2013/02/14
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Unaudited Interim Group Results Cash Dividend Declaration And Changes To Directorate [JSE Securities Exchange - SENS]
 
Unaudited Interim Group Results Cash Dividend Declaration And Changes To Directorate

WOOLWORTHS HOLDINGS LIMITED
Registration number: 1929/001986/06
Tax number: 9300/149/71/4 
Share code: WHL         
ISIN: ZAE000063863

UNAUDITED INTERIM GROUP RESULTS FOR THE 26 WEEKS ENDED 23 DECEMBER 2012, 
CASH DIVIDEND DECLARATION AND CHANGES TO DIRECTORATE

TURNOVER 
+ 18.0%

PROFIT BEFORE TAX
+ 20.8%

HEADLINE EARNINGS  
PER SHARE 
+ 21.0%

ADJUSTED HEADLINE  
EARNINGS PER SHARE 
+ 35.9%

RETURN ON EQUITY  
UP TO 58.0%

The strong growth experienced in the first quarter of 
the year continued through into the second quarter and 
over the festive season. With the inclusion of the group's 
new Australian acquisition, Witchery from 29 September, 
sales for the first 26 weeks of the June 2013 financial year 
increased by 18.0% over the comparable period in 2012. 
Sales in comparable stores grew by 9.4%.

Sales growth was leveraged by improved gross margins 
and tight expense control in both the South African and 
Australian businesses, delivering a group profit before 
tax growth of 20.8%. 

Earnings per share (EPS) increased 20.6% to 163.4 cents 
and headline earnings per share (HEPS) increased 21.0% 
to 164.2 cents. Included in both EPS and HEPS are the 
following: transaction costs of R52 million (Dec 2011: nil)
relating to the acquisition of the Witchery group, once-
off store employee restructuring costs in Woolworths of 
R43 million (Dec 2011: nil) and net unrealised foreign exchange 
losses of R16 million (Dec 2011: R72 million gain), all stated 
before tax. Adjusting for these items, adjusted EPS and 
adjusted HEPS were 35.4% and 35.9% higher respectively 
than the corresponding period. Return on equity increased 
from 50.8% in December 2011 to 58.0% (excluding only the 
unrealised foreign exchange movements).

Woolworths
Food sales grew by 11.1% with a price movement 
of 7.4%. Sales in comparable stores grew by 7.8%. Gross 
profit margins improved from 25.2% to 25.4% and 
excluding the impact of store staff restructuring costs 
profit before tax grew 21.4%. Return on sales was 6.1%, 
up from 5.6% in the prior period.

Clothing and General merchandise sales grew 11.4%, 
with price movement of 5.9%. Clothing sales in South 
Africa (including Country Road's South African sales) grew 
by 13.0% with a price movement of 5.5%. Sales in 
comparable stores grew by 7.7%. General merchandise 
grew by 7.7% and by 4.0% in comparable stores. 
Gross profit margins improved in Clothing and General 
merchandise from 44.3% to 46.1%. Excluding the impact 
of store staff restructuring costs and unrealised foreign 
exchange movements, profit before tax grew 24.0%, 
and return on sales was 18.9%, up from 17.0% in the 
prior period.

Store costs were up 13.8% largely due to the addition 
of 5.7% more space in Woolworths, including stores in 
the rest of Africa, net of closures and excluding franchise 
conversions. Other operating costs grew by 4.3%, 
excluding the store staff restructuring costs and the 
impact of the unrealised foreign exchange movements. 

Country Road
With the acquisition of the Witchery group on 
29 September 2012, the number of stores and concessions 
operated by the group in Australasia increased from 
195 to 505. Sales in Australasia increased 55.6%, in 
Australian dollars. Sales in comparable stores increased 
by 10.7% and net space, excluding the acquisition, 
contracted 2.0%. Country Road's South African sales are 
included in the South African clothing figures.  

Gross margins improved significantly as a result of the 
Witchery acquisition and operating costs were well 
controlled, resulting in a strong increase in profit before 
tax of A$21 million and a 250% increase in rand profit. 
Return on sales at 10.6% was up from 6.4% in the prior 
period. Return on equity increased materially from 19.2% 
to 28.5%.

