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Mon 26 Feb 2007, 9:00 NSX - OML - Old Mutual plc - Results For The Year
OML
 OLOML                                                                           
NSX - OML - Old Mutual plc - Results For The Year Ended 31 December 2006        
Old Mutual plc is incorporated in England and Wales                             
under the Companies Act 1985 with registration number                           
3591559 and is registered in South Africa as an external                        
company with registration number 1999/004855/10.                                
ISIN code: GB0007389926          NSX share code: OLM                            
JSE share code: OML              Issuer code: OLOML                             
Results for the year ended 31 December 2006                                     
Financial highlights                                                            
Adjusted operating profit(IFRS basis):* up 16% to GBP1,459 million (2005:       
                                       GBP1,261 million                         
Adjusted operating profit (European                                             
Embedded Value (EEV) basis):            up 22% to GBP1,687 million (2005:       
                                       GBP1,387 million)                        
Profit for the financial year           GBP836 million (2005: GBP867 million)   
attributable to equity holders of the                                           
parent (IFRS basis):                                                            
Adjusted operating earnings per         down 18% to 15.1p (2005: 18.5p)         
share* (IFRS basis):                                                            
Adjusted operating earnings per         down 14% to 17.8p (2005: 20.7p)         
share (EEV basis):                                                              
Basic earnings per share (IFRS basis):  17.0p (2005: 25.1p)                     
Net cash flow in relation to funds under management of GBP24 billion (2005:     
GBP13 billion)                                                                  
Funds under management of GBP239 billion at 31 December 2006 (2005: GBP182      
billion), an increase of 31%                                                    
Total life assurance sales, on an EEV Annual Premium Equivalent (APE) basis,    
of GBP1,535 million, an increase of 137% (2005: GBP648 million)                 
Adjusted embedded value per share                                               
(EEV basis):                            157.2p at 31 December 2006              
                                       (2005: 174.0p)                           
Recommended final dividend up 13.7% to 4.15p (58c)**                            
Jim Sutcliffe, Chief Executive, commented:                                      
"This set of results reflects a healthy overall performance from around the     
group. Funds under management grew an impressive 31% with operating profits     
benefiting both from a better than expected result from the Skandia acquisition 
and from investment in our existing businesses. Despite earnings being impacted 
by unfavourable currency translation impact, our strong financial position has  
enabled us to declare a final dividend increase of 13.7%.                       
The current year has started well. Although exchange rates, the cost of         
investing to achieve synergies across Europe, and costs in Sweden and at our    
South African life business to put these businesses on a sound basis for the    
future will hold back earnings growth for 2007, we have an excellent set of     
growing businesses and are clear about the tasks we must complete. We are on    
track to achieve over GBP300 billion of funds under management by the end of    
2008, which should provide a solid basis for substantial future earnings        
growth."                                                                        
26 February 2007   
Wherever the items asterisked in the Highlights are used, whether in the        
Highlights, the Chief Executive`s Statement or the Group Business Review, the   
following definitions apply:                                                    
* For long-term and general insurance business, adjusted operating profit is    
based on a long-term investment return, includes investment returns on life     
funds` investments in Group equity and debt instruments and is stated net of    
income tax attributable to policyholder returns. For all businesses, adjusted   
operating profit excludes goodwill impairment, the impact of acquisition        
accounting, initial costs of Black Economic Empowerment schemes, the impact of  
closure of unclaimed shares trusts, profit / (loss) on disposal of              
subsidiaries, associated undertakings and strategic investments and dividends   
declared to holders of perpetual preferred callable securities.                 
Adjusted operating earnings per ordinary share is calculated on the same        
basis as adjusted operating profit. It is stated after tax attributable to      
adjusted operating profit and minority interests. It excludes income            
attributable to Black Economic Empowerment trusts of listed subsidiaries. The   
calculation of the adjusted weighted average number of shares includes own      
shares held in policyholders` funds and Black Economic Empowerment trusts.      
** Indicative only, being the Rand equivalent of 4.15p converted at the         
exchange rate prevailing on 20 February 2007. The actual amount to be paid      
by way of final dividend to holders of shares on the South African branch       
register will be calculated by reference to the exchange rate prevailing at     
the close of business on 19 April 2007, as determined by the Company, and will  
be announced on 20 April 2007.                                                  
For further information on Old Mutual plc, please visit our website at          
www.oldmutual.com.                                                              
Enquiries                                                                       
Investor Relations                                                              
Malcolm Bell                 UK       +44 (0)20 7002 7166                       
Deward Serfontein            SA       +27 (0)11 523 9616                        
Media                                                                           
James Crampton               UK       +44 (0)20 7002 7133                       
Nad Pillay                   SA       + 27 (0)21 504 8026                       
College Hill (UK)                                                               
Tony Friend                  UK       +44 (0)20 7457 2020                       
Gareth David                 UK                                                 
Forward-looking statements                                                      
This announcement contains forward-looking statements with respect to certain   
of Old Mutual plc`s plans and its current goals and expectations relating to    
its future financial condition, performance and results. By their nature, all   
forward-looking statements involve risk and uncertainty because they relate to  
future events and circumstances that are beyond Old Mutual plc`s control,       
including, among other things, UK domestic and global economic and business     
conditions, market-related risks such as fluctuations in interest rates and     
exchange rates, policies and actions of regulatory authorities, the impact of   
competition, inflation, deflation, the timing and impact of other uncertainties 
or of future acquisitions or combinations within relevant industries, as well   
as the impact of tax and other legislation and other regulations in territories 
where Old Mutual plc or its affiliates operate.                                 
As a result, Old Mutual plc`s actual future financial condition, performance    
and results may differ materially from the plans, goals and expectations set    
forth in Old Mutual plc`s forward-looking statements. Old Mutual plc undertakes 
no obligation to update any forward- looking statements contained in this       
announcement or any other forward-looking statements that it may make.          
Notes to Editors:                                                               
A webcast of the analyst presentation and Q&A will be broadcast live at 9.30    
a.m. (UK time), 10.30 a.m. (Swedish time), and 11.30 a.m.                       
(South African time) today on the Company`s website, www.oldmutual.com. Copies  
of these results and the associated analyst presentation, together with         
high-resolution images (at http://oldmutual.com/vpage.jsp?page_id=2220) and     
biographical details of the executive directors of Old Mutual plc, are          
available in electronic format to download from the Company`s website. An       
interview with Jim Sutcliffe, Chief Executive, Old Mutual in video/audio and    
text is now available on the Company`s website and on http://www.cantos.com.    
The 2006 preliminary results Financial Disclosure Supplement can be found on    
the website. This contains a summary of key financial data for 2006 and 2005.   
Chief Executive`s Statement                                                     
A year of significant international development                                 
2006 was a year of significant international development for the Old Mutual     
Group, with the successful completion of our acquisition of Skandia.            
Reflecting the increased spread of our business, funds under management grew    
substantially, to GBP239 billion.                                               
Our businesses around the Group produced a healthy overall earnings             
performance. Operating profit benefited both from a better than expected result 
from our Skandia acquisition and good progress at our other businesses. We      
ended the year with a capital surplus of over GBP1 billion on an FGD (Financial 
Groups Directive) basis. Our strong financial position has enabled us to        
recommend a final dividend of 4.15p per share, which produces a total dividend  
for 2006 of 6.25p, an overall increase of 13.6%.                                
Notwithstanding this healthy performance, unfavourable currency movements,      
particularly in the Rand`s exchange rate to Sterling, reduced our IFRS earnings 
per share (EPS) by around 1.2p year-on-year.                                    
The transformation of the overall profile of our business is apparent from the  
fact that alongside our traditional South African franchise, we now have        
approximately 60% of our life sales for the year on an APE basis came in the UK 
and the rest of Europe and over three quarters of our funds under management in 
the USA and Europe.                                                             
We have been pleased with what we have found at Skandia and the cultural        
integration has progressed well. The synergy targets announced at our market    
update in June 2006 are on track, with some associated costs to be incurred     
during 2007. Skandia`s UK and Europe/Latin American businesses have exceeded    
expectations, while the Nordic business is still dealing with a number of       
legacy issues.                                                                  
We continued to manage our portfolio of businesses actively during 2006. We     
acquired Ashfield (a large cap asset manager in the USA, completed in January   
2007), Intech (an Australian asset manager) and Marriott (a property investment 
group in South Africa) and disposed of eSecLending, our US securities lending   
business, Pacific Financial Advisors, one of our US asset management            
businesses, and Skandia Vida, Skandia`s traditional life assurance business in  
Spain. We have begun restructuring Old Mutual Asset Managers (South Africa)     
into twelve boutique businesses under the new name, Old Mutual Investment Group 
(South Africa), and received a special dividend from our South African general  
insurer, Mutual & Federal Insurance Company Limited.                            
Growth is evident from our net cash flow of GBP24bn, increase in gross unit     
trust sales of 185% and life APE sales of 137% and increase in funds under      
management (after discounting businesses disposed of) of 31%.                   
Our 53%-owned South African banking subsidiary, Nedbank Group, continued on its 
return to health, with a 38% increase in profit and Return on Equity of 18.6%.  
Plans for our South African businesses to cooperate strategically and, where    
appropriate, operationally to deliver ever-increasing bancassurance and other   
synergy benefits are progressing well.                                          
During the year we were pleased to welcome Jonathan Nicholls as Group Finance   
Director. Jonathan has already started to make an impact on our financial and   
accounting processes.                                                           
Outlook                                                                         
This set of results reflects a healthy overall performance from around the      
group. Funds under management grew an impressive 31% with operating profits     
benefiting both from a better than expected result from the Skandia acquisition 
and from investment in our existing businesses. Despite earnings being impacted 
by the unfavourable currency translation impact, our strong financial position  
has enabled us to declare a final dividend increase of 13.7%.                   
The current year has started well. Although exchange rates, the cost of         
investing to achieve synergies across Europe, and costs in Sweden and at our    
South African life business to put the business on a sound basis for the future 
will hold back earnings growth in 2007, we have an excellent set of growing     
businesses and are clear about the tasks we must complete. We are on track to   
achieve over GBP300 billion of funds under management by the end of 2008, which 
should provide a solid basis for substantial future earnings growth.            
We are confident that Old Mutual will continue successfully on its journey to   
become a premier international savings and wealth management group.             
