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Tue 26 Aug 2003, 9:42 AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2003
DSY                                                                             
DISCOVERY - AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2003                     
Discovery Holdings Limited                                                      
(Incorporated in the Republic of South Africa)                                  
(Registration number : 1999/007789/06)                                          
ISIN  : ZAE000022331                                                            
Share Code : DSY                                                                
("Discovery")                                                                   
Audited annual financial results for the year ended 30 June 2003                
Highlights                                                                      
Headline earnings per share                           +42%                      
New business annualised premium income                +35%                      
Gross inflows under management                        +42%                      
Destiny Health secures two joint ventures                                       
Introduction                                                                    
The year under review was an important and successful one for Discovery. The    
company operates in the health and life assurance markets, and across all its   
businesses, continued to focus on its core purpose of making people healthier   
and enhancing and protecting their lifestyles. Discovery"s business philosophy  
is based on innovation, product leadership, and operational and financial       
excellence. The year under review reflects the results of this approach with    
strong organic growth achieved across all its businesses. In addition, the      
company built foundations to facilitate strong future growth.                   
Overall, Discovery"s performance during the year under review has exceeded      
expectations. Annualised new business grew by 35% to R3 148 million (2002: R2   
338 million). Pre-tax profit increased to R538 million (2002: R381 million) - an
improvement of 41%. Headline earnings per share also increased significantly,   
improving by 42% to 71,8c (2002: 50,7c).                                        
Discovery Health                                                                
Discovery Health produced a pleasing performance, enjoying strong new business  
growth in its existing markets. New business grew by 26% to                     
R2 284 million from R1 819 million, while lapse rates were reduced to 3,4% - an 
important indicator demonstrating general satisfaction with the service and     
value proposition offered to clients. The total lives covered grew by 23% to    
just under 1,5 million lives, placing the Discovery Health Medical Scheme (DHMS)
at more than twice the size of its closest competitor in the open medical scheme
market.                                                                         
In addition to strong growth, the company entered the employed but uninsured    
market in January this year with the launch of the KeyCare Health Plans. Early  
indications are positive and have exceeded expectation - 40 000 lives joined the
Plans within the first six months of their availability. Discovery Health is now
in a position to offer superior products across the entire market spectrum.     
During the year, Discovery Health significantly restructured its service        
infrastructure into a series of small cross-functional teams that wrap around   
the client. Clients are now benefiting from focused, personalised service and   
the force of competition between the teams. Early signs demonstrate considerable
improvement in service levels across all functions and Discovery Health expects 
greater improvement going forward. Operational efficiency was improved with     
staff headcount per 1 000 clients decreasing by 8%. The company continues to    
spend significantly on technology to facilitate future efficiencies.            
Discovery Health"s risk and healthcare management capabilities performed well   
and led to a containment of healthcare costs so that members" benefits remain   
comprehensive, affordable and sustainable. During the year, the company focused 
on implementing the resolution with the Council of Medical Schemes. Importantly,
the Discovery Health Medical Scheme has performed well financially, generating  
R664 million of surplus during the year and is on target to meet its agreed     
solvency goals.                                                                 
Discovery Life                                                                  
Discovery Life"s performance exceeded expectation. Annualised new business      
premium income grew by 60% to R423 million (2002: R264 million). Profit         
increased to R114 million (2002: R11 million), while value of in-force business 
increased by 174% to R756 million (2002: R276 million).                         
The company"s risk-only approach to life assurance has created structural change
in the life assurance market and enabled Discovery Life to take a leadership    
position. All the major life assurers have now adopted this product philosophy. 
Discovery Life has positioned itself for future growth: A key strategy that     
continues to be rolled out is the integration of the Discovery Health and       
Discovery Life Plans, allowing Discovery to offer integrated, comprehensive risk
protection, with strong synergies being achieved for the client. Now Discovery  
can cater for an individual"s entire spectrum of risk needs.                    
During the year, the launch of the Health Plan Protector has added to Discovery 
Life"s ability to offer members of Discovery Health unique protection and value.
Along with the Discovery Integrator, this new product has had an important      
impact on growth in the number of policyholders.                                
Destiny Health                                                                  
The year under review was an important one for Destiny Health in which the      
company focused on delivering three key strategies: Achieving breakeven by end  
2003, achieving product credibility, and rolling out Destiny Health"s           
partnerships with the Guardian Life Assurance Company of America and Tufts      
Health Plan of Boston, Massachusetts.                                           
Losses were in line with expectation and the company has made progress towards  
achieving a breakeven position by end 2003:                                     
* New business grew by 65% to $42,5 million (2002: $25,7 million) and membership
has grown by 128% to 21 395 lives (2002: 9 383).                                
