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Tue 25 Feb 2003, 10:38 Discovery Holdings Limited - Unaudited Interim Res
Discovery Holdings Limited - Unaudited Interim Results For The Six Months Ended 
31 December 2002                                                                
DISCOVERY HOLDINGS LIMITED                                                      
(Registration : 1999/007789/06)                                                 
ISIN :         ZAE000022331                                                     
Share Code :   DSY                                                              
Our purpose is clear: to make people healthier and protect and enhance their    
lifestyles                                                                      
Unaudited interim results for the six months ended 31 December 2002             
Highlights                                                                      
Operating profit from local operations  +30%                                    
Operating profit before taxation   +16%                                         
Earnings per share  +5%                                                         
New business premium income   +36%                                              
Discovery Life embedded value R500m                                             
Embedded value per share R9,56                                                  
Destiny Health to conclude agreement with major US insurance company            
Introduction                                                                    
The performance of Discovery over the first six months of the 2003 financial    
year has been pleasing. Discovery`s health business continues to consolidate its
leadership position locally, while transferring its unique capabilities to the  
US market. To leverage this, a significant agreement with a major US insurance  
company is in the process of being concluded.                                   
Discovery`s life business has exceeded expectations and is playing a leadership 
role in creating structural change in the mainstream life assurance market.     
Over the period under review, Discovery`s performance has resulted in strong    
organic growth and the creation of platforms and opportunities for future       
growth.                                                                         
Discovery Health                                                                
Discovery Health`s performance exceeded expectation. The environment in which   
the company operates is complex and fluid, but one with considerable consumer   
demand. Given the company`s unique skill sets and capabilities, the environment 
presented ongoing opportunities for it to continuously differentiate itself and 
enhance its competitive position. The resolution with the Council for Medical   
Schemes enabled it over the period to focus on its core capabilities and        
infrastructure resulting in an exceptional performance of the Discovery Health  
Medical Scheme ("DHMS"), enhanced service levels to members, considerable growth
in new business and the emergence of new market opportunities.                  
* Annualised new business increased by 27% to R1 163,3m from R917,7m. The lapse 
rate of members reduced to an effective 3,3% per annum, the lowest to date. This
resulted in covered lives increasing from 1 049 916 to 1 255 797.               
* The reserves within the Discovery Health Medical Scheme increased by R331m    
over the six-month period, increasing the scheme`s statutory solvency level to  
7,3% which meets the level agreed to with the Council for Medical Schemes.      
Importantly, a more co-operative, productive relationship has been formed       
between the Council for Medical Schemes, Discovery Health and the Discovery     
Health Medical Scheme.                                                          
* The financial and operational performance of the Discovery Health Medical     
Scheme enabled it to post amongst the lowest contribution increases for 2003,   
clearly fulfilling Discovery`s commitment to providing access to the best       
quality care on a sustainable basis.                                            
* The KeyHealth product was launched providing an important foundation for entry
into the employed but uninsured market. Early indications are that growth will  
exceed expectations.                                                            
* Substantial focus on technology and infrastructure yielded an increase in     
service levels and operational efficiency, driving member satisfaction and      
profitability.                                                                  
* The regulatory environment, while in constant flux, has become more stable,   
predictable and workable. The proposed Public Sector Medical Scheme for state   
employees poses a unique opportunity and Discovery Health is well positioned to 
tender for a role as one of its administrators.                                 
Destiny Health                                                                  
The period under review was an important and exciting one for Destiny Health,   
Discovery`s US subsidiary. The emerging environment is now particularly         
conducive to Discovery`s approach and partnership opportunities are emerging to 
leverage this. The partnership strategy is one which Discovery will continue    
pursuing. With reference to the cautionary announcement issued by Discovery on  
17 December 2002 and renewed on 27 January 2003, shareholders are advised that  
Destiny is in the process of concluding an agreement with a major US insurance  
company. This respected Fortune 500 company has been recognised by Fortune      
magazine in areas including financial soundness, product quality and employee   
talent. The capability developed within Destiny combined with Discovery Health`s
unique competence in what the US healthcare system terms "consumer-driven       
healthcare" (the combination of medical savings accounts and insurance          
coverage), has created significant opportunities to capitalise on the move      
toward consumerism in the US healthcare system. This relationship will create   
the first mainstream consumer-driven offering in the US marketplace. It will    
pivot around Discovery`s Comprehensive Consumer-Driven Health CareT model. This 
agreement will give Destiny access to significant brand and financial           
credibility, nationwide distribution and the ability to share the variable cost 
of market expansion.                                                            
Independently of this, the company has the intention of reaching cash flow      
breakeven on a monthly basis by the end of the 2003 calendar year. Towards this,
Destiny`s performance over the period was pleasing on the new business side,    
with production accelerating considerably, reflecting the significant progress  
made in product competitiveness and distribution effectiveness. The company     
spent significantly on infrastructure leading to a financial result that fell   
short of expectation. While much of the infrastructure built will be required to
support the company`s new partnership, significant steps have been taken to     
address certain infrastructural costs and the company is confident that the next
six months will see the combined impact of increased business and leaner        
infrastructure.                                                                 
The period under review contained important milestones:                         
* The monthly production of new business increased to a level above 1 500       
members per month. Total lives covered grew from 3 866 to 14 840. For January   
2003 (post the reporting period), new business increased to 2 800 new lives,    
reflecting a significant increase in demand.                                    
