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Thu 26 Feb 2004, 11:06 INTERIM RESULTS FOR THE SIX MONTHS
DISCOVERY HOLDINGS LIMITED - UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 
                             31 DECEMBER 2003                                   
Discovery Holdings Limited                                                      
(Registration number 1999/007789/06)                                            
JSE Share code: DSY                                                             
ISIN code: ZAE000022331                                                         
UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2003   
Highlights                                                                      
Operating profit +87% to R324,8 million                                         
Attributable profit +57% to R135,3 million                                      
Diluted headline earnings per share +22% following 36% additional shares in     
issue                                                                           
Destiny Health expected to break-even in February 2004                          
Introduction                                                                    
Discovery"s performance for the six months under review was pleasing. The       
company employs a business methodology based on innovation, product leadership  
and operational and financial excellence to achieve its purpose of making people
healthier and enhancing and protecting their lives. The period under review saw 
the successful continuation of this approach, resulting in strong organic growth
across all of Discovery"s businesses.                                           
Discovery increased its operating profit by 87% to R324,8 million (2002: R173,3 
million) while net profit attributed to shareholders grew 57% to R135,3 million 
(2002: R86,2 million). Diluted headline earnings per share increased by 22% to  
26,2 cents (2002: 21,5 cents) despite a 36% increase in the number of shares in 
issue.                                                                          
Destiny Health                                                                  
The six months under review were important for Destiny Health. The company      
reduced its operating losses by 30% to $6,7 million (2002: $9,6 million), and   
increased new business by 59% to $31,3 million (2002: $19,7 million).           
Importantly, the company set the difficult short term target of achieving break-
even in its Illinois business by the start of 2004 and is expected to achieve   
this during the month of February - one month late of its target date. To this  
end, a significant focus was placed on the management of expenses, the          
acquisition of new business and a focus on managing the medical loss ratio. Not 
only was the company successful in achieving the set short term targets, but it 
also introduced significant structural changes that bode well for longer term   
success.                                                                        
In addition to the breakeven goal, Destiny was focused on rolling out its joint 
ventures with Guardian Life Insurance Company of America in Illinois, and Tufts 
Health Plan in Massachusetts. It is expected that the impact of these ventures  
will only start being felt within the next few months.                          
The health care environment continues to evolve rapidly toward Destiny"s        
Consumer-Driven Healthcare Model. Over the period under review, the amended     
Medicare legislation introduced the "Health Savings Account", which for the     
first time allows  Americans to invest pre-tax dollars into a medical savings   
account - a structure that is central to the Destiny product design. The Health 
Savings Account was specifically mentioned by the US President in his State of  
the Union Address.                                                              
Discovery Health                                                                
Discovery Health"s performance was pleasing. Operating profit grew by 20% to    
R214,4 million (2002: R178,6 million), and the number of lives under            
administration now exceeds 1,5 million. Lapse rates reduced to an effective 3,3%
per annum, the lowest in Discovery Health"s history.                            
New business reduced by 20% to R934,5 million (2002: R1 163,3 million),         
primarily due to an unusually high intake of members in December/January of the 
previous financial year, which arose from the legislated introduction of an open
enrolment period in January of each year. As this was the first of these open   
enrolment periods, the inflow of members during December and January 2003       
reflected significant pent-up demand.                                           
Discovery Health"s role is to provide access to quality care on a sustainable   
basis in an environment of change and complexity. The period under review was   
particularly pleasing in this regard: healthcare costs were kept under control, 
while statutory reserves within the Discovery Health Medical Scheme built up in 
line with that required - to over R1,6 billion. Despite the increased proportion
of member contributions allocated to reserves, contribution rates increased from
2003 to 2004 in line with previous years. With falling levels of inflation,     
Discovery Health is acutely aware that the increasing gap between salary and    
medical inflation means that member expectations in terms of cost are not being 
met. However, given the performance of the Discovery Health Medical Scheme and  
the likelihood that the reserve requirements will be met by end 2004, single    
digit contribution increases are expected for 2005.                             
Discovery Life                                                                  
Discovery Life"s performance exceeded expectation. Profit increased to R105,1   
million (2002: R16,8 million), and the value of in-force business increased by  
89% to R946,3 million (2002: R500,0 million). Annualised new business premium   
income increased by 35% to R290,1 million (2002: R214,6 million). The number of 
policyholders grew to over 100 000.                                             
The company"s approach to life insurance has now become the industry norm and it
has established a leadership position in a market that is transforming toward   
its approach. It"s products exclude any investment element and therefore it is  
not only immunised against the fall-out of poor investment returns, but also    
against the fluctuating financial performance resulting from them. The company  
is well positioned for further innovation to capitalise on the platform it has  
created.                                                                        
The quality of business written has been exceptional and over the period, focus 
was applied to maintaining and enhancing this. The average premium and the      
ancillary benefits per policy remain significantly above the industry average,  
which has helped to increase the profitability per policy. Notably, the         
company"s mortality and morbidity experience was better than expected.          
Increasing success is being achieved through the integration with other         
Discovery products.                                                             
Prospects                                                                       
Discovery is confident of continued growth, with robust performances expected   
from its established businesses and increasing contributions from start-ups.    
