actuarial liabilities (R16 957 million) relating to Guardrisk (now including
   Ability).


                                                                            Momentum
Restated                                    Momentum    Metropolitan        Employee                        
6 mths to 31.12.2013                          Retail          Retail        Benefits   International
                                                  Rm              Rm              Rm              Rm
Revenue
Net insurance premiums                        11 357           3 450           7 796           1 421
  Recurring premiums                           3 860           2 752           4 014           1 264
  Single premiums                              7 497             698           3 782             157

Fee income                                     1 119              51             704             102
  Fee income                                   1 119              51             704             102
  Inter-segmental fee income                       -               -               -               -

Expenses
Net payments to contract holders
  External payments                           10 689           2 896           5 532             770

Other expenses                                 1 707           1 107             804             634
  Sales remuneration                             940             502              82             232
  Administration expenses                        767             605             671             387
  Amortisation due to business                          
    combinations and impairments                   -               -               -              15                
  Cell captive business                            -               -              51               -
  Direct property expenses                         -               -               -               -
  Asset management and other                       -               -               -               -
    fee expenses
  Holding company expenses                         -               -               -               -
  Inter-segmental expenses                         -               -               -               -

Diluted core headline earnings                   652             315             179              49
Operating profit                                 908             434             242              62
Tax on operating profit                         (256)           (119)            (63)            (13)
Investment income                                  -               -               -               -
Tax on investment income                           -               -               -               -

Actuarial liabilities                        166 858          30 913          63 057           8 415


  
Restated                                            Momentum    Metropolitan Shareholder   Segmental  
6 mths to 31.12.2013 (continued)                 Investments          Health     Capital       total
                                                          Rm              Rm          Rm          Rm
Revenue
Net insurance premiums                                 3 781              23         159      27 987
  Recurring premiums                                       -              23         154      12 067
  Single premiums                                      3 781               -           5      15 920

Fee income                                               768             738         252       3 734
  Fee income                                             768             738         252       3 734
  Inter-segmental fee income                               -               -           -           -

Expenses
Net payments to contract holders
  External payments                                    6 653              21         195      26 756

Other expenses                                           636             651         540       6 079
  Sales remuneration                                       -               -          32       1 788
  Administration expenses                                471             630         152       3 683
  Amortisation due to business                          
    combinations and impairments                           -               8          19          42                   
  Cell captive business                                    -               -           -          51
  Direct property expenses                                 -               -           -           -
  Asset management and other                             165              13         177         355
    fee expenses
  Holding company expenses                                 -               -         160         160
  Inter-segmental expenses                                 -               -           -           -

Diluted core headline earnings                            95              75         325       1 690
Operating profit                                         117              91          28       1 882
Tax on operating profit                                  (37)            (20)         (6)       (514)
Investment income                                         21               6         422         449 
Tax on investment income                                  (6)             (2)       (119)       (127)

Actuarial liabilities                                 34 410              10       3 310     306 973


Restated                                                                  Reconciling
6 mths to 31.12.2013 (continued)                                            items (1)      IFRS total
                                                                                   Rm              Rm
Revenue
Net insurance premiums                                                        (17 476)         10 511
  Recurring premiums                                                           (3 333)          8 734
  Single premiums                                                             (14 143)          1 777

Fee income                                                                       (536)          3 198
  Fee income                                                                       63           3 797
  Inter-segmental fee income                                                     (599)           (599)

Expenses
Net payments to contract holders
  External payments                                                           (15 448)         11 308

Other expenses                                                                  1 070           7 149
  Sales remuneration                                                               27           1 815
  Administration expenses                                                         210           3 893
  Amortisation due to business                          
    combinations and impairments                                                  385             427                         
  Cell captive business                                                             -              51
  Direct property expenses                                                         75              75
  Asset management and other                                                      974           1 329
    fee expenses
  Holding company expenses                                                          -             160
  Inter-segmental expenses                                                       (601)           (601)

Diluted core headline earnings                                                      -           1 690
Operating profit                                                                    -           1 882
Tax on operating profit                                                             -            (514)
Investment income                                                                   -             449
Tax on investment income                                                            -            (127)

Actuarial liabilities                                                            (475)        306 498

1. The 'Reconciling items' column includes: an adjustment to reverse investment contract premiums
   (R17 584 million) and claims (R15 447 million); FNB Life excluded from Metropolitan Retail
   (premiums R108 million, fee income R10 million, claims R1 million, sales remuneration R33 million 
   and expenses R84 million); non-recurring items of R36 million; direct property and asset
   management fees for all segments, except non-life segments, that are set off against investment 
   income for management reporting purposes but shown as an expense for accounting purposes; 
   the amortisation of intangibles relating to business combinations; expenses relating to 
   consolidated collective investment schemes (R2 million); other minor adjustments to expenses
   (R88 million), sales remuneration (R6 million) and fee income (R53 million); and adjustments to 
   actuarial liabilities representing inter-segmental liabilities.
2. Momentum Employee Benefits includes net insurance premiums (R38 million), fee income (R9 million), 
   net payments to contract holders (R64 million), sales remuneration (R35 million), administration 
   expenses (R8 million), cell captive business expenses (R51 million) and actuarial liabilities
   (R1 575 million) relating to Ability.


                                                                             Momentum
Restated                                      Momentum    Metropolitan       Employee                
12 mths to 30.06.2014                           Retail          Retail       Benefits   International
                                                    Rm              Rm             Rm              Rm
Revenue
Net insurance premiums                          22 517           6 820          17 343          2 898
  Recurring premiums                             7 856           5 313          10 283          2 621
  Single premiums                               14 661           1 507           7 060            277

Fee income                                       2 034             112           1 479            184
  Fee income                                     2 034             112           1 479            184
  Inter-segmental fee income                         -               -               -              -

Expenses
Net payments to contract holders
  External payments                             21 215           5 523          12 907          1 602

Other expenses                                   3 474           2 100           2 316          1 168
  Sales remuneration                             1 892             937             519            424
  Administration expenses                        1 582           1 163           1 426            729
  Amortisation due to business                           
    combinations and impairments                     -               -               -             15
  Cell captive business                              -               -             371              -
  Direct property expenses                           -               -               -              -
  Asset management and other fee expenses            -               -               -              -
  Holding company expenses                           -               -               -              -
  Inter-segmental expenses                           -               -               -              -

