Wrap Text
DSY - Discovery Holdings Limited - Unaudited interim results and cash dividend  
declaration for the six months ended 31 December 2010                           
DISCOVERY HOLDINGS LIMITED                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1999/007789/06)                                           
ISIN: ZAE000022331                                                              
Share Code: DSY                                                                 
UNAUDITED INTERIM RESULTS AND CASH DIVIDEND DECLARATION FOR THE SIX MONTHS      
ENDED 31 DECEMBER 2010                                                          
Highlights                                                                      
Normalised headline earnings increase to R941 million up 25%                    
Normalised profit from operations increase to R1 332 million up 28%             
New business API R3 747 million up 15%                                          
Interim dividend 42 cents per share up 27%                                      
Introduction                                                                    
Discovery posted strong results for the six-month period to 31 December 2010.   
While the period under review was complex, impacted by both the financial       
crisis and the considerable policy debates that affect the markets in which     
Discovery operates, the performance across Discovery`s businesses was           
pleasing. Notably, during this period, the South African economy started to     
stabilise and consumer confidence increased. Discovery is strongly of the view  
that South Africa has made considerable progress on a number of important       
fronts and remains excited and optimistic about the country`s future.           
Discovery continues to be focused on playing a positive leadership role in      
South Africa.                                                                   
Over the last 12 months, and particularly during the six-month period under     
review, Discovery focused on achieving growth in three key strategic areas:     
1. In Discovery`s South African businesses, quality, growth and innovation      
were the important areas of focus. In the context of Discovery Health, this     
enabled us to balance the natural tension that exists between offering access   
to best quality care and affordable premiums, and ensuring sustainable growth.  
For Discovery Life, this manifested in a significant reduction in lapse rates   
and superior mortality and morbidity experience. Vitality experienced           
significant increases in levels of engagement, thereby further entrenching      
Vitality`s role as a differentiator through its integration capability and      
ability to improve mortality and morbidity experience. Discovery Invest         
continued to strengthen its position in the retail investment space with new    
product designs and platforms.                                                  
2. In Discovery`s international businesses, a step-change in strategy was       
employed to achieve scale, profitability and relevance - with a focus on        
leveraging Discovery`s unique intellectual property and capabilities to         
organically build businesses with minimal exposure to capital downside. In      
particular, the acquisition of Standard Life Healthcare, the significant work   
done within PruHealth and the continued successful roll-out of PruProtect,      
have created a business of significant size and potential in the United         
Kingdom. Furthermore, the important transaction concluded with Humana Inc.      
(Humana) in the United States and the acquisition of 20% of Ping An Health in   
China, provide considerable upside potential without significant capital risk.  
3. A continued focus on building new businesses based on the unique business    
model of Discovery in the South African market.                                 
The results of these strategies were pleasing:                                  
- Normalised operating earnings, excluding the once-off effects of the          
Standard Life Healthcare acquisition, increased by 28% from                     
R1 044 million to R1 332 million.                                               
-  Total new business production increased by 15% from R3 246 million to R3     
747 million and the embedded value increased by 15% from R21 billion to R24     
billion.                                                                        
- Notably, focus on all aspects of the Group`s quality was reflected in         
strong, positive non-economic experience variances.                             
Discovery Health                                                                
Discovery Health`s performance exceeded expectation. Despite the previous       
period`s high base, new business grew strongly by 10% and operating profits     
increased by 12% from R555 million to R619 million. The total medical scheme    
membership managed by Discovery Health increased by 12% to 2.5 million lives.   
Discovery Health operates in a unique and complex environment in which          
clinical, actuarial, technological and regulatory factors coalesce. It is       
Discovery Health`s role to navigate these complexities and ensure access to     
quality healthcare on a sustainable basis. To achieve this during the period    
under review, continued focus was applied by Discovery Health to developing     
benefit plans, provider networks, healthcare management capabilities, and       
technological platforms that improve the journey of its medical scheme members  
under management in the healthcare system. The results were positive: the       
Discovery Health Medical Scheme, the largest open medical scheme in South       
Africa, posted the lowest contribution rate increase among major medical        
schemes and grew membership by 10%; lapses reduced to the lowest levels yet     
experienced; and importantly, almost 98% of members maintained or increased     
their benefit choices with only 2% buying down benefits in 2011.                
A fundamental goal of Discovery Health is to improve access to private          
healthcare for the low-income sector of the population and the progress made    
was excellent. Membership of the Discovery Health Medical Scheme`s plan series  
for this market, KeyCare, grew by 34% to 340 000. As at December 2010, the      
scale of KeyCare was equivalent to the third largest medical scheme in the      
country. During the period, Discovery Health also achieved considerable         
success with products designed to close gaps in healthcare coverage. For        
example, significant take-up was achieved by the Medical Savings Booster,       
which enables members to channel discounts on HealthyFoodTrade Mark purchases   
at Pick n Pay towards funding gaps in cover. In addition, a number of           
important innovations were rolled out that are aimed at reducing the cost of    
care and member out-of-pocket exposure and improving both the quality of care   
and the member`s experience in the healthcare system. To facilitate this,       
significant investment was made in Discovery Health`s technology platforms and  
risk management assets, such as electronic patient records and the development  
of a coordinated care model to manage complex cases. Discovery MedXpress is     
also being rolled out so that medical scheme members can enjoy the benefit of   
direct, same-day delivery of medicine, while enabling Discovery Health to       
manage formularies and quality of compliance. The combination of these          
initiatives enables Discovery Health to offer members lower price points per    
unit of benefit chosen.                                                         
Discovery Health is determined to improve the quality of the South African      
healthcare system for all South Africans. In this regard, Discovery Health is   
committed to contribute to the successful implementation of a National Health   
Insurance system for South Africa, while also ensuring the sustainability and   
strength of the private healthcare sector as an integral part of the overall    
national healthcare system.                                                     
Discovery Life                                                                  
Discovery Life`s performance was pleasing, with operating profit growing by     
14% from R675 million to R768 million, new business increasing by 6% from R782  
million to R832 million and the value of in-force business increasing by 14%    
from R8.4 billion to R9.6 billion. Notably, the positive non-economic           
experience variances in the embedded value illustrate the quality of the        
business being transacted and how it is being managed. As stated, considerable  
focus was applied to the quality of the business, specifically new business,    
lapse rates, mortality and morbidity experience, as well as capital             
utilisation and return on capital:                                              
1. In the context of new business, exposure to categories that have             
historically generated high levels of lapses was reduced, such as the curbing   
of internal replacements and the re-pricing of business assurance. The effect   
of this was to increase the quality of new business but moderate its growth.    
Notably, adjusting for the impact of these categories resulted in new business  
growth on a like-for-like basis of 16%.                                         
2. Discovery Life recorded a significant reduction in policy lapses to below    
the embedded value assumptions set for 2011. This has been an important         
strategy given the industry`s escalated levels of lapses during the economic    
slow-down. The strategies employed have illustrated the importance of           
Discovery`s integrated model and the benefits of policyholders` engagement in   
Vitality, with significantly lower levels of lapses being observed for engaged  
policyholders compared to policyholders who are not engaged.                    
3. The mortality and morbidity levels were better than expected, illustrating   
the quality of the business model. Importantly, the benefits of Discovery`s     
integrated product strategy appear to be having a positive effect on selective  
lapsation - the mortality and morbidity experience has been improving with      
policy duration and is an important factor in the sustainability and            
profitability of the business going forward.                                    
4. Continued focus was applied to the company`s business model to ensure        
capital efficiency. As stated at the previous announcement, a unique model      
utilising Discovery Life`s negative Rand reserve as an asset to back capital    
bonds sold by Discovery Invest, has proved to be particularly successful. In    
addition to this, other areas of capital efficiency were achieved. Going        
forward, it is expected that the company`s capital requirements will be         
reduced by R3 billion. The combination of these initiatives will be to          
increase the return on capital of the business by 3% to 5%.                     
Discovery Invest                                                                
Discovery Invest`s performance exceeded expectation in all respects, with       
strong new business growth and mix as well as fund performance driving          
profitability. New business increased from R334 million to                      
R397 million and for the period under review, operating profit of               
R44 million was generated compared to the operating loss of R24 million during  
the comparative period. Discovery Invest`s strategy has been to focus on the    
retail long-term savings market and to provide unique added value to consumers  
investing in an open architecture environment that offers investors             
considerable choice and investment performance. During the period under         
review, this strategy was maintained through, for example, the development of   
the Guaranteed Escalator Annuity and the Classic Flexible Investment Plan -     
both product constructs aimed at providing unique types and levels of           
protection to customers:                                                        
- The Guaranteed Escalator Annuity allows investors to access the benefits of   
an equity-linked annuity such as fund choice flexibility, flexible withdrawal   
rates and capital transfer on death, with the added features of a fixed         
annuity, which provides guaranteed levels of income and longevity protection.   
- The Classic Flexible Investment Plan offers investors access to the           
traditional Linked Investment Service Provider (LISP) platform with over 170    
funds, but with protection against poor fund performance, inappropriate         
performance fees, mortality protection and protection against capital gains     
tax liability.                                                                  
These products provide enhanced exposure to the two biggest retail market       
segments for Discovery Invest.                                                  
The excellent investment performance achieved by the Discovery Invest funds     
was also noteworthy, with the Discovery Equity Fund and the Discovery Flexible  
Property Fund ranking top of their sectors since inception, and Discovery       
Invest`s Property Fund winning the Raging Bull Award. The combination of these  
factors drove growth in assets under management, with 87% of fund choices       
allocated to Discovery Funds, an important factor in driving profit margins.    
