Final Results (part 2)

Old Mutual PLC 25 February 2002 PART 2 OLD MUTUAL PLC Results for the year ended 31 December 2001 (contd) The financial information in this document does not constitute the Company's statutory accounts for the year ended 31 December 2001 but is derived from those accounts. Statutory accounts for 2000 have been delivered to the Registrar of Companies, and those for 2001 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. Summary Consolidated Profit and Loss Account Notes £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Operating profit South Africa Operating profit 249 250 3,085 2,630 Long term investment return 148 215 1,830 2,262 Life business 397 465 4,915 4,892 Asset management 37 46 458 484 Banking 290 269 3,593 2,829 General insurance 46 44 570 463 770 824 9,536 8,668 United States Life business - acquired during the year 13 - 161 - Asset management 116 44 1,437 462 129 44 1,598 462 United Kingdom and Rest of World Life (2) 13 (25) 137 Asset management (3) 34 (38) 359 Banking 79 58 979 611 74 105 916 1,107 7 Other shareholders' income / (expenses) (29) (34) (359) (357) Debt service costs (67) (28) (830) (295) 7 Write-down of strategic investments (21) - (260) - 2 Operating profit based on a long term investment return before 856 911 10,601 9,585 goodwill amortisation and impairment, write-down of investment in Dimension Data Holdings plc and short term fluctuations in investment return Goodwill amortisation (132) (54) (1,636) (568) Goodwill impairment (500) - (6,196) - 8 Write-down of investment in Dimension Data Holdings plc (269) - (3,334) - Short term fluctuations in investment return 126 (180) 1,561 (1,894) Operating profit on ordinary activities before tax and 81 677 996 7,123 non-operating items 8 Non-operating items - 356 - 3,746 Profit on ordinary activities before tax 81 1,033 996 10,869 10(a) Tax on profit on ordinary activities (278) (186) (3,445) (1,958) (Loss) / profit on ordinary activities after tax (197) 847 (2,449) 8,911 Minority interests (26) (341) (322) (3,588) (Loss) / profit for the financial year (223) 506 (2,771) 5,323 Dividends paid and proposed (172) (163) (2,606) (1,714) Retained (loss) / profit for the financial year (395) 343 (5,377) 3,609 Earnings per share p c Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 1(b) Operating earnings per share after tax and minority interests based on a long term investment return before goodwill amortisation and impairment, write-down of investment in Dimension Data Holdings plc and short term fluctuations in investment return 13.2 17.0 163.4 179.4 1(b) Basic earnings per share (6.3) 15.0 (77.9) 157.8 Diluted earnings per share (6.3) 14.9 (77.9) 156.6 Dividend per share 4.8 4.7 72.7* 49.5 *Indicative only - the actual amount of the dividend per share in Rand will be determined by reference to the exchange rate prevailing on 4 April 2002 and announced by the company on 5 April 2002. Consolidated Balance Sheet Notes £m Rm At At At At 31 Dec 31 Dec 31 Dec 31 Dec Analysis of total assets 2001 2000 2001 2000 Intangible assets 12 Goodwill 1,580 2,279 27,537 25,786 Insurance and other assets Investments Land and buildings 586 831 10,213 9,403 Other financial investments 16,714 15,173 291,301 171,680 17,300 16,004 301,514 181,083 Assets held to cover linked liabilities 4,415 5,602 76,947 63,386 21,715 21,606 378,461 244,469 Reinsurers' share of technical provisions Long term business provision 421 118 7,337 1,335 Claims outstanding 33 19 575 215 Provision for unearned premiums 9 7 157 79 463 144 8,069 1,629 Debtors Debtors arising from direct insurance operations 147 268 2,562 3,032 Debtors arising from reinsurance operations 6 6 105 68 Other debtors 8,024 3,616 139,847 40,914 8,177 3,890 142,514 44,014 Other assets Tangible fixed assets 102 101 1,778 1,143 Cash at bank and in hand 475 458 8,279 5,182 Present value of acquired in-force business 325 - 5,664 - Other assets 393 429 6,849 4,854 1,295 988 22,570 11,179 Prepayments and accrued income Accrued interest and rent 99 193 1,725 2,184 Deferred acquisition costs 66 - 1,150 - Other prepayments and accrued income 100 39 1,743 441 265 232 4,618 2,625 Total insurance and other assets 31,915 26,860 556,232 303,916 Banking assets Cash and balances at central banks 630 1,138 10,980 12,876 Treasury bills and other eligible bills 653 657 11,372 