2016/02/11
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Interim Group results, cash dividend declaration/scrip distribution, and interim company secretary appointment [JSE Securities Exchange - SENS]
 
Interim Group results, cash dividend declaration/scrip distribution, and interim company secretary appointment

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
("the Group" or "the company")

UNAUDITED INTERIM GROUP RESULTS FOR THE 26 WEEKS ENDED 27 DECEMBER 2015, 
CASH DIVIDEND DECLARATION AND SCRIP DISTRIBUTION ALTERNATIVE, 
AND APPOINTMENT OF INTERIM COMPANY SECRETARY

HIGHLIGHTS

GROUP SALES (INCLUDING CONCESSION SALES)
+17.1%

ADJUSTED PROFIT BEFORE TAX
+16.5%

HEADLINE EARNINGS PER SHARE
+30.6%

ADJUSTED HEADLINE EARNINGS PER SHARE
+3.6%

INTERIM DIVIDEND PER SHARE (CENTS)
133.0 (2014: 96.5)
+37.8%

RETURN ON EQUITY
24.6%

COMMENTARY
The Group has continued to perform well despite more challenging trading conditions in both South Africa and Australia. Group
sales increased by 17.1% (12.3% excluding David Jones, which was acquired on 1 August 2014). Basic and headline earnings grew by 52.8% 
and 44.9% respectively, and headline earnings per share ("HEPS") and adjusted HEPS grew by 30.6% and 3.6% respectively. The prior period
earnings were impacted by the costs associated with the acquisitions while HEPS and adjusted HEPS growth were impacted by the
increase in the weighted average number of shares ("WANOS") as a result of the rights issue in the prior year. 

WOOLWORTHS
CLOTHING AND GENERAL MERCHANDISE
Clothing and General Merchandise has had a much-improved half, growing sales by 12.5%. Clothing sales were up 11.7%
(8.0% in comparable stores) and price movement was 6.6%.

Gross profit margin increased by 0.8% to 48.1%, enhanced by the launch of private label brands into David Jones stores in Australia.
Store costs increased by 13.3%, with a 5.9% increase in space and the costs associated with the new David Jones business, with
comparable store costs growing by 3.4%. Other operating costs were also impacted by the David Jones launch, increasing by
16.2%. Adjusted profit before tax grew by 14.6% to R1 255 million and return on sales increased by 0.3% to 17.9%.

FOOD
The Food business continues to perform well with sales growing by 12.1% (11.7% excluding Food Service concessions) and price
movement of 5.7%. Sales in comparable stores grew by 5.8%.

Store costs increased by 12.1% due mainly to an increase of 10.2% in trading space and ongoing store refurbishments. Comparable store costs
grew by 3.7% and other operating costs grew by 8.2%. Adjusted profit before tax grew by 17.4% to R855 million. Return on sales was
maintained at 7.1%, in line with the full year to June 2015.

WOOLWORTHS FINANCIAL SERVICES
Woolworths Financial Services' average debtors book grew by 10.5% and the annualised impairment rate remains unchanged
from December 2014 at 4.8%.

DAVID JONES
David Jones had a strong first half performance with improved merchandising and the expansion of the Group's private label brands
across the chain. Sales (including concession sales) grew by 11.2% on a 26-week basis, well ahead of both the
Australian department store and specialty clothing market. Sales in comparable stores grew by 9.7%. Despite the inclusion this year of July, 
a clearance month, significant once-off costs associated with the launch of private label and other transformation projects, the contribution 
to profit across the Group from David Jones increased by 19.0%.

COUNTRY ROAD GROUP
Sales in Australasia grew by 13.4% and by 0.1% in comparable stores, despite a disappointing performance by Country Road
womenswear. Trading space grew by 16.0%, 14.6% of which is reallocated space within David Jones' existing store footprint and
does not represent additional space to the Group.

Higher markdowns, particularly in Country Road womenswear, resulted in gross profit margin declining by 1.3% to 61.0%. Store
costs increased by 12.2% due to the significant increase in trading space. Operating cost growth was well controlled at 9.1%,
resulting in a 5.3% increase in adjusted profit before tax, to A$60 million, which includes the additional profit from the successful 
launch of Country Road Group brands into David Jones.

