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Thu 23 Feb 2012, 10:00 DSY/DSBP - Discovery Holdings Limited - Unaudited interim results and cash
DSY   DSBP
DSY                                                                             
DSY/DSBP - Discovery Holdings Limited - Unaudited interim results and cash      
dividend declarations for the six months ended 31 December 2011                 
DISCOVERY HOLDINGS LIMITED                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1999/007789/06)                                           
Ordinary share code:   DSY    ISIN: ZAE000022331                                
Preference share code: DSBP   ISIN: ZAE000158564                                
("Discovery")                                                                   
UNAUDITED INTERIM RESULTS AND CASH DIVIDEND DECLARATIONS                        
FOR THE SIX MONTHS ENDED 31 DECEMBER 2011                                       
Normalised headline earnings increase to R1125 million up 20%                   
Embedded value per share increase to R51.20 up 18%                              
Normalised profit from operations increase to R1 629 million up 22%             
Interim dividend 50 cents per share                                             
Overview                                                                        
Discovery posted an excellent performance over the first six months of the      
financial year to 31 December 2011. The results for the period reflect a        
continuation of the Group`s strategy to make a profound impact on the lives     
of those it serves and to bring about positive societal change. A commitment    
to making people healthier and enhancing and protecting their lives is the      
underpin of this strategy. Following from this core purpose is the Discovery    
integrated business model of health insurance, life insurance, financial        
services and Vitality: this allows superior products and solutions to be        
offered to Discovery`s members in a way that is affordable, sustainable, and    
provides unique value for money. Leading from this, Discovery has developed     
a powerful ambition to become a multinational organisation, based on a          
number of important principles: a disruptive, positive force in the markets     
in which it operates; the ability to command substantial market share;          
products that are superior and that people want to buy; and an overall          
presence that is inspiring and transformative for society.                      
The cumulative effect of this model and approach has created two virtuous       
cycles: the first, a strong and unique set of technology, product and           
intellectual property capabilities that are appealing to other markets and      
attract best-of-breed local partners; the second, a capital-light model         
wherein Discovery`s significant international expansion can leverage the        
capital strength, brand and presence of these partners. In addition, the        
high dividend cover enables further reinvestment into building out existing     
Discovery businesses, coupled with the commitment to allocate between 5% and    
7% of the organisation`s operating profit towards the development of new        
businesses, such as Discovery Insure. During the period under review, the       
Group continued to drive this strategy, with the approach validated by the      
ability to build businesses in different markets and geographies, with          
minimal capital strain and with phased implementation.                          
Discovery`s businesses can therefore be characterised into three distinct       
groupings: first, established businesses that typically exceed five years;      
second, developing businesses with a maturity of between three to five          
years; and third, new businesses with less than three years since inception.    
It is within this context that the results should be considered: new            
business increased by 21% from R3 747 million to R4 535 million, and            
notably, established businesses increased by 6% from R2 876 million to    R3    
055 million; developing businesses by 14% from R854 million to R977 million;    
and new businesses increased substantially from    R17 million to R503          
million. Similarly, operating profit increased by 22% from R1 332 million to    
R1 629 million, with established businesses increasing by 11% from R1 388       
million to R1 544 million; developing businesses by 523% from R39 million to    
R243 million; and the amount spent on new businesses increasing from R95        
million to R158 million.                                                        
It is also important to note that the Group generated R1.8 billion in cash      
and reinvested R1.1 billion into new business and distribution capabilities     
for Discovery Life and Discovery Invest. The organisation as a whole has        
generated a return on capital of 60% per annum since inception, using the       
market capitalisation as a measure of value, and serves a sizeable global       
client base of over 5.5 million unique members across its businesses.           
Established businesses                                                          
* New business:                                                                 
R3.1 billion                                                                    
* Operating profit:                                                             
R1.5 billion                                                                    
* Unique members:                                                               
3.0 million                                                                     
1. Discovery Health (South Africa)                                              
Discovery Health`s performance over the period was excellent and exceeded       
expectation. In combination, the significant growth of the Discovery Health     
Medical Scheme and the other medical schemes that Discovery Health              
administers, together with the efficiencies achieved within Discovery           
Health, enabled the company to explicitly reduce the administration fees        
charged to the Discovery Health Medical Scheme by R100 million (including       
VAT) for the 2011 calendar year, whilst maintaining an increase in profits      
of 10%. This strategy will facilitate continued growth of reserves in the       
Discovery Health Medical Scheme and will support growth. The company            
believes that this is a well-balanced result and is a continuation of a         
process of achieving efficiencies of scale, and passing these on to members     
of the Discovery Health Medical Scheme. In fact, when considering the           
drivers of medical inflation over the past five years, administration           
expenditure is the only component of the medical scheme`s expenditure which     
has been reducing consistently in real terms; in this regard, while medical     
inflation has averaged 10,5%, administration fees have had a deflationary       
effect of 4% for the past five years.                                           
In addition to the strong growth in membership, the period is also              
noteworthy for the continued efforts made by the Discovery Health Medical       
Scheme to rebalance benefit structures in order to eliminate waste as well      
as to increase benefits in areas of critical care such as oncology. While       
this process led to public debate around the restructuring of the Allied        
Health and Therapeutic Benefit, it is seen as necessary to redirect spend       
towards more appropriate coverage. This strategy results in benefits that       
are comparable to the best private health systems in the world, yet at the      
same time provides access to superior healthcare when members are sick.         
Discovery Health will continue with this process of rebalancing benefits as     
required from time to time in order to ensure ongoing stability and cover       
for the most critical healthcare needs.                                         
The third prevalent theme during the period is that of building and             
strengthening a sustainable healthcare system. In this regard, Discovery        
Health used this period to invest significantly in a range of technological     
and service innovations aimed at improving the quality and efficiency of the    
healthcare system for the benefit of its members. Key innovations include       
the development of a South African first iPad application which provides        
doctors treating Discovery Health members with access to members` full          
health records; MedXpress, a national medicine delivery service providing       
Discovery Health members with home delivery of acute and chronic medicines      
at no charge; and HospitalXpress, a range of services designed to facilitate    
rapid and efficient authorisation and admission of Discovery Health members     
to hospitals.                                                                   
In terms of the above-stated strategy, the robustness of the private            
healthcare system and Discovery Health`s success within it, are strongly        
illustrated by the movements of members. During the period, in addition to      
the strong growth achieved, the number of members leaving the scheme (the       
lapse rate) reduced to 3.9% on a calendar year basis (including an allowance    
for IBNR), amongst the lowest in the Scheme`s history. Furthermore, despite     
the expense of private healthcare, the number of members staying with their     
current benefit options or buying up to higher benefit options measured 98%.    
The combination of these metrics reflects a remarkably sustainable system       
and bodes well for the continued success of Discovery Health and Discovery      
Health Medical Scheme.                                                          
Finally, it is important to state Discovery Health`s belief that our private    
healthcare system, while having room for further improvement, is excellent,     
sustainable and an important national asset. This may seem in stark contrast    
to common views of waste and inevitable decline in the private healthcare       
system. A rigorous analysis of the facts suggests the opposite. Access to       
care for those covered by medical schemes is comparable to the best             
healthcare systems found in developed markets: the quality and outcomes are     
of the same order of magnitude, while the cost, adjusting for purchasing        
power parity, is lower. Importantly, despite the understandable concerns        
about gaps in medical scheme coverage, coverage levels in reality are           
significantly comprehensive. Members of the Discovery Health Medical Scheme,    
for example, had 97% of all hospital claims paid out in the 2011 year           
translating into R14.1 billion from January 2011 to December 2011. It is in     
light of this that Discovery Health is a strong advocate of a coordinated       
effort to improve the entire South African healthcare system. The company       
remains committed to a National Health Insurance system that is a conduit of    
this change. In this context, a strong private sector should be seen as an      
asset.                                                                          
Discovery Health remains confident of its ability to grow its profitability     
on a sustainable basis into the foreseeable future, through a combination of    
ongoing growth in members under management and further gains in operational     
efficiency.                                                                     
2. Discovery Life (South Africa)                                                
Discovery Life`s performance was excellent with new business increasing by      
7%, operating profit increasing by 12% from      R768 million to R862           
million, and the value of in-force business increasing by 20%.                  
During the period under review, Discovery Life continued along a set            
strategy of focusing on market leadership through product innovation, and on    
quality of new business to ensure superior performance in terms of policy       
lapsation and mortality and morbidity experience. The results illustrated       
the success of this strategy, with lapses reducing by 1% per annum and          
falling below the long-term assumptions within the embedded value basis, and    
mortality and morbidity experience 15% below the embedded value basis. The      
growth in new business also reflected the market`s acceptance of the            
continued process of innovation. During the period, the Access Cover product    
and other innovations were successfully rolled out to the market.               
A central aspect within Discovery Life is the dynamic pricing of                
policyholder premiums based on their engagement with Vitality. Policyholders    
who engage with Vitality experience lower premium adjustments and higher        
periodic payback benefits. Over the period, Discovery Life saw a continued      
and significant increase in engagement, leading to lower levels of premium      
increases, and substantially higher levels of payback benefits. The effect      
on the actuarial dynamics of Discovery Life is substantial in that it prices    
risk more accurately and reduces lapsation.                                     
It is also important to state that Discovery Life is still in a strong          
growth phase and is funding the growth of Discovery Invest. Although            
Discovery Life generates in excess of R1.6 billion of cash per year, the        
cash emerging is currently reinvested into new business and the building out    
of distribution channels. Discovery has made an explicit decision that this     
is an appropriate strategy, and will continue to support it into the            
foreseeable future. Discovery Life provides a unique opportunity to invest      
considerable amounts of capital at superior rates of return - in fact, the      
return on capital invested since Discovery Life`s inception is in excess of     
27%. Taking current claims experience into account, the return on capital       
since inception exceeds 30%. The return per rand of capital invested into       
new business comfortably exceeds target levels and is further bolstered by      
financing structures.                                                           
Important also is the nature of the asset being built in Discovery Life, and    
its value - this is primarily a function of future policyholder lapsation       
and levels of mortality. Discovery Life is confident of its ability to          
control the former and in the case of the latter, worldwide mortality levels    
together with the selective effect of Vitality are likely to see mortality      
experience improving. The combination of these will be to boost the returns     
on capital invested in Discovery Life. In addition, the effect of motor         
vehicle accidents on mortality, and Discovery`s increasing understanding of     
how its members drive through VitalityDriveTrade Mark, will provide             
opportunities to incentivise members toward better behaviour and further        
increase Discovery Life`s ability to price risk accurately and provide value    
for money.                                                                      
3. Vitality                                                                     
Vitality`s performance over the period was exceptional and it continues to      
serve as a critical foundation across Discovery`s businesses. Most              
importantly, it has a profound impact on the mortality and morbidity levels     
of all Discovery`s members and provides a critical pricing and behavioural      
basis for the sustainability of Discovery`s product offerings. The Vitality     
model is powerful: it creates a virtuous actuarial cycle wherein rewards are    
used to incentivise the appropriate behavioural change; behaviour change        
leads to a reduction of mortality and morbidity, thereby reducing claims        
costs; and the reduction in claims costs ensures that the system remains in     
balance, and so on. The benefits of this cycle are experienced by all           
stakeholders: clients, Discovery and society. It is this cycle that             
Discovery aims to replicate in a number of markets.                             
