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Thu 1 Sep 2011, 10:00 DSY - Discovery Holdings Limited - Audited results announcement and cash
DSY
DSY                                                                             
DSY - Discovery Holdings Limited - Audited results announcement and cash        
dividend declaration for the year ended 30 June 2011                            
Discovery Holdings Limited                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1999/007789/06)                                           
JSE share code: DSY    ISIN: ZAE000022331                                       
AUDITED RESULTS ANNOUNCEMENT AND CASH DIVIDEND DECLARATION                      
FOR THE YEAR ENDED 30 JUNE 2011                                                 
Operating profit                                                                
up 32% to R2 838 million                                                        
Normalised headline earnings per share                                          
up 31% to 365.8 cents                                                           
Embedded value per share                                                        
up 19% to R48.45                                                                
Gross inflows under management                                                  
up 21% to over R50 billion                                                      
Introduction                                                                    
Discovery performed strongly during the past financial year. Despite economic   
uncertainty, considerable policy debates and volatile markets both locally and  
internationally, the year under review was a seminal one for Discovery - it     
achieved considerable success in the context of growth, innovation and quality  
across virtually all areas of the business. Not only did Discovery`s businesses 
perform better than expected, but it also made significant progress in          
furthering the development of the Vitality framework and its alternate          
applications locally, and in translating Discovery`s business model into a      
`repeatable` construct that underpins its expansion into new markets. This      
manifested in a decisive year:                                                  
Discovery acquired Standard Life HealthCare, the UK`s fourth largest health     
insurer and began its integration into PruHealth.                               
Discovery increased its shareholding in the Prudential plc joint venture from   
50% to 75%.                                                                     
Discovery concluded the joint venture with the US health insurer Humana and     
launched HumanaVitality on 1 July 2011.                                         
Discovery launched Discovery Insure, its short-term insurance business.         
In addition, the period under review saw Discovery consolidating its capacity   
and potential for growth going forward.                                         
Discovery`s capital base was strengthened by the issuing of R800 million of     
perpetual preference shares, placing the Group in a strong position to          
experience continued growth without recourse to additional capital.             
Notable highlights over the period include:                                     
Financial performance: Discovery`s financial performance exceeded expectation.  
Normalised profit from operations grew 32% with normalised headline earnings    
growing 31%. In addition, the period under review saw embedded value increasing 
by 19%, coupled with positive experience variances.                             
Existing businesses: Discovery`s existing businesses performed well. Its focus  
on quality manifested in strong embedded value growth, improved new business    
margins and significant positive experience variances. These outcomes illustrate
how these businesses have outperformed the actuarial assumptions made.          
Emerging businesses: Discovery`s emerging businesses (PruHealth, PruProtect,    
and Discovery Invest) performed better than expected, with all three generating 
profits and positioning themselves strongly for profitability going forward. The
scale of these emerging businesses is demonstrated by the fact that their       
combined run rate of new business at the end of the financial year now accounts 
for almost a third of Discovery`s new business.                                 
New international businesses: Discovery`s new international business,           
HumanaVitality - a joint venture with the US insurer Humana - has been          
exceptionally well received with over 480 000 members committed to Vitality in  
the United States. This brings the total committed Vitality membership in the   
United States to 680 000. Ping An Health, Discovery`s joint venture with the    
Ping An Insurance Group of China, Ltd is showing early signs of the benefits of 
Discovery`s health and wellness platform. Although still young, the business now
covers                                                                          
300 000 lives, generating R155 million revenue over the six-month period to June
2011.                                                                           
New local businesses: Discovery`s entry into the short-term insurance market    
with Discovery Insure exceeded expectation, with strong market receptivity of   
the business manifesting in a new business run rate in excess of R1 million per 
day in just 12 weeks since its launch in May this year.                         
Development of the Vitality model: Underpinning Discovery`s performance is its  
integrated business model of which Vitality forms the basis. During the period  
under review, Discovery made considerable advances in furthering its            
understanding of the effect of consumer engagement and wellness on health and   
life insurance. In both cases, the scientific evidence is clear: Vitality       
creates better selection, more accurate pricing, better mortality and morbidity,
and superior selective lapsation. The effect of this in both health and life    
insurance is significant as it not only provides greater actuarial stability but
also adds unique value to Discovery`s customers. During the period under review,
work was done on the Vitality model to ensure its repeatability in markets such 
as China, the United States and the United Kingdom. In addition, the model was  
used as the basis for Discovery Insure, applying the principles of behavioural  
economics to the science of driving, resulting in significant value for         
consumers. While still embryonic, this model forms the foundation for the       
internationalisation of Discovery`s assets and business.                        
Discovery Health                                                                
Discovery Health`s performance was pleasing and exceeded expectation. The period
under review saw strong growth in individual business with a 24% increase in    
individual new business. In addition, operating profits increased by 14% to R1  
357 million, with the total medical scheme membership managed by Discovery      
Health increasing by 6% to 2.5 million lives, and the Discovery Health Medical  
Scheme annualised lapse rate decreasing to 4.07%. New business decreased by 13% 
compared to the previous year. This was however in line with expectation: the   
previous year`s new business performance was off a high base, attributable to   
the acquisition of the administration contracts for two large restricted schemes
and a large corporate scheme in DHMS that resulted in a 48% increase in the     
quantum of new business since the 2009 period.                                  
Discovery Health`s primary role is to ensure that the members of the schemes    
under its management have access to quality healthcare on a sustainable basis.  
This requires the management of clinical, actuarial, technological and          
regulatory challenges. In addition, Discovery Health must play a fundamental    
role in building the healthcare system,                                         
not only for its members, but for all South Africans. Discovery Health remains  
acutely aware of this responsibility. Its primary strategy has been to use its  
scale and expertise and invest significantly in its assets to fulfil this       
responsibility.During the year under review, the success of this strategy       
continued to manifest with strong membership growth, lower and decreasing lapse 
rates, and the rollout of enhanced services for members such as MedXpress,      
Discovery Health`s pharmacy delivery service.                                   
Most importantly, Discovery Health`s risk management capabilities and direct    
payment arrangements with healthcare professionals as well as hospital          
arrangements resulted in a low rate of medical inflation for the Discovery      
Health Medical Scheme, compared to competitor schemes in the market. Over the   
last four years, for a common basket of medical procedures, the Discovery Health
Medical Scheme experienced an effective medical inflation rate of 8.3%, versus a
market average of 11.6%. The cumulative effect of this over the four-year period
is a difference of 13%.                                                         
In addition, Discovery Health invested considerably in tools that enhance the   
quality and minimise the cost of care for members. Most notably, it began       
rolling out PracticeXpress - a comprehensive suite of technologies, based       
initially on the iPad, that gives healthcare professionals access to patients`  
electronic health records at the point of care, and allows them to interface    
online with Discovery Health, and with various aspects of the healthcare system 
such as pharmacies, MedXpress and other healthcare professionals. The purpose of
this is to ensure better coordination of care and to improve efficiency and     
quality. Going forward, Discovery Health will be rolling out this technology    
proactively to ensure its take-up nationally with healthcare professionals.     
From a regulatory perspective, the period under review saw the National Health  
Insurance (NHI) policy debate mature considerably, manifesting in the release of
the Department of Health`s Green Paper - the policy proposal for the            
implementation of comprehensive NHI for all South Africans. Discovery Health    
strongly supports the rollout of an NHI system, as we believe that South Africa 
needs healthcare reform to ensure a comprehensive healthcare system for all     
South Africans. The policy proposals set out are rational, appropriate and bold.
Importantly, they seek to address human resource shortages in the healthcare    
system, raise additional revenue for healthcare delivery and recognise the role 
of both the public and private healthcare sectors. Discovery Health is confident
that if properly executed, South Africa`s healthcare system will be             
strengthened. Discovery Health remains confident of its role in this emerging   
environment.                                                                    
Discovery Life                                                                  
Discovery Life`s performance was excellent with the value of in-force business  
increasing by 25% from R9 437 million to R11 764 million and operating profit   
growing by 16% from R1 341 million to R1 558 million. New business grew 5% from 
R1 542 million to R1 620 million, and Core risk new business (excluding         
Automatic Contribution Increases) increased by 10%. Given the scale of the      
business and its rapid growth, Discovery Life`s primary strategy during the year
was to focus on the quality of the business. The success of this strategy       
manifested in a number of key areas:                                            
The rate of policy lapsation reduced significantly and came within the level of 
the long-term lapse assumption inherent in the embedded value calculation. This 
was a fundamental and important outcome given the elevated lapsation rates that 
the industry has experienced during the financial crisis over the last few      
years.                                                                          
Work done by Discovery Life at statistically predicting the causes of lapses    
illustrated clearly that a primary antidote to the consumer problem of lack of  
affordability was the Vitality integrated model. Pleasingly, during the year    
under review, engagement in Vitality among Discovery Life policyholders         
continued to increase, and the effects of engagement, even at the blue Vitality 
Status level, are significant.                                                  
Expense levels were significantly reduced during the period, with a significant 
change in unit costs resulting in increasing new business margins and strong    
experience variances.                                                           
A focus on innovation to meet the complex and unique needs of the Discovery     
Life client base continued. During the period, a number of new products were    
launched, most notably, the AccessCoverTrade Mark product, which makes life     
cover fungible and gives policyholders the choice to cash in life cover during  
life-changing events such as severe illness and disability; and the Philanthropy
Fund, allowing policyholders to buy additional life cover to meet their specific
philanthropic needs.                                                            
These combined strategies manifested in the new business margin increasing by   
1.4% from 8.4% to 9.8%.                                                         
Discovery Invest                                                                
Discovery Invest`s performance was exceptional, with the business turning       
significantly profitable with an operating profit of R101 million. Assets under 
management exceeded R17,2 billion and importantly, Discovery Funds performed    
exceptionally well with more fund choices made towards Discovery Funds,         
resulting in improved margins.                                                  
Discovery Invest`s primary strategy is to provide products and services that    
enable its investors to take advantage of an open architecture investment       
environment, while being protected against volatile markets or poor investment  
choices. A fundamental test of Discovery Invest`s value proposition is to       
consider the performance of its products                                        
since inception, a perfect test of efficacy given market volatility and the     
financial crisis. A test in aggregate of this approach, is that a hypothetical  
client investing in a basket of Discovery Funds would have outperformed the     
equivalent benchmark of funds by a cumulative 7.1% over four years, with the    
unique Discovery Invest features adding a further cumulative 5.5%.              