By order of the board                                                           
LL Dippenaar                  A Gore                                            
Chairman                      Chief Executive Officer                           
26 February 2004                                                                
GROUP CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2003                            
December      June                    
                                              2003      2003                    
R million                                Unaudited   Audited                    
ASSETS                                                                          
Non-current assets                         1 422,1   1 015,9                    
Fixed assets                                 224,8     221,2                    
Intangible assets                             38,0      35,5                    
Investments                                1 082,0     685,0                    
Loans receivable                              77,3      74,2                    
Assets under insurance contracts           1 054,0     772,4                    
Current assets                             1 070,7   1 552,7                    
Accounts receivable                          255,1     209,0                    
Deferred tax asset                            10,3       6,7                    
Cash and cash equivalents                    805,3   1 337,0                    
Total assets                               3 546,8   3 341,0                    
EQUITY AND LIABILITIES                                                          
Capital and reserves                       2 110,1   1 036,9                    
Share capital and share premium            1 277,7     428,9                    
Reserves                                     832,4     608,0                    
Minority interest                            127,4     127,4                    
Liabilities under insurance contracts         14,0       9,5                    
Liabilities under investment                 402,9     370,2                    
contracts                                                                       
Non-current liabilities                      312,4     296,7                    
Deferred tax liability                        14,6      25,9                    
Current liabilities                          565,4   1 474,4                    
Short-term loan                                  -     875,9                    
Other current liabilities                    565,4     598,5                    
Total equity and liabilities               3 546,8   3 341,0                    
Net asset value per share (cents)            411,0     274,4                    
Number of shares in issue (000"s)          513 464   377 876                    
GROUP CONSOLIDATED STATEMENT OF GROSS INFLOWS UNDER MANAGEMENT FOR THE SIX      
MONTHS ENDED 31 DECEMBER 2003                                                   
                    Six months  Six months                                      
                         ended       ended                                      
                      December    December              Year                    
ended                    
                          2003        2002  Change      June                    
                                                        2003                    
R million            Unaudited   Unaudited       %   Audited                    
Gross inflows          6 392,6     4 808,7      33  10 943,7                    
under management                                                                
Less: Collected        4 372,7     2 962,7           7 190,0                    
on behalf of                                                                    
third parties                                                                   
Gross income of        2 019,9     1 846,0           3 753,7                    
group                                                                           
GROUP CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 31 DECEMBER 2003   
Six       Six                                     
                           months    months                                     
                            ended     ended                                     
                         December  December             Year                    
ended                    
                             2003      2002  Change     June                    
                                                        2003                    
R million               Unaudited Unaudited       %  Audited                    
Gross income of group     2 019,9   1 846,0          3 753,7                    
Less: Reinsurance           167,7     161,0            341,9                    
premiums                                                                        
Net income                1 852,2   1 685,0          3 411,8                    
Total investment             64,0      45,9             96,2                    
income                                                                          
Fair value                  (0,1)    (15,5)           (15,5)                    
adjustments                                                                     
Other investment             64,1      61,4            111,7                    
income                                                                          
INCOME                    1 916,2   1 730,9          3 508,0                    
Claims and                  658,4     725,0          1 366,0                    
policyholder benefits                                                           
Commissions                 279,0     217,8            437,4                    
Operating and               787,0     674,5          1 437,0                    
administration                                                                  
expenses                                                                        
Vitality benefits           144,1     104,3            227,4                    
OUTGO                     1 868,5   1 721,6          3 467,8                    
Transfers                   277,1     164,0            420,2                    
From                        277,1     201,0            420,2                    
assets/liabilities                                                              
under insurance                                                                 
contracts                                                                       
To health insurance             -    (37,0)                -                    
durational and AIDS                                                             
reserves                                                                        
Operating profit            324,8     173,3            460,4                    
Local operations            402,6     263,2      53    628,2                    
Foreign operations         (77,8)    (89,9)          (167,8)                    
Financing costs            (30,5)    (11,6)           (25,2)                    
Foreign exchange loss      (36,5)         -           (17,1)                    
- unrealised                                                                    
Profit before               257,8     161,7      59    418,1                    
abnormal items and                                                              
taxation                                                                        
Abnormal items                  -         -            120,2                    
Profit before               257,8     161,7      59    538,3                    
taxation                                                                        
Taxation                    123,4      75,5            182,2                    
- Operating profit          123,4      75,5            146,1                    
- Abnormal items                -         -             36,1                    
Profit after taxation       134,4      86,2            356,1                    
Minority share of             0,9         -              6,1                    
loss                                                                            
Net profit                  135,3      86,2      57    362,2                    
attributable to                                                                 
ordinary shareholders                                                           
Headline earnings per                                                           
share (cents)                                                                   
- undiluted                  27,2      21,5      27     94,1                    
- diluted                    26,2      21,5      22     88,2                    
Basic earnings per                                                              
share (cents)                                                                   
- undiluted                  27,4      22,8      20     95,9                    
- diluted                    26,4      22,7      16     89,8                    
Headline earnings per                                                           
share before abnormal                                                           
items and foreign                                                               
exchange loss (cents)                                                           
- undiluted                  34,6      21,5      61     76,3                    
- diluted                    33,0      21,5      54     72,1                    
Basic earnings per                                                              
share before abnormal                                                           
items and foreign                                                               
exchange loss (cents)                                                           
- undiluted                  34,9      22,8      53     78,1                    
- diluted                    33,3      22,7      47     73,7                    
Weighted number of        492 979   377 876          377 876                    