* During the year, the Bethesda, Maryland office was closed, and staff and      
functionality centralised in Chicago. While once-off expenses were incurred, the
monthly savings and efficiency going forward will be considerable, in addition  
to the added intensity and focus on the business. Further progress has been made
toward moving major administrative functionality back to Discovery in South     
Africa giving the company access to economies of scale as well as a cheaper     
operating environment.                                                          
* From a risk management perspective, considerable work was done toward building
the necessary risk management systems to achieve the desired long-term medical  
loss ratios. The infrastructure being built for the partnership with Tufts      
Health Plan is expected to greatly enhance this capability.                     
The company also made progress toward achieving both corporate and product      
credibility. Various sources of independent research identified Destiny as one  
of the leaders in the rapidly emerging "consumer-driven" healthcare market.     
To capitalise on this, extensive focus was applied to the joint ventures with   
Guardian National on a nationwide basis and with Tufts Health Plan regionally,  
within the New England area. These joint ventures will be launched to           
intermediaries during the latter half of 2003, with new business expected to    
commence in January 2004. Significant infrastructure has been and will continue 
to be built to facilitate this rollout.                                         
Discovery Vitality                                                              
Vitality continues to offer important product differentiation to both Discovery 
Health and Discovery Life and has made an important contribution during the     
period under review to delivering on Discovery"s core purpose of making people  
healthier. During the year, the number of Vitality members grew to over 1       
million people. Statistics illustrate clearly that members are in fact changing 
their behaviour - Vitality members participate in preventative health screening 
measures 40% more than their non-Vitality counterparts.                         
A decision was taken to enhance Vitality"s benefits at the cost of some profit, 
resulting in overall profitability remaining flat against the previous period.  
The company is comfortable with this strategy given the centrality of Vitality  
in Discovery"s integration strategy and the success of the benefits offered     
toward this.                                                                    
Prospects                                                                       
To support the ongoing growth of Discovery Life and support the roll out of the 
joint ventures to Destiny Health business, Discovery embarked on a capital      
raising initiative in June 2003. R875 million was raised successfully through   
the claw-back offer.                                                            
The company"s financial strength and the positioning of its businesses place it 
in a favourable position for future growth.                                     
By order of the board                                                           
L L Dippenaar                           A Gore                                  
Chairman                                Chief Executive Officer                 
26 August 2003                                                                  
Directors                                                                       
L L Dippenaar (Chairman), A Gore (Chief Executive Officer),                     
J M Robertson (Chief Operating Officer),  J P Burger, Dr N J Dlamini**,         
R B Gouws, M I Hilkowitz, N S Koopowitz*, S R Maharaj#,                         
H P Mayers*, B Swartzberg*, S V Zilwa***, S D Whyte*                            
*Executive     **Appointed 5 December 2002                                      
***Appointed 20 February 2003     #Resigned effective 31 August 2003            
Transfer secretaries                                                            
Computershare 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                                                             
e-mail questions to: AskTheCFO@discoveryworld.co.za                             
Discovery Holdings Limited                                                      
(Registration number 1999/007789/06)                                            
Share code: DSY ISIN code: ZAE000022331                                         
www.discovery.co.za                                                             
Group consolidated balance sheet at 30 June 2003                                
R million                                     2003         2002                 
ASSETS                                                                          
Non-current assets                         1 015,9      1 169,4                 
Fixed assets                                 221,2        192,6                 
Intangible assets                             35,5         32,3                 
Investments                                  685,0        859,2                 
Loans receivable                              74,2         85,3                 
Assets under insurance contracts             772,4        344,8                 
Current assets                             1 552,7        793,7                 
Accounts receivable                          209,0        422,4                 
Deferred tax asset                             6,7         16,9                 
Cash and cash equivalents                  1 337,0        354,4                 
Total assets                               3 341,0      2 307,9                 
EQUITY AND LIABILITIES                                                          
Capital and reserves                       1 036,9        744,3                 
Share capital and share premium              428,9        427,1                 
Reserves                                     608,0        317,2                 
Minority interest                            127,4        184,0                 
Liabilities under insurance contracts          9,5        141,2                 
Liabilities under investment contracts       370,2        579,0                 
Non-current liabilities                      296,7            -                 
Deferred tax liability                        25,9         42,6                 
Current liabilities                        1 474,4        616,8                 
Short-term loan                              875,9            -                 
Other current liabilities                    598,5        616,8                 
Total equity and liabilities               3 341,0      2 307,9                 
Group consolidated statement of gross inflows under management for the year     
ended 30 June 2003                                                              
                                                               Change           
R million                                 2003       2002           %           
Gross inflows under management        10 943,7    7 733,7          42           
Less: Medical scheme contributions     7 190,0    3 877,0                       
Less: Money market contributions             -      356,9                       
Gross income of group                  3 753,7    3 499,8                       
Group consolidated income statement for the year ended 30 June 2003             
                                                               Change           
R million                                2003        2002           %           
Gross income of group                 3 753,7     3 499,8                       
Less: Reinsurance premiums              341,9       210,7                       
Net income                            3 411,8     3 289,1                       
Total investment income                  96,2       135,3                       
Fair value adjustments                 (15,5)           -                       
Other investment income                 111,7       135,3                       
INCOME                                3 508,0     3 424,4                       
Claims and policyholder benefits      1 366,0     1 721,6                       
Commissions                             437,4       276,1                       
Operating and administration          1 437,0     1 095,5                       
expenses                                                                        
Vitality benefits                       227,4       167,4                       