A fundamental measure of the success of Vitality are the levels of              
engagement and the underlying behavioural dynamics of the base. During the      
period, engagement levels grew off an already positive base, with gym visits    
increasing to more than 20 million visits for the calendar year; Kulula         
flights increasing from just over 500 000 flights in 2010, to over 750 000      
flights for the 2011 calendar year; and South African participation in          
wellness activities increasing dramatically, with over 50% of the eligible      
population completing their Health Risk Assessments, over 50% having their      
glucose tested, and over 50% having their cholesterol assessed.                 
Furthermore, the DiscoveryCard, which on implementation was essentially a       
Vitality reward structure, has continued to evolve into a substantial           
business in its own right. During the period, the experience of the             
DiscoveryCard was exceptional and exceeded expectation, with the number of      
accounts exceeding 290 000; the level of active accounts exceeding 85%; the     
bad debt levels reducing further to 0.07% of advances, and point of sale        
market share averaging just under 9%. In this regard, the DiscoveryCard         
provides a powerful foundation to further development of the Discovery          
Group. In addition, the data emerging from the DiscoveryCard provides a         
powerful understanding of the correlation between consumption behaviour and     
other risk behaviours important to Discovery.                                   
During the period, the rollout of VitalityDriveTrade Mark - the behavioural     
underpin for the Discovery Insure business - also continued. Although early     
in its implementation, the results are pleasing, with 98% of all Discovery      
Insure members opting to purchase VitalityDriveTrade Mark.                      
Finally, virtually all aspects of the Vitality capability in terms of           
intellectual property, technology, online capability and actuarial models,      
have been structured to be easily deployed in markets outside of South          
Africa. Sophisticated and tailored Vitality models are being actively rolled    
out in the US with Humana; the UK with the PruHealth and PruProtect             
businesses; and will be deployed shortly in the Ping An Health joint venture    
in China.                                                                       
Developing businesses                                                           
* New business:                                                                 
R1 billion                                                                      
* Profit: all profitable;                                                       
R243 million                                                                    
* Unique members:                                                               
0.7 million                                                                     
4. Discovery Invest (South Africa)                                              
During the period under review, Discovery Invest achieved an excellent          
performance with assets under management growing by 50% from R13.9 billion      
to R20.9 billion, and operating profit by 84% from R44 million to R81           
million.                                                                        
The success of Discovery Invest reflects a combination of the market`s          
receptivity to Discovery Invest`s strategy to offer value-add products,         
together with the exceptional performance of Discovery Invest`s portfolio of    
funds. Notably, the Discovery Equity Fund continues to perform at the top of    
its peer group and based on this, attracted more than double the inflows of     
its nearest competitor. The value-add approach of Discovery Invest has          
created an ability to generate superior profit margins in the products          
provided, while an important driver of the emerging profitability is its        
achievement of scale, leading to a reduction in unit costs. It is               
anticipated that this trend will continue given Discovery Invest`s              
considerable growth potential.                                                  
5. PruProtect (United Kingdom)                                                  
The period under review was a particularly successful one for Discovery`s UK    
businesses, with their combined profitability turning from a loss of R5         
million to a profit of R162 million. Both businesses made strong progress in    
their respective markets and Discovery`s vision of building a Discovery-like    
capability in the UK now appears realistic, with great potential for scale      
and profitability. In particular, PruProtect`s performance was remarkable       
and in a short space of time since its launch, it has become a major player     
in the UK protection market. Importantly, while each business focused on the    
unique dynamics of the markets in which they operate, over the period a         
considerably more powerful Vitality capability was rolled out, taking into      
account many of the South African learnings. This bodes well for both           
businesses to differentiate themselves in their respective markets.             
PruProtect`s performance was exceptional and significantly ahead of             
expectation. Virtually every aspect of the business made outstanding            
progress and manifested in profit growing from          -R40 million to R115    
million. In addition, PruProtect comfortably exceeded return on capital         
hurdles for new business written during the six months ending 31 December       
2011.                                                                           
The PruProtect strategy revolved around repeating the Discovery Life model      
in the UK. This has been followed closely in all aspects of the business        
model, from product innovations and processes, to distribution initiatives.     
Most importantly, PruProtect`s profitability is a manifestation of the          
quality achieved across key dimensions of the business: levels of mortality     
were lower than expected; the average premium was higher than expected; and     
inflation-linking exceeded expectation.                                         
One of the most important successes was that of the franchise distribution      
model: while new business grew 51% from R144 million to R218 million, the       
franchise channel itself grew by almost 100%. The implication of this was       
that the make-up of new business was of a far higher quality than the           
previous period under review. In addition, the combination of the product       
and distribution capability has enabled PruProtect to be included on the        
panels of many of the most powerful distributors, and PruProtect expects        
sizeable growth from these initiatives going forward.                           
In just four years since its launch, the company is now capturing in excess     
of 8.5% of the broker-distributed life insurance market, and generating new     
business margins of around 16.5%. Discovery is optimistic about the             
prospects of PruProtect going forward.                                          
6. PruHealth (United Kingdom)                                                   
PruHealth`s performance during the period was pleasing and in line with         
expectation. The period was dominated by two distinct forces: the difficult     
economic environment, leading to a weakened private medical insurance market    
in which there was adverse lapsation; and second, the integration of            
Standard Life Healthcare and PruHealth.                                         
Against this, PruHealth made significant progress, with its explicit            
decision to focus on quality and to ensure that loss ratios were stable and     
robust. This was achieved by applying careful risk and actuarial processes      
to the management of the business. The results of this approach were            
satisfying, with the loss ratio in the PruHealth book and the acquired          
Standard Life Healthcare book drifting downward to levels better than           
expectation. The concomitant effect of this was that lapse rates of             
previously higher loss ratio groups escalated, as these were priced up; and     
new business reduced following the decision to price at sustainable levels.     
By the end of the period, all actuarial dynamics of the business were in        
line with expectation and the company focused on rolling out the new product    
range with a significantly-enhanced Vitality capability. It is anticipated      
that levels of new business during the next period will show improvement.       
With the positive foundation created, the business should generate strong       
profitability going forward.                                                    
In respect of integration infrastructures, considerable progress was made in    
terms of how the two businesses will be brought together from both a            
technology and product perspective. Despite the profit achieved during the      
period, it is anticipated that once this integration has occurred, an           
additional saving of approximately R80 million to R100 million will be          
achieved, with the full saving likely to emerge in the 2014 financial year.     
New businesses                                                                  
* New business:                                                                 
R0.5 billion                                                                    
* Investment:                                                                   
8.8% of profit                                                                  
* Unique members:                                                               
1.8 million                                                                     
7. Discovery Insure (South Africa)                                              
Discovery Insure was launched just prior to the reporting period under          
consideration and its receptivity and progress have exceeded expectation.       
New business since inception has exceeded R140 million API, with total in-      
force policies at 31 December 2011 of 7 986. The premise on which Discovery     
Insure is based is the extension of Discovery`s behavioural expertise into      
affecting the way people drive, so that they pose lower insurance risk, and     
more importantly - lower mortality and morbidity risk. In this way,             
Discovery Insure`s purpose is completely aligned with the overall Discovery     
purpose and the business has been created to disrupt the traditional short-     
term insurance models that use claims experience as a proxy for risk and        
reward lower risks with lower premiums. In contrast, Discovery Insure           
accurately measures driving behaviour to assess risk and rewards lower risks    
on a real-time basis with more tangible and immediate benefits that impact      
behaviour.                                                                      
Three of the key strategic barriers that required attention was ensuring        
that the telematics technology could be made mainstream with relevant and       
accurate data available instantaneously; overcoming policyholders`              
reservations that being tracked would feel intrusive in any way; and            
building a network chassis to fulfil the fuel reward benefit. All of these      
barriers have been dealt with and the business is rolling out ahead of          
expectation. There appears to be a real opportunity to not only build a         
business of scale and quality, but also to impact society in a real and         
significant way: creating better drivers and consequently, safer roads. The     
early results around VitalityDriveTrade Mark have exceeded expectation, with    
98% of Discovery Insure clients having VitalityDriveTrade Mark, and within      
this, levels of engagement have been strong and meaningful correlations         
found between how policyholders drive and their levels of risk.                 
In addition, early indications demonstrate that the kind of client attracted    
to Discovery Insure is typically attracted to Discovery`s other products,       
with over 60% of clients having three or more Discovery products, excluding     
Discovery Insure. The implication of this is two-fold: the persistency and      
behavioural quality of the Discovery Insure client base is superior, and the    
ability to predict behavioural change from other interactions with Discovery    
becomes more accurate. This is profound given Discovery`s goal of building a    
business of scale with significant value based on its ability to price risk     
accurately and attract quality members.                                         
8. Ping An Health (China)                                                       
Ping An Health made significant progress during the period. During the          
previous year work was done on obtaining the necessary regulatory approvals     
and establishing the team in China. During the period under review, Ping An     
Health invested considerably in technology and other infrastructural            
aspects. In addition to this, the company focused on a number of important      
product development initiatives and innovations, including a Vitality           
construct, with these expected to be rolled out in the first and second         
quarters of 2012.                                                               
Despite the infancy of many of the developments, progress made in the market    
was strong, with new business for the six months of R211 million, the           
quality of business exceeding expectation, and over 430 000 lives being         
covered by the end of the period. Ping An Health is now well positioned to      
capture considerable Group high-end and Individual insurance mid-market         
business.                                                                       
Discovery remains excited about the potential of Ping An Health and the         
ability to build a leading health insurance company in China.                   