Diluted core headline earnings                   1 372             587             516            122
Operating profit                                 1 908             814             704            155
Tax on operating profit                           (536)           (227)           (188)           (33)
Investment income                                    -               -               -              -
Tax on investment income                             -               -               -              -

Actuarial liabilities                          175 869          32 296          82 902          9 152



Restated                                             Momentum    Metropolitan Shareholder   Segmental
12 mths to 30.06.2014 (continued)                 Investments          Health     Capital       total
                                                           Rm              Rm          Rm          Rm 
Revenue
Net insurance premiums                                  6 262              47         355      56 242
  Recurring premiums                                        -              47         332      26 452
  Single premiums                                       6 262               -          23      29 790

Fee income                                              1 442           1 513         502       7 266
  Fee income                                            1 442           1 513         502       7 266
  Inter-segmental fee income                                -               -           -           -

Expenses
Net payments to contract holders
  External payments                                    10 823              46         313      52 429

Other expenses                                          1 195           1 311       1 164      12 728
  Sales remuneration                                        -               -          71       3 843
  Administration expenses                                 954           1 288         531       7 673
  Amortisation due to business                         
    combinations and impairments                            9              14          39          77
  Cell captive business                                     -               -           -         371
  Direct property expenses                                  -               -           -           -
  Asset management and other fee expenses                 232               9         270         511
  Holding company expenses                                  -               -         253         253
  Inter-segmental expenses                                  -               -           -           -

Diluted core headline earnings                            197             171         656       3 621
Operating profit                                          219             205         (38)      3 967
Tax on operating profit                                   (59)            (44)         12      (1 075)
Investment income                                          51              14         864         929
Tax on investment income                                  (14)             (4)       (182)       (200)

Actuarial liabilities                                  34 942               8       3 528     338 697



Restated                                                                  Reconciling
12 mths to 30.06.2014 (continued)                                           items (1)      IFRS total
                                                                                   Rm              Rm
Revenue
Net insurance premiums                                                        (33 104)         23 138
  Recurring premiums                                                           (6 713)         19 739
  Single premiums                                                             (26 391)          3 399

Fee income                                                                       (699)          6 567
  Fee income                                                                      110           7 376
  Inter-segmental fee income                                                     (809)           (809)

Expenses
Net payments to contract holders
  External payments                                                           (30 108)         22 321

Other expenses                                                                  2 497          15 225
  Sales remuneration                                                               56           3 899
  Administration expenses                                                         518           8 191
  Amortisation due to business                           
    combinations and impairments                                                  776             853
  Cell captive business                                                             -             371
  Direct property expenses                                                        159             159
  Asset management and other fee expenses                                       1 819           2 330
  Holding company expenses                                                          -             253
  Inter-segmental expenses                                                       (831)           (831)

Diluted core headline earnings                                                      -           3 621
Operating profit                                                                    -           3 967
Tax on operating profit                                                             -          (1 075)
Investment income                                                                   -             929
Tax on investment income                                                            -            (200)

Actuarial liabilities                                                             (98)        338 599

1. The 'Reconciling items' column includes an adjustment to reverse investment contract premiums
   (R33 305 million) and claims (R30 108 million); FNB Life excluded from Metropolitan Retail
   (premiums R201 million, fee income R20 million, sales remuneration R64 million and expenses 
   R159 million); non-recurring items of R192 million; direct property and asset management fees 
   for all segments, except non-life segments, that are set off against investment income for 
   management reporting purposes but shown as an expense for accounting purposes; the amortisation 
   of intangibles relating to business combinations; expenses relating to consolidated collective 
   investment schemes (R6 million); other minor adjustments to expenses (R161 million), sales
   remuneration (R8 million) and fee income (R90 million); and adjustments to actuarial liabilities 
   representing inter-segmental liabilities.
2. Momentum Employee Benefits includes net insurance premiums (R1 927 million), fee income 
   (R192 million), net payments to contract holders (R1 642 million), sales remuneration 
   (R415 million), administration expenses (R88 million), cell captive business expenses 
   (R371 million) and actuarial liabilities (R15 869 million) relating to Guardrisk (now including 
   Ability).


CHANGE IN DILUTED CORE HEADLINE EARNINGS

                                                              6 mths to     6 mths to      12 mths to
                                                   Change    31.12.2014    31.12.2013      30.06.2014
                                                        %            Rm            Rm              Rm

Momentum Retail                                         3           673           652           1 372
Metropolitan Retail                                     9           344           315             587
Momentum Employee Benefits                             52           272           179             516
International                                          27            62            49             122
Momentum Investments                                    2            97            95             197
Metropolitan Health                                    31            98            75             171
Operating divisions                                    13         1 546         1 365           2 965
Shareholder Capital                                    (6)          306           325             656
Total diluted core headline earnings                   10         1 852         1 690           3 621


RECONCILIATION OF MOMENTUM INVESTMENTS

                                                              6 mths to     6 mths to      12 mths to
                                                             31.12.2014    31.12.2013      30.06.2014
                                                                     Rm            Rm              Rm

Revenue                                                             664           768           1 463
Fee income                                                          649           768           1 442
Other income                                                         15             -              21

Expenses and finance costs                                         (563)         (647)         (1 239)
Other expenses                                                     (537)         (636)         (1 195)
Finance costs                                                       (26)          (11)            (44)

Share of profit of associates                                        11            10               9
Non-controlling interests                                            (8)          (14)            (23)
                                                                    104           117             210
Core adjustments                                                      -             -               9
Operating profit before tax                                         104           117             219
Tax on operating profit                                             (23)          (37)            (59)
Investment income                                                    22            21              51
Tax on investment income                                             (6)           (6)            (14)
Diluted core headline earnings                                       97            95             197


RECONCILIATION OF METROPOLITAN HEALTH

                                                               6 mths to      6 mths to    12 mths to
                                                              31.12.2014     31.12.2013    30.06.2014
                                                                      Rm             Rm            Rm

Revenue                                                            1 029            761         1 560
Net insurance premiums                                               195             23            47
Fee income                                                           834            738         1 513

Expenses and finance costs                                          (893)          (672)       (1 357)
Net payments to contract holders                                    (150)           (21)          (46)
Other expenses                                                      (743)          (651)       (1 311)