7,433 Loans and advances to banks 649 1,218 11,313 13,781 Loans and advances to customers 7,797 11,404 135,884 129,033 Debt securities 725 924 12,648 10,455 Equity securities 225 624 3,921 7,061 Interest in associated undertakings 118 207 2,057 2,343 Tangible fixed assets 111 93 1,935 1,052 Land and buildings 80 102 1,392 1,154 Other assets 62 547 1,080 6,189 Prepayments and accrued income 259 373 4,517 4,220 Total banking assets 11,309 17,287 197,099 195,597 Total assets 44,804 46,426 780,868 525,299 Consolidated Balance Sheet Note £m Rm At At At At 31 Dec 31 Dec 31 Dec 31 Dec Analysis of total liabilities 2001 2000 2001 2000 Capital and reserves Called up share capital 374 355 6,517 4,017 Share premium account 516 511 8,993 5,782 Merger reserve 184 - 3,205 - Profit and loss account 1,396 2,752 24,330 31,138 Equity shareholders' funds 2,470 3,618 43,045 40,937 Minority interests 565 1,013 9,847 11,458 Subordinated liabilities 22 39 383 442 Insurance and other liabilities Technical provisions Long term business provision 14,154 13,048 246,684 147,636 Claims outstanding 272 323 4,741 3,654 Provision for unearned premiums 54 62 941 702 14,480 13,433 252,366 151,992 Technical provisions for linked liabilities 4,415 5,602 76,947 63,386 Provisions for other risks and charges 341 220 5,944 2,490 Creditors Creditors arising from direct insurance operations 401 275 6,989 3,112 Creditors arising from reinsurance operations 7 4 122 44 Other creditors including tax and social security 10,078 5,367 175,646 60,727 10,486 5,646 182,757 63,883 13 Amounts owed to credit institutions 897 1,224 15,633 13,850 14 Convertible loan stock 439 - 7,651 - Accruals and deferred income 234 230 4,079 2,602 31,292 26,355 545,377 298,203 Total insurance and other liabilities Banking liabilities Deposits by banks 1,862 1,873 32,454 21,193 Customer accounts 6,802 10,737 118,550 121,487 Debt securities in issue 986 1,417 17,183 16,033 Other liabilities 501 1,195 8,729 13,521 Provisions for liabilities and charges 84 114 1,471 1,290 Subordinated liabilities 220 65 3,829 735 Total banking liabilities 10,455 15,401 182,216 174,259 Total liabilities 44,804 46,426 780,868 525,299 Movements in Consolidated Equity Shareholders' Funds £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 (Loss) / profit for the financial year (223) 506 (2,771) 5,323 Foreign exchange movements (964) (415) 4,846 477 Total recognised (losses) / gains for the year (1,187) 91 2,075 5,800 Dividends paid and proposed (172) (163) (2,606) (1,714) Retained (loss) / profit for the financial year (1,359) (72) (531) 4,086 Issue of new capital in respect of acquisition of Fidelity & Guaranty 206 - 2,578 - Life Shares issued under option schemes 2 - 24 - Issue of new capital in respect of re-equitisation of Pilgrim Baxter & Associates and Other affiliates - 153 - 1,691 Proceeds from sale of shares previously held to satisfy claims and 3 24 37 253 errors on demutualisation Net (reduction) / addition to equity shareholders' funds (1,148) 105 2,108 6,030 Equity shareholders' funds at the beginning of the year 3,618 3,513 40,937 34,907 Equity shareholders' funds at the end of the year 2,470 3,618 43,045 40,937 Consolidated Cash Flow Statement £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Net cash inflow from operating activities 864 975 10,708 10,259 Net cash outflow from returns on investments and servicing of finance (183) (72) (2,268) (753) Total tax paid (269) (156) (3,334) (1,642) Net cash outflow from capital expenditure and financial investment (152) (295) (1,884) (3,104) Net cash outflow from acquisitions and disposals (316) (1,718) (3,916) (18,076) Equity dividends paid (167) (122) (2,070) (1,284) Net cash inflow from financing activities 676 1,027 8,377 10,801 Net cash inflow / (outflow) of the Group excluding long term business 453 (361) 5,613 (3,799) Cash flows relating to insurance activities were invested as follows: Increase in cash holdings 63 142 781 1,494 Increase / (decrease) in net portfolio investments 543 (1,008) 6,729 (10,605) 606 (866) 7,510 (9,111) Cash flows relating to banking activities were invested as follows: (Decrease) / increase in cash and balances at central banks (153) 505 (1,897) 5,312 Net cash inflow / (outflow) of the Group excluding long term business 453 (361) 5,613 (3,799) Reconciliation of operating profit