2017/02/16
WHLE - WOOLWORTHS HOLDINGS LIMITED - Unaudited interim group results 25 December 2016, cash dividend declaration and changes to the board of Directors [JSE Securities Exchange - SENS]
 
Unaudited interim group results 25 December 2016, cash dividend declaration and changes to the board of Directors

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 25 DECEMBER 2016,
CASH DIVIDEND DECLARATION AND CHANGES TO THE BOARD OF DIRECTORS

HIGHLIGHTS
TURNOVER AND CONCESSION SALES:                                      +6.7%
EARNINGS PER SHARE                                                  +36.0%
HEADLINE EARNINGS PER SHARE:                                        -4.3%
ADJUSTED DILUTED HEADLINE EARNINGS PER SHARE:                       -2.4%
INTERIM DIVIDEND PER SHARE:                                         Maintained at 133.0 cents
RETURN ON EQUITY:                                                   22.8%

COMMENTARY

Group sales increased by 6.7% to R37.8 billion despite difficult trading conditions in both South Africa
and Australia. Earnings per share increased by 36.0%, which includes the A$172 million (R1 762 million) 
profit on disposal by David Jones of its Market Street property in Sydney. Adjusted diluted HEPS 
declined by 2.4%.

WOOLWORTHS
CLOTHING AND GENERAL MERCHANDISE
Clothing and General Merchandise sales grew by 3.5%, a good result in a tough and promotional
market. Price movement was held to 7.3%, despite the impact of a weaker rand on imported product.
Comparable sales grew by 1.2%.

Gross margin declined by 0.4% to 47.7%, impacted by the higher promotional activity. Store costs
increased by 9.7% and comparable store costs increased by 2.4%. 2.9% of additional space was
added. Other operating costs increased by 1.4%. Adjusted profit before tax declined by 
4.8% to R1 195 million.

FOOD
Food sales grew by 9.5%, with comparable sales up 5.6%. Price movement of 9.2% remains high due
to the impact of the drought. We continue to grow ahead of the market.

Gross margin decreased by 0.4% to 25.0% as a result of our investment in lower prices and increased
levels of promotion. Store costs increased by 10.3% and comparable store costs increased by 4.7%.
7.9% of additional space was added. Other operating costs were 2.5% up on last year. Adjusted profit
before tax increased by 7.5% to R919 million.

WOOLWORTHS FINANCIAL SERVICES (WFS)
Woolworths Financial Services grew its debtors book by 1.6% on an average year-on-year basis. The
annualised impairment rate for the six months ended 31 December 2016 was 5.9% (31 December
2015: 4.8%). Profit after tax increased by 3.9%.

DAVID JONES
David Jones' sales grew by 4.0% and comparable sales by 0.5% (in A$) after adjusting for the timing
of the Boxing Day sale(a material event), which falls into the second half of this financial year, 
as well as by last year's termination of the Dick Smith electronics concession. This negatively 
impacted sales growth by 2.7% and 1.6% respectively.

Gross profit margin improved by 0.8% to 39.5%. Costs were well controlled, with total expenses
increasing by 1.1%. Adjusted profit before tax increased by 2.9% to A$105 million.

COUNTRY ROAD GROUP
Country Road Group sales were 0.9% lower than the prior period after adjusting for the Boxing Day 
sale and the inclusion of sales from the new acquisition Politix, which affected sales growth 
by -1.1% and +1.8% respectively. Sales performance was impacted by high levels of promotional 
activity in the market.

Higher markdowns and promotions resulted in gross profit margin declining by 0.4% to 60.6%, while
costs were well controlled, increasing by 2.3%. Adjusted profit before tax declined by 16.7% to 
A$50 million.

The acquisition of Politix complements our portfolio of iconic brands in Country Road and provides 
opportunity to extend the brand into David Jones.

OUTLOOK
Economic and market conditions are expected to remain difficult into the second half of the financial
year. The environment in both markets is expected to continue to be highly promotionally driven.
We expect growth for the Group in the second half in each market to be in line with the growth in 
the first half.

David Jones is continuing on its transformational journey with good progress being made on our key
transformational initiatives. 

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

CHANGES TO THE BOARD OF DIRECTORS 
The Board advises that Thina Siwendu, an independent non-executive director and Chairman of the 
Social and Ethics Committee, has resigned from the Board with effect from 15 February 2017. 
Her resignation follows her appointment as a full-time judge of the Gauteng Local Division of 
the High Court, Johannesburg.
                                                                                                         
The Board expresses its deep gratitude to Thina for her significant contribution, particularly 
for her instrumental role as Chairman of the Social and Ethics Committee. In this capacity, Thina 
steered the evolution of the committee as it evolved to oversee and contribute to the Group's 
corporate citizenship credentials. She did this in a very personal and pragmatic manner. We wish 
her great success with her new responsibilities.
 