                                                                     136             89           203

Core adjustments                                                      (3)             2             2
Impairments and amortisation of intangibles relating to
  business combinations                                                7              8            14
Adjustments for dilution                                             (10)            (6)          (13)
Other                                                                  -              -             1

Operating profit before tax                                          133             91           205
Tax on operating profit                                              (42)           (20)          (44)
Investment income                                                      9              6            14
Tax on investment income                                              (2)            (2)           (4)
Diluted core headline earnings                                        98             75           171

Additional off-balance sheet information
Assets under administration at reporting date                     10 406         10 102        10 686
Gross recurring inflow of funds                                   21 670         20 220        41 137
Gross outflow of funds                                           (17 903)       (11 213)      (36 791)


RECONCILIATION OF GUARDRISK (PROMOTER CELL (1))

                                                                              6 mths to     4 mths to
                                                                             31.12.2014    30.06.2014
                                                                                     Rm            Rm

Revenue by type                                                                     244           165
Management fees                                                                     182           121
Investment fees                                                                      28            22
Underwriting profit                                                                  10             2
Other income                                                                          1             1
Investment income                                                                    23            19

Expenses and finance costs                                                         (142)          (81)
Administration expenses                                                            (137)          (80)
Finance costs                                                                        (5)           (1)

Operating profit before tax                                                         102            84
Tax attributable to promoter operating profit                                       (29)          (10)
Diluted core headline earnings                                                       73            74

1. An insurer that enters into contractual arrangements with cell shareholders whereby the risks and
   rewards associated with certain insurance activities accruing to the cell shareholder, in 
   relation to the insurer, is specified. The promoter cell will exclude all assets and liabilities
   and related income and expenses of the cell arrangements.


RECONCILIATION OF SHAREHOLDER CAPITAL

                                                                               Restated
                                                                6 mths to     6 mths to    12 mths to
                                                               31.12.2014    31.12.2013    30.06.2014
                                                                       Rm            Rm            Rm

Revenue
Net insurance premiums (excluding investment business)                227           154           332
Balance Sheet Management income including fee income                  350           335           607
  Guaranteed portfolios earnings                                      202           178           299
  Returns in excess of benchmark                                      126            71           160
  Returns on working capital and other                                 22            86           148
Other income                                                          170           147           352
Total income                                                          747           636         1 291

Expenses
Net payments to contract holders (excluding investment
  business)                                                          (160)          (87)         (204)
Other expenses                                                       (628)         (521)       (1 125)
  Balance Sheet Management                                           (109)         (112)         (196)
  Strategic initiatives and other (1)                                (379)         (249)         (676)
  Holding company                                                    (140)         (160)         (253)
   
Total expenses                                                       (788)         (608)       (1 329)

Operating (loss)/profit before tax                                    (41)           28           (38)
Tax on operating profit                                                28            (6)           12
Investment income                                                     383           422           864
Tax on investment income                                              (64)         (119)         (182)
Diluted core headline earnings                                        306           325           656

1. Includes Momentum Short-term Insurance, Solvency Assessment and Management (SAM) costs, MMI
   Rewards and India project costs.


PAYMENTS TO CONTRACT HOLDERS

                                                                               Restated
                                                                6 mths to     6 mths to    12 mths to
                                                               31.12.2014    31.12.2013    30.06.2014
                                                                       Rm            Rm            Rm

Momentum Retail                                                    12 084        10 689        21 215
Death and disability claims                                         1 890         1 794         3 412
Maturity claims                                                     3 778         3 214         6 444
Annuities                                                           2 405         2 145         4 505
Withdrawal benefits                                                    21            15            46
Surrenders                                                          4 564         3 919         7 569
Re-insurance recoveries                                              (574)         (398)         (761)
Metropolitan Retail                                                 2 408         2 896         5 523
Death and disability claims                                           555           539         1 049
Maturity claims                                                       783         1 307         2 373
Annuities                                                             301           280           558
Withdrawal benefits                                                    46            33            97
Surrenders                                                            753           775         1 542
Re-insurance recoveries                                               (30)          (38)          (96)
Momentum Employee Benefits (1)                                      7 294         5 532        12 907
Death and disability claims                                         2 192         1 681         3 635
Maturity claims                                                       430           291           667
Annuities                                                             743           716           765
Withdrawals and surrenders                                          1 799         1 381         3 358
Terminations and disinvestments                                     1 512         1 895         3 802
Short-term insurance                                                2 172             -         1 880
Re-insurance recoveries                                            (1 554)         (432)       (1 200)
International                                                         973           770         1 602
Death and disability claims                                           397           332           701
Maturity claims                                                       194           148           284
Annuities                                                              49            47            97
Withdrawal benefits                                                    59            42            90
Surrenders                                                            222           197           395
Terminations and disinvestments                                       122            28            80
Re-insurance recoveries                                               (70)          (24)          (45)
Momentum Investments
Withdrawals                                                         5 449         6 653        10 823
Metropolitan Health
Claims                                                                150            21            46
Shareholder Capital
Claims                                                                160           195           313
Total payments to contract holders                                 28 518        26 756        52 429
Reconciling items (2)                                             (16 613)      (15 448)      (30 108)
Net insurance benefits and claims per income statement             11 905        11 308        22 321

1. Included in Momentum Employee Benefits above is R2 785 million claims (30.06.2014: R2 556 million)
   and R1 353 million re-insurance recoveries (30.06.2014: R914 million) relating to Guardrisk (now 
   including Ability). For December 2013 it includes R282 million claims and R218 million re-insurance
   recoveries relating to Ability.
2. Relates mainly to payments to investment contract holders.


NUMBER OF EMPLOYEES 

                                                                31.12.2014    31.12.2013    30.06.2014

Indoor staff                                                        10 488         9 634         9 877
  Momentum Retail                                                    1 686         1 672         1 711
  Metropolitan Retail                                                1 093         1 322         1 174
  Momentum Employee Benefits (1)                                     1 642         1 421         1 650
  International (2)                                                  1 185           828         1 037
  Momentum Investments                                                 671           691           667
  Metropolitan Health (3)                                            3 067         2 706         2 553
  Shareholder Capital
    Balance Sheet Management                                            78            68            68
    Group services                                                     802           751           781
    Short-term insurance                                               264           175           236
Field staff                                                          7 488         6 921         6 815
  Momentum Retail                                                    1 221           996         1 041
  Metropolitan Retail                                                4 974         4 610         4 424
  International                                                      1 293         1 315         1 350

Total                                                               17 976        16 555        16 692

1. Momentum Employee Benefits in the current period includes 207 (31.12.2013: nil; 30.06.2014: 218)
   employees relating to Guardrisk.
2. International in the current period includes 82 employees relating to Cannon.
3. Metropolitan Health in the current period includes 525 employees relating to CareCross.


