TIDM35PG

RNS Number : 4091M

Friends Life Group plc

16 August 2011

FRIENDS LIFE GROUP plc

(formerly FRIENDS PROVIDENT HOLDINGS (UK) plc)

INTERIM MANAGEMENT REPORT AND RESULTS FOR THE HALF YEAR ENDED

30 JUNE 2011

Overview

The Friends Life Group ("the Group") has made solid progress in the first half of 2011. The acquisition of the AXA UK Life Business in 2010 and completion of the acquisition of Bupa Health Assurance Limited ("BHA") in January has increased the Group's scale and capabilities in its core markets. BHA was the third business acquired in the UK Life Project and forms an important part of the integrated business.

In February the results of the Group's strategic review were announced, setting out the Group's focus in the UK on three key business lines, being corporate benefits, individual protection and retirement income. The Group has particular strengths in each of these product areas and will consolidate new business flows onto selected platforms within the Group to improve new business profitability.

The integration of the UK businesses is on track and the Group remains confident of delivering the synergy target of GBP112 million, with GBP24 million of run-rate savings delivered by the half year. The integration activities are key to building an efficient and cost effective base for the combined business. In March 2011, the Group launched the 'Friends Life' brand which brings together all of the parts of our business in the UK and is a key step in the integration, both for our customers and for our people.

The International and Lombard businesses continue to perform well with International benefiting from the growth in the Asian markets and Lombard recording the second highest first half sales in its 20 year history. Lombard sales are however down compared to 2010 when they benefited from the stimulus provided by the European Savings Directive ("EUSD") and the Italian tax amnesty.

Andy Briggs was appointed as Friends Life's Chief Executive Officer in June 2011. Andy joined from Lloyds Banking Group, where he was CEO of General Insurance, having previously been CEO of Scottish Widows.

Under Andy Briggs' leadership, Friends Life will establish a new business unit to manage the requirements of customers with products that we are no longer actively marketing to new customers. This UK Heritage Business will be led by Evelyn Bourke who has been appointed Chief Commercial Officer. The Friends Life Chief Commercial Officer role includes responsibility for Friends Life strategy and capital. Risk will now report directly to the Chief Executive Officer. As a result of the strategy announced in February, and subsequent related decisions, a number of business lines are no longer being actively marketed. These lines will be managed in the UK Heritage Business alongside customers with legacy products that have previously been closed to new business. The creation of the UK Heritage Business to run alongside the corporate benefits, protection and retirement income business units will enable Friends Life to focus on the distinct value drivers for all of its products and ensure that the Group meets the needs of all customers.

Further information on Resolution Limited's results and strategy can be found in its preliminary announcement issued today, (www.resolution.gg).

Key financial highlights

 
                                       Half year   Half year   Full year 
 GBPm (unless otherwise stated)             2011        2010        2010 
------------------------------------  ----------  ----------  ---------- 
 IFRS based operating profit before 
  tax                                        406         159         290 
 IFRS profit after tax                        61          86         848 
 APE                                         601         458       1,012 
 Estimated IGCA surplus capital 
  (GBPbn)                                    2.0         1.0         2.3 
 Asset quality(i) for shareholder 
  related assets                             96%         97%         95% 
------------------------------------  ----------  ----------  ---------- 
 

(i) Corporate debt and asset-backed securities at investment grade or above.

-- IFRS based operating profit before tax up from GBP159 million to GBP406 million reflecting the inclusion of the acquired businesses and a GBP221 million one-off benefit following the release of negative reserves in the acquired AXA UK Life Business and BHA.

-- IFRS profit after tax of GBP61 million reflects higher amortisation of intangible assets (arising from the acquisitions and an accelerated charge to offset the negative reserves release), negative goodwill on the acquisition of BHA and non-recurring costs.

-- Friends Life sales volumes totalled GBP601 million in the six month period and reflect the increased scale following the inclusion of the acquired UK businesses. Sales through the International business have shown strong growth in the period driven by strength in the Asian markets, whilst sales generated in Lombard, although solid, are down compared to a strong period of growth in 2010.

-- Estimated IGCA surplus capital of GBP2.0 billion as at 30 June 2011, down from GBP2.3 billion at the end of 2010 principally reflecting the GBP350 million dividend paid from the life businesses to Resolution Limited.

-- Continued high asset quality, with no significant shareholder exposure to the sovereign debt or corporate bonds of higher risk European economies.

Outlook

Friends Life is now on a clear path to creating a sustainable business that is focussed on profitable new business, cost synergies and cash generation. The implementation of the strategy will continue as the Group progresses the separation and integration of the acquired businesses.

The outlook for Friends Life's core product markets is good with the Group having existing advantages of scale as well as respected customer service. This along with appropriate capital allocation and clear financial discipline, that includes a focus on value over volume, should allow the Group to differentiate itself and generate returns for shareholders.

Journalists requiring further information should contact:

 
 Peter Timberlake    Friends Life    +44 (0) 845 641 7834 
 Emma Wylie          Friends Life    +44 (0) 845 268 4909 
 
 

Notes to the editors

1. Friends Life Group are the holders of a large number of industry awards, showing continued recognition of the quality of our products and service.

2. This announcement contains certain forward-looking statements with respect to the Friends Life Group and its outlook. These statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast.

3. For more information on the Friends Life Group including, photos, awards, fast facts, presentations, and media contacts please visit the media section at www.friendslife.com/media

4. For more information on Resolution Limited, including, photos, awards, fast facts, presentations, and media contacts please visit the media section at www.resolution.gg

Group summary

The Group's results for the half year reflect the enlarged group, including the results of the AXA UK Life Business and, from 31 January, BHA. The IFRS based operating profit before tax of GBP406 million (30 June 2010: GBP159 million) benefitted from the implementation of certain elements of PS06/14 as part of the capital synergies programme for the UK business.

The operating results of the Group are set out below and are discussed in more detail in the operating reviews that follow.

IFRS based operating profit analysis by segment

 
                                                                   2011   2010 
                                                                   Half   Half 
 GBPm                          UK   Int'l   Lombard   Corporate    year   year 
--------------------------  -----  ------  --------  ----------  ------  ----- 
 New business strain         (66)    (20)      (17)           -   (103)   (60) 
 In-force surplus             214      69        40           -     323    209 
 Long-term investment 
  return                        4       -       (1)        (17)    (14)     17 
 Reserving changes and 
 one-offs                     222     (6)         -           -     216      6 
 Development costs           (10)     (3)       (1)           -    (14)   (11) 
 Other income and charges       -       1         -         (3)     (2)    (2) 
--------------------------  -----  ------  --------  ----------  ------  ----- 
 IFRS based operating 
  profit 
 before tax                   364      41        21        (20)     406    159 
--------------------------  -----  ------  --------  ----------  ------  ----- 
 

The strategic review, announced in February 2011, set a number of targets for improvement in the profitability of new business in the UK. A number of critical early steps have now been taken. The selection of the BHA protection platform and the Friends Provident corporate benefits platform, as the new business platforms for the future, ensures that future new business will benefit from the low unit cost associated with these platforms. The IRRs of the business written on these platforms are already close to or above the target returns announced in February with the target platform for corporate benefits business achieving an IRR of 8.8% in the period and the target platform for the individual protection business achieving an IRR of 26.4%. The UK business has commenced the development of its annuity proposition and has recruited a number of key individuals to lead the retirement income business. The objective of significantly growing the Group's market position in retirement income will be achieved through increasing the

capture of internal vestings, while maintaining overall profitability, as well as through the development of an open market proposition.

The UK life assurance sector continues to face regulatory uncertainty with the expected implementation of Solvency II, the introduction of auto-enrolment, and the Retail Distribution Review ("RDR").

The new capital regime under Solvency II is expected to present insurers with a changing capital framework. Disappointingly, there is a lack of clarity on the final position with respect to Solvency II, and it is expected that the implementation date looks likely to be delayed. Friends Life is supportive of the principle of having a risk-based capital framework.

The introduction of auto-enrolment in the second half of 2012, under which employees will automatically be enrolled into a qualifying scheme, will also impact the corporate pension landscape. Friends Life currently expects auto-enrolment to fuel market growth, with a good uplift in pension scheme membership. Friends Life will continue to develop its pension proposition, segment the customer base and optimise the development of profitable business. Friends Life believes that auto-enrolment represents a considerable opportunity for the business to generate a significant increase in new members from both new and existing schemes. It will be used as an opportunity to develop a market leading proposition for clients, supporting employers with the heavy compliance requirements imposed on them as a result of pensions reform.

The RDR will drive significant change in the distribution landscape, with many advisers expected to either retire or retrench to a much more limited panel-based advice proposition. Friend Life expects the individual wealth market, particularly single premium bond sales, to be adversely affected as this market has historically been driven by the higher levels of commission that can be paid as compared with mutual funds. Friends Life closed its IFA single premium bond proposition following the UK strategic review and therefore the Group does not expect a significant impact from this. Protection is outside the RDR regime and the Group's focus in the corporate pensions market is on the nil commission/funded commission market.

In summary, Friends Life is well placed to deal with the regulatory uncertainty facing the UK life sector which will contribute to the development of a sustainable business.

International is making good progress with its strategy as it seeks deeper penetration in the markets in which it has established positions. It has benefitted from strong growth in the Asian markets serviced through the Hong Kong and Singapore branches and is on track to deliver the financial targets by 2013.

Lombard continues to perform well with new business in the first half of 2011 the second highest first half sales Lombard has seen in its 20 year history. Sales are reduced compared to the first half of 2010 which benefitted from the impact of the EUSD and the final phase of the Italian tax amnesty.

Profitable new business

The following table shows the IRR performance of the key business lines compared with the targets set for 2013.

 
                                                            Full 
                                       Half       Half      year   Half   Full 
                          Target       year       year  baseline   year   year 
                            2013       2011       2011  (i) 2010   2010   2010 
                                        All     target 
 IRR (%)                          platforms  platforms 
------------------------  ------  ---------  ---------  --------  -----  ----- 
 UK corporate benefits       10+        5.3        8.8       4.2    8.2    6.2 
 UK individual 
  protection                  20        5.0       26.4       3.3    2.1    2.7 
 UK retirement income        15+       23.8                 16.5    n/a   20.0 
------------------------  ------  ---------  ---------  --------  -----  ----- 
 International               20+       13.5                 15.4   18.3   15.4 
 Lombard(ii)                 20+       19.0                 26.7   23.1   26.7 
------------------------  ------  ---------  ---------  --------  -----  ----- 
 Blended group new 
 business 
 IRR(ii)                     15+        9.6                  8.6   15.1   11.2 
------------------------  ------  ---------  ---------  --------  -----  ----- 
 
 New business cash 
  strain (GBPm)              192        161                  392    110    238 
------------------------  ------  ---------  ---------  --------  -----  ----- 
 

(i) 2010 full year baseline includes an estimate of 12 months BHA and AXA UK Life Business results.

(ii) The 2011 Lombard IRR (and therefore the blended group IRR) now takes account of the Luxembourg regulatory regime in which DAC is an allowable asset.

Cost synergies

The UK Life Project has brought together the Friends Provident operations, the AXA UK Life Business and BHA through a series of acquisitions from November 2009 to January 2011. There is a unified executive team responsible for the day to day management of the business and this has overseen the development and roll out of a single set of corporate values, an integrated staff grading structure, a streamlined pay and reward system and the alignment of performance management processes across the acquired businesses. The Friends Life brand was launched in March 2011, supported by significant brand activity including sponsorship of the Friends Life t20 cricket tournament.

The separation and integration programme remains on track. This includes the separation of the former AXA UK Life Business and BHA and the creation of a fully integrated Friends Life business.

Joint separation plans have been agreed with AXA and exits from transitional service agreements are in line with expectations (25% exited to date). Significant expenditure has been committed with the Group's external partners to deliver the separation of IT infrastructure from AXA Technology Services and to migrate certain blocks of policies onto strategic IT platforms.

The separation of BHA remains on plan with IT infrastructure changes due to be delivered ahead of the 12-month deadline ending January 2012, and all Finance and HR-related service agreements terminated ahead of schedule (including payroll and general ledger migrations).

The integration of these three businesses is expected to deliver synergy benefits of GBP112 million by the end of 2013, of which GBP39 million is expected to be realised by the end of 2011 on a run-rate basis. To date, a total of GBP24 million run-rate cost savings have been delivered through:

-- creating an integrated and streamlined sales capability for a targeted and rationalised individual protection proposition;

-- integrating the sales and marketing model for corporate benefits;

-- rationalising the combined brand budgets;

-- improving contractual negotiations with strategic sourcing suppliers; and

-- restructuring the senior management team and central functions.

The platform acquired with BHA has been chosen to provide a cost-effective solution for the individual and group protection businesses, both for targeted IFA and controlled distribution. The restructure of the combined sales force, marketing capability and customer service functions are well advanced.

The Group has announced the planned closure of the Coventry site by the middle of 2012. Further closures of the Loudwater, Manchester, Basingstoke and the BHA London offices, in line with the Group's target operating model are planned during 2011 and 2012.

Cash delivery

The Group has committed to deliver both distributable cash and a capital efficient business. The group is confident that through the delivery of the targeted cost savings, the move to selected new business platforms and implementation of PS06/14 that the targeted reduction of new business strain by GBP200 million will be achieved by 2013.

UK operating segment

The Group's strategy focuses on products and distribution channels in the UK market where Friends Life has a significant existing presence and the prospect of generating attractive returns. The key product lines in the UK are corporate benefits, protection and retirement income. Full implementation plans are being executed and tracked to ensure delivery on the 2013 targets.

Management structures have been reorganised to bring individual protection and group protection under a single executive, consistent with the plan to write all new group protection and individual protection business on the existing BHA platforms.

In UK product lines where Friends Life will not be able to generate satisfactory returns (principally individual pensions and investment bonds), steps have been taken to exit or scale back to reduce new business strain.

 
 GBPm 
  (unless                              2011 Half year                            2010    2010 
 otherwise    Corporate   Individual        Group   Retirement                   Half    Full 
 stated)       benefits   protection   protection       income   Other   Total   year    year 
-----------  ----------  -----------  -----------  -----------  ------  ------  -----  ------ 
 New 
  business 
 cash 
  strain           (39)         (41)          (4)            7    (21)    (98)   (38)   (149) 
 IRR (%)            5.3          5.0          7.0         23.8     8.9     7.0   10.8     7.1 
 APE                242           44           12           19      55     372    203     472 
 IFRS based 
 operating 
  profit 
 before tax                                                                364     99     187 
-----------  ----------  -----------  -----------  -----------  ------  ------  -----  ------ 
 

IFRS based operating profit before tax in the first half of 2011 was GBP364 million (30 June 2010: GBP99 million) reflecting the enlarged scale of the UK business following the acquisitions, as well as the one-off benefit following the implementation of negative reserves.

New business profitability is not comparable year on year due to the inclusion of the acquired AXA UK Life Business and BHA. The profitability of new business will improve significantly as the remainder of the synergies and implementation actions are delivered. The profitability of the selected platforms is already close to or above target returns with the target corporate benefits platform at 8.8% (target: 10%) and the target individual protection platform at 26.4% (target: 20%). As such, Friends Life remains confident of meeting the targeted product metrics by the end of 2013. The relevant sections below contain a detailed commentary on the results for each proposition.

Corporate benefits

The Friends Life corporate benefit business has continued to deliver against a difficult economic back drop. The market has seen membership declining in recent years as a result of employers implementing recruitment freezes, and rationalising their workforces. There has also been an increasing trend in employers opting for pay freezes, this coupled with increasing pressure on disposable income means there have been limited opportunities to grow existing pension arrangements. Despite this pressure, Friends Life has been able to drive significant volume growth from the existing in-force schemes.

Financial performance

 
                                         2011       2011 
                             2013        Half       Half          2010 
                             Full        year       year          Full   2010 
 GBPm (unless otherwise      year         all     target          year   Half 
 stated)                   target   platforms  platforms   baseline(i)   year 
------------------------ 
 New business cash 
  strain                     (75)        (39)       (23)          (80)   (25) 
 IRR                         10%+        5.3%       8.8%          4.2%   8.2% 
 APE                          n/a         242        176           399    152 
------------------------  -------  ----------  ---------  ------------  ----- 
 

(i) 2010 full year baseline includes an estimate of 12 months AXA UK Life Business results.

Strong incremental new business, combined with cost synergies has led to the significant improvement in profitability in the period, although at 5.3% this is clearly not satisfactory. Overall returns are impacted by the less profitable new business on the acquired AXA UK Life Business platforms, however the profitability of business written on the target Friends Provident NGP platform has been better, delivering an IRR of 8.8%. This platform is expected to achieve the 10% target return during 2012 as the cost synergies and migration of business onto NGP takes effect.

New scheme wins in the first half of 2011 (40 scheme wins) were restricted as a result of both market caution around the AXA UK Life Business acquisition and a significant restructure of the new business sales force in January, in order to drive out cost savings. The outlook for the second half of 2011 is promising with a strong pipeline of new business skewed towards single premium business, and a significant step-change in the quality of schemes being secured (average APE per scheme is significantly higher in 2011 compared to 2010).

Over the first half of 2011 group pensions assets have grown by approximately GBP1 billion and now stand at GBP18 billion.

The business is confident of achieving the 2013 financial targets as a result of:

-- Expected business growth, benefiting from the combination of Friends Life's highly regarded proposition and a significant growth in customer premium flows driven by Auto-Enrolment ("AE"). This will increase revenues on a primarily fixed cost base.

-- Ongoing separation and integration, in particular the migration of the AXA-owned platform Embassy, onto the more efficient NGP platform with reducing operational complexity and cost; and

-- Continuing realisation of cost synergies as part of the wider programme to reduce the overall cost base of the business.

Protection

Individual protection

In March, the Group announced the decision to consolidate the individual protection business onto the acquired BHA platform. It is a low cost operating platform which will deliver the required functionality to support the business going forward. The proposition will be further enhanced by improving the functionality available on the platform, drawing upon the best features across the three former propositions.

The enhanced proposition is expected to be delivered in October 2011, with focused activity in train with each distribution partner to ensure the transition of all targeted IFA new business to the new platform by the end of 2011. The Group will also work with existing controlled distribution partners on a case by case basis throughout 2011 and 2012 to achieve the same outcome.

Financial performance

 
                                          2011       2011 
                              2013        Half       Half          2010 
                              Full        year       year          Full   2010 
                              year         all     target          year   Half 
 GBPm (unless otherwise 
  stated)                   target   platforms  platforms   baseline(i)   year 
-------------------------  -------  ----------  ---------  ------------  ----- 
 New business cash strain     (30)        (41)        (2)         (193)   (18) 
 IRR                           20%        5.0%      26.4%          3.3%   2.1% 
 APE                           n/a          44         10           106     18 
-------------------------  -------  ----------  ---------  ------------  ----- 
 

(i) 2010 full year baseline includes 12 months BHA and AXA UK Life Business results.