Nombulelo Moholi, an independent non-executive director, will assume the role of Chairman of the 
Social and Ethics Committee. 

S N Susman                          I Moir
Chairman                            Group Chief Executive Officer
Cape Town, 15 February 2017

DIVIDEND DECLARATION
Notice is hereby given that the Board of Directors have declared an interim gross cash dividend per
ordinary share (dividend) of 133.0 cents (113.05 cents net of dividend withholding tax), for the 26
weeks ended 25 December 2016, thereby maintaining the dividend as per the prior period. 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.

The issued share capital at the declaration date is 1 047 355 308 ordinary shares.

The salient dates for the dividend will be as follows:
Last day of trade to receive a dividend                Tuesday, 7 March 2017
Shares commence trading "ex" dividend                    Wednesday, 8 March 2017
Record date                                                 Friday, 10 March 2017
Payment date                                                Monday, 13 March 2017


Share certificates may not be dematerialised or rematerialised between Wednesday, 8 March 2017
and Friday, 10 March 2017, both days inclusive. Ordinary shareholders who hold dematerialised shares
will have their accounts at their CSDP or broker credited or updated on Monday, 13 March 2017. 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.

Chantel Reddiar
Group Company Secretary
Cape Town, 15 February 2017

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

Group Company Secretary
Chantel Reddiar

Share code
WHL

ISIN
ZAE000063863

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

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
15 Biermann Avenue, Rosebank, 2196

INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME

 52 weeks                                                                                   26 weeks       26 weeks
to 26 Jun                                       to 25 Dec      to 27 Dec
     2016                                                                                       2016           2015          %
       Rm                                                                         Notes           Rm             Rm     change
   66 978      Revenue            35 262         32 939        7.1
   72 137      Turnover and concession sales                                                  37 819         35 458        6.7
  (7 133)      Concession sales                                                              (3 586)        (3 447)        4.0
   65 004      Turnover                                                                       34 233        32 011        6.9
   38 618      Cost of sales                                                                  20 329         18 821        8.0
   26 386      Gross profit                                                                   13 904         13 190        5.4
    1 926      Other revenue                                                                     988            907        8.9
   21 343      Expenses                                                                       11 182         10 265        8.9
   15 640      Store costs                                                                     8 167          7 438        9.8
    5 703      Other operating costs                                                           3 015          2 827        6.7
    6 969      Operating profit                                                                3 710          3 832      (3.2)
        -      Profit on sale of property, net of impairment                                   1 420              -          -
        -      Profit on sale of property                                                      1 762              -          -
        -      Impairment due to sale of property                                                342              -          -
       48      Investment income                                                                  41             21       95.2
    1 234      Finance costs                                                                     660            615        7.3
    5 783      Profit before earnings from joint ventures and associate                        4 511          3 238       39.3
      249      Earnings from joint ventures                                                      134            129        3.9
        1      Earnings from associate                                                             -              1    (100.0)
    6 033      Profit before tax                          4 645          3 368       37.9
    1 680      Tax                                                                             1 328            939       41.4
    4 353      Profit for the period                                                           3 317          2 429       36.6
               Other comprehensive income:
               Amounts that may be reclassified to profit or loss
    (104)      Fair value adjustments on financial instruments, after tax                      (140)           206
    3 748      Exchange differences on translation of foreign subsidiaries                   (2 363)         3 543
               Amounts that may not be reclassified to profit or loss
        7      Post-retirement medical benefit liability - actuarial gain, after tax               -             -
    3 651      Other comprehensive income for the period                                     (2 503)         3 749
    8 004      Total comprehensive income for the period                                         814         6 178
    4 353      Profit attributable to:                                                         3 317         2 429
    4 344      Shareholders of the parent                                                      3 315         2 422
        9      Non-controlling interests                                                           2             7
    8 004      Total comprehensive income attributable to:                                       814         6 178
    7 988      Shareholders of the parent                       813         6 163
       16      Non-controlling interests                                                           1            15
               Reconciliation of headline earnings
    4 344      Basic earnings attributable to shareholders of the parent                       3 315          2 422       36.9
               Net (profit)/loss on disposal of property, plant and equipment
       22      and intangible assets                                                         (1 758)              6
      (7)      Profit on disposal of associate                                                     -            (7)
        7      Impairment of property, plant and equipment and intangible assets                 350              1
      (8)      Tax impact of adjustments                                                         423            (2)
    4 358      Headline earnings                                                               2 330          2 420      (3.7)
       13      Unrealised foreign exchange (gains)/losses                                        (6)           (21)
        -      Transaction and swap close-out costs                 52              8
      (4)      Tax impact of adjustments                                                        (11)              4
    4 367      Adjusted headline earnings                                                      2 365          2 411      (1.9)
    454.2      Earnings per share (cents)                                             2        345.1          253.7       36.0
    455.6      Headline earnings per share (cents)                                             242.6          253.5      (4.3)
    456.6      Adjusted headline earnings per share (cents)                                    246.2          252.6      (2.5)
    451.0      Diluted earnings per share (cents)                                     2        343.3          252.0       36.2
    452.5      Diluted headline earnings per share (cents)                                     241.3          251.7      (4.1)
    453.4      Adjusted diluted headline earnings per share (cents)                            244.9          250.8      (2.4)
    960.1      Number of shares in issue (millions)                                            961.1          956.3        0.5
    956.5      Weighted average number of shares in issue (millions)                           960.5          954.5        0.6