During the period under review, Discovery Invest continued to launch new        
products, predicated on the same philosophy. The Guaranteed Escalator Annuity is
a strong example of this, enabling customers to invest in equity-linked         
annuities while enjoying a strong guaranteed underpin and financial protection  
for longevity.                                                                  
The cumulative effect of Discovery Invest`s increasing scale, competitiveness,  
unique product propositions and fund choices led to a significant increase in   
new business margins and business profitability.                                
PruHealth                                                                       
The year under review was a defining one for Discovery`s UK businesses. During  
the period, Discovery acquired Standard Life HealthCare (SLH), the UK`s fourth  
largest health insurer and contributed this to the joint venture, thereby       
increasing Discovery`s shareholding of both PruHealth and PruProtect from 50% to
75%. This gave Discovery the opportunity to focus on building both PruHealth and
PruProtect along the lines of its Vitality-integrated model, thereby providing a
unique value proposition in a market characterised by strong competition and    
product commoditisation. PruHealth`s performance during the period exceeded     
expectation despite the particularly difficult economic environment in the UK,  
which has a dramatic effect on the Private Medical Insurance market. During the 
period under review, PruHealth focused on four important strategic thrusts.     
PruHealth:                                                                      
Successfully decreased its loss ratio and expense levels.                       
Successfully completed the SLH acquisition with the business performing better  
than the assumptions made during the due diligence.                             
Rolled out a best-of-breed product range incorporating the relative merits of   
both the PruHealth and SLH product offerings.                                   
Began work on rolling out Vitality to the entire combined membership base.      
These strategies resulted in strong performance: the 2011 expense base of the   
combined book decreased by 11% off the 2010 base; new business (including the   
contribution of the ex-Standard Life HealthCare book) increased by 49%, and R61 
million operating profit was achieved for the combined business.                
PruProtect                                                                      
PruProtect`s performance was exceptional across all performance metrics. The    
company turned to profitability during the last six months of the financial     
year, while capturing an estimated 6% to 8% of broker new business in the UK    
life insurance market. Importantly, the PruProtect business model closely       
resembles the Discovery Life model and demonstrates strongly the power of       
Discovery`s ability to replicate the model in other markets. This performance   
was underpinned by the Vitality chassis that enables dynamic pricing; innovative
risk benefits that led to multiple ancillary benefits per policy; the franchise 
broker distribution model that enables high advice with variable costs; and an  
efficient capital model utilising the Prudential Life Insurance Fund. The       
combination of these manifested in policies in-force increasing by 92% from 35  
915 to 68 880 and the average daily new business application count increasing   
from 163 to 241. In addition, mortality experience was significantly lower than 
expected and the number of policies indexed to inflation increased from 5% to   
20%, thereby generating higher new business margins.                            
PruProtect continues to pursue rapid and focused innovation, with the product   
launch during the period incorporating a number of powerful, new product        
concepts, resulting in positive market receptivity and strong new business      
growth. PruProtect saw new business API increasing 28% from R228 million to R290
million; and a maiden half-year after-tax profit of R7 million.                 
Vitality                                                                        
Vitality`s performance was excellent and its role in product integration,       
engagement and achieving superior levels of mortality and morbidity experience  
was further enhanced during the period under review. Engagement levels of key   
Vitality activities increased dramatically, with gym membership increasing to   
400 000 members; HealthyFoodTrade Mark activations exceeding 260 000 and almost 
12.5 million trolleys purchased since inception; as well as over R200 million in
HealthyFoodTrade Mark cash backs paid out since the launch of HealthyFoodTrade  
Mark in February 2009.                                                          
The period under review also saw Vitality continue its work in understanding the
academic and scientific link between Vitality engagement and mortality and      
morbidity experience, and the resulting impact on hospital-related costs.       
In support of the cross-sectional studies published in 2009 and 2010 which      
found evidence for the link between fitness engagement and reduced hospital     
costs over time, a longitudinal study published in the Journal of Health        
Promotion during the period validated Vitality`s ability to get people engaged  
in complex fitness activities, and sustain this engagement over time.           
In addition, further work was done to leverage existing Health and Vitality     
data to assess the impact of Vitality on health systems. By levels of           
engagement, further evidence was found for the proposition that the probability 
of hospitalisation decreases as engagement increases, and engaged members make  
for better patients on a yearly                                                 
cost-per-life basis. Furthermore, with regards to cancer-specific inquiries,    
Vitality research found that engaged members have a far higher rate of early    
detection of cancer incidence as a result of active screening, and screened     
members experience significantly lower treatment costs when compared to non-    
screened members.                                                               
The period under review also saw the conclusion of the first Healthy Company    
Index, with over 100 companies participating in this survey on employee         
wellness. Through the process, Vitality obtained additional evidence to validate
Vitality Age as a predictor of morbidity risk. Respondents whose Vitality Age   
was greater than their actual age, experienced 35% more doctor visits in the    
past month, 26% more hospital days in the last year, and missed 28% more work   
days than their peers whose Vitality Age was less than or equal to their actual 
age.                                                                            
It is this significant and continually evolving knowledge and capability that   
has been used to underpin both Discovery`s local and nternational businesses.   
The DiscoveryCard performed pleasingly during the period under review and       
reflected both the quality of Discovery`s client base and the improving economic
environment. The DiscoveryCard captured 8.9% of the point-of-sale market share  
and the quality of the credit experience remained above expectation. It is      
providing a further integration platform for the Discovery Insure product. In   
addition, the period under review saw the launch of the Discovery Purple Card   
aimed at providing the higher end market segment with unique value.             
Ping An Health                                                                  
The strategic vision of Ping An Health is to create the premier  specialist     
health insurer in China, offering innovative, consumer-centric products and     
services. During the period under review, the Ping An Health team put in a      
significant amount of work to build the operational and product structures that 
will set up the company for strong growth, focusing on injecting Discovery`s    
intellectual property and know-how into Ping An Health. Progress has been made  
in a number of key areas of the business:                                       
Ping An Health has built its products through an iterative process in order to  
best understand the needs of the Chinese consumer. Additionally, the Discovery  
Vitality chassis is being built in China and Ping An Health`s products are being
supported by innovative technical marketing campaigns.                          
The branch network is expanding. Three new branches were added in the last      
year.                                                                           
Discovery has injected systems, risk management and clinical tools that will    
allow Ping An Health to offer consumers an integrated and efficient experience  
and to gather and collect accurate and up-to-date data for analytics, thereby   
transforming Ping An Health`s extensive medical network and service             
infrastructure into powerful assets in the Chinese health insurance market.     
Although still early in the joint venture, the business has shown rapid growth  
in its premium income over the first half of 2011, compared to previous periods 
and has accelerated its membership growth in 2011. Ping An Health will continue 
to build from a strong foundation - the company now offers services to 1 500    
group clients and administers a total of 300 000 lives.                         
Discovery Insure                                                                
Discovery Insure`s strategic rationale for entering into short-term insurance   
was to leverage its behavioural economics experience built off the Vitality     
chassis to encourage good driving behaviour and improved road safety.           
Fundamental to this approach is the use of incentives in encouraging good       
driving behaviour. The result is a telematics-enabled product construct that    
allows for tailored driver feedback and education on a driver`s unique driving  
style and patterns, coupled with a dynamic reward structure to initiate and     
sustain good driving behaviour.                                                 
Discovery Insure launched in May 2011, and the market`s receptivity towards the 
product and service offering has been overwhelmingly positive. In the third     
month since launch, average daily new business API exceeded R1 million.         
Furthermore, Discovery`s intent to further its integrated model through         
alternate business model applications of Vitality has been successful, with 98% 
of Discovery Insure policyholders having a Vitality policy, over 80% being      
Discovery Health members, over 60% having a DiscoveryCard, and over 35% having a
Discovery Life policy.                                                          
Going forward, Discovery Insure will focus on driving new business volumes,     
thereby accelerating mainstream adoption of the technology; and operationally   
delivering on the distinctive service platform. The goal is a societal one,     
making good driving within everyone`s grasp, and making South Africa`s roads    
safer for everyone`s benefit.                                                   
The Vitality Group and HumanaVitality                                           
Over the past financial year, The Vitality Group (TVG) has developed a strong   
foundation for building a meaningful business in the US, achieving the          
following:                                                                      
Developing strategic partnerships through Johnson&Johnson in the business-to-   
business channel and HumanaVitality in the insurance channel.                   
Maturing systems and operations infrastructure to support scale.                
Developing the largest network of access through health clubs, devices and      
retail outlets in the United States.                                            
Driving a level of member engagement with Vitality that is the highest among    
Discovery member companies (around 60% HRA completion rate amongst its ten      
largest clients).                                                               
Delivering strong membership growth (over 200 000 committed members).           