9. The Vitality Group (The United States)                                       
During the period, The Vitality Group made significant progress. Discovery`s    
intent is to create a scaled-up stand-alone Vitality capability in the US,      
given the opportunity created by the inherent centrality of wellness to the     
US healthcare system.                                                           
Discovery`s strategy in the US is to explore a number of distribution           
channels and partnership opportunities. A seminal development in this regard    
was the partnership with Humana, which presents Discovery with the              
opportunity to apply its learnings into a large US Health insurer. During       
the period, the partnership was successfully rolled out and yielded             
considerable results in a short space of time: the combination of The           
Vitality Group`s own distribution channels, in addition to Humana`s             
distribution, generated in excess of R174 million new business by 31            
December 2011, with 1.4 million lives covered by February 2012. In addition,    
the network is reaching significant scale with over 14 000 partner health       
clubs and over 2 500 retail locations for members to undergo Vitality           
Wellness Checks.                                                                
Discovery remains optimistic about the prospects of leveraging its              
intellectual property and assets towards building up a business of scale in     
the US.                                                                         
MI Hilkowitz              A Gore                                                
Chairperson               Chief Executive Officer                               
INCOME STATEMENT                                                                
for the six months ended 31 December 2011                                       
R million                 Group        Group        %         Group             
                        Six months   Six months   change    Year                
ended        ended                 ended                
                        December     December              June                 
                        2011         2010                  2011                 
                        Unaudited    Unaudited             Audited              
Insurance premium revenue 7 203         5 988                 12 486            
Reinsurance premiums      (829)         (816)                  (1 700)          
Net insurance premium     6 374         5 172                 10 786            
revenue                                                                         
Fee income from           1 999         1 881                 3 888             
administration business                                                         
Investment income          118           108                   205              
Net realised gains on      80            192                   202              
available-for-sale                                                              
financial assets                                                                
Net fair value gains on    252           702                   661              
financial assets at fair                                                        
value through profit or                                                         
loss                                                                            
Vitality income            808           685                  1 480             
Net income                9 631         8 740                 17 222            
Claims and policyholders` (3 391)       (2 594)                (5 573)          
benefits                                                                        
Insurance claims           649           573                   1 246            
recovered from reinsurers                                                       
Recapture of reinsurance  -             (312)                  (313)            
Net claims and            (2 742)       (2 333)                (4 640)          
policyholders` benefits                                                         
Acquisition costs         (1 381)       (1 192)                (2 116)          
Marketing and             (3 424)       (2 941)                (6 012)          
administration expenses                                                         
Amortisation of           (70)          (44)                   (97)             
intangibles from business                                                       
combinations                                                                    
Recovery of expenses from  61            79                     139             
reinsurers                                                                      
Transfer from             (356)         (966)                  (1 530)          
assets/liabilities under                                                        
insurance contracts                                                             
-change in assets arising 1 348          924                  1 760             
from insurance contracts                                                        
-change in liabilities    (1 640)       (1 802)                (3 184)          
arising from insurance                                                          
contracts                                                                       
-change in liabilities    (64)          (88)                   (106)            
arising from reinsurance                                                        
contracts                                                                       
Fair value adjustment to  -             (99)                   (52)             
liabilities under                                                               
investment contracts                                                            
Profit from operations    1 719         1 244                 2 914             
Finance costs             (127)         (38)                   (168)            
Foreign exchange           74           (22)                   (14)             
gains/(losses)                                                                  
Share of profit/(losses)  (5)          -                       (4)              
from associates                                                                 
Gains and losses          -              609                   609              
resulting from business                                                         
combinations                                                                    
Write-off of software     -             (95)                   (95)             
from business combination                                                       
Realised gains on         -            -                       87               
disposal of intellectual                                                        
property                                                                        
Realised gains on         -            -                       122              
disposal of investment                                                          
property                                                                        
Profit before tax         1 661         1 698        (2)      3 451             
Income tax expense        (563)         (390)        (44)      (872)            
Profit for the period     1 098         1 308        (16)     2 579             
Profit attributable to:                                                         
-equity holders           1 098         1 417        (23)     2 577             
-non-controlling interest -             (109)                  2                
1 098         1 308        (16)     2 579              
Earnings per share for                                                          
profit attributable to                                                          
the equity holders of the                                                       
company during the period                                                       
(cents):                                                                        
-basic                     197.9        255.6        (23)      464.4            
-diluted                   197.8        255.4        (23)      464.2            
STATEMENT OF COMPREHENSIVE INCOME                                               
for the six months ended 31 December 2011                                       
R million                 Group        Group        %         Group             
                        Six months   Six months   change    Year                
ended        ended                 ended                
                        December     December              June                 
                        2011         2010                  2011                 
                        Unaudited    Unaudited             Audited              
Profit for the period     1 098         1 308                 2 579             
Other comprehensive                                                             
income:                                                                         
Change in available-for-  (5)           (79)                  (122)             
sale financial assets                                                           
-unrealised gains          74            92                    61               
-capital gains tax on     (10)          (6)                   (9)               
unrealised gains                                                                
-realised gains           (80)          (192)                 (202)             
transferred to profit or                                                        
loss                                                                            
-capital gains tax on      11            27                    28               
realised gains                                                                  
Currency translation       271          (346)                 (146)             
differences                                                                     
-increase/(decrease) in    271          (365)                  (127)            
currency translation                                                            
reserve                                                                         
-transfer to profit or    -              19                    (19)             
loss on disposal of joint                                                       
venture                                                                         
Cash flow hedges           14           (10)                  (30)              
-unrealised                14           (17)                   (31)             
gains/(losses)                                                                  
-tax on unrealised        (1)            9                      8               
gains/losses                                                                    
-realised losses/(gains)  2            (2)                    (10)              
transferred to profit or                                                        
loss                                                                            
-tax on realised          (1)          *                      3                 
gains/losses                                                                    
                                                                                
Other comprehensive        280          (435)                 (298)             
income for the period,                                                          
net of tax                                                                      
Total comprehensive       1 378          873          58      2 281             
income for the period                                                           
Attributable to:                                                                
-equity holders           1 378          982        40        2 279             
-non-controlling interest -             (109)                   2               
Total comprehensive       1 378          873        58        2 281             
income for the period                                                           
* Amount is less than R500 000.                                                 
STATEMENT OF FINANCIAL POSITION                                                 
at 31 December 2011                                                             
R million                                   Group          Group                
                                          December       June                   
                                          2011           2011                   
Unaudited      Audited                
ASSETS                                                                          
Assets arising from insurance contracts      10 552         9 044               
Property and equipment                        240            200                
Intangible assets including deferred         1 557          1 440               
acquisition costs                                                               
Goodwill                                     1 503          1 302               
Investment in associate                       324            260                
Financial assets                                                                
-Equity securities                           3 857          3 467               
-Equity linked notes                         5 627          4 742               
-Debt securities                             2 379          1 535               
-Inflation linked securities                  121            159                
-Money market                                4 755          2 680               
-Derivatives                                  60             46                 
-Loans and receivables including insurance   2 195          2 269               
receivables                                                                     
Current income tax asset                      27           -                    
Deferred income tax                           312            296                
Reinsurance contracts                         170            180                
Cash and cash equivalents                    2 578          3 285               
Total assets                                 36 257         30 905              
EQUITY                                                                          
Capital and reserves                                                            
Share capital and share premium              1 537          1 542               
Preference shares                             779           -                   
Other reserves                                562            278                
Retained earnings                            7 966          7 149               
10 844         8 969                
Non-controlling interest                      1              4                  
Total equity                                 10 845         8 973               
LIABILITIES                                                                     
Liabilities arising from insurance           12 475         10 621              
contracts                                                                       
Liabilities arising from reinsurance         1 386          1 308               
contracts                                                                       
Financial liabilities                                                           
-Investment contracts at fair value through  2 411          2 063               
profit or loss                                                                  
-Borrowings at amortised cost                 402            402                
-Derivatives                                  22             22                 
-Puttable non-controlling interests          2 742          2 314               
Deferred income tax                          2 875          2 584               
Deferred revenue                              116            130                
Employee benefits                             103            97                 
Trade and other payables                     2 880          2 391               
Total liabilities                            25 412         21 932              
Total equity and liabilities                 36 257         30 905              
HEADLINE EARNINGS                                                               
for the six months ended 31 December 2011                                       
R million             Group           Group        %         Group              
                    Six months      Six months   change    Year                 
ended           ended                 ended                 
                    December        December              June                  
                    2011            2010                  2011                  
                    Unaudited       Unaudited             Audited               
Normalised headline                                                             
earnings per share                                                              
(cents):                                                                        
-undiluted            202.8           169.6        20        365.8              
-diluted              202.7           169.5        20        365.5              
Headline earnings per                                                           
share (cents):                                                                  
-undiluted            185.5           114.7        62        295.3              
-diluted              185.4           114.6        62        295.2              
The reconciliation                                                              
between earnings and                                                            
headline earnings is                                                            
shown below:                                                                    
Net profit            1 098           1 417                  2 577              
attributable to                                                                 
equity shareholders                                                             
Adjusted for:                                                                   
-realised gains on    (69)            (165)                  (174)              
available-for-sale                                                              
financial assets net                                                            
of CGT                                                                          
-gain on disposal of  -                (667)                  (667)             
joint venture                                                                   
-write-off of         -                 51                     68               
software from                                                                   
business combination                                                            
net of deferred tax*                                                            
-realised gains on    -               -                      (57)               
disposal of                                                                     
intellectual property                                                           
net of deferred tax                                                             
-realised gains on    -               -                      (109)              
disposal of                                                                     
investment property                                                             
net of CGT                                                                      
Headline earnings     1 029            636          62       1 638              
-amortisation of      50                24                     70               
intangibles from                                                                
business combinations                                                           
net of deferred tax*                                                            
-finance costs raised 75              -                        86               
on puttable non-                                                                
controlling interest                                                            
financial liability                                                             
-non-controlling      (6)             -                      -                  
interest adjustment                                                             
if no put options                                                               
-preference share     (23)            -                      -                  
dividends                                                                       
-once-off costs                                                                 
relating to                                                                     
acquisitions*         -               47                    58                  
-recapture of         -                 234                    313              
reinsurance*                                                                    
-?DAC expense         -               -                       (137)             
reversed due to                                                                 
business combination                                                            
Normalised headline   1 125            941         20        2 028              
earnings                                                                        
* December 2010                                                                 
amounts shown at 75%.                                                           
Weighted number of    555 003         554 485                554 847            
shares in issue                                                                 
(000`s)                                                                         
Diluted weighted      555 247         554 793                555 056            
number of shares                                                                
(000`s)                                                                         
STATEMENT OF CASH FLOWS                                                         
for the six months ended 31 December 2011                                       
R million                      Group          Group         Group               
                             Six months     Six months    Year                  
                             ended          ended         ended                 
December       December      June                  
                             2011           2010          2011                  
                             Unaudited      Unaudited     Audited               
Cash flow from operating         707           (824)         (6)                
activities                                                                      
Cash generated by operations    2 137          1 561         4 060              
Policyholder net investments    (1 665)        (2 048)       (3 930)            
Working capital changes          483           (473)          156               
955           (960)          286                
Dividends received               53             33            83                
Interest received                19             143           122               
Interest paid                   (37)           (28)          (62)               
Taxation paid                   (283)          (12)          (435)              
Cash flow from investing        (2 108)        (340)          313               
activities                                                                      
Net (purchases)/disposals of    (1 976)         802          1 369              
financial assets                                                                
Net purchases of equipment      (70)           (17)          (40)               
Purchase of intangible assets   (62)           (53)          (84)               
Purchase of subsidiary         -               (1 072)       (1 072)            
Disposal of investment         -              -               140               
property                                                                        
Cash flow from financing         511            279           198               
activities                                                                      
Proceeds from issuance of        18             106           282               
ordinary shares                                                                 
Proceeds from preference         800          -             -                   
shares issued                                                                   
Share issue costs               (21)          -             -                   
Dividends paid to equity        (274)          (214)         (461)              