Woolworths Financial Services
The overall debtors' book reflected year-on-year growth 
of 12.0% at the end of December 2012, with the annualised 
impairment rate for the six months to December 2012 
at 1.5% (six months to December 2011: 1.6%). Net interest 
income was impacted by lower interest rates, increasing 
by only 10.9% on the prior period, but costs excluding 
impairments were well controlled, up 5.9% on the previous 
period. Consequently profit before tax was up 35.8% from 
the previous period and the return on equity increased to 
26.8% from 20.5%.

Outlook 
We believe that economic conditions in South Africa will 
remain constrained, especially in the lower and middle 
income segments of the market where consumer debt 
levels remain under pressure. However, the upper income 
segment in which we operate continues to show some 
resilience. Trading for the first six weeks of the second half 
of the financial year has been positive, and we expect 
sales growth to be broadly in line with the first half. 

In Australia we expect a gradual improvement in the 
retail environment and sales for the second half to be 
in line with the second quarter performance of both 
Country Road and Witchery.

Any reference to future financial performance included 
in this statement has not been reviewed and reported 
on by the company's external auditors and does not 
constitute an earnings forecast.

Changes to the Board of Directors

Norman Thomson, the groups Finance Director will be retiring at 
the November 2013 Annual General Meeting.  Norman has been with 
the business for over 20 years, the last 11 years as Finance Director. 
During this time he has made a significant contribution to the groups 
performance and its stature in the market through his continued focus 
on generating shareholder wealth. Norman will continue to serve as a 
non-executive director of the groups Australian subsidiary Country Road, 
as well as on the boards of our African joint ventures in a non-executive 
capacity.

Chairman Simon Susman reflects: "Norman has always been passionate in 
challenging our strategic thinking and has been a real asset to Woolworths. 
He has brought both diligence and depth to our deliberations and has been 
meticulous in both his execution and his communication of our decisions.  
We thank him and his family and wish him well in his retirement."
 
The board is further delighted to announce that Reeza Isaacs has been 
appointed as Deputy CFO and group Finance Director Elect, with effect 
from 1 June 2013.  He will assume the position of Finance Director 
immediately after the Annual General Meeting in November 2013.
 
Reeza was Ernst & Youngs Regional Senior Partner for the Western Cape and 
in this capacity served on the firms South African Executive Committee.  
He has extensive experience and has been an engagement partner on a number 
of JSE-listed groups, including Woolworths Holdings up until its June 2012 
year end.

Sindi Zilwa retired from the board at the conclusion of the 
Annual General Meeting held on 14 November 2012.

S N Susman     I Moir 
Chairman       Group chief executive officer

Cape Town, 13 February 2013

Cash Dividend Declaration
Notice is hereby given that the directors have declared 
an interim cash dividend of 86 cents (73.10 cents net of 
dividend withholding tax) per ordinary share for the 
26 weeks ended 23 December 2012. The dividend has 
been declared from income reserves and a dividend 
withholding tax of 15% will be applicable to all shareholders 
who are not exempt. The company has no STC credits 
available.

The issued share capital at the declaration date is 
840 676 176 ordinary shares and 89 192 096 preference 
shares.

The salient dates for the dividend will be as follows:
Last day of trade to receive 
a dividend                         Friday, 1 March 2013
Shares commence trading 
"ex" dividend                      Monday, 4 March 2013
Record date                        Friday, 8 March 2013
Payment date                       Monday, 11 March 2013

Share certificates may not be dematerialised or 
rematerialised between Monday, 4 March 2013 and 
Friday, 8 March 2013, both days inclusive.

An interim cash dividend of 59 cents (50.15 cents net 
of dividend withholding tax) per preference share for 
the 26 weeks ended 23 December 2012 will be paid to 
the beneficiaries of the Woolworths Employee Share 
Ownership Scheme on Monday, 11 March 2013.