It is anticipated that Discovery Invest will continue to grow in scale,         
quality and profitability.                                                      
Vitality                                                                        
Vitality`s performance was exceptional and its role in product integration,     
engagement and achieving superior levels of mortality and morbidity experience  
accelerated during the period under review. Engagement levels of key Vitality   
benefits increased dramatically with gym membership rising by 20% from 296 116  
to 356 533; HealthyFoodTrade Mark activations exceeding 228 000; and levels of  
engagement across all Vitality categories increasing. Vitality has continued    
its work in understanding the link between engagement with Vitality and         
mortality and morbidity experience from an academic perspective, and the link   
between different incentive types and the effect of complex and simple          
behaviours to establish positive health behaviour. It is this significant       
knowledge and capability that has been used to underpin both Discovery`s local  
and international businesses.                                                   
The DiscoveryCard performed particularly well during the period under review    
and reflected both the quality of Discovery`s client base and the improving     
economic environment. The DiscoveryCard captured 8% of the point-of-sale        
market share and the quality of the credit experience remained above            
expectation. Today, Discovery members spend almost R1 billion per month on      
their DiscoveryCards. An exciting advancement during the period was the         
development of the Discovery Purple Card aimed at providing the higher-end      
market segment with unique value.                                               
PruHealth                                                                       
A change in strategy to achieve scale, relevance and profitability for          
PruHealth, delivered positive results during the period under review. Firstly,  
the acquisition of Standard Life Healthcare accelerated Discovery`s strategy    
in the United Kingdom, with the transaction providing immediate scale in the    
Private Medical Insurance market, as well as the opportunity for Discovery to   
increase its shareholding in both PruHealth and PruProtect, from 50% to 75%.    
As part of the Standard Life Healthcare acquisition, Discovery secured long-    
term access to Prudential plc`s brand and life fund in the United Kingdom,      
which is important to the competitive position of both PruHealth and            
PruProtect. Secondly, considerable work was undertaken to manage the key value  
drivers of the PruHealth standalone business, with activity intensifying over   
the past six months. The combination of these initiatives resulted in an        
operating profit of R35 million (100% of income), versus a loss of R53 million  
(50% of loss) during the comparative period. New business increased by 90%      
from R165 million to R313 million, and removing the effects of the Standard     
Life Healthcare new business, PruHealth`s new business increased by 35%.        
Importantly, PruHealth`s combined Vitality and claims loss ratio reduced by     
15%, while expense per policy reduced by 27% on a calendar year basis and       
positive lapses and selection were achieved during the period.                  
During the period under review, delivery was taken of the Standard Life         
Healthcare business and the process of integrating it into the PruHealth        
business began. The quality of the asset acquired surpassed expectations, with  
the loss ratio, levels of lapsation and profitability levels exceeding          
expectation. The combination of the management action undertaken within         
PruHealth, and the acquisition of Standard Life Healthcare, has created a       
business with strong fundamental drivers of value and one that represents       
significant prospects for Discovery.                                            
Considerable research and development was also undertaken to develop a unified  
product range that reflects the unique strengths of both businesses. This       
product range was launched during February 2011 and incorporated the            
modularity of Standard Life Healthcare`s previous product range with the        
Vitality integration capability of PruHealth. PruHealth remains confident in    
its ability to transact increased levels of profitable new business via the     
new product range.                                                              
PruProtect                                                                      
PruProtect delivered an excellent operating performance with strong growth in   
both new business and earnings, and industry recognition of its differentiated  
product offerings. New business grew by 44% from                                
R100 million to R144 million and operating losses narrowed to                   
R40 million (100%).                                                             
PruProtect`s strategy is to build a significant life insurance company on a     
similar basis to that of the Discovery Life model to provide unique value to    
customers in the United Kingdom. Given the complexity of the market and its     
capital intensity, it is imperative that the business is built on the basis of  
quality. In this regard, PruProtect exceeded expectations: lapses were lower    
than expected, mortality and morbidity experience were better than expected,    
and the product mix was acceptable. Additionally, given the business`s          
increasing scale, expenses per policy decreased by 57%.                         
The offsetting of negative reserves created by PruProtect against positive      
reserves within Prudential plc`s life fund has enabled PruProtect to achieve    
scale on a relatively light capital basis. The combination of this and the      
strong underlying performance has created a business that is expected to        
achieve superior returns on capital.                                            
During the period under review, PruProtect concentrated on strengthening and    
increasing the breadth of the Independent Financial Advisers distribution       
channel through PruProtect`s franchises. From a product perspective,            
PruProtect was once again recognised as the leading protection provider in the  
United Kingdom, further winning industry awards for its innovative critical     
illness and income protection cover. In addition, work was done on a number of  
different product offerings that will be rolled out during March 2011.          
The Vitality Group                                                              
Over the last few years, Discovery has maintained a small presence in the       
United States via The Vitality Group that develops and markets Vitality to      
large employers and health carriers. Given the uniqueness and potential of      
Vitality, the importance of wellness in a post healthcare-reform environment    
in the United States, and Discovery`s considerable Vitality capabilities, a     
decision was made to accelerate The Vitality Group`s development dramatically.  
This included the expansion of the wellness and reward network, and refinement  
of the clinical and actuarial pathways supporting the programme. Despite a      
relatively insignificant distribution capability, The Vitality Group            
membership grew to 140 000 members by the end of 2010. Importantly, the         
structure of the business minimises Discovery`s exposure to capital and         
earnings risk.                                                                  
To up-scale the business and capitalise on emerging opportunities, Discovery    
concluded a transaction with Humana, the fourth largest health insurer in the   
United States covering 18 million members (comprising                           
10.2 million medical members and 7.1 million ancillary product members). Under  
the terms of the transaction, Humana will capitalise a new entity,              
US-based Humana-Vitality, in which Discovery will hold a 25% stake. Humana-     
Vitality will provide Humana members with access to the Vitality programme,     
which will be tailored to Humana`s product range and markets. Furthermore,      
Humana will acquire a 25% stake in The Vitality Group.                          
The transaction will result in Discovery being able to leverage its unique      
consumer-engaged and integrated health-and-wellness model in the United States  
health insurance market with little capital and no insurance risk, while        
retaining The Vitality Group`s autonomy to pursue the self-insured employer     
wellness market. The greater scale and capital afforded by this structure will  
allow The Vitality Group and Humana-Vitality to considerably enhance the        
existing wellness networks and platforms in the United States.                  
During the period under review, work was also done to operationalise the        
partnership with Wellness and Prevention Inc. (a Johnson & Johnson company),    
in preparation for the 2011 quarter one launch.                                 
Ping An Health                                                                  
Over the past six months, significant work has taken place to operationalise    
Ping An Health, the joint venture between Discovery and the Ping An Group of    
China, the world`s second-largest insurance company. During the period under    
review, the necessary regulatory approvals were received from the Chinese       
Insurance Regulatory Commission. Operationally, the process of transferring     
the necessary product and system capabilities to Ping An Health began, with     
the Discovery team deployed successfully. From a product perspective,           
significant work has taken place to tailor the Discovery capabilities to the    
Chinese market and we remain excited by the potential of the Chinese private    
health insurance market in the long-term.                                       
MI Hilkowitz                         A Gore                                     
Chairperson                          Chief Executive Officer                    
Income statement                                                                
for the six months ended 31 December 2010                                       
R million                  Group      Group      %           Group              
                          Six        Six        change      Year                
                          months     months                 ended               
                          ended      ended                  June                
December   December               2010                
                          2010       2009                   Audited             
                          Unaudited  Unaudited                                  
Insurance premium revenue  5 988       3 278     83          7 860              
Premium revenue from       -           1 865                 1 865              
investment contracts                                                            
transferred to insurance                                                        
contracts                                                                       
Reinsurance premiums       (816)       (592)                 (1 172)            
Net insurance premium      5 172       4 551                 8 553              
revenue                                                                         
Fee income from            1 881       1 592     18          3 380              
administration business                                                         
Investment income           108        106                    239               
Net realised gains on       192        86        123          200               
available-for-sale                                                              
financial assets                                                                
Net fair value gains on     702        326                    276               
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income             685        525       30          1 182              
Net income                 8 740       7 186                 13 830             
Claims and policyholders`  (2 594)     (1 194)               (2 586)            
benefits                                                                        
Insurance claims            573        393                    841               
recovered from reinsurers                                                       
Recapture of reinsurance   (312)      -                      -                  
Net claims and             (2 333)     (801)     (191)       (1 745)            
policyholders` benefits                                                         
Acquisition costs          (1 192)     (1 112)   (7)         (1 961)            
Marketing and              (2 941)     (2 252)   (31)        (4 813)            
administration expenses                                                         
Amortisation of            (44)       -                      -                  
intangibles from business                                                       
combinations                                                                    
Recovery of expenses from   79         74                     95                
reinsurers                                                                      
Transfer from              (966)       (1 692)               (2 717)            
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets          924        744                   1 639              
arising from insurance                                                          
contracts                                                                       
- change in liabilities    (1 802)     (2 436)               (4 291)            
arising from insurance                                                          
contracts                                                                       
- change in liabilities    (88)       -                      (65)               
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to   (99)        (219)                 (175)              
liabilities under                                                               
investment contracts                                                            
Profit from operations     1 244       1 184                 2 514              
Gains and losses            609       -                      -                  
resulting from business                                                         
combinations                                                                    
Write-off of software      (95)       -                      -                  
from business combination                                                       
Finance costs              (38)        (5)                   (14)               
Foreign exchange loss      (22)        (6)                   (3)                
Profit before tax          1 698       1 173     45          2 497              
Income tax expense         (390)       (346)                 (782)              
Profit for the period      1 308       827       58          1 715              
Profit attributable to:                                                         
- equity holders           1 417       829                   1 717              
- non-controlling           (109)      (2)                    (2)               
interest                                                                        
1 308      827                    1 715               
Earnings per share for                                                          
profit attributable to                                                          
the equity holders of the                                                       
company during the period                                                       
(cents):                                                                        
- basic                     255.6      149.6     71           309.9             
- diluted                   255.4      149.1     71           308.7             
Statement of comprehensive income                                               
for the six months ended 31 December 2010                                       
R million                  Group      Group       %          Group              
                          Six        Six         change     Year                
months     months                 ended               
                          ended      ended                  June                
                          December   December               2010                
                          2010       2009                   Audited             
Unaudited  Unaudited                                  
Profit for the period      1 308       827        58         1 715              
Other comprehensive                                                             
income:                                                                         
Change in available-for-   (79)        188                    33                
sale financial assets                                                           
- unrealised gains          92         305                    238               
- capital gains tax on     (6)         (43)                  (33)               
unrealised gains                                                                
- realised gains           (192)       (86)                  (200)              
transferred to income                                                           
- capital gains tax on      27         12                     28                
realised gains                                                                  
Currency translation       (346)       (19)                  (20)               
differences                                                                     
- increase in currency     (365)       (19)                   (20)              
translation reserve                                                             
- transfer to profit or     19        -                      -                  
loss on disposal of joint                                                       
venture                                                                         
Cash flow hedges           (10)        (18)                   12                
- realised (gains)/losses  (2)         (30)                   2                 
transferred to income                                                           
- tax on realised           *          (1)                   *                  
gains/losses                                                                    
- unrealised               (17)        16                     22                
gains/(losses)                                                                  
- tax on unrealised         9          (3)                    (12)              
gains/losses                                                                    
Other comprehensive        (435)       151                    25                
income for the period,                                                          
net of tax                                                                      
Total comprehensive         873        978        (11)       1 740              
income for the period                                                           
Attributable to:                                                                
- equity holders            982        980                   1 742              
- non-controlling           (109)      (2)                    (2)               
interest                                                                        
Total comprehensive         873        978                   1 740              
income for the period                                                           
* Amount is less than R500 000.                                                 
Headline earnings                                                               
for the six months ended 31 December 2010                                       
R million                  Group      Group       %          Group              
Six        Six         change     Year                
                          months     months                 ended               
                          ended      ended                  June                
                          December   December               2010                
2010       2009                   Audited             
                          Unaudited  Unaudited                                  
Normalised headline                                                             
earnings per share                                                              
(cents):                                                                        
- undiluted                169.6      136.4       24         278.8              
- diluted                  169.5      135.9       25         277.7              
Headline earnings per                                                           
share (cents):                                                                  
- undiluted                114.7      136.4       (16)       278.8              
- diluted                  114.6      135.9       (16)       277.7              
The reconciliation                                                              
between earnings and                                                            