holders                                                                         
Minority share buy-backs        (12)          -             -                   
Repayment of borrowings        -               (13)          (23)               
Increase in borrowings         -                400           400               
                                                                                
Net (decrease)/increase in      (890)          (885)          505               
cash and cash equivalents                                                       
Cash and cash equivalents at    3 285          2 845         2 845              
beginning of year                                                               
Exchange gains/(losses) on       183           (64)          (65)               
cash and cash equivalents                                                       
Cash and cash equivalents at    2 578          1 896         3 285              
end of period                                                                   
SEGMENTAL INFORMATION                                                           
for the six months ended 31 December 2011                                       
R million                          SA Health   SA Life      SA Invest           
31 December 2011                                                                
Income statement                                                                
Insurance premium revenue            8          2 905        1 855              
Reinsurance premiums                (1)         (519)        -                  
Net insurance premium revenue        7          2 386        1 855              
Fee income from administration      1 755        47           177               
business                                                                        
Investment income                    10          63           7                 
Inter-segment funding               -           (126)         126               
Net realised gains on available-    -            75           5                 
for-sale financial assets                                                       
Net fair value gains on financial   -            95           157               
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                     -           -            -                  
Net income                          1 772       2 540        2 327              
Claims and policyholders` benefits  (2)         (1 328)      (433)              
Insurance claims recovered from     -            380         -                  
reinsurers                                                                      
Net claims and policyholders`       (2)         (948)        (433)              
benefits                                                                        
Acquisition costs                  -            (694)        (176)              
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      (66)        (13)         (3)                
-other expenses                     (1 012)     (582)        (112)              
Recovery of expenses from           -           -            -                  
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -            928         -                  
insurance contracts                                                             
-change in liabilities arising      -           (162)        (1 519)            
from insurance contracts                                                        
-change in liabilities arising      -           (98)         -                  
from reinsurance contracts                                                      
Fair value adjustment to            -           (9)           9                 
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) from operations        692         962          93                
Amortisation of intangibles from    -           -            -                  
business combinations                                                           
Finance costs                       (1)         -            (1)                
Foreign exchange gains               23          16           2                 
Share of profit/(loss) from         -           -            -                  
associates                                                                      
Profit/(loss) before tax             714         978          94                
Income tax expense                  (201)       (254)        (26)               
Profit/(loss) for the period         513         724          68                
Attributable to:                                                                
-equity holders                      513         724          68                
-non-controlling interest           -           -            -                  
                                    513         724          68                 
31 December 2010                                                                
Income statement                                                                
Insurance premium revenue            12         2 461        1 659              
Reinsurance premiums                (1)         (481)        -                  
Net insurance premium revenue        11         1 980        1 659              
Fee income from administration      1 668        61           105               
business                                                                        
Investment income                    11          68           2                 
Inter-segment funding               -           (100)         100               
Net realised gains on available-    -            193         -                  
for-sale financial assets                                                       
Net fair value gains on financial   -            247          455               
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                     -           -            -                  
Net income                          1 690       2 449        2 321              
Claims and policyholders` benefits  (6)         (1 078)      (262)              
Insurance claims recovered from     -            333         -                  
reinsurers                                                                      
Net claims and policyholders`       (6)         (745)        (262)              
benefits                                                                        
Acquisition costs                   -           (715)        (154)              
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      (69)        (12)         (5)                
-other expenses                     (985)       (479)        (100)              
Recovery of expenses from           -           -            -                  
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -            727         -                  
insurance contracts                                                             
-change in liabilities arising      -           (96)         (1 716)            
from insurance contracts                                                        
-change in liabilities arising      -           (71)         -                  
from reinsurance contracts                                                      
Fair value adjustment to                                                        
liabilities under investment                                                    
contracts                          -           (61)         (38)                
Profit/(loss) from operations        630         997          46                
Recapture of reinsurance            -           -            -                  
Gains and losses resulting from     -           -            -                  
business combinations                                                           
Write-off of software from          -           -            -                  
business combination                                                            
Amortisation of intangibles from    -           -            -                  
business combinations                                                           
Finance costs                       -           -            -                  
Foreign exchange losses             (12)        (6)          (3)                
Profit/(loss) before tax             618         991          43                
Income tax expense                  (166)       (246)        (12)               
Profit/(loss) for the period         452         745          31                
Attributable to:                                                                
-equity holders                      452         745          31                
-non-controlling interest           -           -            -                  
                                    452         745          31                 
SEGMENTAL INFORMATION                                                           
for the six months ended 31 December 2011                                       
R million                          SA          UK Health    UK Life             
                                 Vitality                                       
31 December 2011                                                                
Income statement                                                                
Insurance premium revenue           -           2 147         263               
Reinsurance premiums                -           (251)        (56)               
Net insurance premium revenue       -           1 896         207               
Fee income from administration      -            9            11                
business                                                                        
Investment income                    2           9            3                 
Inter-segment funding               -           -            -                  
Net realised gains on available-    -           -            -                  
for-sale financial assets                                                       
Net fair value gains on financial   -           -            -                  
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                      742         30          -                  
Net income                           744        1 944         221               
Claims and policyholders` benefits  -           (1 529)      (81)               
Insurance claims recovered from     -            216          52                
reinsurers                                                                      
Net claims and policyholders`       -           (1 313)      (29)               
benefits                                                                        
Acquisition costs                   (33)        (137)        (337)              
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      -           (5)          -                  
-other expenses                     (709)       (502)        ( 225)             
Recovery of expenses from           -            61          -                  
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -           (34)          454               
insurance contracts                                                             
-change in liabilities arising      -            42          -                  
from insurance contracts                                                        
-change in liabilities arising      -           -             34                
from reinsurance contracts                                                      
Fair value adjustment to            -           -            -                  
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) from operations        2           56           118               
Amortisation of intangibles from    -           -            -                  
business combinations                                                           
Finance costs                       -           (10)         (28)               
Foreign exchange gains              -           -            -                  
Share of profit/(loss) from         -           -            -                  
associates                                                                      
Profit/(loss) before tax             2           46           90                
Income tax expense                   1          -            (41)               
Profit/(loss) for the period         3           46           49                
Attributable to:                                                                
-equity holders                      3           46           49                
-non-controlling interest           -           -            -                  
                                    3           46           49                 
31 December 2010                                                                
Income statement                                                                
Insurance premium revenue           -           1 733         123               
Reinsurance premiums                -           (298)        (36)               
Net insurance premium revenue       -           1 435         87                
Fee income from administration       28          6            9                 
business                                                                        
Investment income                    5           5            2                 
Inter-segment funding               -           -            -                  
Net realised gains on available-    -           (1)          -                  
for-sale financial assets                                                       
Net fair value gains on financial   -           -            -                  
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                      629         37          -                  
Net income                           662        1 482         98                
Claims and policyholders` benefits  -           (1 217)      (32)               
Insurance claims recovered from     -            226          14                
reinsurers                                                                      
Net claims and policyholders`       -           (991)        (18)               
benefits                                                                        
Acquisition costs                   (28)        (128)        (167)              
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      -           (2)          -                  
-other expenses                     (628)       (406)        (135)              
Recovery of expenses from           -            79          -                  
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -           (4)           201               
insurance contracts                                                             
-change in liabilities arising      -            9           -                  
from insurance contracts                                                        
-change in liabilities arising      -           -            (17)               
from reinsurance contracts                                                      
Fair value adjustment to            -           -            -                  
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) from operations        6           39          (38)               
Recapture of reinsurance            -           -            -                  
Gains and losses resulting from     -           -            -                  
business combinations                                                           
Write-off of software from          -           -            -                  
business combination                                                            
Amortisation of intangibles from    -           -            -                  
business combinations                                                           
Finance costs                       -           (7)          (12)               
Foreign exchange losses             -           -            -                  
Profit/(loss) before tax             6           32          (50)               
Income tax expense                  (1)          6            16                
Profit/(loss) for the period         5           38          (34)               
Attributable to:                                                                
-equity holders                      5           13          (25)               
-non-controlling interest           -            25          (9)                
                                    5           38          (34)                
SEGMENTAL INFORMATION                                                           
for the six months ended 31 December 2011                                       
R million                          New          All other    Total              
                                 business     segments*                         
development                                    
31 December 2011                                                                
Income statement                                                                
Insurance premium revenue            25          -            7 203             
Reinsurance premiums                (2)          -            (829)             
Net insurance premium revenue        23          -            6 374             
Fee income from administration      -            -            1 999             
business                                                                        
Investment income                    3            21           118              
Inter-segment funding               -            -            -                 
Net realised gains on available-    -            -             80               
for-sale financial assets                                                       
Net fair value gains on financial   -            -             252              
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                      36          -             808              
Net income                           62           21          9 631             
Claims and policyholders` benefits  (18)         -            (3 391)           
Insurance claims recovered from      1           -             649              
reinsurers                                                                      
Net claims and policyholders`       (17)         -            (2 742)           
benefits                                                                        
Acquisition costs                    (4)         -            (1 381)           
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      (3)          -            (90)              
-other expenses                     (171)        (21)         (3 334)           
Recovery of expenses from           -            -             61               
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -            -            1 348             
insurance contracts                                                             
-change in liabilities arising      (1)          -            (1 640)           
from insurance contracts                                                        
-change in liabilities arising      -            -            (64)              
from reinsurance contracts                                                      
Fair value adjustment to            -            -            -                 
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) from operations       (134)        -            1 789             
Amortisation of intangibles from    -            (70)         (70)              
business combinations                                                           
Finance costs                       -            (87)         (127)             
Foreign exchange gains               2            31           74               
Share of profit/(loss) from          2           (7)          (5)               
associates                                                                      
Profit/(loss) before tax            (130)        (133)        1 661             
Income tax expense                  -            (42)        (563)              
Profit/(loss) for the period        (130)        (175)       1 098              
Attributable to:                                                                
-equity holders                     (130)        (175)        1 098             
-non-controlling interest           -            -            -                 
                                   (130)        (175)        1 098              
31 December 2010                                                                
Income statement                                                                
Insurance premium revenue           -            -            5 988             
Reinsurance premiums                -            -            (816)             
Net insurance premium revenue       -            -            5 172             
Fee income from administration      -             4           1 881             
business                                                                        
Investment income                   -             15           108              
Inter-segment funding               -            -            -                 
Net realised gains on available-    -            -             192              
for-sale financial assets                                                       
Net fair value gains on financial   -            -             702              
assets at fair value through                                                    
profit or loss                                                                  
Vitality income                      19          -             685              
Net income                           19           19          8 740             
Claims and policyholders` benefits  -             1           (2 594)           
Insurance claims recovered from     -            -             573              
reinsurers                                                                      
Net claims and policyholders`       -             1           (2 021)           
benefits                                                                        
Acquisition costs                   -            -            (1 192)           
Marketing and administration                                                    
expenses                                                                        
-depreciation and amortisation      (2)          -            (90)              
-other expenses                     (90)         (28)         (2 851)           
Recovery of expenses from           -            -             79               
reinsurers                                                                      
Transfer from assets/liabilities                                                
under insurance contracts                                                       
-change in assets arising from      -            -             924              
insurance contracts                                                             
-change in liabilities arising      -             1           (1 802)           
from insurance contracts                                                        
-change in liabilities arising      -            -            (88)              
from reinsurance contracts                                                      
Fair value adjustment to            -            -            (99)              
liabilities under investment                                                    
contracts                                                                       
Profit/(loss) from operations       (73)         (7)          1 600             
Recapture of reinsurance            -            (312)        (312)             
Gains and losses resulting from     -             609          609              
business combinations                                                           
Write-off of software from          -            (95)         (95)              
business combination                                                            
Amortisation of intangibles from    -            (44)         (44)              
business combinations                                                           
Finance costs                       -            (19)         (38)              
Foreign exchange losses             -            (1)          (22)              
Profit/(loss) before tax            (73)          131         1 698             
Income tax expense                  -             13          (390)             
Profit/(loss) for the period        (73)          144         1 308             
Attributable to:                                                                
-equity holders                     (72)          268         1 417             
-non-controlling interest           (1)          (124)        (109)             
                                   (73)          144         1 308              
* All other segments include the impact from business combinations.             