Thobeka Sishuba-Mashego
Group secretary

Cape Town, 13 February 2013

Directorate and statutory information

Non-executive directors: 
Simon Susman (Chairman), Peter Bacon (British),  
Zarina Bassa, Lindiwe Bakoro, Tom Boardman,  
Andrew Higginson (British), Mike Leeming, Chris Nissen,  
Stuart Rose (British), Thina Siwendu

Executive directors: 
Ian Moir (Group chief executive officer) (Australian),  
Zyda Rylands, Norman Thomson

Group secretary: Thobeka Sishuba-Mashego

Share code: WHL         ISIN: ZAE000063863

Registered address: 
PO Box 680, Cape Town, 8000 
Woolworths House, 93 Longmarket Street 
Cape Town, 8001

Registration number: 1929/001986/06
Tax number: 9300/149/71/4 

JSE sponsor:  Rand Merchant Bank (A division of FirstRand 
Bank Limited)

Transfer secretaries: Computershare Investor Services 
(Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001

INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME

  52 weeks                                                                 26 weeks      26 weeks
 to 24 Jun                                                                to 23 Dec     to 25 Dec
      2012                                                                     2012          2011            %
     Rm                                                       Notes           Rm            Rm       change
    28 813     Revenue                                                       16 771        14 214         18.0
    28 604     Turnover                                                      16 683        14 137         18.0
    18 419     Cost of sales       10 319         9 090         13.5
    10 185     Gross profit                                                   6 364         5 047         26.1
       127     Other revenue                                                     54            42         28.6
     7 625     Expenses                                                       4 720         3 681         28.2
     5 165     Store costs                                                    3 178         2 534         25.4
     2 460     Other operating costs                                          1 542         1 147         34.4

     2 687     Operating profit                                               1 698         1 408         20.6
        82     Investment income                                                 34            35        (2.9)
        38     Finance costs                                                     34            19         78.9
               Profit before earnings from joint ventures and
     2 731     associate                                                      1 698         1 424         19.2
       133     Earnings from joint ventures                                      85            56         51.8
         6     Earnings from associate                                            5             
     2 870     Profit before tax                                              1 788         1 480         20.8
       811     Tax                                                              505           431         17.2
     2 059     Profit after tax           1 283         1 049         22.3
               Other comprehensive income:
               Net fair value adjustments on financial
        21     instruments, after tax                                           (4)           141
               Exchange differences on translation
       117     of foreign subsidiaries                                           39             3
       138    Other comprehensive income for the period                         35           144
     2 197     Total comprehensive income for the period                      1 318         1 193
     2 059     Profit attributable to:                                        1 283         1 049
     2 048     Shareholders of the parent                                     1 261         1 034
        11     Non-controlling interest                                          22            15
     2 197     Total comprehensive income attributable to:                    1 318         1 193
     2 167     Shareholders of the parent                                     1 288         1 179
        30     Non-controlling interest                                          30            14
               Reconciliation of headline earnings
     2 048     Earnings attributable to shareholders of the parent            1 261         1 034         22.0
        38     BEE preference dividend                                           38            21         81.0
     2 010     Basic earnings                                                 1 223         1 013         20.7
               Loss/(profit) on disposal of investment property,
      (15)     property, plant and equipment                                      9             2
         1     Impairment of property, plant and equipment                                     
              Tax impact of adjustments                                        (3)           (1)
     1 996     Headline earnings                                              1 229     1 014         21.2
      (43)     Abnormal foreign exchange related loss/(gain)                     16          (72)
        27     Transaction costs                                                 52             
              Restructuring costs                                               43             
         4     Tax impact of adjustments                                       (31)          20
     1 984     Adjusted headline earnings                                     1 309           962         36.1
     267.3     Headline earnings per share (cents)                            164.2         135.7         21.0
     269.2     Earnings per share (cents)                            2        163.4         135.5         20.6
     265.7     Adjusted headline earnings per share (cents)                   174.9         128.7         35.9
     260.6     Diluted headline earnings per share (cents)                    160.2         131.3         22.0
     262.4     Diluted earnings per share (cents)                    2        159.4         131.2         21.5
     259.0     Adjusted diluted headline earnings per share (cents)           170.6         124.6         36.9
     745.7     Number of shares in issue (millions)                           750.9         745.9          0.7
     746.6     Weighted average number of shares in issue (millions)          748.4         747.4          0.1

INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
                                                                                            Total         Total
  52 weeks                                   Share-       Non-       26 weeks      26 weeks
 to 24 Jun                                                   holders of controlling     to 23 Dec     to 25 Dec
      2012                                                   the parent    interest          2012          2011
        Rm                                             Notes         Rm          Rm            Rm            Rm
               Interest at the beginning
     4 093     of the period                                      4 465         107         4 572         4 093
               Movements for the period:
              Issue of shares                             5        233                      233             
     (655)     Shares repurchased                          5      (198)            (198)         (614)
       (1)     Share repurchase costs                               (1)                      (1)           (2)
               Settlement of share-based payments
              through share issue                         5      (233)                    (233)             
   (1 313)     Dividends to shareholders                          (965)                    (965)       (719)
       245     Share-based payments                                  60                       60            52
         6     Business acquisitions                                            96            96             
               Total comprehensive income
     2 197     for the period                                     1 288          30         1 318         1 193
     4 572     Interest at the end of the period                  4 649         233         4 882         4 003
     198.0     Distribution per ordinary share (cents)                                       86.0             
       1.4     Distribution cover (based on headline earnings per share)                      1.9             
     121.0     Distribution per preference share (cents)               59.0             

INTERIM GROUP STATEMENT OF FINANCIAL POSITION

      At                                                                     At          At
  24 Jun                                                                 23 Dec      25 Dec
    2012                                                                   2012        2011
      Rm                     Notes        Rm          Rm
               ASSETS
   5 011       Non-current assets                                         6 564       4 333
   2 225       Property, plant and equipment                        3     2 522       2 134
     106       Investment properties                                         43         121
   1 219       Intangible assets               3     2 438         992
      51       Investment in associate                                       56          45
     616       Investment in joint ventures                                 666         580
      13       Prepaid employment costs                                       8          20
      49       Participation in export partnerships                          49    55
      89       Other loans                                                   66          55
              Derivative financial instruments                                          1
     643       Deferred tax                                                 716         330
   5 034       Current assets                                             4 808       4 885
   2 216       Inventories                                               2 667       2 271
     631       Trade and other receivables                                  944         771
      41       Derivative financial instruments                              25          67
       1       Tax                                                                       1
   2 145       Cash              1 172       1 775
              Non-current assets held for sale                              63           
  10 045       Total assets                                              11 435       9 218
               EQUITY AND LIABILITIES
   4 572       Capital and reserves                                       4 882       4 003
   4 465       Interest of shareholders of the parent                  4 649       3 904
     107       Non-controlling interest                                     233          99
   1 177       Non-current liabilities                                    1 845         919
      25       Interest-bearing borrowings                                  695          24
     457       Operating lease accrual                                      467         458
     335       Post-retirement medical benefit liability                    347         327
     360       Deferred tax                                                 336         110
   4 296       Current liabilities                                        4 708       4 296
   3 172       Trade and other payables                                   4 070       3 246
     230       Provisions                                                343         307
      16       Derivative financial instruments                               8           7
     368       Tax                                                          200         228
     510       Interest-bearing borrowings                                   87         508
  10 045       Total equity and liabilities             11 435       9 218
     599       Net asset book value  per share (cents)                     619         523
               GROUP ANALYSIS
  10 045       Total assets                                              11 435       9 218
   6 948       Woolworths Retail                                          7 420       6 571
   1 156       Country Road           3 431       1 128
   1 326       Woolworths Retail Treasury                                  (81)         940
     615       Woolworths Financial Services                                665         579
   2 216       Inventories                                                2 667       2 271
   1 835       Woolworths Retail                                          2 029       1 932
     381       Country Road                                                 638         339
   1 216       Approved commitment for capital expenditure                  876         592
   1 043       Woolworths Retail                                            730         488
     173       Country Road                                                 146         104
              Approved commitment for franchise acquisitions      9         28         122