shares in issue                                                                 
(000"s)                                                                         
Diluted weighted          531 725   409 458          417 594                    
number of shares                                                                
(000"s)                                                                         
GROUP CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 31 DECEMBER 2003
                           Six months  Six months                               
ended       ended                               
                             December    December       Year                    
                                                       ended                    
                                 2003        2002  June 2003                    
R million                   Unaudited   Unaudited    Audited                    
Operating profit before          58,1        17,6       57,1                    
working capital changes                                                         
Health and Vitality             303,6       271,5      486,2                    
Life                          (164,0)     (158,8)    (266,1)                    
Destiny                        (81,5)      (95,1)    (163,0)                    
Working capital changes        (62,4)      (94,3)      158,3                    
Cash                            (4,3)      (76,7)      215,4                    
(utilised)/generated                                                            
from operations                                                                 
Taxation paid                 (131,6)     (110,3)    (180,6)                    
Investment income                54,0        51,4       90,1                    
Interest paid                  (16,4)      (11,6)     (23,9)                    
CASH FLOW FROM OPERATING                                                        
ACTIVITIES                     (98,3)     (147,2)      101,0                    
CASH FLOW FROM INVESTING                                                        
ACTIVITIES                    (358,8)     (138,1)    (199,5)                    
CASH FLOW FROM FINANCING                                                        
ACTIVITIES                     (61,0)       145,4    1 094,7                    
Net (decrease)/increase       (518,1)     (139,9)      996,2                    
in cash and cash                                                                
equivalents                                                                     
Cash and cash                 1 337,0       354,4      354,4                    
equivalents at beginning                                                        
of year                                                                         
Effects of exchange rate       (13,6)       (7,8)     (13,6)                    
changes on cash and cash                                                        
equivalents                                                                     
Cash and cash                   805,3       206,7    1 337,0                    
equivalents at end of                                                           
year                                                                            
GROUP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED      
31 DECEMBER 2003                                                                
                              Share      Share     Investment                   
R million                   capital    premium        reserve                   
31 December 2003                                                                
Balance at 1 July 2003          0,4      428,5          (4,4)                   
Net profit for the                -          -              -                   
period                                                                          
Dividends paid to                                                               
Destiny Health                    -          -              -                   
preference shareholders                                                         
Unrealised gains on               -          -           75,3                   
investments                                                                     
Realised gains on                 -          -          (1,4)                   
investments transferred                                                         
to income statement                                                             
Transfer from hedging             -          -              -                   
reserve                                                                         
Preliminary and share             -     (27,9)              -                   
issue expenses                                                                  
Translation of foreign            -          -              -                   
subsidiary                                                                      
Issue of capital                0,9      875,8              -                   
Balance at 31 December          1,3    1 276,4           69,5                   
2003                                                                            
31 December 2002                                                                
Balance at 1 July 2002          0,4      426,7           30,8                   
Implementation of AC133           -          -              -                   
Net profit for the                -          -              -                   
period                                                                          
Dividends paid to                                                               
Destiny Health                    -          -              -                   
preference shareholders                                                         
Unrealised losses on              -          -         (21,4)                   
investments                                                                     
Realised gains on                 -          -          (6,9)                   
investments transferred                                                         
to income statement                                                             
Translation of foreign            -          -              -                   
subsidiary                                                                      
Issue of capital                  *        1,7              -                   
Balance at 31 December          0,4      428,4            2,5                   
2002                                                                            
GROUP CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED      
31 DECEMBER 2003                                                                
Retained  Translation  Hedging                           
R million              earnings      reserve  reserve    Total                  
31 December 2003                                                                
Balance at 1 July         634,5        (7,7)   (14,4)  1 036,9                  
2003                                                                            
Net profit for the        135,3            -        -    135,3                  
period                                                                          
Dividends paid to                                                               
Destiny Health            (0,6)            -        -    (0,6)                  
preference                                                                      
shareholders                                                                    
Unrealised gains on           -            -        -     75,3                  
investments                                                                     
Realised gains on             -            -        -    (1,4)                  
investments                                                                     
transferred to income                                                           
statement                                                                       
Transfer from hedging         -            -     14,4     14,4                  
reserve                                                                         
Preliminary and share         -            -        -   (27,9)                  
issue expenses                                                                  
Translation of                -          1,4        -      1,4                  
foreign subsidiary                                                              
Issue of capital              -            -        -    876,7                  
Balance at 31             769,2        (6,3)        -  2 110,1                  
December 2003                                                                   
31 December 2002                                                                
Balance at 1 July         301,5       (15,1)        -    744,3                  
2002                                                                            
Implementation of        (16,6)            -        -   (16,6)                  
AC133                                                                           
Net profit for the         86,2            -        -     86,2                  
period                                                                          
Dividends paid to                                                               
Destiny Health            (2,1)            -        -    (2,1)                  
preference                                                                      
shareholders                                                                    
Unrealised losses on          -            -        -   (21,4)                  
investments                                                                     
Realised gains on             -            -        -    (6,9)                  
investments                                                                     
transferred to income                                                           