headline earnings is                                                            
shown below:                                                                    
Net profit attributable    1 417       829                   1 717              
to equity shareholders                                                          
Adjusted for:                                                                   
- realised gains on        (165)      (74)                   (172)              
available-for-sale                                                              
financial instruments net                                                       
of CGT                                                                          
- gain on disposal of      (667)      -                      -                  
joint venture                                                                   
- write-off of software     51        -                      -                  
from business combination                                                       
net of deferred tax*                                                            
Headline earnings           636        755        (16)       1 545              
- recapture of             234        -                      -                  
reinsurance*                                                                    
- amortisation of          24         -                      -                  
intangibles from business                                                       
combinations*                                                                   
- once-off costs relating  47         -                      -                  
to acquisitions*                                                                
Normalised headline         941        755        25         1 545              
earnings                                                                        
* Amounts shown at 75%                                                          
less any related tax                                                            
Weighted number of shares  554 485    553 796                554 117            
in issue (000`s)                                                                
Diluted weighted number    554 793    555 733                556 257            
of shares (000`s)                                                               
Segmental information                                                           
for the six months ended 31 December 2010                                       
R million                  SA       SA Life  SA       SA       UK               
                          Health            Invest   Vitalit  Health            
                                                     y                          
31 December 2010                                                                
Income statement                                                                
Insurance premium revenue   12       2 461    1 659   -         1 733           
Reinsurance premiums        (1)      (481)   -        -         (298)           
Net insurance premium       11       1 980    1 659   -         1 435           
revenue                                                                         
Fee income from             1 668    61       105      28       6               
administration business                                                         
Investment income           11       68       2        5        5               
Inter-segment funding      -         (100)    100     -        -                
Net realised gains on      -         193     -        -        (1)              
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         247      455     -        -                
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -        -        -         629      37              
Net income                  1 690    2 449    2 321    662      1 482           
Claims and policyholders`   (6)      (1       (262)   -         (1              
benefits                            078)                       217)             
Insurance claims           -         333     -        -         226             
recovered from reinsurers                                                       
Net claims and              (6)      (745)    (262)   -         (991)           
policyholders` benefits                                                         
Acquisition costs          -         (715)    (154)    (28)     (128)           
Marketing and                                                                   
administration expenses                                                         
- depreciation and          (69)     (12)     (5)     -         (2)             
amortisation                                                                    
- other expenses            (985)    (479)    (100)    (628)    (406)           
Recovery of expenses from  -        -        -        -         79              
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets         -         727     -        -         (4)             
arising from insurance                                                          
contracts                                                                       
- change in liabilities    -         (96)     (1      -         9               
arising from insurance                       716)                               
contracts                                                                       
- change in liabilities    -         (71)    -        -        -                
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to   -         (61)     (38)    -        -                
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from          630      997      46       6        39              
operations                                                                      
Recapture of reinsurance   -        -        -        -        -                
Gains and losses           -        -        -        -        -                
resulting from business                                                         
combinations                                                                    
Amortisation of            -        -        -        -        -                
intangibles from business                                                       
combinations                                                                    
Write-off of software      -        -        -        -        -                
from business combination                                                       
Finance costs              -        -        -        -         (7)             
Foreign exchange loss       (12)     (6)      (3)     -        -                
Profit/(loss) before tax    618      991      43       6        32              
Income tax expense          (166)    (246)    (12)     (1)      6               
Profit/(loss) for the       452      745      31       5        38              
period                                                                          
Attributable to:                                                                
- equity holders            452      745      31       5        13              
- non-controlling          -        -        -        -         25              
interest                                                                        
                           452      745      31       5        38               
                                                                                
31 December 2009                                                                
Income statement                                                                
Insurance premium revenue   13       2 076    833     -         321             
Premium revenue from       -        -         1 865   -        -                
investment contracts                                                            
transferred to insurance                                                        
contracts                                                                       
Reinsurance premiums        (1)      (448)   -        -         (132)           
Net insurance premium       12       1 628    2 698   -         189             
revenue                                                                         
Fee income from             1 469    46       50       20       1               
administration business                                                         
Investment income           13       45       32       9       -                
Net realised gains on      -         86      -        -        -                
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         132      194     -        -                
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -        -        -         510     -                
Net income                  1 494    1 937    2 974    539      190             
Claims and policyholders`   (6)      (886)    (34)    -         (237)           
benefits                                                                        
Insurance claims           -         287     -        -         104             
recovered from reinsurers                                                       
Net claims and              (6)      (599)    (34)    -         (133)           
policyholders` benefits                                                         
Acquisition costs          -         (660)    (304)    (33)     (29)            
Marketing and                                                                   
administration expenses                                                         
-'depreciation and          (62)     (7)      (4)     -        -                
amortisation                                                                    
-'other expenses            (858)    (457)    (82)     (480)    (149)           
Recovery of expenses from  -        -        -        -         69              
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
-'change in assets         -         674      (2)     -        -                
arising from insurance                                                          
contracts                                                                       
-'change in liabilities    -         (47)     (2      -         (1)             
arising from insurance                       406)                               
contracts                                                                       
-'change in liabilities    -         (2)     -        -        -                
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to   -         (57)     (162)   -        -                
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from          568      782      (20)     26       (53)            
operations                                                                      
Finance costs              -        -        -        -        -                
Foreign exchange loss       (4)      (2)     -        -        -                
Profit/(loss) before tax    564      780      (20)     26       (53)            
Income tax expense          (159)    (198)    6        (3)      9               
Profit/(loss) for the       405      582      (14)     23       (44)            
period                                                                          
Attributable to:                                                                
-'equity holders            405      582      (14)     23       (44)            
-'non-controlling          -        -        -        -        -                
interest                                                                        
                           405      582      (14)     23       (44)             
Segmental information                                                           
for the six months ended 31 December 2010                                       
R million                  UK Life  USA      New      All      Total            
                                   Health   busines  other                      
                                            s        seg-                       
Develop- ments*                     
                                            ment                                
31 December 2010                                                                
Income statement                                                                
Insurance premium revenue   123     -        -        -         5 988           
Reinsurance premiums        (36)    -        -        -         (816)           
Net insurance premium       87      -        -        -         5 172           
revenue                                                                         
Fee income from             9       -        -         4        1 881           
administration business                                                         
Investment income           2       -        -         15       108             
Inter-segment funding      -        -        -        -        -                
Net realised gains on      -        -        -        -         192             
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -        -        -        -         702             
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -        -         19      -         685             
Net income                  98      -         19       19       8 740           
Claims and policyholders`   (32)     1       -        -         (2              
benefits                                                       594)             
Insurance claims            14      -        -        -         573             
recovered from reinsurers                                                       
Net claims and              (18)     1       -        -         (2              
policyholders` benefits                                        021)             
Acquisition costs           (167)   -        -        -         (1              
192)              
Marketing and                                                                   
administration expenses                                                         
-'depreciation and         -        -         (2)     -         (90)            
amortisation                                                                    
-'other expenses            (135)    (12)     (90)     (16)     (2              
                                                              851)              
Recovery of expenses from  -        -        -        -         79              
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
-'change in assets          201     -        -        -         924             
arising from insurance                                                          
contracts                                                                       
-'change in liabilities    -         1       -        -         (1              
arising from insurance                                         802)             
contracts                                                                       
-'change in liabilities     (17)    -        -        -         (88)            
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to   -        -        -        -         (99)            
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from          (38)     (10)     (73)     3        1 600           
operations                                                                      
Recapture of reinsurance   -        -        -         (312)    (312)           
Gains and losses           -        -        -         609      609             
resulting from business                                                         
combinations                                                                    
Amortisation of            -        -        -        (44)     (44)             
intangibles from business                                                       
combinations                                                                    
Write-off of software      -        -        -        (95)     (95)             
from business combination                                                       
Finance costs               (12)    -        -         (19)     (38)            
Foreign exchange loss      -        -        -         (1)      (22)            
Profit/(loss) before tax    (50)     (10)     (73)     141      1 698           
Income tax expense          16      -        -         13       (390)           
Profit/(loss) for the       (34)     (10)     (73)     154      1 308           
period                                                                          
Attributable to:                                                                
- equity holders            (25)     (10)     (72)     278      1 417           
- non-controlling           (9)     -         (1)      (124)    (109)           
interest                                                                        
                           (34)     (10)     (73)     154      1 308            
31 December 2009                                                                
Income statement                                                                
Insurance premium revenue   34       1       -        -         3 278           
Premium revenue from       -        -        -        -         1 865           
investment contracts                                                            
transferred to insurance                                                        
contracts                                                                       
Reinsurance premiums        (11)    -        -        -         (592)           
Net insurance premium       23       1       -        -         4 551           
revenue                                                                         
Fee income from            -        -        -         6        1 592           
administration business                                                         
Investment income          -        -        -         7        106             
Net realised gains on      -        -        -        -         86              
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -        -        -        -         326             
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -        -         15      -         525             
Net income                  23       1        15       13       7 186           
Claims and policyholders`   (4)      (27)    -        -         (1              
benefits                                                       194)             
Insurance claims            1        1       -        -         393             
recovered from reinsurers                                                       
Net claims and              (3)      (26)    -        -         (801)           
policyholders` benefits                                                         
Acquisition costs           (77)    -         (9)     -         (1              
                                                              112)              
Marketing and                                                                   
administration expenses                                                         
- depreciation and         -        -         (2)     -         (75)            
amortisation                                                                    
- other expenses            (61)     (15)     (66)     (9)      (2              
                                                              177)              
Recovery of expenses from                                                       
reinsurers                 5        -        -        -        74               
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets          72      -        -        -         744             
arising from insurance                                                          
contracts                                                                       
- change in liabilities    -         18      -        -         (2              
arising from insurance                                         436)             
contracts                                                                       
- change in liabilities     2       -        -        -        -                
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to   -        -        -        -         (219)           
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from          (39)     (22)     (62)     4        1 184           
operations                                                                      
Finance costs              -         (1)     -         (4)      (5)             
Foreign exchange loss      -        -        -        -         (6)             
Profit/(loss) before tax    (39)     (23)     (62)    -         1 173           
Income tax expense          16      -         4        (21)     (346)           
Profit/(loss) for the       (23)     (23)     (58)     (21)     827             
period                                                                          
Attributable to:                                                                
- equity holders            (23)     (23)     (56)     (21)     829             
- non-controlling          -        -         (2)     -         (2)             
interest                                                                        
                           (23)     (23)     (58)     (21)     827              
* All other segments include the impacts from business combinations.            