INTERIM GROUP STATEMENT OF CASH FLOWS

  52 weeks                                                                        26 weeks    26 weeks
 to 24 Jun                                                                       to 23 Dec   to 25 Dec
      2012                                                                            2012        2011
        Rm                                                               Notes          Rm          Rm
               Cash flow from operating activities
     3 259     Cash inflow from trading                                              2 207       1 637
     (131)     Working capital movements                                               192       (129)
     3 128     Cash generated by operating activities                                2 399       1 508
        73     Interest income                                                          30          31
      (38)     Finance costs                                                          (37)        (19)
     (356)     Tax paid                                                              (740)        (61)
     2 807     Cash generated by operations                                          1 652       1 459
         1     Dividends received from associate                                                    
        95     Dividends received from joint venture                                    35          55
   (1 275)     Dividends to ordinary shareholders                                    (927)       (698)
      (38)     Dividends to preference shareholders                                   (38)        (21)
     1 590     Net cash inflow from operating activities                               722         795
               Cash flow from investing activities
     (615)     Net investment in PPE and intangible assets                           (392)       (361)
              Acquisition of subsidiary                       10    (1 490)           
     (494)     Acquisition of franchise operations                            4        (6)       (304)
         8     Other                                                                    28          36
   (1 101)     Net cash outflow from investing activities                          (1 860)       (629)
               Cash flow from financing activities
     (655)     Shares repurchased                                             5      (198)       (614)
       (1)     Share repurchase costs                                                  (1)         (2)
      (25)     Finance lease payments                                                  (6)        (11)
              Long-term borrowings raised                                             746           
              Short-term borrowings repaid                                          (500)           
         6     Acquisitions  non-controlling interest contribution                     96           
     (675)     Net cash inflow/(outflow) from financing activities                     137       (627)
     (186)     Decrease in cash and cash equivalents      (1 001)       (461)
     2 293     Net cash and cash equivalents at the beginning of the period          2 145       2 293
        38     Effect of foreign exchange rate changes                                  28        (57)
     2 145     Net cash and cash equivalents at the end of the period                1 172       1 775
               GROUP ANALYSIS
     3 259     Cash inflow from trading                                              2 207       1 637
     2 975     Woolworths Retail                                                     1 857       1 429
       284     Country Road                                                            350         208
       798     Gross capital expenditure                                               373         383
       697     Woolworths Retail                                                       341         343
       101     Country Road (excluding Witchery acquisition)                            32          40

SEGMENTAL ANALYSIS

   52 weeks                                           26 weeks      26 weeks
  to 24 Jun                                          to 23 Dec     to 25 Dec
       2012                2012          2011           %
         Rm                                                 Rm            Rm      change
               Revenue
     28 604    Turnover                                 16 683        14 137        18.0
     25 231    Woolworths Retail                        13 749        12 383        11.0
      9 585    Clothing and General merchandise          5 249        4 713        11.4
     15 140    Food                                      8 238         7 415        11.1
        506    Logistics                                   262           255         2.7
      3 373    Country Road                              2 934         1 754        67.3
        209    Other revenue and investment income          88            77        14.3
        105    Woolworths Retail                            45            38        18.4
         21    Clothing and General merchandise              8             5        60.0
         84    Food                                         37            33        12.1
         29    Country Road                                 19             5
         75    Woolworths Retail Treasury                   24            34      (29.4)
     28 813    Total group                              16 771        14 214        18.0
               Gross profit
      8 174    Woolworths Retail                         4 564         4 001        14.1
      4 264    Clothing and General merchandise          2 420         2 088        15.9
      3 817    Food                                      2 094         1 867        12.2
        93    Intragroup                                   50            46         8.7
      2 011    Country Road                              1 800         1 046        72.1
     10 185    Total group                               6 364         5 047        26.1
               Profit before tax  adjusted 
      2 495    Woolworths Retail                         1 498         1 217        23.1
     1 611    Clothing and General merchandise            993           801        24.0
        884    Food                                        505           416        21.4
        185    Country Road                                310           117
        133    Woolworths Financial Services                85            56        51.8
         41    Woolworths Retail Treasury    6            18      (66.7)
      2 854    Total group  adjusted                    1 899         1 408        34.9