* Despite rapid growth, service levels have remained at exceptional levels,     
exceeding broker and client expectations - an important aspect in creating      
demand and building credibility.                                                
* A general agency agreement was signed with Euclid Managers, Illinois` most    
prestigious General Agent, who will now distribute only Destiny`s product       
through its 1 600 brokers to companies over 50 lives.                           
* The Destiny product range was enhanced making it more flexible, modular and   
price competitive.                                                              
* Significant progress was made in moving functionality to Discovery in South   
Africa, creating the potential to reduce operating costs. Currently 25% of      
client calls are being dealt with by call centres within Discovery.             
Discovery Life                                                                  
Discovery Life`s performance was particularly pleasing. Two years ago, Discovery
set out to create a new generation life assurance company to meet the needs of  
its clients in a different and more appropriate way, utilising its risk and     
health management capabilities. The result of this is its "risk-only" approach  
to life insurance - as opposed to the conventional combination of risk and      
investment - has had a structural impact on the life assurance market. The      
unique product architecture and benefits of Discovery Life`s LIFE PLAN, the     
franchise distribution system and the overall positioning of Discovery has      
provided a strong platform for competitive advantage and growth, translating    
into a pleasing performance over the period:                                    
* Annualised recurring new business premium over the six-month period grew by   
95,8% to R214,6m from R109,6m, placing Discovery Life amongst the top life      
assurance companies in terms of new risk business production.                   
* Pre-tax profit grew to R20,2m from a loss of R1,3m in the previous period. The
quality of business written is reflected in the growth of the embedded value to 
R500m from R183,3m.                                                             
* During the period, Discovery Life launched the Integrator, enabling clients of
Discovery Life, Discovery Health and Vitality to enjoy the benefit of dynamic   
health management resulting in significant reductions in their life assurance   
premiums. This unique capability places both Discovery Life and Discovery Health
in an enhanced competitive position that is difficult to replicate.             
* Discovery Consulting Services (DCS), Discovery Life`s franchise distribution  
capability, reached full operational efficiency, with each franchise meeting    
expense to revenue targets, thereby creating a powerful channel for future      
growth.                                                                         
* The major life assurance companies have begun migrating toward the Discovery  
Life approach of risk-only product architecture, thereby endorsing the Discovery
approach. Discovery Life`s positioning makes it a leader in this mainstream     
emerging market and places it in a strong competitive position for the future.  
Discovery Vitality                                                              
Vitality continues its role of making people healthier and differentiating the  
product offerings of Discovery Health and Discovery Life. The effect has been to
increase new business production and retention, while having a positive         
influence on the underlying morbidity and mortality experience.                 
Profit before investment income for the period decreased from R23,1m to R11,7m, 
reflecting the increase in benefit offerings, including the highly successful   
Ster-Kinekor structure. The overall result has been that the total number of    
people enjoying significant benefits is now greater than ever, leading to even  
higher persistency levels in both Discovery Health and Discovery Life.          
KeyClub was launched as an adjunct to the recently introduced KeyHealth product.
This includes movie benefits, magazine benefits, discounts on pre-paid airtime  
and membership of Kaizer Chiefs and Orlando Pirates Supporters clubs.           
New Vitality benefits were added for 1 January 2003, including Sony products,   
cell phone airtime and Internet access.                                         
By order of the board                                                           
L L Dippenaar                 A Gore                                            
Chairman                      Chief Executive Officer                           
25 February 2003                                                                
Financial commentary                                                            
Effect of resolution on Discovery Health                                        
On 25 May 2002 resolution was reached with the Council for Medical Schemes. The 
resolution resulted in the following key features, with effect from 1 January   
2002, which had an impact on the current financial statements:                  
* The administration fee earned by Discovery Health was reduced from 14% to     
12,4% of DHMS`s gross contributions.                                            
* Quota share reinsurance premiums earned by Discovery Life from DHMS, were     
reduced from 67% to 33% of risk premiums received and a profit share arrangement
was concluded.                                                                  
* A stop-loss reinsurance agreement was entered into between DHMS and Discovery 
Life for a loss ratio in excess of 102,3% of risk premiums received by DHMS.    
The impact of the above, on the results of the health operations of Discovery,  
is a reduction in gross income for the six months ended 31 December 2002, as    
compared to the six months ended 31 December 2001, with a corresponding decrease
in reinsurance, claims and policyholder benefits and transfers to health        
insurance durational and AIDS reserves.                                         
Implementation of new accounting standards                                      
Discovery implemented the Accounting Standard AC133 - Financial Instruments:    
Recognition and Measurement in preparation of the financial statements for the  
six months ended 31 December 2002.                                              
In order to comply with the requirements of AC133, Discovery separates linked   
investment contracts written from other insurance contracts and discloses the   
liabilities in respect of these contracts separately. Premium income, investment
income and outflows in respect of linked investment contracts are excluded from 
the income statement.                                                           
Investments held by Discovery are also split between shareholder assets and     
policyholder assets. The accounting treatment in respect of each category of    
assets is as follows:                                                           
* Policyholder investments: These investments represent investments held in     
respect of linked investment contracts and are classified as investments        
available for sale. Fair value is determined by reference to market value.      
