RNS Number:0636O
Nedcor
29 July 2003

Nedcor Limited - NED.SJ



Interim Financial Results for the six months ended 30 June 2003



Core earnings down 2% to R1 530 million

Return on equity 18,5%

Return on assets 1,20%

Efficiency ratio 59,0%



Interim Financial Results

for the six months ended 30 June 2003



Changes in composition of group and in basis of accounting



BoE Limited (BoE) was acquired with effect from 1 July 2002 and the outstanding
Nedcor Investment Bank Holdings Limited (NIB) minorities from 1 October 2002. In
addition, in accordance with South African generally accepted accounting
practice, Nedcor is required to adopt the complex accounting standard AC133 '
Financial instruments: Recognition and Measurement' with effect from 1 January
2003. This is a significant change in the basis of accounting for the banking
industry. AC133 is a prospective statement, which means that historical figures
are not adjusted to the new basis of accounting. Instead, adjustments to
determine the new equity and asset and liability base are dealt with as opening
transitional adjustments in retained earnings.



These structural and accounting policy changes mean that the statutory results
for the six months ended 30 June 2002 and 2003 are not comparable, as the 2002
figures do not include BoE and those for 2003 are prepared on the AC133 basis of
accounting.



Information is presented in accordance with SA GAAP and reflects the impact of
AC133 on the current period's results. In order to assist in an assessment of
Nedcor's performance over the past six months, the commentary below seeks to
provide insight into the relative operational performance of the two periods.
Further operational information is provided on our website at www.nedcor.com.



Earnings for the period



Core earnings attributable to Nedcor shareholders for the six months ended 30
June 2003 were R1 530 million on an AC133 basis of accounting. These core
earnings benefited from the application of AC133 to the extent of R326 million,
meaning that core earnings attributable to Nedcor ordinary shareholders on a
pre-AC133 basis were R1 204 million. In 2002 core earnings attributable to
Nedcor ordinary shareholders were R1 560 million based on the previous
accounting policies. After deducting net translation losses and once-off merger
and reorganisation costs totalling R869 million (2002: R36 million), headline
earnings in 2003 were R661 million on an AC133 basis (2002: R1 524 million on
the previous accounting basis).



The above earnings represent core earnings per share of 565 cents (2002: 645
cents) and headline earnings of 244 cents (2002: 630 cents). Explanations for
these changes in earnings are provided in the commentary below. The interim
results are lower than were hoped for, as was alluded to in the recent trading
update, but the group remains solidly profitable, with a substantial,
well-provisioned balance sheet with assets of R316 billion.



Merger and reorganization



The results for the six months to 30 June 2003 should be viewed in the context
of the Nedcor Group being in the process of implementing one of the biggest and
most complex banking mergers in South African history. The merger involves the
integration of the operations of BoE, NIB and Cape of Good Hope Bank Limited
(CoGHB) into Nedbank Limited, with some divisions of BoE going into Peoples Bank
Limited. The legal consolidation of banking licences took place on 1 January
2003 and at the same time the business operations were reshaped into new
business clusters.



Our focus over this reporting period has been on the group's merger and
integration, and on speeding up the process to realise the synergies at the
earliest date. We have started to see the early benefits from the merger, but
they will be fully evidenced only in the years ahead. In the past six months we
have focused on client retention, client service, cost containment and settling
staff into their new roles in the merged group.



Economic conditions



The first half of 2003 continued to present a challenging operating climate,
with slowing GDP growth, reducing inflation, high domestic interest rates and an
uncertain international environment. The rand continued to strengthen, but was
somewhat volatile during the period. Equity markets were weak, both globally and
domestically, although some improvement has been evident since the end of the
Iraqi war - which provides some hope to pressurised investment banking and
wealth management activities. In this general economic environment underlying
demand for credit nevertheless remained relatively healthy, encouraged by the
June interest rate cut of 1,5% and the prospect of further rate cuts.



Nedcor's performance



As highlighted in the trading update of 15 May 2003, these current economic
conditions, together with the fact that we were implementing a complex merger
process, affected Nedcor's revenue during the period. A primary contributor to
the results is a decline in total revenue due to pressure on interest margins as
well as lower investment banking and wealth management revenues. In addition,
the stronger average value of the rand, compared with the same period last year,
diminished the rand value of international earnings.



The bad-debt charge improved, while expenses were well-contained. The gearing
impact (with expenses growing and revenue declining) created a reduction in
profit before taxation, which, after an increase in taxation, resulted in profit
after taxation being lower on a comparable basis. A drop in associate income and
an increase in minority shareholders' interests, due to the dividends payable on
the new preference shares resulted in comparable core earnings attributable to
ordinary shareholders being 29% lower.



* Divisional overview



We are pleased that several major divisions have performed well over the period.
Corporate, Business Banking, Property and Asset Finance, Imperial Bank, Nedbank
Retail and Treasury Trading all had sound performances. Investment banking and
advisory earnings were disappointing, although they were coming off a high base
(BoE and NIB having conducted several large deals during the same period last
year). Since 30 June 2003 several large deals have been concluded, which
resulted in an improvement in this area. Unfortunately, wealth management
earnings were down due to the tough investment markets and the relative strength
of the rand during the period. Peoples Bank results are lower than last year due
to challenging market circumstances and an increase in its effective tax rate.