Statement of financial position                                                 
at 31 December 2010                                                             
R million                                        Group      Group               
December   June                 
                                                2010       2010                 
                                                Unaudited  Audited              
ASSETS                                                                          
Assets arising from insurance contracts           8 174      7 076              
Property and equipment                            206        220                
Investment property                               19         19                 
Intangible assets including deferred              1 492      325                
acquisition costs                                                               
Goodwill                                          1 068     -                   
Financial assets                                                                
- Equity securities                               2 939      2 892              
- Equity linked notes                             3 954      2 861              
- Debt securities                                 1 293      714                
- Inflation linked securities                     80         68                 
- Money market                                    3 123      1 453              
- Derivatives                                     74         111                
- Loans and receivables including insurance       2 058      1 885              
receivables                                                                     
Deferred income tax                               174        303                
Current income tax asset                          20         101                
Reinsurance contracts                             183        121                
Cash and cash equivalents                         1 896      2 845              
Total assets                                      26 753     20 994             
EQUITY                                                                          
Capital and reserves                                                            
Share capital and share premium                   1 558      1 541              
Other reserves                                    140        574                
Retained earnings                                 7 470      6 267              
                                                9 168      8 382                
Non-controlling interest                          785       -                   
Total equity                                      9 953      8 382              
LIABILITIES                                                                     
Liabilities arising from insurance contracts      8 938      6 198              
Liabilities arising from reinsurance contracts    1 286      1 160              
Financial liabilities                                                           
- Investment contracts at fair value through      1 893      1 544              
profit or loss                                                                  
- Borrowings at amortised cost                    402        23                 
- Derivatives                                     14         12                 
Deferred income tax                               2 199      1 849              
Deferred revenue                                  47         75                 
Employee benefits                                 73         70                 
Trade and other payables                          1 948      1 681              
Total liabilities                                 16 800     12 612             
Total equity and liabilities                      26 753     20 994             
Statement of changes in equity                                                  
for the six months ended 31 December 2010                                       
Attributable to equity holders of the Company                     
              Share   Share-  Revalu   Trans-  Hedgin  Re-     Total            
              capita  based   a-       lation  g       tained                   
              l       paymen  tion     reserv  Re-     Earn-                    
and     t       re-      e       serve   ings                     
              share   re-     serve*                                            
              premiu  serve                                                     
              m                                                                 
                                                                                
R million                                                                       
Period ended                                                                    
31 December                                                                     
2010                                                                            
At beginning    1 541   316     145     76       37      6 267   8 382          
of period                                                                       
Profit for     -       -       -        -       -        1 417   1 417          
the period                                                                      
Other          -       -        (79)     (346)   (10)   -        (435)          
comprehensive                                                                   
income                                                                          
Total          -       -        (79)     (346)   (10)    1 417   982            
comprehensive                                                                   
income for                                                                      
the period                                                                      
Transactions                                                                    
with owners:                                                                    
Non-           -       -       -        -       -       -       -               
controlling                                                                     
interest                                                                        
shares issues                                                                   
Realised        17     -       -        -       -       -        17             
gains from                                                                      
treasury                                                                        
shares                                                                          
Employee                                                                        
share option                                                                    
schemes:                                                                        
- Value of     -        1      -        -       -       -        1              
employee                                                                        
services                                                                        
Dividends      -       -       -        -       -        (214)   (214)          
paid to                                                                         
equity                                                                          
holders                                                                         
Total           17      1      -        -       -        (214)   (196)          
transactions                                                                    
with owners                                                                     
At end of       1 558   317     66       (270)   27      7 470   9 168          
period                                                                          
Period ended                                                                    
31 December                                                                     
2009                                                                            
At beginning    1 548   307     112     96       25      4 925   7 013          
of period                                                                       
Profit for     -       -       -        -       -        829     829            
the period                                                                      
Other          -       -        188      (19)    (18)   -        151            
comprehensive                                                                   
income                                                                          
Total          -       -        188      (19)    (18)    829     980            
comprehensive                                                                   
income for                                                                      
the period                                                                      
Transactions   -       -       -        -       -       -       -               
with owners:                                                                    
Non-                                                                            
controlling                                                                     
interest                                                                        
shares issue                                                                    
Realised        5      -       -        -       -       -        5              
gains from                                                                      
treasury                                                                        
shares                                                                          
Employee                                                                        
share option                                                                    
schemes:                                                                        
- Value of     -        4      -        -       -       -        4              
employee                                                                        
services                                                                        
Dividends      -       -       -        -       -        (194)   (194)          
paid to                                                                         
equity                                                                          
holders                                                                         
Total           5       4      -        -       -        (194)   (185)          
transactions                                                                    
with owners                                                                     
At end of       1 553   311     300      77      7       5 560   7 808          
period                                                                          
* This reserve relates to the revaluation of available-for-sale financial       
assets.                                                                         
Statement of changes in equity                                                  
for the six months ended 31 December 2010                                       
R million                                            Non-      Total            
                                                    con-                        
                                                    trollin                     
g                           
                                                    interes                     
                                                    t                           
Period ended 31 December 2010                                                   
At beginning of period                               -          8 382           
Profit for the period                                 (109)     1 308           
Other comprehensive income                           -          (435)           
Total comprehensive income for the period             (109)     873             
Transactions with owners:                                                       
Non-controlling interest shares issues                894       894             
Realised gains from treasury shares                  -          17              
Employee share option schemes:                                                  
- Value of employee services                         -          1               
Dividends paid to equity holders                     -          (214)           
Total transactions with owners                        894       698             
At end of period                                      785       9 953           
Period ended 31 December 2009                                                   
At beginning of period                               -          7 013           
Profit for the period                                 (2)       827             
Other comprehensive income                           -          151             
Total comprehensive income for the period             (2)       978             
Transactions with owners:                            2         2                
Non-controlling interest shares issue                                           
Realised gains from treasury shares                  -          5               
Employee share option schemes:                                                  
- Value of employee services                         -          4               
Dividends paid to equity holders                     -          (194)           
Total transactions with owners                        2         (183)           
At end of period                                     -          7 808           
Statement of cash flows                                                         
for the six months ended 31 December 2010                                       
R million                              Group      Group       Group             
Six        Six         Year               
                                      months     months      ended              
                                      ended      ended       June               
                                      December   December    2010               
2010       2009        Audited            
                                      Unaudited  Unaudited                      
Cash flow from operating activities     (824)      1 066       1 630            
Cash generated by operations            1 561      2 229       4 472            
Policyholder net investments            (2 048)    (1 240)     (2 988)          
Working capital changes                 (473)      179         330              
                                       (960)      1 168       1 814             
Dividends received                      33         17          31               
Interest received                       143        96          226              
Interest paid                           (28)       (5)         (14)             
Taxation paid                           (12)       (210)       (427)            
Cash flow from investing activities     (340)      (343)       (105)            
Net disposals/(purchases) of            802        (183)       112              
financial assets                                                                
Net purchases of equipment              (17)       (108)       (127)            
Purchase of intangible assets           (53)       (52)        (90)             
Purchase of subsidiary                 (1 072)    -           -                 
Cash flow from financing activities     279        (199)       (396)            
Proceeds from issuance of ordinary      106        2           2                
shares                                                                          
Dividends paid to equity holders        (214)      (194)       (389)            
Repayment of borrowings                 (13)       (7)         (9)              
Increase in borrowings                  400       -           -                 
Net increase in cash and cash           (885)      524         1 129            
equivalents                                                                     
Cash and cash equivalents at            2 845      1 737       1 737            
beginning of year                                                               
Exchange losses on cash and cash        (64)       (21)        (21)             
equivalents                                                                     
Cash and cash equivalents at end of     1 896      2 240       2 845            
period                                                                          
Review of Group results                                                         
Value creators                                                                  
New business annualised premium income increased 15% for the six months ended   
31 December 2010.                                                               
New business annualised premium income                                          
R million                              December   December    % change          
                                      2010       2009                           
Discovery Health                       1 974      1 787       10                
Discovery Life                         832        782         6                 
Discovery Invest                       397        334         19                
Discovery Vitality                     87         78          12                
PruHealth                              313        165         90                
PruProtect                             144        100         44                
New business API of Group              3 747      3 246       15                
New business API is calculated at 12 times the monthly premium for new          
recurring premium policies and 10% of the value of new single premium           
policies. It also includes both automatic premium increases and servicing       
increases on existing policies.                                                 
Gross inflows under management increased 27% for the six months ended           
31 December 2010. 5% of the increase is attributable to the gross inflows from  
PruHealth Insurance Limited (previously Standard Life Healthcare) being         
included from 1 August 2010.                                                    
Gross inflows under management                                                  
R million                              December    December   % change          
                                      2010        2009                          
Discovery Health                       15 115      12 758     18                
Discovery Life                         2 522       2 121      19                
Discovery Invest                       3 626       2 614      39                
Discovery Vitality                     676         545        24                
Destiny Health                         -           4                            
PruHealth                              1 829       644        184               
PruProtect                             142         68         109               
Gross inflows under management         23 910      18 754     27                
Less: collected on behalf of third     (15 356)    (13 359)   (15)              
parties                                                                         
Discovery Health                       (13 431)    (11 269)   (19)              
Discovery Invest                       (1 862)     (1 732)    (8)               
Destiny Health                         -           (2)                          
PruHealth                              (53)        (322)      84                
PruProtect                             (10)        (34)       71                
Gross income of Group                  8 554       5 395      59                
Gross inflows under management measures the total funds managed and received    
by Discovery and is an accurate measure of the continual growth of Discovery.   