Investment income, including unrealised gains and losses, is taken directly to  
the liabilities on linked investment contracts.                                 
* Shareholder investments: These investments are classified as investments      
available for sale. Fair value is determined by reference to market value.      
Unrealised gains and losses on revaluation of shareholder investments are       
recognised directly in equity through the statement of changes in equity.       
AC133 is prospectively applied. The implication of this is that the comparative 
figures included in the financial statements were not adjusted to take into     
account the effect of AC133.                                                    
New business annualised premium income ("API")                                  
All lines of business showed strong new business growth. New business API of the
group grew 36% for the six months under review to R1 597,7m (2001: R1 172,2m),  
made up as follows:                                                             
                      2002            2001         %                            
Health (Rm)           1 163,3         917,7        27                           
Vitality (Rm)         32,9            26,2         26                           
Life (Rm)             214,6           109,6        96                           
Destiny (USDm)        19,7            10,7         84                           
Gross inflows under management                                                  
Gross inflows under management include flows into DHMS to demonstrate the scale 
of activity of the Discovery group and to provide direct comparison of activity 
to prior periods. In line with the new business growth, all lines of business   
showed satisfactory growth in gross inflows under management.                   
               2002           2001                                              
               Rm             Rm              %                                 
Health         4 314,9        3 340,5         29                                
Vitality       139,5          111,4           25                                
Life           196,2          67,4            191                               
Destiny        158,1          27,7            471                               
               4 808,7        3 547,0         36                                
Operating profit before investment income                                       
- local operations                                                              
               2002           2001            %                                 
               Rm             Rm              Increase                          
Health         180,6          141,4           28                                
Vitality       11,7           23,1            (49)                              
Life           20,2           (1,3)           -                                 
Profit from    212,5          163,2           30                                
local                                                                           
operations                                                                      
Ddiscovery Health                                                               
As explained, the resolution with the Council for Medical Schemes resulted in a 
decrease in gross income. However, the increase in Discovery membership of 19,6%
to 1 255 797 (2001: 1 049 916) and the focused management of outflows, in       
particular operating and administration expenses, resulted in the operating     
profit before investment income increasing by 28%. The operating profit of      
Discovery Health is weighted to the second half of the financial year as premium
increase anniversaries are on 1 January each year while salary increases only   
happen on 1 July each year.                                                     
Discovery Life                                                                  
Discovery Life`s new business growth, fuelled by the launch of the Integrator   
product and expansion of the franchise network, resulted in Discovery Life      
contributing an operating profit before investment income of R20,2m.            
Discovery Vitality                                                              
As highlighted in the 2001 interim results, Vitality`s operating margin has     
reduced as a result of an increase in benefit offerings.                        
Destiny Health                                                                  
Destiny Health`s loss increased to R89,9m (2001: R53,7m). No tax relief is      
available on the losses incurred and there is no deferral of acquisition costs  
in Destiny Health. Destiny`s new business is now in line with expectations.     
However, the increase in new business came later than expected. In addition,    
overspend on infrastructure led to a financial result that fell short of        
expectations.                                                                   
The above culminated in operating profit before taxation from local operations  
increasing 30% to R258,3m (2001: R198,3m) which translates into an increase in  
earnings per share from local operations of 28% to 46c (2001: 36c). Net profit  
attributable to ordinary shareholders increased to R90,9m (2001: R85,4m).       
Investment income                                                               
Investment income earned by policyholders after 1 July 2002 is excluded from    
investment income in the income statement. The investment income of R46,7m      
reflected in the income statement as earned by shareholders for the six months  
ended 31 December 2002, is directly comparable to R36,3m for 2001.              
Headline earnings per share                                                     
Headline earnings per share is based on earning as follows:                     
December      December      June                          
R million             2002          2001          2002                          
Net profit            90,9          85,4          261,7                         
attributable to                                                                 
ordinary shareholders                                                           
Adjusted for realised                                                           
profit on available                                                             
for                                                                             
sale financial        (4,8)         (0,5)         (3,9)                         
instruments                                                                     
Headline earnings     86,1          84,9          257,8                         
after abnormal items                                                            
Adjusted for abnormal -             -             (44,5)                        
items after taxation                                                            
Headline earnings     86,1          84,9          213,3                         
before abnormal items                                                           
Balance sheet                                                                   
The increase in the minority interest in the balance sheet is attributable to   
preference shares issued by Destiny Health.                                     