NOTES

1  Basis of preparation
   The abridged interim group financial statements comply with IAS 34 Interim Financial Reporting.
   Accounting policies used in the abridged interim group financial statements are the same as those used to prepare the
   June 2012 group annual financial statements, and are consistent with the prior period, which have been prepared in
   compliance with International Financial Reporting Standards (IFRS) and the Companies Act of South Africa. These abridged
   interim group financial statements have been prepared under the supervision of the group finance director, Norman Thomson
   BCom (Hons), CA(SA).

2  Earnings per share
   The difference between earnings per share and diluted earnings per share is due to the impact of unexercised options under
   the group's share incentive schemes.

3  Property, plant and equipment and intangible assets
   During the 26 weeks to 23 December 2012, the group acquired property, plant and equipment at a cost of R495 million
   (2011: R331 million) and acquired intangible assets (including goodwill, brands and reacquired rights) at a cost of R1 336 million
   (2011: R358 million). Refer to notes 4 and 10.

4  Acquisition of franchise operations
   During the period the group acquired 1 previously franchised store in Lesotho for a cash consideration of R6 million. In the
   prior period 25 South African and seven African previously franchised stores were acquired for a total cash consideration of
   R292 million.
   
   Fair value of assets acquired at the date of acquisition                                      Rm
   Goodwill arising on acquisition                                                                6
   Consideration                                                                                  6
   
   The full purchase price of R6 million, which has been allocated to goodwill, represents growth and synergies expected
   to accrue from the acquisition. The acquisition has been effective from the beginning of the period and has contributed
   additional revenue of R6 million and profit before tax of R2 million.

5  Issue and repurchase of shares
   391 512 (2011: nil) shares totalling R25 million (2011: nil) were purchased from the market by Woolworths (Proprietary) Limited and
   held as treasury shares by the group. In the prior period 9 298 259 shares totalling R286 million were purchased from the market
   and cancelled.
   2 710 328 (2011: 8 836 665) shares totalling R173 million (2011: R328 million) were purchased from the market in the current period
   and allocated to employees in terms of the group's executive incentive schemes.
   5 297 843 (2011: nil) shares totalling R233 million (2011: nil) were issued in terms of the group's executive incentive schemes, of which
   64 424 shares issued at par are held as treasury shares.

6  Contingent liabilities
   Group companies are party to legal disputes and investigations that have arisen in the ordinary course of business. Whilst the
   outcome of these matters cannot readily be foreseen, the directors do not expect them to have any material financial effect.

7  Borrowing facilities
   Unutilised banking facilities amount to R2 379 million (2011: R2 607 million). There is no limit in the Memorandum of Incorporation
   on the group's authority to raise interest-bearing debt.

8  Related party transactions
   The group entered into related party transactions during the period, the substance of which are similar to those explained in
   the group's 2012 annual financial statements.

9  Events subsequent to the reporting date
   An agreement to purchase a further seven stores totalling R28 million is effective from the date subsequent to this report.

10 Acquisition of Witchery group
   On 2 October 2012 Country Road Limited ("Country Road") acquired all of the ordinary shares of unlisted Australian company
   Witchery Australia Holdings (Pty) Ltd ("Witchery group") from funds associated with Gresham Private Equity and management
   vendors (together "Gresham") for a total value of R1 555 million (A$180.9 million) under a Share Sale Agreement. Witchery and its
   subsidiaries ("Witchery group") comprise both the Witchery and Mimco brands. Economic ownership of the Witchery group
   commenced on 29 September 2012 for reporting purposes.

   The primary purpose of the acquisition is to create one of Australia's largest specialty fashion retailers with leading
   complementary brands and a market-leading position in the mid to upper tier of the specialty fashion market segment,
   enabled through leveraging Country Road's scalable information systems and business process infrastructure.