to operating cash flow Profit from insurance and other activities 7 374 85 3,936 Profit from banking activities 74 303 918 3,187 Profit on ordinary activities before tax 81 677 1,003 7,123 Unrealised investment (gains) / losses (103) 184 (1,276) 1,936 Insurance and other non cash flow items 947 (430) 11,735 (4,526) Banking non cash flow items 91 (140) 1,128 (1,473) Net cash (outflow) / inflow from other banking activities (152) 684 (1,882) 7,199 Net cash flow from operating activities 864 975 10,708 10,259 1(a) Reconciliation of profit on ordinary activities after tax and minority interests to operating earnings £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 (Loss) / profit on ordinary activities after (223) 506 (2,771) 5,323 tax and minority interests Goodwill amortisation net of minority 120 42 1,487 442 interests Goodwill impairment 500 - 6,196 - Write-down of Dimension Data Holdings plc net 144 - 1,788 - of tax and minority interests Short term fluctuations in investment returns (73) 205 (905) 2,158 net of tax and minority interests Non-operating items net of tax and minority - (178) - (1,873) interests Operating earnings after tax and minority interests based on a long term investment return before goodwill amortisation and impairment, write-down of investment in Dimension Data Holdings plc and short term fluctuations in investment 468 575 5,795 6,050 return 1(b) Reconciliation of basic earnings per share to operating earnings per share p c Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Basic earnings per share (6.3) 15.0 (77.9) 157.8 Goodwill amortisation net of minority 3.4 1.2 41.9 13.1 interests Goodwill impairment 14.1 - 174.5 - Write-down of Dimension Data Holdings plc net 4.1 - 50.3 - of tax and minority interests Short term fluctuations in investment returns (2.1) 6.1 (25.4) 64.0 net of tax and minority interests Non-operating items net of tax and minority - (5.3) - (55.5) interests Operating earnings per share after tax and minority 13.2 17.0 163.4 179.4 interests based on a long term investment return before goodwill amortisation and impairment, write-down of investment in Dimension Data Holdings plc and short term fluctuations in investment return Weighted average number of shares - millions 3,550 3,373 3,550 3,373 1(c) Exchange rates $/£ R/£ Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Profit and loss account (average rate) 1.4405 1.5159 12.3923 10.5213 Balance sheet (closing rate) 1.4542 1.4937 17.4286 11.3148 2 Summary of operating profit £m Rm South United UK & South United UK & Rest Rest of of Africa States World Total Africa States World Total Year to 31 December 2001 Life assurance (3(c)) 397 13 (2) 408 4,915 161 (25) 5,051 Asset management (4(a)) 37 116 (3) 150 458 1,437 (38) 1,857 Banking (5) 290 - 79 369 3,593 - 979 4,572 General insurance business (6) 46 - - 46 570 - - 570 Other shareholders' income / (expenses) 12 - (41) (29) 149 - (508) (359) (7) Debt service costs - (3) (64) (67) - (37) (793) (830) Write-down of strategic investments (7) - - (21) (21) - - (260) (260) Operating profit based on a long term 782 126 (52) 856 9,685 1,561 (645) 10,601 investment return before goodwill amortisation and impairment, write-down of investment in Dimension Data Holdings plc and short term fluctuations in investment return Year to 31 December 2000 Life assurance 465 - 13 478 4,892 - 137 5,029 Asset management 46 44 34 124 484 462 359 1,305 Banking 269 - 58 327 2,829 - 611 3,440 General insurance business 44 - - 44 463 - - 463 Other shareholders' income / (expenses) 17 - (51) (34) 179 - (536) (357) Debt service costs - - (28) (28) - - (295) (295) Operating profit based on a long term 841 44 26 911 8,847 462 276 9,585 investment return before goodwill amortisation, non-operating items and short term fluctuations in investment return All United States life assurance activities were acquired during the year ended 31 December 2001. 