Jim Sutcliffe                                                                   
Chief Executive                                                                 
Group Finance Director`s Review                                                 
GROUP RESULTS                                                                   
For Old Mutual, 2006, with the acquisition of Skandia, was a transforming year  
during which we were able to produce a healthy set of results, driven by strong 
sales and cash earnings and an increased level of funds under management. The   
acquisition of Skandia in February resulted in a significantly larger and more  
internationally diversified business.                                           
Group Highlights (GBPm)                           2006       2005     Change    
Adjusted operating profit (IFRS basis) (pre                                     
tax)                                            1,459      1,261        16%     
Adjusted operating profit (EEV basis) (pre tax) 1,687      1,387        22%     
Profit before tax (IFRS)                        1,714      1,606         7%     
Adjusted operating earnings per share (IFRS                                     
basis)                                          15.1p      18.5p      (18%)     
Adjusted operating earnings per share (EEV                                      
basis)                                          17.8p      20.7p      (14%)     
Basic earnings per share (IFRS basis)           17.0p      25.1p      (32%)     
Embedded Value (GBPbn)                            8.6       7.1        21%      
Adjusted Embedded Value per share (EEV basis)  157.2p     174.0p      (10%)     
Value of new business                            244        113       116%      
Life assurance sales (APE) (GBPbn)             1,535        648      137 %      
Unit trust / mutual funds sales (GBPbn)        7,961      2,795       185%      
Net fund inflows (GBPbn)                          24         13        85%      
Funds under management (GBPbn)                   239        182        31%      
Return on equity (%)*                          12.0%      18.8%                 
Return on Embedded Value                       13.8%      16.5%                 
Full dividend (p)                              6.25p       5.5p       14%       
* Return on equity is calculated using adjusted operating profit after tax and  
minority interests on an IFRS basis with allowance for accrued coupon payments  
on the Group`s hybrid capital. The average shareholders` equity used in the     
calculation excludes hybrid capital.                                            
Strong growth in sales and assets across all regions, including our enlarged    
European operation, contributed  to an encouraging increase in adjusted         
operating profit before tax. This represents a 30% increase in the life result  
and a 17% increase in the asset management, banking and general insurance       
result, with all regions improving on a local currency basis.                   
Adjusted operating profit after tax and minority interests increased by 11%     
from GBP710 million in 2005 to GBP790 million in 2006, resulting in adjusted    
operating earnings per share of 15.1p for 2006.                                 
The split of the Group by adjusted IFRS earnings (after tax and minority        
interests, excluding corporate) is now broadly 58% South Africa, 20% United     
States, 20% Europe 2% Asia Pacific and elsewhere, reflecting the greater        
diversification of our earnings as a result of the Skandia acquisition.         
Adjusted Embedded Value operating profit up 22%                                 
The increase of 22% in the Group`s adjusted operating profit on a European      
Embedded Value (EEV) basis primarily reflects the significant contribution from 
Skandia, strong new business growth, and the increased profit from the          
non-covered business in Nedbank and our asset management businesses.            
The adjusted embedded value operating profit of GBP981 million for our covered  
business was up 40% from GBP701 million for the year ended 31 December 2005.    
This increase was driven by the acquisition of Skandia, which contributed 40% of
the profit. The contribution of the South African and United States businesses  
were 50% and 10% respectively. The value of new life business grew by 116% to   
GBP244 million. The increase on prior year is caused by the contribution from   
Skandia - and growth of 16% in South Africa, partially offset by a managed      
volume reduction of 12% in the United States.                                   
Whilst operating assumptions across all businesses were more conservative, this 
impact was largely offset by risk margin recalibration, ranging from 10bps to   
30bps. This was driven by the lower risk profile of our business and the impact 
of higher markets and interest rates reducing the expected cost of financial    
options and guarantees.                                                         
Dilution reduces Adjusted Embedded Value per share down by 10.0%                
Adjusted Group Embedded Value (EV) (adjusted primarily to bring listed Group    
subsidiaries to market value) increased by 21% to GBP8.6 billion at 31 December 
2006 (31 December 2005: GBP7.1 billion). The adjusted Group EV per share has    
reduced from 174p to 157.2p at 31 December 2006. Return on Group EV was strong  
at 13.8%.                                                                       
The movement in the embedded value per share has been driven by the dilution    
impact of approximately 22p as a result of acquiring Skandia and depreciation   
of the South African Rand and US Dollar over the year by 26% and 14%            
respectively, offset by market movements and operating profit growth.           
Synergies on track                                                              
The purchase of Skandia, with its leading open architecture technology, builds  
out our European operations and provides significant opportunities for organic, 
new start-up and acquisitive growth. The integration and synergies benefits of  
GBP70 million per annum (announced in June 2006) are on track to be delivered by
end-2008.                                                                       
Funds under management up 31%                                                   
We are pleased with the increased level of our sales and assets following the   
Skandia acquisition. The Annual Premium Equivalent (APE) of new business        
increased 137% and the Value of New Business has also more than doubled. Net    
fund inflows were GBP24 billion representing 11% of FUM when Skandia`s opening  
FUM are taken into account. Total funds under management is up 31% to GBP239    
billion.                                                                        
Capital position                                                                
Highlights (GBPm)                               2006      2005     % Change     
Senior debt gearing                             6.0%      6.1%         (2%)     
Total gearing                                  21.8%     23.6%         (8%)     
The Group`s gearing level remains comfortably within our target range, with     
senior debt gearing(1) at 31 December 2006 of 6.0% (6.1% at 31 December 2005)   
and total gearing, including hybrid capital, of 21.8% (23.6% at 31 December     
2005) reflecting the funding of Skandia. In January 2006 the Group issued GBP300
million of Lower Tier 2 Preferred Callable Securities as part of the public     
debt raising associated with the Skandia acquisition.                           
The Group continues to develop its economic capital programme. Over the year,   
we have observed a strengthening in our overall capital position, with          
available financial resources significantly in excess of the economic capital   
the Group believes would be required to support its target credit rating.       
The Group is in compliance with the Financial Groups Directive capital          
requirements, which apply to all EU- based financial conglomerates. Our FGD     
surplus was GBP1 billion at 31 December 2006.                                   
(1) Senior debt gearing is defined as senior debt over senior debt plus         
adjusted embedded value on an EEV basis. Senior debt excludes debt from banking 
activities and is net of cash and short-term investments that are immediately   
available to repay debt and derivative assets relating to swaps associated with 
senior debt, so as to reflect debt valued on effective currency and interest    
rate positions. Total gearing is similarly based, but includes hybrid capital   
instruments within debt.                                                        
Holding company cash flow                                                       
The table below shows the cash flows of the Old Mutual plc holding company and  
its satellite holding companies in South Africa, the United States and, since 1 
February, Europe. We believe this provides a clearer picture of the receipts    
and payments of available cash within the Old Mutual group than the IFRS        
holding company cash flow statement.                                            
                                                          GBPm        GBPm      
Total debt at 31 December 2005                                        1,982     
Opening liquid assets held centrally                          704               
Operational receipts                                          535               
Capital receipts                                              356               
Net debt raised                                               387               
New equity issuance                                            14               
Operational expenses                                        (156)               
Acquisitions, including Skandia                           (1,287)               
FX adjustments and other items                                 18               
Cash available                                                571               
Old Mutual plc dividend paid                                (281)               
Organic investment                                          (214)               
Closing liquid assets held centrally                           76               
Net debt raised                                                         387     
Skandia`s debt included at 31 December 2006 and other                           
adjustments                                                             114     
Total debt 31 December 2006                                           2,483     
Liquid assets held centrally                                           (76)     
Total net debt 31 December 2006                                       2,407     
Total available cash within the holding companies at the end of2005 was         
GBP704m, largely being held in anticipation of financing the purchase of        
Skandia. During 2006, the holding companies received a  total of  GBP891m of    
operational and capital receipts from  business units, plus net debt and        
equity proceeds of GBP401 million.                                              
After operational expenses, acquisition payments and adjusting items, there was 
GBP571m in available cash, of which GBP281m was used to pay the Old Mutual plc  
dividend and GBP214m invested in the businesses.                                
The balance of remaining cash at the end of 2006 was GBP76m, which is more in   
line with normal expectations than the end 2005 balance, as surplus cash is     
generally applied to reduce outstanding debt.                                   
Taxation                                                                        
The Group`s effective tax rate(1) for the year ended 31 December 2006 of 26%    
increased from 25% for the corresponding period in 2005. The main reasons for   
this movement are as follows:                                                   
-  Increased STC (Secondary Tax on Companies) paid on dividends has led to a 1% 
Increase;                                                                       
-  A reduction in the amount of non-taxable income has led to a 4% increase;    
-  Against this, the tax rate has reduced by 3% as a result of additional       
profits arising in lower tax jurisdictions.                                     
Dividend                                                                        
The directors of Old Mutual plc are recommending a final dividend for the year  
ended 31 December 2006 of 4.15p per share, making a total of 6.25p per share    
for the year, an increase of 13.6% over 2005. The indicative Rand equivalent of 
this final dividend(2) is 58c, making a total of 89c for the year, an increase  
of 45%. The Board`s policy on dividends is to seek to achieve steadily          
increasing returns to shareholders over time, reflecting the underlying rate of 
progress and cash flow requirements of Old Mutual`s businesses.(3)              
Jonathan Nicholls                                                               
Group Finance Director                                                          
26 February 2007                                                                
(1) Based on the tax charge excluding income tax attributable to policyholder   
returns as a proportion of profit before tax but after income tax attributable  
to policyholder returns                                                         
(2) Based on rates at 20 February 2007 (R13.9876 = GBP1).                       
(3) The record date for this dividend payment is the close of business on       
Friday, 11 May 2007 for all the Exchanges where the Company`s shares are        
listed. The last day to trade cum-dividend on the JSE and on the Namibian,      
Zimbabwe and Malawi Stock Exchanges will be Friday, 4 May 2007 and on the       
London and Stockholm Stock Exchange Tuesday, 8 May 2007. The shares will trade  
ex-dividend from the opening of business on Monday, 7 May 2007 on the JSE and   
the Namibian, Zimbabwe and Malawi Stock Exchanges, and from the opening of      
business on Wednesday, 9 May 2007 on the London and Stockholm Stock Exchanges.  
Shareholders on the South African, Zimbabwe and Malawi branch registers and the 
Namibian section of the principal register will be paid the local currency      
equivalents of the dividend under the dividend access trust arrangements        
established in each country. Shareholders who hold their shares through VPC AB, 
the Swedish nominee, will be paid the equivalent of the dividend in Swedish     
Kronor (SEK). Local currency equivalents of the dividend for all five           
territories will be determined by the Company using exchange rates prevailing   
at close of business on Thursday, 19 April 2007 and will be announced by the    
Company on Friday, 20 April 2007. Share certificates may not be dematerialised  
or rematerialised on the South African branch register between Monday, 7 May    
and Friday, 11 May 2007, both dates inclusive, and transfers between the        
registers may not take place during that period. The final dividend is subject  
to approval at the Annual General Meeting of Old Mutual plc, which is to be     
held in London on Thursday, 24 May 2007. Subject to being so approved, the      
final dividend will be paid on Thursday, 31 May 2007.                           
Business Review                                                                 
AFRICA                                                                          
Satisfactory increase in profits                                                
Strong rand growth in funds under management                                    
Continued strong recovery at Nedbank                                            
Impressive life and non-life sales                                              
Highlights (GBPm)                                2006       2005     % Change   
Adjusted operating profit - pre-tax           1,124      1,083           4%     
Life assurance sales (APE)                      392        358           9%     
Unit trust sales                              1,256      1,226           2%     
Funds under management (GBPbn)                   41         43         (5%)     
Highlights (Rm)                                2006       2005     % Change     
Adjusted operating profit - pre-tax          13,997     12,539          12%     
Life assurance sales (APE)                    4,888      4,141          18%     
Unit trust sales                             15,622     14,200          10%     
Funds under management (Rbn)                    561        472          19%     
Our African businesses continue to benefit from an expanding South African      
economy with GDP growth of 4.5% and growth of 38% in the JSE All Share Index    
over the year. We are well positioned across all key product and market sectors 
to benefit from these positive economic conditions.                             