* Advances and net interest income



Advances grew by 5% over the comparable portfolio of advances at 30 June 2002,
while net interest income grew at a lower rate. Overall the group's market share
has increased marginally during the past year, and the fact that our market
shares have held in most business areas is an important indicator of client
support.



A key issue that has impacted earnings is the group's funding cost, which was
negatively affected when the group took over BoE in the midst of its liquidity
crisis. The group has normalised the BoE funding cost and repaid all of its
liquidity support funding, but in the process has lengthened the term profile of
the funding book and consequently experienced a slightly higher cost of funding
for the group as a whole. With continued sound deposit flows currently being
experienced, we are confident that Nedcor's overall funding cost will reduce
over time and therefore also restore earnings growth.





* Non-interest revenue



Comparable commission and fee income declined by 3% (after adjusting for the
loss of transactional income in BoE following the sale of the NBS mortgage book
on 31 March 2002), due to some large fees earned in 2002 not being repeated in
2003. Exchange and securities dealing income increased by 2% on a comparable
basis, while investment banking income was lower due to some large NIB and BoE
deals in 2002 not being repeated in 2003. Wealth management income was
negatively affected by the general decline in equity markets and investment
flows, as well as the relative strength of the rand, which impacted the
division's international earnings. The growth in bancassurance revenues, from a
low base, continues to be a focus area.



* Specific and portfolio impairments against loans and advances



Credit quality, including unsecured microloans, has been satisfactory despite
the environment of high interest rates, and the comparable income statement
charge for advances impairments has declined. Prior to the adoption of the AC133
credit impairment methodology the 'legal certainty' provisioning methodology was
applied in certain segments of Nedbank's business, entailing a deferred
recognition of provisions but a corresponding increase in pressure to collect
non-performing advances.



The adoption of the AC133 cash flow valuation methodology has resulted in the
creation of R585 million in additional specific impairments due to an
acceleration of the recognition of impairments, compared with the 'legal
certainty' methodology. This timing acceleration represents approximately six
months' impairments. In addition, specific impairments now include a discount
factor to reduce advances to the present value of expected future cash flows.
Impairment of advances calculated under the AC133 methodology now represent
approximately 3,3% of total advances (excluding gross-up of derivatives),
compared with 2,9% calculated under the previous provisioning methodology, and
the book is considered to be conservatively adjusted for impairments.



The high level of non-performing loans, which include the legacy of some
acquired businesses, continues to receive attention. Net non-performing loans,
after impairments, represent 1,7% (31 December 2002: 1,8%) of total advances and
the net impairment coverage is conservative at 152% (31 December 2002: 157%).



Nedcor has continued to adopt a cautious approach to microlending and does not
have a large exposure to this market. The risk is shared with our alliance
partners. Unsecured microloan exposures of R768 represent only 0,3% of total
advances, while total impairments stand at 42% (31 December 2002: 34%).



* Expenses



After adjusting for the expense base of the NBS mortgage business sold by BoE on
31 March 2002 expenses increased by 7% on a comparable basis and by 10%
including the once-off merger and reorganisation costs of R134 million. Staff
expenses, which comprise approximately 50% of total expenses, have shown only
marginal growth due to the decline in total headcount numbers to 24 580 (2002:
25 700). Non-staff expenses have grown overall at a rate above inflation, but
include items such as additional depreciation of R48 on new projects
commissioned. Expenses include synergy benefits of R62 million, which are
expected to grow in future periods.



Overall expense growth has been contained at 7% and the current cost-to-income
ratio on an AC133 basis is 59,0% due to lower gross operating income. The ratio
on a comparable basis is 63,5% (2002: 53,4%, but

58,5% if BoE figures are added). Stringent cost control measures are in place to
reduce this ratio to former levels.



* Exceptional capital items



The market value of Nedcor's investment of 103 million shares in Dimension Data
plc has been marked-to-market at its 30 June 2003 price of R2,70 per share (31
December 2002: R4,02 per share), resulting in an exceptional charge of R84
million. The charge of R209 million for the amortisation of goodwill relates
primarily to the goodwill arising on the acquisition of BoE.



* Taxation



The comparable effective tax rate has increased to 25% (2002: 20%), as the
significant benefit of assessed losses last year has declined and the tax net
has widened to include more foreign taxable income.



* Equity-accounted income and income attributable to minority shareholders



Comparable attributable earnings of associates have declined by 25% due mainly
to the negative impact of the strengthening rand on the translated earnings of
foreign associates.



The preference dividends of R133 million payable in respect of the six months to
30 June 2003 on the non-cumulative, non-redeemable preference share capital of
R2 billion raised in December 2002 are included in income attributable to
minority shareholders.



* Foreign exchange translation losses



The strengthening of the rand has negatively affected Nedcor's results in three
ways. Firstly, core earnings were reduced by R109 million due to the lower rand
value of translated international earnings. Secondly, it impacted headline
earnings through translation losses of R735 million (2002: R436 million)
following the conversion of the balance sheets of integrated foreign operations
into rands. Thirdly, it resulted in translation losses of R84 million (2002: R20
million) following the  conversion of non-integrated foreign entities, which
have been taken directly to reserves.