Profit from operations                                                          
The following table shows the main components of the increase in Group profit   
from operations for the six months ended 31 December 2010:                      
R million                              December    December   % change          
                                      2010        2009                          
Discovery Health                       619         555        12                
Discovery Life                         768         675        14                
Discovery Invest                       44          (24)       283               
Discovery Vitality                     1           17         (94)              
PruHealth                              35          (53)       166               
PruProtect                             (40)        (39)       (3)               
Profit from existing operations        1 427       1 131      26                
Development and other segments         (95)        (87)       (9)               
Normalised profit from operations      1 332       1 044      28                
Recapture of reinsurance               (312)       -                            
Gains and losses resulting from        609         -                            
business combinations                                                           
Write-off of software from business    (95)        -                            
combination                                                                     
Amortisation of intangibles from       (44)        -                            
business combinations                                                           
Investment income attributable to      76          54         41                
equity holders                                                                  
Net realised gains on available-for-   192         86         123               
sale financial assets                                                           
Finance costs and foreign exchange     (60)        (11)       (445)             
loss                                                                            
Profit before tax                      1 698       1 173      45                
From 1 August 2010, PruHealth and PruProtect have been accounted for as         
subsidiaries in the Group results, previously accounted for as joint ventures.  
This means that the comparatives disclosed include the income, expenses,        
assets and liabilities of these companies at 50%, but at 100% in the current    
results, from 1 August 2010.                                                    
Acquisition of Standard Life Healthcare and related capital restructure         
Background                                                                      
On 31 July 2010, Discovery acquired the entire share capital of Standard Life   
Healthcare ("SLHC"), a wholly-owned subsidiary of the Standard Life Group, for  
R1.56 billion (GBP137.8 million).                                               
Discovery`s joint venture with Prudential has created a strong foothold in      
both the health insurance and protection markets in the UK. The acquisition of  
SLHC is likely to accelerate the attainment of both PruHealth and PruProtect`s  
UK strategies. In health insurance, where scale is important, the acquisition   
created a new competitor covering approximately 700 000 lives and attracting    
annual premiums of                                                              
R4.1 billion (GBP370 million). In addition, the acquisition will provide        
PruHealth with opportunities to sell Vitality into SLHC`s existing client       
base. In the protection market, SLHC`s large, high-quality client base          
provides growth opportunities for PruProtect, and enhances Discovery`s ability  
to implement its integrated model in the UK.                                    
Discovery funded the entire purchase consideration by using                     
R1.16 billion from its own internal funds (dividend from Discovery Life) and    
through raising debt of R400 million. Discovery then contributed SLHC to        
PruHealth Holdings Limited ("PHHL") as a capital investment. PHHL is the        
holding company of PruHealth and PruProtect, the joint ventures between         
Discovery and Prudential Assurance Company of the United Kingdom. This          
resulted in Discovery increasing its interest in both PruHealth and PruProtect  
from 50% to 75%.                                                                
Accounting for the transactions                                                 
In terms of IFRS 3 revised: Business Combinations, the increase in Discovery`s  
interest from 50% (a joint venture) to 75% (a subsidiary) must be treated as    
two separate transactions, that is, the disposal of the 50% interest and a      
subsequent acquisition of 75% interest. The purchase price for the increased    
shareholding must be used to calculate the deemed disposal consideration for    
the disposal of the 50% interest. Any resulting profit or loss (in this case    
profit) must be included in the earnings of the Group but is excluded from      
headline earnings. Using the GBP137.8 million that Discovery invested into      
PHHL to increase its shareholding by 25%, the deemed disposal consideration     
for the 50% interest is GBP69 million. Discovery has reflected a profit of      
R667 million in its earnings for the period to 31 December 2010, which has      
been excluded from headline earnings.                                           
For the 75% deemed subsequent acquisition, IFRS 3 revised states that this      
should be treated as if it was an independent acquisition at that time and      
requires the purchase price be allocated to the tangible assets and             
liabilities and to the intangible assets acquired. The balance is allocated to  
goodwill. The purchase price for the acquisition of SLHC and the deemed         
purchase price for the 75% of PHHL must be allocated in this manner and the     
appropriate portions allocated to non-controlling interest. In addition, for    
this purpose, assets must be valued on an arms-length basis to third parties,   
and should not take into account Discovery`s intentions post the acquisition.   
Discovery has allocated the purchase price as follows:                          
Allocation of the purchase price for 75% of PHHL                                
                                                  GBP        R                  
million    million*           
Tangible net asset value:                                                       
- Assets arising from insurance contracts          36.8       379               
- Property and equipment                           0.2        2                 
- Deferred acquisition costs                       4.3        44                
- Loans and receivables including insurance        52.0       535               
receivables                                                                     
- Reinsurance assets                               4.2        43                
- Cash and cash equivalents                        195.5      2 013             
- Liabilities arising from insurance contracts     (12.8)     (132)             
- Liabilities arising from reinsurance contracts   (8.6)      (89)              
- Borrowings at amortised cost                     (29.7)     (306)             
- Trade and other payables                         (85.8)     (883)             
Intangible assets:                                                              
- Value of in-force business                       36.1       372               
- Prudential brand                                 15.7       162               
- Deferred tax liability raised in respect of      (14.5)     (149)             
intangible assets                                                               
- Provisional goodwill                             82.6       851               
- Non-controlling interest                         (69.0)     (711)             
Deemed consideration paid                          207.0      2 131             
Allocation of the purchase price for 100% of SLHC                               
                                                  GBP        R                  
                                                  million    million*           
Tangible net asset value:                                                       
- Property and equipment                           0.4        4                 
- Deferred acquisition costs                       14.4       148               
- Money market investments                         130.7      1 346             
- Loans and receivables including insurance        2.1        22                
receivables                                                                     
- Deferred income tax                              1.3        13                
- Reinsurance assets                               3.6        37                
- Cash and cash equivalents                        15.2       157               
- Liabilities arising from insurance contracts     (68.2)     (702)             
- Deferred revenue                                 (0.8)      (8)               
- Trade and other payables                         (22.8)     (235)             
Intangible assets:                                                              
- Value of in-force business                       48.1       495               
- Software                                         8.6        89                
- Deferred tax liability raised in respect of      (15.9)     (164)             
intangible assets                                                               
- Provisional goodwill                             21.1       217               
Consideration paid                                 137.8      1 419             
* Translated at closing rate at 31 December 2010, which is the rate they are    
included in the Statement of Financial Position.                                
The intangible assets identified in the tables above have been included in the  
Statement of Financial Position of the Group. These intangible assets will be   
amortised over their remaining useful lives and tested for impairment at each   
reporting date. Discovery has recorded an amortisation charge of R44 million    
in profit or loss for the period                                                
1 August 2010 to 31 December 2010 for these intangible assets.                  
The value of in-force business, being the value for the existing customer       
contracts at the date of acquisition, was calculated using a discounted cash    
flow model which is similar to an embedded value model and is being amortised   
on the basis of unwinding of the modelled cash flows.                           
The computer software acquired as part of the SLHC acquisition will not be      
used by Discovery and accordingly the value of GBP8.6 million (R95 million)     
(before taking into account the impact on non-controlling interest) has been    
written-off.                                                                    
The provisional goodwill, which represents the value of future business         
expected to be written by the PHHL Group, is not amortised, but is assessed     
for possible impairment at each reporting date and the impairment is recorded   
in profit or loss, if necessary.                                                
Reconciliation of goodwill                                                      
GBP        R million          
                                                  million                       
Provisional goodwill recognised from the           82.6       943               
purchase of PHHL                                                                
Provisional goodwill recognised from the           21.1       241               
purchase of SLHC                                                                
Net exchange difference arising during the                    (116)             
period                                                                          
Goodwill at 31 December 2010                       103.7      1 068             
In terms of IFRS 3 revised, paragraph 45, the initial accounting for an         
acquisition can be undertaken on a provisional basis for this reporting         
period. Adjustments to provisional values can be made within one year of the    
effective date, relating to facts or circumstances at the acquisition date.     
Gains and losses resulting from business combinations                           
The following gains and losses resulting from the business combinations         
described above have been included in the Group`s income statement at 31        
December 2010:                                                                  
R million           Gross      Tax       Net        Non-       Attri-           
                                                   Con-       butable           
                                                   trolling   to equity         
interest  holders           
Gain recognised on  667        -         667        -          667              
disposal of joint                                                               
venture                                                                         
Write-off of        (95)       27        (68)       17         (51)             
software                                                                        
Excluded from       572        27        599        17         616              
headline earnings                                                               
Amortisation of     (44)       12        (32)       8          (24)             
intangibles                                                                     
Once-off costs      (58)       -         (58)       11         (47)             
relating to                                                                     
acquisition                                                                     
Recapture of        (312)      -         (312)      78         (234)            
reinsurance                                                                     
Total adjustments   158        39        197        114        311              
to earnings to                                                                  
arrive at                                                                       
normalised                                                                      
earnings                                                                        
In the process of completing the acquisition, Discovery incurred once-off       
costs such as investment banking fees, legal costs and other consulting fees.   