Despite the deterioration of the rand, adjusted operating profit for the        
African businesses increased by 4% on a sterling basis, mainly as a result of   
the significant increase in Nedbank Group`s results as the momentum of the      
recovery programme continued. The increase in funds under management `on a Rand 
basis` despite high outflows, reflects the impact of buoyant markets. These     
outflows arose principally from the R30 billion withdrawal of Public Investment 
Corporation (PIC) assets and the depressed investment performance in the early  
part of 2006.                                                                   
Several projects aimed at realising revenue and cost synergies between the      
three businesses have progressed well. In particular, the project to leverage   
the scale of the data and voice transmission has yielded considerable savings.  
Bancassurance life sales between Old Mutual and Nedbank have increased 61%.     
LIFE ASSURANCE & ASSET MANAGEMENT - OLD MUTUAL SOUTH AFRICA (OMSA).             
Substantial sales growth                                                        
OMSA delivered another year of impressive sales. This was buoyed by the         
expanding South African economy driving the demand for investment and insurance 
products. We are also reaping the benefits of the investment in our retail      
distribution over the last three years. Our higher sales force numbers and      
strong medium term investment performance boosted growth in unit trust sales.   
Despite the shift in customer preference to non-life investment products our    
Individual Life sales (APE) grew by 19% in our core market.                     
The introduction of new-era products to capture this trend boosted the sales    
growth. Group life sales (APE) were up 11%.                                     
Responding to our customers` demands for greater investment flexibility and     
focus, we announced in January 2007 the restructuring of Old Mutual Asset       
Managers (SA) into twelve autonomous investment houses under the umbrella of    
Old Mutual Investment Group South Africa. This new multi-boutique business is   
styled on the successful model operated by our US Asset Managers and combines   
the benefits of Old Mutual`s international reach and strong support             
infrastructure. We also acquired Marriott, a property specialist and Umbono,    
the black-empowered investment boutique which gives our customers access to the 
country`s largest index tracking group in South Africa. This restructuring      
brings our asset management business in line with emerging trends in the global 
investment world.                                                               
Highlights (Rm)                                                                 
2006       2005     % Change      
Life assurance adjusted operating profit*     3,077      3,819        (19%)     
Asset management adjusted operating profit      874        801           9%     
Long term investment return (LTIR)            1,773      1,453          22%     
IFRS adjusted operating profit - pre-tax      5,724      6,073         (6%)     
Return on Allocated Capital                     23%        27%                  
Embedded Value adjusted operating profit of                                     
covered business (pre tax)                    5,752      6,352         (9%)     
Embedded Value of the covered business       33,274     30,944           8%     
Return on Embedded Value of the covered                                         
business                                      13.5%      17.6%                  
Life assurance sales (APE)                    4,416      3,784          17%     
Unit trust sales (Rbn)                       14,833     13,319          11%     
Value of new business                           781        614          27%     
APE margin (post tax)                           18%        16%                  
SA client funds under management (Rbn)          424        362          17%     
Net client cash flows (Rbn)                    (29)       (18)                  
*Includes income from associated undertakings                                   
Unit trust sales up 11%                                                         
Retail unit trust sales grew in both our broker and agency channels, with sales 
for the year up to a record R14.8 billion, driven by specific product-level     
marketing, our ongoing investment in distribution, sales growth through our     
open-architecture platform, client preference toward non-life investment        
products and the current positive investment environment in South Africa.       
Sales growth, although robust, tapered off in the second half of the year as a  
result of the volatile market and short-term investment performance slippage    
during the first half of the year. Again, we are confident that our new         
boutique model will address these concerns.                                     
Life sales (APE) up 17%                                                         
Our investment in our distribution capability has benefited growth in life      
sales.  Despite the move to non-life investment products, individual life sales 
are up 19% and institutional sales are up 11% on 2005. Good growth was          
experienced across all core product categories and distribution channels        
despite a shift in consumer preference to unit trust products. The sharp        
upsurge in life sales in the fourth quarter, which has continued into the new   
year, sets us up well for 2007 as a whole.                                      
Individual Life sales up 19%                                                    
Individual APE (Rm)                             2006      2005     % Change     
Savings                                        1,279     1,165          10%     
Protection                                       897       710          26%     
Annuity                                          193       175          10%     
Group Schemes                                    887       685          29%     
Total                                          3,256     2,735          19%     
Single                                           841       706          19%     
Recurring                                      2,415     2,029          19%     
Individual single premiums showed excellent growth, positively impacted by the  
bullish investment environment and a strong increase in bancassurance life      
sales through the Nedbank Group channel. Bancassurance sales, year-on-year were 
up 61% and as a proportion of total life APE grew from 9% last year to 13% this 
year. Sales of single premium savings products also showed good growth,         
supported by strong demand for our popular Investment Frontiers and MAX product 
range.                                                                          
Although we enjoyed strong demand for risk products, life wrapped recurring     
premium investment products remain under pressure as a result of negative       
publicity around these products. Non-life wrapped sales continue to grow, and   
sales of recurring premium life savings products through our Group Schemes      
channel have increased by 29% as a result of higher sales force numbers.        
Institutional sales up 11%                                                      
Institutional APE (Rm)                          2006      2005     % Change     
Savings                                          629       310         103%     
Protection                                        99       157        (37%)     
Annuity                                          193       162          19%     
Healthcare                                       239       420        (43%)     
Total                                          1,160     1,049          11%     
Single                                           788       425          85%     
Recurring                                        372       624        (40%)     
Single premium sales (which tend to be lumpy in nature) were 85% above last     
year`s levels largely as a result of a large Symmetry inflow and several large  
schemes in the fourth quarter. Institutional Business life recurring premiums   
declined mainly as a result of disappointing Healthcare sales which reflects    
the impact of declining membership in our Oxygen scheme following problems with 
the approval of new benefit options at the start of 2006. A new 75,000-member   
scheme was tendered for and won (coming on stream in 2007) at the end of the    
year supporting our efforts to bulk up our healthcare administration. Excluding 
Healthcare, Institutional sales (APE) is 46% ahead of 2005.                     
Value of new life business increases as "value for money" for clients improves  
Across OMSA, the after-tax value of new life business was R781 million, 27%     
higher than in 2005. This increase is pleasing given our continued focus on     
initiatives to improve value for money for customers as well as the investments 
we have made to increase our distribution capacity during 2006.                 
New business APE margins have increased to 18% overall from 16% in 2005. Within 
this result, the Institutional Business margin increased from 18% to 20% and    
Individual Business margin increased from 16% to 17%. The margin increased due  
to a change in the mix of business sold with increased sales of Group Schemes   
and Nedlife in individual business and with-profit annuity business in          
Institutional Business. The increase in margin was despite the investment in    
growing our sales forces and distribution capability, the switch to lower       
charge less capital intensive products, and more competitive pricing of our     
products.                                                                       
Growth of 17% in funds under management                                         
Funds under management increased by 17% buoyed by higher equity markets and net 
fund inflow. Funds under management include R19 billion of funds introduced as  
part of the acquisition of Marriott Property and Income Specialists in July     
2006.                                                                           
Net fund outflows of R29 billion was disappointing and were severely impacted   
by the R30 billion of funds withdrawn by the PIC in December 2006 (R10 billion  
withdrawal in 2005) and, in the second half of the year, concerns over          
short-term performance slippage. Excluding the PIC withdrawal, net fund inflow  
was broadly neutral for the year as a result of management actions taken during 
2006 to reduce the outflow of client funds experienced in 2005 and to improve   
inflows through our distribution initiatives. The PIC has indicated that it     
will place assets with specialists and empowered managers. We believe that with 
our new boutique structure, investment record and strong empowerment            
credentials, we are favourably positioned to compete for asset management       
mandates of all types.                                                          
Cash flows benefited from strong positive unit trust inflows into the wholesale 
and retail market during the first six months of the year. We are very          
encouraged by the strong net inflows that were achieved by the Symmetry         
multi-manager business during the final quarter.                                
Good investment performance continues                                           
OMAM (SA) continued to deliver strong investment performance over the           
medium-term, maintaining its ranking of third out of the eleven institutional   
asset managers in the Alexander Forbes South African Global Manager Watch       
(Large) Survey over the three years to 31 December 2006. At 31 December 2006,   
81% of funds managed by OMAM (SA) weighted by value outperformed their          
benchmarks over three years. Our Asset management earnings include the results  
of Marriott Property and Income Specialists (acquired in July), which together  
contributed a profit R30 million after integration costs. Excluding the one-off 
gains in OMSFIN in 2005, Asset Management profits increased 39%.                
Earnings depressed                                                              
Total earnings decreased by 6% partially as a result of adjustments made in the 
third quarter in our life assurance and healthcare business. Also impacting on  
our earnings was the increased investment in our distribution capability. The   
shift to lower margin and less capital-intensive products subdued expectations  
for core earnings. IFRS earnings were also negatively affected by the rising    
(Rand) share price.                                                             
Asset Management profits grew by 9% supported by the effects of a higher        
market. LTIR, partially offset by a reduction in life assurance profits,        
nevertheless rose by 22%, reflecting the growth in assets held in the           
shareholders` fund over recent years.                                           
Although our return on allocated capital dropped in 2006, this is still         
considerably above our hurdle despite being hit by the adjustments mentioned    
above.                                                                          
Strong capital position                                                         
The capital strength of the South African life company remains strong at a 3.7  
times coverage of the Statutory Capital Adequacy Requirement (SCAR), after      
allowing for statutory limitations on the value of certain assets. This         
compares with the coverage of 2.8 times at 31 December 2005.                    
BANKING - NEDBANK GROUP (NEDBANK)                                               
Growth strategy reflected in performance                                        
Headline earnings up 40% to R4,435 million                                      
Nedbank has maintained the momentum reported in the interim and third quarter   
results, ending the year with a strong performance in the final quarter. All    
divisions recorded strong growth and improved return on equity (ROE) over 2005. 
Highlights (Rm)                                 2006      2005     % Change     
Adjusted operating profit                      6,940     5,047          38%     
Headline earnings*                             4,435     3,167          40%     
Net interest income*                          10,963     8,529          29%     
Non-interest revenue*                          9,468     8,469          12%     
Net interest margin*                           3.92%     3.55%            -     
Cost to income ratio*                          58.2%     64.8%            -     
ROE*                                           18.6%     15.5%            -     
ROE* (excluding goodwill)                      22.1%     18.9%            -     
*As reported by Nedbank                                                         
Strong performance                                                              
Adjusted operating profit grew as a result of the continued positive banking    
environment, increasing growth in both net interest income and non-interest     
income, together with disciplined expense management.                           
Average interest-earning  banking advances grew by 16.5%, with strong growth    
experienced in retail advances, particularly residential home loans. This       
growth contributed to an increase in Total Assets to R425 billion.              
Nedbank has started to show improvements in market share in a number of asset   
categories particularly retail mortgages and other private sector loans (mainly 
corporate lending). This can be attributed to the brand being repositioned as a 
bank for all. Southern Africans, increased brand awareness, price reductions in 
several retail banking products and the launch of a number of new retail        
products together with continued strong performances from Nedbank Capital and   
Nedbank Corporate.                                                              
Net interest income growth of 29%, Net interest margin increases to 3.92%       
Net interest income (NII) growth was particularly strong. The margin increase   
was driven by the increased endowment together with the higher interest rate    
environment, positive mix changes from the growth in higher margin retail and   
business banking advances, as well as a change in the advances mix within       
Nedbank Retail resulting from higher growth in higher margin personal loans.    