3(a) Life assurance: gross premiums written £m Rm South United UK & South United UK & Rest Rest of of Africa States World Total Africa States World Total Year to 31 December 2001 Individual business Single 854 578 97 1,529 10,583 7,163 1,202 18,948 Recurring 757 78 87 922 9,381 967 1,078 11,426 1,611 656 184 2,451 19,964 8,130 2,280 30,374 Group business Single 598 - 13 611 7,411 - 161 7,572 Recurring 280 - 29 309 3,470 - 359 3,829 878 - 42 920 10,881 - 520 11,401 Total gross premiums 2,489 656 226 3,371 30,845 8,130 2,800 41,775 Year to 31 December 2000 Individual business Single (restated) 1,053 - 189 1,242 11,078 - 1,988 13,066 Recurring 893 - 109 1,002 9,396 - 1,147 10,543 1,946 - 298 2,244 20,474 - 3,135 23,609 Group business Single 630 - 30 660 6,628 - 316 6,944 Recurring 294 - 57 351 3,093 - 600 3,693 924 - 87 1,011 9,721 - 916 10,637 Total gross premiums 2,870 - 385 3,255 30,195 - 4,051 34,246 South African individual new business single premiums include flexi and conventional maturity transfers of £155 million (R1,923 million) (2000: £150 million (R1,577 million)) and guaranteed capital fund transfers of £61 million (R761 million) (2000: £140 million (R1,473 million)) to Investment Frontiers not previously reported in new business premium income. 3(b) Life assurance: new business premiums £m Rm South United UK & South United UK & Rest Rest of of Africa States World Total Africa States World Total Year to 31 December 2001 Statutory new business premiums Individual business Single 854 578 97 1,529 10,583 7,163 1,202 18,948 Recurring 159 26 11 196 1,970 322 136 2,428 1,013 604 108 1,725 12,553 7,485 1,338 21,376 Group business Single 598 - 13 611 7,411 - 161 7,572 Recurring 20 - 1 21 248 - 12 260 618 - 14 632 7,659 - 173 7,832 Total new business premiums 1,631 604 122 2,357 20,212 7,485 1,511 29,208 Annual premium equivalent 324 84 23 431 4,017 1,038 284 5,339 Year to 31 December 2000 Statutory new business premiums Individual business Single (restated) 1,053 - 189 1,242 11,078 - 1,988 13,066 Recurring 179 - 20 199 1,883 - 210 2,093 1,232 - 209 1,441 12,961 - 2,198 15,159 Group business Single 630 - 30 660 6,628 - 316 6,944 Recurring 48 - 1 49 505 - 11 516 678 - 31 709 7,133 - 327 7,460 Total new business premiums 1,910 - 240 2,150 20,094 - 2,525 22,619 Annual premium equivalent 395 - 43 438 4,159 - 451 4,610 Notes (i) Annual premium equivalent is defined as one tenth of single premiums plus recurring premiums. (ii) South African individual new business single premiums include flexi and conventional maturity transfers of £155 million (R1,923 million) (2000: £150 million (R1,577 million)) and guaranteed capital fund transfers of £61 million (R761 million) (2000: £140 million (R1,473 million)) to Investment Frontiers not previously reported in new business premium income. 3(c) Analysis of life assurance operating profit £m Rm South United UK & South United UK & Rest Rest of of Africa States World Total Africa States World Total Year to 31 December 2001 Individual business 174 13 (8) 179 2,152 161 (99) 2,214 Group business 75 - 1 76 933 - 12 945 Life assurance technical result 249 13 (7) 255 3,085 161 (87) 3,159 Long term investment return 148 - 5 153 1,830 - 62 1,892 Life assurance operating profit 397 13 (2) 408 4,915 161 (25) 5,051 before goodwill amortisation Year to 31 December 2000 Individual business 165 - 4 169 1,736 - 42 1,778 Group business 85 - 3 88 894 - 32 926 Life assurance technical result 250 - 7 257 2,630 - 74 2,704 Long term investment return 215 - 6 221 2,262 - 63 2,325 Life assurance operating profit before goodwill amortisation 465 - 13 478 4,892 - 137 5,029 The results of Fidelity & Guaranty Life are included in the profit and loss account from 1 July 2001 and are disclosed net of restructuring costs of £9 million (R113 million). The start up costs of £19 million (R231 million) associated with the Group's UK life assurance business, Selestia, are included in the life assurance technical result. Excluding these start up costs, the UK and Rest of World life assurance operating profit before goodwill amortisation would have been a positive £17 million (R206 million). 