Furthermore, the considerable work done to evolve the science of Vitality,      
coupled with TVG`s proactive thought leadership drive to showcase the Vitality  
programme and build corporate reputation, led to strong external recognition for
the Vitality model over the period under review. One of TVG`s clients - Alcon   
Laboratories - was awarded the C. Everett Koop National Health Award for its use
of Vitality in promoting wellness. This is a highly prestigious award           
recognising outstanding workplace health improvement programmes that demonstrate
the ability to improve health risk status and reduce costs. This esteemed award 
goes a long way in establishing both TVG`s and Vitality`s credibility in the    
market.                                                                         
In addition, a further chapter in the international deployment of Vitality was  
concluded during the period, with HumanaVitality launching to market just six   
months after signing the contract. With over 480 000                            
HumanaVitality members committed to the programme, Vitality`s membership in the 
United States is now over 680 000, forming part of the two-million global       
Vitality membership base.                                                       
Prospects                                                                       
The work done over the past financial year has ensured that the Discovery Group 
is both well positioned and capitalised for continued growth and profitability  
into the future.                                                                
MI Hilkowitz                       A Gore                                       
Chairperson                        Chief Executive Officer                      

Income statement                                                                
FOR THE YEAR ENDED 30 JUNE 2011                                                 
R million                                 Group     Group     %                 
2011      2010      change              
Insurance premium revenue                 12 486     7 860                      
Premium revenue from investment contracts                                       
transferred to insurance contracts         -         1 865                      
Reinsurance premiums                      (1 700)    (1 172)                    
Net insurance premium revenue             10 786     8 553                      
Fee income from administration business   3 888      3 380                      
Investment income                          205       239                        
Net realised gains on available-for-sale   202       200                        
financial assets                                                                
Net fair value gains on financial assets   661       276                        
at fair value through profit or loss                                            
Vitality income                           1 480      1 182                      
Net income                                17 222     13 830                     
Claims and policyholders` benefits        (5 573)    (2 586)                    
Insurance claims recovered from           1 246      841                        
reinsurers                                                                      
Recapture of reinsurance                  (313)      -                          
Net claims and policyholders` benefits    (4 640)    (1 745)                    
Acquisition costs                         (2 116)    (1 961)                    
Marketing and administration expenses     (6 012)    (4 807)                    
BEE expenses                              -         (6)                         
Amortisation of intangibles from business (97)       -                          
combinations                                                                    
Recovery of expenses from reinsurers       139       95                         
Transfer from assets/liabilities under    (1 530)    (2 717)                    
insurance contracts                                                             
- change in assets arising from           1 760      1 639                      
insurance contracts                                                            
- change in liabilities arising from      (3 184)    (4 291)                    
 insurance contracts                                                            
- change in liabilities arising from      (106)      (65)                       
reinsurance contracts                                                          
Fair value adjustment to liabilities      (52)       (175)                      
under investment contracts                                                      
Profit from operations                    2 914      2 514                      
Gains and losses resulting from business   609       -                          
combinations                                                                    
Write-off of software from business       (95)       -                          
combination                                                                     
Realised gains on disposal of              87        -                          
intellectual property                                                           
Realised gains on disposal of investment   122       -                          
property                                                                        
Finance costs                             (168)      (14)                       
Foreign exchange loss                     (14)       (3)                        
Share of loss from associate              (4)        -                          
Profit before tax                         3 451      2 497     38               
Income tax expense                        (872)      (782)     (12)             
Profit for the year                       2 579      1 715     50               
Profit attributable to:                                                         
- equity holders                          2 577      1 717     50               
- non-controlling interest                 2         (2)                        
                                         2 579      1 715     50                
Earnings per share for profit                                                   
attributable to the equity holders of the                                       
company during the year (cents):                                                
- basic                                    464.4     309.9     50               
- diluted                                  464.2     308.7     50               
Statement of comprehensive income                                               
FOR THE YEAR ENDED 30 JUNE 2011                                                 
R million                                 Group     Group     %                 
                                        2011      2010      change              
Profit for the year                       2 579     1 715                       

Other comprehensive income:                                                     
Change in available-for-sale financial    (122)      33                         
assets                                                                          
- unrealised gains                         61        238                        
- capital gains tax on unrealised gains   (9)       (33)                        
- realised gains transferred to profit    (202)     (200)                       
 or loss                                                                        
- capital gains tax on realised gains      28        28                         
Currency translation differences          (146)     (20)                        
- decrease in currency translation        (127)      (20)                       
 reserve                                                                        
- transfer to profit or loss on disposal   (19)      -                          
 of joint venture                                                               
Cash flow hedges                          (30)       12                         
- unrealised gains/(losses)               (31)      22                          
- tax on unrealised gains/losses           8         (12)                       
- realised (gains)/losses transferred     (10)       2                          
 to profit or loss                                                              
- tax on realised gains/losses             3         *                          

Other comprehensive income for the year,  (298)      25                         
net of tax                                                                      
Total comprehensive income for the year   2 281     1 740      31               
Attributable to:                                                                
- equity holders                          2 279     1 742      31               
- non-controlling interest                 2         (2)                        
Total comprehensive income for the year   2 281     1 740      31               
* Amount is less than R500 000                                                  
Headline earnings                                                               
FOR THE YEAR ENDED 30 JUNE 2011                                                 
R million                                 Group     Group     %                 
2011      2010      change              
Normalised headline earnings per share                                          
(cents):                                                                        
- undiluted                                365.8    279.9      31               
- diluted                                  365.5    278.8      31               
Headline earnings per share (cents):                                            
- undiluted                                295.3    278.8      6                
- diluted                                  295.2    277.7      6                
The reconciliation between earnings and                                         
headline earnings is shown below:                                               
Net profit attributable to equity          2 577    1 717                       
shareholders                                                                    
Adjusted for:                                                                   
- realised gains on available-for-sale     (174)    (172)                       
 financial assets net of CGT                                                    
- realised gains on disposal of            (57)      -                          
intellectual property net of                                                   
 deferred tax                                                                   
- realised gains on disposal of            (109)     -                          
 investment property net of CGT                                                 
- gain on disposal of joint venture        (667)     -                          
- write-off of software from business      68        -                          
 combination net of deferred tax                                                
Headline earnings                         1 638     1 545      6                
- recapture of reinsurance                 313       -                          
- DAC expense reversed due to business     (137)     -                          
 combination                                                                    
- amortisation of intangibles from         70        -                          
business combinations net of deferred                                          
 tax                                                                            
- once-off costs relating to acquisitions  58        -                          
- finance costs raised on puttable         86        -                          
non-controlling interest financial                                             
 liability                                                                      
- BEE expenses                             -         6                          
Normalised headline earnings              2 028     1 551      31               
Weighted number of shares in issue        554 847   554 117                     
(000`s)                                                                         
Diluted weighted number of shares (000`s) 555 056   556 257                     
Statement of financial position                                                 
AT 30 JUNE 2011                                                                 
R million                                          Group     Group              
                                                 2011      2010                 
ASSETS                                                                          
Assets arising from insurance contracts             9 044     7 076             
Property and equipment                              200       220               
Investment property                                 -         19                
Intangible assets including deferred acquisition    1 440     325               
costs                                                                           
Goodwill                                            1 302     -                 
Investment in associates                            260       -                 
Financial assets                                                                
- Equity securities                                 3 467     2 892             
- Equity linked notes                               4 742     2 861             
- Debt securities                                   1 535     714               
- Inflation linked securities                       159       68                
- Money market                                      2 680     1 453             
- Derivatives                                       46        111               
- Loans and receivables including insurance         2 269     1 885             
receivables                                                                     
Deferred income tax                                 296       303               
Current income tax asset                            -         101               
Reinsurance contracts                               180       121               
Cash and cash equivalents                           3 285     2 845             
Total assets                                        30 905    20 994            
EQUITY                                                                          
Capital and reserves                                                            
Share capital and share premium                     1 542     1 541             
Other reserves                                      278       574               
Retained earnings                                   7 149     6 267             
                                                   8 969     8 382              
Non-controlling interest                            4         -                 
Total equity                                        8 973     8 382             
LIABILITIES                                                                     
Liabilities arising from insurance contracts        10 621    6 198             
Liabilities arising from reinsurance contracts      1 308     1 160             
Financial liabilities                                                           
- Investment contracts at fair value through        2 063     1 544             
 profit or loss                                                                 
- Borrowings at amortised cost                      402       23                
- Derivatives                                       22        12                
- Puttable non-controlling interests                2 314     -                 
Deferred income tax                                 2 584     1 849             
Deferred revenue                                    130       75                
Employee benefits                                   97        70                
Trade and other payables                            2 391     1 681             
Total liabilities                                   21 932    12 612            
Total equity and liabilities                        30 905    20 994            
Statement of cash flows                                                         
FOR THE YEAR ENDED 30 JUNE 2011                                                 
R million                                          Group     Group              
                                                 2011      2010                 
Cash flow from operating activities                 (6)       1 630             
Cash generated by operations                        4 060     4 472             
Policyholder net investments                        (3 930)   (2 988)           
Working capital changes                             156       330               
286       1 814              
Dividends received                                  83        31                
Interest received                                   122       226               
Interest paid                                       (62)      (14)              
Taxation paid                                       (435)     (427)             
Cash flow from investing activities                 313       (105)             
Net disposals of financial assets                   1 369     112               
Disposal of investment property                     140       -                 
Purchase of equipment                               (40)      (127)             
Purchase of intangible assets                       (84)      (90)              
Purchase of subsidiary                              (1 072)   -                 
Cash flow from financing activities                 198       (396)             
Proceeds from issuance of ordinary shares           282       2                 
Dividends paid to equity holders                    (461)     (389)             
Repayment of borrowings                             (23)      (9)               
Increase in borrowings                              400       -                 

Net increase in cash and cash equivalents           505       1 129             
Cash and cash equivalents at beginning of year      2 845     1 737             
Exchange losses on cash and cash equivalents        (65)      (21)              
Cash and cash equivalents at end of year            3 285     2 845             
Statement of changes in equity                                                  
FOR THE YEAR ENDED 30 JUNE 2011                                                 
                                  Attributable to equity holders of             
the Company                                    
R million                          Share     Share-   Revalua-  Trans-          
                                 capital   based    tion      lation            
                                 and       payment  reserve*  reserve           
share     reserve                              
                                 premium                                        
Year ended 30 June 2010                                                         
At beginning of year                1 548     307      112      96              
Profit for the year                 -         -        -         -              
Other comprehensive income          -         -        33        (20)           
Total comprehensive income for      -         -        33        (20)           
the year                                                                        
Transactions with owners:                                                       
Increase in treasury shares         (13)      -        -         -              
Non-controlling interest            -         -        -         -              
share issue                                                                     
Realised gains from                 6         -        -         -              
treasury shares                                                                 
Employee share option schemes:                                                  
- Value of employee services        -         9        -         -              
Dividends paid to equity holders    -         -        -         -              
Total transactions with owners      (7)       9        -         -              
At end of year                      1 541     316      145       76             
Year ended 30 June 2011                                                         
At beginning of year                1 541     316      145       76             
Profit for the year                 -         -        -         -              