Shareholders' funds and capital adequacy



Total shareholders' funds have declined to R19 429 billion (31 December 2002:
R20 122 million) on a pre-AC133 basis due to the further charges for writedowns
of investments and translation losses as well as the payment of R839 million for
the 2002 final dividend. After adjusting for the effects of AC133 total
shareholders' funds are

R18 099 billion at 30 June 2003.



Nedcor Group capital adequacy at 30 June 2003, calculated on a pre- and
post-AC133 basis, is 10,5% and 10,1% respectively, and at a Nedbank Limited
consolidated level 12,2% and 11,8% respectively.



Implementation of AC133



AC133 impacts on the recognition and measurement of financial instruments,
including credit impairments against advances. To address the prospective nature
of the statement the transitional adjustments to the carrying values of
financial instruments at 1 January 2003 are recognised in opening retained
income or equity.



AC133 is based on International Accounting Standard 39 (IAS 39), which is still
under construction. Furthermore, interpretation and presentation issues with
regard to the implementation of AC133 in South Africa continue to be debated by
the accounting profession and business locally. The treatment adopted by Nedcor
in these results accords with the current interpretation of recommended
practice.



Impact on reserves at 1 January 2003


                                    Current                                              Non-
                                     income            Distributable            distributable
                                  statement                 reserves                 reserves         Total
Credit impairment
adjustments
- release of general                 1 717                                                           1 717
provision
- additional specific                 (585)                    (963)                                (1 548)
impairments
- creation of portfolio             (1 132)                                                         (1 132)
impairment
- transfer to general risk                                     (585)                     585
reserve
                                                             (1 548)                     585          (963)
Taxation                                                        464                     (175)          289
                                                             (1 084)                     410          (674)
Attributable to minority                                         42                                     42
shareholders
                                                             (1 042)                     410          (632)
Fair-value adjustments
- revaluation of                                               (449)                                  (449)
held-for-trading
portfolios
- revaluation of                                                                          28            28
available-for-sale
portfolios
- non-qualifying foreign                                       (451)                                  (451)
exchange hedges
                                                               (900)                      28          (872)
Taxation                                                        139                       (8)          131
                                                               (761)                      20          (741)
Total impact at 1 January                                    (1 803)                     430        (1 373)
2003



The total impact of fair-value adjustments at 1 January 2003, while not expected
to change materially, will only be finalised at 31 December 2003.



Impact on reserves for the period ended 30 June 2003


                                          Current                                            Non-
                                           income           Distributable           distributable
                                        statement                reserves                reserves      Total
Impact on core earnings
Credit impairment adjustments
- release of specific                        128                                                        128
impairments
- additional portfolio                       (47)                                                       (47)
impairments
                                              81                                                         81
Taxation                                     (24)                                                       (24)
                                              57                                                         57
Attributable to minority                      (1)                                                        (1)
shareholders
                                              56                                                         56
Fair-value adjustments
Revaluation of held-for-trading              363                                                        363
portfolios
Taxation                                    (101)                                                      (101)
                                             262                                              (2)       262
Attributable to minority                       8                                                          8
shareholders
                                             270                                              (2)       270
Total impact on core earnings                326                                                        326
Impact on headline earnings
- revaluation of                                                                              (2)        (2)
available-for-sale portfolios
- impairment of Dimension Data               (84)                                                       (84)
plc
- non-qualifying foreign                    (232)                                                      (232)
exchange hedges
Total impact on headline                    (316)                                                      (316)
earnings
Total impact for the six months               10                                              (2)         8



Credit impairment adjustments



* Specific advances impairments



AC133 introduces a fundamental shift in the manner in which specific impairments
are determined in that it requires the present value of future cash flows to be
calculated for all advances that are considered to be impaired. The difference
between the present value of those future cash flows and the net carrying value
is recognised as an impairment. As the anticipated cash flows in respect of
impaired advances were not previously discounted, this results in an increase in
the specific impairment for doubtful advances.



* General provisions/portfolio impairments



Prior to the implementation of AC133 a general provision for bad debts of 0,8%
of total advances, equal to or in excess of the regulatory minimum provision,
was carried to cover expected defaults inherent in the performing advances book.
Under AC133 the credit risk premium included in interest rates charged is
expected to offset future losses inherent in the portfolio of performing
advances. Therefore a revised general provision (now called a portfolio
impairment) is required only to the extent that the originally anticipated risk
profile has deteriorated.



In determining the portfolio impairment against performing advances that are not
considered to be individually impaired, expected default rates are applied to
all future cash flows. Discounting these expected cash flows to present value
results in a significant decrease in the required new portfolio impairment, as
compared with the previous general provision. The previous general provision of
R1,7 billion has therefore been released to create the new portfolio impairment
of R1,1 billion.



The determination of the required portfolio impairment is dependent on accurate
credit-risk-pricing models. Nedcor's current risk-pricing models are under
constant refinement as the banking industry moves towards the implementation of
the Basle II requirements in 2005. Nedcor has determined that it is appropriate,
in current circumstances, to carry a portfolio impairment approximating 0,5% of
performing advances.