Recapture of reinsurance                                                        
The business combinations discussed above resulted in a need for Discovery to   
restructure the capital of PHHL and PruHealth. SLHC had surplus capital and     
PruHealth had reinsurance obligations, some of which was not required for the   
combined businesses.                                                            
PruHealth therefore undertook the recapture of approximately GBP28 million of   
reinsurance obligations which resulted in a R312 million charge to Discovery`s  
income statement (before taking into account the impact on non-controlling      
interest).                                                                      
Post-acquisition revenue and profit or loss of acquired entities                
The table below discloses the post-acquisition revenue and profit or loss that  
has been included in the Group`s income statement at 31 December 2010:          
R million                                            UK        UK Life          
                                                    Health                      
Revenue                                              1 723     122              
Profit or loss after tax (100%)                      53        (28)             
Revenue and profit or loss of acquired entities from 1 July 2010                
The table below discloses the revenue and profit or loss that would have been   
included in the Group`s income statement at 31 December 2010, if the            
acquisition date was 1 July 2010:                                               
R million                                          UK Health UK Life            
Revenue                                            2 072     142                
Profit or loss after tax (100%)                    31        (40)               
Other significant transactions affecting the current interim results            
Share-based payments                                                            
Included in marketing and administration expenses is R107 million (2009: R79    
million) in respect of options granted under employee share incentive schemes   
expensed in accordance with the requirements of IFRS 2. The Group entered into  
transactions to hedge its exposure in the phantom share scheme related to       
changes in the Discovery share price. As at 31 December 2010, approximately     
67.3% (2009: 62%) of this exposure was hedged.                                  
Taxation                                                                        
All South African entities are in a tax paying position. South African income   
tax has been provided at 28% (2009: 28%) and secondary tax on companies at 10%  
in the financial statements and embedded value statements.                      
Discovery obtained no tax relief for the PruHealth losses in respect of the     
calendar year ending 31 December 2010.                                          
Discovery obtained tax relief for half of the PruHealth losses in respect of    
the calendar year ending 31 December 2009, as this tax asset was ceded to       
Prudential Assurance Company in the UK ("Prudential"). R9 million in respect    
of this tax relief has been included in income tax at 31 December 2009.         
Tax relief is obtained for 100% of the PruProtect losses through Prudential.    
Significant movements in the Statement of Financial Position                    
The increase in the assets arising from insurance contracts of                  
R1 098 million is primarily as a result of profitable new business written by   
Discovery Life.                                                                 
Financial assets have increased due to the sale of Discovery Invest products    
and the inclusion of Standard Life Healthcare money market investments of R1    
322 million at 31 December 2010.                                                
Whilst Discovery has made a payment of R225 million for the acquisition of 20%  
of Ping An Health Insurance Company of China, Limited, the acquisition has not  
been finally concluded. The effective date is thus post 31 December 2010. This  
payment has been included in equity investments in the Statement of Financial   
Position.                                                                       
Borrowings at amortised cost, includes a long-term loan of R400 million raised  
as part of the funding to purchase Standard Life Healthcare. Interest on the    
loan is payable quarterly, for which a fixed interest rate swap has been        
entered into. The loan is repayable on 11 September 2017.                       
The deferred tax liability is primarily attributable to the application of the  
Financial Services Board directive 145. This directive allows for the zeroing   
on a statutory basis of the assets arising from insurance contracts. The        
statutory basis is used when calculating tax payable for Discovery Life,        
resulting in a timing difference between the tax base and the accounting base.  
Shareholder information                                                         
Directorate                                                                     
There have been no changes to the directorate for the six months ended 31       
December 2010.                                                                  
Repurchase of shares                                                            
As advised in SENS announcement on 9 December 2010, Discovery has acquired and  
cancelled 80 790 ordinary shares from one of Discovery`s directors, Sindiswa    
Zilwa, through her investment vehicle, Newshelf 801 (Proprietary) Limited as    
one of Discovery`s BEE partners.                                                
Dividend policy and capital                                                     
A final dividend of 36 cents per share was paid on 18 October 2010.             
The directors are of the view that the Discovery Group is adequately            
capitalised at this time. On the statutory basis the capital adequacy           
requirements of Discovery Life was R303 million (2009: R258 million) and was    
covered 3.9 times (2009: 8.6 times).                                            
Cash dividend declaration:                                                      
The board has declared an interim dividend of 42 cents per share. The salient   
dates are as follows:                                                           
- Last date to trade "cum" dividend            Friday, 11 March 2011            
- Date trading commences "ex" dividend         Monday, 14 March 2011            
- Record date                                  Friday, 18 March 2011            
- Date of payment                              Tuesday, 22 March 2011           
Share certificates may not be dematerialised or rematerialised between Monday,  
14 March 2011 and Friday, 18 March 2011, both days inclusive.                   
Accounting policies                                                             
The interim results have been prepared in accordance with International         
Financial Reporting Standards including IAS 34, as well as the South African    
Companies Act 61 of 1973, as amended. The accounting policies adopted are       
consistent with the accounting policies applied in the last annual report and   
the corresponding prior year period. Discovery entered into a business          
combination for the first time in the current reporting period. As such, IFRS   
3 revised, has been adopted.                                                    
Comparative figures                                                             
There have been no changes to comparative figures.                              
Embedded value statement                                                        
for the six months ended 31 December 2010                                       
The embedded value of Discovery at 31 December 2010 consists of the following   
components:                                                                     
- the free surplus attributed to the covered business at the valuation date;    
- plus: the required capital to support the in-force covered business at the    
valuation date;                                                                 
- plus: the present value of future shareholder cash flows from the in-force    
business;                                                                       
- less: the cost of required capital and secondary tax on companies ("STC").    
The present value of future shareholder cash flows from the in-force covered    
business is calculated as the value of projected future after-tax shareholder   
cash flows of the business in force at the valuation date, discounted at the    
risk discount rate.                                                             
The value of new business is the present value, at the point of sale, of the    
projected future after-tax shareholder cash flows of the new business written   
by Discovery, discounted at the risk discount rate, less an allowance for the   
reserving strain (for Life), initial expenses, cost of capital and STC. The     
value of new business is calculated using the current reporting date            
assumptions.                                                                    
For Life, the shareholder cash flows are based on the release of margins under  
the Statutory Valuation Method ("SVM") basis.                                   
The embedded value includes the insurance and administration profits of the     
subsidiaries in the Discovery Holdings Group. Covered business includes         
business written through Discovery Life, Discovery Invest, Discovery Health,    
Discovery Vitality, PruHealth and Standard Life Healthcare in the United        
Kingdom. For The Vitality Group (USA) and PruProtect, no published value has    
been placed on the current in-force business.                                   
On 1 August 2010, Discovery acquired Standard Life Healthcare and increased     
its shareholding in the Prudential joint venture from 50% to 75%. For embedded  
value purposes, the value of the Standard Life Healthcare in-force business     
has been calculated based on the acquisition price of GBP138 million less the   
net asset value of the business at 31 December 2010. The performance of the     
Standard Life Healthcare book since acquisition has exceeded expectations and   
indications are that the present value of the projected future after-tax        
shareholder cash flows of the business in-force at the valuation date will      
exceed the current valuation. The values for PruHealth and Standard Life        
Healthcare at 31 December 2010 reflect Discovery`s 75% shareholding at that     
date (values for PruHealth in prior periods reflect Discovery`s 50%             
shareholding).                                                                  
The auditors, PricewaterhouseCoopers Inc., have reviewed the consolidated       
value of in-force business and value of new business of Discovery Holdings      
Limited and its subsidiaries as included in the embedded value statement for    
the six months ended 31 December 2010. A copy of the auditors` unqualified      
report is available for inspection at the company`s registered office.          
Table 1: Group embedded value                                                   
R million                31         31          % Change    30 June             
                        December   December                2010                 
                         2010      2009                                         
Shareholders` funds      9 168      7 808       17          8 382               
Adjustment to            (6 839)    (4 398)                 (4 883)             
shareholders` funds                                                             
from published basis(1)                                                         
Adjusted net worth       2 329      3 410       (32)        3 499               
- Free Surplus           1 153      2 418                   2 440               
- Required Capital(2)    1 176      992                     1 059               
Run-down costs for       -          (30)                    -                   
Destiny Health                                                                  
Value of Standard Life   522        -                       -                   
Healthcare in-force                                                             
business acquired(3)                                                            
Value of in-force        22 231     18 371                  19 996              
covered business before                                                         
cost of capital                                                                 
Cost of required         (375)      (324)                   (351)               
capital                                                                         
Cost of STC(4)           (633)      (540)                   (586)               
Discovery Holdings       24 074     20 887      15          22 558              
embedded value                                                                  
Number of shares         555.0      554.3                   553.9               
(millions)                                                                      
Embedded value per       R43.37     R37.68      15          R40.72              
share                                                                           
Diluted number of        591.2      591.3                   591.3               
shares (millions)                                                               
Diluted embedded value   R42.99     R37.37      15          R40.31              
per share(5)                                                                    
(1) The published Shareholders` funds has been adjusted to eliminate net        
assets under insurance contracts, deferred tax and deferred acquisition costs   
at December 2010 of R5 466 million (June 2010: R4 858 million; December 2009:   
R4 374 million) in respect of Life and R39 million (June 2010: R25 million;     
December 2009: R24 million) in respect of PruHealth. The December 2010          
adjustment also includes R1 334 million of Discovery`s share of goodwill and    
intangible assets (net of deferred tax) relating to the acquisition of          
Standard Life Healthcare and the Prudential joint venture.                      
(2) The required capital at December 2010 for Life is R606 million (June 2010:  
R550 million; December 2009: R516 million), for Health and Vitality is R407     
million (June 2010: R395 million; December 2009: R367 million) and for          
PruHealth is R163 million (June 2009: R114 million; December 2009: R109         
million). For Life, the required capital was set equal to two times the         
statutory Capital Adequacy Requirement ("CAR"). For Health and Vitality, the    
required capital was set equal to two times the monthly renewal expense and     
Vitality benefit cost. For PruHealth, the long-term required capital amount     
has increased from 18% to 19.8% of annualised premium income. Allowance has     
also been made for additional capital required over the next 24 months.         