statement                                                                       
Translation of                -        (9,1)        -    (9,1)                  
foreign subsidiary                                                              
Issue of capital              -            -        -      1,7                  
Balance at 31             369,0       (24,2)        -    776,1                  
December 2002                                                                   
* Amount is less than R100 000                                                  
SEGMENTAL INFORMATION FOR THE SIX MONTHS ENDED 31 DECEMBER 2003                 
                            Health                                              
                            United                                              
South  States of                                              
R million        Africa    America    Life  Vitality      Total                 
Gross           5 596,0      226,9   384,3     185,4    6 392,6                 
inflows                                                                         
under                                                                           
management                                                                      
Gross income    1 285,2      165,0   384,3     185,4    2 019,9                 
Reinsurance      (44,1)     (43,7)  (79,9)         -    (167,7)                 
Fair value            -          -   (0,1)         -      (0,1)                 
adjustments                                                                     
Expenses,     (1 026,7)    (200,3) (476,3)   (165,2)  (1 868,5)                 
commissions                                                                     
and claims                                                                      
Transfer              -          -   234,4         -      234,4                 
from                                                                            
balances                                                                        
under                                                                           
insurance                                                                       
contracts                                                                       
                  214,4     (79,0)    62,4      20,2      218,0                 
Return on             -          -    42,7         -       42,7                 
assets under                                                                    
insurance                                                                       
contracts                                                                       
Operating         214,4     (79,0)   105,1      20,2      260,7                 
profit                                                                          
before                                                                          
investment                                                                      
income                                                                          
Investment                                                 64,1                 
income                                                                          
Operating                                                 324,8                 
profit                                                                          
FOR THE SIX MONTHS ENDED 31 DECEMBER 2002                                       
                            Health                                              
                            United                                              
South  States of                                              
R million        Africa    America    Life  Vitality      Total                 
Gross           4 314,9      158,1   196,2     139,5    4 808,7                 
inflows                                                                         
under                                                                           
management                                                                      
Gross income    1 381,9      128,4   196,2     139,5    1 846,0                 
Reinsurance      (74,6)     (53,3)  (33,1)         -    (161,0)                 
Fair value            -          -  (15,5)         -     (15,5)                 
adjustments                                                                     
Expenses,     (1 091,7)    (165,9) (331,8)   (132,2)  (1 721,6)                 
commissions                                                                     
and claims                                                                      
Transfer         (37,0)          -   175,7         -      138,7                 
(to)/from                                                                       
balances                                                                        
under                                                                           
investment                                                                      
and                                                                             
insurance                                                                       
contracts                                                                       
                  178,6     (90,8)   (8,5)       7,3       86,6                 
Return on             -          -    25,3         -       25,3                 
assets under                                                                    
insurance                                                                       
contracts                                                                       
Operating         178,6     (90,8)    16,8       7,3      111,9                 
profit                                                                          
before                                                                          
investment                                                                      
income                                                                          
Investment                                                 61,4                 
income                                                                          
Operating                                                 173,3                 
profit                                                                          
GROUP CONSOLIDATED EMBEDDED VALUE STATEMENT FOR THE SIX MONTHS ENDED            
31 DECEMBER 2003                                                                
GROUP EMBEDDED VALUE                                                            
                      At        At                  At              At          
                      31        31    Change   30 June         30 June          
December  December                                              
R million           2003      2002         %      2003         2003(1)          
                                                        (Illustrative,          
                                                         after capital          
raising)          
Shareholders"    2 110,1  776,1(2)             1 036,9         1 885,7          
funds                                                                           
Value of in-     4 401,5   3 126,1        41   4 021,1         4 021,1          
force                                                                           
business                                                                        
before cost                                                                     
of capital(3)                                                                   
Cost of          (289,7)   (192,1)             (190,2)         (190,2)          
capital                                                                         
Discovery        6 221,9   3 710,1        68   4 867,8         5 716,6          
Holdings                                                                        
embedded                                                                        
value                                                                           
Number of          513,5     377,9               377,9           512,5          
shares                                                                          
millions                                                                        
Embedded          R12,12     R9,82        23    R12,88          R11,15          
value per                                                                       
share                                                                           
Diluted           R11,27     R9,06        24    R11,66          R10,35          
embedded                                                                        
value per                                                                       
share                                                                           
(1)  In June 2003, Discovery proceeded with a claw-back offer to raise R875     
     million at an issue price of R6,50 per share. The shares were issued and   
     listed on the JSE on 28 July 2003. At 30 June 2003, the capital raised was 
     reflected as a short-term loan owing to FirstRand Limited, but is now      
included in shareholders" funds. The embedded value at 30 June 2003 has    
     been restated for illustrative purposes to demonstrate the impact of       
     including the capital raised (net of preliminary and share issue expenses) 
     in shareholders" funds, and including the shares issued in the calculation 
of embedded value per share.                                               
(2)  The accounting policy for health insurance and group life acquisition costs
     was changed during the 2003 financial year from deferring acquisition costs
     to expensing these costs as incurred. The deferred acquisition cost asset  
was previously reflected as an adjustment to the value of shareholders"    
     funds. The shareholders" funds balance at 31 December 2002 has been        
     restated in line with the changes to the statement of changes in equity.   