OUTGO                                 3 467,8     3 260,6                       
Transfers                               420,2       154,6                       
To liabilities under investment             -      (25,7)                       
contracts                                                                       
From assets/liabilities under           420,2       260,1                       
insurance contracts                                                             
To health insurance durational and          -      (79,8)                       
AIDS reserves                                                                   
Operating profit                        460,4       318,4          45           
Local operations                        628,2       426,7          47           
Foreign operations                    (167,8)     (108,3)                       
Financing costs                        (42,3)       (0,7)                       
Profit before abnormal items and        418,1       317,7          32           
taxation                                                                        
Abnormal items                          120,2        63,5                       
Profit before taxation                  538,3       381,2          41           
TAXATION                                182,2       141,8                       
- Profit before abnormal items          146,1       122,8                       
- Abnormal items                         36,1        19,0                       
Profit after taxation                   356,1       239,4                       
Minority share of loss                    6,1           -                       
Net profit attributable to              362,2       239,4          51           
ordinary shareholders                                                           
Basic earnings per share before                                                 
abnormal items (cents)                                                          
- undiluted                              73,6        51,7          42           
- diluted                                69,6        48,9          42           
Basic earnings per share (cents)                                                
- undiluted                              95,9        63,5          51           
- diluted                                89,8        59,6          51           
Headline earnings per share before                                              
abnormal items (cents)                                                          
- undiluted                              71,8        50,7          42           
- diluted                                68,0        48,0          42           
Headline earnings per share                                                     
(cents)                                                                         
- undiluted                              94,1        62,5          51           
- diluted                                88,2        58,6          51           
Weighted number of shares in issue    377 876     376 838                       
(000"s)                                                                         
Diluted weighted number of shares     417 594     402 283                       
(000"s)                                                                         
Group consolidated cash flow statement for the year ended 30 June 2003          
R million                                          2003          2002           
CASH FLOW FROM OPERATING ACTIVITIES               101,0          32,1           
Operating profit before working capital            57,1         103,1           
changes                                                                         
Working capital changes                           158,3          68,6           
Cash generated from operations                    215,4         171,7           
Taxation paid                                   (180,6)       (212,8)           
Investment income                                  90,1          73,9           
Interest paid                                    (23,9)         (0,7)           
CASH FLOW FROM INVESTING ACTIVITIES             (199,5)       (185,6)           
CASH FLOW FROM FINANCING ACTIVITIES             1 094,7         116,5           
Net increase/(decrease) in cash and                                             
cash equivalents                                                                
                                                  996,2        (37,0)           
Cash and cash equivalents at beginning            354,4         385,3           
of year                                                                         
Effects of exchange rate changes on cash         (13,6)           6,1           
and cash equivalents                                                            
Cash and cash equivalents at end of year        1 337,0         354,4           
Group consolidated statement of changes in equity for the year ended 30 June    
2003                                                                            
                                    Share         Share    Investment           
R million                         capital       premium       reserve           
Balance at 1 July 2001                0,4         424,4          14,2           
Change in accounting policy                                                     
Restated balance                      0,4         424,4          14,2           
Net profit for the period                                                       
Dividends paid to                                                               
Destiny Health                                                                  
preference shareholders                                                         
Unrealised gains on                                              20,5           
investments                                                                     
Realised gains on                                                               
investments                                                                     
transferred to income                                           (3,9)           
statement                                                                       
Translation of foreign                                                          
subsidiary                                                                      
Issue of capital                        *           2,3                         
Balance at 30 June 2002               0,4         426,7          30,8           
Implementation of AC133                                                         
Net profit for the period                                                       
Dividends paid to                                                               
Destiny Health                                                                  
preference shareholders                                                         
Unrealised loss on                                             (28,5)           
investments                                                                     
Realised gains on                                                               
investments                                                                     
transferred to income                                           (6,7)           
statement                                                                       
Revaluation of forward                                                          
exchange contract                                                               
Translation of foreign                                                          
subsidiary                                                                      
Issue of capital                        *           1,8                         
Balance at 30 June 2003               0,4         428,5         (4,4)           
* Amount is less than R100 000                                                  
Retained   Translation    Hedging                
R million                      earnings       reserve    reserve       Total    
Balance at 1 July 2001            238,7           6,1                  683,8    
Change in accounting policy     (174,0)                              (174,0)    
Restated balance                   64,7           6,1                  509,8    
Net profit for the period         239,4                                239,4    
Dividends paid to                                                               
Destiny Health                                                                  