4(a) Analysis of asset management operating profit £m Rm South UK & South UK & Rest Rest United of United of Africa States World Total Africa States World Total Year to 31 December 2001 Fund management worldwide 28 116 6 150 346 1,437 74 1,857 United States - 116 - 116 - 1,437 - 1,437 Old Mutual Asset Managers (US) - 38 - 38 - 471 - 471 Pilgrim Baxter - 29 - 29 - 359 - 359 Other Old Mutual (US) affiliates - 49 - 49 - 607 - 607 Rest of the world 28 - 6 34 346 - 74 420 Old Mutual Asset Managers (South 16 - - 16 198 - - 198 Africa) Old Mutual Asset Managers (except - - 6 6 - - 74 74 South Africa) Old Mutual Unit Trusts 11 - - 11 136 - - 136 Other 1 - - 1 12 - - 12 Private client UK - gross profit - - 2 2 - - 25 25 - integration costs - - (12) (12) - - (149) (149) Other financial services 9 - 1 10 112 - 12 124 Asset management operating profit 37 116 (3) 150 458 1,437 (38) 1,857 before goodwill amortisation and impairment Year to 31 December 2000 Fund management worldwide 39 44 14 97 410 462 148 1,020 United States - 44 - 44 - 462 - 462 Old Mutual Asset Managers (US) - 15 - 15 - 157 - 157 Pilgrim Baxter - 11 - 11 - 116 - 116 Other Old Mutual (US) affiliates - 18 - 18 - 189 - 189 Rest of the world 39 - 14 53 410 - 148 558 Old Mutual Asset Managers (South 19 - - 19 199 - - 199 Africa) Old Mutual Asset Managers (except - - 14 14 - - 148 148 South Africa) Old Mutual Unit Trusts 16 - - 16 169 - - 169 Other 4 - - 4 42 - - 42 Private client UK - gross profit - - 26 26 - - 274 274 - integration costs - - (14) (14) - - (147) (147) Other financial services 7 - 8 15 74 - 84 158 Asset management operating profit 46 44 34 124 484 462 359 1,305 before goodwill amortisation The operating profit of £49 million (R607 million) (2000: £18 million (R189 million)) of Other Old Mutual (US) affiliates comprises £22 million (R273 million) (2000: £8 million (R84 million)) relating to Old Mutual Strategic Affiliates and £27 million (R334 million) (2000: £10 million (R105 million)) relating to Old Mutual Financial Affiliates. 4(b) Analysis of asset management revenue and operating profit £m Rm Old Mutual (US) Holdings OMAM Pilgrim Other Old Total OMAM Pilgrim Other Old Total (US) Baxter Mutual (US) (US) Baxter Mutual (US) Affiliates Affiliates Year to 31 December 2001 Revenue 147 85 219 451 1,822 1,053 2,713 5,588 Expenses (109) (56) (170) (335) (1,351) (694) (2,106) (4,151) Asset management operating profit 38 29 49 116 471 359 607 1,437 before goodwill amortisation and impairment Year to 31 December 2000 Revenue 41 29 58 128 431 305 610 1,346 Expenses (26) (18) (40) (84) (274) (189) (421) (884) Asset management operating profit 15 11 18 44 157 116 189 462 before goodwill amortisation The results of Old Mutual (US) Holdings are included in the Group's fund management worldwide result, from the date of acquisition, for the last three months of 2000. 5 Analysis of banking operating profit £m Rm South UK & South UK & Rest Rest of of Africa World Total Africa World Total Year to 31 December 2001 Net interest income 386 43 429 4,783 533 5,316 Non-interest revenue (including exceptional revenue of 413 55 468 5,118 681 5,799 £36 million (R441 million)) Total operating income 799 98 897 9,901 1,214 11,115 Specific and general provisions (including exceptional (118) - (118) (1,462) - (1,462) provision of £32 million (R400 million)) Net income 681 98 779 8,439 1,214 9,653 Operating expenses (399) (26) (425) (4,945) (322) (5,267) Operating profit before share of associated 282 72 354 3,494 892 4,386 undertakings' profit, goodwill amortisation and write-down of investment in Dimension Data Holdings plc Share of associated undertakings' profit 8 7 15 99 87 186 Operating profit before goodwill amortisation and 290 79 369 3,593 979 4,572 write-down of investment in Dimension Data Holdings plc Year to 31 December 2000 Net interest income 421 43 464 4,430 452 4,882 Non-interest revenue 382 25 407 4,019 263 4,282 Total operating income 803 68 871 8,449 715 9,164 Specific and general provisions (90) (4) (94) (947) (42) (989) Net income 713 64 777 7,502 673 8,175 Operating expenses (452) (22) (474) (4,757) (231) (4,988) Operating profit before goodwill amortisation and share of associated undertakings' profit and 261 42 303 2,745 442 3,187 non-operating items Share of associated undertakings' profit 8 16 24 84 169 253 Operating profit before goodwill amortisation and non-operating items 269 58 327 2,829 611 3,440 6 Analysis of general insurance result by class of business £m Rm Premiums Claims Premiums Claims written net incurred net Operating written net incurred net Operating of of result of of result reinsurance reinsurance reinsurance reinsurance Year to 31 December 2001 Motor 164 130 - 2,032 1,611 2 Fire 56 36 - 694 446 1 Accident 126 88 2 1,561 1,091 24 Other 5 2 3 62 25 35 351 256 5 4,349 3,173 62 Long term investment return - - 41 - - 508 351 256 46 4,349 3,173 570 Year to 31 December 2000 Motor 141 113 (3) 1,484 1,189 (32) Fire 131 