STATEMENT OF CHANGES IN EQUITY                                                  
for the six months ended 31 December 2011                                       
                                Attributable to equity holders of               
                               the Company                                      
R million                        Share         Preference    Share-             
capital        shares       based                
                               and share                  payment               
                               premium                    reserve               
Period ended 31 December 2011                                                   
At beginning of period            1 542         -              318              
Profit for the period            -              -             -                 
Other comprehensive income       -             -              -                 
Total comprehensive income for   -              -             -                 
the period                                                                      
Transactions with owners:                                                       
Issue of share capital           -               800          -                 
Non-controlling interest shares  -              -             -                 
issues                                                                          
Non-controlling interest share   -              -             -                 
buy-backs                                                                       
Realised losses from non-        -              -             -                 
controlling interest share buy-                                                 
backs                                                                           
Realised gains from treasury       5            -             -                 
shares                                                                          
Increase in treasury shares       (10)          -             -                 
Employee share option schemes:                                                  
-?Value of employee services      -             -              1                
Share issue costs written-off     -             (21)          -                 
Transfer to contingency reserve   -             -             -                 
Dividends paid to equity holders  -             -             -                 
Total transactions with owners    (5)            779           1                
At end of period                  1 537          779           319              
Period ended 31 December 2010                                                   
At beginning of period            1 541         -              316              
Profit for the period             -             -             -                 
Other comprehensive income        -             -             -                 
Total comprehensive income for    -             -             -                 
the period                                                                      
Transactions with owners:         -             -             -                 
Non-controlling interest shares                                                 
issues                                                                          
Realised gains from treasury       17           -             -                 
shares                                                                          
Employee share option schemes:                                                  
-Value of employee services       -             -              1                
Dividends paid to equity holders  -             -             -                 
Total transactions with owners     17           -              1                
At end of period                  1 558         -              317              
STATEMENT OF CHANGES IN EQUITY                                                  
for the six months ended 31 December 2011                                       
                             Attributable to equity holders of the              
                            Company                                             
R million                     Revaluation   Translation   Contingency           
                            reserve1      reserve       reserve2                
Period ended 31 December 2011                                                   
At beginning of period          23           (70)          -                    
Profit for the period          -             -             -                    
Other comprehensive income     (5)            271          -                    
Total comprehensive income     (5)            271          -                    
for the period                                                                  
Transactions with owners:                                                       
Issue of share capital         -             -             -                    
Non-controlling interest       -             -             -                    
shares issues                                                                   
Non-controlling interest       -             -             -                    
share buy-backs                                                                 
Realised losses from non-      -             -             -                    
controlling interest share                                                      
buy-backs                                                                       
Realised gains from treasury   -             -             -                    
shares                                                                          
Increase in treasury shares    -             -             -                    
Employee share option                                                           
schemes:                                                                        
-Value of employee services    -             -             -                    
Share issue costs written-off  -             -             -                    
Transfer to contingency        -             -              3                   
reserve                                                                         
Dividends paid to equity       -             -             -                    
holders                                                                         
Total transactions with        -             -              3                   
owners                                                                          
At end of period                18            201           3                   
Period ended 31 December 2010                                                   
At beginning of period          145         76             -                    
Profit for the period          -             -             -                    
Other comprehensive income     (79)          (346)         -                    
Total comprehensive income     (79)          (346)         -                    
for the period                                                                  
Transactions with owners:      -             -             -                    
Non-controlling interest                                                        
shares issues                                                                   
Realised gains from treasury   -             -             -                    
shares                                                                          
Employee share option                                                           
schemes:                                                                        
-Value of employee services    -             -             -                    
Dividends paid to equity       -             -             -                    
holders                                                                         
Total transactions with        -             -             -                    
owners                                                                          
At end of period                66           (270)         -                    
STATEMENT OF CHANGES IN EQUITY                                                  
for the six months ended 31 December 2011                                       
Attributable to equity holders of the              
                            Company                                             
R million                     Hedging       Retained      Total                 
                            reserve       earnings                              
Period ended 31 December 2011                                                   
At beginning of period          7            7 149         8 969                
Profit for the period          -             1 098         1 098                
Other comprehensive income      14           -              280                 
Total comprehensive income      14           1 098         1 378                
for the period                                                                  
Transactions with owners:                                                       
Issue of share capital         -             -              800                 
Non-controlling interest       -             -             -                    
shares issues                                                                   
Non-controlling interest       -             -             -                    
share buy-backs                                                                 
Realised losses from non-      -             (4)           (4)                  
controlling interest share                                                      
buy-backs                                                                       
Realised gains from treasury   -             -              5                   
shares                                                                          
Increase in treasury shares    -             -             (10)                 
Employee share option                                                           
schemes:                                                                        
-Value of employee services    -             -              1                   
Share issue costs written-off  -             -             (21)                 
Transfer to contingency                                                         
reserve                       -             (3)            -                    
Dividends paid to equity       -             (274)         (274)                
holders                                                                         
Total transactions with        -             (281)          497                 
owners                                                                          
At end of period                21           7 966         10 844               
Period ended 31 December 2010                                                   
At beginning of period          37           6 267         8 382                
Profit for the period          -             1 417         1 417                
Other comprehensive income     (10)          -             ( 435)               
Total comprehensive income     (10)          1 417          982                 
for the period                                                                  
Transactions with owners:      -             -             -                    
Non-controlling interest                                                        
shares issues                                                                   
Realised gains from treasury   -             -              17                  
shares                                                                          
Employee share option                                                           
schemes:                                                                        
-?Value of employee services   -             -              1                   
Dividends paid to equity       -             (214)         (214)                
holders                                                                         
Total transactions with        -             (214)         (196)                
owners                                                                          
At end of period                27           7 470         9 168                
STATEMENT OF CHANGES IN EQUITY                                                  
for the six months ended 31 December 2011                                       
                                                                                
R million                                  Non-          Total                  
controlling                            
                                         interest                               
Period ended 31 December 2011                                                   
At beginning of period                       4            8 973                 
Profit for the period                       -             1 098                 
Other comprehensive income                  -              280                  
Total comprehensive income for the period   -             1 378                 
Transactions with owners:                                                       
Issue of share capital                      -              800                  
Non-controlling interest shares issues       5             5                    
Non-controlling interest share buy-backs    (8)           (8)                   
Realised losses from non-controlling        -             (4)                   
interest share buy-backs                                                        
Realised gains from treasury shares         -              5                    
Increase in treasury shares                 -             (10)                  
Employee share option schemes:                                                  
-Value of employee services                 -              1                    
Share issue costs written-off               -             (21)                  
Transfer to contingency reserve             -             -                     
Dividends paid to equity holders            -             (274)                 
Total transactions with owners              (3)            494                  
At end of period                             1            10 845                
Period ended 31 December 2010                                                   
At beginning of period                      -             8 382                 
Profit for the period                       (109)         1 308                 
Other comprehensive income                  -             (435)                 
Total comprehensive income for the period   (109)          873                  
Transactions with owners:                    894           894                  
Non-controlling interest shares issues                                          
Realised gains from treasury shares         -              17                   
Employee share option schemes:                                                  
-Value of employee services                 -              1                    
Dividends paid to equity holders            -             (214)                 
Total transactions with owners               894           698                  
At end of period                             785          9 953                 
1 This reserve relates to the revaluation of available-for-sale                 
financial assets.                                                               
2 The statutory contingency reserve is calculated at 10% of net                 
written premiums in terms of the South African Short-term Insurance             
Act 1998. Transfers to and from this reserve are taken directly to              
and from distributable reserves.                                                
REVIEW OF GROUP RESULTS                                                         
VALUE CREATORS                                                                  
New business annualised premium income increased 21% for the six months         
ended 31 December 2011.                                                         
R million                             December     December    %                
                                    2011         2010        change             
Discovery Health                      2 089        1 974       6                
Discovery Life                        892          832         7                
Discovery Invest                      487          397         23               
Discovery Vitality                    74           70          6                
Discovery Insure                      118          -                            
PruHealth                             272          313         (13)             
PruProtect                            218          144         51               
Vitality USA                          174          17          924              
Ping An Health                        211          -                            
New business API of Group             4 535        3 747       21               
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. For Vitality USA and Ping An Health, new        
business API is calculated based on the date of policy inception.               