OUTLOOK
As a result of the deterioration in the outlook for the global economy, conditions are expected to become more difficult both in
South Africa and Australia. Increasing interest rates in South Africa will add further pressure on the local consumer. Our response
in both markets is to ensure that we offer our customers value and quality across our brands, products and services, as well as focus 
on costs and efficiencies. In the long term, our strategies remain focused on delivering sustainable profit growth in all the markets 
in which we trade.

Trading for the first six weeks in the second half of the financial year has been in line with that of the first half.

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 AND COMPANY
SECRETARY
The Board appointed Gail Kelly, an Australian national, as an Independent Non-Executive Director with effect from 1 October 2015.
Gail has also been appointed to the Nominations, Remuneration, Risk and Compliance, and Sustainability committees.

Mike Leeming retired as a director of the company and chairman of the Audit Committee at the conclusion of the 2015 Annual General
Meeting on 30 November 2015. Hubert Brody assumed the role of chairman of the Audit Committee on the same date. The Board
expresses its gratitude to Mike for the significant contribution he has made to the company and wishes him well in his retirement.

Thobeka Sishuba resigned as Company Secretary with effect from 31 January 2016 and Ralph Buddle has been appointed Interim
Company Secretary with effect from 10 February 2016 until such time as a permanent appointment is made.

S N Susman                                    I Moir
Chairman                                      Group Chief Executive Officer
Cape Town, 10 February 2016

DIVIDEND DECLARATION AND SCRIP DISTRIBUTION ALTERNATIVE
Notice is hereby given that the board of directors have declared an interim gross cash dividend ("dividend") of 133.0 cents (113.05 cents
net of dividend withholding tax) per ordinary share for the 26 weeks ended 27 December 2015. The dividend has been declared from
income reserves and therefore does not constitute a distribution of "contributed tax capital" as defined in the Income Tax Act, 58 of
1962. A dividend withholding tax of 15% will be applicable to all shareholders who are not exempt.

As an alternative, shareholders will be entitled, in respect of all or part of their shareholding, to elect to receive a capitalisation issue
alternative ("Scrip Distribution") for the 26 weeks ended 27 December 2015, by way of issue of fully paid company ordinary shares of
no par value payable to ordinary shareholders recorded in the register of the company at the close of business on the record date,
being Friday, 4 March 2016. If no election is made, the cash dividend will be paid. The issue of the new ordinary shares pursuant to the
Scrip Distribution will be effected from the company's income reserves.

The number of new ordinary shares to which ordinary shareholders participating in the Scrip Distribution will become entitled will
be determined in the ratio that 133.0 cents multiplied by a factor of 1.015 bears to the volume-weighted average price ("VWAP") of
the ordinary shares on the JSE during the 5-day trading period ending on 18 February 2016. Details of the ratio in relation to the Scrip
Distribution will be released on the Stock Exchange News Service by no later than 11h00 on Friday, 19 February 2016.

Where the Scrip Distribution results in a fraction of a new WHL ordinary share, such fraction will be rounded up to the nearest whole
number where the fraction is greater than or equal to 0.5 and rounded down to the nearest whole number where the fraction is less
than 0.5.

A circular setting out, inter alia, the terms of the dividend and the Scrip Distribution, together with a form of election, will be posted to WHL ordinary
shareholders on or about Friday, 12 February 2016.

The issued share capital at the declaration date is 1 042 438 070 ordinary shares.

The salient dates for the dividend will be as follows:

Circular and form of election posted to shareholders   Friday, 12 February 2016   
Last day of trade to receive a dividend                Friday, 26 February 2016   
Shares commence trading "ex" dividend                  Monday, 29 February 2016   
Last day to elect to receive the Scrip Distribution in 
lieu of the dividend by 12:00                              Friday, 4 March 2016       
Record date                                                Friday, 4 March 2016       
Payment date                                               Monday, 7 March 2016       

Share certificates may not be dematerialised or rematerialised between Monday, 29 February 2016 and Friday,
4 March 2016, both days inclusive. Ordinary shareholders who hold dematerialised shares will have their accounts at their
CSDP or broker credited or updated on Monday, 7 March 2016. Where applicable, dividends in respect of certificated shares
will be transferred electronically to shareholders' bank accounts on the payment date. In the absence of specific mandates,
dividend cheques will be posted to shareholders.