MMI HOLDINGS GROUP - STATUTORY EXCESS


STATUTORY EXCESS  

                                                                                 Restated      Restated
                                                                 31.12.2014    31.12.2013    30.06.2014
                                                                        Rm            Rm            Rm

Group excess per reporting basis                                     24 023        24 191        24 734
Net assets - other businesses                                        (3 517)       (2 557)       (2 999)
Fair value adjustments on Metropolitan business acquisition
  and other consolidation adjustments                                (4 070)       (4 638)       (4 343)
Excess - long-term insurance business, net of non-controlling 
  interests (1)                                                      16 436        16 996        17 392
Disregarded assets (2)                                                 (991)         (986)         (966)
Difference between statutory and published valuation methods           (615)         (660)         (571)
Write-down of subsidiaries and associates for statutory purposes     (1 132)       (1 305)       (1 387)
Unsecured subordinated debt                                           3 339         1 549         3 075
Consolidation adjustments                                                63           (83)          (23)
Statutory excess - long-term insurance business                      17 100        15 511        17 520
Capital adequacy requirement (CAR) (Rm) (3)                           6 398         6 044         6 221
Ratio of long-term insurance business excess to CAR (times)             2.7           2.6           2.8
Discretionary margins (4)                                            13 661        13 547        14 161

1. The long-term insurance business includes both insurance and investment contract business and is the
   simple aggregate of all the life insurance companies in the group, including life insurance companies
   in Africa. It is after non-controlling interests but excludes certain items which are eliminated on
   consolidation. It excludes Guardrisk and Cannon due to them being classified as non-covered, as well 
   as other non-life insurance business.
2. Disregarded assets are those as defined in the South African Long-term Insurance Act, 52 of 1998, 
   and are only applicable to South African long-term insurance companies. Adjustments are also made
   for the international insurance companies from reporting excess to statutory excess as required by
   their regulators. It includes Sage intangible assets of R532 million (31.12.2013: R548 million; 
   30.06.2014: R546 million).
3. Aggregation of separate company's capital adequacy requirements (CARs), with no assumption of 
   diversification benefits.
4. Discretionary margins are shown gross of tax. The December 2013 number has been restated.

MMI HOLDINGS GROUP - EMBEDDED VALUE INFORMATION

EMBEDDED VALUE RESULTS AS AT  

                                                                     31.12.2014  31.12.2013  30.06.2014
                                                                             Rm          Rm          Rm

Covered business
Reporting excess - long-term insurance business                          16 436      16 996      17 392
Reclassification to non-covered business                                 (1 243)     (1 629)     (1 459)
                                                                         15 193      15 367      15 933
Disregarded assets (1)                                                     (664)       (678)       (682)
Difference between statutory and published valuation methods               (615)       (660)       (571)
Dilutory effect of subsidiaries (2)                                         (38)        (28)        (34)
Consolidation adjustments (3)                                               (62)          -         (77)
Value of MMI Group Ltd preference shares issued                            (500)       (500)       (500)
Diluted adjusted net worth - covered business                            13 314      13 501      14 069
Net value of in-force business                                           20 572      19 370      20 324
Diluted embedded value - covered business                                33 886      32 871      34 393

Non-covered business
Net assets - non-covered business within life insurance companies         1 243       1 629       1 459
Net assets - non-covered business outside life insurance companies        3 517       2 557       2 999
Consolidation adjustments and transfers to covered business (3)          (2 792)     (1 295)     (2 291)
Adjustments for dilution (4)                                                838         758         720
Diluted adjusted net worth - non-covered business                         2 806       3 649       2 887
Write-up to directors' value                                              3 061         868       2 395
  Non-covered business (5)                                                4 941       2 566       4 188
  Holding company expenses (6)                                           (1 430)     (1 288)     (1 383)
  International holding company expenses (6)                               (450)       (410)       (410)
Diluted embedded value - non-covered business                             5 867       4 517       5 282

Diluted adjusted net worth                                               16 120      17 150      16 956
Net value of in-force business                                           20 572      19 370      20 324
Write-up to directors' value                                              3 061         868       2 395
Diluted embedded value                                                   39 753      37 388      39 675


Required capital - covered business (adjusted for qualifying debt) (7)    7 018       8 424       7 039
Surplus capital - covered business                                        6 296       5 077       7 030
Diluted embedded value per share (cents)                                  2 478       2 331       2 474
Diluted adjusted net worth per share (cents)                              1 005       1 069       1 057
Diluted number of shares in issue (million) (8)                           1 604       1 604       1 604

1. Disregarded assets include Sage intangible assets of R532 million (31.12.2013: R548 million; 
   30.06.2014: R546 million), goodwill and various other items.
2. For accounting purposes, Metropolitan Health has been consolidated at 100%, while MMI Holdings 
   Namibia, Metropolitan Kenya and Cannon have been consolidated at 96% in the statement of financial
   position, for the current period. For embedded value purposes, disclosed on a diluted basis, the 
   non-controlling interests and related funding have been reinstated.
3. Consolidation adjustments include mainly goodwill and intangibles in subsidiaries that are eliminated.
4. Adjustments for dilution are made up as follows:
   - Dilutory effect of subsidiaries (note 2): R115 million (31.12.2013: R110 million; 
   30.06.2014: R102 million)
   - Treasury shares held on behalf of contract holders: R420 million (31.12.2013: R335 million; 
   30.06.2014: R305 million)
   - Liability - MMI Holdings Ltd convertible preference shares issued to KTH: R303 million 
   (31.12.2013: R313 million; 30.06.2014: R313 million)
5. Guardrisk is included as part of non-covered business at 30 June 2014 and 31 December 2014 and 
   Cannon as part of non-covered business at 31 December 2014.
6. The holding company expenses reflect the present value of projected recurring head office expenses.
   The international holding company expenses reflect the allowance for support services to the 
   international life assurance and health businesses.
7. The required capital for covered business amounts to R10 312 million (31.12.2013: R9 982 million; 
   30.06.2014: R10 114 million) and is adjusted for qualifying debt of R3 294 million 
   (31.12.2013: R1 558 million; 30.06.2014: R3 075 million).
8. The diluted number of shares in issue takes into account all issued shares, assuming conversion of 
   the convertible redeemable preference shares, and includes the treasury shares held on behalf of 
   contract holders.