96 - 1,378 1,010 - Accident 11 5 2 116 53 21 Other 22 12 1 231 126 11 305 226 - 3,209 2,378 - Long term investment return - - 44 - - 463 305 226 44 3,209 2,378 463 7 Other shareholders' income / (expenses) and write-down of strategic investments £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Long term investment return credited to operating result 12 17 149 179 Net corporate expenses (41) (51) (508) (536) Other shareholders' income / (expenses) (29) (34) (359) (357) Write-down of strategic investments (21) - (260) - Following a review of the Group's portfolio of strategic investments during the year, a write-down of £21 million (R260 million) was made. 8 Investment in Dimension Data Holdings plc Profit attributable to shareholders is stated after crediting / (charging) the following items: £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 Loss on holding in Dimension Data Holdings plc before tax and (269) - (3,334) - minority interests Gain on restructuring of Dimension Data Holdings plc and other - 356 - 3,746 interests before tax and minority interests Tax (14) (5) (171) (52) (Loss) / gain on holding in / restructuring of Dimension Data (283) 351 (3,505) 3,694 Holdings plc and other interests before minority interests Minority interests 139 (173) 1,717 (1,821) (Loss) / gain on holding in / restructuring of Dimension Data (144) 178 (1,788) 1,873 Holdings plc and other interests after tax and minority interests During 2000, a non-operating gain was recognised following the exchange of Nedcor Limited's 25.1% interest in Dimension Data International Limited for the current holding of 8.2% in Dimension Data Holdings plc. In light of market movements during 2001, an exceptional impairment in the carrying value of the Group's investment in Dimension Data Holdings plc has been recognised, reflecting a market value of R14.50 per share at 31 December 2001. Although both events are exceptional in the context of their significance to the Group, the current year loss will form part of banking operating profit in the statutory financial statements, while the prior year gain was classified as non- operating in accordance with Financial Reporting Standard 3. 9 Funds under management £m Rm South United UK & South United UK & Rest of Rest of Africa States World Total Africa States World Total At 31 December 2001 Investments including assets held 11,519 4,497 5,699 21,715 200,760 78,376 99,325 378,461 to cover linked liabilities Unit trusts Fund management worldwide Old Mutual Asset Managers 670 - 360 1,030 11,677 - 6,274 17,951 Private client UK - - 1,051 1,051 - - 18,317 18,317 Other financial services - - 159 159 - - 2,771 2,771 670 - 1,570 2,240 11,677 - 27,362 39,039 Third party Fund management worldwide Old Mutual Asset Managers 2,783 - 401 3,184 48,504 - 6,989 55,493 Old Mutual Asset Managers (US) - 48,884 - 48,884 - 851,979 - 851,979 Pilgrim Baxter - 8,675 - 8,675 - 151,193 - 151,193 Old Mutual Strategic Affiliates - 20,110 5,336 25,446 - 350,489 92,999 443,488 2,783 77,669 5,737 86,189 48,504 1,353,661 99,988 1,502,153 Private client UK - - 16,347 16,347 - - 284,905 284,905 Other financial services 12 - 363 375 209 - 6,327 6,536 2,795 77,669 22,447 102,911 48,713 1,353,661 391,220 1,793,594 Fund management worldwide Old Mutual Financial Affiliates - 13,485 2,745 16,230 - 235,025 47,841 282,866 2,795 91,154 25,192 119,141 48,713 1,588,686 439,061 2,076,460 Total funds under management 14,984 95,651 32,461 143,096 261,150 1,667,062 565,748 2,493,960 At 31 December 2000 Investments including assets held to cover linked liabilities 14,913 - 6,693 21,606 168,739 - 75,730 244,469 Unit trusts Fund management worldwide Old Mutual Asset Managers 1,266 - 779 2,045 14,325 - 8,814 23,139 Private client UK - - 1,252 1,252 - - 14,166 14,166 Other financial services - - 200 200 - - 2,263 2,263 1,266 - 2,231 3,497 14,325 - 25,243 39,568 Third party Fund management worldwide Old Mutual Asset Managers 4,101 - 379 4,480 46,402 - 4,288 50,690 Old Mutual Asset Managers (US) - 50,153 - 50,153 - 567,471 - 567,471 Pilgrim Baxter - 11,735 - 11,735 - 132,779 - 132,779 Old Mutual Strategic Affiliates - 18,412 6,179 24,591 - 208,328 69,914 278,242 4,101 80,300 6,558 90,959 46,402 908,578 74,202 1,029,182 Private client UK - - 19,619 19,619 - - 221,985 221,985 Other financial services 15 - 420 435 170 - 4,752 