Ralph Buddle
Interim Company Secretary
Cape Town, 10 February 2016

INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME

 52 weeks                                                                                                  26 weeks   26 weeks
to 28 Jun                                                                                                 to 27 Dec  to 28 Dec
     2015                                                                                                      2015       2014        %
       Rm                                                                                          Notes         Rm         Rm   change
   58 069     Revenue                                                                                        32 939     28 460     15.7
   61 970     Turnover and concession sales                                                                  35 458     30 283     17.1
  (5 464)     Concession sales                                                                              (3 447)    (2 559)     34.7
   56 506     Turnover                                                                                       32 011     27 724     15.5
   33 356     Cost of sales                                                                                  18 821     16 243     15.9
   23 150     Gross profit                                                                                   13 190     11 481     14.9
    1 447     Other revenue                                                                                     907        652     39.1
   19 010     Expenses                                                                                       10 265      9 119     12.6
   13 511     Store costs                                                                                     7 438      6 365     16.9
    5 499     Other operating costs                                                                           2 827      2 754      2.7

    5 587     Operating profit                                                                                3 832      3 014     27.1
      116     Investment income                                                                                  21         84   (75.0)
    1 494     Finance costs         615        887   (30.7)
    4 209     Profit before earnings from joint ventures and associate                                        3 238      2 211     46.4
      221     Earnings from joint ventures                                                                      129        119      8.4
        2     Earnings from associate                   1          1        -
    4 432     Profit before tax                                                                               3 368      2 331     44.5
    1 312     Tax                                                                                               939        684     37.3
    3 120     Profit for the period                       2 429      1 647     47.5
              Other comprehensive income:
              Amounts that may be reclassified to profit or loss
      225     Net fair value adjustments on financial instruments, after tax                                    206        340
  (1 150)     Exchange differences on translation of foreign subsidiaries                                     3 543    (921)
              Amounts that may not be reclassified to profit or loss
      (6)     Post-retirement medical benefit liability-actuarial loss, after tax                                 -          -
    (931)     Other comprehensive income for the period                                                       3 749      (581)
    2 189     Total comprehensive income for the period                                           6 178      1 066
    3 120     Profit attributable to:                                                                         2 429      1 647
    3 116     Shareholders of the parent                                                                      2 422      1 645
        4     Non-controlling interests                            7          2
    2 189     Total comprehensive income attributable to:                                                     6 178      1 066
    2 180     Shareholders of the parent                                                                      6 163      1 058
        9     Non-controlling interests        15          8

              Reconciliation of headline earnings
    3 116     Earnings attributable to shareholders of the parent                                             2 422      1 645     47.2
       99     BEE preference dividend                                                                             -         60  (100.0)
    3 017     Basic earnings                                                       2 422      1 585     52.8
              Loss on disposal of property, plant and equipment, intangible assets and investment
       19     properties                                                                                          6          2
        -     Profit on disposal of associate                  (7)          -
      384     Net impairment of property, plant and equipment and intangible assets                               1        116
    (113)     Tax impact of adjustments                                                                         (2)       (33)
    3 307     Headline earnings                                                                               2 420      1 670     44.9
     (29)     Unrealised foreign exchange gains                                                                (21)       (36)
      258     Transaction costs                                                                                   -        260
       67     Integration and restructuring costs                                                                 8         47
      164     Non-recurring finance costs                                                                         -        164
     (16)     Tax impact of adjustments                                                                           4        (8)
    3 751     Adjusted headline earnings                                                                      2 411      2 097     15.0
    337.3     Earnings per share (cents)                                                               2      253.7      184.2     37.7
    369.7     Headline earnings per share (cents)                                                             253.5      194.1     30.6
    419.4     Adjusted headline earnings per share (cents)                                                    252.6      243.8      3.6
    334.9     Diluted earnings per share (cents)                                                       2      252.0      182.6     38.0
    367.1     Diluted headline earnings per share (cents)                                                     251.7      192.4     30.8
    416.4     Adjusted diluted headline earnings per share (cents)                                            250.8      241.5      3.9
    930.3     Number of shares in issue (millions)                                                            956.3      928.0      3.0
    894.4     Weighted average number of shares in issue (millions)                                           954.5      860.3     10.9