ANALYSIS OF NET VALUE OF IN-FORCE BUSINESS PER DIVISION

                                                                     31.12.2014  31.12.2013  30.06.2014
                                                                             Rm          Rm          Rm

Momentum Retail                                                           9 963       9 441       9 674
  Gross value of in-force business                                       11 483      10 952      11 212
  Less cost of required capital                                          (1 520)     (1 511)     (1 538)
Metropolitan Retail                                                       3 627       3 811       3 738
  Gross value of in-force business                                        4 384       4 490       4 445
  Less cost of required capital                                            (757)       (679)       (707)
Momentum Employee Benefits                                                4 406       3 447       4 242
  Gross value of in-force business                                        5 131       4 052       4 892
  Less cost of required capital                                            (725)       (605)       (650)
International                                                             1 950       1 783       1 832
  Gross value of in-force business                                        2 131       1 911       2 006
  Less cost of required capital                                            (181)       (128)       (174)
Shareholder Capital                                                         626         888         838
  Gross value of in-force business (1)                                      626         888         838
  Less cost of required capital                                               -           -           -

Net value of in-force business                                           20 572      19 370      20 324

Notes
1. The value of in-force in the Shareholder Capital represents discretionary margins managed centrally 
   by Balance Sheet Management.


EMBEDDED VALUE PER DIVISION

                                        Adjusted net  Net value of  
                                               worth      in-force   31.12.2014  31.12.2013  30.06.2014        
                                                  Rm            Rm           Rm          Rm          Rm
Covered business
MMI Group Ltd                                 11 677        18 623       30 300      29 764      30 994
Metropolitan Odyssey Ltd                          62             -           62          49          59
International                                  1 575         1 949        3 524       3 058       3 340
  MMI Holdings Namibia Ltd                       627         1 290        1 917       1 634       1 793
  Metropolitan Life of Botswana Ltd              219           153          372         308         341
  Metropolitan Lesotho Ltd                       341           457          798         741         783
  Other international businesses                 388            49          437         375         423
Total covered business                        13 314        20 572       33 886      32 871      34 393

                                                       Write-up to
                                        Adjusted net    directors'
                                               worth         value   31.12.2014  31.12.2013  30.06.2014
                                                  Rm            Rm           Rm          Rm          Rm

Non-covered business
Momentum Investments (1)                         913         1 115        2 028       1 679       1 928
Health businesses (2)                            327         1 718        2 045       1 673       1 761
Momentum Retail (Wealth) (3)                     320           382          702         431         655
Guardrisk business (4)                           495         1 354        1 849           -       1 607
Momentum Short-term Insurance (MSTI)             138           181          319         300         319
International (5,6)                             (334)         (259)        (593)       (302)       (386)
MMI Holdings (after consolidation
  adjustments) (6)                               947        (1 430)        (483)        736        (602)
Total non-covered business                     2 806         3 061        5 867       4 517       5 282

Total embedded value                          16 120        23 633       39 753      37 388      39 675
Diluted adjusted net worth - 
  non-covered business                        (2 806)
Adjustments to covered business - 
  adjusted net worth                           3 122
Reporting excess - long-term 
  insurance business                          16 436

1. Momentum Investments subsidiaries are valued using forward price-earnings multiples applied to the
   relevant sustainable earnings bases.
2. All Health businesses are valued using embedded value methodology.
3. Momentum Retail (Wealth) is valued using embedded value methodology.
4. Guardrisk is valued using embedded value methodology.
5. Cannon is included within International at 31 December 2014.
6. The holding company expenses reflect the present value of projected recurring head office expenses.
   The international holding company expenses reflect the allowance for support services to the 
   international life assurance and health businesses.



ANALYSIS OF CHANGES IN GROUP EMBEDDED VALUE                                                                                                         

                                                                              Covered business           
                                                       Notes                       Gross
                                                                Adjusted        Value of
                                                               net worth        in-force         Cost of
                                                                   (ANW)           (VIF)             CAR 
                                                                      Rm              Rm              Rm

Profit from new business                                            (657)          1 189             (85)
  Embedded value from new business                         A        (657)          1 162             (85)
  Expected return to end of period                         B           -              27               - 
Profit from existing business                                      2 070            (563)             58 
  Expected return - unwinding of RDR                       B           -           1 240            (166) 
  Release from the cost of required capital                C           -               -             214
  Expected (or actual) net of tax profit transfer to 
    net worth                                              D       1 996          (1 996)              - 
  Operating experience variances                           E         114             157              10 
  Development expenses                                     F         (45)              -               - 
  Operating assumption changes                             G           5              36               -

Embedded value profit from operations                              1 413             626             (27)

Investment return on adjusted net worth                    H         430               -               - 
Investment variances                                       I         (10)           (411)            (74)
Economic assumption changes                                J         (13)            137             (10)
Exchange rate movements                                                6              (1)             (1)
Embedded value profit - covered business                           1 826             351            (112)
Transfer of business from/(to) non-covered business        K          20               1              (2)
Changes in share capital                                              20              10               -
Dividend paid                                                     (2 621)              -               -
Change in reserves                                                     -               -               -
Change in embedded value - covered business                         (755)            362            (114)

Non-covered business
Change in directors' valuation and other items         
Holding company expenses                                         
Embedded value profit - non-covered business            
Changes in share capital                                                  
Dividend paid                                                      
Finance costs - preference shares                                     
Transfer of business (to)/from covered business            K                        
Change in embedded value - non-covered business               

Total change in group embedded value                             

Total embedded value profit                                           

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


ANALYSIS OF CHANGES IN GROUP EMBEDDED VALUE (continued)

                                                                6 mths to       6 mths to      12 mths to
                                                               31.12.2014      31.12.2013      30.06.2014
                                                       Notes                   
 