(3) Discovery`s share of the value of the Standard Life Healthcare in-force     
business has been calculated based on the acquisition price of GBP138 million   
less the net asset value of the business at 31 December 2010.                   
(4) In line with Discovery`s current dividend policy, the cost of STC is        
calculated assuming a 4.5 times dividend cover on the after-tax profits as      
they emerge over the projection term. An STC rate of 10% is assumed. The total  
STC charge has been allocated between the different business entities based on  
their contribution to the total value of in-force covered business.             
(5) The diluted embedded value per share allows for Discovery`s BEE             
transaction where the impact is dilutive ie where the current embedded value    
per share exceeds the current transaction value.                                
Table 2: Value of in-force covered business                                     
R million                Value      Cost of     Cost of     Value               
                        before     required    STC         after                
cost of    capital                 cost of              
                        capital                            capital              
                        and STC                            and STC              
at 31 December 2010                                                             
Health and Vitality      10 840     (144)       (307)       10 389              
Life and Invest(1)       11 006     (168)       (315)       10 523              
PruHealth(2)             385        (63)        (11)        311                 
Total                    22 231     (375)       (633)       21 223              
at 31 December 2009                                                             
Health and Vitality      8 697      (129)       (255)       8 313               
Life and Invest(1)       9 409      (163)       (277)       8 969               
PruHealth(2)             265        (32)        (8)         225                 
Total                    18 371     (324)       (540)       17 507              
at 30 June 2010                                                                 
Health and Vitality      9 896      (145)       (289)       9 462               
Life and Invest(1)       9 902      (174)       (291)       9 437               
PruHealth(2)             198        (32)        (6)         160                 
Total                    19 996     (351)       (586)       19 059              
(1) Included in the Life and Invest value of in-force covered business is R278  
million (June 2010: R226 million; December 2009: R153 million) in respect of    
investment management services provided on off balance sheet investment         
business. The net assets of the investment service provider are included in     
the adjusted net worth.                                                         
(2) The PruHealth value of in-force has been converted using the closing        
exchange rate of R10.30/GBP (June 2010: R11.48/GBP; December 2009:              
R11.90/GBP). The values for PruHealth at 31 December 2010 reflect Discovery`s   
75% shareholding at that date (values in prior periods reflect Discovery`s 50%  
shareholding).                                                                  
Table 3: Group embedded value earnings                                          
                                 Six months   Six months  Year                  
                                  ended       ended       ended                 
R million                         31 December  31 December 30 June              
2010        2009        2010                  
Embedded value at end of period   24 074       20 887      22 558               
Less: Embedded value at           (22 558)     (20 040)    (20 040)             
beginning of period                                                             
Increase in embedded value        1 516        847         2 518                
Net increase in capital           (17)         (5)         7                    
Dividends paid                    214          194         375                  
Shares issued to non-             -            (2)         (2)                  
controlling interests                                                           
Transfer to hedging reserve       10           18          (12)                 
Embedded value earnings           1 723        1 052       2 886                
Annualised return on opening      15.9%        10.8%       14.4%                
embedded value                                                                  
Table 4: Components of Group embedded value earnings                            
R million                    Net worth  Cost of    Value of  Embedded           
                                        required  in-force  value               
capital    covered                       
                                                  business                      
                                                  less                          
                                                  cost of                       
STC                           
Total profit from new        (991)      (29)       1 701     681                
business (at point of sale)                                                     
Profit from existing                                                            
business                                                                        
-  Expected return           915        (1)        129       1 043              
-  Change in methodology     323        13         (103)     233                
and assumptions(1)                                                              
-  Experience variances      (17)       4          383       370                
Acquisition of Standard      (751)      (19)       616       (154)              
Life Healthcare and                                                             
Prudential joint venture(2)                                                     
Other initiative costs(3)    (104)      -          8         (96)               
Non-recurring expenses(4)    (63)       -          1         (62)               
Acquisition costs(5)         (28)       -          (0)       (28)               
Foreign exchange rate        (355)      7          (37)      (385)              
movements                                                                       
Cost of STC                  (21)       -          13        (8)                
Return on shareholders`      129        -          -         129                
funds(6)                                                                        
Embedded value earnings      (963)      (25)       2 711     1 723              
(1) The changes in methodology and assumptions will vary over time to reflect   
adjustments to the model and assumptions as a result of changes to the          
operating and economic environment. The current period`s changes are described  
in detail in Table 5 below (for previous periods refer to previous embedded     
value statements).                                                              
(2) Whilst the acquisition of Standard Life Healthcare is embedded value        
neutral, an embedded value loss arises on the increase in Discovery`s           
shareholding in the Prudential joint venture as the embedded value places no    
value on the right to use the Prudential brand, the right to use the            
Prudential balance sheet or on Discovery`s increased share of the value of in-  
force PruProtect business.                                                      
(3) This item reflects the expenses relating to the acquisition of Standard     
Life Healthcare, the investment in Ping An Health, the establishment of The     
Vitality Group in the United States, PruProtect and Discovery Invest. These     
costs have not been projected on a recurring basis in the embedded value due    
to the fact that income from business sold under these initiatives has not      
been projected or the costs are not expected to recur.                          
(4) Non-recurring expenses include Group costs related to one-off marketing     
events and one-off remuneration costs payable on the relocation of senior       
executives.                                                                     
(5) Acquisition costs relate to commission paid on Life business and expenses   
incurred in writing Health and Vitality business that has been written over     
the period but that will only be activated and on risk after the valuation      
date. These policies are not included in the embedded value or the value of     
new business and therefore the costs are excluded.                              
(6) Return on shareholders` funds is shown net of tax and management charges.   
Table 5: Methodology and assumption changes                                     
Health and      Life and         PruHealth                        
              Vitality        Invest                                            
R million      Net    Value    Net     Value   Net      Value   Total           
              worth  of       worth   of      worth    of                       
in-               in-             in-                      
                     force            force            force                    
Modelling      -      -        204     (283)   -        (8)     (87)            
changes(1)                                                                      
Expenses       -      487      1       10      -        -       498             
Lapses and     -      -        5       (32)    -        (64)    (91)            
surrenders                                                                      
Mortality and  -      -        (9)     7       -        -       (2)             
morbidity                                                                       
Benefit        -      -        (41)    11      -        -       (30)            
enhancements                                                                    
Commission     -      -        -       -       -        (20)    (20)            
Vitality       -      (84)     -       -       -        -       (84)            
Economic       -      (11)     (7)     165     -        (6)     141             
assumptions                                                                     
Premium and    -      -        2       (1)     -        -       1               
benefit                                                                         
increases                                                                       
Increased      -      -        -       -       -        (11)    (11)            
capital                                                                         
requirement                                                                     
Reinsurance(2  -      -        337     (352)   (169)    102     (82)            
)                                                                               
Total          -      392      492     (475)   (169)    (7)     233             
(1) The Life and Invest modelling changes relate mainly to a change in the      
statutory reserving methodology for Invest policies and to the modelling of     
waiver of premium claims.                                                       
(2) The reinsurance item relates to the impact of the financing reinsurance     
arrangements                                                                    
Table 6: Experience variances                                                   
              Health and      Life and         PruHealth                        
              Vitality        Invest                                            
R million      Net     Value   Net      Value   Net     Value   Total           
              worth   of      worth    of      worth   of                       
                      in-               in-            in-                      
                      force            force           force                    
Renewal        21      -       (1)      0       16      (7)     29              
expenses                                                                        
Lapses and     6       183     15       106     -       -       310             
surrenders(1)                                                                   
Mortality and  -       -       41       (2)     33      (8)     64              
morbidity                                                                       
Policy         -       (11)    (97)     56      -       -       (52)            
alterations(2                                                                   
)                                                                               
Backdated      -       -       (27)     7       -       -       (20)            
cancellations                                                                   
Premium        -       -       2        (10)    -       -       (8)             
income                                                                          
Economic       0       28      (17)     (13)    -       -       (2)             
assumptions(3                                                                   
)                                                                               
Tax(4)         (12)    -       94       (90)    (30)    2       (36)            
Reinsurance    -       -       28       (10)    (13)    -       5               
Extended       -       97      -        4       -       14      115             
modelling                                                                       
term                                                                            
Other          (2)     (6)     (35)     40      (39)    7       (35)            
Total          13      291     3        88      (33)    8       370             
(1) The total Health and Vitality lapse experience variance of R189 million     
consists of a positive variance of R92 million due to lower than expected       
lapses and a positive variance of R97 million due to the net growth in          
existing employer groups (i.e. R420 million in respect of members joining       
existing employer groups during the period offset by an amount of R323 million  
in respect of members leaving existing employer groups).                        
(2) Policy alterations relate to changes to existing benefits at the request    
of the policyholder.                                                            
(3) For Life and Invest, the economic assumptions variance relates primarily    
to lower than expected premium and benefit increases due to lower than          
expected inflation over the period.                                             
(4) The tax variance for Life and Invest arises due to a movement in the        
deferred tax asset which delays the payment of tax.                             
Table 7: Embedded value of new business                                         
R million                    Six        Six        % change  Year               
                            months     months               ended               
                             ended     ended                30 June             
31         31                   2010                
                            December   December                                 
                            2010       2009                                     
Health and Vitality                                                             
Present value of future      223        164                  541                
profits from new business                                                       
at point of sale                                                                
Cost of required capital     (7)        (6)                  (18)               
Cost of STC                  (6)        (10)                 (16)               
Present value of future      210        148        42        507                
profits from new business                                                       
at point of sale after cost                                                     
of required capital and STC                                                     
New business annualised      713        576        24        2 254              
premium income(1)                                                               
Life and Invest                                                                 
Present value of future      498        478                  879                
profits from new business                                                       
at point of sale(2)                                                             
Cost of required capital     (17)       (17)                 (33)               
Cost of STC                  (14)       (14)                 (26)               
Present value of future      467        447        4         820                
profits from new business                                                       
at point of sale after cost                                                     
of required capital and STC                                                     
New business annualised      883        804        10        1 621              
premium income(3)                                                               
Annualised profit margin(4)  6.4%       6.5%                 5.9%               
Annualised profit margin     9.0%       9.0%                 8.4%               
excluding Invest Business                                                       
PruHealth                                                                       
Present value of future      9          22                   16                 
profits from new business                                                       
at point of sale                                                                
Cost of required capital     (5)        (3)                  (6)                
Cost of STC                  (0)        (1)                  (0)                
Present value of future      4          18         (78)      10                 
profits from new business                                                       
at point of sale after cost                                                     
of required capital and STC                                                     
New business annualised      109        60         82        147                
premium income(5)                                                               
Annualised profit margin(4)  0.6%       3.3%                 0.7%               
(1) Health new business annualised premium income is the gross contribution to  
the medical schemes. For embedded value purposes, Health new business is        
defined as individuals and members of new employer groups, and includes         
additions to first year business. There have been no changes to the definition  
of new business since the previous valuation.                                   