(3)  The pre-paid commission expense was previously reflected as an adjustment  
to shareholders" funds. It has now been fully expensed. The asset (which   
     amounted to R76,7 million at 31 December 2002 and R17,6 million at 30 June 
     2003) has been deducted from the value of in-force business at 30 June 2003
     and 31 December 2002 to avoid the double counting of expense loadings.     
VALUE OF IN-FORCE BUSINESS FOR THE SIX MONTHS ENDED 31 DECEMBER 2003            
                        Value before    Cost of  Value after                    
R million                    cost of    capital      cost of                    
                             capital                 capital                    
Health and Vitality          3 045,4       -(1)      3 045,4                    
Life                         1 203,7    (257,4)        946,3                    
Destiny Health (2)             152,4     (32,3)        120,1                    
Total                        4 401,5    (289,7)      4 111,8                    
(1)  The trustees of the Discovery Health Medical Scheme have applied for a 10% 
     quota share reinsurance treaty with Discovery Life to commence on 1 January
     2004. As the Scheme has not yet received approval for the treaty, both     
     potential risk profits and the potential cost of any capital requirements  
have been excluded from the embedded value.                                
(2)  Figures for Destiny Health reflect Discovery"s 95,6% shareholding in       
     Destiny Health at 31 December 2003.                                        
EMBEDDED VALUE EARNINGS                                                         
6 months  6 months                              
                                      to        to                              
                                      31        31        12                    
                                December  December    months                    
to                    
R million                           2003   2002(1)   30 June                    
                                                        2003                    
Embedded value at end of         6 221,9   3 710,1   4 867,8                    
period                                                                          
Embedded value at beginning      4 867,8   3 321,0   3 321,0                    
of period                                                                       
Increase in embedded value       1 354,1     389,1   1 546,8                    
Net issue of capital             (848,8)     (1,7)     (1,8)                    
Dividends paid to Destiny            0,6       2,1      12,6                    
Health preference                                                               
shareholders                                                                    
Implementation of new                  -      16,6      16,6                    
accounting standards (2)                                                        
Transfer to hedging reserve       (14,4)         -      14,4                    
(3)                                                                             
Embedded value earnings            491,5     406,1   1 588,6                    
(1)  The value of Shareholders" Funds at 31 December 2002 has been restated in  
     line with the adjustments to the statement of changes in equity. 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 AC 133.                                                        
(3)  This item relates to a cash flow hedge that was taken out to reduce        
     exposure to currency risk on capital inflows to Destiny Health.            
COMPONENTS OF EMBEDDED VALUE EARNINGS                                           
                      6 months  6 months           12 months                    
                            to        to                  to                    
                            31        31   Change    30 June                    
December  December                                        
R million                 2003      2002        %       2003                    
Total profit from        357,9     275,5       30      669,6                    
new business(at                                                                 
point of sale)                                                                  
Profit from                                                                     
existing business                                                               
* Expected return        272,3     241,3               500,5                    
* Change in            (261,7)   (182,8)               (0,1)                    
methodology and                                                                 
assumptions (1)                                                                 
* Experience               6,9      74,1               365,8                    
variances                                                                       
Adjustment for                                                                  
minority interest                                                               
in                                                                              
Destiny Health             3,7         -               (2,3)                    
Interest on loan        (25,2)         -                   -                    
capital                                                                         
Return on                137,6     (2,0)                55,1                    
shareholders"                                                                   
funds (2)                                                                       
Embedded value           491,5     406,1             1 588,6                    
earnings                                                                        
(1)  The change in methodology and assumptions will vary over time to reflect   
     adjustments to the model and assumptions as a result of changes to the     
     operating and economic environment. These changes are described in detail  
     in the table below (for previous periods refer to previous embedded value  
statements).                                                               
(2)  Return on Shareholders" Funds is the after-tax investment return and       
     unwinding of the negative reserves.                                        
METHODOLOGY AND ASSUMPTION CHANGES FOR THE SIX MONTHS ENDED 31 DECEMBER 2003    
Health, Vitality                                      
R million               and Destiny Health      Life   Total                    
Modelling changes                        -    (66,3)  (66,3)                    
Global linkage (1)                       -    (84,7)  (84,7)                    
Lapses                              (25,0)         -  (25,0)                    
Economic                              16,9     (3,3)    13,6                    
Expenses                             (5,4)    (34,8)  (40,2)                    
Mortality and                        (4,1)       5,5     1,4                    
morbidity                                                                       
Tax (2)                             (53,6)         -  (53,6)                    
Other                                (2,5)     (4,4)   (6,9)                    
Total                               (73,7)   (188,0) (261,7)                    
(1)  The global linkage benefit basis was strengthened in the light of recent   
     experience and exchange rate volatility.                                   