NII benefited from this increase in the margin together with the growth in      
advances of 24%.                                                                
Nedbank anticipates some margin reduction during 2007 as a result of asset      
growth being funded largely by wholesale deposits. This will be partially       
offset by the remaining endowment effect from the interest rate increases.      
Impairment losses on loans and advances                                         
The impairments charge rose by 25% for the year. The impairments charge to      
average advances remained at low levels at 0.52% for the full year. Impairments 
were negatively impacted by the mix change in advances, referred to above, with 
higher margin retail advances and personal loans attracting appropriately       
higher levels of impairments, but with overall and particularly in the          
corporate division, our credit experience remained good.                        
Non-interest revenue growth of 12%                                              
Growth in non interest revenue (NIR) was mainly attributable to continued       
volume growth in Nedbank Corporate and Nedbank Retail, property private equity  
revaluations and realisations in Nedbank Corporate, private equity revaluations 
and realisations in Nedbank Capital, strong deal flow in Nedbank Capital, and   
strong growth in Bond Choice origination fees combined with new business        
premium growth in our bancassurance operations.                                 
NIR growth has been affected by the price reductions in Nedbank Retail. In July 
2006 Nedbank Retail reduced fees for individual current account clients by an   
average of 13%.                                                                 
Cost-to-income ratio of 58.2%                                                   
The improvement in the cost to income ratio is a result of the growth in        
operating income and disciplined expense management. As expected, this ratio is 
above the level of 57.3% reported in June 2006 due to the planned investment in 
distribution and branding in the second half of the year.                       
Strong capital position                                                         
Nedbank remains well capitalised with a Tier 1 capital adequacy ratio of 8.3%   
(9.4% at 31 December 2005) and total capital adequacy ratio of 11.8% (12.9% at  
31 December 2005). During the year Nedbank executed a number of initiatives as  
part of the group`s ongoing long-term capital management programme, which seeks 
to achieve an optimal and prudent capital structure including the buy-back of   
13.7 million shares.                                                            
Nedbank`s return on equity (ROE) is now comfortably ahead our cost of capital.  
While the ROE was ahead of the 2006 target, the planned investment in           
distribution makes the 55% cost-to-income ratio more challenging in 2007.       
Award winning bank                                                              
Nedbank received the international award for Emerging Markets Corporate Social  
Responsibility Bank of the Year` for the second consecutive year and the award  
for "Bank of the Year in South Africa" at the Banker`s 2006 Awards in London.   
During 2006 Nedbank was also rated first in its category in the JSE Socially    
Responsible Investment Index and again included in the Dow Jones World          
Sustainability Index.                                                           
GENERAL INSURANCE - MUTUAL & FEDERAL                                            
Highlights (Rm)                                 2006      2005     % Change     
Adjusted operating profit                      1,039     1,178        (12%)     
Gross premiums*                                8,549     8,004           7%     
Earned premiums*                               7,458     6,882           8%     
Claims ratio*                                    63%       62%                  
Underwriting ratio*                             6.1%      8.4%                  
Solvency ratio*                                  49%       74%                  
Return on capital* (3 year average)            27.5%     27.4%                  
* As reported by Mutual & Federal                                               
Strong  performance in a softening cycle                                        
Mutual & Federal delivered another year of solid results, achieving premium     
growth in a softening insurance market. The adjusted operating profit was       
boosted by a reserve release of R215 million and was delivered despite the      
anticipated deterioration in trading conditions in the short-term insurance     
market which resulted in a modest decrease in Mutual & Federal`s adjusted       
operating profit for the year. Although profitability is 12% lower than last    
year, Mutual & Federal`s continued close management of expenses, premium growth 
despite persistent pressure on premium income, and an overall relatively low    
level of claims reflects management`s focus on the business`s profit levers.    
Solid premium growth at 7%                                                      
The increase in total gross premiums for the year was broadly in line with      
inflation and was achieved despite the intensifying of competition and ongoing  
pricing pressure on premium income.                                             
Underwriting surplus maintained                                                 
Mutual & Federal generated an underwriting surplus of R455 million, down 21%    
from a surplus of R577 million in 2005. The underwriting ratio (the ratio of    
underwriting surplus to net earned premiums) was 6.1% (2005: 8.4%).             
Claims ratio impacted by increased claims                                       
The general level of claims increased over last year, with the claims ratio     
increasing to 63% from 62%. The motor account was impacted by a sharp increase  
in the incidence of motor accidents and the continuing escalation in repair     
costs. In addition, substantial weather related claims were experienced as a    
result of hailstorms during the year.                                           
Capital Management                                                              
The solvency ratio at year end was 49%, substantially impacted by the payment   
of a special dividend to shareholders following the detailed review of its      
capital requirements (31 December 2005: 74%). The capitalisation award, with a  
cash alternative of 800 cents per share, was paid in September 2006 and         
represented R2.1 billion or 40% of the net asset value of the company. The      
current solvency level is considered sufficient to sustain ongoing operations,  
as well as support the future development of the business.                      
A final dividend of 135c per share was recommended, making a total of 175c for  
the year (2005: 155c).                                                          
Return on capital remained strong as a result of the payment of the special     
dividend and the satisfactory underwriting performance during the year.         
UNITED STATES                                                                   
Excellent Investment performance continues                                      
Life sales in target range at good margins                                      
Highlights (GBPm)                                  2006     2005     % Change   
Adjusted operating profit (IFRS)                  251      224         12%      
Embedded Value adjusted operating profit                                        
(covered business)                                 98      122        (20%)     
Life assurance sales (APE)                        262      290        (10%)     
Mutual fund sales                                 743      245         203%     
Net fund flows (GBPbn)                            16*       14          14%     
Funds under management (GBPbn)                    134      132         1.5%     
Highlights ($m)                                  2006     2005     % Change     
Adjusted operating profit (IFRS)                  465      407         14%      
Embedded Value adjusted operating profit                                        
(covered business)                                181      222        (18%)     
Life assurance sales (APE)                        482      528         (9%)     
Mutual fund sales                               1,369      445         208%     
Net fund flows ($bn)                              30*       26          15%     
Funds under management ($bn)                      263      227          16%     
* Excluding the impact of eSecLending.                                          
Our US business is well placed to achieve strong growth as we enhance our       
products and investment styles. We introduced a common management structure     
across the Life and Asset Management businesses and aim to implement a          
coordinated retail distribution strategy in 2007.                               
IFRS adjusted operating profit for the US businesses was driven by strong funds 
inflows, positive equity markets and excellent investment performance in our US 
Asset Management business and sustained growth in assets at US Life.            
The asset management business enjoyed a 16% increase in funds under management  
in US $ terms, notwithstanding the sale of eSecLending and First Pacific        
Advisors, whilst US Life funds under management grew by 10% to $22 billion. On  
a Sterling basis, funds under management reflected the dollar depreciation      
during 2006.                                                                    
From 1 January 2007, Old Mutual Asset Managers (UK) (OMAM(UK)), a specialist    
asset management boutique firm located in London, will become an affiliate of   
US Asset Management.                                                            
US ASSET MANAGEMENT                                                             
Strong net client cash inflow                                                   
Highlights ($m)                                                                 
                                      2006     2005        % Change             
Adjusted operating profit (IFRS)       235       214          10%               
Funds under management ($bn)           261       226          15%               
Net fund flows ($bn)                   30*       26           15%               
Mutual fund sales ($m)                1,369      445         208%               
Operating margin                       28%      26%            -                
*Excludes impact of eSecLending                                                 
Another strong operating result                                                 
Operating earnings were strong and benefited from strong transaction and        
performance fees, and strong asset growth resulting from net cash inflows and   
positive market conditions.                                                     
Earnings were boosted by transaction and performance fees of $112 million       
(2005:$106 million) with a sharp increase in performance fees at Acadian. In    
addition, we benefited from unrealised gains of $18 million in relation to our  
seed capital investments in new funds. New earnings were produced from Copper   
Rock and Larch Lane which partially offset a reduction in securities lending    
revenue following the sale of eSecLending in May 2006.                          
The improvement in operating margin came from positive operating leverage,      
higher average funds under management and a more favourable mix of transaction  
and performance fees on a stable expense base.                                  
Record net funds flows and 15% growth in funds under management                 
Record net fund inflows of $40 billion were achieved for the year ($30 billion  
excluding eSecLending), as Acadian (international/ emerging markets "quant"     
equity), in particular continued to attract inflows.                            
The strong growth in funds under management was driven by record cash flows,    
strong investment performance and positive equity markets. Excluding the        
disposals of eSecLending ($25.4 billion) and FPA ($10.4 billion), funds under   
management is up 31% from 2005.                                                 
Excellent fund performance                                                      
Our affiliates continue to achieve excellent investment performance. At 31      
December 2006 90% of assets outperformed their benchmarks over three years.     
Over the same period 78% of assets ranked in the first quartile of their peer   
group.                                                                          
Building our business                                                           
Our Old Mutual Capital initiative gathered momentum with gross sales of $2.3    
billion, an increase of 77% compared to $1.3 billion last year. Of this, $1.4   
billion related to mutual fund sales, up 208% on last year.                     
US Asset Management continues to manage and balance its portfolio, with the     
addition of growth specialists; Copper Rock Capital Partners in February 2006,  
and Ashfield Capital Partners in February 2007, and of hedge fund of funds      
capability at Larch Lane and 2100. We divested eSecLending in May, and in       
October, our last remaining revenue sharing firm, First Pacific Advisors,       
executed an MBO.                                                                
A trend of strong net inflows, a track record of excellent investment           
performance, and a focus on retail distribution place the business in a         
favourable position to increase funds under management and earnings going       
forward.                                                                        
US LIFE                                                                         
Life assets up $2 billion                                                       
Continued increase in operating profits                                         
EV models improved                                                              
Highlights ($m)                                  2006     2005     % Change     
Adjusted operating profit (IFRS)*                 230      193          19%     
Return on equity*                                7.1%     6.4%                  
Embedded Value adjusted operating profit          181      222        (18%)     
Return on embedded value (ROEV)                  6.1%     8.5%            -     
Life assurance sales (APE)                        482      528         (9%)     
Value of new business                              83       93        (11%)     
New business margin                               17%      18%                  
Funds under management ($bn)                       22       20          10%     
* 2005 restated to exclude amortisation of the present value of  acquired       
in-force business                                                               
Earnings increased in line with assets, with asset growth driven by premiums    
Return on embedded value (ROEV) at the planned level. Although positive         
earnings growth was achieved, this was slowed by the impact of higher interest  
rates, which led us to strengthen ourv capitalised assumptions on our           
Multi-Year Guaranteed Annuities (this gave rise to a $24 million reduction in   
IFRS earnings in Q3) and poorer than expected mortality experience on Single    
Premium Immediate Annuities.                                                    
EEV assumptions were strengthened for the Single Premium Immediate Annuities    
and Multi-Year Guaranteed Annuities, as highlighted at Q3 and the usage of a    
penalty-free surrender option. Premiums reached $3.9 billion, in the band       
around $4 billion that we were aiming for, but a little lower than last year    
when we were at the top of the target range. Together, these resulted in a      
reduction in the ROEV to 6.1% from 8.5%.                                        
As we have said, we have also been engaged in a substantial upgrade of our      
systems and our modelling capability. This has resulted in the EV being reduced 
by $107 million. This has been excluded from adjusted EV earnings, and          
disclosed separately.                                                           
ROE increased in line with the improvement in earnings. We maintained our       
targeted risk-based capital ratio at 300% and were happy to see statutory       
profit appear in Q4.                                                            
The growth in funds under management benefited from strong net inflows,         
particularly from Old Mutual Bermuda which achieved inflows in excess of $1     
billion for the first time, and positive market movements.                      