The regulations to the Banks Act still require that minimum general- and
specific-provision levels are held. This requirement is met by supplementing the
new portfolio impairment with a general risk legal reserve created by
reallocating distributable reserves to non-distributable reserves.



Fair-value adjustments



AC133 requires all financial instruments to be reclassified. Nedcor has
accordingly reclassified the bulk of its financial assets and liabilities as
'originated loans' and 'non-trading liabilities', which continue to be carried
at original or amortised cost. The remainder are dealt with as follows:



* Held-for-trading portfolios



AC133 requires certain financial instruments to be measured at their fair value.
This includes all derivatives and instruments held for trading purposes. In
addition, in terms of the statement Nedcor has elected to designate certain
financial instruments at fair value in order to reflect the match between such
items and their hedge. The fair-value adjustments at 1 January 2003 required in
respect of the above financial instruments are recognised as an adjustment to
opening retained income and thereafter in the income statement.



* Embedded derivatives



An embedded derivative arises when derivatives are a component of a financial
instrument in such a way that the cash flows in respect of the instrument vary
in a similar way to a standalone derivative. In certain circumstances embedded
derivatives are accounted for separately at their fair value.



* Internal transactions



Prior to AC133 common local and international banking practice was to recognise
internal hedging derivatives. Risks were pooled, and managed centrally at a
bankwide level. AC133 prescribes the accounting treatment for hedges and
accordingly banks have been required to reconsider the accounting treatment of
internal hedges. Nedcor has identified and eliminated all internal transactions,
thereby reflecting external derivatives only.



* Available-for-sale portfolios



Financial assets are classified as available-for-sale where the intention,
origination and designation of the instrument do not fall within the ambit of
the other asset classifications. Available-for-sale instruments are typically
assets that are held for a longer period and in respect of which short-term
fluctuations in value do not affect Nedcor's hold or sell decision. Nedcor has
elected to recognise fair-value gains and losses on these instruments directly
in equity. However, when available-for-sale equity instruments are determined to
be impaired to the extent that the fair value declines below its original cost,
as is the case with Nedcor's investment in Dimension Data plc, the resultant
losses are recognised in the income statement.



* Non-qualifying foreign exchange hedges



Items that were hedged with forward exchange contracts have in certain cases in
the past been recognised at the forward rate to reflect their hedged nature. In
terms of AC133 all derivatives, including forward exchange contracts, are
recognised at their fair value. Some structured transactions originating from
NIB did not qualify as hedges under AC133 and the necessary adjustments at 1
January 2003 are recognised in opening retained income and thereafter in the
income statement.



Merger and integration update



A presentation was given to analysts and the media and was issued on SENS on 23
July 2003. This is available on Nedcor's website at www.nedcor.com.



Nedcor's strategic intent in its merger with BoE was to lay the foundation for
future earnings growth by consolidating market shares and leveraging off its
technology platform. Nedcor also used the opportunity to consolidate its
organisational and regulatory structure and rationalise its brands.



Management is pleased with the overall merger progress and confident of
achieving the original financial targets that were set, ie R660 million in
annual operational synergies in addition to the capital and funding efficiencies
already achieved (in total R905 million before taxation). Planned synergy
benefits of R190 million (on an annualised basis) have been implemented relative
to a forecast of R90 million for the half-year to June 2003. This translates
into actual merger savings for the half-year (a R62 million cost reduction and a
R7 million increase in income).



Once-off merger costs are projected to exceed the initial target of R710 million
by R158 million, mainly as a result of additional information technology spend
and the complexity of migration initiatives. The achievement of synergy benefits
can be accelerated by investing more by way of once-off merger costs, and this
will be done in the second half of this year.



Progress to date indicates that the group is likely to meet the synergy targets,
and in a number of areas it is achieving these synergies earlier than initially
expected. The detailed plans for the key initiatives are being rigorously
monitored and tracked, and are generally on target or ahead of initial targets.



Merger process and key features



As the merger is complex and detailed, the process is highly structured.
Importantly, however, a key objective is to ensure continuity of service to
clients. During the merger and restructuring (M&R) process Nedcor will continue
to service its clients to the highest standards possible and to keep staff
disruption to a minimum.



Key features of the merger planning process are the detailed tracking and
measurement of all processes, including 111 merger initiatives, the adherence to
sound governance standards and the auditing of all activities to ensure proper
reporting.



The merger also follows a logical sequence, with divisions having been
prioritised for conversion depending on the functions they perform, the
complexity of the conversions, the potential to extract early synergies and
dependencies on other divisions.



Milestones



The M&R activities that have been completed to a large extent are:

* the Legal Day One process on 1 January 2003 - where the banking licences of
Nedbank, BoE, CoGHB, NIB and Peoples Bank were consolidated into two licences
and the banks were formally merged - went according to plan;

* the first three business unit integrations, ie the treasuries of Nedbank,
CoGHB, NIB and BoE, the transfer of retail clients within CoGHB and the
integration of the Capital Markets Division were finalised;

* the group risk management processes have been consolidated; and

* the merger support infrastructure was put in place to ensure fair and proper
human resource processes, adequate communication to staff and clients, the
availability of financial information and smooth client migration processes.