INTERIM GROUP STATEMENT OF FINANCIAL POSITION

At 28 Jun                                           At 27 Dec    At 28 Dec
     2015                                                                                                             2015         2014
       Rm                                                                                                 Notes         Rm           Rm
              ASSETS                            
   33 174     Non-current assets                                                                                    38 356       33 086
   14 430     Property, plant and equipment                                                                   3     16 878       13 679
       78     Investment properties                                                                           3         78           79
   15 700     Intangible assets                                                                               3     18 505       16 562
        3     Investment in associate                                                                                    -            2
      891     Investment in joint ventures                                                                             957          864
       19     Participation in export partnerships                                                                      15           24
       76     Fair value lease adjustment                                                                               86           83
       55     Other loans                                                                                               44        74
       82     Derivative financial instruments                                                                6        171           47
    1 840     Deferred tax                                                                                           1 622        1 672
    8 251     Current assets                                                                                        11 723       10 852
    5 881     Inventories                                                                                            7 299        5 676
    1 051     Trade and other receivables                                                                            1 501        1 729
      219     Derivative financial instruments                                                                6        530          267
      209     Tax                                                                                                      868          415
      891     Cash and cash equivalents                                                                              1 525        2 765
       30     Non-current assets held for sale         3         30            -
   41 455     TOTAL ASSETS                                                                                          50 109       43 938
              EQUITY AND LIABILITIES                            
   14 297     TOTAL EQUITY                                                                                          19 078       14 027
   14 251     Equity attributable to shareholders of the parent                                                     19 017       13 982
       46     Non-controlling interests                                                                                 61           45
   18 072     Non-current liabilities                                                                               18 738       19 599
   14 922     Interest-bearing borrowings                                                                           15 552       16 315
    2 037     Operating lease accrual and fair value lease adjustment                                                2 129        2 106
      374     Post-retirement medical benefit liability                                                                385          359
      197     Provisions                                                                                               380          282
       26     Derivative financial instruments                                                                6          4           29
      516     Deferred tax                                                                                             288          508
    9 086     Current liabilities                                                                                   12 293       10 312
    7 699     Trade and other payables                                                                               9 741        8 407
      738     Provisions                                                                                             1 004          655
      122     Operating lease accrual and fair value lease adjustment                                                  141           80
       72     Derivative financial instruments                                                                6         84           52
      259     Tax                                                                                                      925        593
      196     Interest-bearing borrowings                                                                              398          525
                            
   27 158     TOTAL LIABILITIES                                                                                     31 031       29 911
   41 455     TOTAL EQUITY AND LIABILITIES                             50 109       43 938
    1 532     Net asset book value - per share (cents)                                                               1 989        1 507
              GROUP ANALYSIS                            
   41 455     Total assets                                                                                          50 109       43 938
   10 812     Woolworths*                                                                                           12 976       10 514
   24 139     David Jones                                                                                           29 064       27 763
    5 619     Country Road Group                                                                                     7 023        4 477
      885     Woolworths Financial Services                                                                            951          858
        -     Treasury                                                                                                  95          326
    5 881     Inventories                                                                                            7 299        5 676
    2 912     Woolworths*                                                                                            3 277        2 860
    1 864     David Jones                                                                                            2 542        1 746
    1 105     Country Road Group                                                                                     1 480        1 070
   27 158     Total liabilities                                                                                     31 031       29 911
    5 216     Woolworths*                                                                                            6 945        5 987
    5 229     David Jones                                                                                            6 625    5 836
    1 834     Country Road Group                                                                                     2 071        1 833
   14 879     Treasury                                                                                              15 390       16 255
    3 636     Approved capital commitments                                                                           2 113        2 303
    2 032     Woolworths*                                                                                            1 105          933
    1 017     David Jones                                                                                              642          718
      587     Country Road Group         366          652

*Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.