4,922 4,116 80,300 26,597 111,013 46,572 908,578 300,939 1,256,089 Fund management worldwide Old Mutual Financial Affiliates - 29,190 3,442 32,632 - 330,278 38,945 369,223 4,116 109,490 30,039 143,645 46,572 1,238,856 339,884 1,625,312 Total funds under management 20,295 109,490 38,963 168,748 229,636 1,238,856 440,857 1,909,349 10(a) Tax on profit on ordinary activities £m Rm Year to Year to Year to Year to 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 United Kingdom corporation tax 15 19 186 200 Overseas tax 125 180 1,549 1,894 Secondary tax on companies 23 32 285 338 Deferred tax 112 (76) 1,388 (800) Prior period adjustment 3 31 37 326 Tax for the year 278 186 3,445 1,958 The tax charge is analysed as follows: Operating profit 209 191 2,591 2,010 Short term fluctuations 55 - 683 - Investment in Dimension Data Holdings plc 14 - 171 - Non-operating gain on restructuring of Dimension Data Holdings plc - (5) - (52) 278 186 3,445 1,958 10(b) Reconciliation of tax charge to UK rate £m Rm Tax at UK rate of 30.0 per cent. (2000: 30.0 per cent.) on profit 24 310 299 3,262 on ordinary activities before tax Untaxed and low taxed income (including tax exempt investment (118) (204) (1,462) (2,146) return) Disallowable expenditure 377 16 4,672 166 Secondary tax on companies 23 32 285 338 Other (28) 32 (349) 338 Reported tax charge 278 186 3,445 1,958 11 Acquisitions (i) Fidelity & Guaranty Life With effect from 1 July 2001, the Group acquired 100% of the net assets of Fidelity & Guaranty Life Insurance Company, a US based, fixed annuity and life assurance specialist. The total consideration of $635 million (£431 million, R5,711 million) was financed through the issue of 190,356,631 new 10p ordinary shares valued at $300 million (£203 million, R2,690 million) and cash of $335 million (£228 million, R3,021 million). Costs directly associated with the acquisition of $28 million (£19 million, R237 million) are included in the cash consideration. As part of the agreement to acquire Fidelity & Guaranty, the Group has undertaken to pay additional consideration, either by way of cash or by the issue of shares, if the value of the new shares issued is less than $300 million on 28 September 2002. This additional consideration is subject to a maximum of $40 million. If the value of the new shares is greater than $330 million on 28 September 2002 the seller is obliged to repay the difference. No provisions or assets have been recognised in lieu of these potential acquisition costs adjustments. These possible adjustments to consideration would result in an adjustment to goodwill. In accordance with section 131 of the Companies Act 1985, the premium of £184 million (R3,205 million) arising on the shares issued as consideration has been credited to a merger reserve on consolidation. £m Rm Fair value table Book Fair value Fair Fair value on adjustments value to value to acquisition Group Group Investments 3,954 (8) 3,946 52,285 Deferred acquisition costs 343 (343) - - Present value of acquired in-force business - 337 337 4,465 Other assets 495 (31) 464 6,148 Technical provisions (4,074) (34) (4,108) (54,431) Other liabilities (279) 4 (275) (3,644) Net assets of acquired business 439 (75) 364 4,823 Consideration satisfied by: Cash 228 3,021 Ordinary shares 203 2,690 Total consideration 431 5,711 Goodwill arising on acquisition 67 888 (ii) Americom In March 2001, the Group acquired 100% of the net assets of Unified Life Assurance Company, a life assurance company licensed to do business in 43 states of the USA, for a final consideration of $23 million (£16 million, R181 million). This operation commenced business in May 2001 and now operates under the name of Americom Life and Annuity Insurance Company. The fair value of assets acquired was $12 million (£9 million, R102 million), giving rise to goodwill on acquisition of $11 million (£7 million, R79 million). (iii) Imperial Bank and Gerrard Private Bank On 1 January 2001 the Group's listed banking subsidiary, Nedcor Limited, acquired 50.1% of the net assets of Imperial Bank, and on 1 June 2001 it acquired 100% of the net assets of Fleming Offshore Banking. During the year Fleming Offshore Banking was renamed Gerrard Private Bank Limited. The total consideration for these acquisitions was £104 million (R1,182 million). £m Rm Fair value table Book and Book and fair value fair value to Group to Group Investments 3 34 Other assets 1,002 11,380 Liabilities (970) (11,017) Net assets of acquired businesses 35 397 Consideration paid 104 1,182 Goodwill arising on the transactions 69 785 (iv) Other additions Other acquisitions made by Group companies during the year gave rise to additional goodwill of approximately £31 million (R370 million). The fair values of all net assets acquired are stated on a provisional basis. 