Other integration successes over the past year included:

* rationalisation of the asset management business, with Quaystone set up as an
empowerment asset manager;

* restructuring of the wealth management and private banking businesses and the
creation of a joint venture with Old Mutual to focus on private clients;

* the conclusion of agreements to realise over R1 billion from non-core assets,
mainly the sale of Canal Walk (still conditional); and

* the integration of all ATM and point-of-sale operations into a single
operation.



Financial effect



The table below illustrates the estimated value to be added through the merger
process relative to the baseline set in 2002 (please note that these are not
income statement effects but estimates of value added in 2002 rand terms):




                                 Merger value added
                         (R'm annualised run rate pre tax)
                                      2002                          2003
                                                                       Fore-
                          Plan           Actual         Plan           cast
Operational synergies                                   90             293
Funding efficiency (1)    30             30             125            125
Capital efficiency (2)    30             30             120            120
Once-off costs  (3)       (100)          (91)           (225)          (436)
Total value added         (40)           (31)           110            102




                                        Merger value added
                                 (R'm annualised run rate pre tax)
                                   2004                         2005
                                       Fore-                     Fore-           Steady
                       Plan            cast         Plan         cast            state (4)
Operational synergies  400             563          660          638             660
Funding efficiency (1) 125             125          125          125             125
Capital efficiency (2) 120             120          120          120             120
Once-off costs  (3)    (175)           (341)        (210)
Total value added      470             467          695          883             905





Note 1 Funding efficiency arises from the fact that, at the time of the merger,
BoE was paying, on aggregate, approximately 25 basis points for liabilities
above Nedbank's funding rate. This funding premium has been eliminated
subsequent to the merger.

Note 2 R4 billion of the acquisition price was financed with debt at an
after-tax cost of 9,5%, relative to BoE's earnings yield at the time of the
acquisition of 12,5%. The acquired earnings therefore exceeded the cost of the
capital deployed.

Note 3 Once-off costs are being incurred quicker than anticipated because the
merger is being implemented ahead of schedule. There are no once-off merger
costs anticipated for 2005.

Note 4 'Steady state' implies recurring annual synergies.



Financial services charter



Nedcor is working with the Banking Council and the rest of the industry to
develop an empowerment charter for the banking sector. We support these
initiatives and believe that, if implemented correctly, they will be of great
benefit to our country.



Prior to this process Nedcor had undertaken a major empowerment transaction with
the establishment of Peoples Bank and has subsequently undertaken a number of
other empowerment initiatives. Some of the key initiatives are:

* Quaystone Asset Management

* Tirelo Corporate Finance

* Laetoli Business Solutions



Strategy



Nedcor's strategy is to focus on banking and related financial services in
southern Africa, where we see strong growth opportunities, and the merger with
BoE was in line with this strategy. We have a strong market presence in
corporate and business banking. Historically, we have had a weaker presence in
the retail market. Our joint ventures with best-of-breed retailers such as Pick
'n Pay and the JD Group, as well as our focus on increasing bancassurance
revenues, are designed to expand our presence in this market.



Our strategy in Africa is to focus on banking and trade finance in the Southern
African Development Community region in particular, while our international
platform helps to service our clients' needs abroad.



We believe technology is a strong factor in banking and we shall continue to
strive to be a low-cost producer. Our international outsourcing initiative is
built on our technology platform and serves to lower technology costs while
utilising excess capacity.



Prospects



Nedcor started its three-year integration process in the second half of 2002,
and the past six months have been challenging for the group. A merger of this
size is complex and demanding and requires constant tracking and monitoring to
ensure its success. The group is currently on track with these plans and in some
areas ahead of schedule.



We are heartened by this progress and shall continue, where possible, to
accelerate the integration in order to realise the targeted merger synergies at
the earliest possible date.



We have confidence in our ability to gain the targeted operational synergies of
R660 million each year. These operational synergies, together with the capital
and funding efficiencies already achieved, will total R905 million (in 2002 rand
terms), before taxation, in benefits for the group each year from 2006 onwards.



Our current priorities are to realise these synergies, bed down the merger,
lower our funding cost, continue to deliver good service to our clients and
provide a sound environment for our staff. Together with our strong,
well-provisioned balance sheet and the expectation that synergy benefits should
escalate from 2004 onwards, we look forward to seeing a return to satisfactory
earnings growth as the three-year integration progresses.



Dividend



Notice is hereby given that an interim dividend of 205 cents per ordinary share
has been declared in respect of the six months ended 30 June 2003.



Trading in the STRATE environment requires settlement within five business days.
In accordance with the settlement procedures of STRATE, Nedcor has determined
the last day for trading to participate in the final dividend to be Friday, 29
August 2003. The shares will commence trading ex dividend on Monday, 1 September
2003, and the record date will be Friday, 5 September 2003. Payment will be made
on Monday, 8 September 2003.



Share certificates may not be dematerialised or rematerialised between Monday, 1
September 2003, and Friday, 5 September 2003, both days inclusive.