The individual protection market has held up well in a difficult economic climate, including a depressed housing market. Friends Life envisages this continuing in the lead up to the RDR implementation. As protection is excluded from the main impacts of the RDR there is an expectation of an increased focus on protection sales by intermediaries in the short term.

The growth in sales volumes reflects the acquisitions of the AXA UK Life Business and BHA in 2010 and 2011. However, as the strategy is delivered the volumes will reduce from the 2010 baseline as there is more selective market participation through greater pricing discipline and increased focus on profitable product lines. This change, combined with the transition to the target BHA platform and emerging cost synergies, is expected to result in a reduction in the 2011 full year new business strain of some GBP100 million.

The IRR of individual protection business has improved to 5.0% in the period with the lower new business strain benefiting the half year result. The improvement is expected to continue through to 2013 as the strategy is delivered, with further efficiencies achieved as new business is migrated to the BHA platform and an increased proportion of the higher margin critical illness and income protection business is written. The current returns on the BHA platform are significantly higher than those being delivered through the Friends Provident and AXA UK Life Business with the IRR for the half year at 26.4% already in excess of the 20% target. As more business is migrated to the BHA platform and the mix of business changes, returns in excess of the target IRR are expected to be maintained although it is likely that there will be some fluctuation in the level of return achieved from period to period.

Group protection

 
                                        2011        2010 
 GBPm (unless otherwise stated)    Half year   Half year 
 New business cash strain                (4)         (2) 
 IRR                                    7.0%        4.0% 
 APE                                      12           2 
--------------------------------  ----------  ---------- 
 

The BHA proposition has made a significant difference to the scale of the Friends Life group protection proposition with sales in the period of GBP12 million APE significantly higher than that recorded in the first half of 2010. BHA contributed GBP7 million APE in the period with the Friends Provident proposition also performing well, recording GBP5 million APE (30 June 2010: GBP2 million).

New business profitability with an IRR of 7.0% is expected to improve as business is consolidated onto the BHA platform and volumes of income protection and critical illness are increased.

Retirement income

The Group has started to implement the annuity strategy which will focus on building the enhanced range of capabilities needed to retain vesting pensions and provide optionality for entry into the open market. The developments will include sophisticated mortality analysis to inform a highly targeted pricing approach, new customer management systems to support improved engagement with customers and distributors in the run up to retirement and the development of more sophisticated capability for the selection and management of investments such as credit. The developments are expected to deliver enhanced capabilities over a 12-18 month timeframe which will drive increased volumes and profitability during 2013. A good start has been made in building the team with the appointment of David Still, as Managing Director of Retirement Income, and Richard Willets, as Director of Longevity.

Financial performance

 
                               2013 
                               Full                    2010 
                               year        2011   Full year        2010 
 GBPm (unless otherwise                            baseline 
  stated)                    target   Half year         (i)   Half year 
 New business cash strain       n/a           7          26          11 
 IRR                           15%+       23.8%       16.5%         n/a 
 APE                            n/a          19          39          14 
--------------------------  -------  ----------  ----------  ---------- 
 

(i) 2010 full year baseline includes an estimate of 12 months AXA UK Life Business results.

Half year sales volumes of GBP19 million represent a 40% increase on the 2010 half year comparative, reflecting the acquisition of the AXA UK Life Business in the second half of 2010. Annuity sales in the first half of 2010 were boosted by the change to early retirement rules in April last year, which resulted in a spike of retirements from 50-55 year olds who might otherwise not have been able to take their benefits for up to a further five years.

The key financials remain attractive for the retirement income proposition with high revenue margin and IRR (23.8%) for annuity new business. Annuity business also continues to be cash generative before allowance for capital requirements. A significant portion of sales continues to be driven by internal vestings with a guaranteed annuity option where margins are lower.

Retention rates as a percentage of vesting funds have fallen marginally compared to 2010, reflecting the general move towards open market options seen in the market more widely. The benefits of the strategy to improve the value retained from maturing pensions business are not expected to be reflected in improvements to this retention rate until later in 2012.

UK: Other products and Sesame Bankhall Group

Other products

 
                                        2011        2010 
 GBPm (unless otherwise stated)    Half year   Half year 
--------------------------------  ----------  ---------- 
 New business cash strain               (21)         (3) 
 IRR                                    8.9%         n/a 
 APE                                      55          17 
--------------------------------  ----------  ---------- 
 

Other products include the combined individual pensions and investment propositions of Friends Provident and the AXA UK Life Business. The Group does not expect to be able to generate the minimum target returns required from these product lines and as a result sales are being limited.

Other sales in the period principally relate to the onshore bond proposition acquired with the AXA UK Life Business. The decision was made to close to IFA new business applications on 31 March 2011 in line with the UK new business strategy announced in February. New business continues to be written through the Group's inherited tied bancassurance relationships with GBP14 million APE being written in the period.

Sesame Bankhall Group

Sesame Bankhall Group ("SBG") is the UK's largest distributor of retail financial advice and operates three market leading brands. Sesame is the leading appointed representative network, Bankhall is the largest support service provider for directly regulated IFAs and PMS is the biggest mortgage club for intermediaries. SBG traded profitably in line with expectations in the first six months, whilst making significant investments in its technology infrastructure and in new services for its customers, and has commenced a number of implementation activities ahead of the requirements of the RDR.

The operating result for the first six months of the year (GBPnil) reflects this program of investment (30 June 2010: GBP2 million).

UK operating segment - IFRS based operating profit

UK IFRS based operating profit

 
                                         2011 (i)       2010 (ii)   2010 (iii) 
                                        Half year       Half year    Full year 
                                             GBPm            GBPm         GBPm 
-------------------------------------  ----------  --------------  ----------- 
 New business strain                         (66)            (27)         (89) 
 In-force surplus                             214             113          280 
 Investment return and other items              4              16           35 
 Principal reserving changes and 
  one-off items                               222               5         (15) 
 Development costs                           (10)             (8)         (21) 
 Other                                          -               -          (3) 
-------------------------------------  ----------  --------------  ----------- 
 IFRS based operating profit before 
  tax                                         364              99          187 
-------------------------------------  ----------  --------------  ----------- 
 

(i) 2011 half year results comprise six months results for Friends Provident; six months for the AXA UK Life Business; and five months for BHA.

(ii) 2010 half year results comprise six months results for Friends Provident.

(iii) 2010 full year results include 12 months for Friends Provident and four months for the AXA UK Life Business.

In the period to 30 June 2011 the UK segment delivered IFRS based operating profit before tax of GBP364 million (30 June 2010: GBP99 million), representing an increase of GBP265 million on the prior period. The increase reflects a number of significant changes to the UK segment including the acquisition of the AXA UK Life Business and BHA, and the subsequent implementation of negative reserves on both of these businesses.

Principal reserving changes reflects the implementation of negative reserves on protection business which accelerates the recognition of surplus. This earlier recognition of surplus has a one-off positive impact on the overall UK result of GBP221 million. This one-off benefit is offset by reduced ongoing in-force surplus (due to the accelerated recognition referred to above) of GBP20 million in the first six months, with a further estimated GBP20 million expected in the second six months. There is also an impact on the first half year through a reduction in new business strain of GBP5 million.

Reconciliation of new business strain to IFRS

 
                                    2011        2010        2010 
                               Half year   Half year   Full year 
                                    GBPm        GBPm        GBPm 
----------------------------  ----------  ----------  ---------- 
 Total UK new business cash 
  strain                            (98)        (38)       (149) 
 DAC / DFF adjustments                33          11          59 
 Other IFRS adjustments              (1)           -           1 
----------------------------  ----------  ----------  ---------- 
 Total UK IFRS new business 
  strain                            (66)        (27)        (89) 
----------------------------  ----------  ----------  ---------- 
 

IFRS new business strain of GBP66 million includes GBP31 million in respect of the AXA UK Life Business and BHA; this explains the majority of the increase from the half year ended 30 June 2010. In addition, the strengthened annuitant mortality assumptions, effective at the end of 2010, have increased new business strain compared to 2010.

The implementation of PS06/14 reserving changes and the recognition of negative reserves across the UK protection portfolio means that DAC is no longer recognised on this business. This change in treatment offsets the reserving benefits which are apparent in cash strain and as a consequence there is no significant reduction in protection IFRS new business strain. DAC continues to be recognised on pensions and investments business and has moved in line with expectations given the current product mix and levels of new business.

In-force surplus

In-force surplus of GBP214 million is GBP101 million higher than that recorded in the first half of 2010 due to the inclusion of the AXA UK Life Business and BHA results. These account for GBP96 million of this income. IFRS surplus generated by the Friends Provident UK business increased marginally to GBP118 million (30 June 2010: GBP113 million).

Investment return and other items

 
                                       2011        2010        2010 
                                  Half year   Half year   Full year 
                                       GBPm        GBPm        GBPm 
-------------------------------  ----------  ----------  ---------- 
 Longer-term return on life 
  and pension 
 shareholder funds - excluding 
  debt                                   35          37          76 
 Longer-term return on life 
  and pension 
 shareholder funds - debt              (31)        (23)        (46) 
 Distribution businesses                  -           2           5 
-------------------------------  ----------  ----------  ---------- 
 Total                                    4          16          35 
-------------------------------  ----------  ----------  ---------- 
 

Longer-term investment return on shareholder funds, net of debt, was lower at GBP4 million (30 June 2010: GBP14 million) reflecting a lower expected return on shareholder assets due to a decrease in expected rates and a change in asset mix from bonds to cash. This change has more than offset the effect of the higher asset base from the inclusion of the AXA UK Life Business shareholder assets. There was also an GBP8 million interest charge associated with the GBP500 million debt issued by Friends Life in April 2011.

Distribution businesses relate to Sesame Bankhall Group, which generated operating profits of GBPnil in the first six months of 2011 (30 June 2010: GBP2 million) and, for the period prior to its disposal, in March 2010, of Pantheon Financial Limited.

Principal reserving changes and one-off items

 
                                           2011        2010        2010 
                                      Half year   Half year   Full year 
                                           GBPm        GBPm        GBPm 
-----------------------------------  ----------  ----------  ---------- 
 Negative reserving (PS06/14) 
  changes                                221              -           - 
 Annuitant longevity strengthening        -               -        (39) 
 Modelling and methodology 
  changes                                 1               5          14 
 Scheme expense release                   -               -          10 
-----------------------------------  ----------  ----------  ---------- 
 Total                                   222              5        (15) 
-----------------------------------  ----------  ----------  ---------- 
 

The implementation of the PS06/14 reserving change to the AXA UK Life Business and BHA has resulted in a one-off GBP221 million release of reserves including a DAC write-off of GBP22 million in the protection proposition.

UK operating expenses

 
                                 2010 
                     2011   Full year        2010        2010 
                             baseline 
                Half year         (i)   Half year   Full year 
                     GBPm        GBPm        GBPm        GBPm 
-------------  ----------  ----------  ----------  ---------- 
 Acquisition           89         220          46         130 
 Maintenance          130         256          37         140 
-------------  ----------  ----------  ----------  ---------- 
                      219         476          83         270 
 Development           10          23           8          21 
-------------  ----------  ----------  ----------  ---------- 
 Total                229         499          91         291 
-------------  ----------  ----------  ----------  ---------- 
 

(i) 2010 full year baseline includes an estimate of 12 months AXA UK Life Business, BHA and WLUK operating expenses

UK operating expenses, which exclude commission payments and non-recurring costs, were GBP229 million compared to GBP91 million in the first half of 2010 reflecting the increased scale of the business. Operating expenses remain a key focus with the delivery of the GBP112 million targeted synergies critical to driving a step change in UK business performance.

Acquisition and maintenance costs total GBP219 million in the six month period compared to the full year 2010 baseline of GBP476 million. The 2010 baseline includes GBP31 million of Winterthur UK Life Limited ("WLUK") operating costs, which the Group is due to acquire by the end of 2011. After adjusting for the inclusion of WLUK, costs are slightly below baseline on a run-rate basis and reflect a number of the early synergies, which include the reorganisation of sales, marketing and new business processing functions. These are however partially offset by temporary increases for VAT on transitional services from AXA UK, and increases in finance and governance, to support business as usual activities during a period of significant change.

To date in 2011, development costs of GBP10 million include GBP5 million expenditure on the development of the corporate platform, refinement and progression of the Group's retirement income strategy and a number of other projects spanning the UK Life business.

International operating segment

The majority of the International business' core markets appear to have recovered well from the recession, in particular in Asia where demand is strong, although Europe remains a difficult environment and is expected to remain so over the course of 2011.

In this climate the International business has delivered strong new business flows, with APE growing to GBP132 million in the first half of 2011. The operating result reflects the growing book of business which generates an increasing return on the in-force book, offset by a number of one-off items that are explained further below.

The Friends Life strategy is to grow the value of the International business and its component parts, improving overall growth prospects and returns. As the business grows, the level of cash generation is expected to improve to deliver the targeted sustainable cash generation of at least GBP20 million per annum by 2013 whilst increasing new business IRR to at least 20%.

The business has continued to invest in building capability, developing propositions and platforms, and revising product structures to improve profitability and persistency. New business profitability will be enhanced by the development and rollout over the next 18 months of an improved Friends Provident International Limited ("FPIL") regular premium product.

International new business sales ("APE") increased by 10% compared with the first half of 2010, with a 14% increase for FPIL partially offset by a 7% reduction for Overseas Life Assurance Business ("OLAB"). The results were driven by strong sales in Asia and the UK, offset by weaker European sales, where market conditions remain challenging.

Funds under management as at 30 June 2011 total GBP5.9 billion and have increased by 3% in the six months. Fund flows are largely driven by the growth of the FPIL business with net in-flows in the period of GBP0.3 billion.

IFRS based operating profit

 
                                            2011        2010        2010 
                                       Half year   Half year   Full year 
                                            GBPm        GBPm        GBPm 
------------------------------------  ----------  ----------  ---------- 
 New business strain                        (20)        (11)        (28) 
 In-force surplus                             69          58         120 
 Investment return and other items             -           1           3 
 Principal reserving changes and 
  one-off items                              (6)           2           2 
 Development costs                           (3)         (2)         (6) 
 Other                                         1         (1)           4 
------------------------------------  ----------  ----------  ---------- 
 IFRS based operating profit before 
  tax                                         41          47          95 
------------------------------------  ----------  ----------  ---------- 
 

International generated IFRS based operating profits of GBP41 million in the six month period to 30 June 2011 compared to GBP47 million in the first six months of 2010.

Reconciliation of new business strain to IFRS

 
                                  2011        2010        2010 
                             Half year   Half year   Full year 
                                  GBPm        GBPm        GBPm 
--------------------------  ----------  ----------  ---------- 
 New business cash strain         (52)        (57)        (83) 
 DAC / DFF adjustments             105          97         210 
 Other IFRS adjustments           (73)        (51)       (155) 
--------------------------  ----------  ----------  ---------- 
 IFRS new business strain         (20)        (11)        (28) 
--------------------------  ----------  ----------  ---------- 
 

New business cash strain has reduced by GBP5 million to GBP52 million period on period, principally as a result of the increased benefit from financial reinsurance. Higher acquisition costs as sales volumes increased have partly offset this benefit.

IFRS new business strain has increased to GBP20 million from GBP11 million at half year 2010, largely due to modelling improvements as well as increased new business volumes. Other IFRS adjustments include the elimination of financial reinsurance from IFRS new business strain as well as the elimination of actuarial funding and sterling reserves which are a feature of the products sold by the International business.

In-force surplus

In-force surplus on the IFRS basis increased from GBP58 million in the first half of 2010 to GBP69 million at half year 2011, benefitting from the growth of the back book although this growth has been restricted by adverse economic variances.

Principal reserving changes and one-off items

Adverse principal reserving changes and one-off items of GBP6 million comprise a number of small adjustments principally relating to FPIL.

Operating expenses

 
                   2011       2010       2010 
              Half year  Half year  Full year 
                   GBPm       GBPm       GBPm 
------------  ---------  ---------  --------- 
Acquisition          15         13         28 
Maintenance          13         10         22 
Development           3          2          6 
Other                 -          -          1 
------------  ---------  ---------  --------- 
Total                31         25         57 
------------  ---------  ---------  --------- 
 

International operating expenses, which exclude commission payments and non-recurring costs, have increased to GBP31 million from GBP25 million in the first six months of 2010. Expense increases across the business reflect the higher new business volumes and improvements to propositions and distribution capabilities as well as the costs of strengthening the governance and controls to meet the needs of a growing, complex business. Development costs relate to the German business and the development of the International business' platform.

Lombard operating segment

2010 was an exceptional period for the cross-border life insurance market with this being particularly evident in the first six months of the year. Total Luxembourg life insurance market premiums were estimated at around EUR22 billion with Lombard accounting for 16% of the market, underpinning its market leading position.

Market activity has been markedly lower in the first half of 2011 as the EUSD and the Italian tax amnesty, which drove volume in the first half of 2010, were not prominent and there were no other similar event drivers. Additionally, whilst Lombard's performance is not directly linked to investment markets the continued market uncertainty and pervasive risk arising from the ongoing uncertainty in sovereign debt and general market-related volatility has led to clients postponing actions to structure their investments and manage intergenerational transfer of their wealth.

Notwithstanding the challenging short-term market conditions, the longer term drivers of the demand for compliant "Privatbancassurance" solutions remain compelling.

There are three core elements of Lombard's strategy including strengthening the sales force, investment in marketing and deepening partner relationships, and improving the maintenance and servicing of policies whilst streamlining the business' operating model. It is envisaged that these initiatives will contribute to the delivery of the financial outcomes by 2013 (IRR above 20% and GBP30 million dividend).

Financial performance

Overall, business in the first half of 2011 is below 2010 levels, with sales volumes of GBP97 million APE 28% below the same period in 2010. The lower volumes have directly affected the IRR of 19.0% which has reduced on that generated last year. Historically, the IRR has increased in the second half of the year and accordingly the current levels should not be extrapolated for the full year. Compound annual growth rate ("CAGR") for

sales in the first half of the year is 11% between 2007 and 2011.

Performance in the period has been impacted by a number of factors including the strong drivers of the 2010 comparatives referred to above. Other factors include lower IFA activity in Northern Europe and UK as well as a general increase in the time it takes to close large client deals due to market uncertainties in certain European countries.