INTERIM GROUP STATEMENT OF CASH FLOWS

 52 weeks                                                                                                         26 weeks     26 weeks
to 28 Jun             to 27 Dec    to 28 Dec
     2015                                                                                                             2015         2014
       Rm                                                                                                 Notes         Rm           Rm
              Cash flow from operating activities
    8 016     Cash inflow from trading                                                                           5 118        4 053
    (657)     Working capital movements                                                                              (117)        (202)
    7 359     Cash generated by operating activities                                                                 5 001        3 851
      160     Interest income                                                                                      20           84
  (1 190)     Finance costs paid                                                                                     (592)        (625)
  (1 199)     Tax paid                                                                                               (962)        (728)
    5 130     Cash generated by operations                                                                           3 467        2 582
      129     Dividends received from joint ventures                                                                    63           55
        -     Dividends received from associate                                                                          7            -
  (2 047)     Dividends to ordinary shareholders                                                                   (1 442)      (1 148)
     (99)     Dividends to preference shareholders                                                                       -         (61)
    3 113     Net cash inflow from operating activities                                                              2 095        1 428
    Cash flow from investing activities
              Net investment in property, plant and equipment, intangible assets and investment
  (2 828)     properties                                                                                           (1 432)      (1 110)
 (21 447)     Acquisition of subsidiary, net of cash acquired                                                            -     (21 447)
  (2 153)     Acquisition of non-controlling interests                                                                   -      (2 153)
     (68)     Acquisition of franchise operations                                                                        -         (68)
       69     Other                                                                                                     15           38
 (26 427)     Net cash outflow from investing activities                                                           (1 417)     (24 740)
              Cash flow from financing activities
    (308)     Settlement of share-based payments through share purchase                                       4       (25)        (270)
      (2)     Share purchase costs                                                           -          (1)
    9 984     Rights issue proceeds                                                                           4          -        9 984
     (15)     Finance lease payments                                                                                   (5)         (36)
   15 364     Long-term borrowings raised                                                                 295       16 019
   10 044     Short-term borrowings raised                                                                               -       11 282
 (11 876)     Borrowings repaid                                                                                      (412)     (11 870)
    (598)     Costs associated with debt and equity raising                                                              -        (592)
   22 593     Net cash (outflow)/inflow from financing activities                                                    (147)       24 516
    (721)     Increase/(decrease) in cash and cash equivalents                                                         531        1 204
    1 666     Net cash and cash equivalents at the beginning of the period                                             891        1 666
     (54)     Effect of foreign exchange rate changes                                                                  103        (105)
      891     Net cash and cash equivalents at the end of the period                                                 1 525        2 765
              GROUP ANALYSIS
    8 016     Cash inflow from trading                                                                               5 118        4 053
    5 168     Woolworths                                                                                             3 063        2 148
    1 784     David Jones                                                                                            1 458        1 264
    1 064     Country Road Group                                                                                       597          641
              Additions to property, plant and equipment, intangible assets
    2 891     and investment properties (gross)                                                                      1 305       25 663
    1 422     Woolworths                                                                          709          632
      504     David Jones                                                                                              375       24 750
      965     Country Road Group                                                                                       221          281

INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
  
    Total                                                               Share-                  Total    Share-                   Total
 52 weeks                                                              holders        Non-   26 weeks   holders         Non-   26 weeks
to 28 Jun                                                               of the controlling  to 27 Dec    of the  controlling  to 28 Dec
     2015                                                               parent   interests       2015    parent    interests       2014
       Rm                                                      Notes        Rm          Rm         Rm        Rm           Rm         Rm
              Shareholders' interest at  
    6 952     the beginning of the period      14 251          46     14 297     6 629          323      6 952
              Movements for the period:  
    3 120     Profit for the period                                      2 422           7      2 429     1 645            2      1 647
    (931)     Other comprehensive income                                 3 741           8      3 749     (587)            6      (581)
              Total comprehensive income for  
    2 189     the period                                                 6 163          15      6 178     1 058            8      1 066
   10 124     Shares issued                                       4      2 545           -      2 545     9 984            -      9 984
    (421)     Rights issue costs                                  4          -           -          -     (399)            -      (399)
              Settlement of share-based  
    (308)     payments through share purchase                     4       (25)           -       (25)     (270)            -      (270)
      (2)     Share purchase costs                                           -           -          -       (1)            -        (1)
              Settlement of share-based  
    (140)     payments through share issue                        4    (2 545)           -    (2 545)         -            -          -
      202     Share-based payments                                          70           -         70        57            -         57
  (2 146)     Dividends to shareholders                                (1 442)           -    (1 442)   (1 209)            -    (1 209)
              Acquisition of non-controlling  
  (2 153)     interests                                                      -           -          -   (1 867)        (286)    (2 153)
              Shareholders' interest at  
   14 297     the end of the period                                     19 017          61     19 078    13 982           45     14 027
    247.0     Dividend per ordinary share (cents)                                               133.0                              96.5
      1.4     Dividend cover (based on headline earnings)                                         1.9                               1.9
     96.5     Dividend per preference share (cents)                                                 -                              96.5