   The acquisition was funded in part by cash raised from a 1 for 2 renounceable rights issue by Country Road on
   31 August 2012. On acceptance of the rights issue Country Road issued 34 528 411 new shares for a consideration of
   R789 million (A$91.8 million). The balance of the purchase consideration was funded by a new five-year term amortising debt
   facility of R791 million (A$92.0 million) through a Senior Syndicated Facility Agreement.

   Assets acquired and liabilities assumed

   Country Road is required to measure the Witchery group's identifiable assets acquired and liabilities assumed at their
   acquisition-date fair values. The consolidated provisional fair values are presented below:

   Assets      Rm    A$m   
   Cash and cash equivalents                                      65      8   
   Trade and other receivables                                    42      5   
   Inventories                                                   279     32   
   Other assets                                                    8      1   
   Plant and equipment                                           202     23   
   Intangibles                                                   563     65   
   Deferred tax assets                                            32      4   
   Liabilities
   Trade and other payables                                    (252)   (29)   
   Provisions                                                   (63)    (7)   
   Total identifiable net assets at fair value (provisional)     876    102   
   Goodwill arising from acquisition (provisional)               679     79   
   Purchase consideration transferred                          1 555    181   
   Cash and cash equivalents acquired                           (65)    (8)   
   Cash outflow on acquisition                                 1 490    173   

   The gross amount of trade and other receivables is equal to the fair value. No impairment has been recognised as it is expected
   that the full contractual amounts will be recovered.

   Goodwill arising on acquisition of R679 million (A$78.9 million) represents the value paid for the Witchery group in excess of the
   provisional fair value of its net assets at balance sheet date. Goodwill consists largely of the synergies and economies of scale
   expected from combining the operations of Country Road and the Witchery group. Expected synergies include supply chain
   efficiencies, systems integration, administration and shared service efficiencies, and optimisation of sourcing arrangements,
   product categories and sales channels. Goodwill recognised is not expected to be deductible for income tax purposes. There
   was no goodwill recognised in the consolidated balance sheet at the start of the period.

   Due to the limited time between the acquisition date and balance sheet date, the fair values currently presented are provisional
   and are subject to further review until the period ended 31 December 2013 as prescribed by Australian Accounting Standards.
   At the date of this report it is not practicable to reliably estimate the income tax consequences of the acquisition of the
   Witchery group on goodwill, deferred tax and the income tax provision at balance sheet date.

   In the event of a disposal of the Mimco business prior to 2 April 2014, Country Road is obliged under the Share Sale Agreement
   to share with Gresham any gain in the value of the Mimco business. At the date of this report the directors have no intention to
   dispose of the Mimco business and hence no value has been ascribed to this contingent consideration.

   From the date of acquisition the Witchery group has contributed R772 million (A$87.2 million) of revenue from the sale of goods
   to total group revenue from the sale of goods of R2 934 million (A$331.3 million) for the period. The net profit before tax of
   the Witchery group from the date of acquisition is R99 million (A$11.5 million), determined after allocating interest incurred on
   borrowings attributable to the acquisition. If the acquisition had occurred at the beginning of the period, the Witchery group
   would have contributed approximately R1 277 million (A$148.5 million) to total revenue from the sale of goods for the period.

   Transaction costs directly associated with the acquisition of the Witchery group totalling R52 million (A$5.9 million) have been
   expensed. Costs attributable to the issuance of shares totalling R5 million (A$0.6 million) have been recognised in equity. Costs
   associated with the establishment of the amortising syndicated debt facilities totalling R23 million (A$2.7 million) have been
   recognised in borrowings and will be amortised to the income statement over the term of the facility.

   At balance sheet date management was not aware of any contingent liabilities that would necessitate measurement or
   disclosure in this abridged interim group financial statements.

11 Approval of abridged interim group financial statements
   The abridged interim group financial statements were approved by the board of directors on 13 February 2013.

12 Interim audit opinion
   These abridged interim group financial statements have not been reviewed or audited.

visit our investor relations site: www.woolworthsholdings.co.za
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