Policyholder liabilities and reserves are negative as a result of the individual
life policyholder liabilities, due to a significant increase in profitable new  
business.                                                                       
Cash flow statement                                                             
Operating activities of Discovery Health and Vitality generated R277,3m (2001:  
R212,1m). After absorbing Destiny Health`s operating costs of R95,1m (2001:     
R46,7m) and R155,3m (2001: R109,0m) in respect of Discovery Life`s operating    
costs, Discovery generated cash of R26,9m (2001: R56,4m) before working capital 
changes.                                                                        
Accounting policies                                                             
The principal accounting policies and methods of computation followed in the    
current year are consistent with those of the prior year with the exception of  
the consolidation of the Discovery Holdings Share Incentive Trust in terms of   
AC412 and the effect of the adoption of AC133. Where necessary comparative      
figures have been regrouped or restated to conform with changes in presentation 
in the current year classifications.                                            
The interim financial statements comply with Statements of Generally Accepted   
Accounting Practice. The interim financial statements were not audited.         
In line with Discovery`s policy, no dividend has been declared.                 
Group balance sheet at 31 December 2002                                         
                                      December  June                            
2002      2002                            
R million                             Unaudited Audited                         
Assets                                                                          
Non-current assets                    1 088,5   1 084,1                         
Fixed assets                          220,3     194,4                           
Intangible assets                     33,3      30,5                            
Investments                                                                     
- Linked assets under                                                           
investment contracts                  521,9     588,0                           
- Other                               313,0     271,2                           
Current assets                        769,4     896,8                           
Total assets                          1 857,9   1 980,9                         
Equity and liabilities                                                          
Capital and reserves                  993,7     940,6                           
Share capital and share premium       428,8     427,1                           
Reserves                              564,9     513,5                           
Minority interest                     329,8     184,0                           
Policyholder liabilities and          (78,3)    129,7                           
reserves                                                                        
Life policyholder liabilities         (528,2)   (342,7)                         
Health insurance durational and                                                 
AIDS reserves                         176,1     139,1                           
Deferred acquisition costs            (246,2)   (245,7)                         
Linked liabilities under                                                        
investment contracts                  520,0     579,0                           
Current liabilities                   612,7     726,6                           
Total equity and liabilities          1 857,9   1 980,9                         
Group statement of gross inflows under management for the six months ended 31   
December 2002                                                                   
                    Six months   Six months         Year                        
                    ended        ended              ended                       
                    December     December           June                        
2002         2001        Change 2002                        
R million           Unaudited    Unaudited   %      Audited                     
Gross inflows under 4 808,7      3 547,0     36     7 733,7                     
management                                                                      
Less: Medical       2 962,7      1 311,5            3 877,0                     
scheme                                                                          
contributions                                                                   
Less: Money market  -            357,5              356,9                       
contributions                                                                   
Gross income of     1 846,0      1 878,0            3 499,8                     
group                                                                           
Group income statement for the six months ended 31 December 2002                
Six       Six months           Year                       
                      months                                                    
                      ended     ended                ended                      
                      December  December             June                       
2002      2001        Change   2002                       
R million             Unaudited Unaudited   %        Audited                    
Gross income of       1 846,0   1 878,0              3 499,8                    
group                                                                           
Less: Reinsurance     110,3     158,7                210,7                      
premiums                                                                        
Net income            1 735,7   1 719,3              3 289,1                    
Investment income     46,7      92,4                 134,6                      
Income                1 782,4   1 811,7              3 423,7                    
Claims and            775,7     1 001,6              1 721,6                    
policyholder                                                                    
benefits                                                                        
Commissions           211,6     110,6                272,6                      
Operating and                                                                   
administration                                                                  
expenses              671,4     533,6                1 108,5                    
Vitality benefits     104,3     74,9                 167,4                      
Net deferral of       (0,5)     (16,9)               (41,4)                     
acquisition costs                                                               
Outgo                 1 762,5   1 703,8              3 228,7                    
Transfer from                                                                   
policyholder                                                                    
liabilities and       148,5     36,7                 154,6                      
reserves                                                                        
To linked             -         (31,2)               (25,7)                     
policyholder                                                                    
liabilities                                                                     
From life             185,5     120,3                260,1                      
policyholder                                                                    
liabilities                                                                     
To health insurance                                                             
durational                                                                      
and AIDS reserves     (37,0)    (52,4)               (79,8)                     
Operating profit      168,4     144,6                349,6                      
before taxation                                                                 
Local operations      258,3     198,3       30       457,9                      
Foreign operations    (89,9)    (53,7)               (108,3)                    
Abnormal items        -         -                    63,5                       
Profit before         168,4     144,6       16       413,1                      
taxation                                                                        
Taxation              77,5      59,2                 151,4                      
- Operating profit    77,5      59,2                 132,4                      
- Abnormal items      -         -                    19,0                       
Net profit                                                                      
attributable to                                                                 
ordinary              90,9      85,4                 261,7                      
shareholders                                                                    
Local                 180,8     139,1                370,0                      
Foreign               (89,9)    (53,7)               (108,3)                    
Basic earnings per                                                              
share before                                                                    
abnormal items                                                                  
(cents)                                                                         
- undiluted           23,1      22,1                 55,8                       
- diluted             22,5      21,9                 54,2                       
Basic earnings per                                                              
share after                                                                     
abnormal items                                                                  
(cents)                                                                         