The business remains on track to return cash in 2007.                           
Life sales volumes in target range at good margins                              
Following a strong performance in the final quarter, total life sales were $3.9 
billion on a gross basis and $482 million on an APE basis.                      
Sales of equity-indexed annuities were the single largest APE contributor and   
represented 43% of total APE.                                                   
Offshore sales (APE) through Old Mutual Bermuda increased by 66% to $119        
million, maintaining the strong momentum built in the first half of 2006. The   
exceptional growth reflects the strength of our relationships and overall       
expansion in the bank distribution network, combined with the attractiveness of 
our product range, which includes variable annuity, fixed annuity and           
equity-indexed products. Offshore annuity sales now represent a quarter of      
sales in our US Life business.                                                  
Margin healthy                                                                  
The after tax value of new business was affected by slightly lower margins and  
the reduction in new life sales. Margin remains healthy and within our target   
range, and reflects strong investment performance and overall improvement in    
our pricing disciplines during 2006.                                            
Effective financial management and risk control                                 
Our migration to a new actuarial and finance system was successfully executed,  
with the new system providing enhancements to our internal processes. We        
continue to improve the required infrastructure to support this growing         
business.                                                                       
EUROPE                                                                          
108% surge in operating profit                                                  
Proforma                 
Highlights (GBPm)*                                2006      2005     % change   
IFRS adjusted operating profit                   231       111         108%     
Embedded Value adjusted operating profit                                        
(covered business)                               394       328          20%     
Life assurance sales (APE)                       881       781          13%     
Mutual fund sales                              4,306     2,715          59%     
Value of New Business                            127       113          12%     
Net fund inflows (GBPbn)                         6.3                            
Return on Invested Capital                      8.1%                            
Return on Embedded Value (covered business)    13.5%                            
Funds under management (GBPbn)                    52        44          18%     
*All current and prior year numbers reflect 11 months of results and are        
adjusted to Old Mutual accounting policies, prior year embedded value numbers   
are on a Skandia basis but allow for group expenses.                            
Strong business performance                                                     
Our European business continued to deliver very pleasing performance on the     
back of strong sales, net client inflows and the increasing scale of our        
operations in the United Kingdom and ELAM divisions. APE sales and margins in   
the fourth quarter improved significantly over the third when volumes were      
lower due to seasonal effects. Our European business now forms a very           
significant part of the Group`s operations and international diversification,   
and is on track to achieve the 2008 targets communicated at the Capital Markets 
Day on 20 June 2006. In line with our estimates announced on 20 June 2006, GBP16
million was spent on integration costs realising GBP12 million of synergies in  
2006.                                                                           
Adjusted operating profit for the eleven months to 31 December 2006 increased   
to GBP231 million, building on growth in funds under management and strong sales
volumes which delivered higher fund- and premium- based income growth. Value of 
new business grew by 12% driven by an increase in APE. This also contributed    
positively to the return on EEV of 13.5%.                                       
Our higher than average exposure to baby boomers in our European markets        
provides a real opportunity. In the UK, we will capitalise on the market trend  
to wrap products with the launch in the summer of the new supermarket platform. 
The underlying need for advised pension savings remains and these changes are   
receiving the committed attention of senior management. In the ELAM Division we 
are expanding distribution capacity further during 2007.                        
UNITED KINGDOM AND OFFSHORE                                                     
                                                    Proforma                    
Highlights (GBPm)*                                2006      2005     % Change   
IFRS adjusted operating profit                   128        34         276%     
EV adjusted operating profit (covered business)  208       100         108%     
Life assurance sales (APE)                       558       480          16%     
UK life assurance sales (APE)                    396       261          52%     
Unit trust sales                               3,039     1,456         109%     
Value of new business                             55        44          25%     
New business margin                              10%        9%                  
Net fund inflows (GBPbn)                         4.8                            
Funds under management (GBPbn)                    35        29          29%     
*All current and prior year numbers reflect 11 months of results and are        
adjusted to Old Mutual accounting policies, prior year embedded value numbers   
are on a Skandia basis but allow for group expenses. 2005 figures include       
Selestia                                                                        
2006 was a year of significant achievement for UK Division, characterised by    
strong sales, strong net fund inflows and ongoing recognition from our          
distributors. Life sales growth was better than average in the UK market with   
pension sales, driven by A day, up 65% to GBP230 November, Skandia UK were      
awarded their 26th million and overall life sales, including offshore, up 16%.  
In Financial Adviser 5-star award in 16 years, which this year included the     
`Company of the Year` award. The financial results also showed significant      
improvement over 2005 with strong growth in both the IFRS and Embedded Value    
adjusted operating profit for the year.                                         
Growing IFRS profits                                                            
Adjusted operating profit for the UK division was driven by a higher level of   
funds under management, the maturity profile of the book and effective          
operational leverage. The synergy capture process is under way and expenditure  
has commenced, and will increase over the coming months in line with our 20     
June disclosure. Involving an extensive outsourcing arrangement, the business   
is in the process of extensive reengineering to enable efficient and            
cost-effective straight-through processing.                                     
The underlying performance of the mutual funds business continued to improve    
through the second half of 2006. The integration of the two fund supermarkets   
(Skandia MultiFUNDS and Selestia) is progressing in line with expectations.     
Strong underlying Embedded Value performance                                    
Embedded value adjusted operating profit before tax was GBP208 million, driven  
by good growth in new business, strong experience variances and operating       
leverage. Our experience variances were positive, driven by higher fee and      
favourable surrenders and mortality experience consistent with our              
expectations.                                                                   
Strong growth in funds under management and net fund inflows                    
Net fund inflows were GBP4.9 billion for the year representing 14% of funds     
under management. The favourable position was supported by positive market      
movements giving rise to significant growth in funds under management during the
year.                                                                           
Strong new business growth in UK life and mutual fund sales                     
The UK Division`s open architecture platform, helped by our strong reputation   
in the industry and the favourable economy and equity markets, continued to     
deliver strong new business growth, with both life sales on an APE basis and    
mutual fund sales up strongly in the eleven months to 31 December 2006. Sales   
in the UK were particularly strong boosted by A Day effects and were 52% up at  
GBP396 million APE.                                                             
Pension sales substantially higher                                              
Overall new business levels in the course of 2006 are broadly in line with      
management expectations with the UK pensions business where high levels of      
activity continued even after "Pensions A-Day" (6th exception of April 2006,    
the date when the UK government significantly simplified the rules for tax      
privilege). UK Pensions business grew in the year by over 65% to GBP230 million 
APE.                                                                            
Towards the end of the year there was further growth in the sale of life bonds  
mirroring improved investor confidence arising from equity market appreciation. 
Offshore business, in line with management expectations remained flat against   
2005. UK-sourced offshore sales were muted by uncertainty surrounding the tax   
treatment of trusts in the early part of the year but improved towards the      
latter part of the year as greater understanding of the implications of the new 
legislation became apparent.                                                    
Unit trust sales up 109% to GBP3 billion                                        
Our Selestia and Skandia MultiFUNDS businesses continue to benefit from the     
IFA`s shift to open architecture investment platforms as the preferred strategy 
for the management of clients` assets. The launch of the Skandia-manufactured   
"Best Ideas" funds, including the UK Best Ideas in October, has improved net    
fund inflows across the group generating gross direct subscriptions exceeding   
GBP300 million.                                                                 
Margins improved with new business growing significantly                        
Life new business APE margins post-tax at a product level improved by 10% for   
the year. The delivery elements of our integration programme are now well       
advanced to deliver the synergies required to reduce administrative costs per   
policy significantly to achieve our target margin in the 11-12% range from mid  
2008.                                                                           
The value of new business improved by 25% to GBP55 million, due to strong sales 
growth across our core products.                                                
Bankhall successful turn around                                                 
2006 has seen Bankhall concentrate on its core services and ensure that its     
proposition is meeting fully the needs of the intermediary market. The          
refocusing of activity has returned the business to profitable growth whilst    
reducing income and expenses, the latter to a greater extent.                   
NORDIC                                                                          
                                                    Proforma                    
Highlights (SEKm)*                                                              
2006      2005     % Change      
IFRS adjusted operating profit                   995       971           2%     
EV adjusted operating profit (covered business)1,447     1,530         (5%)     
Life assurance sales (APE)                     1,769     1,954         (9%)     
Mutual funds sales                             2,144     1,986           8%     
Value of new business                            479       618        (22%)     
New business margin                              27%       32%                  
Net fund inflows (SEK bn)                        3.5                            
Funds under management (SEK bn)                  106        95          12%     
*All current and prior year numbers reflect 11 months of results and are        
adjusted to Old Mutual accounting policies, prior year embedded value numbers   
are on a Skandia basis but allow for group expenses.                            
Increased operating profit driven by higher level of funds under management.    
The increase in adjusted operating profit for the Nordic business is            
attributable to a higher level of funds under management and positive net       
client cash flow in the Swedish unit linked business.                           
Life assurance sales                                                            
The sales of the `Kapitalpension` product boosted life sales (APE) temporarily  
in 2005 and 2006 saw volumes drop back. New sales of occupational corporate     
pension schemes (TPS), our largest product, were constant compared to last      
year.                                                                           
Denmark recorded strong growth of 101% in life sales (APE) compared to prior    
year following favourable market development in Denmark and an improved product 
offering.                                                                       
Sales in 2007 are likely to be lower as the tax effectiveness of the            
Kapitalpension product was removed in February this year and we are only on the 
panel for the new ITP agreement through Skandia Liv products.                   
Strong growth in funds under management                                         
Funds under management increased following an improvement in market conditions  
and higher net inflows from customers and benefiting from a strong fourth       
quarter after the traditionally slow third quarter holiday season.              
Margin and EEV                                                                  
Life new business margin was 27%, compared to 32% for the 11 months to 31       
December 2005. This in part attributable to the lower new sales of the          
Kapitalpension. EV adjusted operating profit declined by 5% to SEK 1,447        
million. This decrease in EV adjusted operating profit on a pro-forma basis was 
caused by the lower value of new business, and a small negative operating       
assumption change in 2006 compared to strong positive assumption changes last   
year. The former two effects were partially offset by higher fee income and     
surrender experience in line with assumptions.                                  
Continued growth in banking business                                            
Our banking business continues to strengthen, with lending and deposits         
achieving good growth during the year. Lending increased to SEK49 billion, up   
19% on the prior year, mainly due to strong mortgage lending in Norway.         