Other comprehensive income          -         -        (122)     (146)          
Total comprehensive income for      -         -        (122)     (146)          
the year                                                                        
Transactions with owners:                                                       
Increase in treasury shares         (16)      -        -         -              
Realised gains from                 17        -        -         -              
treasury shares                                                                 
Non-controlling interest share      -         -        -         -              
issues                                                                          
Non-controlling interest            -         -        -         -              
share buy-backs                                                                 
Fair value adjustment of            -         -        -         -              
non-controlling interest share                                                  
of subsidiary                                                                   
Transfer to puttable                -         -        -         -              
non-controlling interest liability                                              
Employee share option schemes:                                                  
- Value of employee services        -         2        -         -              
Dividends paid to equity holders    -         -        -         -              
Total transactions with owners      1         2        -         -              
At end of year                      1 542     318      23        (70)           
Statement of changes in equity                                                  
FOR THE YEAR ENDED 30 JUNE 2011                                                 
                         Attributable to equity                                 
                        holders of the Company                                  
R million                 Hedging   Retained Total     Non-      Total          
reserve   earnings          con-                        
                                                  trolling                      
                                                  interest                      
Year ended 30 June 2010                                                         
At beginning of year       25        4 925    7 013     -         7 013         
Profit for the year        -         1 717    1 717     (2)       1 715         
Other comprehensive        12        -        25        -         25            
income                                                                          
Total comprehensive        12        1 717    1 742     (2)       1 740         
income for the year                                                             
Transactions with owners:                                                       
Increase in treasury       -         -        (13)      -         (13)          
shares                                                                          
Non-controlling interest   -         -        -         2         2             
share issue                                                                     
Realised gains from        -         -        6         -         6             
treasury shares                                                                 
Employee share                                                                  
option schemes:                                                                 
- Value of employee        -         -        9         -         9             
services                                                                       
Dividends paid to          -         (375)    (375)     -         (375)         
equity holders                                                                  
Total transactions         -         (375)    (373)     2         (371)         
with owners                                                                     
At end of year             37        6 267    8 382     -         8 382         
Year ended 30 June 2011                                                         
At beginning of year       37        6 267    8 382     -         8 382         
Profit for the year        -         2 577    2 577     2         2 579         
Other comprehensive        (30)      -        (298)     -         (298)         
income                                                                          
Total comprehensive        (30)      2 577    2 279     2         2 281         
income for the year                                                             
Transactions with owners:                                                       
Increase in treasury       -         -        (16)      -         (16)          
shares                                                                          
Realised gains from        -         -        17        -         17            
treasury shares                                                                 
Non-controlling interest   -         -        -         1 070     1 070         
share issues                                                                    
Non-controlling interest   -         -        -         (2)       (2)           
share buy-backs                                                                 
Fair value adjustment of   -         51       51        (51)      -             
non-controlling interest                                                        
share of subsidiary                                                             
Transfer to puttable       -         (1 301)  (1 301)   (1 015)   (2 316)       
non-controlling interest                                                        
liability                                                                       
Employee share option                                                           
schemes:                                                                        
- Value of employee        -         -        2         -         2             
 services                                                                       
Dividends paid             -         (445)    (445)     -         (445)         
to equity holders                                                               
Total transactions         -         (1 695)  (1 692)   2         (1 690)       
with owners                                                                     
At end of year             7         7 149    8 969     4         8 973         
Segmental information                                                           
FOR THE YEAR ENDED 30 JUNE                                                      
R million                 SA        SA       SA        SA        UK             
Health    Life     Invest    Vitality  Health           
30 June 2011                                                                    
Income statement                                                                
Insurance premium revenue  21        5 142    3 295     -         3 738         
Reinsurance premiums       (3)       (1 007)  -         -         (609)         
Net insurance premium      18        4 135    3 295     -         3 129         
revenue                                                                         
Fee income from            3 479     78       242       -         17            
administration business                                                         
Investment income          22        135      7         7         12            
Inter-segment funding      -         (216)    216       -         -             
Net realised gains on      -         202      -         -         -             
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         239      422       -         -             
financial assets at fair                                                        
value through profit                                                            
or loss                                                                         
Vitality income            -         -        -         1 367     71            
Net income                 3 519     4 573    4 182     1 374     3 229         
Claims and policyholders`  (6)       (2 322)  (501)     -         (2 659)       
benefits                                                                        
Insurance claims           1         695      -         -         500           
recovered from reinsurers                                                       
Net claims and             (5)       (1 627)  (501)     -         (2 159)       
policyholders` benefits                                                         
Acquisition costs          -         (1 265)  (281)     (57)      (254)         
Marketing and                                                                   
administration expenses                                                         
- depreciation and         (134)     (32)     -         -         (5)           
 amortisation                                                                   
- other expenses           (2 001)   (955)    (205)     (1 292)   (842)         
Recovery of expenses from  -         -        -         -         139           
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets         -         1 351    -         -         -             
 arising from insurance                                                         
 contracts                                                                      
- change in liabilities    -         (99)     (3 067)  -          (18)          
 arising from insurance                                                         
 contracts                                                                      
- change in liabilities    -         (77)     -         -         (17)          
arising from                                                                   
 reinsurance contracts                                                          
Fair value adjustment to   -         (32)     (20)      -         -             
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from         1 379     1 837    108       25        73            
operations                                                                      
Recapture of reinsurance   -         -        -         -         -             
Gains and losses           -         -        -         -         -             
resulting from business                                                         
combinations                                                                    
DAC expense reversed due   -         -        -         -         -             
to business combination                                                         
Amortisation of            -         -        -         -         -             
intangibles from business                                                       
combinations                                                                    
Write-off of software      -         -        -         -         -             
from business combination                                                       
Realised gains from the    -         -        -         -         -             
disposal of intellectual                                                        
property                                                                        
Realised gains from the    -         -        -         -         -             
disposal of investment                                                          
property                                                                        
Finance costs              -         -        -         -         -             
Foreign exchange loss      (9)       (4)      (3)       -         -             
Share of loss from         -         -        -         -         -             
associate                                                                       
Profit/(loss) before tax   1 370     1 833    105       25        73            
Income tax expense         (381)     (478)    (29)      (4)       7             
Profit/(loss) for the      989       1 355    76        21        80            
year                                                                            
Attributable to:                                                                
- equity holders           989       1 355    76        21        80            
- non-controlling          -         -        -         -         -             
 interest                                                                       
989       1 355    76        21        80             
*All other segments include the impact from business combinations               
30 June 2010                                                                    
Income statement                                                                
Insurance premium revenue  29        4 310    2 848     -         587           
Premium revenue for                                                             
investment contracts                                                            
transferred to insurance   -         -        1 865     -         -             
contracts                                                                       
Reinsurance premiums       (2)       (870)    -         -         (276)         
Net insurance premium      27        3 440    4 713     -         311           
revenue                                                                         
Fee income from            3 114     95       104       44        2             
administration business                                                         
Investment income          26        153      19        16        -             
Inter-segment funding      -         (97)     97        -         -             
Net realised gains on      -         200      -         -         -             
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         67       209       -         -             
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -         -        -         1 102     50            
Net income                 3 167     3 858    5 142     1 162     363           
Claims and policyholders`  (14)      (1 816)  (200)     -         (513)         
benefits                                                                        
Insurance claims           1         562      -         -         270           
recovered from reinsurers                                                       
Net claims and             (13)      (1 254)  (200)     -         (243)         
policyholders` benefits                                                         
Acquisition costs          -         (1 201)  (449)     (64)      (53)          
Marketing and                                                                   
administration expenses                                                         
- depreciation and         (159)     (11)     (15)      -         (1)           
 amortisation                                                                   
- other expenses           (1 769)   (1 015)  (137)     (1 072)   (277)         
BEE expenses               (5)       (1)      -         -         -             
Recovery of expenses from  -         -        -         -         95            
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets         -         1 479    (2)       -         -             
arising from insurance                                                         
 contracts                                                                      
- change in liabilities    -         (131)    (4 162)   -         (32)          
 arising from insurance                                                         
contracts                                                                      
- change in liabilities    -         (78)     -         -         -             
 arising from                                                                   
 reinsurance contracts                                                          
Fair value adjustment to   -         (5)      (170)     -         -             
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from         1 221     1 641    7         26        (148)         
operations                                                                      
Finance costs              (1)       -        -         -         (5)           
Foreign exchange loss      (1)       (2)      -         -         -             
Profit/(loss) before tax   1 219     1 639    7         26        (153)         
Income tax expense         (343)     (416)    (2)       (6)       10            
Profit/(loss) for          876       1 223    5         20        (143)         
the year                                                                        
Attributable to:                                                                
- equity holders           876       1 223    5         20        (143)         
- non-controlling          -         -        -         -         -             
 interest                                                                       
                          876       1 223    5         20        (143)          
* All other segments include the impact from business combinations              
Segmental information                                                           
FOR THE YEAR ENDED 30 JUNE                                                      
R million                 UK        USA      New       All       Total          
Life      Health   business  other                      
                                         develop-  segments                     
                                         ment      *                            
30 June 2011                                                                    
Income statement                                                                
Insurance premium revenue  290       -        -         -         12 486        
Reinsurance premiums       (81)      -        -         -         (1 700)       
Net insurance premium      209       -        -         -         10 786        
revenue                                                                         
Fee income from            60        -        1         11        3 888         
administration business                                                         
Investment income          4         -        2         16        205           
Inter-segment funding      -         -        -         -         -             
Net realised gains on      -         -        -         -         202           
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         -        -         -         661           
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            -         -        42        -         1 480         
Net income                 273       -        45        27        17 222        
Claims and policyholders`  (86)      1        -         -         (5 573)       
benefits                                                                        
Insurance claims           50        -        -         -         1 246         
recovered from reinsurers                                                       
Net claims and             (36)      1        -         -         (4 327)       
policyholders` benefits                                                         
Acquisition costs          (396)     -        -         -         (2 253)       
Marketing and                                                                   
administration expenses                                                         
- depreciation and         -         (5)     -         -          (176)         
amortisation                                                                   
- other expenses           (285)     -        (228)     (28)      (5 836)       
Recovery of expenses from  -         -        -         -         139           
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets         409       -        -         -         1 760         
arising from insurance                                                         
 contracts                                                                      
- change in liabilities    -        -        -         -          (3 184)       
 arising from insurance                                                         
contracts                                                                      
- change in liabilities    (12)      -        -         -         (106)         
 arising from                                                                   
 reinsurance contracts                                                          
Fair value adjustment to   -         -        -         -         (52)          