- undiluted           23,1      22,1                 67,3                       
- diluted             22,5      21,9                 65,3                       
Headline earnings                                                               
per share before                                                                
abnormal items                                                                  
(cents)                                                                         
- undiluted           21,9      22,0                 54,8                       
- diluted             21,3      21,8                 53,2                       
Headline earnings                                                               
per share after                                                                 
abnormal items                                                                  
(cents)                                                                         
- undiluted           21,9      22,0                 66,3                       
- diluted             21,3      21,8                 64,3                       
Weighted number of                                                              
shares                                                                          
in issue (000`s)      393 017   386 792              389 092                    
Diluted weighted                                                                
number                                                                          
of shares (000`s)     404 675   389 314              400 750                    
Group cash flow statement for the six months ended 31 December 2002             
December   December  June                        
                               2002       2001      2002                        
R million                      Unaudited  Unaudited Audited                     
Operating profit before                                                         
working                                                                         
capital changes                26,9       56,4      93,6                        
Health and Vitality            277,3      212,1     433,1                       
Life                           (155,3)    (109,0)   (246,4)                     
Destiny                        (95,1)     (46,7)    (93,1)                      
Working capital changes        (103,6)    176,4     78,1                        
Cash generated from            (76,7)     232,8     171,7                       
operations                                                                      
Investment income              39,8       51,7      73,2                        
Taxation paid                  (110,3)    (204,6)   (212,8)                     
Cash flow from operating       (147,2)    79,9      32,1                        
activities                                                                      
Cash flow from investing       (138,1)    (98,1)    (183,3)                     
activities                                                                      
Cash flow from financing       145,4      116,8     114,2                       
activities                                                                      
Net (decrease)/increase in                                                      
cash and                                                                        
cash equivalents               (139,9)    98,6      (37,0)                      
Cash and cash equivalents at                                                    
beginning of year              354,4      385,3     385,3                       
Effects of exchange rate                                                        
changes on                                                                      
cash and cash equivalents      (7,8)      -         6,1                         
Cash and cash equivalents                                                       
at end of year                 206,7      483,9     354,4                       
Group statement of changes in equity for the six months ended 31 December 2002  
                 Share   Share    Investment Retained  Translation              
capital premium  reserve    earnings  reserve     Total        
  Group          Rm      Rm       Rm         Rm        Rm          Rm           
  unaudited                                                                     
  31 December                                                                   
2001                                                                          
  Balance at 1   0,4     424,4    14,2       238,7     6,1         683,8        
  July 2001                                                                     
  Net profit                                 85,4                  85,4         
for the                                                                       
  period                                                                        
  Unrealised                                                                    
  gains on                                                                      
investments                     21,2                             21,2         
  Translation                                                                   
  of foreign                                                                    
  subsidiary                                           5,8         5,8          
Issue of       *       2,3                                       2,3          
  capital                                                                       
  Balance at 31  0,4     426,7    35,4       324,1     11,9        798,5        
  December 2001                                                                 
31 December                                                                   
  2002                                                                          
  Balance at 1   0,4     426,7    30,8       487,1     (15,1)      929,9        
  July 2002                                                                     
Effect of                                                                     
  consolidation                                                                 
  of share                                   10,7                  10,7         
  trust                                                                         
Restated       0,4     426,7    30,8       497,8     (15,1)      940,6        
  balance                                                                       
  Net profit                                 90,9                  90,9         
  for the                                                                       
period                                                                        
  Dividends                                                                     
  paid to                                                                       
  Destiny                                                                       
Health                                                                        
  preference                                                                    
  shareholders                               (2,1)                 (2,1)        
  Unrealised                                                                    
losses on                                                                     
  investments                     (28,3)                           (28,3)       
  Translation                                                                   
  of foreign                                                                    
subsidiary                                           (9,1)       (9,1)        
  Issue of       *       1,7                                       1,7          
  capital                                                                       
  Balance at 31  0,4     428,4    2,5        586,6     (24,2)      993,7        
December 2002                                                                 
* Amount is share par value                                                     
Segmental information for the six months ended 31 December 2002                 
                          Health                                                
United                                          
                      South     States                                          
                                of                                              
R million             Africa    America   Life   Vitality  Total                
New business                                                                    
annualised                                                                      
premium income        1 163,3   186,9     214,6  32,9      1 597,7              
Gross inflows under                                                             
management            4 314,9   158,1     196,2  139,5     4 808,7              
Gross income          1 381,9   128,4     196,2  139,5     1 846,0              
Expenses, commissions                                                           
and claims            (1        (216,5)   (328,3 (127,8)   (1 762,5)            
089,9)              )                                     
Transfer (to)/from                                                              
policyholder                                                                    
liabilities                                                                     
and reserves          (37,0)    -         185,5  -         148,5                
Operating profit                                                                
before                                                                          
investment income     180,6     (90,8)    20,2   11,7      121,7                
Investment income               0,9                        46,7                 
Operating profit                (89,9)                     168,4                
Increase/(decrease)                                                             