INTERIM GROUP STATEMENT OF FINANCIAL POSITION
         At                                                                                                    At              At
    26 June                                                                                                25 Dec          27 Dec
       2016                                                                                                  2016            2015
         Rm                                                                                   Notes            Rm              Rm
                 ASSETS
     37 001      Non-current assets                                                                        34 346        38 356
     15 324      Property, plant and equipment                                                    3        13 814          16 878
         78      Investment properties                                                            3            78              78
     18 965      Intangible assets                                                                3        17 891          18 505
        978      Investment in joint ventures                                                               1 025             957
          8      Participation in export partnerships                                                           6              15
         83      Fair value lease adjustment                                                                   71              86
    41      Other loans                                                                                   38              44
         72      Derivative financial instruments                                                 6            21             171
      1 452      Deferred tax                                                                               1 402           1 622
     10 340      Current assets                                                                            13 313          11 723
      7 117      Inventories                                                                                7 999           7 299
      1 312      Trade and other receivables                                                                1 552           1 501
         90      Derivative financial instruments                                                 6           100             530
        296      Tax                                                                                          937             868
      1 525      Cash and cash equivalents                                                                  2 725           1 525
      2 049      Non-current assets held for sale                                                 3             -              30
     49 390      TOTAL ASSETS                                                                              47 659          50 109
                 EQUITY AND LIABILITIES
     19 853      TOTAL EQUITY                                                                              18 959          19 078
     19 826      Equity attributable to shareholders of the parent                                         18 931          19 017
         27      Non-controlling interests                                                                     28              61
     18 559      Non-current liabilities                                                                   14 225          18 738
     15 703      Interest-bearing borrowings                                                               11 578          15 552
      2 264      Operating lease accrual and fair value lease adjustment                                    2 052           2 129
        387      Post-retirement medical benefit liability                                                    398             385
        187      Provisions                                                                                   190             380
         12      Derivative financial instruments                                                 6             -               4
          6      Deferred tax                                                                                   7             288
     10 978      Current liabilities                                                                       14 475          12 293
      9 107      Trade and other payables                                                                   9 473           9 741
        863      Provisions                                                                                   801           1 004
        135      Operating lease accrual and fair value lease adjustment                                       64             141
        265      Derivative financial instruments                                                 6           148              84
        393      Tax                                                                                        1 387             925
        215      Overdrafts and interest-bearing borrowings                                                 2 602             398
     29 537      TOTAL LIABILITIES                                                                         28 700          31 031
     49 390      TOTAL EQUITY AND LIABILITIES                                                              47 659          50 109
      2 065      Net asset book value - per share (cents)                                           1 970           1 989
                 GROUP ANALYSIS
     49 390      Total assets                                                                              47 659          50 109
     11 940      Woolworths*                                                                               13 991          13 024
     29 250      David Jones                                                                25 288          29 064
      7 208      Country Road Group                                                                         7 340           7 023
        971      Woolworths Financial Services                                                              1 018             951
         21      Treasury**                                                          22              47
      7 117      Inventories                                                                                7 999           7 299
      3 279      Woolworths*                                                                                3 728           3 277
      2 345      David Jones                                             2 831           2 542
      1 493      Country Road Group                                                                         1 440           1 480
     29 537      Total liabilities                                                                         28 700          31 031
      5 672      Woolworths*                                   7 023           6 945
      6 534      David Jones                                                                                5 802           6 625
      1 850      Country Road Group                                                                         1 695           2 071
     15 481      Treasury                        14 180          15 390
      3 902      Approved capital commitments                                                               2 023           2 113
      2 066      Woolworths*                                                                                1 008           1 105
      1 330      David Jones                 728             642
        506      Country Road Group                                                                           287             366
*  Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.
** Comparative information has been restated for the change in the composition of reportable segments; consequently R47 million of assets
   previously reported within the Woolworths segments have been reclassified to Treasury.