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from         (47)      (4)      (183)     (1)       3 187         
operations                                                                      
Recapture of reinsurance   -         -        -         (313)     (313)         
Gains and losses           -         -        -         609       609           
resulting from business                                                         
combinations                                                                    
DAC expense reversed due   -         -        -         137       137           
to business combination                                                         
Amortisation of            -         -        -         (97)      (97)          
intangibles from business                                                       
combinations                                                                    
Write-off of software      -         -        -         (95)      (95)          
from business combination                                                       
Realised gains from the    -         -        -         87        87            
disposal of intellectual                                                        
property                                                                        
Realised gains from the    -         -        -         122       122           
disposal of investment                                                          
property                                                                        
Finance costs              (35)      -        -         (133)     (168)         
Foreign exchange loss      -         -        -         2         (14)          
Share of loss from         -         -        (4)       -         (4)           
associate                                                                       
Profit/(loss) before tax   (82)      (4)      (187)     318       3 451         
Income tax expense         55        -        (29)      (13)      (872)         
Profit/(loss) for the      (27)      (4)      (216)     305       2 579         
year                                                                            
Attributable to:                                                                
- equity holders           (27)      (4)      (218)     305       2 577         
- non-controlling          -         -        2         -         2             
 interest                                                                       
                          (27)      (4)      (216)     305       2 579          
30 June 2010                                                                    
Income statement                                                                
Insurance premium revenue  85        1        -         -         7 860         
Premium revenue for                                                             
investment contracts                                                            
transferred to insurance   -         -        -         -         1 865         
contracts                                                                       
Reinsurance premiums       (24)      -        -         -         (1 172)       
Net insurance premium      61        1        -         -         8 553         
revenue                                                                         
Fee income from            8         -        -         13        3 380         
administration business                                                         
Investment income          1         -        -         24        239           
Inter-segment funding      -         -        -         -         -             
Net realised gains on      -         -        -         -         200           
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    -         -        -         -         276           
financial assets at fair                                                        
value through profit                                                            
or loss                                                                         
Vitality income            -         -        30        -         1 182         
Net income                 70        1        30        37        13 830        
Claims and policyholders`  (9)       (34)     -         -         (2 586)       
benefits                                                                        
Insurance claims           7         1        -         -         841           
recovered from reinsurers                                                       
Net claims and             (2)       (33)     -         -         (1 745)       
policyholders` benefits                                                         
Acquisition costs          (169)     -        (25)      -         (1 961)       
Marketing and                                                                   
administration expenses                                                         
- depreciation and         -         (4)      -         -         (190)         
amortisation                                                                   
- other expenses           (114)     (25)     (180)     (28)      (4 617)       
BEE expenses               -         -        -         -         (6)           
Recovery of expenses from  -         -        -         -         95            
reinsurers                                                                      
Transfer from                                                                   
assets/liabilities under                                                        
insurance contracts                                                             
- change in assets         162       -        -         -         1 639         
 arising from insurance                                                         
 contracts                                                                      
- change in liabilities    -         34       -         -         (4 291)       
arising from insurance                                                         
 contracts                                                                      
- change in liabilities    13        -        -         -         (65)          
 arising from                                                                   
reinsurance contracts                                                          
Fair value adjustment to   -         -        -         -         (175)         
liabilities under                                                               
investment contracts                                                            
Profit/(loss) from         (40)      (27)     (175)     9         2 514         
operations                                                                      
Finance costs              -         (1)      -         (7)       (14)          
Foreign exchange loss      -         -        -         -         (3)           
Profit/(loss) before tax   (40)      (28)     (175)     2         2 497         
Income tax expense         11        -        8         (44)      (782)         
Profit/(loss) for the      (29)      (28)     (167)     (42)      1 715         
year                                                                            
Attributable to:                                                                
- equity holders           (29)      (26)     (167)     (42)      1 717         
- non-controlling          -         (2)      -         -         (2)           
 interest                                                                       
(29)      (28)     (167)     (42)      1 715          
* All other segments include the impact from business combinations              
Review of Group results                                                         
Value creators                                                                  
New business annualised premium income                                          
New business annualised premium income includes flows of the schemes            
Discovery administers and 100% of the business conducted together               
with its joint venture partners.                                                
New business annualised premium income decreased 2% for the year                
ended 30 June 2011.                                                             
R million                                   June     June      %                
                                          2011     2010      change             
Discovery Health                            3 904    4 502     (13)             
Discovery Life                              1 620    1 542     5                
Discovery Invest                            853      761       12               
Discovery Vitality                          182      177       3                
PruHealth                                   609      409       49               
PruProtect                                  290      227       28               
New business API of Group                   7 458    7 618     (2)              
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                                                  
Gross inflows under management measures the total funds managed and             
received by Discovery which is an accurate measure of the continual             
growth of Discovery.                                                            
Gross inflows under management increased 21% for the year ended                 
30 June 2011. 6% of the increase is attributable to the gross                   
inflows from PruHealth Insurance Limited (previously Standard Life              
Healthcare) being included from 1 August 2010.                                  
R million                                 June      June      %                 
2011      2010      change              
Discovery Health                          31 873    28 101    13                
Discovery Life                            5 220     4 405     19                
Discovery Invest                          7 309     6 083     20                
Discovery Vitality                        1 410     1 176     20                
Destiny Health                            -         4                           
PruHealth                                 3 880     1 278     204               
PruProtect                                360       188       91                
Gross inflows under management            50 052    41 235    21                
Less: collected on behalf of third        (32 198)  (28 813)  (12)              
parties                                                                         
Discovery Health                          (28 362)  (24 945)  (14)              
Discovery Invest                          (3 772)   (3 131)   (20)              
Destiny Health                            -         (3)                         
PruHealth                                 (54)      (639)                       
PruProtect                                (10)      (95)                        

Gross income of Group                     17 854    12 422    44                
Profit from operations                                                          
The following table shows the main components of the increase in Group profit   
from operations for the year ended 30 June:                                     
R million                                 June      June      %                 
                                        2011      2010      change              
Discovery Health                          1 357     1 195     14                
Discovery Life                            1 558     1 341     16                
Discovery Invest                          101       7         >100              
Discovery Vitality                        18        10        80                
PruHealth                                 61        (148)     >100              
PruProtect                                (51)      (41)      (24)              
Profit from existing operations           3 044     2 364     29                
Development and other segments            (206)     (217)     5                 
Normalised profit from operations         2 838     2 147     32                
Recapture of reinsurance                  (313)     -                           
Gains and losses resulting from business  609       -                           
combinations                                                                    
DAC expense reversed due to business      137       -                           
combination                                                                     
Amortisation of intangibles from business (97)      -                           
combinations                                                                    
Write-off of software from business       (95)      -                           
combination                                                                     
Realised gains from the disposal of       87        -                           
intellectual property                                                           
Realised gains from the disposal of       122       -                           
investment property                                                             
Investment income attributable to equity  147       167                         
holders                                                                         
Net realised gains on available-for-sale  202       200                         
financial assets                                                                
Finance costs and foreign exchange loss   (182)     (17)                        
Share of loss from associate              (4)       -                           
Profit before tax                         3 451     2 497     38                
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) is effectively 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 year ended 30 June 2011, 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:                                                       
- Property and equipment                           0.2       2                  
- Loans and receivables including insurance        52.0      564                
receivables                                                                    
- Reinsurance assets                               4.2       45                 
- Cash and cash equivalents                        195.5     2 119              
- Liabilities arising from insurance contracts     (12.8)    (139)              
- Liabilities arising from reinsurance contracts   (8.6)     (93)               
- Borrowings at amortised cost                     (29.7)    (322)              
- Trade and other payables                         (85.8)    (930)              
Intangible assets:                                                              
- Assets arising from insurance contracts          36.8      399                
- Value of in-force business                       36.1      391                
- Prudential brand                                 15.7      170                
- Deferred tax liability raised in respect         (14.5)    (157)              
of intangible assets                                                           
Goodwill                                           86.9      942                
Non-controlling interest                           (69.0)    (748)              
Deemed consideration paid                          207.0     2 243              
Allocation of the purchase price for 100% of SLHC                               
                                                GBP         R                   
                                               million     million*             
Tangible net asset value:                                                       
- Property and equipment                         0.4         4                  
- Money market investments                       130.7       1 416              
- Loans and receivables including insurance      2.1         23                 
 receivables                                                                    
- Deferred income tax                            3.6         39                 
- Reinsurance assets                             3.6         39                 
- Cash and cash equivalents                      15.2        165                
- Liabilities arising from insurance contracts   (68.2)      (739)              
- Deferred revenue                               (0.8)       (9)                
- Trade and other payables                       (22.8)      (247)              
Intangible assets:                                                              
- Value of in-force business                     48.1        521                
- Software                                       8.6         93                 
- Deferred tax liability raised in respect       (15.9)      (172)              
 of intangible assets                                                           
Goodwill                                         33.2        360                
Consideration paid                               137.8       1 493              
* Translated at closing rate at 30 June 2011, 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 R97 million in profit or loss            
for the period 1 August 2010 to 30 June 2011 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.                                                            
At acquisition, a decision was taken that 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)             
was written-off. Discovery is however reconsidering its decision and            
is in the process of determining whether the software can be                    
integrated into the business.                                                   
The 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. At 30 June 2011, Discovery            
calculated the value in use of PruHealth and PruProtect and there               
was no indication that goodwill is impaired at this date.                       
Reconciliation of goodwill                                                      
GBP        R million           
                                                million                         
Goodwill recognised from the purchase of PHHL     86.9       992                
Goodwill recognised from the purchase of SLHC     33.2       379                
Net exchange differences arising during the                  (69)               
period                                                                          
Goodwill at 30 June 2011                          120.1      1 302              
In terms of IFRS 3 revised, paragraph 45, the initial accounting for            
an acquisition can be undertaken on a provisional basis. Adjustments            
to provisional values can be made within one year of the effective              
date, relating to facts or circumstances at the acquisition date. As            
such, the amounts disclosed at 31 December 2010 have been adjusted              
for information received after the initial calculations that related            
to the net asset value of the companies 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 30 June 2011:                                               
R million                              Gross      Tax        Net                
Gain recognised on disposal of joint   667        -          667                
venture                                                                         
Write-off of software                  (95)       27         (68)               
Excluded from headline earnings        572        27         599                
Amortisation of intangibles            (97)       27         (70)               
DAC balance not recognised at          137        -          137                
acquisition                                                                     
Once-off costs relating to acquisition (58)       -          (58)               
Recapture of reinsurance               (313)      -          (313)              
Total adjustments to earnings to       241        54         295                
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.                                                          
No value was placed on the DAC balance at acquisition. This resulted            
in the accounting profit being R137 million higher than it would                
have been had the DAC been valued at that date and amortised in the             
current accounting period.                                                      
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 R313               
million charge to Discovery`s income statement.                                 