For and on behalf of the board
CF Liebenberg                        RCM Laubscher
Chairman                             Chief Executive

28 July 2003


Registered office                                    Transfer secretaries
Nedcor Sandton                                       Computershare Limited
135 Rivonia Road                                     70 Marshall Street
Sandown, 2196                                        Johannesburg, 2001
PO Box 1144                                          PO Box 1053,
Johannesburg, 2000                                   Johannesburg , 2000





Directors

CF Liebenberg (Chairman), PG Joubert (Deputy Chairman), Prof MM Katz
(Vice-chairman), RCM Laubscher

(Chief Executive), CJW Ball, TA Boardman, Dr IJ Botha, WAM Clewlow, RG Cottrell,
BE Davison, N Dennis (British), Prof B Figaji, BJS Hore, MJ Levett, JB Magwaza,
ME Mkwanazi, SG Morris, DGS Muller, ML Ndlovu, PF Nhleko, TH Nyasulu, JVF
Roberts (British), AA Routledge, CML Savage, JH Sutcliffe (British)



Company Secretary: GS Nienaber

Nedcor Limited

Reg No: 1966/010630/06

Share code: NED

ISIN code: ZAE000004875







Financial overview


                                                                       Unaudited       Unaudited         Audited
                                                                          30 Jun          30 Jun          31 Dec
                                                                           2003*            2002            2002
Selected returns
Headline earnings (Rm)                                                       661           1 524           2 585
Headline earnings per share (cents)                                          244             630           1 022
Core earnings (Rm)+                                                        1 530           1 560           3 366
Core earnings per share (cents)+                                             565             645           1 330
Return on average shareholders' funds (%)+                                  18,5            21,4            21,9
Return on average assets (%)+                                               1,20            1,73            1,57
Non-interest revenue to total income (%)+                                   54,9            48,5            52,4
Efficiency ratio (%)+                                                       59,0            53,4            55,4
Net interest income to interest-earning assets (%)                          2,59            3,05            2,88
Doubtful-debt provisions to total advances (%)                             3,3**             3,0             3,1
Balance sheet
Total shareholders' equity (Rm)                                           18 099          16 593          20 122
Deposits, current accounts and other creditors (Rm)                      280 904         178 224         235 449
Advances and other debtors (Rm)                                          246 162         153 413         201 539
Total assets (Rm)                                                        315 703         200 701         273 784
Assets under management (off balance sheet) (Rm)                          94 218          37 119         124 342
Capital adequacy (%)                                                        10,1            11,2            11,0
Capital ratio - tier 1 (%)                                                   6,3             9,0             7,0
Share statistics
Number of shares in issue (m)                                              274,7           246,9           270,6
Weighted average number of shares (m)                                      270,8           241,9           253,0
Earnings per share (cents)                                                   130             305             389
Fully diluted weighted average number of shares (m)                        271,0           242,9           254,5
Fully diluted headline earnings per share (cents)                            244             627           1 016
Dividends per share declared (cents)                                         205             205             515
Dividend cover (times)+                                                      2,8             3,1             2,6
Share price (cents)                                                        8 950          11 700          11 110
Price-earnings ratio (historical)                                           14,1             7,4            10,9
Market capitalisation (Rbn)                                                 24,6            28,9            30,1



+ Based on core-earnings calculation, which excludes all translation losses and
exceptional items.

* 30 June 2003 results have been prepared on an AC133 basis of accounting.

** Based on impairment provision (AC133) and advances excluding gross-up of
derivatives.





Balance sheet
                                                                       Unaudited       Unaudited         Audited
                                                                    30 Jun 2003*     30 Jun 2002     31 Dec 2002
                                                                              Rm              Rm              Rm
Assets
Cash and short-term funds                                                  9 401          15 221          16 607
Other short-term securities                                               19 542           9 210          14 987
Government and public sector securities                                   16 669          11 448          14 647
Advances and other debtors                                               246 162         153 413         201 539
Deferred-taxation asset                                                      702             282             690
Current taxation prepaid                                                     399             200             421
Insurance assets                                                           7 004                           7 891
Investments
  Investments in associate companies                                       1 424           1 746           1 504
  Other investments                                                        5 088           3 310           5 429
Property and equipment                                                     3 375           2 012           2 854
Intangible assets:
  Computer software and capitalised development costs                        986           1 331           1 638
  Goodwill                                                                 4 129           1 458           4 457
Customers' indebtedness for acceptances                                      822           1 070           1 120
Total assets                                                             315 703         200 701         273 784
SHAREHOLDERS' EQUITY AND LIABILITIES
Ordinary share capital                                                       271             243             271
Ordinary share premium                                                     4 625           1 904           4 536
Non-distributable reserves                                                   484             634             216
Distributable reserves                                                     9 447          12 292          12 023
Ordinary shareholders' equity                                             14 827          15 073          17 046
Minority shareholders' interest
  Attributable to ordinary shareholders                                    1 157           1 520           1 089
  Attributable to preference shareholders                                  2 115                           1 987
Total shareholders' equity and minority interest                          18 099          16 593          20 122
Deposit, current accounts and other creditors                            280 904         178 224         235 449
Deferred-taxation liabilities                                              1 249           1 577           1 451
Current taxation liabilities                                                 178             137             183
Insurance funds                                                            7 004                           7 891
Long-term debt instruments                                                 7 447           3 100           7 568
Liabilities under acceptances                                                822           1 070           1 120
Total shareholders' equity and liabilities                               315 703         200 701         273 784
Guarantees on behalf of customers excluded from assets                    10 703          10 161          11 966