Despite the above factors several markets have performed strongly including Finland, France, Italy, Sweden and Asia, which are significantly above 2010 business levels. These improvements reflect the benefits from sales force enhancement, and continued deepening of relationships with partners in these markets. The growth in these regions is encouraging and highlights the valuable market diversity of Lombard's business.

Whilst the external environment is challenging, it is anticipated that activity will be significantly higher in the second half of 2011. This reflects the natural switch in the focus of the sales force from developing leads and client opportunities to closing business. The second half of the year also traditionally benefits from the December fiscal year end in operation within most markets. It is anticipated that Lombard will continue to attract a significant share of its target high and ultra-high net worth market segment.

Albeit below 2010 levels, the pipeline of new business remains high and large case prospects in development are encouraging.

IFRS based operating profit

 
                                            2011        2010        2010 
                                       Half year   Half year   Full year 
                                            GBPm        GBPm        GBPm 
------------------------------------  ----------  ----------  ---------- 
 New business strain                        (17)        (22)        (28) 
 In-force surplus                             40          38          66 
 Investment return and other items           (1)         (1)         (4) 
 Principal reserving changes and 
  one-off items                                -         (1)           - 
 Development costs                           (1)         (1)         (1) 
------------------------------------  ----------  ----------  ---------- 
 IFRS based operating profit before 
  tax                                         21          13          33 
------------------------------------  ----------  ----------  ---------- 
 

Lombard generated operating profit before tax of GBP21 million in the six month period to 30 June 2011, up 62% on 2010.

Reconciliation of new business strain to IFRS

 
                                  2011        2010        2010 
                             Half year   Half year   Full year 
                                  GBPm        GBPm        GBPm 
--------------------------  ----------  ----------  ---------- 
 New business cash strain         (11)        (15)         (6) 
 DAC / DFF adjustments             (6)         (7)        (21) 
 Other IFRS adjustments              -           -         (1) 
--------------------------  ----------  ----------  ---------- 
 IFRS new business strain         (17)        (22)        (28) 
--------------------------  ----------  ----------  ---------- 
 

Period on period, levels of new business strain have remained higher than the 2010 full year, despite the lower sales volumes to date. This is due to local rules on deferral of acquisition costs which meant that DAC has been indirectly restricted by the lower level of new business to date. This proportion is expected to return to consistent levels in the second half of the year. Excluding the impact of deferred acquisition costs, actual new business strain cash flows have improved significantly compared to the first half of 2010.

Surplus generated has benefitted principally from the growth in the existing book of business with the increase in charges generated reflecting the growing scale of the managed asset base.

Average funds under management have increased significantly from GBP14.5 billion in the first half of 2010 to GBP17.7 billion in 2011 as a result of both investment market growth in 2010 and the significant sales volumes brought onto the book in the second half of 2010. The business has delivered net business inflows of GBP0.6 billion through the first half of 2011.

Operating expenses

 
                              2011       2010       2010 
                         Half year  Half year  Full year 
                              GBPm       GBPm       GBPm 
------------  --------------------  ---------  --------- 
Acquisition                     20         19         47 
Maintenance                     12          9         19 
Development                      1          1          1 
Other                            -          -          2 
------------  --------------------  ---------  --------- 
Total                           33         29         69 
------------  --------------------  ---------  --------- 
 

The operating expenses of Lombard, which exclude both commission payments and non-recurring costs, are set out in the table above. Notwithstanding the growth in the in-force book, Lombard has maintained tight control of expense levels which, on a constant currency basis, and excluding an accrual for the management long term incentive plan, are 5% higher than 2010, while average funds under management increased by 17%.

Development costs consist of expenses related to new product and market development.

FLG corporate segment

The FLG corporate segment includes the corporate holding and principal service companies of the Friends Life Group.

FLG corporate IFRS based operating profit

 
                                     2011        2010        2010 
                                Half year   Half year   Full year 
                                     GBPm        GBPm        GBPm 
-----------------------------  ----------  ----------  ---------- 
 Investment return and other 
  items, 
 excluding debt                        40          23          47 
 Expected return on debt             (57)        (22)        (61) 
 Other                                (3)         (1)        (11) 
-----------------------------  ----------  ----------  ---------- 
 IFRS based operating profit 
  before 
 tax                                 (20)           -        (25) 
-----------------------------  ----------  ----------  ---------- 
 

The corporate result is primarily driven by the expected return on the debt held in the Group, offset by the investment return on shareholder assets. Corporate costs of GBP3 million primarily relate to the FLG long term incentive scheme.

Group IFRS profit

The Group's IFRS results are set out below, including a reconciliation from operating profit to IFRS based profit before tax. The Group uses the operating profit measure as the Board considers that this better represents the underlying performance of the business and the way in which it is managed.

 
                                            Half year   Half year    Full year 
 GBPm                                        2011 (i)   2010 (ii)   2010 (iii) 
-----------------------------------------  ----------  ----------  ----------- 
 UK                                               364          99          187 
 International                                     41          47           95 
 Lombard                                           21          13           33 
 Corporate                                       (20)           -         (25) 
 IFRS based operating profit before 
  tax                                             406         159          290 
 
 Short-term fluctuations in investment 
  return                                          (2)          64           24 
 Returns on F&C Commercial Property 
  Trust                                             -          23           23 
 
 Acquisition accounting adjustments: 
 Amortisation and impairment of acquired 
  in-force business                             (453)       (142)        (364) 
 Amortisation of other acquired 
  intangible assets                              (41)        (25)         (64) 
 
 Non-recurring items: 
 Gain on acquisition of businesses                 68           -          883 
 Costs associated with the business 
  acquisitions                                    (1)           -         (14) 
 Other non-recurring items                       (79)         (3)         (68) 
 
 STICS interest adjustment to reflect 
  IFRS 
 accounting for STICS as equity                    16          16           31 
----------------------------------------- 
 IFRS (loss)/ profit before shareholder 
  tax                                            (86)          92          741 
 
 Shareholder tax                                  147         (6)          107 
-----------------------------------------  ----------  ----------  ----------- 
 IFRS profit after tax                             61          86          848 
-----------------------------------------  ----------  ----------  ----------- 
 

i) 2011 half year results comprise six months results for Friends Provident; six months for the AXA UK Life Business; and five months for BHA.

ii) 2010 half year results comprise six months results for Friends Provident.

iii) 2010 full year results include 12 months for Friends Provident and four months for the AXA UK Life Business.

IFRS based operating profit for 2011 was GBP406 million comprising the operating profit for the life business of GBP426 million and GBP20 million of corporate costs. A detailed review of the operating profit of each segment has been provided in the relevant segmental review section of this business review.

Non-operating items

Short-term fluctuations in investment return of GBP2 million includes a GBP9 million benefit from the unwind of the credit default allowance in excess of actual defaults within the non-profit fund. This is partially offset by a GBP7 million variance on expected investment return.

In April 2010, the Friends Provident UK business reduced its holdings in F&C Commercial Property Trust ("F&C CPT") from 50.3% to 34.16% in order to manage the property exposure of the life funds. As a result, the Group is no longer required to consolidate the assets, liabilities and results of this investment trust and so the result for 2011 is nil. The GBP23 million return on F&C CPT in 2010 reflects the market return attributable to third parties for the period up to April 2010.

Acquisition accounting adjustments, totalling GBP494 million, represent the amortisation and impairment of the intangible assets recognised on the acquisitions. These charges include GBP252 million of amortisation of acquired in-force business, and GBP41 million of amortisation of other intangible assets. Following the implementation of negative reserves within the AXA UK Life business and BHA, an acceleration of AVIF amortisation amounting to GBP201 million has been recognised to reflect the earlier recognition of surplus within operating profit.

Non-recurring items include the gain on acquisition of BHA of GBP68 million and GBP1 million costs associated with this. Other non-recurring costs totalling GBP79 million include Solvency II and other finance transformation costs of GBP24 million, separation and integration programme costs of GBP41 million, capital optimisation programme costs of GBP8 million and other non-recurring costs of GBP6 million.

Interest payable on the Friends Provident STICS of GBP16 million is included as a GBP13 million deduction to corporate long term investment return in the operating profit analysis, and GBP3 million adverse investment fluctuation. As the STICS are accounted for as equity in IFRS (with interest being recorded as a reserve movement), GBP16 million is added back to the non-operating result to reflect the requirements of IFRS.

A shareholder tax credit of GBP147 million is recognised in the period and is significantly higher than the loss before tax of GBP86 million would imply. The principal differences between the implied and the actual shareholder tax credit relate to:

-- a GBP48 million one-off shareholder tax credit triggered by the change in pricing basis on certain unit-linked funds to reflect the fact that these funds were contracting. The discounted tax provision previously included in the pricing (and thus reflected in policyholder liabilities) has been replaced by an undiscounted provision for asset gains. This facilitated the release of a shareholder tax provision which was previously established, as IFRS does not permit the discounting of tax provisions;

-- a GBP30 million shareholder tax credit relating to the reduction in rate of UK corporation tax; and

-- the GBP68 million accounting gain on the acquisition of BHA, which is non-taxable.

Summary IFRS balance sheet

 
 GBPm                                   30 Jun 2011   31 Dec 2010 
-------------------------------------  ------------  ------------ 
 Acquired value of in-force business          4,439         4,685 
 Other intangible assets                        431           455 
 Financial assets                           101,089        99,465 
 Cash and cash equivalents                    8,532         9,057 
 Other assets                                 9,032         8,492 
-------------------------------------  ------------  ------------ 
 Total assets                               123,523       122,154 
-------------------------------------  ------------  ------------ 
 Insurance and investment contracts         108,608       107,492 
 Loans and borrowings                         1,007         1,012 
 Other liabilities                            7,668         7,102 
-------------------------------------  ------------  ------------ 
 Total liabilities                          117,283       115,606 
-------------------------------------  ------------  ------------ 
 IFRS net assets                              6,240         6,548 
-------------------------------------  ------------  ------------ 
 Equity attributable to equity 
  holders of the 
 parent                                       5,926         6,226 
 STICS                                          310           318 
 Attributable to non-controlling 
  interests                                       4             4 
-------------------------------------  ------------  ------------ 
 Total equity                                 6,240         6,548 
-------------------------------------  ------------  ------------ 
 

At 30 June 2011, IFRS total equity was GBP6,240 million (31 December 2010: GBP6,548 million), with equity attributable to equity holders of the parent of GBP5,926 million (31 December 2010: GBP6,226 million).

Financial assets are predominantly invested in listed shares, other variable yield securities and corporate bonds and asset backed securities where 96% are at investment grade or above.

Included in the assets that were acquired within the AXA UK Life Business are certain portfolios of insurance business (the Guaranteed over Fifty, "GOF", and Trustee Investment Plan, "TIP" portfolios) that are expected to be transferred back to AXA UK via Part VII transfers as part of the separation process agreed between FLG and AXA UK. In line with the agreed timetable for the finalisation of the AXA UK Life Business transaction, this transfer is anticipated to take place in the final quarter of 2011. Other assets and other liabilities shown above include GBP284 million of net assets in respect of the GOF and TIP portfolios which are treated as "held for sale" in the Group's accounts.

In addition, the shares of WLUK are to be acquired by the Group once the businesses to be retained by AXA UK have been removed from WLUK. This acquisition is also on track to take place in the final quarter of 2011. WLUK will only be included in the Group's accounts once the acquisition has taken place in 2011 and is not therefore included within these financial statements.

Group capital management

The Friends Life Group manages its capital on both regulatory and economic capital bases, focusing primarily on capital efficiency and the ease with which cash and capital resources can be transferred between entities. In managing capital, the Friends Life Group considers the following:

-- establishing targets for the main UK life companies at the greater of 150% of Pillar 1 CRR (excluding WPICC) and 125% of Pillar 2 CRR including ICG - the capital required to mitigate the risk of insolvency to a 99.5% confidence level over a one year period;

-- at the FLG level, to hold sufficient capital to meet 160% of the Group CRR (excluding WPICC);

-- maintaining financial strength within companies sufficient to support new business growth targets, including rating agency requirements;

-- the need to have strong liquidity to cover expected and unexpected events, which includes access to an undrawn facility with a consortium of banks;

-- managing, in particular, the with-profits business of the Group in accordance with agreed risk appetites and all regulatory requirements; and

-- transfers from long-term business funds and dividends from entities that support the cash generation requirements of the Group, balanced with the need to maintain appropriate capital within the businesses for the reasons outlined above.

As part of the integration of the AXA UK Life Business, a number of initiatives are being implemented including fund mergers and the optimisation of the corporate structure, to ensure capital efficiency and maximise the fungibility of capital resources.

Solvency II

The implementation of the EU Solvency II Directive continues to be a key focus of attention for the Group. The Group has been closely following the emerging regulations and monitoring their potential impact on the Group balance sheet. Friends Life Group is closely involved with the industry in lobbying on key areas where uncertainty remains.

During the first half of the year, Friends Life Group participated in the EIOPA stress test exercise, an EU wide set of stress tests performed by the large insurance companies assessing companies' ability to meet their Solvency II Minimum Capital Requirements ("MCR") under a set of specified stress tests. Friends Life Group also continues to be closely engaged in the development of the tax proposals including any changes arising as a result of Solvency II.

The development and streamlining of some financial systems and tools are included within the Solvency II implementation programme and the overall implementation programme is on track against its plans and budget.

FLG is committed to applying for internal model approval pursuant to the Solvency II Directive and is planning accordingly. The Group has been accepted into the FSA's pre-application process.

The Group assesses strategic developments and opportunities on a Solvency II basis.

The Solvency II requirements are not completely specified, but if the industry is successful in achieving a satisfactory outcome to the key outstanding policy decisions, the Group believes that it will have a favourable capital impact on the Friends Life Group relative to current Pillar 1 solvency requirements.

Insurance Groups Capital Adequacy

In addition to individual company requirements FLG, as the ultimate European Economic Area ("EEA") parent insurance undertaking, is required to meet the IGCA requirements of the Insurance Groups Directive. The Group's capital policy is to maintain sufficient group capital resources to cover 160% of group CRR (excluding WPICC). This policy was increased from 150% following the acquisition of the AXA UK Life Business.

The balance sheet remained strong at the Friends Life group level, with an IGCA surplus of GBP2.0 billion at 30 June 2011, with Group Capital Resources being 209% of Group CRR (excluding WPICC). Group Capital Resources were GBP0.9 billion in excess of the amount required to satisfy the FLG group capital policy of holding 160% of Group CRR (excluding WPICC).

The IGCA surplus would reduce by around GBP0.1 billion for a 40% fall in equity markets from 30 June 2011 levels and would reduce by slightly less if interest rates were to rise by 100bps across the yield curve.

The movement in IGCA surplus over the period largely reflects the expected surplus emerging in the period after financing costs and less amounts retained in the long term funds, non-recurring and non-operating costs of GBP62 million (including integration costs), offset by the GBP132 million impact of acquiring BHA (GBP169 million cost of investment offset by a GBP37 million IGCA surplus at the acquisition date) and the GBP157 million benefit (on an IGCA basis) of negative reserves released in Friends Life Company Limited ("FLC") and BHA businesses. Additional surplus of GBP46 million relating to surplus generated in Friends Provident Life and Pensions Limited ("FPLP") during the year is not available in IGCA until it is transferred to shareholder funds after the full year actuarial valuation. The surplus is also impacted by financing and dividend costs, which include the GBP350 million of dividends paid to the Resolution holding companies in the period as well as interest costs at Friends Life Group.

Asset quality and exposure

The vast majority of the Group's exposure to sovereign debt holdings is to UK gilts. The Group has GBP8 million shareholder exposure (including shareholder fund exposure to non-profit and with-profit funds) to the higher risk government debts of Spain, Portugal, Italy, Ireland and Greece (31 December 2010: GBP7 million).

In addition the Group's shareholder exposure to various corporate securities issued by companies domiciled in Spain, Portugal, Italy, and Ireland is GBP439 million (31 December 2010: GBP444 million). The Group's shareholder exposure to Greek corporate securities and sovereign debt is less than GBP1 million. 56% by value of these corporate securities are issued by non-financial companies, which are in many cases less exposed to their domicile economy than to other countries. Where the Group holds securities issued by financial companies, 23% of these are not linked to the institution's domestic economy. In all cases the company's financial strength and the ability of the domicile government to provide financial support in the event of stress has been considered.

Over 96% of the corporate bond and asset backed securities, to which the shareholder funds are exposed, are investment grade. The Group controls its exposures to corporate issuers by rating, type of instrument and type of issuer. The sub-investment grade bonds held in investment portfolios are monitored closely in order to maximise exit values. Where asset backed securities and other complex securities are held, the Group monitors closely its exposures to ensure that the relevant structure, liquidity and tail credit risks are well understood and controlled.

No defaults have been experienced in the year.

Liquidity

The liquidity of the Group remains strong.

FLG has an undrawn GBP500 million funding facility with a consortium of banks. This facility is due to run until June 2013 but can be extended at the option of FLG for a further two years.

Financial strength ratings

A number of the Group's life businesses are attributed financial strength ratings.

 
              Fitch       Moody's       Standard & Poor's 
-----  ------------  ------------  ---------------------- 
 FPLP   A+ (strong)   A3 (strong)              A-(strong) 
 FLC    A+ (strong)   A2 (strong)              A-(strong) 
 FLAS   A+ (strong)   A2 (strong)                  NR 
-----  ------------  ------------  ---------------------- 
 

The Group targets financial strength ratings in the single A range and expects them to remain there for the foreseeable future.

Principal risks and uncertainties

The Group included details of the principal risks and uncertainties related to its business on pages 15-18 of its 2010 Annual Report and Accounts. These were published under the following headings:

1) Economic conditions

2) Acquisition of target companies

3) Integration and restructuring

4) Regulatory change and compliance

5) Mortality and other assumption uncertainties

6) Counterparty and third party risks

7) Reputation and contagion risks

All of these remain relevant and applicable for the remainder of 2011.

As stated in Note 1 to the condensed consolidated financial statements, the directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.

Statement of directors' responsibilities

Each of the directors confirm that to the best of their knowledge:

-- The condensed consolidated IFRS interim financial information has been prepared in accordance with IAS 34: Interim Financial Reporting, as adopted by the European Union ("EU").

-- The interim report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7, namely important events that have occurred during the period and their impact on the condensed set of financial statements, as well as a description of the principal risks and uncertainties faced by the Company and the undertakings included in the condensed consolidated financial statements taken as a whole for the remaining six months of the financial year; and

-- The interim report includes a fair review of material related party transactions that have taken place in the first six months of the current financial year and any material changes in related party transactions described in the last annual report as required by Disclosure and Transparency Rules 4.2.8.