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                  
30 June 2011:                                                                   
R million                                           UK        UK Life           
                                                 Health                         
Revenue                                             3 772     340               
Profit or loss after tax (100%)                     84        (21)              
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 30 June 2011,             
if the acquisition date was 1 July 2010:                                        
R million                                           UK        UK Life           
                                                 Health                         
Revenue                                             4 123     360               
Profit or loss after tax (100%)                     60        (32)              
Other investments in subsidiaries and associates                                
Ping An Health Insurance Company of China, Ltd (PAH)                            
Discovery paid R225 million for the acquisition of 20% of the share             
capital of PAH. PAH has been treated as an associate in the results             
of Discovery and as such, 20% of the losses incurred for the six                
months to 30 June 2011 has been included in the Income Statement and            
Discovery`s share of PAH`s net asset value at 30 June 2011 has been             
included in the Statement of Financial Position in Investment in                
associates.                                                                     
The amount included in Investment in                                            
associates is analysed as follows:                                              
RMB`million  R`million            
20% of net asset value at date of purchase     135          159                 
Goodwill                                       56           66                  
Consideration paid                             191          225                 
20% of movement in net asset value for six     (6)          (6)                 
months to 30 June 2011                                                          
Net exchange differences arising during the                 (43)                
period                                                                          
185          176                  
Humana Vitality joint venture                                                   
In February 2011, Discovery announced a joint venture between The               
Vitality Group Inc. in the US (TVG Inc.) and Humana, the fourth-                
largest health insurer in the United States. Through this                       
partnership arrangement two new entities were formed, namely The                
Vitality Group LLC (TVG LLC) and Humana Vitality LLC (HV). The                  
effective date of this agreement was 16 May 2011.                               
TVG Inc. has a 75% holding in TVG LLC with the balance being held by            
Humana. TVG Inc. contributed its existing business as at 1 May 2011             
as its capital contribution, the net asset value at that date being             
US$15 million. Humana contributed US$15 million in cash for its 25%             
shareholding. At 30 June 2011, the fair value of Humana`s                       
contribution has been calculated as US$7.5 million, being 25% of the            
total capital contributions. This fair value adjustment of US$7.5               
million (R51 million) has been disclosed in the Statement of Changes            
in Equity as an adjustment against non-controlling interest and                 
retained earnings. TVG LLC has been accounted for as a subsidiary in            
the results of Discovery.                                                       
Humana has a 75% shareholding in HV, with the balance being held by             
TVG Inc. Humana contributed US$50 million for its 75% shareholding.             
TVG Inc. contributed a perpetual royalty-free license to the                    
Vitality IT systems, the Vitality name and associated marks, and a              
perpetual, royalty-free license to the Vitality intellectual                    
property, exclusively for use in the US. This contribution has been             
valued at US$12.5 million and has been disclosed as a realised gain             
from the disposal of intellectual property in the Income Statement              
and as an Investment in associate in the Statement of Financial                 
Position.                                                                       
Discovery Insure Limited                                                        
Discovery Insure, a provider of short-term risk insurance products,             
was launched in May 2011. Discovery has a 75% shareholding in                   
Discovery Insure with the balance being held by subsidiaries within             
the Hollard Group (the preference shareholders). Discovery Insure               
has be accounted for as a subsidiary in the results of Discovery.               
Put options in subsidiaries                                                     
During the financial year, put options were granted to the non-                 
controlling interests of three of Discovery`s subsidiaries. The put             
options entitle the non-controlling interest to sell its interest in            
the subsidiary to Discovery at contracted dates.                                
The following put options were issued:                                          
Prudential has the option to sell its 25% shareholding in PHHL to               
Discovery, five years from 1 August 2010 or after each succeeding               
one year period, at the fair market value.                                      
Humana has the option to sell its 25% shareholding in TVG LLC to                
Discovery, seven years after acquisition or after each succeeding               
two year period, at the fair market value less a 15% discount.                  
The Discovery Insure preference shareholders have the option to sell            
its 25% shareholding in Discovery Insure to Discovery, between five             
and seven years after acquisition, at the fair market value.                    
In accordance with IAS32, Discovery has recognised the fair value of            
the non-controlling interest, being the present value of the                    
estimated purchase price, as a financial liability in the Statement             
of Financial Position (Puttable non-controlling interest). In                   
raising this liability, the non-controlling interest is derecognised            
and the excess of the liability is debited to retained earnings in              
the Statement of Changes in Equity. Discovery has consolidated 100%             
of the subsidiaries results.                                                    
Interest is recorded in respect of this liability within finance                
charges using the effective interest rate method. The estimated                 
purchase price is reconsidered at each reporting date, and any                  
changes in the value of the liability as a result of changes in the             
assumptions used to estimate the future purchase price will be                  
recorded in profit or loss.                                                     
The aggregate effects on Discovery`s results at 30 June 2011 were as            
follows:                                                                        
R million                                                   Total               
Puttable non-controlling interest recognised at date of     2 194               
issue                                                                           
Allocated from non-controlling interests                    893                 
Allocated to retained earnings                              1 301               
Further share issues to non-controlling interests           122                 
Finance charges recognised in the income statement          86                  
Net exchange differences arising during the period          (88)                
Closing value of Puttable non-controlling interest          2 314               
liability                                                                       
Other significant transactions affecting the current results                    
Share-based payments                                                            
Included in marketing and administration expenses is R177 million (2010: R232   
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    30 June 2011,  
approximately 82.7% (2010: 50.8%) of this exposure was hedged.                  
Taxation                                                                        
Taxation has been raised for all South African entities, with the exception of  
Discovery Insure. South African income tax has been provided at 28% (2010: 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"). R10 million in respect of this tax  
relief has been included in income tax at 30 June 2010.                         
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 968   
million is primarily as a result of profitable new business written by Discovery
Life.                                                                           
In May 2011, Discovery disposed of its Investment Property and a gain of R122   
million has been disclosed in the Income Statement but is excluded from headline
earnings.                                                                       
Financial assets have increased due to the sale of Discovery Invest products and
the inclusion of Standard Life Healthcare money market investments of R821      
million at 30 June 2011.                                                        
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 year ended 30 June 2011.  
A Ntsaluba (executive director) and J Durand (non-executive director) were      
appointed subsequent to the year-end, on 1 July 2011 and 25 August 2011         
respectively.                                                                   
Repurchase of shares                                                            
As advised in SENS announcement on 10 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                                                     
An interim dividend of 42 cents per share was paid on 22 March 2011.            
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 R305 million (2010: R275 million) and was covered 3.6 times  
(2010: 8.0 times).                                                              
Cash dividend declaration:                                                      
The board has declared a final dividend of 48 cents per share. The salient dates
are as follows:                                                                 
- Last date to trade "cum" dividend          Friday, 7 October 2011             
- Date trading commences "ex" dividend       Monday, 10 October 2011            
- Record date                                Friday, 14 October 2011            
- Date of payment                            Monday, 17 October 2011            
Share certificates may not be dematerialised or rematerialised between Monday,  
10 October 2011 and Friday, 14 October 2011, both days inclusive.               
Subsequent events                                                               
At a special general meeting of shareholders held on 2 August 2011, the         
shareholders approved the creation of 40 000 000 A Preference Shares,           
20 000 000 B Preference Shares and 20 000 000 C Preference Shares.              
On 15 August 2011, Discovery issued 8 000 000 B Preference Shares at an issue   
price of R100 per share by way of private placement. The B Preference Shares    
were listed on the JSE Securities Exchange South Africa under the abbreviated   
short name "DSY B PREF" with alpha code "DSBP" in the "Specialist Securities" - 
Preference Share sector of the market, and commenced trading on Monday, 15      
August 2011.                                                                    
Accounting policies                                                             
The annual financial statements have been prepared in accordance with           
International Financial Reporting Standards (IFRS) including IAS 34, as well as 
the South African Companies Act 71 of 2008, and are consistent with the         
accounting policies applied in the annual report and the corresponding prior    
year except as follows:                                                         
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.                              
Audit                                                                           
The financial results have been audited in accordance with section 29(1)(e) of  
the Companies Act (Act 71 of 2008). The auditors, PricewaterhouseCoopers Inc.,  
have issued their audit opinion on the Group financial statements for the year  
ended 30 June 2011. A copy of the auditors` unqualified report is available for 
inspection at the company`s registered office.                                  
Embedded value statement                                                        
for the year ended 30 June 2011                                                 
The embedded value of Discovery at 30 June 2011 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 expected 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 required 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 PruHealth Insurance Limited (previously Standard Life   
Healthcare) in the United Kingdom. Due to the increased scale and stability of  
the business, business written through PruProtect is now included as covered    
business, and Discovery`s 75% share of the PruProtect value of in-force business
is included in the Discovery Group embedded value. For The Vitality Group (USA) 
and Discovery Insure, no published value has been placed on the current in-force
business.                                                                       
As PruHealth Insurance Limited and PruProtect are only included in the value of 
in-force with effect from 30 June 2011, the profit from new business for these  
entities is excluded from embedded value earnings.                              
During the past financial year, Discovery acquired Standard Life Healthcare and 
increased its shareholding in the Prudential joint venture from 50% to 75%,     
announced a venture with Humana in the United States, and launched a short term 
insurer, Discovery Insure. Put options were granted to the non-controlling      
interests in these subsidiaries. The put option entitles the non-controlling    
interest to sell its interest in the subsidiary to companies within the         
Discovery Group at specified future dates.                                      
For accounting purposes, in accordance with IAS32, Discovery has consolidated   
100% of the subsidiaries results and has recognized the fair value of the non-  
controlling interest, being the present value of the estimated purchase price,  
as a financial liability in the Statement of Financial Position (Puttable non-  
controlling interest). For embedded value purposes at 30 June 2011, the         
financial liability in excess of the non-controlling interest in the net asset  
value and the non-controlling share of the losses included in retained earnings 
over the reporting period were added back to the adjusted net worth. The values 
for PruHealth, PruHealth Insurance Limited and PruProtect at 30 June 2011       
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 year ended 
30 June 2011. A copy of the auditors` unqualified report is available for       
inspection at the company`s registered office.                                  