preference shareholders           (2,6)                                (2,6)    
Unrealised gains on                                                     20,5    
investments                                                                     
Realised gains on                                                               
investments                                                                     
transferred to income                                                  (3,9)    
statement                                                                       
Translation of foreign                         (21,2)                 (21,2)    
subsidiary                                                                      
Issue of capital                                                         2,3    
Balance at 30 June 2002           301,5        (15,1)                  744,3    
Implementation of AC133          (16,6)                               (16,6)    
Net profit for the period         362,2                                362,2    
Dividends paid to                                                               
Destiny Health                                                                  
preference shareholders          (12,6)                               (12,6)    
Unrealised loss on                                                    (28,5)    
investments                                                                     
Realised gains on                                                               
investments                                                                     
transferred to income                                                  (6,7)    
statement                                                                       
Revaluation of forward                                                          
exchange contract                                         (14,4)      (14,4)    
Translation of foreign                            7,4                    7,4    
subsidiary                                                                      
Issue of capital                                                         1,8    
Balance at 30 June 2003           634,5         (7,7)     (14,4)     1,036,9    
Segmental information for the year ended 30 June 2003                           
                          Health                                                
                                  United                                        
                        South  States of                                        
R million              Africa    America       Life    Vitality      Total      
Gross inflows         9 729,6      428,0      475,9       310,2   10 943,7      
under management                                                                
Gross income          2 636,2      331,4      475,9       310,2    3 753,7      
Reinsurance           (133,2)    (119,2)     (89,5)           -    (341,9)      
Fair value                  -          -     (15,5)           -     (15,5)      
adjustments                                                                     
Expenses,           (2 132,8)    (381,2)    (676,7)     (277,1)  (3 467,8)      
commissions and                                                                 
claims                                                                          
Transfer from                                                                   
assets/liabilities                                                              
under insurance                                                                 
contracts                                                                       
                            -          -      361,9           -      361,9      
                        370,2    (169,0)       56,1        33,1      290,4      
Return on assets                                                                
under insurance                                                                 
contracts                                                                       
                                               58,3                   58,3      
Operating profit                                                                
before investment                                                               
income                                                                          
                        370,2    (169,0)      114,4        33,1      348,7      
Investment income                                                    111,7      
Operating profit                                                     460,4      
for the year ended 30 June 2002                                                 
                          Health                                                
United                                        
                        South  States of                                        
R million              Africa    America       Life    Vitality      Total      
Gross inflows         7 227,3       76,7      188,8       240,9    7 733,7      
under management                                                                
Gross income          3 017,3       52,8      188,8       240,9    3 499,8      
Reinsurance           (206,7)       23,5     (27,5)           -    (210,7)      
Expenses,           (2 455,9)    (186,2)    (410,9)     (207,6)  (3 260,6)      
commissions and                                                                 
claims                                                                          
Transfer (to)/from                                                              
assets/liabilities                                                              
under                                                                           
investment and                                                                  
insurance                                                                       
contracts                                                                       
(105,5)          -      236,3           -      130,8      
Investment income        49,5          -          -           -       49,5      
- policyholders                                                                 
                        298,7    (109,9)  (13,3)(1)        33,3      208,8      
Return on assets            -          -       23,8           -       23,8      
under insurance                                                                 
contacts                                                                        
Operating profit        298,7    (109,9)       10,5        33,3      232,6      
before investment                                                               
income                                                                          
Investment income                                                     85,8      
Operating profit                                                     318,4      
The operating loss for the financial year ending 30 June 2002 arose due to the  
strengthening of the valuation basis. Second-tier margins were added so that the
profit emerging from the business is recognised over the duration of the        
policies as it is earned.                                                       
Group consolidated embedded value statement for the year ended 30 June 2003     
                                         At 30 June     At 30 June  Change      
R million                                      2003           2002       %      
Shareholders" funds (1)                  1 036,9(2)          744,3              
Value of in-force business before           4 021,1        2 741,5      47      
cost of capital (3)                                                             
Cost of capital                             (190,2)        (164,8)              
Discovery Holdings embedded value           4 867,8        3 321,0      47      
Number of shares (millions) (4)               377,9          376,8              
Embedded value per share (Rands)              12,88           8,81      46      
Diluted embedded value per share              11,66           8,26      41      
(Rands)                                                                         
(1)  There has been a change in accounting policy relating to the deferral of   
acquisition costs. The initial and renewal commissions previously borne by      
Discovery Health were deferred in line with Discovery Health"s policy of        
deferring the direct costs of acquiring new business, and these deferred assets 
were previously reflected as adjustments to the value of shareholders" funds.   