By order of the Board

Andy Parsons

Executive Director Finance

INDEPENDENT REVIEW REPORT TO FRIENDS LIFE GROUP plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2011 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of IFRS based operating profit, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and the related notes 1 to 11. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Ernst & Young LLP

London

15 August 2011

Condensed consolidated income statement

For the half year ended 30 June 2011

 
                                                  2011        2010        2010 
                                             Half year   Half year   Full year 
                                     Notes        GBPm        GBPm        GBPm 
----------------------------------  ------  ----------  ----------  ---------- 
 Revenue 
 Gross earned premiums                   2       1,069         426       1,288 
 Premiums ceded to reinsurers            2       (296)        (50)       (241) 
----------------------------------  ------  ----------  ----------  ---------- 
 Net earned premiums                     2         773         376       1,047 
 Fee and commission income and 
  income 
 from service activities                           410         323         751 
 Investment return                               2,579       1,182       8,424 
----------------------------------  ------  ----------  ----------  ---------- 
 Total revenue                                   3,762       1,881      10,222 
----------------------------------  ------  ----------  ----------  ---------- 
 Other income                            2          78           -         891 
----------------------------------  ------  ----------  ----------  ---------- 
 Claims, benefits and expenses 
 Gross claims and benefits paid                  1,824         676       2,004 
 Amounts receivable from 
  reinsurers                                     (318)        (88)       (322) 
----------------------------------  ------  ----------  ----------  ---------- 
 Net claims and benefits paid                    1,506         588       1,682 
----------------------------------  ------  ----------  ----------  ---------- 
 Change in insurance contracts 
  liabilities                                     (69)          86         891 
 Change in investment contracts 
  liabilities                                      928         473       5,863 
 Transfer to unallocated surplus                    49           1           4 
 Movement in net assets 
  attributable to 
 unit-holders                                       30         (2)         139 
----------------------------------  ------  ----------  ----------  ---------- 
 Movement in policyholder 
  liabilities                                      938         558       6,897 
----------------------------------  ------  ----------  ----------  ---------- 
 Acquisition expenses                              300         166         392 
 Administrative and other expenses                 940         349       1,028 
 Finance costs                                      78          66         129 
----------------------------------  ------  ----------  ----------  ---------- 
 Total claims, benefits and 
  expenses                                       3,762       1,727      10,128 
----------------------------------  ------  ----------  ----------  ---------- 
 Share of profit/(loss) of 
  associate and 
 joint venture                                       1         (1)           - 
----------------------------------  ------  ----------  ----------  ---------- 
 Profit before tax from continuing 
 operations                                         79         153         985 
 Policyholder tax                        4       (165)        (61)       (244) 
----------------------------------  ------  ----------  ----------  ---------- 
 (Loss)/profit before shareholder 
  tax 
 from continuing operations                       (86)          92         741 
----------------------------------  ------  ----------  ----------  ---------- 
 Total tax charge                        4        (18)        (67)       (137) 
 Policyholder tax                        4         165          61         244 
----------------------------------  ------  ----------  ----------  ---------- 
 Shareholder tax                         4         147         (6)         107 
----------------------------------  ------  ----------  ----------  ---------- 
 Profit for the period                              61          86         848 
----------------------------------  ------  ----------  ----------  ---------- 
 Attributable to: 
 Ordinary shareholders (i)                          45          47         794 
 STICS holders (ii)                                 16           -           1 
----------------------------------  ------  ----------  ----------  ---------- 
                                                    61          47         795 
 Non-controlling interests 
 Equity attributable to STICS 
  holders (ii)                                       -          16          30 
 Other                                               -          23          23 
----------------------------------  ------  ----------  ----------  ---------- 
 Profit for the period                              61          86         848 
----------------------------------  ------  ----------  ----------  ---------- 
 

(i) All profit attributable to ordinary shareholders is from continuing operations.

(ii) On 15 December 2010, the STICS ceased to be non-controlling interests following an intra-group transfer of these equity instruments from Friends Provident Group plc ("FPG") to the Company.

The consolidated income statement includes the results of BHA from the date of acquisition on 31 January 2011. The results for the year ended 31 December 2010, include the results of the acquired AXA UK Life Business from 3 September 2010.

Condensed consolidated statement of comprehensive income

For the half year ended 30 June 2011

 
                                     Equity holders 
                               ------------------------- 
                                Ordinary                          Non- 
                                   share           STICS   controlling 
                                 holders   holders (iii)     interests   Total 
                                    GBPm            GBPm          GBPm    GBPm 
-----------------------------  ---------  --------------  ------------  ------ 
 Profit for the period                45              16             -      61 
-----------------------------  ---------  --------------  ------------  ------ 
 Actuarial losses on defined 
  benefit 
 schemes                            (25)               -             -    (25) 
 Foreign exchange adjustments 
  (i)                                 20               -             -      20 
 Shadow accounting (ii)                2               -             -       2 
 Aggregate tax effect of 
  above items                          1               -             -       1 
-----------------------------  ---------  --------------  ------------  ------ 
 Other comprehensive loss, 
 net of tax                          (2)               -             -     (2) 
-----------------------------  ---------  --------------  ------------  ------ 
 Total comprehensive income, 
 net of tax                           43              16             -      59 
-----------------------------  ---------  --------------  ------------  ------ 
 

For the half year ended 30 June 2010

 
                                  Equity       Non-controlling 
                                 holders          interests 
                                ---------  ---------------------- 
                                 Ordinary 
                                    share           STICS 
                                  holders   holders (iii)   Other   Total 
                                     GBPm            GBPm    GBPm    GBPm 
------------------------------  ---------  --------------  ------  ------ 
 Profit for the period                 47              16      23      86 
------------------------------  ---------  --------------  ------  ------ 
 Actuarial losses on defined 
  benefit 
 schemes                             (78)               -       -    (78) 
 Foreign exchange adjustments 
  (i)                                (46)               -       -    (46) 
 Shadow accounting (ii)               (8)               -       -     (8) 
 Aggregate tax effect of 
  above items                          40               -       -      40 
------------------------------  ---------  --------------  ------  ------ 
 Other comprehensive loss, 
 net of tax                          (92)               -       -    (92) 
------------------------------  ---------  --------------  ------  ------ 
 Total comprehensive income, 
 net of tax                          (45)              16      23     (6) 
------------------------------  ---------  --------------  ------  ------ 
 

For the year ended 31 December 2010

 
                                                      Non-controlling 
                               ------------------- 
                                  Equity holders         interests 
                               -------------------  ------------------ 
                                Ordinary 
                                   share     STICS       STICS 
                                 holders   holders     holders   Other   Total 
                                             (iii)       (iii) 
                                    GBPm      GBPm        GBPm    GBPm    GBPm 
-----------------------------  ---------  --------  ----------  ------  ------ 
 Profit for the period               794         1          30      23     848 
-----------------------------  ---------  --------  ----------  ------  ------ 
 Actuarial losses on defined 
 benefit schemes                    (46)         -           -       -    (46) 
 Foreign exchange adjustments 
  (i)                                (6)         -           -       -     (6) 
 Shadow accounting (ii)              (3)         -           -       -     (3) 
 Aggregate tax effect of 
  above items                         25         -           -       -      25 
-----------------------------  ---------  --------  ----------  ------  ------ 
 Other comprehensive loss, 
 net of tax                         (30)         -           -       -    (30) 
-----------------------------  ---------  --------  ----------  ------  ------ 
 Total comprehensive income, 
 net of tax                          764         1          30      23     818 
-----------------------------  ---------  --------  ----------  ------  ------ 
 

(i) Foreign exchange adjustments relate to the translation of overseas subsidiaries.

(ii) Shadow accounting relates to a gain of GBP2 million (30 June 2010: loss of GBP8 million; 31 December 2010: loss of GBP3 million) in respect of foreign exchange adjustments on translation of overseas subsidiaries held by the with-profits fund of FPLP.

(iii) On 15 December 2010, the STICS ceased to be non-controlling interests following an intra-group transfer of these equity instruments from FPG to the Company.

Condensed consolidated statement of IFRS based operating profit

For the half year ended 30 June 2011

 
                                                  2011        2010        2010 
                                             Half year   Half year   Full year 
                                     Notes        GBPm        GBPm        GBPm 
----------------------------------  ------  ----------  ----------  ---------- 
 Profit before tax from continuing 
  operations                                        79         153         985 
 Policyholder tax                                (165)        (61)       (244) 
 Returns on Group-controlled funds 
 attributable to third parties                       -        (23)        (23) 
----------------------------------  ------  ----------  ----------  ---------- 
 (Loss)/profit before tax 
  excluding 
 returns generated within 
  policyholder 
 funds                                            (86)          69         718 
 Non-recurring items                                12           3       (801) 
 Amortisation and impairment of 
  acquired 
 present value of in-force 
  business                               5         453         142         364 
 Amortisation of other intangible 
  assets                                 5          41          25          64 
 Interest payable on STICS                        (16)        (16)        (31) 
 Short-term fluctuations in 
  investment return                                  2        (64)        (24) 
----------------------------------  ------  ----------  ----------  ---------- 
 IFRS based operating profit 
  before tax                                       406         159         290 
 Tax on operating profit                          (57)        (25)          16 
 IFRS based operating profit after 
  tax 
 attributable to ordinary 
  shareholders 
 from continuing operations                        349         134         306 
----------------------------------  ------  ----------  ----------  ---------- 
 

Condensed consolidated statement of financial position

At 30 June 2011

 
                                               30 June   30 June   31 December 
                                                  2011      2010          2010 
                                       Notes      GBPm      GBPm          GBPm 
------------------------------------  ------  --------  --------  ------------ 
 Assets 
 Pension scheme surplus                              3         -            22 
 Intangible assets                         5     4,870     3,021         5,140 
 Property and equipment                             58        45            46 
 Investment properties                           3,128       857         3,189 
 Investments in associate and 
  joint venture                                     33        33            32 
 Deferred tax assets                                 -         8             4 
 Financial assets                          6   101,089    49,053        99,465 
 Deferred acquisition costs                        490       180           358 
 Reinsurance assets                              2,614     1,926         2,637 
 Current tax assets                                 27         4            22 
 Insurance and other receivables                 1,411       646           976 
 Cash and cash equivalents                       8,532     4,955         9,057 
 Assets of operations classified 
  as held for 
 sale                                            1,268         -         1,206 
------------------------------------  ------  --------  --------  ------------ 
 Total assets                                  123,523    60,728       122,154 
------------------------------------  ------  --------  --------  ------------ 
 Liabilities 
 Insurance contracts                            35,071    12,146        35,081 
 Unallocated surplus                             1,148       275         1,098 
 Financial liabilities 
 Investment contracts                           73,537    40,877        72,411 
 Loans and borrowings                      7     1,007       282         1,012 
 Amounts due to reinsurers                       1,650     1,713         1,666 
 Net asset value attributable 
  to unit-holders                                1,199       697         1,173 
 Provisions                                        227        56           221 
 Pension scheme deficit                              -        35             - 
 Deferred tax liabilities                        1,126       514         1,115 
 Current tax liabilities                            29        19            11 
 Insurance payables, other payables 
  and 
 deferred income                                 1,305       555           893 
 Liabilities of operations 
 classified as held 
 for sale                                          984         -           925 
------------------------------------  ------  --------  --------  ------------ 
 Total liabilities                             117,283    57,169       115,606 
------------------------------------  ------  --------  --------  ------------ 
 Equity attributable to equity 
  holders of 
 the parent 
 Attributable to ordinary 
 shareholders: 
 Share capital                                     515       250           515 
 Other reserves                                  5,411     2,995         5,711 
------------------------------------  ------  --------  --------  ------------ 
                                                 5,926     3,245         6,226 
 STICS holders                                     310         -           318 
------------------------------------  ------  --------  --------  ------------ 
                                                 6,236     3,245         6,544 
 Attributable to non-controlling 
 interests 
 STICS holders                                       -       310             - 
 Other                                               4         4             4 
------------------------------------  ------  --------  --------  ------------ 
 Total equity                                    6,240     3,559         6,548 
------------------------------------  ------  --------  --------  ------------ 
 Total equity and liabilities                  123,523    60,728       122,154 
------------------------------------  ------  --------  --------  ------------ 
 

The financial statements were approved by the Board of directors on 15 August 2011.

Condensed consolidated statement of changes in equity

For the half year ended 30 June 2011

 
                         Attributable to           Other 
                             ordinary             equity 
                           shareholders          holders          Non- 
                      Share      Other             STICS   controlling 
                    capital   reserves   Total   holders     interests   Total 
                       GBPm       GBPm    GBPm      GBPm          GBPm    GBPm 
-----------------  --------  ---------  ------  --------  ------------  ------ 
 At 1 January 
  2011                  515      5,711   6,226       318             4   6,548 
 Profit for the 
  period                  -         45      45        16             -      61 
 Other 
  comprehensive 
  loss                    -        (2)     (2)         -             -     (2) 
 Total 
 comprehensive 
 income                   -         43      43        16             -      59 
-----------------  --------  ---------  ------  --------  ------------  ------ 
 Dividends on 
  equity shares           -      (350)   (350)         -             -   (350) 
 Interest paid on 
  STICS                   -          -       -      (24)             -    (24) 
-----------------  --------  ---------  ------  --------  ------------  ------ 
 Appropriations 
  of profit               -      (350)   (350)      (24)             -   (374) 
 Tax relief on 
  STICS interest          -          4       4         -             -       4 
 Share based 
  payments                -          3       3         -             -       3 
-----------------  --------  ---------  ------  --------  ------------  ------ 
 At 30 June 2011        515      5,411   5,926       310             4   6,240 
-----------------  --------  ---------  ------  --------  ------------  ------ 
 

For the half year ended 30 June 2010

 
                             Attributable to 
                                 ordinary             Non-controlling 
                               shareholders              interests 
                          Share      Other               STICS 
                        capital   reserves   Total     holders   Other   Total 
                           GBPm       GBPm    GBPm        GBPm    GBPm    GBPm 
---------------------  --------  ---------  ------  ----------  ------  ------ 
 At 1 January 2010          250      3,099   3,349         318     297   3,964 
 Profit for the 
  period                      -         47      47          16      23      86 
 Other comprehensive 
  loss                        -       (92)    (92)           -       -    (92) 
 Total comprehensive 
  income                      -       (45)    (45)          16      23     (6) 
 Dividends on equity 
  shares                      -       (65)    (65)           -     (7)    (72) 
 Interest paid on 
  STICS                       -          -       -        (24)       -    (24) 
---------------------  --------  ---------  ------  ----------  ------  ------ 
 Appropriations of 
  profit                      -       (65)    (65)        (24)     (7)    (96) 
 Tax relief on STICS 
  interest                    -          5       5           -       -       5 
 Disposals of 
  businesses                  -          -       -           -   (309)   (309) 
 Share based payments         -          1       1           -       -       1 
---------------------  --------  ---------  ------  ----------  ------  ------ 
 At 30 June 2010            250      2,995   3,245         310       4   3,559 
---------------------  --------  ---------  ------  ----------  ------  ------ 
 

For the year ended 31 December 2010

 
                        Attributable to           Other              Non- 
                            ordinary             equity       controlling 
                          shareholders          holders         interests 
                     Share      Other             STICS     STICS 
                   capital   reserves   Total   holders   holders   Other   Total 
                      GBPm       GBPm    GBPm      GBPm      GBPm    GBPm    GBPm 
----------------  --------  ---------  ------  --------  --------  ------  ------ 
 At 1 January 
  2010                 250      3,099   3,349         -       318     297   3,964 
----------------  --------  ---------  ------  --------  --------  ------  ------ 
 Profit for the 
  year                   -        794     794         1        30      23     848 
 Other 
  comprehensive 
  loss                   -       (30)    (30)         -         -       -    (30) 
 Total 
  comprehensive 
  income                 -        764     764         1        30      23     818 
 Dividends on 
  equity shares          -       (65)    (65)         -         -     (7)    (72) 
 Interest paid 
  on STICS               -          -       -       (1)      (30)       -    (31) 
----------------  --------  ---------  ------  --------  --------  ------  ------ 
 Appropriations 
  of profit              -       (65)    (65)       (1)      (30)     (7)   (103) 
 Tax relief on 
  STICS 
  interest               -          9       9         -         -       -       9 
 Disposals of 
  businesses             -          -       -         -         -   (309)   (309) 
 Issue of share 
  capital            2,165          -   2,165         -         -       -   2,165 
 Capital 
  reduction        (1,900)      1,900       -         -         -       -       - 
 Share based 
  payments               -          4       4         -         -       -       4 
 Transfer of 
  STICS                  -          -       -       318     (318)       -       - 
----------------  --------  ---------  ------  --------  --------  ------  ------ 
 At 31 December 
  2010                 515      5,711   6,226       318         -       4   6,548 
----------------  --------  ---------  ------  --------  --------  ------  ------ 
 

Condensed consolidated cash flow statement

For the half year ended 30 June 2011

 
                                                  2011        2010        2010 
                                             Half year   Half year   Full year 
                                                  GBPm        GBPm        GBPm 
------------------------------------------  ----------  ----------  ---------- 
 Operating activities 
 Profit for the period                              61          86         848 
 Adjusted for: 
 Other income (gain on acquisition)               (68)           -       (883) 
 Net realised and unrealised gains on 
  assets at fair value                         (1,041)       (133)     (6,379) 
 Finance costs                                      78          65         129 
 Amortisation and impairment of intangible 
  assets                                           494         172         428 
 Depreciation of property and equipment              2           3           4 
 Movement in deferred acquisition costs          (130)       (136)       (312) 
 Total tax charge                                   18          67         137 
 Net (purchase)/sale of shares and other 
  variable yield 
 securities                                      (325)         552     (2,956) 
 Net sale of loans, debt securities and 
  other fixed income 
 securities                                        359         170       1,011 
 Net sale/(purchase) of investment 
  properties                                        98        (34)          14 
 (Decrease)/increase in insurance 
  contracts liabilities                          (167)          40         925 
 Increase/(decrease) in investment 
  contracts liabilities                            501         (7)       7,372 
 Increase in unallocated surplus                    50           2           2 
 Increase/(decrease) in provisions                   5          21         (5) 
 Net movement in receivables and payables           58       (661)         668 
------------------------------------------  ----------  ----------  ---------- 
 Pre-tax cash (outflow)/inflow from 
  operating 
 activities                                        (7)         207       1,003 
 Tax (paid)/received                              (33)           -          15 
------------------------------------------  ----------  ----------  ---------- 
 Net cash (outflow)/inflow from operating 
  activities                                      (40)         207       1,018 
------------------------------------------  ----------  ----------  ---------- 
 Investing activities 
 Acquisition of subsidiaries, net of cash 
  acquired                                        (78)           -         969 
 Additions to internally generated 
  intangible assets                                (2)         (2)         (4) 
 Net additions of property and equipment          (14)         (1)         (1) 
------------------------------------------  ----------  ----------  ---------- 
 Net cash (outflow)/inflow from investing 
  activities                                      (94)         (3)         964 
------------------------------------------  ----------  ----------  ---------- 
 Financing activities 
 Proceeds from issue of ordinary share 
  capital                                            -           -       1,665 
 Proceeds from issue of long-term debt             497           -         729 
 Repayment of long-term debt                     (500)       (128)       (123) 
 Finance costs                                    (69)        (63)       (126) 
 STICS interest                                   (24)        (25)        (31) 
 Net movement in other borrowings, net of 
  expenses                                         (4)          47          15 
 Dividends paid to equity holders of the 
  parent                                         (350)        (65)        (65) 
 Dividends paid to non-controlling 
  interests                                          -         (7)         (7) 
------------------------------------------  ----------  ----------  ---------- 
 Net cash (outflow)/inflow from financing 
  activities                                     (450)       (241)       2,057 
------------------------------------------  ----------  ----------  ---------- 
 (Decrease)/increase in cash and cash 
  equivalents                                    (584)        (37)       4,039 
------------------------------------------  ----------  ----------  ---------- 
 Balance at beginning of period                  9,057       5,073       5,073 
 Exchange adjustments on the translation 
  of foreign 
 operations                                         59        (81)        (55) 
------------------------------------------  ----------  ----------  ---------- 
 Balance at end of period                        8,532       4,955       9,057 
------------------------------------------  ----------  ----------  ---------- 
 

Notes to the condensed consolidated financial statements

1. Basis of preparation

The financial statements of the Company as at and for the half year ended 30 June 2011 comprise the condensed consolidated financial statements of the Company and its subsidiaries ("the Group") and the Group's interests in associates and jointly controlled entities.