(2)  The tax assumption change reflects a higher average VAT rate.              
EXPERIENCE VARIANCES for the six months ended 31 December 2003                  
Health, Vitality                                      
R million               and Destiny Health      Life   Total                    
Renewal expenses                     (6,2)     (2,3)   (8,5)                    
Other expenses (1)                  (79,7)         -  (79,7)                    
Health administration                                                           
fee and                                                                         
Life premium increase               (20,4)      11,3   (9,1)                    
Extended modelling                    68,1       0,8    68,9                    
term (2)                                                                        
Lapses                                28,4    (11,4)    17,0                    
Medical inflation (3)                 14,5         -    14,5                    
Policy alterations                   (1,6)      64,7    63,1                    
Exchange rate                       (13,0)         -  (13,0)                    
movements                                                                       
Mortality and                       (15,9)      18,6     2,7                    
morbidity                                                                       
Quota share                          (4,4)    (13,4)  (17,8)                    
reinsurance treaty                                                              
(4)                                                                             
Other (5)                           (10,5)    (20,7)  (31,2)                    
Total                               (40,7)      47,6     6,9                    
(1)  The expense experience variance for Health, Vitality, and Destiny Health   
     includes a negative variance relating to non-recurring expenses of R38,3   
     million. In addition, a large proportion of Health and Destiny Health new  
business was written during the period but only activated on 1 January 2004
     - outside of the valuation period. A negative experience variance of R41,4 
     million arises in respect of the acquisition expenses incurred for these   
     members who are not included in the embedded value calculation.            
(2)  The projection term for Health, Vitality, Destiny Health, and Group Life at
     31 December 2003 has not been changed from that used at 30 June 2003. Thus,
     an experience variance arises because the total term of the in-force       
     business is effectively increased by 6 months.                             
(3)  The positive medical inflation variance is the result of higher than       
     expected Health and Destiny Health contribution increases.                 
(4)  The 10% quota share reinsurance treaty for 2004 which was previously       
     modelled has not been modelled in the 31 December 2003 calculation as the  
Scheme has not yet received approval for the treaty. The Life product cost 
     of capital has increased due to the manner in which the cost of capital was
     previously shared between the Life and Health products.                    
(5)  Includes a R36,5 million unrealised foreign exchange loss arising on a     
R279,2 million loan entered into by Destiny Health with RMB International  
     (Dublin) Limited.                                                          
EMBEDDED VALUE OF NEW BUSINESS                                                  
                          6 months  6 months              12                    
to        to          months                    
                                                          to                    
                                31        31  Change      30                    
                          December  December            June                    
R million                     2003      2002       %    2003                    
Health and Vitality                                                             
Gross profit from new         42,9      76,5           237,9                    
business at point of                                                            
sale                                                                            
  Cost of capital                -     (6,3)           (3,2)                    
Net profit from new           42,9      70,2    (39)   234,7                    
business at point of                                                            
sale                                                                            
New business annualised      376,0     459,8    (18)       1                    
premium income (1)                                     834,2                    
Life                                                                            
Gross profit from new        370,6     218,6           493,9                    
business at point of                                                            
sale                                                                            
  Cost of capital           (63,3)    (20,3)          (75,6)                    
Net profit from new          307,3     198,3      55   418,3                    
business at point of                                                            
sale                                                                            
New business annualised      213,6     188,8      13   354,8                    
premium income (2)                                                              
Annualised profit            12,1%      9,6%           13,1%                    
margin (3)                                                                      
Destiny Health                                                                  
Gross profit from new         14,8      16,0            40,5                    
business at point of                                                            
sale                                                                            
  Cost of capital            (7,1)     (9,0)          (23,9)                    
Net profit from new            7,7       7,0      10    16,6                    
business at point of                                                            
sale                                                                            
New business annualised      137,3     145,0     (5)   356,1                    
premium income (4)                                                              
(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, and 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 after 
     the first year, as well as premiums in respect of new business written     
during the period but only activated after 31 December 2003 - outside of   
     the valuation period. These members are not included in the calculation of 
     the value of new business. The total Health and Vitality new business      
     annualised premium income written over the period was R960,9 million       
(December 2002: R1 196,2 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.                                 
(3)  The annualised profit margin is the value of new business expressed as a   
     percentage of the present value of future premiums.                        