Skandiabanken continued to attract new customers and create valuable synergies  
with the rest of the Nordic business. Operating profit is lower than 2005,      
which was impacted by some positive one-offs. This is also in line with 2006    
expectations where IT projects and expenditures for the Basel II implementation 
were planned.                                                                   
Putting the Business on a sound footing for the future                          
There are a series of factors that will affect the earnings from this business  
in 2007. Firstly, we have decided to alter the arrangements between Skandia Liv 
and Skandia AB so that there is complete clarity that Liv policyholders`        
interests continue to be separated from the shareholder interests. This should  
ensure that the longstanding debates about governance of Skandia Liv are        
resolved. We have commenced discussions with the Skandia Liv board and hope to  
have these completed in the near future. This will result in greater new        
business strain borne by our shareholders (SEK 150 million in 2007), and some   
additional administration costs (SEK 100 million - SEK 150 million per annum),  
but will enable us to grow profitably in 2008 and beyond. Skandia Liv is an     
integral part of our strategy, and we believe it is important to ensure that    
the highest standards of governance are observed. Secondly, the IT systems of   
Skandia require significant improvements both to improve service standards and  
to allow us to improve our products, and we will be investing in these over the 
next eighteen months. This will cost approximately SEK 100 million in 2007.     
This was well understood at the time of acquisition and does not relate to the  
synergies, which are being sought at the same time. A new organisational        
structure for Sweden is being put in place and we are confident about the       
strength of the underlying Skandia brand in Sweden.                             
EUROPE AND LATIN AMERICA (ELAM)                                                 
                                                           Proforma             
Highlights (EURm)*                                                              
2006      2005     % Change      
IFRS adjusted operating profit                    48         9         433%     
EV adjusted operating profit (covered business)  116       169        (31%)     
Life assurance sales (APE)                       282       231          22%     
Mutual fund sales                              1,629     1,629           0%     
Value of new business                             55        33          66%     
New business margin                              19%       14%                  
Net fund inflows (EURbn)                         1.7                            
Funds under management (EURbn)                    13        12           8%     
*All current and prior year numbers reflect 11 months of results and are        
adjusted to Old Mutual accounting policies, prior year embedded value numbers   
are on a Skandia basis but allow for group expenses.                            
Margins in line with target                                                     
The year ended  positively, with strong life assurance sales growth recorded    
for the nperiod, delivered through expanded distribution, profitable products   
and helped by generally positive equity market sentiment.                       
In 2006 we continued our expansion into new market segments, distribution       
channels, IFA networks and products. We also continued our drive for greater    
efficiency, and used the existing German back office to launch into Hungary and 
the Czech Republic.                                                             
2006 has been another year where our businesses have been recognised in their   
local markets as excellent service providers and strong innovators of financial 
solutions. Notable growth was experienced in the French, Polish and Mexican     
markets. Towards the end of 2006, Austria and France each achieved the landmark 
of EUR1 billion funds under management, demonstrating that more and more of     
our young businesses are achieving scale.                                       
Strong operating profit result                                                  
IFRS adjusted operating result reflects the benefits of strong organic growth   
in life and mutual fund business, coupled with expense discipline.              
EEV adjusted operating profit of EUR116 million is 31% below that for 2005.     
The decrease is primarily attributed to significant and positive operating      
assumption changes in 2005, which are marginally negative in 2006. The          
underlying growth, however, is strong due to the increase in new business       
resulting in a significant improvement in the value of new business.            
Life new business sales end on a strong note                                    
Particularly strong sales of single premium products in Europe and recurring    
premium business in Poland were recorded during the period.                     
Mutual fund sales flat                                                          
In Latin America, where our pension products are reported as mutual funds       
business, we performed strongly during 2006, particularly in the mandatory and  
complementary pension segments in Colombia and in institutional mandates        
awarded in Mexico. In Europe, sales in 2005 were inflated by exceptionally      
successful institutional mutual fund inflows in Spain. As anticipated, these    
inflows in Spain decreased notably in 2006 because of the sale of Skandia Vida, 
offsetting the growth experienced throughout the rest of the Division.          
Funds under management up 8%                                                    
Net fund inflows, 14% of opening funds under management, were experienced       
during the year and account for EUR1.7 billion of the increase, with            
unfavourable market movements accounting for EUR0.7 billion. The overall        
revenue-generating quality of the funds under management improved over the      
course of the year.                                                             
Margin in line with target                                                      
The value of new business is ahead of last year, reflecting particularly good   
growth in sales and market share in a number of countries and the increasing    
economies of scale of our operations.                                           
The post-tax profit margin of 19% achieved for the eleven-month period is ahead 
of our medium-term target range of 16-18%, principally reflecting the good new  
business growth in higher margin markets and increased economies of scale in    
the sales activities.                                                           
Sale of Skandia Vida, Spain                                                     
In December 2006, we announced we have reached an agreement to sell Skandia     
Vida, our traditional life business in Spain. The successful completion of this 
transaction is in line with Skandia`s core European strategy to focus on mutual 
fund and unit-linked business.                                                  
OTHER                                                                           
                                                                         %      
Highlights (GBPm)                                2006*      2005     Change     
Adjusted operating profit                           18        20      (10%)     
Funds under management (GBPbn)                      12         7        71%     
Unit trust / Mutual funds sales                  1,657     1,072        55%     
KMOM (India) APE (INRm)**                        5,321     2,659       100%     
Skandia:BSAM APE (RMBm)**                         53.8       6.8       691%     
* Includes results of Skandia Australia and Skandia BSAM (China) for 11 months  
** This represents 100% of the businesses, OM owns 26% of KMOM and 50% of       
Skandia:BSAM                                                                    
Australia                                                                       
Australian Skandia Limited (ASL) has been operating in the retail Australian    
market for five years as a unit linked multi manager principally targeting the  
independent sector. Intech, a research operation focusing on the institutional  
market, was acquired in late 2006. Both ASL and Intech will benefit from a      
larger combined investment research team, providing the enlarged entity with    
top-class proprietary research and wider distribution across both retail and    
institutional markets.                                                          
For the first time since incorporation, the business posted a small profit for  
the year and is on track to achieve strong profits in 2007. Funds under         
management closed at AU$14.2 billion (2005: AU$3.7 billion), consisting of      
retail (ASL) AU$5.1 billion and institutional (Intech) AU$9.1 billion.          
China                                                                           
Our joint venture with the Beijing State-owned Asset Management Company (BSAM)  
in China has now been in operation for two years and continues to show strong   
sales growth. The business sells unit-linked products and has licences to       
operate in Beijing, Shanghai and Jiangsu Province. Plans are underway to apply  
for at least two further branch licenses before the end of the year and to open 
two sub branches in other major cities in Jiangsu Province.                     
For the year ended 31 December 2006 the venture reported a loss of RMB59        
million. Despite its recent entry into the market, of the 25 foreign owned      
joint venture insurance companies in China, Skandia BSAM had the 10th largest   
gross premium flows.                                                            
India                                                                           
Our 26% life associate in India, Kotak Mahindra Old Mutual (KMOM) continues to  
make robust progress. Old Mutual has an option to increase its shareholding in  
the business, when the Indian Government`s proposed increase in the foreign     
direct investment limit, currently capped at 26%, comes into effect.            
In line with the Kotak Mahindra Group, KMOM has a 31 March year-end.            
Net losses for the 9 months ended 31 December 2006 are INR482 million. Gross    
premiums for the 9 months totalled INR5,047 million representing a 96% increase 
on 2005.                                                                        
OMAM (UK)                                                                       
2006 has been a year of investment and of developing the platform for future    
growth in OMAM (UK). The business reported adjusted operating profit of         
GBP13.1million (2005: GBP10 million).                                           
Gross sales for the year exceeded GBP1.6 billion (2005: GBP1.1 billion)         
representing a year-on-year increase of 45%. Full year closing funds under      
management increased by 23% to GBP5.7 billion (2005: GBP4.6 billion).           
2006 saw the launch of three single strategy hedge funds and three multi        
strategy hedge funds.                                                           
With effect from 1 January 2007, executive responsibilities for OMAM (UK) will  
be transferred to US Asset Management.                                          
Other                                                                           
Other businesses include Old Mutual Asset Managers Bermuda and Palladyne Asset  
Managers in the Netherlands. Palladyne funds under management increased by 54%  
to EUR576 million, (2005: EUR376 million). With effect from 1 January 2007,     
executive responsibilities for Palladyne will be transferred to Skandia ELAM.   
Consolidated Income Statement                                                   
for the year ended 31 December 2006                                             
                                                                      GBPm      
                                                Year ended      Year ended      
                                               31 December     31 December      
Notes            2006            2005      
Revenue                                                                         
Gross earned premiums                3(iii)           4,713           4,473     
Outward reinsurance                                   (267)           (197)     
Net earned premiums                                   4,446           4,276     
Investment income (net of investment                                            
losses)                                              10,439           6,569     
Banking interest and similar income                   2,441           2,018     
Fee and commission income, and                                                  
income from service activities                        2,262           1,274     
Other income                                            324             215     
Share of associated undertakings`                                               
profit after tax                                          6              17     
Total revenues                                       19,918          14,369     
Expenses                                                                        
Claims and benefits (including                                                  
change in insurance contract                                                    
provisions)                                         (7,999)         (7,795)     
Reinsurance recoveries                                  245             226     
Net claims and benefits incurred                    (7,754)         (7,569)     
Change in investment contract                                                   
liabilities                                         (4,655)         (1,202)     
Losses on loans and advances                          (123)           (103)     
Finance costs (including interest                                               
and similar expenses)                                  (91)            (40)     
Banking interest expense                            (1,461)         (1,254)     
Fees and commission expense, and                                                
other acquisition costs                               (714)           (389)     
Other operating and administrative                                              
expenses                                            (2,826)         (2,155)     
Change in third party interest in                                               
consolidated funds                                    (278)            (80)     
Goodwill impairment                   4(ii)             (8)             (5)     
Amortisation of PVIF and other                                                  
acquired intangibles                                  (379)            (24)     
Profit / (loss) on disposal of                                                  
subsidiaries, associated                                                        
undertakings and strategic                                                      
investments                          4(iii)              85              58     
Total expenses                                     (18,204)        (12,763)     
Profit before tax                                     1,714           1,606     
Income tax expense                     5(i)           (621)           (484)     
Profit for the financial year                         1,093           1,122     
Profit for the financial year                                                   
attributable to:                                                                
Equity holders of the parent                            836             867     
Minority interests                                                              
Ordinary shares                           6             207             203     
Preferred securities                      6              50              52     
Profit for the financial year                         1,093           1,122     
                                                                     Pence      
                                                Year ended      Year ended      
31 December     31 December      
Earnings per share                                     2006            2005     
Basic earnings per ordinary share      7(i)            17.0            25.1     
Diluted earnings per ordinary share    7(i)            16.1            24.3     
Weighted average number of shares -                                             
millions                                              4,705           3,456     
Adjusted Operating Profit                                                       
for the year ended 31 December 2006                                             
Reconciliation of adjusted operating profit to profit after tax                 
                                                                      GBPm      
                                                Year ended      Year ended      
                                               31 December     31 December      
Notes            2006            2005      
South Africa                          3(ii)           1,124           1,083     
United States                         3(ii)             251             224     
Europe                                3(ii)             231             (4)     
Other                                 3(ii)              16              20     
                                                     1,622           1,323      
Finance costs                                         (130)            (37)     
Other shareholders` income /                                                    
(expenses)                                             (33)            (25)     
Adjusted operating profit*                            1,459           1,261     
Adjusting items                        4(i)              16             218     
Profit for the financial year before                                            
tax                                                   1,475           1,479     
Total income tax expense               5(i)           (621)           (484)     
Income tax attributable to                                                      
policyholder returns                                    239             127     
Profit for the financial year after                                             
tax                                                   1,093           1,122     
Adjusted operating profit after tax attributable to ordinary equity holders     
                                                                      GBPm      
Year ended      Year ended      
                                               31 December     31 December      
                                     Notes            2006            2005      
Adjusted operating profit*                            1,459           1,261     
Tax on adjusted operating profit     5(iii)           (395)           (314)     
                                                     1,064             947      
Minority interest - ordinary shares  6(iii)           (224)           (185)     
Minority interest - preferred                                                   
securities                            6(ii)            (50)            (52)     
                                                       790             710      
                                                Year ended      Year ended      
                                               31 December     31 December      
Notes            2006            2005      
Weighted average number of shares -                                             
(millions)                             7(i)           5,222           3,840     
Adjusted operating earnings per                                                 
share** - (pence)                     7(ii)            15.1            18.5     
* For long-term and general insurance business, adjusted operating profit is    
based on a long-term investment return, includes investment returns on life     
funds` investments in Group equity and debt instruments and is stated net of    
income tax attributable to policyholder returns. For all businesses, adjusted   
operating profit excludes goodwill impairment, the impact of acquisition        
accounting, initial costs of Black Economic Empowerment schemes, the impact of  
closure of unclaimed shares trusts, profit / (loss) on disposal of              
subsidiaries, associated undertakings and strategic investments and dividends   
declared to holders of perpetual preferred callable securities.                 