Table 1: Group embedded value                                                   
R million                             30 June    30 June   %                    
                                     2011       2010      change                
Shareholders` funds                   8 969      8 382     7                    
Adjustment to shareholders` funds     (6 381)    (4 883)                        
from published basis(1)                                                         
Adjusted net worth                    2 588      3 499     (26)                 
- Free Surplus                        696        2 440                          
- Required Capital(2)                 1 892      1 059                          
Value of in-force covered business    24 853     19 996                         
before cost of capital                                                          
Cost of required capital              (505)      (351)                          
Cost of STC(3)                        (46)       (586)                          
Discovery Holdings embedded value     26 890     22 558    19                   
Number of shares (millions)           555.0      553.9                          
Embedded value per share              R48.45     R40.72    19                   
Diluted number of shares (millions)   591.2      591.3                          
Diluted embedded value per share(4)   R47.86     R40.31    19                   
(1) The published shareholders` funds was decreased to eliminate net            
assets under insurance contracts, deferred tax and deferred                     
acquisition costs at June 2011 of R6 126 million (June 2010:                    
R4 858 million) in respect of Life, R93 million (June 2010: R25                 
million) in respect of PruHealth and PruHealth Insurance Limited and            
R45 million in respect of PruProtect. The June 2011 shareholders`               
funds was decreased by R1 510 million representing 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. The June 2011 shareholders` funds was increased by                     
R1 301 million reflecting the value of the puttable non-controlling             
interest liability in excess of the non-controlling interest in the             
net asset value and R92 million reflecting the non-controlling share            
of the losses included in retained earnings over the reporting                  
period.                                                                         
(2) The required capital at June 2011 for Life is R610 million (June            
2010: R550 million), for Health and Vitality is R437 million (June              
2010: R395 million) for PruHealth and PruHealth Insurance Limited is            
R730 million (June 2010: R114 million) and for PruProtect is                    
R115 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 by PruHealth over the next 18 months.               
For PruHealth Insurance Limited, the required capital amount was set            
equal to 18% of annualised premium income. For PruProtect, the                  
required capital was set equal to the UK Pillar 1 capital                       
requirement.                                                                    
(3) Following publication of the draft Taxation Laws Amendment Bill,            
2011, it is expected that STC will be replaced by a dividend                    
withholding tax with effect from 1 April 2012. The cost of STC at               
30 June 2011 has been calculated based on the dividends expected to             
be declared prior to 1 April 2012.                                              
(4) The diluted embedded value per share allows for Discovery`s BEE             
transaction where the impact is dilutive i.e. 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          Value              
                                  before   require          after               
                                  cost of  d        Cost of cost of             
                                  capital  capital  STC     capital             
and STC                   and STC             
at 30 June 2011                                                                 
Health and Vitality                11 610   (155)    (21)    11 434             
Life and Invest(1)                 11 969   (182)    (23)    11 764             
PruHealth and PruHealth            1 077    (140)    (2)     935                
Insurance Limited(2)(3)                                                         
PruProtect(4)                      197      (28)     (0)     169                
Total                              24 853   (505)    (46)    24 302             
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 R345 million (June 2010: R226 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 value of in-force has been converted using the closing                  
exchange rate of R10.84/GBP (June 2010: R11.48/GBP). The values for             
PruHealth at 30 June 2011 reflect Discovery`s 75% shareholding at               
that date (values in prior periods reflect Discovery`s 50%                      
shareholding).                                                                  
(3) This includes Discovery`s 75% share of the value of the                     
PruHealth Insurance Limited business in-force at 30 June 2011 (R708             
million), less the cost of required capital (R78 million) and less              
the cost of STC (R1 million).                                                   
(4) The value of in-force has been converted using the closing                  
exchange rate of R10.84/GBP. The values for PruProtect reflect                  
Discovery`s 75% shareholding in PruProtect.                                     
Table 3: Group embedded value earnings                                          
                                                    Year ended                  
R million                                            30 June 30 June            
                                                    2011    2010                
Embedded value at end of period                      26 890  22 558             
Less: Embedded value at beginning of period          (22     (20                
558)    040)                
Increase in embedded value                           4 332   2 518              
Net increase in capital                              (1)     7                  
Dividends paid                                       445     375                
Fair value adjustment of non-controlling interest    (51)    -                  
share of subsidiary                                                             
Shares issued to non-controlling interests           -       (2)                
Transfer to hedging reserve                          30      (12)               
Embedded value earnings                              4 755   2 886              
Annualised return on opening embedded value          21.1%   14.4%              
Table 4: Components of Group embedded value earnings                            
R million                        Net      Cost of   Value    Embedde            
Worth    require   of in-   d                   
                                         d         force    Value               
                                         capital   covered                      
                                                   busines                      
s less                       
                                                   cost of                      
                                                   STC                          
Total profit from new business   (1 561)  (61)      3 144    1 522              
(at point of sale)                                                              
Profit from existing business                                                   
- Expected return                1 710    4         521      2 235              
- Change in methodology and      567      20        (14)     573                
assumptions(1)                                                                 
- Experience variances           (128)    4         752      628                
Acquisition of Standard Life     (740)    (97)      802      (35)               
Healthcare and Prudential                                                       
joint venture                                                                   
Inclusion of PruProtect value    (45)     (28)      197      124                
of in-force                                                                     
Other initiatives(2)             (208)    -         13       (195)              
Non-recurring expenses(3)        (28)     -         -        (28)               
Acquisition costs(4)             (3)      -         1        (2)                
Finance costs                    (38)     -         -        (38)               
Foreign exchange rate            (153)    3         (18)     (168)              
movements                                                                       
Return on shareholders`          139      -         -        139                
funds(5)                                                                        
Embedded value earnings          (488)    (155)     5 398    4 755              
(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) This item reflects Group initiatives including 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, Discovery Invest and Discovery Insure.               
(3) Non-recurring expenses include Group costs related to one-off               
marketing events and one-off remuneration costs payable on the                  
relocation of senior executives.                                                
(4) Acquisition costs relate to commission paid on Life 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.                                               
(5) The 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 in-  worth  of in-  worth  of in-                     
force          force          force                      
Modelling        -      -       166    (267)   -      (8)     (109)             
changes(1)                                                                      
STC(2)           -      297     -      253     -      9       559               
Expenses         -      517     1      1       -      36      555               
Lapses           -      -       (17)   (36)    -      (148)   (201)             
Vitality         -      (129)   -      -       -      (41)    (170)             
Reinsurance(3)   -      -       645    (687)   (131)  73      (100)             
Mortality and    -      -       36     (29)    -      10      17                
morbidity                                                                       
Benefit          -      -       (84)   25      -      -       (59)              
enhancements                                                                    
Premium and      -      -       (6)    (44)    -      (88)    (138)             
benefit                                                                         
increases                                                                       
Economic         -      84      (7)    179     -      11      267               
assumptions                                                                     
Other            -      -       (36)   10      -      (22)    (48)              
Total            -      769     698    (595)   (131)  (168)   573               
(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) Following publication of the draft Taxation Laws Amendment                  
Bill, 2011, it is expected that STC will be replaced by a dividend              
withholding tax with effect from 1 April 2012.                                  
(3) The reinsurance item relates to the impact of the financing                 
reinsurance arrangements.                                                       
Table 6: Experience variances                                                   
R million        Health and     Life and       PruHealth     Total              
                Vitality       Invest                                           
                Net    Value   Net     Value  Net     Value                     
                worth  of      worth   of     worth   of                        
in-for          in-fo          in-fo                     
                       ce              rce            rce                       
Renewal          11     -       23      (2)    (56)    2     (22)               
expenses                                                                        
Lapses and       35     442     60      143    -       (36)  644                
surrenders(1)                                                                   
Mortality and    -      -       47      4      30      -     81                 
morbidity                                                                       
Policy           -      32      (231)   182    -       -     (17)               
alterations(2)                                                                  
Backdated                                                                       
cancellations    -      -       (27)    7      -       -     (20)               
Premium income   -      -       (37)    42     -       -     5                  
Tax(3)           (11)   -       183     (231)  (67)    -     (126)              
Reinsurance      -      -       (7)     4      1       -     (2)                
Economic         (0)    (25)    7       (109)  -       -     (127)              
assumptions(4)                                                                  
Extended         -      194     -       12     -       26    232                
modelling term                                                                  
Other            (20)   6       (65)    56     (4)     7     (20)               
Total            15     649     (47)    108    (96)    (1)   628                
(1) The total Health and Vitality lapse experience variance of                  
R477 million consists of a positive variance of R118 million due to             
lower than expected lapses and a positive variance of R359 million              
due to the net growth in existing employer groups (i.e. R927                    
million in respect of members joining existing employer groups                  
during the period offset by an amount of R568 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) The tax variance for Life and Invest arises due to a movement               
in the deferred tax asset which delays the payment of tax.                      
(4) 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.                               
Table 7: Embedded value of new business                                         
R million                                     Year ended     %                  
                                                            change              
                                             30      30                         
                                             June    June                       
2011    2010                       
New Business Included in Embedded Value                                         
Earnings                                                                        
Health and Vitality                                                             
Present value of future profits from new      505     541                       
business at point of sale                                                       
Cost of required capital                      (15)    (18)                      
Cost of STC                                   (1)     (16)                      
Present value of future profits from new      489     507    (4)                
business at point of sale after cost of                                         
required capital and STC                                                        
New business annualised premium income(1)     1 698   2 254  (25)               
Life and Invest                                                                 
Present value of future profits from new      1 030   879                       
business at point of sale(2)                                                    
Cost of required capital                      (35)    (33)                      
Cost of STC                                   (2)     (26)                      
Present value of future profits from new                                        
business at point of sale after cost of                                         
required capital and STC                      993     820    21                 
New business annualised premium income(3)     1 724   1 621  6                  
Annualised profit margin(4)                   7.0%    5.9%                      
Annualised profit margin excluding Invest     9.8%    8.4%                      
Business                                                                        
PruHealth                                                                       
Present value of future profits from new      51      16                        
business at point of sale                                                       
Cost of required capital                      (11)    (6)                       
Cost of STC                                   (0)     (0)                       
Present value of future profits from new      40      10     300                
business at point of sale after cost of                                         
required capital and STC                                                        
New business annualised premium income(5)     229     147    56                 
Annualised profit margin(4)                   3.0%    0.7%                      
New Business Excluded from Embedded Value                                       
Earnings(6)                                                                     
PruHealth Insurance Limited                                                     
Present value of future profits from new      17                                
business at point of sale                                                       
Cost of required capital                      (2)                               
Cost of STC                                   (0)                               
Present value of future profits from new      15                                
business at point of sale after cost of                                         
required capital and STC                                                        
New business annualised premium income        64                                
Annualised profit margin(4)                   3.8%                              
PruProtect                                                                      
Present value of future profits from new      129                               
business at point of sale                                                       
Cost of required capital                      (16)                              
Cost of STC                                   (0)                               
Present value of future profits from new      113                               
business at point of sale after cost of                                         
required capital and STC                                                        
New business annualised premium income        218                               
Annualised profit margin(4)                   10.9%                             
(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 30 June 2011.                