Gross inflows under management increased 16% for the six months ended 31        
December 2011.                                                                  
GROSS INFLOWS UNDER MANAGEMENT                                                  
R million                             December   December      %                
                                    2011       2010          change             
Discovery Health                      17 016     15 115        13               
Discovery Life                        2 952      2 522         17               
Discovery Invest                      4 612      3 626         27               
Discovery Insure                      25         -                              
Discovery Vitality                    778        676           15               
PruHealth                             2 186      1 829         20               
PruProtect                            274        142           93               
Gross inflows under management        27 843     23 910        16               
Less: collected on behalf of third    (17 833)   (15 356)      (16)             
parties                                                                         
Discovery Health                      (15 253)   (13 431)      (14)             
Discovery Invest                      (2 580)    (1 862)       (39)             
PruHealth                             -          (53)                           
PruProtect                                    -  (10)                           
Gross income of Group                 10 010     8 554         17               
Gross inflows under management measures the total funds collected by            
Discovery and is an accurate measure of the growth of Discovery.                
PROFIT FROM OPERATIONS                                                          
The following table shows the main components of the Group profit               
from operations for the six months ended 31 December 2011:                      
R million                             December     December    %                
2011         2010        change             
Discovery Health                      682          619         10               
Discovery Life                        862          768         12               
Discovery Invest                      81           44          84               
Discovery Vitality                    -            1                            
PruHealth                             47           35          34               
PruProtect                            115          (40)        388              
Profit from existing operations       1 787        1 427       25               
Development and other segments        (158)        (95)        (66)             
Normalised profit from operations     1 629        1 332       22               
Amortisation of intangibles from      (70)         (44)        (59)             
business combinations                                                           
Investment income attributable to     80           76          5                
equity holders                                                                  
Net realised gains on available-for-  80           192         (58)             
sale financial assets                                                           
Share of profit/(loss) from           (5)          -                            
associates                                                                      
Finance costs and foreign exchange    (53)         (60)        12               
gains/(losses)                                                                  
Recapture of reinsurance              -            (312)                        
Gains and losses resulting from       -            609                          
business combinations                                                           
Write-off of software from business   -            (95)                         
combination                                                                     
Profit before tax                     1 661        1 698       (2)              
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% for July 2010,       
but at 100% from 1 August 2010.                                                 
SIGNIFICANT MOVEMENTS IN THE INCOME STATEMENT                                   
ACQUISITION OF STANDARD LIFE HEALTHCARE (SLHC)                                  
For a detailed discussion regarding the accounting treatment of the             
acquisition of SLHC, please refer to the 30 June 2011 Annual Financial          
Statements.                                                                     
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        
acquisition accounting entries were finalised at 30 June 2011 and no further    
adjustments will be made.                                                       
Intangibles identified in the acquisition of SLHC are amortised over their      
remaining useful lives and tested for impairment at each reporting date.        
There was no indication of impairment for the current reporting period.         
Discovery has recorded an amortisation charge of R70 million in profit or       
loss at 31 December 2011 (2010: R44 million).                                   
SHARE-BASED PAYMENTS                                                            
Included in marketing and administration expenses is R106 million (2010:        
R107 million) in respect of options granted under employee share incentive      
schemes expensed in accordance with the requirements of IFRS 2.                 
Discovery entered into transactions to hedge its exposure in the phantom        
share scheme related to changes in the Discovery share price. As at 31          
December 2011, approximately 85% (2010: 67.3%) of this exposure was hedged.     
PUT OPTIONS IN SUBSIDIARIES                                                     
During the prior financial year, put options were granted to the non-           
controlling interests of three of Discovery`s subsidiaries, entitling the       
non-controlling interest to sell its interest in the subsidiary to Discovery    
at contracted dates. In accordance with IAS 32, 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 interests). Interest in respect    
of this liability of R75 million has been recorded in finance charges for       
the six months ended 31 December 2011, using the effective interest rate        
method. The estimated purchase prices have been reconsidered and no             
adjustments to the assumptions were made.                                       
Aggregate effects on Discovery`s results at 31 December 2011:                   
R million                                                Total                  
Value of puttable non-controlling interests as at 1 July 2 314                  
2011                                                                            
Further share issues to non-controlling interests        23                     
Finance charges recognised in the income statement       75                     
Net exchange differences arising during the period       330                    
Value of puttable non-controlling interests as at 31     2 742                  
December 2011                                                                   
TAXATION                                                                        
All South African entities, excluding Discovery Insure, are in a tax paying     
position. South African income tax has been provided at 28% (2010: 28%) and     
secondary tax on companies at 10% in the financial statements. No deferred      
tax has been accounted for in respect of the Discovery Insure losses.           
Discovery obtained no tax relief for the PruHealth losses in respect of the     
calendar year ending 31 December 2010 and utilised prior losses against         
current income in PruHealth. Discovery has not accounted for any deferred       
tax asset in respect of the balance of assessed losses in PruHealth.            
Tax relief is obtained for 100% of the PruProtect losses through The            
Prudential Plc.                                                                 
Included in the profit before tax for the six months ended 31 December 2010,    
are non-taxable gains and losses resulting from business combinations.          
MATERIAL TRANSACTIONS WITH RELATED PARTIES                                      
Discovery Health administers Discovery Health Medical Scheme (DHMS) and         
provides managed care services for which it charges an administration fee       
and a managed healthcare fee respectively. These fees are determined on an      
arm`s length basis and totalled  R1 613 million for the six months ended 31     
December 2011 (2010:  R1 541 million). Discovery offers the members of DHMS     
access to the Vitality programme.                                               
SIGNIFICANT MOVEMENTS IN THE STATEMENT OF FINANCIAL POSITION                    
FINANCIAL ASSETS                                                                
Financial assets have increased due to the sale of Discovery Invest products    
as well as the transfer of approximately       R750 million from cash and       
cash equivalents to a money market investment portfolio.                        
ISSUE OF PREFERENCE SHARES                                                      
On 15 August 2011, Discovery issued 8 million B preference shares at an         
issue price of R100 each by way of private placement. These preference          
shares were issued at a coupon rate of 85% of prime rate. These preference      
shares are non-cumulative, non-participating, non-convertible, voluntarily      
redeemable no par value preference shares and have therefore been classified    
as equity. The value of the preference shares in the Statement of Financial     
Position has been reduced by share issue costs of     R21 million.              
The first preference share dividend has been declared on         22 February    
2012. As these preference shares are non-cumulative, no dividend has been       
accrued for in the current reporting period. Normalised headline earnings       
have been adjusted by R23 million, as if the preference share dividends have    
been accrued for on a day-to-day basis.                                         
BORROWINGS AT AMORTISED COST                                                    
Borrowings at amortised cost, includes a long-term loan of     R400 million     
raised as part of the funding to purchase SLHC. Interest on the loan is         
payable quarterly, at a fixed interest rate. R20 million has been recorded      
in finance charges for the six months ended 31 December 2011 (2010: R12.6       
million). The loan is repayable on 11 September 2017.                           
DEFERRED TAX LIABILITY                                                          
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                                                                     
Dr Ayanda Ntsaluba was appointed as an executive director with effect from 1    
July 2011. Mr Jannie Durand was appointed as a non-executive director with      
effect from 25 August 2011.                                                     
DIVIDEND POLICY AND CAPITAL                                                     
A final dividend of 48 cents per share was paid on 17 October 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 R342 million (2010: R303 million) and was    
covered 4.4 times (2010: 3.9 times).                                            
PREFERENCE SHARE CASH DIVIDEND DECLARATION:                                     
The board has declared a dividend of 289.23 cents per share, payable to         
preference shareholders for the period 15 August 2011 to 31 December 2011.      
The salient dates are as follows:                                               
-Last date to trade "cum" dividend         Friday, 9 March 2012                 
-Date trading commences "ex" dividend      Monday, 12 March 2012                
-Record date                               Friday, 16 March 2012                
-Date of payment                           Monday, 19 March 2012                
Share certificates may not be dematerialised or rematerialised between          
Monday, 12 March 2012 and Friday, 16 March 2012, both days inclusive.           
ORDINARY SHARE CASH DIVIDEND DECLARATION:                                       
The board has declared an interim dividend of 50 cents per share.               
The salient dates are as follows:                                               
-Last date to trade "cum" dividend         Thursday, 15 March 2012              
-Date trading commences "ex" dividend      Friday, 16 March 2012                
-Record date                               Friday, 23 March 2012                
-Date of payment                           Monday, 26 March 2012                
Share certificates may not be dematerialised or rematerialised between          
Friday, 16 March 2012 and Friday, 23 March 2012, both days inclusive.           
ACCOUNTING POLICIES                                                             
The interim results have been prepared in accordance with International         
Financial Reporting Standards including IAS 34, as well as the South African    
Companies Act 71 of 2008. The accounting policies adopted are consistent        
with the accounting policies applied in the last annual report and the          
corresponding prior year period.                                                
COMPARATIVE FIGURES                                                             
There have been no changes to comparative figures, except for a change in       
the composition of Discovery`s reportable segments.                             
In terms of IFRS 8, if a segment no longer meets any of the ten per cent        
thresholds in the current or prior period, this segment will not be required    
to be reported on separately in either period. The USA Health segment meets     
this criteria and has now been aggregated in the `All other segments` column    
in the Segmental Information in both the current and prior periods.             
We are a proudly South African company that aims to be a leader in our          
respective industries as well as in the South African economy and society.      
EMBEDDED VALUE STATEMENT                                                        
for the six months ended 31 December 2011                                       
The embedded value of Discovery at 31 December 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 in South Africa through Discovery Life, Discovery Invest,      
Discovery Health and Discovery Vitality, and in the United Kingdom through      
PruProtect, PruHealth and PruHealth Insurance Limited (previously Standard      
Life Healthcare). PruProtect and PruHealth Insurance Limited are included in    
the Group value of new business and value of in-force business with effect      
from 30 June 2011. For The Vitality Group (USA) and Discovery Insure, no        
published value has been placed on the current in-force business.               
In August 2010, Discovery acquired Standard Life Healthcare and increased       
its shareholding in the Prudential joint venture from 50% to 75%. During        
2011, Discovery 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 parties in these subsidiaries. The put option entitles      
the non-controlling party 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, the financial liability in excess of the non-controlling interest     
in the net asset value and the non-controlling share of the profits/losses      
included in retained earnings were added back to the adjusted net worth.        