INTERIM GROUP STATEMENT OF CASH FLOWS

  52 weeks                                                                                                   26 weeks    26 weeks
to 26 June                                                                                                  to 25 Dec   to 27 Dec
      2016                                                                                                       2016        2015
        Rm                                                                                          Notes          Rm          Rm
    
     8 940      Cash inflow from trading                                                                         4 803      5 118   
     (311)      Working capital movements                                                                        (926)      (117)   
     8 629      Cash generated by operating activities                                                           3 877      5 001   
        40      Investment income received                                                                          41         20   
   (1 168)      Finance costs paid                                                                               (655)      (592)   
   (1 536)      Tax paid                                                                                       (1 073)      (962)   
     5 965      Cash generated by operations                                                                     2 190      3 467   
       162      Dividends received from joint ventures                                                              87         63   
         7      Dividends received from associate                                                                    -          7   
   (2 464)      Dividends to ordinary shareholders                                                             (1 733)    (1 442)   
     3 670     Net cash inflow from operating activities                                                          544      2 095   
                Cash flow from investing activities                                                                                 
  (2 829)       Net investment in property, plant and equipment, intangible assets
                and investment properties                                                 (1 228)    (1 432)   
        -       Proceeds on disposal of property                                                                 3 677          -   
        -       Acquisition of subsidiary, net of cash acquired                                        10        (703)          -   
       20       Other                                                      4         15   
  (2 809)       Net cash inflow/(outflow) from investing activities                                              1 750    (1 417)   
                Cash flow from financing activities                                                                                 
     (34)       Settlement of share-based payments through share purchase                               4         (37)       (25)   
      (1)       Share purchase costs                                                                                 -          -   
     (12)       Finance lease payments                                                                             (5)        (5)   
      190       Borrowings raised                                                4 264        295   
    (384)       Borrowings repaid                                                                              (5 315)      (412)   
     (85)       Acquisition of non-controlling interests in subsidiaries                                             -          -   
    (326)       Net cash outflow from financing activities                                             (1 093)      (147)   
      535       Increase in cash and cash equivalents                                                            1 201        531   
      891       Net cash and cash equivalents at the beginning of the period                                     1 497        891   
       71       Effect of foreign exchange rate changes                                                 27        103   
    1 497       Net cash and cash equivalents at the end of the period                                           2 725      1 525   
                GROUP ANALYSIS                                                                                                      
    8 629       Cash generated by operating activities                                             3 877      5 001   
    4 906       Woolworths                                                                                       2 542      2 701   
    2 508       David Jones                                                                                        857      1 696   
    1 215       Country Road Group                                              478        604   
    2 825       Additions to property, plant and equipment, intangible assets
                and investment properties (gross)                                                                1 900      1 305   
    1 186       Woolworths                                                                                         654        709   
    1 093       David Jones                                                                                        345        375   
      546       Country Road Group                                                                                 901        221   


INTERIM GROUP STATEMENT OF CHANGES IN EQUITY

     Total                                                             Total                                Total
  52 weeks                                  Share-         Non-     26 weeks        Share-         Non-    26 weeks
to 26 June                              holders of  controlling    to 25 Dec    holders of  controlling   to 27 Dec
      2016                              the parent    interests         2016    the parent    interests        2015
        Rm                   Notes          Rm           Rm           Rm            Rm           Rm          Rm
    