The total Health and Vitality new business annualised premium                   
income written over the period was R4 086 million (June 2010: R4                
679 million).                                                                   
(2) Included in the Life and Invest value of new business is                    
R11 million (June 2010: R22 million) in respect of investment                   
management services provided on off balance sheet investment                    
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 recognized in the value of new                     
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 R1 724 million (June              
2010: R1 621 million) (single premium APE: R478 million (June 2010:             
R480 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 R403 million (June                
2010: R392 million) and servicing increases of R347 million (June               
2010: R290 million) was R2 474 million (June 2010: R2 303 million)              
(single premium APE: R502 million (June 2010: R486 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.                                               
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 30 June             
2011. There have been no changes to the definition of new business              
since the previous valuation.                                                   
(6) As PruHealth Insurance Limited and PruProtect are only included             
in the value of in-force with effect from 30 June 2011, the profit              
from new business for these entities is excluded from embedded                  
value earnings.                                                                 
Table 8: Embedded value economic assumptions                                    
                                                  30 June  30 June              
                                                  2011     2010                 
Beta coefficient                                   0.50     0.54                
Equity risk premium                                                             
South Africa                                       3.50     3.50                
United Kingdom                                     4.00     4.00                
Risk discount rate (%)                                                          
South Africa                                       10.75    10.89               
United Kingdom                                     6.02     6.62                
Rand/GB Pound Exchange Rate                                                     
Closing                                            10.84    11.48               
Average                                            11.08    11.96               
Medical inflation (%)                                                           
South Africa                                       8.00     8.00                
United Kingdom                                     7.00     7.00                
Expense inflation and CPI (%)                                                   
South Africa                                       5.00     5.00                
United Kingdom                                     3.75     3.75                
Pre-tax investment return (%)                                                   
South        - Cash                                7.50     7.50                
Africa                                                                          
            - Bonds                               9.00     9.00                 
            - Equity                              12.50    12.50                
United       - Risk free                           4.02     3.96                
Kingdom                                                                         
            - PruProtect asset return assumption  5.59     -                    
Dividend cover ratio                               4.5      4.5                 
times    times                
Income tax rate (%)                                                             
South Africa                                       28.00    28.00               
United Kingdom                                     26.00%   28.00%              
reducin  reducin              
                                                  g to     g to                 
                                                  23.00%   24.00%               
                                                  in       in                   
April    April                
                                                  2014     2014                 
Projection term                                                                 
- Health and Vitality                              20       20                  
years    years                
- Group Life                                       10       10                  
                                                  years    years                
- PruHealth and PruHealth Insurance Limited        20       20                  
years    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 6 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 and PruHealth Insurance Limited assumptions were derived from     
internal experience augmented by industry information. Best estimate morbidity  
assumptions 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.                 
PruProtect assumptions were derived from internal experience, where available,  
augmented by reinsurance, industry and Discovery group information.             
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 excluding expenses of an exceptional or non-      
recurring nature.                                                               
The South African 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. The PruHealth 
and PruHealth Insurance Limited investment return assumption was derived from   
the sterling swap curve. The PruProtect investment return assumption was set    
with reference to the expected return on matching assets (or liabilities in the 
case of negative reserves) held on the Prudential balance sheet.                
It is assumed that, for the purposes of calculating the cost of required        
capital, the Life and Invest required capital amount will be backed by surplus  
assets consisting of 100% equities and the Health, Vitality, PruHealth and      
PruHealth Insurance Limited required capital amounts will be fully backed by    
cash. The PruProtect required capital amount is assumed to earn the same return 
as the assets backing the PruProtect policyholder liabilities. 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 5 years. The Life and Invest 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, PruHealth and 
PruHealth Insurance Limited cost of capital is calculated using the difference  
between the risk discount rate and the net of tax cash return. The PruProtect   
cost of capital is calculated using the difference between the risk discount    
rate and the net of tax asset return assumption.                                
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 risk discount rate, calculated in accordance with the 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. 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 30 June 2011 to changes in the risk discount rate is included in the tables  
below.                                                                          
For each sensitivity illustrated below, all other assumptions have been left    
unchanged. No allowance has been made for management action such as risk premium
increases where future experience is worse than the base assumptions.           
Table 9: Embedded value sensitivity                                             
                                      Health and     Life and                   
                                      Vitality       Invest                     
                            Adjuste                                             
d                                                   
                            net                                                 
                            worth                                               
R million                              Value   Cost   Value  Cost               
of in-  of     of in- of                  
                                      force   capita force  Capita              
                                      less    l      less   l                   
                                      cost           cost                       
of STC         of                         
                                                     STC                        
Base                         2 588     11 589  (155)  11     (182)              
                                                     946                        
Impact of:                                                                      
Risk discount rate + 1%      2 588     10 929  (173)  10     (159)              
                                                     660                        
Risk discount rate - 1%      2 588     12 320  (134)  13     (205)              
519                        
Lapses - 10%                 2 588     12 000  (162)  13     (199)              
                                                     080                        
Interest rates - 1%(1)       2 588     11 553  (148)  12     (191)              
493                        
Equity and property market   2 524     11 589  (155)  11     (180)              
value - 10%                                           855                       
Equity and property return   2 588     11 589  (155)  12     (180)              
+ 1%                                                  000                       
Renewal expenses - 10%       2 588     12 575  (143)  12     (177)              
                                                     105                        
Mortality and morbidity -    2 588     11 589  (155)  12     (179)              
5%                                                    825                       
Health, Vitality and         2 588     11 714  (156)  11     (182)              
PruHealth: Projection term                            946                       
+ 1 year                                                                        
(1) All economic assumptions were reduced by 1%.                                
Table 9: Embedded value sensitivity continued                                   
                      PruHealth and  PruProtect                                 
                      PruHealth                                                 
Insurance                     Embedde %                   
                      Limited                       d       Change              
                                                    value                       
R million              Value  Cost    Value  Cost                               
of in- of      of in- of                                  
                      force  Capita  force  Capita                              
                      less   l       less   l                                   
                      cost           cost                                       
of             of                                         
                      STC            STC                                        
Base                   1 075  (140)   197    (28)    26 890                     
Impact of:                                                                      
Risk discount rate +   989    (134)   184    (32)    24 852  (8)                
1%                                                                              
Risk discount rate -   1 172  (147)   211    (22)    29 302  9                  
1%                                                                              
Lapses - 10%           1 366  (159)   210    (30)    28 694  7                  
Interest rates -       971    (136)   208    (21)    27 317  2                  
1%(1)                                                                           
Equity and property    1 075  (140)   197    (28)    26 737  (1)                
market value - 10%                                                              
Equity and property    1 075  (140)   197    (28)    26 946  0                  
return + 1%                                                                     
Renewal expenses -     1 199  (140)   205    (27)    28 185  5                  
10%                                                                             
Mortality and          1 876  (138)   213    (27)    28 592  6                  
morbidity - 5%                                                                  
Health, Vitality and   1 096  (141)   197    (28)    27 034  1                  
PruHealth: Projection                                                           
term + 1 year                                                                   
(1) All economic assumptions were reduced by 1%.                                
The following table shows the effect of using different assumptions on the value
of new business.                                                                
                                     Health and     Life and Invest             
                                     Vitality                                   
R million                                                                       
Value  Cost    Value   Cost                
                                     of in- of      of      of                  
                                     force  capita  in-     Capita              
                                     less   l       force   l                   
cost           less                        
                                     of             cost of                     
                                     STC            STC                         
Base                                  504    (15)    1 028   (35)               
Impact of:                                                                      
Risk discount rate + 1%               462    (17)    823     (30)               
Risk discount rate - 1%               551    (13)    1 281   (39)               
Lapses - 10%                          530    (16)    1 217   (38)               
Interest rates - 1%(1)                505    (15)    1 126   (36)               
Equity and property return + 1%       504    (15)    1 041   (34)               
Renewal expense - 10%                 578    (15)    1 062   (34)               
Mortality and morbidity - 5%          504    (15)    1 163   (34)               
Health, Vitality and PruHealth:       511    (15)    1 028   (35)               
Projection term + 1 year                                                        
Acquisition costs - 10%               516    (15)    1 106   (35)               
(1) All economic assumptions were reduced by 1%.                                
PruHealth and  PruProtect                                 
                      PruHealth                                                 
R million              Insurance                      Value   %                 
                      Limited                        Of new  Chang              
busines e                  
                                                     s                          
                      Value  Cost    Value   Cost                               
                      of in- of      of in-  of                                 
force  Capita  force   Capita                             
                      less   l       less    l                                  
                      cost           cost                                       
                      of             of STC                                     
STC                                                       
Base                   68     (13)    129     (16)    1 650                     
Impact of:                                                                      
Risk discount rate     56     (13)    121     (18)    1 384   (16)              
+ 1%                                                                            
Risk discount rate     78     (14)    138     (12)    1 970   19                
- 1%                                                                            
Lapses - 10%           94     (15)    142     (17)    1 897   15                
Interest rates -       58     (14)    140     (12)    1 752   6                 
1%(1)                                                                           
Equity and property    66     (14)    129     (16)    1 661   1                 
return + 1%                                                                     
Renewal expense - 10%  78     (14)    136     (15)    1 776   8                 
Mortality and          131    (14)    139     (15)    1 859   13                
morbidity - 5%                                                                  
Health, Vitality and   70     (14)    129     (16)    1 658   0                 
PruHealth: Projection                                                           
term + 1 year                                                                   
Acquisition costs      75     (14)    136     (16)    1 753   6                 
- 10%                                                                           
(1) All economic assumptions were reduced by 1%.                                
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           
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: 01/09/2011 10:00:03 Produced by the JSE SENS Department.                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
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