                                                                 Total EV        Total EV        Total EV
                                                                       Rm              Rm              Rm

Profit from new business                                              447             403             875
  Embedded value from new business                         A          420             378             779
  Expected return to end of period                         B           27              25              96
Profit from existing business                                       1 565           1 503           3 228
  Expected return - unwinding of RDR                       B        1 074             896           1 786
  Release from the cost of required capital                C          214             217             407
  Expected (or actual) net of tax profit transfer to 
    net worth                                              D            -               -               -
  Operating experience variances                           E          281             378             544
  Development expenses                                     F          (45)              -               -
  Operating assumption changes                             G           41              12             491

Embedded value profit from operations                               2 012           1 906           4 103

Investment return on adjusted net worth                    H          430             583           1 063
Investment variances                                       I         (495)          1 178           1 278
Economic assumption changes                                J          114            (225)           (321)
Exchange rate movements                                                 4              12              (2)
Embedded value profit - covered business                            2 065           3 454           6 121
Transfer of business from/(to) non-covered business        K           19             (56)             (6)
Changes in share capital                                               30               2              42
Dividend paid                                                      (2 621)         (2 078)         (3 271)
Change in reserves                                                      -              42               -
Change in embedded value - covered business                          (507)          1 364           2 886

Non-covered business
Change in directors' valuation and other items                        248              44             718
Holding company expenses                                              (87)            (80)           (175)
Embedded value profit - non-covered business                          161             (36)            543
Changes in share capital                                              (30)             (2)            (42)
Dividend paid                                                         496             881           1 179
Finance costs - preference shares                                     (23)            (23)            (45)
Transfer of business (to)/from covered business            K          (19)             56               6
Change in embedded value - non-covered business                       585             876           1 641

Total change in group embedded value                                   78           2 240           4 527

Total embedded value profit                                         2 226           3 418           6 664

Return on embedded value (%) - internal rate of return              11.5%           20.4%           19.0%


A. VALUE OF NEW BUSINESS

VALUE OF NEW BUSINESS

                                                                     Momentum
                                         Momentum   Metropolitan     Employee
                                           Retail     Retail (1)     Benefits International         Total
                                               Rm             Rm           Rm            Rm            Rm

6 mths to 31.12.2014

Value of new business                         118            108          167            27           420
  Gross                                       149            131          192            34           506
  Less cost of required capital               (31)           (23)         (25)           (7)          (86)

New business premiums                       8 288          1 177        4 395           305        14 165
  Recurring premiums                          524            587          595           178         1 884
  Single premiums                           7 764            590        3 800           127        12 281

New business premiums (APE)                 1 300            646          975           191         3 112
New business premiums (PVP)                10 656          2 699        9 369           975        23 699
Profitability of new business as a 
  percentage of APE                           9.1           16.7         17.1          14.1          13.5
Profitability of new business as a 
  percentage of PVP                           1.1            4.0          1.8           2.8           1.8

Restated
6 mths to 31.12.2013

Value of new business                         136            122           90            30           378
  Gross                                       170            143          113            37           463
  Less cost of required capital               (34)           (21)         (23)           (7)          (85)

New business premiums                       8 128          1 054        2 236           284        11 702
  Recurring premiums                          519            558          532           166         1 775
  Single premiums                           7 609            496        1 704           118         9 927

New business premiums (APE)                 1 280            607          702           178         2 767
New business premiums (PVP)                10 499          2 635        6 506           943        20 583
Profitability of new business as a 
  percentage of APE                          10.6           20.1         12.8          16.9          13.7
Profitability of new business as a 
  percentage of PVP                           1.3            4.6          1.4           3.2           1.8

Restated
12 mths to 30.06.2014

Value of new business                         240            236          254            49           779
  Gross                                       312            276          299            61           948
  Less cost of required capital               (72)           (40)         (45)          (12)         (169)

New business premiums                      15 948          2 160        6 384           541        25 033
  Recurring premiums                        1 022          1 083        1 033           327         3 465
  Single premiums                          14 926          1 077        5 351           214        21 568

New business premiums (APE)                 2 515          1 191        1 568           348         5 622
New business premiums (PVP)                20 434          4 948       14 491         1 866        41 739
Profitability of new business as a 
  percentage of APE                           9.5           19.8         16.2          14.1          13.9
Profitability of new business as a 
  percentage of PVP                           1.2            4.8          1.8           2.6           1.9

1. The Metropolitan Retail APE and PVP have been changed to only reflect the initial inflows on certain 
   early retirement annuity business (comparatives have been restated). This reduced APE by R24 million 
   (31.12.2013: R20 million; 30.06.2014: R42 million) and PVP by R240 million (31.12.2013: R196 million; 
   30.06.2014: R424 million). This had no impact on value of new business.
2. Value of new business and new business premiums are net of non-controlling interests.
3. The value of new business has been calculated on closing assumptions.  Investment yields at the point 
   of sale have been used for fixed annuity and guaranteed endowment business, for other business the
   investment yields at the end of the period have been used.



ANALYSIS OF NEW BUSINESS PREMIUMS 

                                                                    Momentum
                                      Momentum   Metropolitan       Employee
                                        Retail     Retail (1)       Benefits  International          Total
                                            Rm             Rm             Rm             Rm             Rm
6 mths to 31.12.2014

New business premiums                    8 288          1 177          4 395            305         14 165
  Recurring premiums                       524            587            595            178          1 884
    Risk                                   264            379            206              -            849
    Savings/Investments                    260            208            389              -            857
    International                            -              -              -            178            178
  Single premiums                        7 764            590          3 800            127         12 281
    Savings/Investments                  7 415            123          2 193              -          9 731
    Annuities                              349            467          1 607              -          2 423
    International                            -              -              -            127            127

New business premiums (APE)              1 300            646            975            191          3 112
  Risk                                     264            379            206              -            849
  Savings/Investments                    1 001            220            608              -          1 829
  Annuities                                 35             47            161              -            243
  International                              -              -              -            191            191

Restated
6 mths to 31.12.2013

New business premiums                    8 128          1 054          2 236            284         11 702
  Recurring premiums                       519            558            532            166          1 775
    Risk                                   260            365            160              -            785
    Savings/Investments                    259            193            372              -            824
    International                            -              -              -            166            166
  Single premiums                        7 609            496          1 704            118          9 927
    Savings/Investments                  7 215            100          1 583              -          8 898
    Annuities                              394            396            121              -            911
    International                            -              -              -            118            118