With effect from 1 January 2003, both initial and renewal commissions are paid  
monthly by the medical scheme in accordance with the regulations to the Medical 
Schemes Act. As these direct costs are no longer being incurred by Discovery    
Health, and in line with industry practice, it was decided to change Discovery  
Health"s accounting policy of deferring acquisition costs. The shareholders"    
funds balance at 30 June 2002 has been restated in line with the changes to the 
statement of changes in equity.                                                 
(2)  In June 2003, Discovery proceeded with a claw-back offer to raise R875     
million. FirstRand subscribed for the new Discovery shares on 27 June 2003. As  
the new shares were only issued and listed on the JSE on 28 July 2003, the total
subscription price of the shares is reflected in the balance sheet as a short-  
term loan owing to FirstRand, and shareholders" funds is unchanged.             
(3)  The pre-paid commission expense, previously reflected as an adjustment to  
shareholders" funds, is now being deducted from the value of in-force business  
to avoid the double counting of expense loadings. This amounted to R78,7 million
at 30 June 2002 and R17,6 million at 30 June 2003.                              
(4)  The Discovery Holdings Share Incentive Trust was consolidated for the first
time in the results as at 31 December 2002. This resulted in a decrease in      
shareholders" funds. Comparative figures for prior periods have also been       
restated. The embedded value per share has been calculated excluding shares     
issued to the Discovery Holdings Share Incentive Trust.                         
VALUE OF IN-FORCE BUSINESS - 30 JUNE 2003                                       
                              Value before          Cost of       Value after   
R million                  cost of capital          capital   cost of capital   
Health, Vitality and Pre-          3 007,1           (16,7)           2 990,4   
funding (1)                                                                     
Life                                 901,0          (145,2)             755,8   
Destiny Health (2)                   113,0           (28,3)              84,7   
Total                              4 021,1          (190,2)           3 830,9   
(1)  In line with the improvement in solvency of the Discovery Health Medical   
Scheme, the quota share proportion ceded to Discovery Life was reduced from 33% 
to 20%. As the proportion is expected to reduce to 0% by 2005, it has been      
decided to release the health durational and AIDS reserves. This has            
significantly reduced the capital requirements and the cost of capital for the  
Health product.                                                                 
(2)  Figures for Destiny Health reflect Discovery"s 91% shareholding in Destiny 
Health.                                                                         
VALUE OF IN-FORCE BUSINESS - 30 JUNE 2002                                       
                              Value before          Cost of       Value after   
R million                  cost of capital          capital   cost of capital   
Health, Vitality and Pre-          2 367,9           (96,0)           2 271,9   
funding                                                                         
Life                                 330,6           (55,0)             275,6   
Destiny Health                        43,0           (13,8)              29,2   
Total                              2 741,5          (164,8)           2 576,7   
EMBEDDED VALUE EARNINGS                                                         
                                               12 months to   12 months to      
R million                                      30 June 2003   30 June 2002      
Embedded value at end of period (1)                 4 867,8        3 321,0      
Embedded value at beginning of period (1)           3 321,0        3 211,7      
Increase in embedded value                          1 546,8          109,3      
Issue of capital                                      (1,8)          (2,3)      
Dividends paid to Destiny Health preference            12,6            2,6      
shareholders                                                                    
Implementation of new accounting standards             16,6              -      
(2)                                                                             
Transfer to hedging reserve (3)                        14,4              -      
Embedded value earnings                             1 588,6          109,6      
(1)  In line with the changes to the statement of changes in equity, the value  
of shareholders" funds at 30 June 2001 and 30 June 2002 has been restated. As a 
result, the embedded value earnings for the prior period has been adjusted.     
(2)  Refer to the commentary to the financial statements regarding Discovery"s  
adoption of AC133.                                                              
(3)  This adjustment relates to a loss on a cash flow hedge taken out to reduce 
exposure to currency risk on future capital inflows to Destiny Health.          
COMPONENTS OF EMBEDDED VALUE EARNINGS                                           
                                               12 months to   12 months to      
R million                                      30 June 2003   30 June 2002      
Total profit from new business (at point of           669,6          445,7      
sale)                                                                           
Profit from existing business                                                   
* Expected return                                     500,5          374,3      
* Change in methodology and assumptions               (0,1)        (934,8)      
* Experience variances                                365,8          175,0      
Adjustment for minority interest in Destiny           (2,3)              -      
Health                                                                          
Return on shareholders" funds (1)                      55,1           49,4      
Embedded value earnings                             1 588,6          109,6      
(1)  Return on shareholders" funds is the after-tax investment return.          