** Adjusted operating earnings per ordinary share is calculated on the same     
basis as adjusted operating profit. It is stated after tax attributable to      
adjusted operating profit and minority interests. It excludes income            
attributable to Black Economic Empowerment trusts of listed subsidiaries. The   
calculation of the adjusted weighted average number of shares includes own      
shares held in policyholders` funds and Black Economic Empowerment trusts.      
Consolidated Balance Sheet                                                      
at 31 December 2006                                                             
                                                                      GBPm      
                                                        At              At      
31 December     31 December      
                                      Note            2006            2005      
Assets                                                                          
Goodwill and other intangible assets                  5,367           1,570     
Investments in associated undertakings                   83              93     
Investment property                                     804             847     
Property, plant and equipment                           499             538     
Deferred tax assets                                     511             458     
Reinsurers` share of insurance                                                  
contract provisions                                     763             455     
Deferred acquisition costs                            1,578           1,089     
Current tax receivable                                   60              29     
Loans, receivables and advances                      22,804          18,456     
Derivative financial instruments -                                              
assets                                                1,238           1,604     
Financial assets fair valued through                                            
income statement                                     73,065          35,378     
Other financial assets                               11,568          12,265     
Short-term securities                                 1,819           1,764     
Other assets                                          3,635           2,373     
Assets held-for-sale                                  1,165              36     
Cash and balances with central banks                  2,951           3,051     
Placements with other banks                             665             568     
Total assets                                        128,575          80,574     
Liabilities                                                                     
Insurance contract provisions                        22,495          23,258     
Financial liabilities fair valued                                               
through income statement                             57,586          21,187     
Third party interests in consolidation                                          
of funds                                              3,041             966     
Borrowed funds                                        1,676           1,433     
Provisions                                9             542             285     
Deferred revenue                                        311             138     
Deferred tax liabilities                              1,393             611     
Current tax payable                                     283             178     
Amounts owed to depositors                           25,052          21,145     
Derivative financial instruments -                                              
liabilities                                           1,060           1,634     
Liabilities held-for-sale                             1,107               -     
Other liabilities                                     5,266           3,320     
Total liabilities                                   119,812          74,155     
Net assets                                            8,763           6,419     
Shareholders` equity                                                            
Equity attributable to equity holders                                           
of the parent                                         7,237           4,751     
Minority interests                                                              
Ordinary shares                                         848           1,012     
Preferred securities                                    678             656     
Total minority interests                              1,526           1,668     
Total equity                                          8,763           6,419     
Consolidated Cash Flow Statement                                                
for the year ended 31 December 2006                                             
GBPm      
                                                Year ended      Year ended      
                                               31 December     31 December      
                                                      2006            2005      
Cash flows from operating activities                                            
Profit before tax                                     1,714           1,606     
Capital gains included in investment income         (4,076)         (4,340)     
Loss on disposal of property, plant and                                         
equipment                                               (1)               8     
Depreciation of property, plant and equipment            68              61     
Amortisation and impairment of intangible assets        428              75     
Impairment of loans and receivables                     143             122     
Share based compensation expense                         40              94     
Share of associated undertakings profit after                                   
tax                                                     (6)            (17)     
Profit / (loss) arising on disposal of                                          
subsidiaries, associated undertakings and                                       
strategic                                                                       
investments                                            (85)            (58)     
Other non-cash amounts in profit                         68               9     
Non-cash movements in profit before tax             (3,421)         (4,046)     
Reinsurancer`s share of insurance contract                                      
provisions                                            (785)            (83)     
Deferred acquisition costs                            (632)           (276)     
Loans, receivables and advances                     (5,543)         (3,233)     
Insurance contract provisions                         2,886           3,307     
Financial liabilities fair valued through                                       
income statement                                      6,594           2,319     
Amounts owed to depositors (including bank and                                  
money market deposits)                                5,251             983     
Other operating assets and liabilities                  555             465     
Changes in working capital                            8,326           3,482     
Taxation paid                                         (317)           (314)     
Net cash inflow / (outflow) from operating                                      
activities                                            6,302             728     
Cash flows from investing activities                                            
(Acquisition) / disposal of financial                                           
investments                                         (4,294)             644     
(Acquisition) / disposal of investment                                          
properties                                              (4)              40     
Net acquisition of tangible fixed assets              (120)            (83)     
Net acquisition of intangible fixed assets             (39)            (17)     
Acquisition of interests in subsidiaries            (1,318)            (56)     
Disposal of interests in subsidiaries,                                          
associated undertakings and strategic                                           
investments                                              78              33     
Net cash (outflow) / inflow from investing                                      
activities                                          (5,697)             561     
GBPm      
                                                Year ended      Year ended      
                                               31 December     31 December      
                                                      2006            2005      
Cash flows from financing activities                                            
Dividends paid to:                                                              
Equity holders of the Company                         (281)           (184)     
Equity minority interests and preferred                                         
security interests                                    (200)            (99)     
Interest payable (excluding banking interest                                    
payable)                                               (52)            (40)     
Net proceeds from issue of ordinary shares                                      
(including by subsidiaries to minority                                          
interests)                                               52               2     
Repayment of convertible debt                             -           (336)     
Issue of subordinated debt                              297             259     
Other debt issued / (repaid)                           (96)            (10)     
Issue of perpetual preferred callable securities          -             688     
Net cash inflow / (outflow) from financing                                      
activities                                            (280)             280     
Net (decrease) / increase in cash and cash                                      
equivalents                                             325           1,569     
Effects of exchange rate changes on cash and                                    
cash equivalents                                      (575)              86     
Cash and cash equivalents on acquisition of new                                 
subsidiaries                                            581               -     
Cash and cash equivalents at beginning of the                                   
period                                                3,303           1,648     
Cash and cash equivalents at end of the year          3,634           3,303     
Consisting of:                                                                  
Coins and bank notes                                    236             196     
Money at call and short notice                        2,190           2,268     
Balances with central banks (other than                                         
mandatory reserve deposits)                               9              59     
Mandatory reserve deposits with central banks           516             528     
Cash and balances with the central banks              2,951           3,051     
Placements with other banks                             665             568     
Other cash equivalents                                1,101             381     
Cash and cash equivalents subject to                                            
consolidation of funds                              (1,083)           (697)     
Total                                                 3,634           3,303     
Other supplementary cash flow disclosures                                       
Interest income received (including                                             
banking interest)                                     4,059           3,322     
Dividend income received                                513             488     
Interest payable (including banking interest)         1,552           1,294     
Cash flows presented in this statement include all cash flows relating to       
policyholders` funds for the long-term business.                                