On 31 January 2011, the Group through its subsidiary, FPLP, acquired all of the share capital of BHA. The consolidated income statement therefore includes the result of this business from that date.

Under the terms of the acquisition of the AXA UK Life Business it was agreed that certain portfolios owned by the Group as a result of the acquisition are to be transferred back to AXA UK. In particular, it is intended that the assets and liabilities of two portfolios of insurance contracts, the GOF and TIP business, will be transferred under the provisions of Part VII of the Financial Services and Markets Act 2000 back to AXA UK and they are therefore classified as held for sale assets and liabilities.

Insurance payables, other payables and deferred income includes a liability for an amount of GBP34 million payable from the Company to AXA UK on completion of the Part VII transfer of the GOF and TIP portfolios of insurance business. The amount is part of the wrong-pocket adjustment which will be made from the Company to AXA UK to reflect the surpluses which have arisen in WLUK and FLC respectively in respect of the businesses which will be transferred during the second half of 2011. The GBP34m is calculated by reference to the expected cash surplus arising on the GOF and TIP portfolios in the period since the acquisition of the AXA UK Life Business by the Group.

WLUK is still legally owned by AXA UK and control is expected to pass to the Company in the second half of 2011. This is conditional upon a transfer under Part VII of the Financial Services and Markets Act 2000 of AXA retained business out of WLUK and FSA approval of change of control being received. The results and net assets of WLUK have therefore not been included in these financial statements.

The June 2010 comparatives do not include either the acquired AXA UK Life Business or BHA as they had not been acquired at the time.

The annual financial statements of the group are prepared in accordance with IFRS as adopted by the EU. The condensed consolidated interim financial statements as at and for the half year ended 30 June 2011 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority, with IAS 34: Interim Financial Reporting as adopted by the EU and with accounting policies adopted in respect of the financial statements for the year ended 31 December 2010, as updated by changes that are intended to be made in the full year 2011 financial statements as a result of changes to IFRS. The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 435 of the companies Act 2006.

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The presentation currency of the Group is Sterling. Unless otherwise stated the amounts shown in these financial statements are in millions of pounds Sterling (GBP million).

During the period certain subsidiary companies, FLC and the acquired BHA business, revised their reserving methodology by allowing for negative reserves on protection business as allowed for in PS06/14.

This has been treated as a change in estimates under IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors in line with the accepted approach taken by the UK industry on adoption of PS06/14.

The impact of this methodology changes was as follows:

-- a reduction in policyholder liabilities of GBP243 million and a write-off of DAC on protection business of GBP22 million in the AXA UK Life Business resulting in a one-off benefit to operating profit of GBP221 million;

-- an acceleration of AVIF amortisation of GBP130 million in the AXA UK Life Business and an AVIF impairment of GBP71 million in the acquired BHA business resulting in a one-off adverse impact on non-operating profit of GBP201 million; and

-- a reduction in the emerging surplus and new business strain of GBP15 million.

The net impact on profit before tax was GBP5 million.

The International Accounting Standards Board ("IASB") issued the following changes to existing standards and interpretations which are effective for reporting periods beginning on or after 1 January 2011:

IFRS 7: Financial Instruments: Disclosures. This amendment enhances the requirements for credit risk disclosures;

IAS 1: Presentation of Financial Statements. This amendment is presentational in nature and does not have an impact on the Group as the existing presentation complies with the standard;

IAS 24: Related Party Disclosures. This revision to IAS 24 clarifies the definition of a related party. It does not have a material impact on the Group; and

IAS 34: Interim Financial Reporting. This amendment reinforces the principles in IAS 34 with which the Group already complies;

The IASB issued the following new interpretation which is effective for reporting periods beginning on or after 1 July 2010:

IFRIC 19: Extinguishing Financial Liabilities with Equity Instruments. This interpretation does not have a material impact on the Group.

The IASB issued the following changes to existing standards that are effective for future reporting periods, but where early adoption is permitted. The Group has not adopted them for half year reporting since they have not yet been endorsed by the EU. The impact on the Group is being assessed.

IFRS 7: Financial Instruments: Disclosures. This amendment enhances disclosures about the risks arriving from derecognised assets. Effective for reporting periods beginning on or after 1 July 2011.

IAS 12: Income Taxes. This amendment, in relation to deferred tax, effective for reporting periods beginning on or after 1 January 2012, will not have material impact on the Group.

IAS 1: Presentation of Financial Statements. The amendment requires companies to group together items within Other Comprehensive Income that may be reclassified to the profit or loss section of the income statement. The amendment is effective for reporting periods beginning on or after 1 July 2012.

The IASB has issued the following new standards which are effective for reporting periods beginning on or after 1 January 2013. These have not been endorsed by the EU and have not been adopted for half year reporting. The impact on the Group is being assessed.

IFRS 10: Consolidated Financial Statements provides a single consolidation model that identifies control as the basis for consolidation for all types of entities;

IFRS 11: Joint Arrangements establishes principles for financial reporting by parties to a joint arrangement;

IFRS 12: Disclosure of Interests in Other Entities combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities; and

IFRS 13: Fair Value Measurement defines fair value and sets out in a single IFRS a framework for measuring fair value.

2. Segmental information

(a) Summary

Segmental information is presented on the same basis as internal financial information used by the Group to evaluate operating performance. Segmental information relating to revenue, net income, products and services for the half year ended 30 June 2011 includes BHA from 31 January 2011. The segmental information for the year ended 31 December 2010 includes 12 months for the acquired Friends Provident Business and four months for the acquired AXA UK Life Business. The half year 2010 segmental information includes six months of Friends Provident only.

The Group's management and internal reporting structure is based on the following operating segments which all meet the definition of a reportable segment under IFRS 8: Operating Segments:

-- UK - comprising Friends Provident UK life and pensions business, the acquired AXA UK Life Business, BHA, Sesame Bankhall and, for the period prior to 19 March 2010 when it was disposed, Pantheon Financial Limited;

-- International - comprising FPIL, the overseas life assurance business within the UK life and pensions subsidiaries and the Group's share of AmLife; and

-- Lombard.

Corporate functions are not strictly an operating segment, but are reported to management, and are provided in the analysis below to reconcile the Group's reportable segments to total profit.

(b) Operating segment information

(i) Operating profit

For the half year ended 30 June 2011

 
                                      UK   Int'l   Lombard   Corporate   Total 
                                    GBPm    GBPm      GBPm        GBPm    GBPm 
---------------------------------  -----  ------  --------  ----------  ------ 
 Life and pensions operating 
  profit                             370      43        23           -     436 
 Longer-term return on 
 shareholder 
 funds                                 4       -       (1)        (17)    (14) 
 Other income and charges              -       1         -         (3)     (2) 
 Development costs                  (10)     (3)       (1)           -    (14) 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit/(loss) 
  before 
 tax                                 364      41        21        (20)     406 
 Tax on operating profit                                                  (57) 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit after tax 
 attributable to ordinary 
 shareholders of the parent                                                349 
---------------------------------  -----  ------  --------  ----------  ------ 
 

For the half year ended 30 June 2010

 
                                      UK   Int'l   Lombard   Corporate   Total 
                                    GBPm    GBPm      GBPm        GBPm    GBPm 
---------------------------------  -----  ------  --------  ----------  ------ 
 Life and pensions operating 
  profit                              91      49        15           -     155 
 Longer-term return on 
 shareholder 
 funds                                14       1       (1)           1      15 
 Other income and charges              2     (1)         -         (1)       - 
 Development costs                   (8)     (2)       (1)           -    (11) 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit before 
  tax                                 99      47        13           -     159 
 Tax on operating profit                                                  (25) 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit after tax 
 attributable to ordinary 
 shareholders of the parent                                                134 
---------------------------------  -----  ------  --------  ----------  ------ 
 

For the year ended 31 December 2010

 
                                      UK   Int'l   Lombard   Corporate   Total 
                                    GBPm    GBPm      GBPm        GBPm    GBPm 
---------------------------------  -----  ------  --------  ----------  ------ 
 Life and pensions operating 
  profit                             176      94        38           -     308 
 Longer-term return on 
 shareholder 
 funds                                30       1       (4)        (14)      13 
 Other income and charges              2       6         -        (11)     (3) 
 Development costs                  (21)     (6)       (1)           -    (28) 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit/(loss) 
  before tax                         187      95        33        (25)     290 
 Tax on operating profit                                                    16 
---------------------------------  -----  ------  --------  ----------  ------ 
 Operating profit after tax 
 attributable to ordinary 
 shareholders of the parent                                                306 
---------------------------------  -----  ------  --------  ----------  ------ 
 

(ii) Reconciliation of operating profit before tax to profit before tax from continuing operations

For the half year ended 30 June 2011

 
                                   UK   Int'l   Lombard   Corporate   Total 
                                 GBPm    GBPm      GBPm        GBPm    GBPm 
-----------------------------  ------  ------  --------  ----------  ------ 
 Operating profit/(loss) 
  before 
 tax                              364      41        21        (20)     406 
 Non-recurring items (i)         (12)       -         -           -    (12) 
 Amortisation and impairment 
  of 
 acquired present value 
  of in-force 
 business                       (353)    (67)      (33)           -   (453) 
 Amortisation of other 
  acquired 
 intangible assets               (22)     (4)      (15)           -    (41) 
 Interest payable on STICS         16       -         -           -      16 
 Short-term fluctuations 
  in 
 investment return                  3     (1)         -         (4)     (2) 
-----------------------------  ------  ------  --------  ----------  ------ 
 Loss before tax excluding 
 profit generated within 
 policyholder funds               (4)    (31)      (27)        (24)    (86) 
 Policyholder tax                 165       -         -           -     165 
 Profit/(loss) before tax 
 from continuing operations       161    (31)      (27)        (24)      79 
-----------------------------  ------  ------  --------  ----------  ------ 
 

(i) UK non-recurring items include GBP68 million (GBP67 million net of stamp duty expenses) in respect of the gain on acquisition of BHA. Further details are set out in Note 9. This is offset by GBP80 million of non-recurring costs comprising GBP41 million of separation and integration costs in respect of the acquired BHA and AXA UK Life Business, GBP24 million in respect of Solvency II and finance system developments and GBP15 million of other costs.

For the half year ended 30 June 2010

 
                                  UK   Int'l   Lombard   Corporate   Total 
                                GBPm    GBPm      GBPm        GBPm    GBPm 
-----------------------------  -----  ------  --------  ----------  ------ 
 Operating profit before 
  tax                             99      47        13           -     159 
 Non-recurring items (i)        (73)     (6)         -          76     (3) 
 Amortisation of acquired 
  present 
 value of in-force business     (44)    (62)      (36)           -   (142) 
 Amortisation of intangible 
  assets                        (11)     (3)      (11)           -    (25) 
 Interest payable on STICS        16       -         -           -      16 
 Short-term fluctuations 
  in 
 investment return                71       -         2         (9)      64 
-----------------------------  -----  ------  --------  ----------  ------ 
 Profit/(loss) before tax 
 excluding profit generated 
 within policyholder funds        58    (24)      (32)          67      69 
 Policyholder tax                 61       -         -           -      61 
 Returns on Group-controlled 
 funds attributable to 
  third 
 parties                          23       -         -           -      23 
-----------------------------  -----  ------  --------  ----------  ------ 
 Profit/(loss) before tax 
 from continuing operations      142    (24)      (32)          67     153 
-----------------------------  -----  ------  --------  ----------  ------ 
 

(i) Non-recurring items comprise of GBP3 million of UK project costs. They also include GBP76 million which comprises of a management recharge to the life companies for pension scheme contributions. The net impact of the recharge for the Group is GBPnil.

For the year ended 31 December 2010

 
                                   UK   Int'l   Lombard   Corporate   Total 
                                 GBPm    GBPm      GBPm        GBPm    GBPm 
-----------------------------  ------  ------  --------  ----------  ------ 
 Operating profit/(loss) 
  before 
 tax                              187      95        33        (25)     290 
 Non-recurring items (i)        (121)     (6)         -         928     801 
 Amortisation of acquired 
  present 
 value of in-force business     (169)   (123)      (72)           -   (364) 
 Amortisation of intangible 
  assets                         (27)     (8)      (28)         (1)    (64) 
 Interest payable on STICS         31       -         -           -      31 
 Short-term fluctuations 
  in 
 investment return                 28       2         1         (7)      24 
-----------------------------  ------  ------  --------  ----------  ------ 
 (Loss)/profit before tax 
  excluding 
 profit generated within 
 policyholder funds              (71)    (40)      (66)         895     718 
 Policyholder tax                 244       -         -           -     244 
 Returns on Group-controlled 
 funds attributable to 
  third 
 parties                           23       -         -           -      23 
-----------------------------  ------  ------  --------  ----------  ------ 
 Profit/(loss) before tax 
 from continuing operations       196    (40)      (66)         895     985 
-----------------------------  ------  ------  --------  ----------  ------ 
 

(i) Corporate items include GBP883 million (GBP869 million net of stamp duty expenses) in respect of the gain on acquisition of the AXA UK Life Business.

A further GBP68 million of non-recurring costs comprises GBP34 million of separation and integration costs in respect of the acquired AXA UK Life Business, GBP23 million in respect of Solvency II and finance system developments and GBP11 million of other costs. Segment results also include GBP76 million of non-recurring items which comprises of a management recharge to the life companies for pension scheme contributions. The net impact of the recharge for the Group is GBPnil.

(iii) Revenue and expenses

For the year ended 30 June 2011

 
                                                           Elimination 
                                                             of inter- 
                                                               segment 
                                                               amounts 
                        UK   Int'l   Lombard   Corporate          (ii)     Total 
                      GBPm    GBPm      GBPm        GBPm          GBPm      GBPm 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Gross earned 
 premiums 
 on insurance 
 and 
 investment 
  contracts          2,604     545       969           -             -     4,118 
 Investment 
 contract 
 premiums (i)      (1,540)   (540)     (969)           -             -   (3,049) 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Gross earned 
  premiums           1,064       5         -           -             -     1,069 
 Premiums ceded 
 to 
 reinsurers          (296)       1         -           -           (1)     (296) 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Net earned 
  premiums             768       6         -           -           (1)       773 
 Fee and 
  commission 
  income               273      80        57           -             -       410 
 Investment 
  return             2,792    (76)     (140)          21          (18)     2,579 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Total revenue       3,833      10      (83)          21          (19)     3,762 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Inter-segment 
  revenue                1       1         -          17          (19)         - 
 Total external 
  revenue            3,832       9      (83)           4             -     3,762 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Other income 
  (iii)                 78       -         -           -             -        78 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Net claims and 
 benefits 
 paid                1,504       2         -           -             -     1,506 
 Movement in 
 insurance 
 and investment 
 contracts 
  liabilities        1,123    (80)     (184)           -             -       859 
 Transfer to 
 unallocated 
 surplus                47       2         -           -             -        49 
 Movement in net 
 assets 
 attributable to 
 unit-holders           30       -         -           -             -        30 
 Acquisition 
  expenses             257      20        23           -             -       300 
 Administrative 
 and other 
 expenses              741      95       104           1           (1)       940 
 Finance costs          48       3         1          44          (18)        78 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Total claims, 
 benefits 
 and expenses        3,750      42      (56)          45          (19)     3,762 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Inter-segment 
  expenses              17       1         -           1          (19)         - 
 Total external 
 claims, 
 benefits and 
  expenses           3,733      41      (56)          44             -     3,762 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Share of 
 profits of 
 associate 
 and joint 
  venture                -       1         -           -             -         1 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Profit/(loss) 
 before tax 
 from continuing 
 operations            161    (31)      (27)        (24)             -        79 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Policyholder 
  tax                (165)       -         -           -             -     (165) 
 Shareholder tax       137       1         9           -             -       147 
----------------  --------  ------  --------  ----------  ------------  -------- 
 Segmental 
 result after 
 Tax                   133    (30)      (18)        (24)             -        61 
----------------  --------  ------  --------  ----------  ------------  -------- 
 

(i) Accounted for as deposits under IFRS.

(ii) Eliminations include inter-segment premiums and loan interest. Inter-segment transactions are undertaken on an arm's-length basis.

(iii) Includes gain on acquisition of BHA of GBP68 million.