(4)  For embedded value purposes, Destiny Health new business is defined as     
     members of new employer groups, and 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 after 
     the first year, as well as premiums in respect of new business written     
     during the period but only activated after 31 December 2003 - outside of   
     the valuation period. These members are not included in the calculation of 
the value of new business. The total Destiny Health new business annualised
     premium income written over the period was R222,4 million (December 2002:  
     R186,9 million).                                                           
EMBEDDED VALUE ASSUMPTIONS                                                      
31 December    31 December     30 June                    
                             2003           2002        2003                    
                              (%)            (%)         (%)                    
Risk discount rate                                                              
- Health and                13,50          16,00       13,50                    
Vitality                                                                        
- Life product              12,50          14,00       12,50                    
- Destiny Health            10,00          10,00       10,00                    
Medical inflation                                                               
South Africa                 8,50          10,00        8,50                    
United States             Current     Decreasing     Current                    
                           levels                     levels                    
reducing to       linearly    reducing                    
                                            from          to                    
                           11,50%      14,25% to      11,50%                    
                         over the     9,75% over    over the                    
projection            the  projection                    
                                      projection                                
                           period         period      period                    
Expense inflation                                                               
South Africa                 5,50           7,00        5,50                    
United States                5,00           6,00        6,00                    
Pre-tax investment                                                              
return                                                                          
South Africa   -             8,00           9,50        8,00                    
cash                                                                            
- bonds                      9,50          11,00        9,50                    
- equity                    11,50          13,00       11,50                    
United States -              2,00           2,00        2,00                    
bonds                                                                           
Income tax rate                                                                 
- South Africa              30,00          30,00       30,00                    
- United States             34,00          34,00       34,00                    
Federal Tax Rate                                                                
(1)                                                                             
(1)  Various additional State taxes also apply. 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.               
Life mortality, morbidity and lapse assumptions were derived from internal      
experience, where available, augmented by reinsurance and industry information. 
The Health lapse assumptions were based on the results of recent experience     
investigations, as were the Destiny Health morbidity assumptions. The Destiny   
Health lapse assumptions were based on the results of recent experience         
investigations as well as future expectations regarding scheme renewals. Renewal
expense assumptions were based on the results of the latest expense and budget  
information.                                                                    
The investment return assumption was determined with reference to the market    
yield to maturity on long-dated government bonds. Other economic assumptions    
were set relative to this yield.                                                
It was assumed that the capital adequacy requirements in future years will be   
backed by surplus assets consisting of 70% equities and 30% fixed interest      
securities for the purposes of calculating the cost of capital at risk.         
The embedded value of Discovery at 31 December 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 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, international consulting actuaries, a business of Towers Perrin,   
have reviewed the methodology and assumptions used to determine the value of in-
force business and the value of new business and have confirmed that, overall,  
they are reasonable.                                                            
FINANCIAL COMMENTARY                                                            
Accounting Policies                                                             
The principal accounting policies and methods of computation followed in the six
months to 31 December 2003 are consistent with those followed at 30 June 2003.  
The unaudited interim financial statements comply with South African Statements 
of Generally Accepted Accounting Practice.                                      
In line with Discovery"s current policy, no dividend has been declared.         
Comparative Figures                                                             
The following changes have been made to the comparative figures:                
Foreign exchange losses have been shown separately on the face of the      
     income statement in order to provide more meaningful information. An       
     adjusted headline earnings per share before abnormal items and foreign     
     exchange losses has also been shown.                                       
In line with industry practice, the accounting policy for health insurance and  
group life acquisition costs was changed during the 2003 financial year from    
deferring acquisition costs to expensing these costs as incurred. The impact of 
this change in accounting policy on the results for the six months ended        
31 December 2002 is as follows:                                                 
*    A reduction of the retained income at 30 June 2002 of R196,3 million       
*    A reduction in net profit after tax for the six months ended 31 December   
     2002 of R6,9 million                                                       
Discovery implemented the accounting standard Financial Instruments: Recognition
and Measurement AC133 in preparation of the financial statements for the year   
ended 30 June 2003. The impact of the adoption of AC133 on the results for the  
six months ended 31 December 2002 is an increase in net profit after tax of R2,2
million.                                                                        
New Business Annualised Premium Income                                          
New business annualised premium income of the group decreased 8% for the six    
months under review to R1 473,4 million (2002: R1 597,7 million) and is made up 
as follows:                                                                     
                                    2003      2002  Change %                    
Health (Rm)                        934,5   1 163,3      (20)                    
Vitality (Rm)                       26,4      32,9      (20)                    
Life (Rm)                          290,1     214,6        35                    
Destiny (Rm)                       222,4     186,9        19                    
Total (Rm)                       1 473,4   1 597,7       (8)                    
Destiny (USDm)                      31,3      19,7        59                    
The decrease in Health and Vitality new business from R1 196,2 million for the  
six months ended 31 December 2002 to R960,9 million for the six months ended    
31 December 2003 is attributable to the regulatory changes (Section 29A(6) of   
the Medical Schemes Act) promulgated in 2002 which allowed groups to join       
medical schemes free of underwriting. This led to a higher than anticipated     
influx of new business in 2002. This legislation persists but the effect is now 
in line with our expectations.                                                  
Discovery Life`s new business increased 35% for the six months under review to  
R290,1 million (2002: R214,6 million) building further on its leadership        
position in the risk-only assurance market and proving its value proposition to 
clients.                                                                        
Destiny"s new business grew 59% to USD31,3 million (2002: USD19,7 million)      
bearing testimony to a continued focus on marketing and distribution activities 
and showing early signs of the benefits of the joint ventures. The strengthening
of the Rand against the Dollar over the six month period translated into a 19%  
increase in new business in Rand terms over the six-month period.               
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. All lines of business
showed satisfactory growth in gross inflows under management.                   