AC133: balance sheet classification
                                                                                Unaudited 30 June 2003
                                                                                             Rm              Rm
Marked-to-market                                                                         88 551          52 136
Held for trading (IS)                                                                    85 898          52 136
Available for sale (equity)                                                               2 653
Amortised cost                                                                          227 152         245 468
Originated loan                                                                         215 259
Held to maturity                                                                          1 280
Non-trading liabilities                                                                                 244 041
Other                                                                                    10 613           1 427
Shareholders' funds                                                                                      18 099
                                                                                        315 703         315 703





AC133: impact on total assets
                                                                                                            Unaudited
                                                                                                         30 June 2003
                                                                                                                   Rm
Total assets at 30 June 2003 pre-AC133                                                                        270 523
AC133 adjustments:                                                                                             45 180
  Deduct: Impairments to advances                                                                               (882)
  Add: Bonds and securities gross-up                                                                            5 563
  Add: Advances gross-up                                                                                        2 871
  Add: Derivative gross-up                                                                                     37 036
  Add: Fair-value adjustments                                                                                     592
Total assets post-AC133                                                                                       315 703





Income statement


                                                               Unaudited            Unaudited          Audited
                                                            30 Jun 2003*          30 Jun 2002      31 Dec 2002
                                                                      Rm                   Rm               Rm
Interest income                                                   14 669                9 575           23 822
Interest expense                                                  11 180                6 718           17 522
Net interest income                                                3 489                2 857            6 300
Non-interest revenue                                               4 239                2 690            6 929
Foreign exchange translation losses                                (735)                (436)          (1 011)
Total income                                                       6 993                5 111           12 218
Impairment of advances                                               891
Specific and general provisions raised                                                    560            1 778
Exceptional general provision reversed                                                  (400)            (400)
Income after specific and general provisions                       6 102                4 951           10 840
Operating expenses                                                 4 562                2 962            7 334
Merger and reorganisation expenses                                   134                                   193
Profit from operations before exceptional
capital items                                                      1 406                1 989            3 313
Exceptional capital items                                          (309)                (926)          (1 793)
  Net capital loss on investment in
Dimension Data                                                      (84)                (830)          (1 080)
  Amortisation and impairment of goodwill                          (209)                 (96)            (501)
  Loss on sale of investments and operations                        (16)                                  (58)
  Merger and reorganisation costs                                                                         (35)
  Impairment of investments and of
property and equipment                                                                                   (119)
Profit from operations                                             1 097                1 063            1 520
Attributable earnings of associates                                   70                   92              162
Profit before taxation                                             1 167                1 155            1 682
Taxation                                                             592                  404              580
Taxation: Merger and reorganisation costs                                                                 (23)
Taxation: Exceptional capital items                                                     (140)            (192)
Profit after taxation                                                575                  891            1 317
Minority interest attributable to ordinary
shareholders                                                        (90)                (153)            (333)
Minority interest attributable to preference
shareholders                                                       (133)
Income attributable to shareholders                                  352                  738              984






                                                               Unaudited            Unaudited          Audited
                                                            30 Jun 2003*          30 Jun 2002      31 Dec 2002
                                                                      Rm                   Rm               Rm
Core earnings pre-AC133                                            1 204                1 560            3 366
AC133 impact on earnings                                             326
Core earnings                                                      1 530                1 560            3 366
Deduct:                                                              869                   36              781
Translation losses                                                   735                  436            1 011
Merger and reorganisation costs                                      134                                   193
General provision reversal                                                              (400)            (400)
Tax on merger and reorganisation costs                                                                    (23)
Headline earnings                                                    661                1 524            2 585
Deduct:                                                              309                  786            1 601
Exceptional capital items                                            309                  786            1 793
Tax on exceptional capital items                                                                         (192)
Income attributable to shareholders                                  352                  738              984







Segmental analysis
                                    Unaudited        Unaudited          Audited
                                 30 Jun 2003*      30 Jun 2002      31 Dec 2002
                                           Rm                %               Rm          %         Rm        %
Nedbank Corporate                       1 801              117            1 051         67      2 057       61
  Banking business                        950               61              684         44      1 297       39
  - Corporate Banking                     346               22              388         25        745       22
  - Business Banking                      384               25              195         12        182        6
  - Property Finance                      158               10               75          5        298        9
  - Imperial Bank                          62                4               26          2         72        2
Investment banking and                   (71)              (5)              177         12        407       12
advisory
Treasury                                  826               54              118          8        214        6
International                              96                6               72          5        139        4
  - Africa                                 61                4               60          4        125        4
  - Asia and Europe                        35                2               12          1         14        -
Peoples Bank                               80                5              118          7        272        8
Retail & Wealth management                259               17              228         15        597       18
  - Retail Banking                        197               13              183         12        423       13
  - Wealth management                      41                3               21          1        118        3
  - Gerrard Private Bank                   21                1               24          2         56        2
T&O investments                           (7)                               (2)                  (32)      (1)
BoE funding                             (266)             (17)                                  (254)      (8)
Shared services, funding
and group operations                    (337)             (22)              165         11        726       22
Core earnings                           1 530              100            1 560        100      3 366      100
Adjusted for translation
losses
and exceptional items                   (869)                              (36)                 (781)
Headline earnings                         661                             1 524                 2 585
By geography
  South Africa                          1 252               82            1 286         82      2 830       84
  Rest of Africa                           67                4               90          6        272        8
  Rest of the world                       211               14              184         12        264        8
Core earnings                           1 530              100            1 560        100      3 366      100