New business premiums (APE)              1 280            607            702            178          2 767
  Risk                                     260            365            160              -            785
  Savings/Investments                      981            202            530              -          1 713
  Annuities                                 39             40             12              -             91
  International                              -              -              -            178            178


ANALYSIS OF NEW BUSINESS PREMIUMS
 
                                                                   Momentum
                                     Momentum   Metropolitan       Employee
                                       Retail     Retail (1)       Benefits  International          Total
                                           Rm             Rm             Rm             Rm             Rm
Restated
12 mths to 30.06.2014

New business premiums                  15 948          2 160          6 384            541         25 033
  Recurring premiums                    1 022          1 083          1 033            327          3 465
    Risk                                  501            713            408              -          1 622
    Savings/Investments                   521            370            625              -          1 516
    International                           -              -              -            327            327
  Single premiums                      14 926          1 077          5 351            214         21 568
    Savings/Investments                14 130            201          4 198              -         18 529
    Annuities                             796            876          1 153              -          2 825
    International                           -              -              -            214            214

New business premiums (APE)             2 515          1 191          1 568            348          5 622
  Risk                                    501            713            408              -          1 622
  Savings/Investments                   1 934            390          1 045              -          3 369
  Annuities                                80             88            115              -            283
  International                             -              -              -            348            348

1. The Metropolitan Retail APE and PVP have been changed to only reflect the initial inflows on certain 
   early retirement annuity business (comparatives have been restated). This reduced APE by R24 million
   (31.12.2013: R20 million; 30.06.2014: R42 million) and PVP by R240 million (31.12.2013: R196 million; 
   30.06.2014: R424 million). This had no impact on value of new business.


RECONCILIATION OF LUMP SUM INFLOWS

                                                                                 Restated        Restated
                                                                6 mths to       6 mths to      12 mths to
                                                               31.12.2014      31.12.2013      30.06.2014
                                                                       Rm              Rm              Rm

Total lump sum inflows                                             17 218          15 920          29 790
Inflows not included in value of new business                      (5 163)         (6 321)         (8 670)
Term extensions on maturing policies                                  265             223             465
Non-controlling interests and other adjustments                       (39)            105             (17)
Single premiums included in value of new business                  12 281           9 927          21 568

1. December 2013 has been restated to reconcile from on-balance sheet single lump sum inflows instead of 
   total lump sum inflows.
2. The Metropolitan Retail APE and PVP have been changed to only reflect the initial inflows on certain 
   early retirement annuity business (comparatives have been restated). This reduced APE by R24 million
   (31.12.2013: R20 million; 30.06.2014: R42 million) and PVP by R240 million (31.12.2013: R196 million;
   30.06.2014: R424 million). This had no impact on value of new business.


B. EXPECTED RETURN

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


C. RELEASE FROM THE COST OF REQUIRED CAPITAL

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


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

   The expected profit transfer for covered business from the present value of in-force to the adjusted net
   worth is calculated on the statutory valuation method.


E. OPERATING EXPERIENCE VARIANCES

OPERATING EXPERIENCE VARIANCES

                                               12 mths to 31.12.2014             6 mths to     12 mths to
                                                                                31.12.2013     30.06.2014
                                          ANW        Net VIF             EV             EV             EV
                               Notes       Rm             Rm             Rm             Rm             Rm

Momentum Retail                            26             52             78             72            170
Mortality and morbidity            1      144              7            151             77            235
Terminations, premium 
  cessations and policy 
  alterations                      2      (79)            51            (28)            20              5
Expense variance                            4              -              4             18             43
Other                              3      (43)            (6)           (49)           (43)          (113)

Metropolitan Retail                        68              5             73            104             39
Mortality and morbidity            1       48            (17)            31             60            108
Terminations, premium 
  cessations and policy 
  alterations                              (2)            16             14             27            (60)
Expense variance                           14              -             14             (6)            45
FNB Life - share of profits                19              -             19             22             30
Other                                     (11)             6             (5)             1            (84)

Momentum Employee Benefits                 (6)            27             21            108            218
Mortality and morbidity            1       33              -             33             12             60
Terminations                                -             27             27             59            138
Expense variance                           (5)             -             (5)            10             21
Other                              4      (34)             -            (34)            27             (1)

International                               8             62             70             52            102
Mortality and morbidity            1       42              3             45             45             86
Terminations, premium 
  cessations and policy 
  alterations                              (4)            32             28              4             17
Expense variance                          (17)            (6)           (23)             2              6
Other                                     (13)            33             20              1             (7)

Shareholder Capital                5       18             11             29             42             86
Opportunity cost of required
  capital                                   -             10             10              -            (71)
Total operating experience 
  variances                               114            167            281            378            544

Notes
1. Overall, mortality and morbidity experience for the six months was better compared to what was allowed 
   for in the valuation basis.
2. Better than expected termination experience on whole life insurance contracts as well as negative 
   persistency on investment contracts contributed to the negative termination experience. 
3. Various items including negative experience on policyholders taking up premium discounts on risk business
   and the impact of share price appreciation on the deferred compensation share scheme for sales agents.
4. Various items including business development and system migration costs.
5. The income recorded in respect of Shareholder Capital relates mostly to earnings from holding company 
   activities and the management of MMI's capital and shareholder balance sheet risks. Other sources of
   earnings such as variations in actual tax payments and corporate expenses not allocated to underlying 
   business units are also included here.


F. DEVELOPMENT EXPENSES

   Business development expenses, comprising mainly middle market and other initiatives within Momentum
   Retail.