in                                                                              
operating profit                                                                
before investment     28                  >100   (49)                           
income (%)                                                                      
for the six months                                                              
ended 31 December                                                               
2001                                                                            
                       Health                                                   
                                United                                          
South     States                                          
                                of                                              
R million             Africa    America   Life   Vitality  Total                
New business                                                                    
annualised                                                                      
premium income        917,7     118,7     109,6  26,2      1 172,2              
Gross inflows under                                                             
management            3 340,5   27,7      67,4   111,4     3 547,0              
Gross income          1 676,9   22,3      67,4   111,4     1 878,0              
Expenses, commissions                                                           
and claims           (1 352,4)  (82,5)    (180,6 (88,3)    (1 703,8)            
                                          )                                     
Transfer (to)/from                                                              
policyholder                                                                    
liabilities and       (83,6)    -         120,3  -         36,7                 
reserves                                                                        
Operating profit                                                                
before                                                                          
investment income     141,4     (54,9)    (1,3)  23,1      108,3                
Investment income               1,2                        36,3                 
Operating profit                (53,7)                     144,6                
Group consolidated embedded value statement for the six months ended 31 December
2002                                                                            
                                                At                              
31 December                     
                                                2001                            
                                   At           (Illustrative,                  
                                   31 December  after                           
R million                          2002         resolution(1))                  
Shareholders` Funds(2)             993,7        798,5                           
Plus: Destiny Health Inc. start-   -            146,5                           
up cost(3)                                                                      
Less: Adjustment for DAC and       (393,0)      (337,6)                         
deferred commission(4)                                                          
Adjusted shareholders` funds       600,7        607,4                           
Value of in-force business before  3 202,8      2 384,3                         
cost of capital                                                                 
Cost of capital                    (192,1)      (82,9)                          
Discovery Holdings embedded value  3 611,4      2 908,8                         
Number of shares (millions)        397,8        390,6                           
Embedded value per share (Rands)   9,08         7,45                            
Diluted embedded value per share   8,82         7,39                            
(Rands)                                                                         
Embedded value per share           9,56         7,71                            
excluding shares issued to the                                                  
Discovery Holdings Share                                                        
Incentive Trust (Rands)(2)                                                      
        At                                                                      
Change  31 December  At 30                                                      
                     June                                                       
%       2001         2002                                                       
        798,5        940,6                                                      
146,5        -                                                          
        (337,6)      (390,4)                                                    
        607,4        550,2                                                      
34      3 131,5      2 820,2                                                    
(115,6)      (164,8)                                                    
24      3 623,3      3 205,6                                                    
        390,6        390,6                                                      
22      9,28         8,21                                                       
9,22         7,98                                                       
        9,60         8,51                                                       
(1) Values for 31 December 2001 were restated for illustrative purposes during  
2002 to show the impact of the resolution between Discovery Health and the      
Discovery Health Medical Scheme with the Council for Medical Schemes.           
(2) The Discovery Holdings Share Incentive Trust was consolidated for the first 
time in the results as at 31 December 2002. This has resulted in a decrease in  
Shareholders` Funds. Comparative figures for prior periods have also been       
restated. The embedded value per share has also been calculated excluding shares
issued to the Discovery Holdings Share Incentive Trust.                         
(3) Destiny Health is now being valued as excess assets over liabilities and the
discounted value of the expected future profits on the current block of         
business, and is therefore included in each of the embedded value components    
shown.                                                                          
(4) The adjustment for the deferred acquisition cost (DAC) and deferred         
commission assets was previously reflected in the value of in-force business.   
VALUE OF IN-FORCE BUSINESS                                                      
                                  Value                Value                    
                                  before               after                    
                                  cost of    Cost of   cost of                  
R million                         capital    capital   capital                  
Health, Vitality and Pre-funding  2 582,2    (110,8)   2 471,4                  
Life                              556,8      (56,8)    500,0                    
Destiny Health                    63,8       (24,5)    39,3                     
Total                             3 202,8    (192,1)   3 010,7                  
EMBEDDED VALUE EARNINGS                                                         
                             Six months to                                      
                             31 December                                        
2001                                               
                Six months   (Illustrative  Six months  12 months               
                to           ,              to          to                      
                31 December  after          31          30 June                 
December                            
R million       2002         resolution)    2001        2002                    
Embedded value  3 611,4      2 908,8        3 623,3     3 205,6                 
at end of                                                                       
period(1)                                                                       
Embedded value  3 205,6      3 083,3        3 083,3     3 083,3                 
at beginning                                                                    
of period(1)                                                                    
Increase in     405,8        (174,5)        540,0       122,3                   
embedded value                                                                  
Net capital     0,4          (2,3)          (2,3)       0,3                     
raised                                                                          
Impact of                                               (10,7)                  
consolidation                                                                   
of share                                                                        
trust(1)                                                                        
Adjustment for  2,6          11,2           11,2        64,0                    
DAC and                                                                         
deferred                                                                        
commission(2)                                                                   
Embedded value  408,8        (165,6)        548,9       175,9                   
earnings                                                                        
(1)  The Discovery Holdings Share Incentive Trust was consolidated for the first
time in the results as at 31 December 2002. This has resulted in a decrease in  
Shareholders` Funds. Comparative figures for prior periods have also been       
restated.                                                                       
(2)  This adjustment to Shareholders` Funds relates to the increase in the DAC  
and deferred commission assets over the period.                                 