METHODOLOGY AND ASSUMPTION CHANGES  for the year ended 30 June 2003             
                                       Health,                                  
                                      Vitality                                  
R million                          and Destiny           Life         Total     
Health                                  
Operational changes relating to           88,7              -          88,7     
the health business (1)                                                         
Other modelling and methodology         (27,2)         (31,2)        (58,4)     
changes                                                                         
Reduction in Health product risk          94,6              -          94,6     
discount rate (2)                                                               
Lapses                                  (30,9)          (8,9)        (39,8)     
Economic assumptions                    (33,3)           42,5           9,2     
Renewal expenses                          30,1          (7,6)          22,5     
Mortality and morbidity                 (60,5)         (29,5)        (90,0)     
Other                                    (1,4)         (25,5)        (26,9)     
Total                                     60,1         (60,2)         (0,1)     
(1)  With effect from 1 January 2003, the proportion of risk ceded by Discovery 
Health Medical Scheme to Discovery Life was reduced from 33% to 20%. This is    
expected to reduce to 0% by 2005. In addition, the International Travel Benefit 
reinsurance contract between Discovery Health Medical Scheme and Discovery Life 
was not renewed after 1 March 2003.                                             
     In accordance with changes to the regulations to the Medical Schemes Act   
with effect from 1 January 2003, all health commissions will no longer be borne 
by Discovery Health, but will be paid monthly by Discovery Health Medical       
Scheme.                                                                         
(2)  Due to the greater certainty which exists in the Health business, the risk 
discount rate differential between the Health and Life products has been reduced
from 2% to 1%.                                                                  
EXPERIENCE VARIANCES for the year ended 30 June 2003                            
                                        Health,                                 
                                       Vitality                                 
R million                           and Destiny          Life         Total     
                                         Health                                 
Expenses (1)                             (17,6)         (6,9)        (24,5)     
Inflation                                  52,5           0,7          53,2     
Extended modelling term (2)               125,2           0,4         125,6     
Lapses                                     86,0           9,0          95,0     
Medical inflation                          25,3             -          25,3     
Policy alterations                       (37,6)          53,1          15,5     
Mortality and morbidity                    38,8          21,8          60,6     
Finance costs                            (18,4)             -        (18,4)     
Exchange rate movements                  (13,8)             -        (13,8)     
Other                                      40,0           7,3          47,3     
Total                                     280,4          85,4         365,8     
(1)  The expense experience variance for Health, Vitality and Destiny Health    
includes one-off costs which are not expected to recur in the future.           
(2)  The projection term for Health, Vitality, Pre-funding, Destiny Health, and 
Group Life at 30 June 2003 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 one year.                                  
Embedded value of new business                                                  
12 months to  12 months to        Change     
R million                          30 June 2003  30 June 2002             %     
Health and Vitality                                                             
Gross profit from new business at         237,9         285,7                   
point of sale                                                                   
  Cost of capital                         (3,2)        (20,8)                   
Net profit from new business at           234,7         264,9          (11)     
point of sale                                                                   
New business annualised premium         1 834,2       1 555,9            18     
income (1)                                                                      
Life                                                                            
Gross profit from new business at         493,9         206,5                   
point of sale                                                                   
  Cost of capital                        (75,6)        (43,8)                   
Net profit from new business at           418,3         162,7           157     
point of sale                                                                   
New business annualised premium           354,8         255,4            39     
income (2)                                                                      
Destiny Health                                                                  
Gross profit from new business at          40,5          18,1                   
point of sale                                                                   
  Cost of capital (3)                    (23,9)             -                   
Net profit from new business at            16,6          18,1           (8)     
point of sale                                                                   
New business annualised premium           378,5         205,8            84     
income                                                                          
(1)  Health new business annualised premium income is the gross medical scheme  
contribution. For embedded value purposes, Health new business is defined as    
members of new employer groups joining Discovery, irrespective of the size of   
the employer. Health new business also includes additions to first-year         
business.                                                                       
     The new business annualised premium income shown above has been adjusted to
exclude premiums in respect of members who join an existing employer in groups  
of 20 or more, as well as premiums in respect of new business written during the
period but only activated after 30 June 2003 - outside of the valuation period. 
These members are not included in the calculation of the value of new business. 
The total new business annualised premium income written over the period was R2 
346,3 million (June 2002: R1 868,7 million).                                    
The reduction in the new business margin for Health and Vitality is due to the  
increase in sales of lower margin business, particularly following the launch of
the KeyCare plans on 1 January 2003.                                            
(2)  Life new business annualised premium income is net of automatic premium    
increases in respect of existing business. The value of Life new business,      
expressed as a percentage of the present value of future premiums, is 13,1%     
(June 2002: 8,9%).                                                              
(3)  Destiny Health"s new business now adds to its capital requirement.         