SEGMENTAL ANALYSIS

 52 weeks                                                                                              26 weeks     26 weeks
to 28 Jun                                                                                             to 27 Dec    to 28 Dec
     2015                                                                                                  2015         2014          %
       Rm                                                                         Notes          Rm           Rm     change
              Revenue
   56 506     Turnover                                                                                   32 011       27 724       15.5
   12 499     Woolworths Clothing and General Merchandise                                                 6 994        6 218    12.5
   22 352     Woolworths Food                                                                            12 102       10 836       11.7
      444     Woolworths Logistics                                                                          248          219       13.2
   12 130     David Jones                                                                                 7 550        5 964       26.6
    9 081     Country Road Group                                                                          5 117        4 487       14.0

    1 563     Other revenue and investment income                                                           928          736       26.1
       19     Woolworths Clothing and General Merchandise                                                    11            9       22.2
       93     Woolworths Food                                                                                56           42       33.3
    1 512     David Jones                                                                                   985          666       47.9
       39     Country Road Group       19           17       11.8
      100     Treasury                                                                                       16           76     (78.9)
    (200)     Intragroup                                                                          9       (159)         (74)       amp;gt;100

   58 069     Total group               32 939       28 460       15.7
              Gross profit
    5 925     Woolworths Clothing and General Merchandise                                                 3 362        2 940       14.4
    5 754     Woolworths Food                                                                             3 071        2 734       12.3
    5 773     David Jones                                                   3 544        2 938       20.6
    5 537     Country Road Group                                                                          3 126        2 789       12.1
      161     Intragroup                                                                          9          87           80        8.8
   23 150     Total group                                                          13 190       11 481       14.9
              Profit before tax - adjusted
    2 095     Woolworths Clothing and General Merchandise                                                 1 255        1 095       14.6
    1 580     Woolworths Food                                                                               855          728       17.4
      221     Woolworths Financial Services                                                                 129          119        8.4
    1 492     David Jones                                                                                 1 076          999        7.7
    1 042     Country Road Group                                                                            622          549       13.3
  (1 160)     Treasury                                                                                    (582)        (610)      (4.6)
    5 270     Total group - adjusted                                                                      3 355        2 880       16.5
    (838)     Adjustments                                                                                    13        (549)
       29     Unrealised foreign exchange gains                                                              21           36
    (258)     Transaction costs                                                                               -        (260)
     (67)     Integration and restructuring costs                                                           (8)         (47)
    (164)     Non-recurring finance costs                                                                     -        (164)
    (378)     Impairment of property, plant and equipment and intangible assets                               -        (114)

    4 432     Profit before tax                                                                           3 368        2 331       44.5

NOTES
1.   BASIS OF PREPARATION
     These interim Group financial statements comply with IAS 34 Interim Financial Reporting.

     Accounting policies used in the interim Group financial statements are consistent with the prior period, except for the
     changes in accounting policy disclosed in note 5, and are the same as those used to prepare the 28 June 2015 Group
     Annual Financial Statements. They have been prepared in compliance with International Financial Reporting Standards (IFRS)
     and interpretations adopted by the International Accounting Standards Board (IASB), South African Institute of Chartered
     Accountants (SAICA), Financial Reporting Standards Committee (FRSC) and the Companies Act of South Africa. The interim
     Group financial statements have been prepared under the supervision of the Group's Finance Director, Reeza Isaacs CA(SA)
     and are the full responsibility of the directors.