The new business annualised premium income shown above excludes premiums in     
respect of members who join an existing employer after the first year, as well  
as premiums in respect of new business written during the period but only       
activated after 31 December 2010.                                               
The total Health and Vitality new business annualised premium income written    
over the period was R2 061 million (June 2010: R4 679 million; December 2009:   
R1 862 million).                                                                
(2) Included in the Life and Invest value of new business is R1 million (June   
2010: R22 million; December 2009: R5 million) in respect of investment          
management services provided on off balance sheet investment business.          
(3) Life new business is defined as Life policies or Discovery retirement       
Optimiser policies which incepted during the reporting period and which are on  
risk at the valuation date. Invest new business is defined as business where    
at least one premium has been received and which has not been refunded after    
receipt.                                                                        
The new business annualised premium income of R883 million (June 2010: R1 621   
million; December 2009: R804 million) (single premium APE:                      
R224 million (June 2010: R480 million; December 2009: R210 million)) shown      
above excludes automatic premium increases and servicing increases in respect   
of existing business. The total Life new business annualised premium income     
written over the period, including both automatic premium increases of R195     
million (June 2010: R392 million; December 2009:                                
R196 million) and servicing increases of R151 million (June 2010:               
R290 million; December 2009: R116 million) was R1 229 million (June 2010: R2    
303 million; December 2009: R1 116 million) (single premium APE: R224 million   
(June 2010: R480 million; December 2009:                                        
R210 million)). Single premium business is included at 10% of the value of the  
single premium.                                                                 
Policy alterations, including Discovery retirement Optimisers added to          
existing Life Plans are shown in Table 6 as experience variances and not        
included as new business.                                                       
Risk business written prior to the valuation date allows certain Invest         
business to be written at financially advantageous terms, the impact of which   
has been recognised in the value of new business.                               
Term extensions on existing contracts are not included as new business.         
(4) The annualised profit margin is the value of new business expressed as a    
percentage of the present value of future premiums                              
(5) PruHealth new business is defined as individuals and employer groups which  
incepted during the reporting period. The new business annualised premium       
income shown above has been adjusted to exclude premiums in respect of members  
who join an existing employer group after the first month as well as premiums   
in respect of new business written during the period but only activated after   
31 December 2010. There have been no changes to the definition of new business  
since the previous valuation.                                                   
Table 8: Embedded value economic assumptions                                    
                                31 December  31 December  30 June               
                                 2010        2009         2010                  
Beta coefficient                                                                
South Africa                     0.56         0.51         0.54                 
United Kingdom                   0.56         0.51         0.54                 
Equity risk premium                                                             
South Africa                     3.50         3.50         3.50                 
United Kingdom                   4.00         4.00         4.00                 
Risk discount rate (%)                                                          
-'Health and Vitality            10.46        10.79        10.89                
-'Life and Invest                10.46        10.79        10.89                
-'PruHealth                      6.73         6.99         6.62                 
Rand / GB Pound Exchange Rate                                                   
Closing                          10.30        11.90        11.48                
Average                          11.04        12.43        11.96                
Medical inflation (%)                                                           
South Africa                     7.50         8.00         8.00                 
United Kingdom                   7.00         Current      7.00                 
                                             levels                             
reducing to                       
                                              7.00% over                        
                                             the                                
                                             projection                         
period                            
Expense inflation and CPI (%)                                                   
South Africa                     4.50         5.00         5.00                 
United Kingdom                   3.75         3.75         3.75                 
Pre-tax investment return (%)                                                   
South Africa                     7.00         7.50         7.50                 
- Cash                                                                          
- Bonds                          8.50         9.00         9.00                 
- Equity                         12.00        12.50        12.50                
United Kingdom                   3.99         4.45         3.96                 
- Risk free                                                                     
Dividend cover ratio             4.5 times    4.5 times    4.5 times            
Income tax rate (%)                                                             
South Africa                     28.00        28.00        28.00                
United Kingdom                   28.00%       28.00        28.00%               
                                 reducing                 reducing              
to                        to                    
                                 24.00% in                 24.00%               
                                April 2014                in                    
                                                          April                 
2014                  
Projection term                                                                 
-'Health and Vitality            20 years     20 years     20 years             
-'Group Life                     10 years     10 years     10 years             
-'PruHealth                      20 years     20 years     20 years             
Life and Invest mortality, morbidity and lapse and surrender assumptions were   
derived from internal experience, where available, augmented by reinsurance     
and industry information. An additional lapse rate is assumed over the next 12  
months to allow for the potential impact of the current economic climate on     
policyholder lapses.                                                            
The Health lapse assumptions were based on the results of recent experience     
investigations. The lapse rate for the projection term after 10 years was set   
above current experience.                                                       
The PruHealth assumptions were derived from internal experience augmented by    
industry information. Best estimate morbidity assumptions and forecast          
Vitality costs allow for the impact of management actions. The lapse rate over  
the short-term is assumed to be higher than the long-term expected lapse rate   
to allow for the impact of the current economic climate on lapses.              
Renewal expense assumptions were based on the results of the latest expense     
and budget information.                                                         
The initial expenses included in the calculation of the value of new business   
are the actual costs incurred, except for Invest business where the initial     
expenses are based on medium-term expectations which are lower than the         
current total costs. This reflects a realistic position for Invest.             
The investment return assumption was based on a single interest rate derived    
from the risk-free zero coupon government bond yield curve. Other economic      
assumptions were set relative to this yield. The current and projected tax      
position of the policyholder funds within the Life company has been taken into  
account in determining the net investment return assumption.                    
It is assumed that, for the purposes of calculating the cost of required        
capital, the Life required capital amount will be backed by surplus assets      
consisting of 100% equities and the Health, Vitality and PruHealth required     
capital amounts will be fully backed by cash. Allowance has been made for tax   
and investment expenses in the calculation of the cost of capital. In           
calculating the capital gains tax ("CGT") liability, it is assumed that the     
portfolio is realised every five years. The Life cost of capital is calculated  
using the difference between the gross of tax equity return and the equity      
return net of tax and expenses. The Health and PruHealth cost of capital is     
calculated using the difference between the risk discount rate and the net of   
tax cash return.                                                                
Sensitivity to the embedded value assumptions                                   
The embedded value has been calculated in accordance with the Actuarial         
Society of South Africa`s Professional Guidance Note PGN 107: Embedded Value    
Reporting. The updated guidance note was applied for the first time in          
December 2008. The risk discount rate, calculated in accordance with the        
updated guidance note, uses the CAPM approach with specific reference to the    
Discovery beta coefficient. The Discovery beta coefficient reflects the         
historic performance of the Discovery share price relative to the market and    
infers a lower allowance for non-market related and non-financial risk.         
Previously, the potential cost of these risks to shareholders was allowed for   
through a higher margin in the risk discount rate. Investors may want to form   
their own view on an appropriate allowance for the non-financial risks which    
have not been modelled explicitly.                                              
The sensitivity of the embedded value and the value of new business at 31       
December 2010 to changes in the risk discount rate is shown below. In           
determining the values at different risk discount rates, all other assumptions  
have been left unchanged.                                                       
Table 9: Embedded value sensitivity to risk discount rate                       
R million                  Risk discount  Published risk  Risk discount         
                          rate -1%        discount rate  rate +1%               
Adjusted net worth plus    2 851          2 851           2 851                 
value of Standard Life                                                          
Healthcare                                                                      
Value of in-force covered  24 436         22 231          20 369                
business before cost of                                                         
capital                                                                         
Cost of required capital   (379)          (375)           (370)                 
Cost of STC                (736)          (633)           (556)                 
Discovery Holdings         26 172         24 074          22 294                
embedded value                                                                  
Table 10: Value of new business sensitivity to risk discount rate               
R million                  Risk discount  Published risk  Risk discount         
rate -1%        discount rate  rate +1%               
Present value of future    886            730             597                   
profits from new business                                                       
at point of sale                                                                
Cost of required capital   (29)           (29)            (27)                  
Cost of STC                (27)           (20)            (16)                  
Present value of future    830            681             554                   
profits from new business                                                       
at point of sale after                                                          
cost of required capital                                                        
and STC                                                                         
Transfer secretaries                                                            
Computershare Investor Services (Pty) Limited'(Registration number              
2004/003647/07) Ground Floor, 70 Marshall Street, Johannesburg 2001'PO Box      
61051, Marshalltown 2107                                                        
Sponsors                                                                        
Rand Merchant Bank (A division of FirstRand Bank Limited)                       
Secretary and registered office                                                 
MJ Botha, Discovery Holdings Limited (Incorporated in the Republic of South     
Africa) (Registration number: 1999/007789/06) JSE share code: DSY'ISIN:         
ZAE000022331 155 West Street, Sandton 2146 PO Box 786722, Sandton 2146 Tel:     
(011) 529 2888'Fax: (011) 529 2958                                              
Directors                                                                       
MI Hilkowitz (Chairperson), A Gore* (Chief Executive Officer), Dr BA Brink, P   
Cooper, SB Epstein (USA), R Farber*, HD Kallner*, NS Koopowitz*, Dr TV Maphai,  
HP Mayers*, V Mufamadi, AL Owen (UK), A Pollard*, JM Robertson* (CIO),          
SE Sebotsa, T Slabbert, B Swartzberg*, SV Zilwa'*Executive                      
Date: 22/02/2011 10:00:01 Supplied by www.sharenet.co.za                     
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