For the half year ended 30 June 2010

 
                                                         Elimination 
                                                           of inter- 
                                                             segment 
                                                             amounts 
                      UK   Int'l   Lombard   Corporate          (ii)     Total 
                    GBPm    GBPm      GBPm        GBPm          GBPm      GBPm 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Gross earned 
 premiums 
 on insurance 
 and 
 investment 
  contracts        1,354     495     1,347           -             -     3,196 
 Investment 
 contract 
 premiums (i)      (934)   (489)   (1,347)           -             -   (2,770) 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Gross earned 
  premiums           420       6         -           -             -       426 
 Premiums ceded 
 to 
 reinsurers         (49)       -         -           -           (1)      (50) 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Net earned 
  premiums           371       6         -           -           (1)       376 
 Fee and 
  commission 
  income             173     105        46           -           (1)       323 
 Investment 
  return             760     135       290          10          (13)     1,182 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Total revenue     1,304     246       336          10          (15)     1,881 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Inter-segment 
  revenue              4       -         4           7          (15)         - 
 Total external 
  revenue          1,300     246       332           3             -     1,881 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Net claims and 
 benefits 
 paid                586       2         -           -             -       588 
 Movement in 
 insurance 
 and investment 
 contracts 
  liabilities        135     173       251           -             -       559 
 Transfer to 
 unallocated 
 surplus               1       -         -           -             -         1 
 Movement in net 
 assets 
 attributable to 
 unit-holders        (2)       -         -           -             -       (2) 
 Acquisition 
  expenses           145       5        16           -             -       166 
 Administrative 
 and other 
 expenses            241      87       100        (72)           (7)       349 
 Finance costs        56       2         1          15           (8)        66 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Total claims, 
 benefits 
 and expenses      1,162     269       368        (57)          (15)     1,727 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Inter-segment 
  expenses             9       -         1           5          (15)         - 
 Total external 
 claims, 
 benefits and 
  expenses         1,153     269       367        (62)             -     1,727 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Share of losses 
 of associate 
 and joint 
  venture              -     (1)         -           -             -       (1) 
 Profit/(loss) 
 before tax 
 from continuing 
 operations          142    (24)      (32)          67             -       153 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Policyholder 
  tax               (61)       -         -           -             -      (61) 
 Shareholder tax       3       3        12        (24)             -       (6) 
----------------  ------  ------  --------  ----------  ------------  -------- 
 Segmental 
 result after 
 Tax                  84    (21)      (20)          43             -        86 
----------------  ------  ------  --------  ----------  ------------  -------- 
 

(i) Accounted for as deposits under IFRS.

(ii) Eliminations include inter-segment fee income and loan interest. Inter-segment transactions are undertaken on an arm's-length basis.

For the year ended 31 December 2010

 
                                                             Elimination 
                                                               of inter- 
                                                                 segment 
                                                                 amounts 
                        UK     Int'l   Lombard   Corporate          (ii)     Total 
                      GBPm      GBPm      GBPm        GBPm          GBPm      GBPm 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Gross earned 
 premiums 
 on insurance 
 and 
 investment 
  contracts          3,457     1,063     3,021           -             -     7,541 
 Investment 
 contract 
 premiums (i)      (2,181)   (1,051)   (3,021)           -             -   (6,253) 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Gross earned 
  premiums           1,276        12         -           -             -     1,288 
 Premiums ceded 
 to 
 reinsurers          (240)       (1)         -           -             -     (241) 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Net earned 
  premiums           1,036        11         -           -             -     1,047 
 Fee and 
  commission 
  income               373       266       111           1             -       751 
 Investment 
  return             6,477       569     1,374          22          (18)     8,424 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Total revenue       7,886       846     1,485          23          (18)    10,222 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Inter-segment 
  revenue                3         1         -          14          (18)         - 
 Total external 
  revenue            7,883       845     1,485           9             -    10,222 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Other income 
  (iii)                  8         -         -         883             -       891 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Net claims and 
 benefits 
 paid                1,678         4         -           -             -     1,682 
 Movement in 
 insurance 
 and investment 
 contracts 
 liabilities         4,768       694     1,292           -             -     6,754 
 Transfer to 
 unallocated 
 surplus                 2         2         -           -             -         4 
 Movement in net 
 assets 
 attributable to 
 unit-holders          139         -         -           -             -       139 
 Acquisition 
  expenses             329        15        48           -             -       392 
 Administrative 
 and other 
 expenses              669       169       208        (18)             -     1,028 
 Finance costs         109         6         3          29          (18)       129 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Total claims, 
 benefits 
 and expenses        7,694       890     1,551          11          (18)    10,128 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Inter-segment 
  expenses               3         1         -          14          (18)         - 
 Total external 
 claims, 
 benefits and 
  expenses           7,691       889     1,551         (3)             -    10,128 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Share of 
 profits of 
 associate 
 and joint 
  venture              (4)         4         -           -             -         - 
 Profit/(loss) 
 before tax 
 from continuing 
 operations            196      (40)      (66)         895             -       985 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Policyholder 
  tax                (244)         -         -           -             -     (244) 
 Shareholder tax        98         7        21        (19)             -       107 
----------------  --------  --------  --------  ----------  ------------  -------- 
 Segmental 
 result after 
 Tax                    50      (33)      (45)         876             -       848 
----------------  --------  --------  --------  ----------  ------------  -------- 
 

(i) Accounted for as deposits under IFRS.

(ii) Eliminations include inter-segment loan interest. Inter-segment transactions are undertaken on an arm's-length basis.

(iii) Includes gain on acquisition of the AXA UK Life Business of GBP883 million.

(iv) Products and Services

For the Half year ended 30 June 2011

 
                                                     Individual      Group   Other   Total 
               Protection   Investment   Annuities     Pensions   Pensions     (i) 
                     GBPm         GBPm        GBPm         GBPm       GBPm    GBPm    GBPm 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Gross 
  earned 
  premiums            568          260         197           36          8       -   1,069 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Net earned 
  premiums            455          259          16           35          8       -     773 
 Fee and 
 commission 
 Income                 -          178           -          130         10      92     410 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Total 
  external 
  revenue             455          437          16          165         18      92   1,183 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 

For the Half year ended 30 June 2010

 
                                                     Individual      Group   Other   Total 
               Protection   Investment   Annuities     Pensions   Pensions     (i) 
                     GBPm         GBPm        GBPm         GBPm       GBPm    GBPm    GBPm 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Gross 
  earned 
  premiums            165           95         156            5          5       -     426 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Net earned 
  premiums            117           94         156            5          5     (1)     376 
 Fee and 
 commission 
 Income                 -          167           -           20         40      96     323 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Total 
  external 
  revenue             117          261         156           25         45      95     699 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 

For the Year ended 31 December 2010

 
                                                     Individual      Group   Other   Total 
               Protection   Investment   Annuities     Pensions   Pensions     (i) 
                     GBPm         GBPm        GBPm         GBPm       GBPm    GBPm    GBPm 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Gross 
  earned 
  premiums            598          312         327           42          9       -   1,288 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Net earned 
  premiums            480          310         207           41          9       -   1,047 
 Fee and 
 commission 
 Income               (3)          423           -          145          6     180     751 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 Total 
  external 
  revenue             477          733         207          186         15     180   1,798 
------------  -----------  -----------  ----------  -----------  ---------  ------  ------ 
 

(i) Other includes revenue streams from Sesame Bankhall and Pantheon (for the period prior to its disposal on 19 March 2010).

(v) Assets and liabilities

At 30 June 2011

 
                                                         Elimination 
                                                           of inter- 
                                                             segment 
                                                             amounts 
                      UK   Int'l   Lombard   Corporate           (i)     Total 
                    GBPm    GBPm      GBPm        GBPm          GBPm      GBPm 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Segment assets   96,419   7,341    19,072       1,601         (943)   123,490 
 Investment in 
 associate 
 and joint 
  venture              5      28         -           -             -        33 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Total assets     96,424   7,369    19,072       1,601         (943)   123,523 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Total 
  liabilities     91,652   7,007    18,611         956         (943)   117,283 
---------------  -------  ------  --------  ----------  ------------  -------- 
 

At 30 June 2010

 
                                                          Elimination 
                                                            of inter- 
                                                              segment 
                                                              amounts 
                       UK   Int'l   Lombard   Corporate           (i)    Total 
                     GBPm    GBPm      GBPm        GBPm          GBPm     GBPm 
----------------  -------  ------  --------  ----------  ------------  ------- 
 Segment assets    38,641   6,167    15,627         671         (411)   60,695 
 Investment in 
 associate 
 and joint 
  venture               8      25         -           -             -       33 
----------------  -------  ------  --------  ----------  ------------  ------- 
 Total assets      38,649   6,192    15,627         671         (411)   60,728 
----------------  -------  ------  --------  ----------  ------------  ------- 
 Total 
  liabilities      36,412   5,723    15,183         262         (411)   57,169 
----------------  -------  ------  --------  ----------  ------------  ------- 
 

At 31 December 2010

 
                                                         Elimination 
                                                           of inter- 
                                                             segment 
                                                             amounts 
                      UK   Int'l   Lombard   Corporate           (i)     Total 
                    GBPm    GBPm      GBPm        GBPm          GBPm      GBPm 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Segment assets   96,551   7,184    17,930       1,325         (868)   122,122 
 Investment in 
 associate 
 and joint 
  venture              5      27         -           -             -        32 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Total assets     96,556   7,211    17,930       1,325         (868)   122,154 
---------------  -------  ------  --------  ----------  ------------  -------- 
 Total 
  liabilities     91,237   6,814    17,487         936         (868)   115,606 
---------------  -------  ------  --------  ----------  ------------  -------- 
 

(i) Eliminations mainly comprise intercompany loans.

(c) Geographical segmental information

In presenting geographical segmental information, segment revenue is based on the geographical location of customers. The Group has defined two geographical areas: UK and the rest of the world. BHA is reported as UK, as its customers are located in the UK.

For the half year ended 30 June 2011

 
                                              Rest of 
                                       UK   the world   Total 
                                     GBPm        GBPm    GBPm 
---------------------------------  ------  ----------  ------ 
 Gross earned premiums              1,063           6   1,069 
 Fee and commission income            282         128     410 
---------------------------------  ------  ----------  ------ 
 Revenue from external customers    1,345         134   1,479 
 Investment return                                      2,579 
 Premiums ceded to reinsurers                           (296) 
---------------------------------  ------  ----------  ------ 
 Total revenue                                          3,762 
---------------------------------  ------  ----------  ------ 
 

For the half year ended 30 June 2010

 
                                             Rest of 
                                      UK   the world   Total 
                                    GBPm        GBPm    GBPm 
---------------------------------  -----  ----------  ------ 
 Gross earned premiums               420           6     426 
 Fee and commission income           186         137     323 
---------------------------------  -----  ----------  ------ 
 Revenue from external customers     606         143     749 
 Investment return                                     1,182 
 Premiums ceded to reinsurers                           (50) 
---------------------------------  -----  ----------  ------ 
 Total revenue                                         1,881 
---------------------------------  -----  ----------  ------ 
 

For the Year ended 31 December 2010

 
                                              Rest of 
                                       UK   the world    Total 
                                     GBPm        GBPm     GBPm 
---------------------------------  ------  ----------  ------- 
 Gross earned premiums              1,276          12    1,288 
 Fee and commission income            398         353      751 
---------------------------------  ------  ----------  ------- 
 Revenue from external customers    1,674         365    2,039 
 Investment return                                       8,424 
 Premiums ceded to reinsurers                            (241) 
---------------------------------  ------  ----------  ------- 
 Total revenue                                          10,222 
---------------------------------  ------  ----------  ------- 
 

3. Appropriations of profit

(a) Dividends paid on ordinary shares

Dividends paid during the period and recognised in reserves:

 
                                               2011        2010        2010 
                                          Half year   Half year   Full year 
                                               GBPm        GBPm        GBPm 
---------------------------------------  ----------  ----------  ---------- 
 Dividend in respect of the year ended 
  31 
 December 2010 (2009) paid in 2011 
  (2010)                                        350          65          65 
---------------------------------------  ----------  ----------  ---------- 
 

The distributable reserves of the Company at 30 June 2011 are GBP3,514 million (30 June 2010: GBP1,377 million, 31 December 2010: GBP3,478 million).

(b) STICS interest

The STICS are accounted for as equity instruments under IFRS and consequently the interest on the STICS is recorded in the financial statements as though it were a dividend.

Interest on the 2003 STICS is paid in equal instalments in May and November each year at a rate of 6.875%. During the period ended 30 June 2011, interest of GBP7 million (30 June 2010: GBP7 million, 31 December 2010: GBP14 million) was paid to the 2003 STICS holders.

Interest on the 2005 STICS is paid annually in June at a rate of 6.292%. During the period ended 30 June 2011, interest of GBP17 million (30 June 2010: GBP17 million, 31 December 2010: GBP17 million) was paid to the 2005 STICS holders.

4. Taxation

(a) Tax charged to the income statement

 
                                                 2011        2010        2010 
                                            Half year   Half year   Full year 
                                                 GBPm        GBPm        GBPm 
-----------------------------------------  ----------  ----------  ---------- 
 Current tax 
 UK corporation tax at 26.5% (2010: 
  28%)                                             45          44          16 
 Adjustments in respect of prior periods          (6)         (5)        (15) 
 Overseas taxation                                 11           4           7 
-----------------------------------------  ----------  ----------  ---------- 
 Total current tax charge                          50          43           8 
-----------------------------------------  ----------  ----------  ---------- 
 Deferred tax 
 Origination and reversal of temporary 
  differences                                    (32)          27         121 
 Adjustments in respect of prior periods            -         (3)           8 
-----------------------------------------  ----------  ----------  ---------- 
 Total deferred tax (credit)/charge              (32)          24         129 
-----------------------------------------  ----------  ----------  ---------- 
 Total tax charge                                  18          67         137 
-----------------------------------------  ----------  ----------  ---------- 
 Analysed as: 
 Policyholder tax                                 165          61         244 
 Shareholder tax                                (147)           6       (107) 
-----------------------------------------  ----------  ----------  ---------- 
 Total tax charge                                  18          67         137 
-----------------------------------------  ----------  ----------  ---------- 
 

Policyholder tax is tax on the income and investment returns charged to policyholders of linked and with-profits funds. Shareholder tax is tax charged to shareholders on the profits of the Group.

(b) Factors affecting tax charge for period

 
                                                2011        2010        2010 
                                           Half year   Half year   Full year 
                                                GBPm        GBPm        GBPm 
----------------------------------------  ----------  ----------  ---------- 
 Profit before tax from continuing 
  operations                                      79         153         985 
----------------------------------------  ----------  ----------  ---------- 
 Profit before tax from continuing 
  operations 
 multiplied by the standard rate of 
  corporation 
 tax in the UK of 26.5% (2010: 28%)               21          43         275 
 Effects of: 
 Non-taxable income                            (147)        (36)       (115) 
 Deductions not allowable for tax 
  purposes                                         3           2          46 
 Tax on reserving adjustments                     31           -           7 
 Overseas tax                                    (1)           -           - 
 Valuation of excess expenses                     12         (6)         (8) 
 Valuation of tax losses                        (16)          12        (42) 
 Valuation of unrealised capital losses          (1)           6           - 
 With-profits minority interest (i)                -         (7)         (8) 
 Adjustments in respect of prior periods         (1)         (8)         (7) 
 Non taxable gain on acquisition                (18)           -       (247) 
 Reduction in corporation tax rate 
  to 26% 
 (2010: 27%)                                    (30)           -         (8) 
 Policyholder tax                                165          61         244 
----------------------------------------  ----------  ----------  ---------- 
 Total tax charge                                 18          67         137 
----------------------------------------  ----------  ----------  ---------- 
 

(i) This relates to tax on F&C CPT prior to deconsolidation.

5. Intangible assets

Movements in intangible assets are as follows:

For the half year ended 30 June 2011

 
                                 Goodwill    AVIF   Other   Total 
                                     GBPm    GBPm    GBPm    GBPm 
------------------------------  ---------  ------  ------  ------ 
 Cost 
------------------------------  ---------  ------  ------  ------ 
 At 1 January 2011                     13   5,107     515   5,635 
 Acquisition of BHA                     -     172       8     180 
 Other additions                        -       -       2       2 
 Foreign exchange adjustments           1      33       9      43 
------------------------------  ---------  ------  ------  ------ 
 At 30 June 2011                       14   5,312     534   5,860 
------------------------------  ---------  ------  ------  ------ 
 
 Amortisation and impairment 
------------------------------  ---------  ------  ------  ------ 
 At 1 January 2011                      -     422      73     495 
 Amortisation charge for the 
  period                                -     382      41     423 
 Impairment charge                      -      71       -      71 
 Foreign exchange adjustments           -     (2)       3       1 
------------------------------  ---------  ------  ------  ------ 
 At 30 June 2011                        -     873     117     990 
------------------------------  ---------  ------  ------  ------ 
 
 Carrying amounts at 30 June 
  2011                                 14   4,439     417   4,870 
------------------------------  ---------  ------  ------  ------ 
 

For the half year ended 30 June 2010

 
                                 Goodwill    AVIF   Other   Total 
                                     GBPm    GBPm    GBPm    GBPm 
------------------------------  ---------  ------  ------  ------ 
 Cost 
------------------------------  ---------  ------  ------  ------ 
 At 1 January 2010                     13   2,938     369   3,320 
 Other additions                        -       -       2       2 
 Foreign exchange adjustments         (1)    (50)    (12)    (63) 
------------------------------  ---------  ------  ------  ------ 
 At 30 June 2010                       12   2,888     359   3,259 
------------------------------  ---------  ------  ------  ------ 
 
 Amortisation 
------------------------------  ---------  ------  ------  ------ 
 At 1 January 2010                      -      59      10      69 
 Amortisation charge for the 
  period                                -     142      25     167 
 Foreign exchange adjustments           -     (3)       5       2 
------------------------------  ---------  ------  ------  ------ 
 At 30 June 2010                        -     198      40     238 
------------------------------  ---------  ------  ------  ------ 
 
 Carrying amounts at 30 June 
  2010                                 12   2,690     319   3,021 
------------------------------  ---------  ------  ------  ------ 
 

For the year ended 31 December 2010

 
                                   Goodwill    AVIF   Other   Total 
                                       GBPm    GBPm    GBPm    GBPm 
--------------------------------  ---------  ------  ------  ------ 
 Cost 
--------------------------------  ---------  ------  ------  ------ 
 At 1 January 2010                       13   2,938     369   3,320 
 Acquisition of AXA UK Life 
  Business                                -   2,192     150   2,342 
 Other additions                          -       -       4       4 
 Foreign exchange adjustments             -    (23)     (8)    (31) 
--------------------------------  ---------  ------  ------  ------ 
 At 31 December 2010                     13   5,107     515   5,635 
--------------------------------  ---------  ------  ------  ------ 
 
 Amortisation 
--------------------------------  ---------  ------  ------  ------ 
 At 1 January 2010                        -      59      10      69 
 Amortisation charge for the 
  period                                  -     364      64     428 
 Foreign exchange adjustments             -     (1)     (1)     (2) 
--------------------------------  ---------  ------  ------  ------ 
 At 31 December 2010                      -     422      73     495 
--------------------------------  ---------  ------  ------  ------ 
 
 Carrying amounts at 31 December 
 2010                                    13   4,685     442   5,140 
--------------------------------  ---------  ------  ------  ------ 
 

An analysis of intangible assets by significant cash generating unit ("CGU") is set out below:

 
                                                                    Net 
                                                                   book 
                               Cost   Impairment   Amortisation   value 
 30 June 2011                  GBPm         GBPm           GBPm    GBPm 
---------------------------  ------  -----------  -------------  ------ 
 UK - Friends Provident 
  (life 
 and pensions including 
 Sesame Bankhall)             1,457            -          (195)   1,262 
 UK - AXA UK Life Business    2,342            -          (328)   2,014 
 UK - BHA                       180         (71)            (9)     100 
 International (including 
  FPI 
 and AmLife Berhad)           1,059            -          (204)     855 
 Lombard                        822            -          (183)     639 
---------------------------  ------  -----------  -------------  ------ 
 Total                        5,860         (71)          (919)   4,870 
---------------------------  ------  -----------  -------------  ------ 
 
 
                                                            Net book 
                                      Cost   Amortisation      value 
 30 June 2010                         GBPm           GBPm       GBPm 
----------------------------------  ------  -------------  --------- 
 UK - Friends Provident (life and 
  pensions 
 including Sesame Bankhall)          1,457           (86)      1,371 
 International (including FPI and 
  AmLife 
 Berhad)                             1,056           (76)        980 
 Lombard                               746           (76)        670 
----------------------------------  ------  -------------  --------- 
 Total                               3,259          (238)      3,021 
----------------------------------  ------  -------------  --------- 
 
 
                                                            Net book 
                                      Cost   Amortisation      value 
 31 December 2010                     GBPm           GBPm       GBPm 
----------------------------------  ------  -------------  --------- 
 UK - Friends Provident (life and 
  pensions 
 including Sesame Bankhall)          1,457          (142)      1,315 
 UK - AXA UK Life Business           2,342           (86)      2,256 
 International (including FPI and 
  AmLife 
 Berhad)                             1,057          (141)        916 
 Lombard                               779          (126)        653 
----------------------------------  ------  -------------  --------- 
 Total                               5,635          (495)      5,140 
----------------------------------  ------  -------------  --------- 
 

Impairment

All identifiable intangible assets are reviewed at each reporting date, or where impairment indicators are present, to assess whether there are any circumstances that might indicate that they are impaired. If such circumstances exist, impairment testing is performed and any resulting impairment losses are charged to the income statement. As at 30 June 2011, based on an impairment review of each of the CGUs, the Directors are satisfied that none of the Group's intangible assets are impaired except as stated below.