Cash and cash equivalents subject to consolidation of funds are not included in 
the cash flow.                                                                  
Statement of Changes in Equity                                                  
for the year ended 31 December 2006                                             
Millions                  GBPm      
                                           Number of       Attributable to      
                                       shares issued     equity holders of      
Year ended 31 December 2006            and fully paid            the parent     
Equity holders` funds at beginning of                                           
the year                                        4,090                 4,751     
Change in equity arising in the year                                            
Fair value gains / (losses):                                                    
Property revaluation                                -                    28     
Net investment hedge                                -                    75     
Available-for-sale investments                      -                  (94)     
Shadow accounting                                   -                    28     
Currency translation differences /                                              
exchange differences on translating                                             
foreign                                                                         
operations                                          -                 (852)     
Other movements                                     -                    38     
Aggregate tax effect of items taken                                             
directly to or transferred from equity              -                    14     
Net expense recognised directly in                                              
equity                                              -                 (763)     
Profit for the year                                 -                   836     
Total recognised income and expense                                             
for the year                                        -                    73     
Dividend for the year                               -                 (321)     
Net sale of treasury shares                         -                    18     
Issue of ordinary share capital by the                                          
Company                                         1,400                 2,674     
Net acquisition of interests in                                                 
subsidiaries                                        -                     -     
Exercise of share options                          11                    14     
Fair value of equity settled share                                              
options                                             -                    28     
Equity holders` funds at end of the                                             
year                                            5,501                 7,237     
                                                                     GBPm       
Total minority       Total      
Year ended 31 December 2006                            interest      equity     
Equity holders` funds at beginning of the year            1,668       6,419     
Change in equity arising in the year                                            
Fair value gains / (losses):                                                    
Property revaluation                                          -          28     
Net investment hedge                                          -          75     
Available-for-sale investments                                -        (94)     
Shadow accounting                                             -          28     
Currency translation differences / exchange                                     
differences on translating foreign                                              
operations                                                (208)     (1,060)     
Other movements                                            (42)         (4)     
Aggregate tax effect of items taken directly to                                 
or transferred from equity                                    -          14     
Net expense recognised directly in equity               (250)       (1,013)     
Profit for the year                                         257       1,093     
Total recognised income and expense for the year              7          80     
Dividend for the year                                     (160)       (481)     
Net sale of treasury shares                                   -          18     
Issue of ordinary share capital by the Company                -       2,674     
Net acquisition of interests in subsidiaries                 11          11     
Exercise of share options                                     -          14     
Fair value of equity settled share options                    -          28     
Equity holders` funds at end of the year                  1,526       8,763     
                                                                      GBPm      
                                                         Share       Share      
Year ended 31 December 2006                             capital     premium     
Attributable to equity holders of the parent at                                 
beginning of the year                                       410         730     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                                          -           -     
Net investment hedge                                          -           -     
Available-for-sale investments                                -           -     
Shadow accounting                                             -           -     
Currency translation differences / exchange differences                         
on                                                                              
translating foreign operations                                -           -     
Other movements                                               -           -     
Aggregate tax effect of items taken directly to or                              
transferred from                                                                
equity                                                        -           -     
Net expense recognised directly in equity                     -           -     
Profit for the year                                           -           -     
Total recognised income and expense for the year              -           -     
Dividend for the year                                         -           -     
Net sale of treasury shares                                   -           -     
Issue of ordinary share capital by the Company              139           3     
Exercise of share options                                     1          13     
Fair value of equity settled share options                    -           -     
Attributable to equity holders of the parent at end of                          
the year                                                    550         746     
                                                                      GBPm      
                                                     Other     Translation      
Year ended 31 December 2006                        reserves         reserve     
Attributable to equity holders of the parent at                                 
beginning of the year                                   374             357     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                                     28               -     
Net investment hedge                                      -              75     
Available-for-sale investments                         (94)               -     
Shadow accounting                                        28               -     
Currency translation differences / exchange                                     
differences on                                                                  
translating foreign operations                            -           (852)     
Other movements                                         (6)               -     
Aggregate tax effect of items taken directly to or                              
transferred from                                                                
equity                                                   11             (1)     
Net expense recognised directly in equity              (33)           (778)     
Profit for the year                                       -               -     
Total recognised income and expense for the year       (33)           (778)     
Dividend for the year                                     -               -     
Net sale of treasury shares                               -               -     
Issue of ordinary share capital by the Company        2,532               -     
Exercise of share options                                 -               -     
Fair value of equity settled share options               28               -     
Attributable to equity holders of the parent at                                 
end of the year                                       2,901           (421)     
                                                                      GBPm      
                                                       Perpetual                
                                                       preferred                
Retained       callable                
Year ended 31 December 2006               earnings     securities     Total     
Attributable to equity holders of the                                           
parent at beginning of the year              2,192            688     4,751     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                             -              -        28     
Net investment hedge                             -              -        75     
Available-for-sale investments                   -              -      (94)     
Shadow accounting                                -              -        28     
Currency translation differences /                                              
exchange differences on                                                         
translating foreign operations                   -              -     (852)     
Other movements                                 44              -        38     
Aggregate tax effect of items taken                                             
directly to or transferred from                                                 
equity                                           4              -        14     
Net expense recognised directly in equity       48              -     (763)     
Profit for the year                            836              -       836     
Total recognised income and expense for                                         
the year                                       884              -        73     
Dividend for the year                        (321)              -     (321)     
Net sale of treasury shares                     18              -        18     
Issue of ordinary share capital by the                                          
Company                                          -              -     2,674     
Exercise of share options                        -              -        14     
Fair value of equity settled share options       -              -        28     
Attributable to equity holders of the                                           
parent at end of the year                    2,773            688     7,237     
                                                                      GBPm      
                                                                        At      
                                                               31 December      
Other reserves                                                         2006     
Merger reserve                                                        2,716     
Available-for-sale reserve                                               28     
Property revaluation reserve                                             48     
Cash flow hedge reserve                                                 (1)     
Share based payments reserve                                            110     
Attributable to equity holders of the parent at end of the year       2,901     
Retained earnings have been reduced by GBP704 million at 31 December 2006 in    
respect of own shares held in policyholders` funds, ESOP trusts, Black Economic 
Empowerment trusts and other related undertakings.                              
Included in the dividend for the year is GBP39 million of dividends declared to 
holders of perpetual preferred callable securities (see note 11).               
Included within issue of ordinary share capital by the Company are transaction  
costs totalling GBP2 million deducted from the share premium.                   
Included within other reserves is the merger reserve for the additional share   
consideration made in respect of the Skandia acquisition, being the difference  
between the market value of the shares on the date of issue and the nominal     
value included as share capital.                                                
                                            Millions                  GBPm      
                                           Number of       Attributable to      
shares issued     equity holders of      
Year ended 31 December 2005            and fully paid            the parent     
Equity holders` funds at beginning of                                           
the year                                        3,854                 3,265     
Changes in equity arising in the year                                           
Fair value gains / (losses):                                                    
Property revaluation                                -                    27     
Net investment hedge                                -                  (78)     
Available-for-sale investments                      -                 (249)     
Shadow accounting                                   -                   117     
Currency translation differences /                                              
exchange differences on translating                                             
foreign                                                                         
operations                                          -                   263     
Cash flow hedge amortisation                        -                  (12)     
Redemption of convertible bonds                     -                  (18)     
Other movements                                     -                  (21)     
Aggregate tax effect of items taken                                             
directly to or transferred from equity              -                    34     
Net income recognised directly in                                               
equity                                              -                    63     
Profit for the year                                 -                   867     
Total recognised income and expense                                             
for the year                                        -                   930     
Dividend for the year                               -                 (184)     
Net purchase of treasury shares                     -                 (182)     
Issue of perpetual preferred callable                                           
securities                                          -                   679     
Issue of share capital by the Company             231                   159     
Net disposal of interests in                                                    
subsidiaries                                        -                     -     
Exercise of share options                           5                     4     
Fair value of equity settled share                                              
options                                             -                    80     
Equity holders` funds at end of the                                             
year                                            4,090                 4,751     
GBPm      
                                                 Total minority      Total      
Year ended 31 December 2005                             interest     equity     
Equity holders` funds at beginning of the year             1,431      4,696     
Changes in equity arising in the year                                           
Fair value gains / (losses):                                                    
Property revaluation                                           -         27     
Net investment hedge                                           -       (78)     
Available-for-sale investments                                 -      (249)     
Shadow accounting                                              -        117     
Currency translation differences / exchange                                     
differences on translating foreign                                              
operations                                                    12        275     
Cash flow hedge amortisation                                   -       (12)     
Redemption of convertible bonds                                -       (18)     
Other movements                                               23          2     
Aggregate tax effect of items taken directly to                                 
or transferred from equity                                     -         34     
Net income recognised directly in equity                      35         98     
Profit for the year                                          255      1,122     
Total recognised income and expense for the year             290      1,220     
Dividend for the year                                       (99)      (283)     
Net purchase of treasury shares                                -      (182)     
Issue of perpetual preferred callable securities               -        679     
Issue of share capital by the Company                          -        159     
Net disposal of interests in subsidiaries                     26         26     
Exercise of share options                                      -          4     
Fair value of equity settled share options                    20        100     
Equity holders` funds at end of the year                   1,668      6,419     
                                                                      GBPm      
                                                         Share       Share      
Year ended 31 December 2005                             capital     premium     
Attributable to equity holders of the parent at                                 
beginning of the year                                       386         600     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                                          -           -     
Net investment hedge                                          -           -     
Available-for-sale investments                                -           -     
Shadow accounting                                             -           -     
Currency translation differences / exchange differences                         
on                                                                              
translating foreign operations                                -           -     
Cash flow hedge amortisation                                  -           -     
Redemption of convertible bonds                               -           -     
Other movements                                               -           -     
Aggregate tax effect of items taken directly to or                              
transferred from                                                                
equity                                                        -           -     
Net expense recognised directly in equity                     -           -     
Profit for the year                                           -           -     
Total recognised income and expense for the year              -                 
Dividend for the year                                         -           -     
Net purchase of treasury shares                               -           -     
Issue of perpetual preferred callable securities              -         (9)     
Issue of share capital by the Company                        23         136     
Exercise of share options                                     1           3     
Fair value of equity settled share options                    -           -     
Attributable to equity holders of the parent at end of                          
the year                                                    410         730     
GBPm      
                                                     Other     Translation      
Year ended 31 December 2005                        reserves         reserve     
Attributable to equity holders of the parent at                                 
beginning of the year                                   445             122     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                                     27               -     
Net investment hedge                                   (50)            (28)     
Available-for-sale investments                        (249)               -     
Shadow accounting                                       117               -     
Currency translation differences / exchange                                     
differences on                                                                  
translating foreign operations                            -             263     
Cash flow hedge amortisation                           (12)               -     
Redemption of convertible bonds                        (18)               -     
Other movements                                           -               -     
Aggregate tax effect of items taken directly to or                              
transferred from                                                                
equity                                                   34               -     
Net expense recognised directly in equity             (151)             235     
Profit for the year                                       -               -     
Total recognised income and expense for the year      (151)             235     
Dividend for the year                                     -               -     
Net purchase of treasury shares                           -               -     
Issue of perpetual preferred callable securities          -               -     
Issue of share capital by the Company                     -               -     
Exercise of share options                                 -               -     
Fair value of equity settled share options               80               -     
Attributable to equity holders of the parent at                                 
end of the year                                         374             357     
                                                                      GBPm      
Perpetual                
                                                       preferred                
                                         Retained       callable                
Year ended 31 December 2005               earnings     securities     Total     
Attributable to equity holders of the                                           
parent at beginning of the year              1,712              -     3,265     
Changes in equity arising in the year:                                          
Fair value gains / (losses):                                                    
Property revaluation                             -              -        27     
Net investment hedge                             -              -      (78)     
Available-for-sale investments                   -              -     (249)     
Shadow accounting                                -              -       117     
Currency translation differences /                                              
exchange differences on                                                         
translating foreign operations                   -              -       263     
Cash flow hedge amortisation                     -              -      (12)     
Redemption of convertible bonds                  -              -      (18)     
Other movements                               (21)              -      (21)     
Aggregate tax effect of items taken                                             
directly to or transferred from                                                 
equity                                           -              -        34     
Net expense recognised directly in equity     (21)              -        63     
Profit for the year                            867              -       867     
Total recognised income and expense for                                         
the year                                       846              -       930     
Dividend for the year                        (184)              -     (184)     
Net purchase of treasury shares              (182)              -     (182)     
Issue of perpetual preferred callable                                           
securities                                       -            688       679     
Issue of share capital by the Company            -              -       159     
Exercise of share options                        -              -         4     
Fair value of equity settled share options       -              -        80     
Attributable to equity holders of the                                           
parent at end of the year                    2,192            688     4,751     
                                                                      GBPm      
                                                                        At      
31 December      
Other reserves                                                         2005     
Merger reserve                                                          184     
Available-for-sale reserve                                               68     
Property revaluation reserve                                             39     
Cash flow hedge reserve                                                 (3)     
Share based payments reserve                                             86     
Attributable to equity holders of the parent at end of the year         374     
Retained earnings were reduced by GBP712 million at 31 December 2005 in respect 
of own shares held in policyholders funds, ESOP trusts, Black Economic          
Empowerment trusts and related undertakings.                                    
Income tax expense                                                              
Analysis of total income tax expense                                            
                                                                      GBPm      
                                                Year ended      Year ended      
                                               31 December     31 December      
2006            2005      
Current tax                                                                     
United Kingdom tax                                                              
Corporation tax                                          61              50     
Double tax relief                                      (26)            (45)     
Overseas tax                                                                    
South Africa                                            282             256     
United States                                            16               -     
Europe                                                   54               1     
Secondary Tax on Companies (STC)                         36              17     
Prior year adjustments                                  (3)              27     
Total current tax                                       420             306     
Deferred tax                                                                    
Origination of temporary differences                    203             201     
Changes in tax rates / bases                              -               6     
Write down / (recognition) of deferred tax                                      
assets                                                  (2)            (29)     
Total deferred tax                                      201             178     
Total income tax expense                                621             484     
Date: 26/02/2007 08:59:58 Produced by the JSE SENS Department.
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