Components of Embedded Value Earnings                                           
                        Six months to                                           
                        31 December                                             
                        2001                                                    
Six       (Illustrative,          Six       12                    
              months                            months    months                
              to                                to        to                    
              31        after           Change  31        30 June               
December                          December                        
R million     2002      resolution)     %       2001      2002                  
Total profit  275,5     201,1           37      269,9     445,7                 
from new                                                                        
business (at                                                                    
point of                                                                        
sale)                                                                           
Profit from                                                                     
existing                                                                        
business                                                                        
- Expected    241,3     197,6                   197,6     374,3                 
return                                                                          
- Change in   (182,8)   (725,6)                 (79,9)    (934,8)               
methodology                                                                     
and                                                                             
assumptions                                                                     
- Experience  76,8      116,2                   116,2     241,3                 
variances                                                                       
Return on     (2,0)     45,1                    45,1      49,4                  
shareholders`                                                                   
funds(1)                                                                        
Embedded      408,8     (165,6)                 548,9     175,9                 
value                                                                           
earnings                                                                        
(1) Return on shareholders` funds is the after-tax investment return.           
Group consolidated embedded value statement (continued) for the six months ended
31 December 2002                                                                
Experience Variances for the six months ended 31 December                       
2002                                                                            
R million                                        2002                           
Expenses                                         (132,9)                        
Health, Vitality and Pre-funding renewal         2,3                            
expenses                                                                        
Health, Vitality and Pre-funding acquisition     (58,8)                         
expenses(1)                                                                     
Life renewal expenses                            (3,0)                          
Destiny Health expenses(2)                       (73,4)                         
CPI increase                                     68,9                           
Extended modelling term(3)                       52,5                           
Lapses                                           38,3                           
Health, Vitality and Pre-funding                 37,4                           
Life                                             0,0                            
Destiny Health                                   0,9                            
Medical inflation                                45,0                           
Life policy alterations                          22,7                           
Exchange rate movements                          (14,2)                         
Life mortality and morbidity                     7,2                            
Other                                            (10,7)                         
Total                                            76,8                           
(1) An exceptionally high proportion of Health new business was written during  
the period but only activated on 1 January 2003 - outside of the valuation      
period. An experience variance arises in respect of the acquisition expenses    
incurred for these members who are not included in the embedded value           
calculation.                                                                    
(2) The present value of future profits for Destiny Health assumes expenses in  
line with long-term best estimates. Over the shorter term, due to the start-up  
nature of Destiny Health, actual expenses may be higher than those assumed,     
resulting in an experience variance. This experience variance may persist in the
short term.                                                                     
(3) The projection term for Health, Vitality, Pre-funding and Destiny Health at 
31 December 2002 has not been changed from that used at 30 June 2002. Thus, an  
experience variance arises because the total term of the in-force business is   
effectively increased by six months.                                            
Methodology and Assumptions Changes for the six months ended 31 December 2002   
R million                                         2002                          
Medical scheme contractual change                 (261,1)                       
Other modelling changes                           38,9                          
Economic assumption changes                       30,1                          
Health, Vitality and Pre-funding                  8,6                           
Life                                              22,0                          
Destiny Health                                    (0,5)                         
Renewal expenses                                  24,8                          
Health, Vitality and Pre-funding                  26,3                          
Life                                              (1,5)                         
Destiny Health                                    0,0                           
Mortality and morbidity                           (23,8)                        
Other                                             8,3                           
Total                                             (182,8)                       
Embedded Value Of New Business                                                  
                                                   Six months to                
31 December                  
                                                   2001                         
                                      Six months   (Illustrative,               
                                      to                                        
31 December  after                        
R million                             2002         resolution)                  
Health and Vitality                                                             
Gross profit from new business at     76,5         119,8                        
point of sale                                                                   
Cost of capital                       (6,3)        (5,7)                        
Net profit from new business at point 70,2         114,1                        
of sale                                                                         
New business annualised premium       459,8        943,9                        
income(1)                                                                       
Life                                                                            
Gross profit from new business at     218,6        99,2                         
point of sale                                                                   
Cost of capital                       (20,3)       (12,2)                       
Net profit from new business at point 198,3        87,0                         
of sale                                                                         
New business annualised premium       188,8        109,6                        
income(2)                                                                       
Destiny Health                                                                  
Gross profit from new business at     16,0                                      
point of sale                                                                   
Cost of capital(3)                    (9,0)                                     
Net profit from new business at point 7,0                                       
of sale                                                                         
New business annualised premium       186,9                                     
income                                                                          
           Six months to    12 months to                                        
Change     31 December      30 June                                             
%          2001             2002                                                
           186,3            285,7                                               
           (9,9)            (20,8)                                              
(38)       176,4            264,9                                               
(51)       943,9            1 868,7                                             
           99,2             206,5                                               
           (5,7)            (43,8)                                              
128        93,5             162,7                                               
72         109,6            255,4                                               
                            18,1                                                
                            -                                                   
                            18,1                                                
205,8                                               
(1) Health new business annualised premium income is the gross medical scheme   
contribution. New business annualised premium income of R1 196,2m was written   
for Health and Vitality during the six-month period to 31 December 2002.        