12 Goodwill £m Rm At At At At 31 Dec 31 Dec 31 Dec 31 Dec 2001 2000 2001 2000 At beginning of year 2,279 164 25,786 1,629 Additions arising on acquisitions in the period 174 2,162 2,122 22,747 Disposals in the period (10) - (174) - Impairment loss (500) - (8,714) - Reversal of Pilgrim Baxter & Associates option cost (241) - (4,200) - Adjustment in respect of prior year acquisitions 2 - 25 - Amortisation for the year (113) (33) (1,400) (347) Foreign exchange and other movements (11) (14) 14,092 1,757 At end of year 1,580 2,279 27,537 25,786 Analysed between: Life assurance 76 - 1,325 - Asset management 1,412 2,215 24,609 25,062 Banking 82 55 1,429 622 General insurance 10 9 174 102 1,580 2,279 27,537 25,786 The impairment loss arose from a review, in accordance with Financial Reporting Standard 11, of the carrying value of the Group's recently acquired UK private client and US asset management businesses. As a result of this exercise, the Group has now reduced the carrying value of its unamortised goodwill by £500 million (R8,714 million) reflecting the impact of declining equity markets. In accordance with Financial Reporting Standard 7, adjustments have been made to the goodwill of £1,795 million (R19,147 million) that arose on the acquisition in September 2000 of Old Mutual (US) Holdings. The reduction to goodwill of £241 million (R4,200 million), net of tax, reflects the expiry on 31 December 2001 of the Group's option to purchase the remaining revenue share from Pilgrim Baxter. The increase of £2 million (R25 million) reflects the latest estimate of the consideration paid in respect of the purchase of revenue shares of certain affiliates combined with the effect of disposing of affiliates held for resale at values in excess of the original estimated carrying amount. The ultimate costs of purchasing these revenue shares will remain uncertain as they are dependent upon future events and hence are subject to adjustment in future years. The goodwill amortisation charge for the period of £132 million (R1,636 million) (2000: £54 million (R568 million)) comprises £113 million (R1,400 million) (2000: £33 million (R347 million)) disclosed above and £19 million (R236 million) (2000: £21 million (R221 million)) included in interests in associated undertakings. 13 Amounts owed to credit institutions £m Rm At 31 December 2001 Bank overdrafts repayable on demand 1 17 Bank and other loans: Repayable within one year: Syndicated revolving credit facilities 294 5,124 Floating rate notes 16 279 Commercial paper 112 1,952 Other 62 1,080 484 8,435 Repayable between one and two years: Term loans 30 523 Repayable between two and five years: Syndicated revolving credit facilities 376 6,553 Term loans 6 105 382 6,658 897 15,633 At 31 December 2000 Bank overdrafts 22 249 Bank loans 544 6,156 Other loans 658 7,445 1,224 13,850 Repayable: Within one year 332 3,757 Between one and two years 565 6,393 Between two and five years 327 3,700 1,224 13,850 14 Convertible loan stock On 2 May 2001 Old Mutual Finance (Cayman Islands) Limited, a 100% owned subsidiary of the Group, issued $650 million 3.625 per cent. Convertible Bonds, which are guaranteed by and convertible into the ordinary shares of Old Mutual plc, at a conversion price of 190p per share at an exchange rate of one US dollar to 69.52p sterling. The bonds are repayable on 2 May 2005 with the bond holders having the option to elect for redemption on 2 May 2003. The proceeds of the issue were used to repay senior debt which had previously financed the acquisition of Old Mutual (US) Holdings. The year end balance of £439 million (R7,651 million) includes approximately £8 million (R139 million) of unamortised issue costs. MORE TO FOLLOW This information is provided by RNS The company news service from the London Stock Exchange FR GLGDDGSDGGDU
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