Impact of negative reserves

As explained in Note 1, the benefit of negative reserving has been offset by an acceleration of AVIF amortisation of GBP130 million in the UK - AXA UK Life business CGU and by an impairment charge against AVIF of GBP71 million in the acquired BHA CGU. This is included within administrative and other expenses in the condensed consolidated income statement.

The impairment arose from the implementation of negative reserves which resulted in an earlier recognition of surplus and the recoverable amount of the AVIF being assessed to be lower than the carrying value. The AVIF asset which has been impaired is included in the UK segment (disclosed in note 2).

For the purpose of the AVIF impairment test, the calculation of the recoverable amount is consistent with its measurement at initial recognition and is based on a current adjusted MCEV VIF balance for pre-acquisition business only, which represents a reasonable basis for determining future profits generated by the asset acquired.

6. Financial assets

The Group's financial assets are summarised by measurement categories as follows:

 
                                                 2011        2010        2010 
                                            Half year   Half year   Full year 
                                                 GBPm        GBPm        GBPm 
-----------------------------------------  ----------  ----------  ---------- 
 Fair value through the income statement 
  (Note 6 (a))                                100,882      49,041      98,788 
 Loans at amortised cost (Note 6 (c))             207          12         677 
-----------------------------------------  ----------  ----------  ---------- 
 Total financial assets                       101,089      49,053      99,465 
-----------------------------------------  ----------  ----------  ---------- 
 

(a) Analysis of financial assets at fair value through the income statement

As at 30 June 2011

 
                                                        Non 
                                              Non-        - 
                        With-    Unit-      linked   linked   Share- 
                      profits   linked   Annuities    Other   holder     Total 
                         GBPm     GBPm        GBPm     GBPm     GBPm      GBPm 
-------------------  --------  -------  ----------  -------  -------  -------- 
 Shares and other 
 variable 
 yield securities       7,771   53,709           -      202        7    61,689 
 Debt securities 
 and other 
 fixed-income 
 securities: 
 Government 
  securities            7,168    7,664         642      567       76    16,117 
 Corporate bonds        9,230    5,703       5,774      991      542    22,240 
 Derivative 
 financial 
 instruments              406       26          38        5      (6)       469 
 Deposits with 
 credit 
 institutions               -      349           -       18        -       367 
-------------------  --------  -------  ----------  -------  -------  -------- 
 Total financial 
  assets               24,575   67,451       6,454    1,783      619   100,882 
-------------------  --------  -------  ----------  -------  -------  -------- 
 

As at 30 June 2010

 
                                                         Non 
                                               Non-        - 
                         With-    Unit-      linked   linked   Share- 
                       profits   linked   Annuities    Other   holder    Total 
                          GBPm     GBPm        GBPm     GBPm     GBPm     GBPm 
--------------------  --------  -------  ----------  -------  -------  ------- 
 Shares and other 
 variable 
 yield securities        2,351   28,526           -      222        7   31,106 
 Debt securities and 
  other 
 fixed-income 
 securities: 
 Government 
  securities             3,752    1,906         347      247      183    6,435 
 Corporate bonds         4,085    3,380       2,526      525      361   10,877 
 Derivative 
 financial 
 instruments               278        8           -        4      (4)      286 
 Deposits with 
 credit 
 institutions                -      337           -        -        -      337 
--------------------  --------  -------  ----------  -------  -------  ------- 
 Total financial 
  assets                10,466   34,157       2,873      998      547   49,041 
--------------------  --------  -------  ----------  -------  -------  ------- 
 

As at 31 December 2010

 
                                                         Non 
                                               Non-        - 
                         With-    Unit-      linked   linked   Share- 
                       profits   linked   Annuities    Other   holder    Total 
                          GBPm     GBPm        GBPm     GBPm     GBPm     GBPm 
--------------------  --------  -------  ----------  -------  -------  ------- 
 Shares and other 
 variable 
 yield securities        8,114   52,017           -      241        8   60,380 
 Debt securities and 
  other 
 fixed-income 
 securities: 
 Government 
  securities             6,937    7,644         659      716      189   16,145 
 Corporate bonds         8,885    5,445       5,634      922      569   21,455 
 Derivative 
 financial 
 instruments               393       24          39        5      (5)      456 
 Deposits with 
 credit 
 institutions                3      349           -        -        -      352 
--------------------  --------  -------  ----------  -------  -------  ------- 
 Total financial 
  assets                24,332   65,479       6,332    1,884      761   98,788 
--------------------  --------  -------  ----------  -------  -------  ------- 
 

The above unit-linked column and with-profits column include GBP1,058 million (30 June 2010: GBP602 million; 31 December 2010: GBP964 million) of financial assets comprising GBP794 million of shares and other variable yield securities, GBP77 million of corporate bonds and GBP187 million of government bonds (30 June 2010: GBP122m of shares and GBP480m of corporate bonds; 31 December 2010: GBP316 million of shares and GBP648 million of corporate bonds) relating to the minority interests in the Open Ended Investment Companies ("OEICs") that have been consolidated as the Group holding is 50% or more.

For unit-linked funds, the policyholders bear the investment risk and any change in asset values is matched by a broadly equivalent change in the liability.

Asset backed securities (excluding those held by the linked funds) amount to GBP2,420 million (30 June 2010: GBP929 million; 31 December 2010: GBP2,505 million) and 91% (30 June 2010: 95%; 31 December 2010: 92%) of these are at investment grade as set out in 6 (b).

(b) Creditworthiness of financial assets

The following table gives an indication of the level of creditworthiness of those categories of assets which are neither past due nor impaired and are most exposed to credit risk using principally ratings prescribed by Standard and Poor's and Moody's. Assets held within unit-linked funds have been excluded from the tables below as the credit risk on these assets is borne by the policyholders rather than the shareholders. The carrying amount of assets included in the statement of financial position represents the maximum credit exposure.

 
                                                                  Not 
 As at 30 June 
 2011               AAA      AA       A     BBB     BB      B   rated    Total 
                   GBPm    GBPm    GBPm    GBPm   GBPm   GBPm    GBPm     GBPm 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 Corporate 
  bonds           3,055   3,147   4,308   2,965    338     46     258   14,117 
 Asset backed 
  securities        529     709     618     344    120      2      98    2,420 
 Derivative 
  financial 
  instruments        66     139     244       -      -      -     (6)      443 
 Reinsurance 
  assets              -   2,377     236       -      -      -       1    2,614 
 Deposits with 
  credit 
  institutions        -      18       -       -      -      -       -       18 
 Cash and cash 
  equivalents     1,624     872   1,551      38      -      -      97    4,182 
 Total            5,274   7,262   6,957   3,347    458     48     448   23,794 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 %                  22%     31%     29%     14%     2%     0%      2%     100% 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 
 
                                                                  Not 
 As at 30 June 
 2010                AAA      AA       A    BBB     BB      B   rated    total 
                    GBPm    GBPm    GBPm   GBPm   GBPm   GBPm    GBPm     GBPm 
----------------  ------  ------  ------  -----  -----  -----  ------  ------- 
 Corporate bonds   1,408   2,439   1,746    506    186     19     264    6,568 
 Asset backed 
  securities         246     262     222    148      5      3      43      929 
 Derivative 
  financial 
  instruments          -       -     278      -      -      -       -      278 
 Reinsurance 
  assets               -   1,926       -      -      -      -       -    1,926 
 Cash and cash 
  equivalents        535     829     787      -      -      -     131    2,282 
 Total             2,189   5,456   3,033    654    191     22     438   11,983 
----------------  ------  ------  ------  -----  -----  -----  ------  ------- 
 %                   18%     46%     25%     5%     2%     0%      4%     100% 
----------------  ------  ------  ------  -----  -----  -----  ------  ------- 
 
 
                                                                  Not 
 As at 31 
 December 2010      AAA      AA       A     BBB     BB      B   rated    Total 
                   GBPm    GBPm    GBPm    GBPm   GBPm   GBPm    GBPm     GBPm 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 Corporate 
  bonds           2,876   3,196   4,147   2,645    315     57     269   13,505 
 Asset backed 
  securities        560     825     622     289    110      2      97    2,505 
 Derivative 
  financial 
  instruments        46     141     245       -      -      -       -      432 
 Reinsurance 
  assets              -   2,349     287       -      -      -       1    2,637 
 Deposits with 
  credit 
  institutions        -       3       -       -      -      -       -        3 
 Cash and cash 
  equivalents     1,831     945   1,210      36      -      -       6    4,028 
 Total            5,313   7,459   6,511   2,970    425     59     373   23,110 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 %                  23%     32%     28%     13%     2%     0%      2%     100% 
---------------  ------  ------  ------  ------  -----  -----  ------  ------- 
 

The exposure of the Group to the debt of the governments and companies of Ireland, Italy, Portugal and Spain in shareholder and annuity funds is set out in the table below. There is no exposure to Greece and the exposure to the economies of Ireland and Portugal is relatively immaterial. The corporate debt is diversified across industries and relates mainly to companies with trans-national operations. Where the Group holds securities issued by financial companies, it has considered the Company's financial strength and the ability of the domicile government to provide financial support in the event of stress.

 
                  Half year 2011             Half year 2010                  Full year 2010 
             Govt   Corporate           Govt   Corporate           Govt   Corporate 
             debt        Debt   Total   debt        debt   Total   debt        debt   Total 
             GBPm        GBPm    GBPm   GBPm        GBPm    GBPm   GBPm        GBPm    GBPm 
----------  -----  ----------  ------  -----  ----------  ------  -----  ----------  ------ 
 Ireland        -          38      38      -          35      35      -          50      50 
 Portugal       -          12      12      -           2       2      -          14      14 
 Italy          8         217     225      -          30      30      7         221     228 
 Spain          -         172     172      -          22      22      -         159     159 
 Total          8         439     447      -          89      89      7         444     451 
----------  -----  ----------  ------  -----  ----------  ------  -----  ----------  ------ 
 

(c) Loans

 
                        2011        2010        2010 
                   Half year   Half year   Full year 
                        GBPm        GBPm        GBPm 
----------------  ----------  ----------  ---------- 
 Mortgage loans            3           3          61 
 Other loans             204           9         616 
----------------  ----------  ----------  ---------- 
 Total loans             207          12         677 
----------------  ----------  ----------  ---------- 
 

Loan assets of GBP600m which were held at 31 December 2010 were repaid in March 2011. A further GBP200 million collateralised loan was provided to Barclays on 11 May 2011.

(d) Unit-linked net assets

The amounts included in the statement of financial position in respect of net assets held within unit-linked funds are as follows:

 
                                                  2011        2010        2010 
                                             Half year   Half year   Full year 
                                                  GBPm        GBPm        GBPm 
------------------------------------------  ----------  ----------  ---------- 
 Investment properties                           1,759         548       1,831 
 Shares and other variable yield 
  securities                                    53,962      28,404      52,180 
 Debt securities and other fixed-income 
  securities                                    12,134       4,806      11,893 
 Derivative financial instruments                   26           8          25 
 Deposits with credit institutions                 349         337         349 
 Other receivables                                 461         173         356 
 Cash and cash equivalents                       4,175       2,527       4,879 
------------------------------------------  ----------  ----------  ---------- 
 Total assets                                   72,866      36,803      71,513 
------------------------------------------  ----------  ----------  ---------- 
 Other payables                                  (495)       (126)       (235) 
------------------------------------------  ----------  ----------  ---------- 
 Total unit-linked net assets                   72,371      36,677      71,278 
------------------------------------------  ----------  ----------  ---------- 
 

The impact of consolidating OEICs in which the Group has a holding in excess of 50% has been excluded from the above analysis of unit-linked net assets. However the underlying holdings in the OEICs are included within shares and other variable yield securities.

7. Loans and borrowings

The Group's loans and borrowings are as follows:

 
                                                 30 June   30 June   31 Dec 
                                        Coupon      2011      2010     2010 
                                             %      GBPm      GBPm     GBPm 
------------------------------------  --------  --------  --------  ------- 
 Subordinated liabilities: 
 Lombard undated subordinated 
 loans                                 Various         3         4        3 
 Friends Life Group plc 
 subordinated debt due 2021 
  (i)                                    12.00       184       187      186 
 Friends Life Group plc 
 subordinated debt due 2022 
  (ii)                                    8.25       497         -        - 
 Reinsurance: 
 Lombard financial reinsurance 
 treaties                              Various        13        20       15 
 Friends Provident financial 
 reinsurance treaties (iii)            Various        50        12       29 
 Other: 
 Fixed rate unsecured notes 
  (iv)                                    9.00       200         -      700 
 Amount owed to credit institutions 
  (v)                                                 60        59       79 
 Total loans and borrowings                        1,007       282    1,012 
------------------------------------  --------  --------  --------  ------- 
 

Unless otherwise stated below, the carrying values of interest-bearing loans and borrowings closely approximate fair value.

(i) The Friends Life Group plc subordinated debt due 2021 is irrevocably guaranteed on a subordinated basis by FPLP. This debt is carried at amortised cost. The fair value of this subordinated debt is GBP208 million.

(ii) On 21 April 2011, the Company issued a GBP500 million Lower Tier 2 (LT2) debt instrument with a coupon of 8.25% and a maturity of 2022 which is guaranteed on a subordinated basis by FPLP. This debt is carried at amortised cost being GBP500 million principal less capitalised issue costs of GBP3 million.

(iii) FPLP has two financial reinsurance contracts with Munich Reinsurance Company UK Limited ("Munich Re") to finance new German unit-linked pensions business written in the years ended 31 December 2010 and 2011 respectively. The total amount owed to Munich Re under these financial reinsurance arrangements as at 30 June 2011 was GBP42 million (30 June 2010: GBP10 million; 31 December 2010: GBP29 million).

On 30 June 2011, FPIL entered into a financial reinsurance agreement with Munich Re to finance new Hong Kong Premier regular premium savings business written since 1 January 2011. The amount owed to Munich Re as at 30 June 2011 was GBP8 million.

(iv) On 14 September 2010, the Company issued fixed rate unsecured loan notes, due in 2020, to Resolution Holdings (Guernsey) Limited ("RHG") with an agreed principal amount of GBP700 million. Following the issue of the subordinated debt, detailed in note (ii), the company repaid GBP500 million of the principal including interest due to RHG.

(v) Amounts owed to credit institutions (overdrafts) includes GBP47m relating to credit balances held within OEICs that have been consolidated as the Group holding is 50% or more.

8. Contingent liabilities

In the normal course of its business, the Group is subject to matters of litigation or dispute or regulatory uncertainty. While there can be no assurances at this time the directors believe, based on the information currently available to them, that it is not probable that the ultimate outcome of any of these matters will have a material adverse effect on the financial condition of the Group.

9. Business combinations

Acquisition of Bupa Health Assurance

In January 2011, the Group through its subsidiary, FPLP, acquired 100% of the shares in BHA from Bupa Investment Limited and its parent Bupa Finance plc. The Group is deemed to have acquired control of BHA on 31 January 2011, the date at which the last substantive condition to legal completion was satisfied, and has consolidated it from that point. The gross consideration paid in cash was GBP168 million compared to an announced price in October 2010 of GBP165 million. The increase in price reflects an additional GBP3 million of capital injected into BHA in December 2010 by British United Provident Association Limited.

The acquisition is consistent with the UK Life Project of the Group's ultimate parent, Resolution Limited, which aims to generate value by consolidating UK life and asset management businesses.

In the period from the acquisition to 30 June 2011, BHA contributed revenue of GBP44 million and made a loss after tax of GBP3 million. If the acquisition had occurred on 1 January 2011, management estimate that consolidated revenue would have been GBP53 million, and the consolidated loss after tax for the half year would have been GBP2 million. In determining these amounts, management has assumed that the fair value adjustments which arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2011.

The following summarises the consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

 
                                                        GBPm 
----------------------------------------------------  ------ 
 Cash paid                                               168 
 Fair value of purchase consideration                    168 
 Fair value of net assets acquired                     (236) 
----------------------------------------------------  ------ 
 Excess of the interest in the fair value of assets 
  acquired over costs                                   (68) 
----------------------------------------------------  ------ 
 

The condensed consolidated income statement includes GBP1 million within administrative and other expenses in relation to stamp duty payable on the shares acquired.