The segmental analysis is primarily based on management operating reports and
ignores boundaries of the legal entities. Comparative figures are restated,
where necessary, to afford a proper comparison. Capital is allocated to segments
based on the related risk-weighted assets in terms of the Banks Act
classifications and weightings. The aspects of capital allocation and transfer
pricing of support costs between segments are under regular review



Statement of changes in ordinary

shareholders' equity
                                                               Unaudited           Unaudited           Audited
                                                            30 Jun 2003*         30 Jun 2002       31 Dec 2002
                                                                      Rm                  Rm                Rm
Ordinary share capital                                               271                 243               271
Balance at beginning of period                                       271                 242               242
Shares issued during period                                            3                   2                27
Sale of treasury shares by subsidiary                                                                        3
Shares acquired by subsidiary                                        (3)                 (1)               (1)
Ordinary share premium                                             4 625               1 904             4 536
Balance at beginning of period                                     4 536               1 326             1 326
Shares issued during period                                          370                 726             2 924
Share issue expenses                                                                                       (9)
Sale of treasury shares by subsidiary                                                                      453
Shares acquired by subsidiary                                      (281)               (148)             (158)
Non-distributable reserves (NDR)                                     484                 634               216
Reserves not available for distribution                               31                 122                97
  Balance at beginning of period                                      97                 166               166
  Transfer from distributable reserves                               290                 262               263
  Release of reserves previously not available                     (356)               (306)             (332)
Foreign currency translation reserve                               (112)                 363              (28)
  Balance at beginning of period                                    (28)                 383               383
  Foreign currency translation
differences for current period                                      (84)                (20)             (411)
Available for sale reserve                                            18
  AC133 transitional adjustment                                       20
  Current-period movement                                            (2)
General risk reserve                                                 410
  Transfer from distributable reserves                               410
Other                                                                137                 149               147
  Balance at beginning of period                                     147                 154               154
  Transfer (to)/from distributable reserves                                                               (17)
  Other                                                             (10)                 (5)                10




DISTRIBUTABLE RESERVES                                             9 447              12 292            12 023
Balance at beginning of period                                    10 630              12 559            12 559
  Balance at beginning of period as
previously stated                                                 12 023              12 577            12 577
  Change in accounting policy                                                           (18)              (18)
  AC133 transitional adjustment                                  (1 393)
Net profit for the year                                              352                 738               984
Transfer to NDR - Reserves not available
for distribution                                                   (290)               (262)             (263)
- General risk reserve                                             (410)
- Other                                                                                                     17
Dividends paid to ordinary shareholders                            (839)               (748)           (1 282)
Other movements                                                        4                   5                 8
Total ordinary shareholders' equity                               14 827              15 073            17 046







AC133: reserve adjustments
                                                                                                            Unaudited
                                                                                                         30 June 2003
                                                                                                                   Rm
Distributable reserves
Impairment of advances                                                                                          (963)
Fair-value adjustments                                                                                          (900)
Taxation                                                                                                          428
Minority interest                                                                                                  42
AC133 transitional adjustment                                                                                 (1 393)
Transfer to general risk provision                                                                              (410)
Total adjustment to distributable reserves opening balance                                                    (1 803)
NDR - available for sale reserve
Fair-value adjustments                                                                                             28
Taxation                                                                                                          (8)
Total adjustments to non-distributable reserves opening balance                                                    20







Cash flow statement
                                                                Unaudited           Unaudited           Audited
                                                             30 Jun 2003*         30 Jun 2002       31 Dec 2002
                                                                       Rm                  Rm                Rm
Cash flows from operating activities                                1 505               1 548             3 746
  Cash received from clients                                       17 745              11 528            29 326
  Cash paid to clients, employees and suppliers                  (15 472)             (9 297)          (24 471)
  Dividends received                                                   71                  65               173
  Dividends paid                                                    (839)               (748)           (1 282)
Net (increase)/decrease in operating funds                        (9 659)               3 389               802
Taxation paid                                                       (307)               (311)             (765)
Net cash utilised in investing activities                           1 287               (237)           (6 456)
Net cash provided by financing activities                            (32)               (146)             8 302
Net proceeds of ordinary shares issued                                 89                 583             3 240
Net proceeds of preference shares issued                                                                  1 987
Net (decrease)/increase in subordinated debt                        (121)               (729)             3 075
Net (decrease)/increase in cash and
short-term funds                                                  (7 206)               4 243             5 629
Cash and short-term funds at beginning
of period                                                          16 607              10 978            10 978


Cash and short-term funds at end of period                               9 401           15 221          16 607





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