G. OPERATING ASSUMPTION CHANGES 
                                                                                 6 mths to     12 mths to
                                  Notes           6 mths to 31.12.2014          31.12.2013      30.0.2014
                                          ANW        Net VIF             EV             EV             EV
                                           Rm             Rm             Rm             Rm             Rm
OPERATING ASSUMPTION CHANGES

Momentum Retail                             -             (2)            (2)            17             12
Mortality and morbidity 
  assumptions                               -              -              -              -             80
Renewal expense assumptions                 -              -              -              -            (30)
Termination assumptions                     -              -              -              -            (51)
Modelling, methodology and 
  other changes                             -             (2)            (2)            17             13

Metropolitan Retail                         -              4              4            (66)          (129)
Mortality and morbidity
  assumptions                               -              -              -              -            101
Renewal expense assumptions                 -              -              -              -             87
Termination assumptions                     -              -              -              1            (85)
FNB Life                                    -              -              -            (91)           (91)
Modelling, methodology and 
  other changes                             -              4              4             24           (141)

Momentum Employee Benefits                  -             26             26              7            461
Assumed mortality and 
  morbidity profit margin                   -              -              -              -            (23)
Termination assumptions                     -             (1)            (1)             2            144
Renewal expense assumptions           1     -             46             46              -            366
Modelling, methodology and
  other changes                             -            (19)           (19)             5            (26)

International                               5              8             13            (22)            15
Mortality and morbidity assumptions   2     -             32             32              3             (7)
Renewal expense assumptions                (4)             3             (1)           (20)            17
Termination assumptions                    (1)             -             (1)            11             10
Modelling, methodology and
  other changes                            10            (27)           (17)           (16)            (5)

Shareholder Capital                         -              -              -             56             (7)
Methodology change: cost of 
  required capital                          -              -              -             20            139
Total operating assumption changes          5             36             41             12            491

Notes
1. Impact of good sales volumes on expense recoveries.
2. Mainly allowance for improved risk profits on employee benefits business.


H. INVESTMENT RETURN ON ADJUSTED NET WORTH

INVESTMENT RETURN ON ADJUSTED NET WORTH

                                                                         6 mths to   6 mths to  12 mths to
                                                                        31.12.2014  31.12.2013  30.06.2014
                                                                                Rm          Rm          Rm

Investment income                                                              425         349         722
Capital appreciation and other                                                  20         246         368
Preference share dividends paid and change in fair value of 
  preference shares                                                            (15)        (12)        (27)
Investment return on adjusted net worth                                        430         583       1 063


I. INVESTMENT VARIANCES

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


J. ECONOMIC ASSUMPTION CHANGES

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


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

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


                                     Ajusted        In-force business            New business written
COVERED BUSINESS: SENSITIVITIES          net      Net    Gross   Cost of      Net      Gross      Cost of
- 31.12.2014                           worth    value    value   CAR (3)    value      value      CAR (3)
                                          Rm       Rm       Rm        Rm       Rm         Rm           Rm


Base value                            13 314   20 572   23 755    (3 183)     420        506          (86)

1%  increase in risk discount rate             18 972   22 513    (3 541)     354        448          (94)
    % change                                       (8)      (5)       11      (16)       (11)           9
1%  reduction in risk discount rate            22 459   25 227    (2 768)     495        572          (77)
    % change                                        9        6       (13)      18         13          (10)
10% decrease in future expenses                21 731   24 920    (3 189)     474        559          (85)
    % change (1)                                    6        5         -       13         10           (1)
10% decrease in lapse, paid-up and
      surrender rates                          21 303   24 531    (3 228)     504        594          (90)
    % change                                        4        3         1       20         17            5
5%  decrease in mortality and 
      morbidity for assurance 
      business                                 21 944   25 159    (3 215)     490        576          (86)
    % change                                        7        6         1       17         14            -
5%  decrease in mortality for 
      annuity business                         20 176   23 393    (3 217)     416        502          (86)
    % change                                       (2)      (2)        1       (1)        (1)           -
1%  reduction in gross investment
      return, inflation rate and risk
      discount rate                   13 274   20 940   24 143    (3 203)     438        524          (86)
    % change (2)                           -        2        2         1        4          4            -
1%  reduction in inflation rate                21 315   24 498    (3 183)     457        542          (85)
    % change                                        4        3         -        9          7           (1)
10% fall in market value of equities
      and properties                  13 068   19 453   22 562    (3 109)
    % change                              (2)      (5)      (5)       (2)
10% reduction in premium indexation
      take-up rate                             20 296   23 459    (3 163)     404        490          (86)
    % change                                       (1)      (1)       (1)      (4)        (3)           -
10% decrease in non-commission 
      related acquisition expenses                                            465        551          (86)
    % change                                                                   11          9            -
1%  increase in equity/property 
      risk premium                              21 048   24 217   (3 169)     433        519          (86)
    % change                                         2        2        -        3          3            -

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


MMI HOLDINGS GROUP - STOCK EXCHANGE PERFORMANCE

STOCK EXCHANGE PERFORMANCE   
                                                           31.12.2014  30.06.2014  31.12.2013  30.06.2013

6 month period
Value of listed shares traded (rand million)                    7 166       8 370       6 992       9 268
Volume of listed shares traded (million)                          260         338         299         398
Shares traded (% of average listed shares in issue) (1)            33          43          38          51
Value of shares traded - life insurance (J857 - Rbn)              104          88          77          93
Value of shares traded - top 40 index (J200 - Rbn)              1 628       1 566       1 502       1 691
Trade prices
  Highest (cents per share)                                     3 192       2 783       2 622       2 700
  Lowest (cents per share)                                      2 502       2 228       2 039       1 951
  Last sale of period (cents per share)                         3 000       2 625       2 530       2 217
Annualised percentage (%) change during period                     31           8          30           -
Annualised percentage (%) change - life insurance 
  sector (J857)                                                    10          25          33          20
Annualised percentage (%) change - top 40 index (J200)             (9)         23          40           2
31 December/30 June
Price/diluted core headline earnings (segmental) ratio           13.0        11.6        12.0        11.0
Dividend yield % (dividend on listed shares) (1)                  4.9         5.4         5.3         5.7
Dividend yield % - top 40 index (J200) (1)                        2.9         2.6         2.7         2.9
Total shares issued (million)
  Ordinary shares listed on JSE                                 1 571       1 570       1 570       1 570
  Treasury shares held on behalf of contract holders              (14)        (14)        (13)        (14)
  Basic number of shares in issue                               1 557       1 556       1 557       1 556
  Treasury shares held on behalf of contract holders               14          14          13          14
  Convertible redeemable preference shares                         33          34          34          34
  Diluted number of shares in issue (2)                         1 604       1 604       1 604       1 604
Market capitalisation at end (Rbn) (3)                             48          42          41          36
Percentage (%) of life insurance sector (1)                        13          12          13          13

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

Date: 04/03/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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