Previously, new business did not increase the minimum level of solvency capital 
required in terms of US regulations.                                            
EMBEDDED VALUE ASSUMPTIONS                                                      
                                     30 June 2003    30 June 2002               
                                              (%)             (%)               
Risk discount rate                                                              
- Health and Vitality                       13,50           17,25               
- Pre-funding                               12,50           15,25               
- Life product                              12,50           15,25               
- Destiny Health                            10,00           10,00               
Medical inflation                                                               
South Africa                                 8,50           11,25               
United States                      Current levels           11,50               
                                      reducing to                               
11,50% over                               
                                   the projection                               
                                           period                               
Expense inflation                                                               
South Africa                                 5,50            8,25               
United States                                6,00            6,00               
Pre-tax investment return                                                       
South Africa - cash                          8,00           10,75               
- bonds                                      9,50           12,25               
- equity                                    11,50           14,25               
United States - bonds                        2,00            2,00               
Income tax rate                                                                 
- South Africa                              30,00           30,00               
- United States (1)                          0,00            0,00               
(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.
The embedded value of Discovery at 30 June 2003 is calculated as the sum of the 
following components:                                                           
* The excess assets over liabilities at the valuation date, and                 
* 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.
Tillinghast - Towers Perrin, international consulting actuaries, have reviewed  
the calculation of the value of in-force business and the value of new business 
and the methodology and assumptions underlying these calculations, and have     
confirmed that, overall, they are reasonable. A letter from Tillinghast - Towers
Perrin, summarising the results of their review, will be included in the annual 
report.                                                                         
Commentary                                                                      
Audited results                                                                 
PricewaterhouseCoopers Inc. has audited the group"s annual financial statements.
The unqualified audit report, together with the annual financial statements, are
available for inspection at the company"s registered office.                    
The annual financial statements comply with South African Statements of         
Generally Accepted Accounting Practice.                                         
In line with Discovery"s policy, no dividend has been declared.                 
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 effect of the adoption of AC133                                           
* The changes in accounting policy relating to the deferral of acquisition costs
* The consolidation of the Discovery Holdings Share Incentive Trust             
Where necessary comparative figures have been regrouped or restated to conform  
with changes in presentation in the current year classifications.               
Adoption of AC133                                                               
Discovery implemented the accounting standard Financial Instruments: Recognition
and Measurement AC133 in preparation of the financial statements for the year   
ended 30 June 2003.                                                             
AC133 is applied prospectively. In terms of AC133 the comparative figures       
included in the financial statements were not restated to take into account the 
effect of AC133 and fair value adjustments are made to opening retained income  
through the statement of changes in equity where applicable.                    
In order to comply with the requirements of AC133, Discovery segregates         
investment contracts from insurance contracts and discloses the respective      
assets and liabilities related to the contracts separately. Deposits received   
and benefit outflows in respect of investment contracts are excluded from the   
income statement.                                                               
Financial instruments held by Discovery are allocated between the investment and
insurance contracts and shareholders. The allocation and classification is as   
follows:                                                                        
* Investment and insurance contracts: These consist of investments and are      
classified as held for trading                                                  
* Shareholders: These consist of investments, loans receivable, accounts        
receivable, cash and cash equivalents, non-current liabilities, accounts payable
and derivative financial instruments and are classified as follows:             
* Investments - available-for-sale                                              
* Loans receivable, accounts receivable, cash and cash equivalents, non-current 
liabilities and accounts payable - originated loans                             
* Derivatives - held for trading                                                
Investments and derivatives are carried at fair value. All other financial      
instruments listed above are carried at cost or amortised cost where applicable.
Fair value adjustments on shareholders" available-for-sale investments are taken
directly to equity. Fair value adjustments on held for trading investments,     
originated loans and derivatives are recognised in the income statement.        
Changes in accounting policy                                                    
In line with industry practice, the accounting policy for health insurance and  
group life acquisition costs was changed during the year from deferring         
acquisition costs to expensing these costs as incurred.                         
The effect of the change in accounting policy has been:                         
* A reduction of the retained income at 30 June 2001 of R174 million            
* A reduction of net profit after tax in 2002 of R22,3 million                  
* A reduction of net profit after tax in 2003 of R2,9 million                   
Consolidation of the share incentive trust                                      
The Discovery Holdings Share Incentive Trust has been consolidated for the first
time in 2003. The effect of the consolidation is to increase net profit in 2002 
by R10,7 million, reduce share capital and share premium by the cost of shares  
issued to the share trust and reduce the number of shares used in the           
calculation of the undiluted earnings per share figures.                        