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 (refer to note 4).

3.   PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND INVESTMENT
     PROPERTIES
     The Group acquired property, plant and equipment at a fair value of R1 041 million (2014: R11 424 million) and acquired
     intangible assets at a fair value of R264 million (2014: R14 600 million including goodwill and brands).

     Two fixed properties, amounting to R30 million, previously disclosed under property, plant and equipment (within the
     Woolworths segment) have been reclassified as non-current assets held for sale. These properties are subject to
     suspensive conditions under sale agreements. The directors consider the conclusion of the sales to be highly probable.
     At period end, these properties are recognised at the lower of their carrying amounts and fair value, less costs to sell.
     No depreciation has been recognised on these properties.

4.   ISSUE AND PURCHASE OF SHARES
     24 361 954 ordinary shares at a net cost of R2 414 million were issued and allocated to employees in terms of the Group's
     Black Economic Empowerment Employee Share Ownership Scheme, which reached maturity on 30 June 2015.

     1 499 258 (2014: 3 054 442) ordinary shares at a net cost of R131 million (2014: R241 million) were issued and allocated to
     employees in terms of the Group's share incentive schemes.

     256 743 (2014: 408 701) ordinary shares totalling R25 million (2014: R30 million) were purchased from the market by
     Woolworths Proprietary Limited and are held as treasury shares by the Group. 350 014 (2014: 1 038 174) ordinary shares
     totalling R15 million (2014: R22 million) were allocated to employees in terms of the Group's Restricted Share Plan.

     In the prior period, 167 803 572 ordinary shares totalling R9 984 million were issued by way of a rights issue
     on 2 October 2014. Rights issue costs of R399 million were charged to equity.

5.   CHANGE IN ACCOUNTING POLICY
     The adoption of certain new standards, which became effective in the current period, has resulted in minor changes
     to accounting policies and disclosure, none of which have a material impact on the financial position or performance
     of the Group.

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS
     The carrying value of trade and other receivables, trade and other payables and borrowings approximate their fair
     values.

     In terms of IFRS 13: Fair value measurement, the Group's derivative financial instruments are measured at fair value and
     determined to be level two under the fair value hierarchy using inputs that are observable for the asset or liability, either
     directly or indirectly.

7.   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.

8.   BORROWING FACILITIES
     Unutilised banking and debt facilities amount to R7 966 million (2014: R5 174 million). In terms of the Memorandum of
     Incorporation, the Group has unlimited borrowing powers.

9.   RELATED PARTY TRANSACTIONS
     The Group entered into related party transactions, the substance of which is similar to those explained in the Group's 2015
     Annual Financial Statements. Intragroup adjustments relate to the sale of concession goods between segments and supply
     chain distribution adjustments.

10.  EVENTS SUBSEQUENT TO THE REPORTING DATE
     On 31 December 2015, the Group concluded terms to acquire the remaining 49% shareholding in Woolworths (Kenya)
     Proprietary Limited not already owned by the Group for a total cash consideration of R87 million.

11.  APPROVAL OF INTERIM GROUP FINANCIAL STATEMENTS
     The interim Group financial statements were approved by the board of directors on 10 February 2016.

12.  AUDIT OPINION
     These interim Group financial statements have not been reviewed or audited.

DIRECTORATE AND STATUTORY INFORMATION
Non-executive directors
Simon Susman (Chairman), Patrick Allaway (Australian), Peter Bacon (British), Zarina Bassa,
Tom Boardman (Lead Independent Director), Hubert Brody, Andrew Higginson (British),
Gail Kelly (Australian), Nombulelo Moholi, Lord Rose (British), Thina Siwendu

Executive directors
Ian Moir (Group Chief Executive Officer) (Australian), Reeza Isaacs, Sam Ngumeni, Zyda Rylands

Interim Company Secretary
Ralph Buddle

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

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

Date: 11/02/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.
Source: JSE Securities Exchange - SENS
 
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