R million                       2003          2002  Change %                    
Health                       5 596,0       4 314,9        30                    
Vitality                       185,4         139,5        33                    
Life                           384,3         196,2        96                    
Destiny                        226,9         158,1        44                    
                             6 392,6       4 808,7        33                    
Operating profit - local                                                        
operations                                                                      
R million                       2003          2002  Change %                    
Health                         214,4         178,6        20                    
Vitality                        20,2           7,3       177                    
Life                           105,1          16,8       526                    
Profit before investment       339,7         202,7        68                    
income                                                                          
Investment income               62,9          60,5         4                    
Operating profit from          402,6         263,2        53                    
local operations                                                                
Discovery Health                                                                
The impact of the resolution with the Council of Medical Schemes on the results 
of the health operations of Discovery, was a reduction 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 20% in operating profit before investment income. This is           
attributable to:                                                                
*    An increase in lives covered of 19,9% to 1 505 896 (2002: 1 255 797)       
*    Administration and marketing efficiencies                                  
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 occur on 1 July each year.                               
The trustees of DHMS have applied for a 10% quota share reinsurance treaty with 
Discovery Life to commence on 1 January 2004 for which approval has not yet been
received.                                                                       
Discovery Life                                                                  
Discovery Life"s increase in operating profit before investment income is       
attributable to the following:                                                  
*    Significant new business                                                   
*    Better than anticipated mortality and morbidity experience                 
The number of individual policyholders insured grew to 100 218 (2002: 46 340).  
Group lives covered increased to 34 968 (2002: 28 991).                         
Discovery Vitality                                                              
Discovery Vitality"s operating profit increased to R20,2 million (2002: R7,3    
million) resulting from an enhanced product offering increasing Vitality"s      
membership. With effect from 1 January 2004, Discovery Vitality has launched    
further exciting benefits which are expected to lead to a reduction in the      
profitability of Vitality in the second half of the financial year.             
Destiny Health                                                                  
Destiny Health"s operating losses before investment income, finance costs and   
non-recurring expenses reduced  by 48% to R47,1 million for the six month period
ended 31 December 2003 (2002: R90,8 million). This is attributable to the       
strengthening of the Rand against the Dollar, improved claims experience as a   
result of better risk management and the achievement of efficiencies in cost    
control as well as the growth in lives covered to 24 698 (2002: 14 840).        
Non-recurring costs include set-up costs of R17,5 million incurred in respect of
the joint ventures entered into with Guardian and Tufts. The R36,5 million      
exchange loss arises on the R279,2 million loan entered into by Destiny with RMB
International (Dublin) Limited.                                                 
Taxation                                                                        
All South African entities are in a tax paying position. Destiny operations have
significant tax losses but no deferred tax asset has been accounted for on the  
foreign losses incurred.                                                        
Headline Earnings Per Share                                                     
Headline earnings per share is calculated as follows:                           
                                December  December      June                    
R million                           2003      2002      2003                    
Net profit attributable to         135,3      86,2     362,2                    
ordinary shareholders                                                           
Adjusted for realised profit       (1,2)     (4,8)     (6,7)                    
on available for sale                                                           
financial instruments                                                           
Headline earnings                  134,1      81,4     355,5                    
Foreign exchange loss -             36,5         -      17,1                    
unrealised                                                                      
Abnormal items                         -         -    (84,1)                    
Headline earnings before           170,6      81,4     288,5                    
abnormal items and foreign                                                      
exchange loss                                                                   
Balance Sheet                                                                   
The short-term loan of R875 million owing to FirstRand Limited as at 30 June    
2003 that arose in terms of the claw-back offer was repaid by the issue of 134  
615 385 new Discovery shares. These shares were listed on the JSE on 28 July    
2003.                                                                           
The minority interest of R127,4 million in the balance sheet comprises the      
Series A preference shares of Destiny Health.                                   
The increase in the assets under insurance contracts of R281,6 million is as a  
result of the significant increase in profitable new business written by        
Discovery Life.                                                                 
Investments have increased due to the investment of an additional R300 million  
into equity portfolios during October 2003 coupled with the strong performance  
of the equity markets. Unrealised gains of R75,3 million on investments have    
been taken directly to reserves.                                                
Cash and cash equivalents at 30 June 2003 is R805,3 million. As at 31 December, 
R103,5 million of cash is held by Destiny Health Insurance Company as part of   
its statutory capital.                                                          
Directors:                                                                      
L L Dippenaar (Chairman), A Gore (Chief Executive Officer), J M Robertson (Chief
Operating Officer), Dr BA Brink**, J P Burger, Dr N J Dlamini, R B Gouws#,      
M I Hilkowitz, N S Koopowitz*,H P Mayers*, B Swartzberg*, S V Zilwa, S D Whyte* 
*Executive                                                                      
**Appointed 19 February 2004                                                    
#Resigned effective 5 December 2003                                             
Transfer Secretaries:                                                           
Computershare Limited                                                           
(Registration number 1958/003546/06)                                            
8th Floor                                                                       
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@discovery.co.za                                                       
www.discovery.co.za/investor                                                    
Merchant Bank And Sponsor:                                                      
Rand Merchant Bank                                                              
A division of FirstRand Bank Limited                                            
Corporate Finance
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