In August 2011, Discovery raised R800 million through the issue of non-         
cumulative, non-participating, non-convertible preference shares. For           
embedded value purposes, the capital raised, net of share issue expenses,       
has been excluded from the adjusted net worth.                                  
The auditors, PricewaterhouseCoopers Inc., have reviewed the consolidated       
value of in-force business and value of new business of Discovery Holdings      
Limited and its subsidiaries as included in the embedded value statement for    
the six months ended 31 December 2011. A copy of the auditors` unqualified      
review report is available for inspection at the company`s registered           
office.                                                                         
TABLE 1: GROUP EMBEDDED VALUE                                                   
R million            31 December   31 December  %       30 June                 
                     2011         2010         change  2011                     
Shareholders`        10 844        9 168        18      8 969                   
funds                                                                           
Adjustment to        (7 756)       (6 839)              (6 381)                 
shareholders`                                                                   
funds from                                                                      
published basis(1)                                                              
Adjusted net worth   3 088         2 329        33      2 588                   
-Free surplus        1 078         1 153                696                     
-Required            2 010         1 176                1 892                   
capital(2)                                                                      
Value of Standard                  522                                          
Life Healthcare in-                                                             
force business                                                                  
acquired(3)                                                                     
Value of in-force    25 860        22 231               24 853                  
covered business                                                                
before cost of                                                                  
capital                                                                         
Cost of required     (502)         (375)                (505)                   
capital                                                                         
Cost of STC(4)       (30)          (633)                (46)                    
Discovery Holdings   28 416        24 074       18      26 890                  
embedded value                                                                  
Number of shares     555.0         555.0                555.0                   
(millions)                                                                      
Embedded value per   R51.20        R43.37       18      R48.45                  
share                                                                           
Diluted number of    591.2         591.2                591.2                   
shares (millions)                                                               
Diluted embedded     R50.56        R42.99       18      R47.86                  
value per share(5)                                                              
(1) The published shareholders` funds was reduced to eliminate net assets       
under insurance contracts, deferred tax and deferred acquisition costs at       
December 2011 of R6 926 million (June 2011: R6 126 million; December 2010:      
R5 466 million) in respect of Life, R98 million (June 2011: R93 million;        
December 2010: R39 million) in respect of PruHealth and R53 million (June       
2011: R45 million) in respect of PruProtect. The December 2011 shareholders`    
funds was reduced by R1 704 million (June 2011: 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 December 2011 shareholders` funds was increased by R1 706 million (June     
2011: 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 R98 million (June 2011: R92 million) reflecting the non-        
controlling share of the losses included in retained earnings.                  
The December 2011 shareholders` funds was reduced by an amount of R779          
million being the net preference share capital raised during August 2011.       
(2) The required capital at December 2011 for Life is R685 million (June        
2011: R610 million; December 2010: R606 million), for Health and Vitality is    
R462 million (June 2011: R437 million; December 2010: R407 million), for        
PruHealth is R699 million (June 2011: R730 million; December 2010: R163         
million) and for PruProtect is R164 million (June 2011: 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 required capital amount was set equal to the           
capital prescribed by the FSA under the Individual Capital Adequacy             
Standards ("ICAS") framework. Allowance has also been made for additional       
capital required by PruHealth over the next 12 months. For PruProtect, the      
required capital was set equal to the UK Pillar 1 capital requirement.          
(3) The value of the Standard Life Healthcare (now PruHealth Insurance          
Limited) business in-force at 31 December 2010 was calculated based on the      
acquisition price less the net asset value of the business. With effect from    
30 June 2011 the value of in-force business, calculated as the present value    
of expected future after-tax shareholder cash flows, has been included with     
the PruHealth value of in-force covered business.                               
(4) STC will be replaced by a dividend withholding tax with effect from 1       
April 2012. The cost of STC at 31 December 2011 has been calculated based on    
the dividends expected to be declared prior to 1 April 2012.                    
(5) 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    Cost of  Value after             
                       before      required   STC      cost of                  
                       cost of     capital             capital                  
capital                         and STC                  
                       and STC                                                  
at 31 December 2011                                                             
Health and Vitality     11 397      (164)      (14)     11 219                  
Life and Invest(1)      12 891      (201)      (15)     12 675                  
PruHealth(2)            1 241       (119)      (1)      1 121                   
PruProtect(2)           331         (18)       (0)      313                     
Total                   25 860      (502)      (30)     25 328                  
at 31 December 2010                                                             
Health and Vitality     10 840      (144)      (307)    10 389                  
Life and Invest(1)      11 006      (168)      (315)    10 523                  
PruHealth(2)            385         (63)       (11)     311                     
Total                   22 231      (375)      (633)    21 223                  
at 30 June 2011                                                                 
Health and Vitality     11 610      (155)      (21)     11 434                  
Life and Invest(1)      11 969      (182)      (23)     11 764                  
PruHealth(2)            1 077       (140)      (2)      935                     
PruProtect(2)           197         (28)       (0)      169                     
Total                   24 853      (505)      (46)     24 302                  
(1) Included in the Life and Invest value of in-force covered                   
business is R406 million (June 2011: R345 million; December 2010:               
R278 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 R12.51/GBP (June 2011: R10.84/GBP; December 2010:              
R10.30/GBP). The values for PruHealth and PruProtect reflect                    
Discovery`s 75% shareholding in the joint venture.                              
TABLE 3: GROUP EMBEDDED VALUE EARNINGS                                          
R million                      Six months    Six months Year                    
                               ended        ended      ended                    
                              31 December   31         30 June                  
2011          December   2011                     
                                            2010                                
Embedded value at end of       28 416        24 074     26 890                  
period                                                                          
Less: Embedded value at        (26 890)      (22 558)   (22 558)                
beginning of period                                                             
Increase in embedded value     1 526         1 516      4 332                   
Net change in capital          5             (17)       (1)                     
Dividends paid                 274           214        445                     
Fair value adjustment of non-  -             -          (51)                    
controlling interest share of                                                   
subsidiary                                                                      
Non-controlling share buy-     4             -          -                       
back                                                                            
Transfer to hedging reserve    (14)          10         30                      
Embedded value earnings        1 795         1 723      4 755                   
Annualised return on opening   13.8%         15.9%      21.1%                   
embedded value                                                                  
TABLE 4: COMPONENTS OF GROUP EMBEDDED VALUE EARNINGS                            
R million                   Net     Cost of   Value of  Embedded                
worth   required  in-force  value                    
                                   capital   covered                            
                                             business                           
                                             less cost                          
of STC                             
Total profit from new       (865)   (37)      1 788     886                     
business (at point of                                                           
sale)                                                                           
Profit from existing                                                            
business                                                                        
Expected return            1 081   13        218       1 312                    
Change in methodology and  443     48        (769)     (278)                    
assumptions(1)                                                                  
Experience variances       (78)    3         (420)     (495)                    
Other initiative costs(2)   (207)   -         9         (198)                   
Non-recurring expenses      (33)    -         -         (33)                    
Acquisition costs(3)        (26)    -         (2)       (28)                    
Finance costs               (12)    -         -         (12)                    
Foreign exchange rate       365     (24)      199       540                     
movements                                                                       
Return on shareholders`     101     -         -         101                     
funds(4)                                                                        
Embedded value earnings     769     3         1 023     1 795                   
(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     
investment in Ping An Health, the establishment of The Vitality Group in the    
United States, PruProtect and Discovery Insure.                                 
(3) Acquisition costs relate to commission paid on Life business and            
expenses incurred in writing Health and Vitality business that has been         
written over the period but that will only be activated and on risk after       
the valuation date. These policies are not included in the embedded value or    
the value of new business and therefore the costs are excluded.                 
(4) The return on shareholders` funds is shown net of tax and management        
charges.                                                                        
TABLE 5: METHODOLOGY AND ASSUMPTION CHANGES                                     
                        Health and Vitality  Life and Invest                    
R million                Net      Value of    Net      Value of                 
                        worth    in-force    worth    in-force                  
Modelling changes(1)     -        (40)        48       (113)                    
Expenses                 -        22          (2)      (2)                      
Lapses(2)                -        -           (7)      (89)                     
Vitality                 -        (9)         -        -                        
Reinsurance(3)           -        -           379      (406)                    
Mortality and            -        -           18       (15)                     
morbidity(4)                                                                    
Benefit enhancements     -        -           (41)     40                       
Premium and benefit      -        -           1        (56)                     
increases                                                                       
Economic assumptions     -        (69)        7        (157)                    
Other                    -        7           3        (1)                      
Total                    -        (89)        406      (799)                    
TABLE 5: METHODOLOGY AND ASSUMPTION CHANGES                                     
PruHealth        PruProtect                              
R million               Net     Value    Net     Value of Total                 
                       worth   of       worth   in-force                        
                               in-                                              
force                                            
Modelling changes(1)    -       265      (9)     (1)      150                   
Expenses                -       (172)    3       1        (150)                 
Lapses(2)               -       (472)    2       (2)      (568)                 
Vitality                -       (18)     -       -        (27)                  
Reinsurance(3)          46      (17)     -       -        2                     
Mortality and           -       435      (14)    30       454                   
morbidity(4)                                                                    
Benefit enhancements    -       -        -       -        (1)                   
Premium and benefit     -       -        -       -        (55)                  
increases                                                                       
Economic assumptions    -       100      9       14       (96)                  
Other                   -       1        (0)     3        13                    
Total                   46      122      (9)     45       (278)                 
(1) The Life and Invest modelling changes relate mainly to changes following    
a conversion process on the administration system. The PruHealth modelling      
changes relate to the modelling of commission on the PruHealth Insurance        
Limited book.                                                                   
(2) For Life and Invest and PruHealth, long-term lapse assumptions have been    
strengthened at certain points.                                                 
(3) The reinsurance item relates to the impact of the financing reinsurance     
arrangements.                                                                   
(4) The PruHealth morbidity assumption has been adjusted as confidence in       
its experience has improved.                                                    
TABLE 6: EXPERIENCE VARIANCES                                                   
                            Health and Vitality  Life and Invest                
R million                    Net       Value of   Net     Value                 
                            worth     in-force   worth   of                     
in-                    
                                                         force                  
Renewal expenses             3         -          (6)     5                     
Administration fee           (30)      (532)      -       -                     
adjustment(1)                                                                   
Lapses and surrenders(2)     3         82         (11)    28                    
Mortality and morbidity      -         -          78      (15)                  
Policy alterations(3)        -         (10)       (135)   186                   
Backdated cancellations      -         -          (15)    5                     
Premium income               -         -          (20)    (14)                  
Tax(4)                       (7)       -          86      (70)                  
Reinsurance                  -         -          (1)     0                     
Economic assumptions(5)      -         -          (15)    (46)                  
Commission                   -         -          -       -                     
Extended modelling term      -         114        -       10                    
Other                        (26)      2          14      (13)                  
Total                        (57)      (344)      (25)    76                    
TABLE 6: EXPERIENCE VARIANCES                                                   
                        PruHealth        PruProtect                             
R million                Net    Value of  Net     Value of Total                
worth  in-force  worth   in-force                       
Renewal expenses         (109)  -         9       -        (98)                 
Administration fee       -      -         -       -        (562)                
adjustment(1)                                                                   
Lapses and               -      (171)     2       1        (66)                 
surrenders(2)                                                                   
Mortality and morbidity  94     -         2       -        159                  
Policy alterations(3)    -      -         6       (0)      47                   
Backdated cancellations  -      -         (2)     (1)      (13)                 
Premium income           -      -         (9)     -        (43)                 
Tax(4)                   10     -         (13)    -        6                    
Reinsurance              (22)   -         (5)     -        (28)                 
Economic assumptions(5)  -      -         -       -        (61)                 
Commission               48     -         -       -        48                   
Extended modelling term  -      13        -       -        137                  
Other                    (5)    12        (2)     (3)      (21)                 
Total                    16     (146)     (12)    (3)      (495)                
(1) This variance relates to the reduction in the administration fee payable    
by the Discovery Health Medical Scheme during 2011.                             