However, due to the high proportion of Health new business written during the   
period but only activated on 1 January 2003 - outside of the valuation period - 
new business annualised premium income for the six month period to 31 December  
2002 has been adjusted to include only those new members included in the        
embedded value calculation.                                                     
(2) Life new business annualised premium income is net of automatic premium     
increases in respect of existing business.                                      
(3) Destiny Health`s new business now adds to its capital requirements.         
Previously, new business did not increase the minimum level of solvency capital 
required in terms of US regulations.                                            
EMBEDDED VALUE ASSUMPTIONS                                                      
                              31 December   31 December   30 June               
2002          2001          2002                  
                              (%)           (%)           (%)                   
Risk discount rate                                                              
- Health and                  16,00         16,50         17,25                 
Vitality                                                                        
- Prefunding                  14,00         15,00         15,25                 
- Life product                14,00         15,00         15,25                 
- Destiny Health              10,00         -             10,00                 
Medical inflation                                                               
South Africa                  10,00         10,50         11,25                 
United States                 Decreases     -             11,50                 
                              linearly                                          
from 14,25%                                       
                              in year 1 to                                      
                              9,75% in                                          
                              year 10                                           
Expense inflation             7,00          8,00          8,25                  
Pretax investment                                                               
return                                                                          
South Africa        - Cash    9,50          -             10,75                 
- Bonds   11,00         11,50         12,25                 
                    - Equity  13,00         -             14,25                 
United States       - Bonds   2,00          -             2,00                  
Income tax rate                                                                 
- South Africa                30,00         30,00         30,00                 
- United States(1)            0,0           -             0,0                   
(1) Based on the projected utilisation of Destiny Health`s assessed tax loss to 
date, it is assumed that no income tax will be payable over the projection term.
Embedded value commentary                                                       
The embedded value of Discovery at 31 December 2002 is calculated as the sum of 
the following components:                                                       
- The excess assets over liabilities at the valuation date.                     
- The value of in-force business at the valuation date (less an allowance for   
the cost of capital).                                                           
The value of in-force business is calculated as the value of projected future   
after-tax profits of the business in-force at the valuation date, discounted at 
the risk discount rate.                                                         
The value of one year of new business is determined at the point of sale as the 
projected future after-tax profits of the new business written by Discovery,    
discounted at the risk discount rate, less an allowance for the cost of capital.
Comparative figures are shown for the six months to 31 December 2001 and the    
year to 30 June 2002. Values for 31 December 2001 were restated for illustrative
purposes during 2002 to show the impact of the resolution between Discovery     
Health and the Discovery Health Medical Scheme with the Council for Medical     
Schemes, as detailed in Discovery`s announcement dated 26 June 2002. The figures
for 30 June 2002 and 31 December 2002 similarly incorporate this agreement.     
At 31 December 2001, an embedded value of R146,5m was placed on Destiny Health  
based on the expenses incurred in establishing the business. The approach       
adopted for the calculation of the 30 June and 31 December 2002 embedded value, 
values Destiny Health on the same methodology as that used for the South African
operations, that is, by taking the sum of excess assets over liabilities and    
discounted value of the expected future profits on the current block of         
business, giving a value of in-force business after cost of capital of R39,3m.  
The cost of capital has moved from a marginal to an average cost of capital     
basis for Destiny Health`s new business.                                        
The cost of capital has been calculated considering the capital needs of the    
company, which are largely driven by the negative reserves of Discovery Life,   
and the expected asset mix held to meet the Discovery group`s prescribed capital
requirements.                                                                   
Tillinghast - Towers Perrin, the international consulting actuaries, have       
reviewed the methodology and assumptions used to determine the value of current 
business and the value of new business and have confirmed that, overall, they   
are reasonable.                                                                 
Directors                                                                       
L L Dippenaar (Chairman), A Gore (Chief Executive Officer), J M Robertson (Chief
Operating Officer), B Swartzberg*, J P Burger, Dr N J Dlamini**,R B Gouws, M I  
Hilkowitz, N S Koopowitz*, S R Maharaj, H P Mayers*, S V Zilwa+, S D Whyte*     
*Executive ** Appointed 5 December 2002 +Appointed 20 February 2003             
Transfer secretaries                                                            
Computershare Services Limited                                                  
(Registration number 1958/003546/06)                                            
70 Marshall Street, Johannesburg, 2000                                          
PO Box 61051, Marshalltown, 2107                                                
Secretary and registered office                                                 
M J Botha                                                                       
155 West Street, Sandton, 2146                                                  
PO Box 786722, Sandton, 2146                                                    
Tel: (011) 529 2888                                                             
Fax: (011) 529 2958                                                             
Discovery                                                                       
e-mail questions to: AskTheCFO@discovery.co.za                                  
Discovery Holdings Limited                                                      
(Registration number 1999/007789/06)                                            
Share code: DSY                                                                 
ISIN code: ZAE000022331                                                         
www.discovery.co.za                                                             
Date: 25/02/2003 09:00:10 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             


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