New business annualised premium income                                          
All segments of Discovery"s business showed strong new business growth. New     
business annualised premium income of the group grew 35% for the 12 months under
review to R3 148,2 million (2002: R2 338,4 million), made up as follows:        
                                       2003        2002    Change %             
Health (Rm)                         2 283,6     1 819,1          26             
Vitality (Rm)                          62,7        49,6          26             
Life (Rm)                             423,4       263,9          60             
Destiny (USDm)                         42,5        25,7          65             
Gross inflows under management                                                  
Gross inflows under management includes flows into the Discovery Health Medical 
Scheme ("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.                                                       
R million                              2003       2002    Change %              
Health                              9 729,6    7 227,3          35              
Vitality                              310,2      240,9          29              
Life                                  475,9      188,8         152              
Destiny                               428,0       76,7         458              
                                   10 943,7    7 733,7          42              
Operating profit before investment income - local operations                    
R million                              2003       2002   Change %               
Health                                370,2      298,7         24               
Vitality                               33,1       33,3        (1)               
Life                                  114,4       10,5        990               
Profit from local operations          517,7      342,5         51               
Discovery Health                                                                
Impact of the resolution reached with the Council of Medical Schemes            
* The administration fee earned by Discovery Health was reduced from 14% to     
12,4% of DHMS"s gross contributions for the calendar year ending 31 December    
2002 and 11,45% for the 2003 calendar year.                                     
* Quota share reinsurance premiums received from DHMS, were reduced for the 2002
calendar year from 67% to 33% of risk premiums received and a further reduction 
to 20% was agreed with the Council with effect from the 2003 calendar year.     
In addition, the reinsurance of DHMS"s International Travel Benefit was         
discontinued with effect from 1 March 2003.                                     
The impact of the above, on the results of the health operations of Discovery,  
was a reduction for the year ended 30 June 2003, as compared to the year ended  
30 June 2002, in gross income with a corresponding decrease in reinsurance      
premiums and policyholder benefits. Although the resolution resulted in a       
decrease in gross income there was an increase of 24% in operating profit before
investment income. This is attributable to:                                     
* An increase in Discovery lives covered of 23% to 1 446 371 (2002: 1 180 121)  
* Administration efficiencies                                                   
* Lower distribution costs                                                      
The reduction in quota share reinsurance, in terms of the resolution, coupled   
with the expectation that quota share reinsurance will not be allowed to        
continue in future led to the decision to release the health insurance          
durational and AIDS reserves. The release of the reserves totalled R120,2       
million before tax and is included as an abnormal item.                         
Discovery Life                                                                  
Discovery Life"s increase in operating profit before investment income was      
attributable to the following:                                                  
* Significant new business growth, fuelled by the launch of the Integrator and  
the Health Plan Protector products                                              
* Expansion of the franchise network                                            
* Favourable claims and lapse experience                                        
Profits increased in the last six months of the financial year relative to the  
first six months. This was mainly as a result of improved profitability of new  
business and improved claims experience.                                        
Discovery Vitality                                                              
Vitality"s operating margin has reduced as a result of an increase in benefit   
offerings.                                                                      
Destiny Health                                                                  
In line with expectations, Destiny Health"s operating losses increased to R169,0
million (2002: R109,9 million). No deferred tax asset has been accounted for on 
the US losses incurred. Lives covered grew to 21 395 (2002: 9 383).             
Administration costs include set-up costs of R8 million incurred in respect of  
the joint ventures entered into with Guardian National Life Assurance Company of
America and Tufts Health Plan. Included in financing costs is a R17,1 million   
exchange loss arising on the loan entered into by Destiny with RMB International
(Dublin) Limited ("RMBI").                                                      
Taxation                                                                        
In the current year, the taxation charge was reduced by the reversal of a prior 
year over-provision of R22,9 million.                                           
Headline earnings per share                                                     
Headline earnings per share is based on earning as follows:                     
R million                                          2003       2002              
Net profit attributable to ordinary               362,2      239,4              
shareholders                                                                    
Adjusted for realised profit on available                                       
for sale                                                                        
financial instruments                             (6,7)      (3,9)              
Headline earnings after abnormal items            355,5      235,5              
Adjusted for abnormal items after taxation       (84,1)     (44,5)              
Headline earnings before abnormal items           271,4      191,0              
Balance sheet                                                                   
As announced on 12 June 2003, Discovery proceeded with a claw-back offer to     
raise R875 million through the issue of 134 615 385 new Discovery shares. On 27 
June 2003, FirstRand undertook to pay the subscription price for the new shares.
Discovery shareholders then had the right to acquire their pro rata portion of  
the new shares. The claw-back offer closed on 25 July 2003. As the new Discovery
shares were only issued after 30 June 2003 and listed on the JSE on 28 July     
2003, the total subscription price of the shares is reflected in the balance    
sheet at 30 June 2003 as a short-term loan owing to FirstRand.                  
On 20 June 2003, Destiny Health redeemed series B to
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