(2) The total Health and Vitality lapse experience variance of R85 million      
consists of a positive variance of R102 million due to lower than expected      
lapses and a negative variance of R17 million due to the net growth in          
existing employer groups (i.e. R379 million in respect of members joining       
existing employer groups during the period offset by an amount of R396          
million in respect of members leaving existing employer groups).                
(3) Policy alterations relate to changes to existing benefits at the request    
of the policyholder.                                                            
(4) The tax variance for Life and Invest arises due to a movement in the        
deferred tax asset which delays the payment of tax.                             
(5) 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             Six months     Six months   %       Year                  
                     ended          ended        change  ended                  
                     31 December    31 December          30 June                
2011            2010                2011                   
Health and Vitality                                                             
Present value of      205            223                  505                   
future profits from                                                             
new business at                                                                 
point of sale                                                                   
Cost of required      (7)            (7)                  (15)                  
capital                                                                         
Cost of STC           (0)            (6)                  (1)                   
Present value of      198            210          (6)     489                   
future profits from                                                             
new business at                                                                 
point of sale after                                                             
cost of required                                                                
capital and STC                                                                 
New business          682            713          (4)     1 698                 
annualised premium                                                              
income(1)                                                                       
Life and Invest                                                                 
Present value of      542            498                  1 030                 
future profits from                                                             
new business at                                                                 
point of sale(2)                                                                
Cost of required      (20)           (17)                 (35)                  
capital                                                                         
Cost of STC           (1)            (14)                 (2)                   
Present value of      521            467          12      993                   
future profits from                                                             
new business at                                                                 
point of sale after                                                             
cost of required                                                                
capital and STC                                                                 
New business          926            883          5       1 724                 
annualised premium                                                              
income(3)                                                                       
Annualised profit     6.9%           6.4%                 7.0%                  
margin(4)                                                                       
Annualised profit     10.2%          9.0%                 9.8%                  
margin excluding                                                                
Invest Business                                                                 
PruHealth(5)                                                                    
Present value of      11             9                    68                    
future profits from                                                             
new business at                                                                 
point of sale                                                                   
Cost of required      (5)            (5)                  (13)                  
capital                                                                         
Cost of STC           (0)            (0)                  (0)                   
Present value of      6              4            50      55                    
future profits from                                                             
new business at                                                                 
point of sale after                                                             
cost of required                                                                
capital and STC                                                                 
New business          112            109          3       229                   
annualised premium                                                              
income(6)                                                                       
Annualised profit     1.0%           0.6%                 3.2%                  
margin(4)                                                                       
PruProtect                                                                      
Present value of      166                                 129                   
future profits from                                                             
new business at                                                                 
point of sale                                                                   
Cost of required      (5)                                 (16)                  
capital                                                                         
Cost of STC           (0)                                 (0)                   
Present value of      161                                 113                   
future profits from                                                             
new business at                                                                 
point of sale after                                                             
cost of required                                                                
capital and STC                                                                 
New business          163                                 218                   
annualised premium                                                              
income(7)                                                                       
Annualised profit     16.3%                               10.9%                 
margin(4)                                                                       
(1) Health new business annualised premium income is the gross contribution     
to the medical schemes. For embedded value purposes, Health new business is     
defined as individuals and members of new employer groups, and includes         
additions to first year business. There have been no changes to the             
definition of new business since the previous valuation.                        
The new business annualised premium income shown above excludes premiums in     
respect of members who join an existing employer after the first year, as       
well as premiums in respect of new business written during the period but       
only activated after 31 December 2011.                                          
The total Health and Vitality new business annualised premium income written    
over the period was R2 183 million (June 2011:    R4 086 million; December      
2010: R2 061 million).                                                          
(2) Included in the Life and Invest value of new business is      R1 million    
(June 2011: R11 million; December 2010: R1 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 R926 million (June 2011: R1       
724 million; December 2010: R883 million) (single premium APE: R255 million     
(June 2011: R478 million; December 2010:     R224 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 R265     
million (June 2011: R403 million; December 2010: R195 million) and servicing    
increases of R188 million (June 2011: R347 million; December 2010: R151         
million) was R1 379 million (June 2011:      R2 474 million; December 2010:     
R1 229 million) (single premium APE: R266 million (June 2011: R502 million;     
December 2010:     R210 million)). Single premium business is included at       
10% of the value of the single premium.                                         
Policy alterations, including Discovery Retirement Optimisers added to          
existing Life Plans are shown in Table 6 as experience variances and not        
included as new business.                                                       
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) The new business for PruHealth is seasonal, with more business written      
in the first half of the calendar year than the second half. The PruHealth      
value of new business at 30 June 2011 includes new business written through     
PruHealth Insurance Limited between August 2010 and March 2011. No new          
business has been written through PruHealth Insurance Limited since March       
2011. No value was placed on the PruHealth Insurance Limited new business at    
31 December 2010.                                                               
(6) PruHealth new business is defined as individuals and employer groups        
which incepted during the reporting period. The new business annualised         
premium income shown above has been adjusted to exclude premiums in respect     
of members who join an existing employer group after the first month as well    
as premiums in respect of new business written during the period but only       
activated after 31 December 2011. There have been no changes to the             
definition of new business since the previous valuation.                        
(7) The PruProtect new business is defined as policies which incepted during    
the reporting period and which are on risk at the valuation date.               
TABLE 8: EMBEDDED VALUE ECONOMIC ASSUMPTIONS                                    
31          31 December 30 June                   
                              December    2010        2011                      
                              2011                                              
Beta coefficient                                                                
South Africa                   0.53        0.56        0.50                     
United Kingdom                 0.53        0.56        0.50                     
Equity risk premium (%)                                                         
South Africa                   3.50        3.50        3.50                     
United Kingdom                 4.00        4.00        4.00                     
Risk discount rate (%)                                                          
Health and Vitality            10.855      10.46       10.75                    
Life and Invest                10.855      10.46       10.75                    
PruHealth                      4.60        6.73        6.02                     
PruProtect                     4.60        -           6.02                     
Rand/GB Pound Exchange Rate                                                     
Closing                        12.51       10.30       10.84                    
Average                        12.18       11.04       11.08                    
Medical inflation (%)                                                           
South Africa                   8.00        7.50        8.00                     
United Kingdom                 7.00        7.00        7.00                     
Expense inflation and CPI (%)                                                   
South Africa                   5.00        4.50        5.00                     
United Kingdom                                                                  
-PruHealth                     3.75        3.75        3.75                     
-PruProtect                    3.00        -           3.70                     
Pre-tax investment return (%)                                                   
South Africa                                                                    
-Cash                          7.50        7.00        7.50                     
-Bonds                         9.00        8.50        9.00                     
-Equity                        12.50       12.00       12.50                    
United Kingdom                                                                  
-Risk free                     2.48        3.99        4.02                     
-PruProtect asset return       4.04        -           5.59                     
assumption                                                                      
Dividend cover ratio           4.5 times   4.5 times   4.5 times                
Income tax rate (%)                                                             
South Africa                   28.00       28.00       28.00                    
United Kingdom                 26.00%      28.00%      26.00%                   
                              reducing     reducing   reducing                  
                              to          to          to                        
23.00% in   24.00% in  23.0% in                  
                               April       April 2014  April                    
                              2014                    2014                      
Projection term                                                                 
-Health and Vitality           20 years    20 years    20 years                 
-Group Life                    10 years    10 years    10 years                 
-PruHealth                     20 years    20 years    20 years                 
Life and Invest mortality, morbidity and lapse and surrender assumptions        
were derived from internal experience, where available, augmented by            
reinsurance and industry information.                                           
The Health lapse assumptions were based on the results of recent experience     
investigations. The lapse rate for the projection term after 10 years was       
set above current experience.                                                   
The PruHealth assumptions were derived from internal experience. 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 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 and         
PruHealth 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 and     
Vitality and PruHealth 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 31       
December 2011 to changes in the risk discount rate is shown below. In           
determining the values at different risk discount rates, all other              
assumptions have been left unchanged.                                           
TABLE 9: EMBEDDED VALUE SENSITIVITY TO RISK DISCOUNT RATE                       
R million                       Risk       Published   Risk                     
                               discount    risk       discount                  
                               rate -1%    discount   rate +1%                  
rate                                  
Adjusted net worth              3 088      3 088       3 088                    
Value of in-force covered       28 314     25 860      23 776                   
business before cost of                                                         
capital                                                                         
Cost of required capital        (503)      (502)       (503)                    
Cost of STC                     (30)       (30)        (30)                     
Discovery Holdings embedded     30 869     28 416      26 331                   
value                                                                           
TABLE 10: VALUE OF NEW BUSINESS SENSITIVITY TO RISK DISCOUNT RATE               
R million                       Risk       Published   Risk                     
                               discount   risk        discount                  
rate -1%    discount   rate +1%                  
                                          rate                                  
Present value of future         1 084      924         784                      
profits from new business at                                                    
point of sale                                                                   
Cost of required capital        (35)       (37)        (37)                     
Cost of STC                     (1)        (1)         (1)                      
Present value of future         1 048      886         746                      
profits from new business at                                                    
point of sale after cost of                                                     
required capital and STC                                                        
www.discovery.co.za                                                             
Sandton                                                                         
23 February 2012                                                                
Sponsor                                                                         
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 23/02/2012 10:00:01 Produced by the JSE SENS Department.                  
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