Identifiable assets acquired and liabilities assumed

 
                                                      Recognised 
                                                       values on 
                                                     acquisition 
                                                            GBPm 
--------------------------------------------------  ------------ 
 Intangible assets: 
 Acquired value of in-force business                         172 
 Other intangible assets                                       8 
 Financial assets                                             83 
 Current assets                                               30 
 Cash and cash equivalents                                    90 
 Total identifiable assets                                   383 
--------------------------------------------------  ------------ 
 Insurance liabilities                                        67 
 Other liabilities                                            80 
 Total identifiable liabilities                              147 
--------------------------------------------------  ------------ 
 Net identifiable assets acquired and liabilities 
  assumed                                                    236 
--------------------------------------------------  ------------ 
 
 Attributable to equity holders of the parent                236 
--------------------------------------------------  ------------ 
 

The values of assets acquired and liabilities assumed, recognised on acquisition, are their estimated fair values.

The gain of GBP68 million recognised as a result of the acquisition is attributable to the purchase price being at a discount to the fair value of the net assets acquired which is based on the market consistent embedded value of BHA. The gain is reported within other income in the condensed consolidated income statement.

10. Related parties

In the ordinary course of business, the Group and its subsidiary undertakings carry out transactions with related parties, as defined by IAS 24 Related Party Disclosures. Material transactions for the half year (period from acquisition in respect of transactions related to BHA) are set out below.

(a) Services provided to related parties

No material transactions occurred in relation to services provided to related parties.

(b) Services provided by related parties

 
                 2011 Half year          2010 Half year         2010 Full year 
            Income   Receivable     Income   Receivable    Income   Receivable 
            earned           at     earned           at    earned           at 
                in       period         in       period   in year         year 
            period          end     period          end                    end 
              GBPm         GBPm       GBPm         GBPm      GBPm         GBPm 
--------  --------  -----------  ---------  -----------  --------  ----------- 
 Joint           -            -          -            -         6            - 
 venture 
 Other           -            -          -            -         -            - 
 related 
 parties 
--------  --------  -----------  ---------  -----------  --------  ----------- 
 Total           -            -          -            -         6            - 
--------  --------  -----------  ---------  -----------  --------  ----------- 
 

(c) Other related parties

Transactions made between the Group and related parties were made in the normal course of business. Loans from related parties are made on normal arm's length commercial terms.

As detailed in Note 7 FPLP, a subsidiary, provided a guarantee in respect of the GBP500 million LT2 debt instrument issued by the Group on 22 April 2011.

11. Post Balance Sheet events

(a) Name Change

On 1 July 2011, Friends Provident Holdings (UK) plc changed its name to Friends Life Group plc.

(b) Change in rates of corporation tax

During 2010 and the first half of 2011, legislation was announced to bring in a phased decrease in the rate of corporation tax commencing with a reduction to 26% on 1 April 2011 and further reductions of 1% per annum until 1 April 2014, from when the rate will be 23%. Under IFRS deferred tax is calculated using substantively enacted rates and as such only the reduction to a 26% rate has been taken into account in the closing deferred tax balance (the opening balance is calculated using a 27% rate, being the rate which was substantively enacted at 31 December 2010).

The reduction to 25% effective from 1 April 2012 became substantively enacted on 5 July 2011 when Finance Bill 2011 completed the report stage and third reading in the House of Commons. The effect of this is to increase the Group's net assets by approximately GBP30 million.

Subsequent reduction (to 24% and 23%) will be dealt with by future legislation. The benefit to the Group's net assets from the further 2% reduction in the rate is estimated as approximately GBP51 million in total and will be recognised as the legislation is substantively enacted.

(c) Future tax regime applicable to life insurance companies

The Chancellor's Budget which took place on 23 March 2011 contained significant announcements in relation to the tax regime applicable to life insurance companies, followed by a consultation document which was issued on 7 April 2011 with the closing date for responses being 28 June 2011. Detailed discussion is continuing and draft legislation will not be published until late 2011. Given the outstanding detail the impact on the deferred tax assets and liabilities recognised in the balance sheet is too uncertain to quantify.

(d) Supreme Court Judgement in the Case Scottish Widows plc v Commissioners for Her Majesty's Revenue and Customs

The Supreme Court issued its judgement in respect of the above case on 6 July 2011. The judgements found in favour of HMRC in this court case involving the tax treatment of surplus assets accumulated in a mutual and passed into a proprietary environment on demutualisation. This decision impacts on the legacy Friends Provident business which demutualised shortly after Scottish Widows. However, the impact for Friends Life is minor based on the Group's fact pattern, and a provision is held in the accounts to cover the additional tax payable.

Appendix 1: New business information

Analysis of Life and Pensions new business

In classifying new business premiums the following basis of recognition is adopted:

-- single new business premiums consist of those contracts under which there is no expectation of continuing premiums being paid at regular intervals;

-- regular new business premiums consist of those contracts under which there is an expectation of continuing premiums being paid at regular intervals, including repeated or recurrent single premiums where the level of premiums is defined, or where a regular pattern in the receipt of premiums has been established;

-- non-contractual increments under existing group pensions schemes are classified as new business premiums;

-- transfers between products where open market options are available are included as new business; and

-- regular new business premiums are included on an annualised basis.

Regular and single premiums

Group

 
                             Regular premiums            Single premiums 
                         ------------------------  --------------------------- 
                          H1(i)   H1(ii)              H1(i)    H1(ii) 
                           2011     2010   Change      2011      2010   Change 
                           GBPm     GBPm        %      GBPm      GBPm        % 
-----------------------  ------  -------  -------  --------  --------  ------- 
 UK Corporate 
 - pensions               209.3    140.1       49     327.1     120.3      172 
 - protection              11.8      2.5      372       0.0       0.0        - 
 UK Individual 
 - protection              44.0     18.0      144       0.0       0.0        - 
 - pensions                 8.5      3.1      174     246.1     116.1      112 
  - investments             0.0      0.0        -     219.8      16.7     1216 
 Annuities                  0.0      0.0        -     188.7     135.1       40 
-----------------------  ------  -------  -------  --------  --------  ------- 
 Total UK Life and 
 Pensions                 273.6    163.7       67     981.7     388.2      153 
-----------------------  ------  -------  -------  --------  --------  ------- 
 International             96.0     97.2      (1)     361.6     232.6       55 
 Lombard                    0.0      0.0        -     968.7   1,348.1     (28) 
-----------------------  ------  -------  -------  --------  --------  ------- 
 Total International 
 Life and Pensions         96.0     97.2      (1)   1,330.3   1,580.7     (16) 
-----------------------  ------  -------  -------  --------  --------  ------- 
 Total Life and 
  Pensions                369.6    260.9       42   2,312.0   1,968.9       17 
-----------------------  ------  -------  -------  --------  --------  ------- 
 

(i) includes the trading results of the acquired BHA business for the period 1 February 2011 to 30 June 2011

(ii) represents the Friends Provident business only as the AXA UK Life business was acquired in Q3 2010

Friends Life excluding acquired businesses AXA UK Life and BHA

 
                           Regular premiums           Single premiums 
                       -----------------------  --------------------------- 
                           H1      H1                 H1        H1 
                         2011    2010   Change      2011      2010   Change 
                         GBPm    GBPm        %      GBPm      GBPm        % 
---------------------  ------  ------  -------  --------  --------  ------- 
 UK Corporate 
 - pensions             153.4   140.1        9     275.1     120.3      129 
 - protection             4.4     2.5       76       0.0       0.0        - 
 UK Individual 
 - protection            14.0    18.0     (22)       0.0       0.0        - 
 - pensions               3.2     3.1        3     114.0     116.1      (2) 
 - investments            0.0     0.0        -      16.0      16.7      (4) 
 Annuities                0.0     0.0        -     109.2     135.1     (19) 
--------------------- 
 Total UK Life and 
 Pensions               175.0   163.7        7     514.3     388.2       32 
---------------------  ------  ------  -------  --------  --------  ------- 
 International           96.0    97.2      (1)     361.6     232.6       55 
 Lombard                  0.0     0.0        -     968.7   1,348.1     (28) 
---------------------  ------ 
 Total International 
 Life and Pensions       96.0    97.2      (1)   1,330.3   1,580.7     (16) 
---------------------  ------  ------  -------  --------  --------  ------- 
 Total Life and 
 Pensions               271.0   260.9        4   1,844.6   1,968.9      (6) 
---------------------  ------  ------  -------  --------  --------  ------- 
 

Acquired businesses of AXA UK Life and BHA

 
                                AXA UK Life               BHA 
                           --------------------  -------------------- 
                             Regular     Single    Regular     Single 
                            premiums   premiums   premiums   premiums 
                            6 months   6 months   5 months   5 months 
                                2011       2011       2011       2011 
                                GBPm       GBPm       GBPm       GBPm 
-------------------------  ---------  ---------  ---------  --------- 
 UK Corporate 
 - pensions                     55.9       52.0        0.0        0.0 
 - protection                    0.0        0.0        7.4        0.0 
 UK Individual 
 - protection                   20.4        0.0        9.6        0.0 
 - pensions                      5.3      132.1        0.0        0.0 
 - investments                   0.0      203.8        0.0        0.0 
 Annuities                       0.0       79.5        0.0        0.0 
-------------------------  ---------  ---------  ---------  --------- 
 Total Life and Pensions        81.6      467.4       17.0        0.0 
-------------------------  ---------  ---------  ---------  --------- 
 

Group new business - APE

APE represents annualised new regular premiums plus 10% of single premiums.

 
                            H1(i)   H1(ii)            Q2(i)      Q1 
                             2011     2010   Change    2011    2011   Change 
                             GBPm     GBPm        %    GBPm    GBPm        % 
-------------------------  ------  -------  -------  ------  ------  ------- 
 UK Corporate 
 - pensions                 242.0    152.1       59   128.8   113.2       14 
 - protection                11.8      2.5      372     7.3     4.5       62 
 UK Individual 
 - protection                44.0     18.0      144    21.9    22.1      (1) 
 - pensions                  33.1     14.7      125    23.3     9.8      138 
 - investments               22.0      1.7    1,194     8.5    13.5     (37) 
 Annuities                   18.9     13.5       40    10.1     8.8       15 
------------------------- 
 Total UK Life and 
 Pensions                   371.8    202.5       84   199.9   171.9       16 
-------------------------  ------  -------  -------  ------  ------  ------- 
 International              132.2    120.6       10    68.8    63.4        9 
 Lombard                     96.9    134.9     (28)    62.5    34.4       82 
-------------------------  ------  -------  -------  ------  ------  ------- 
 Total International 
  Life 
 and Pensions               229.1    255.5     (10)   131.3    97.8       34 
-------------------------  ------  -------  -------  ------  ------  ------- 
 Total Life and Pensions    600.9    458.0       31   331.2   269.7       23 
-------------------------  ------  -------  -------  ------  ------  ------- 
 

(i) includes the trading results of the acquired BHA business for the period 1 February 2011 to 30 June 2011

(ii) represents the Friends Provident business only as the AXA UK Life business was acquired in Q3 2010

Friends Life excluding acquired AXA UK Life and BHA businesses - APE

 
                                  H1      H1               Q2      Q1 
                                2011    2010   Change    2011    2011   Change 
                                GBPm    GBPm        %    GBPm    GBPm        % 
----------------------------  ------  ------  -------  ------  ------  ------- 
 UK Corporate 
 - pensions                    180.9   152.1       19    95.4    85.5     12 
 - protection                    4.4     2.5       76     1.9     2.5     (24) 
 UK Individual 
 - protection                   14.0    18.0     (22)     6.6     7.4     (11) 
 - pensions                     14.6    14.7      (1)    10.4     4.2      148 
 - investments                   1.6     1.7      (6)     0.7     0.9     (22) 
 Annuities                      11.0    13.5     (19)     5.8     5.2       12 
---------------------------- 
 Total UK Life and Pensions    226.5   202.5       12   120.8   105.7       14 
----------------------------  ------  ------  -------  ------  ------  ------- 
 International                 132.2   120.6       10    68.8    63.4        9 
 Lombard                        96.9   134.9     (28)    62.5    34.4       82 
---------------------------- 
 Total International 
  Life 
  and Pensions                 229.1   255.5     (10)   131.3    97.8       34 
----------------------------  ------  ------  -------  ------  ------  ------- 
 Total Life and Pensions       455.6   458.0      (1)   252.1   203.5       24 
----------------------------  ------  ------  -------  ------  ------  ------- 
 

Acquired businesses of AXA UK Life and BHA - APE

 
                                AXA UK Life        BHA 
                              --------------  ------------- 
                                  Q2      Q1     Q2   Q1(i) 
                                2011    2011   2011    2011 
                                GBPm    GBPm   GBPm    GBPm 
----------------------------  ------  ------  -----  ------ 
 UK Corporate 
 - pensions                     33.4    27.7    0.0     0.0 
 - protection                    0.0     0.0    5.4     2.0 
 UK Individual 
 - protection                    9.4    11.0    5.9     3.7 
 - pensions                     12.9     5.6    0.0     0.0 
 - investments                   7.8    12.6    0.0     0.0 
 Annuities                       4.3     3.6    0.0     0.0 
----------------------------  ------  ------  -----  ------ 
 Total UK Life and Pensions     67.8    60.5   11.3     5.7 
----------------------------  ------  ------  -----  ------ 
 

(i) comprises the trading results for the period 1 February 2011 to 31 March 2011

International

 
                                      H1      H1 
                                    2011    2010   Change 
 APE by region (actual exchange 
  rates)                            GBPm    GBPm        % 
--------------------------------  ------  ------  ------- 
 North Asia                         55.4    47.8       16 
 South Asia                         13.2    10.8       22 
 Middle East                        24.2    23.3        4 
 Europe (Excl UK)                   15.5    18.1     (14) 
 UK                                  9.7     5.3       83 
 Rest of World                      10.0     9.8        2 
 Malaysia (AmLife)                   4.2     5.4     (22) 
--------------------------------  ------  ------  ------- 
 Total                             132.2   120.5       10 
--------------------------------  ------  ------  ------- 
 

Lombard

 
                                     H1      H1 
                                   2011    2010   Change 
 APE by region (actual exchange 
  rates)                           GBPm    GBPm        % 
--------------------------------  -----  ------  ------- 
 UK and Nordic                     25.2    32.8     (23) 
 Northern Europe                   18.0    53.2     (66) 
 Southern Europe                   40.7    43.3      (6) 
 Rest of World                     13.0     5.6      132 
--------------------------------  -----  ------  ------- 
 Total including large cases       96.9   134.9     (28) 
--------------------------------  -----  ------  ------- 
 Of which: Large cases (greater 
  than EUR10m)                     38.6    40.6      (5) 
--------------------------------  -----  ------  ------- 
 Total excluding large cases       58.3    94.3     (38) 
--------------------------------  -----  ------  ------- 
 

New business APE at constant exchange rates

All amounts in currency in the tables above other than Sterling are translated into Sterling at a monthly average exchange rate. The estimated new business assuming constant currency rates would be as follows:

 
                     H1      H1 
                   2011    2010   Change 
                   GBPm    GBPm        % 
---------------  ------  ------  ------- 
 International    136.6   120.5       13 
 Lombard           96.3   136.2     (29) 
---------------  ------  ------  ------- 
 

New Business - Present value of new business premiums ("PVNBP")

PVNBP equals new single premiums plus the expected present value of new regular premiums. Premium values are calculated on a consistent basis with the EV contribution to profits from new business. Start of period assumptions are used for the economic basis and end of period assumptions are used for the operating basis. A risk free rate is used to discount expected premiums in future years. The impact of operating assumption changes across a whole reporting period will normally be reflected in the PVNBP figures for the final quarter of the period that the basis changes relate to. No change in operating assumptions will be reflected in the PVNBP for the first and third quarters, when the contribution to profits from new business is not published. All amounts in currency other than Sterling are translated into Sterling at a monthly average exchange rate.

 
                        H1(i)   H1(ii)            Q2(i)      Q1 
                         2011     2010   Change    2011    2011   Change 
                         GBPm     GBPm        %    GBPm    GBPm        % 
---------------------  ------  -------  -------  ------  ------  ------- 
 UK Corporate 
 - pensions             1,199      676       77     622     577        8 
 - protection              74       15      393      47      27       74 
 UK Individual 
 - protection             287      105      173     145     142        2 
 - pensions               288      128      125     206      82      151 
 - investments            220       17    1,194      86     134     (36) 
 Annuities                189      135       40     101      88       15 
---------------------  ------  -------  -------  ------  ------  ------- 
 Total UK Life 
  and                   2,257    1,076      110   1,207   1,050       15 
 Pensions 
---------------------  ------  -------  -------  ------  ------  ------- 
 International            828      696       19     432     396        9 
 Lombard                  969    1,348     (28)     625     344       82 
---------------------  ------  -------  -------  ------  ------  ------- 
 Total International 
 Life and Pensions      1,797    2,044     (12)   1,057     740       43 
---------------------  ------  -------  -------  ------  ------  ------- 
 Total Life and 
 Pensions               4,054    3,120       30   2,264   1,790       26 
---------------------  ------  -------  -------  ------  ------  ------- 
 

(i) includes the trading results of the acquired BHA business for the period 1 February 2011 to 30 June 2011

(ii) represents the Friends Provident business only as the AXA UK Life business was acquired in Q3 2010

Appendix 2: Analysis of 2010 full year baseline comparators

 
                                                Adjustments 
                                  2010                                    2010 
                             Full year                               Full year 
 GBPm (unless otherwise    As reported   Annualisation   Inclusion    Baseline 
 Stated)                         Total       of ex-AXA      of BHA       Total 
------------------------  ------------  --------------  ----------  ---------- 
 UK products 
 Individual protection 
 NBS                              (85)            (91)        (17)       (193) 
 IRR                              2.7%            3.0%        7.1%        3.3% 
 APE                                52              32          22         106 
------------------------  ------------  --------------  ----------  ---------- 
 Corporate benefits 
 NBS                              (58)            (22)                    (80) 
 IRR                              6.2%          (0.3%)                    4.2% 
 APE                               330              69                     399 
------------------------  ------------  --------------  ----------  ---------- 
 Retirement income 
 NBS                                19               7                      26 
 IRR                             20.0%           10.3%                   16.5% 
 APE                                29              10                      39 
------------------------  ------------  --------------  ----------  ---------- 
 Group 
 Blended new business 
 IRR (including Group 
 protection and other 
 products)                       11.2%                                    8.6% 
 
 New business strain:            (238)                                   (392) 
 UK                              (149)           (134)        (20)       (303) 
 International                    (83)                                    (83) 
 Lombard                           (6)                                     (6) 
------------------------  ------------  --------------  ----------  ---------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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