              Shareholders'
              interest at the
              beginning
    14 297    of the period                 19 826           27       19 853        14 251           46      14 297
              Movements for
              the period:
     4 353    Profit for the period    3 315            2        3 317         2 422            7       2 429
              Other comprehensive
     3 651    income                       (2 502)          (1)      (2 503)        3 741             8       3 749
              Total comprehensive
     8 004    income for the period            813            1          814         6 163           15       6 178
              Shares issued, net
     2 849    of costs               4         104            -          104         2 545            -       2 545
              Share-based payments,
              including settlements
   (2 534)    and costs              4        (79)            -         (79)       (2 500)            -     (2 500)
              Dividends to
   (2 716)    shareholders                 (1 733)            -      (1 733)       (1 442)            -     (1 442)
              Acquisition of
              non-controlling
      (47)   interests                           -            -            -             -            -           -
              Shareholders' interest
    19 853    at the end of the period      18 931           28       18 959        19 017           61      19 078
    
              Dividend per ordinary
     313.0    share (cents)                                            133.0                                  133.0
              Dividend cover (based
      1.45    on headline earnings)                                     1.80                                   1.90

INTERIM SEGMENTAL ANALYSIS

  52 weeks                                                           26 weeks     26 weeks
to 26 June                                                          to 25 Dec    to 27 Dec
      2016                                                               2016         2015          %
        Rm                                                  Notes          Rm           Rm     change
               REVENUE
    65 004     Turnover                                                34 233       32 011        6.9
    13 701     Woolworths Clothing and General Merchandise              7 238        6 994        3.5
    24 956     Woolworths Food                                         13 256       12 102        9.5
       515     Woolworths Logistics                                       291          248       17.3
    15 185     David Jones          8 018        7 550        6.2
    10 647     Country Road Group                                       5 430        5 117        6.1

     1 974     Other revenue and investment income                      1 029          928       10.9
        27     Woolworths Clothing and General Merchandise                  6          11      (45.5)
       115     Woolworths Food                      58           56        3.6
     2 112     David Jones                                              1 110          985       12.7
        43     Country Road Group                                          19           19          -
        28     Treasury                                                    24           16       50.0
     (351)     Intragroup                   9       (188)        (159)       18.2

    66 978     Total Group                                             35 262       32 939        7.1

               GROSS PROFIT
     6 616     Woolworths Clothing and General Merchandise              3 454        3 362        2.7
     6 370     Woolworths Food                                          3 313        3 071        7.9
     6 902     David Jones                                              3 749        3 544        5.8
     6 313     Country Road Group                                       3 287        3 126        5.2
       185     Intragroup                                       9         101           87       16.1
    26 386     Total Group                                             13 904       13 190        5.4

               PROFIT BEFORE TAX
     2 306     Woolworths Clothing and General Merchandise              1 195        1 255      (4.8)
     1 826     Woolworths Food                                            919          855        7.5
       248     Woolworths Financial Services                              134          129        3.9
     1 814     David Jones             1 078        1 076        0.2
     1 016     Country Road Group                                         517          622     (16.9)
   (1 164)     Treasury                                                 (572)        (582)      (1.7)
     6 046     Total Group-adjusted                                     3 271        3 355      (2.5)

      (13)     Adjustments                      1 374           13
      (13)     Unrealised foreign exchange gains/(losses)                   6           21
        -      Transaction and swap close-out costs                      (52)          (8)
        -      Profit on sale of property                               1 762            -
        -      Impairment due to sale of property                       (342)            -

     6 033     Total Group                                              4 645        3 368       37.9
     2 295     Woolworths Clothing and General Merchandise              1 200        1 274      (5.8)
     1 824     Woolworths Food                                            920          857        7.4
       248     Woolworths Financial Services                              134          129        3.9
     1 814     David Jones                                              2 493        1 068       amp;gt;100
     1 016     Country Road Group                                         498          622     (19.9)
   (1 164)     Treasury                                                 (600)        (582)        3.1

NOTES

1.   STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
     The interim Group financial statements have been prepared in accordance with International Financial Reporting
     Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB), IAS 34: Interim
     Financial Reporting, the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by
     the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council
     (FRSC), the requirements of the Companies Act of South Africa and the JSE Limited Listings Requirements.

     The interim Group financial statements have been prepared under the supervision of the Group Finance Director, Reeza
     Isaacs CA(SA) and are the full responsibility of the directors.

     Accounting policies applied in the preparation of these interim Group financial statements are consistent with those
     applied in the preparation of the Group Annual Financial Statements for the 52-week period ended 26 June 2016, and
     are consistent with the prior period, except for the changes in accounting policy disclosed in note 5. The interim Group
     financial statements have been prepared on the historical cost and going concern bases, except where otherwise
     indicated. The presentation and functional currency is the South African rand, rounded to the nearest million, except
     where otherwise indicated.

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 R976 million (2015: R1 041 million) and acquired
     intangible assets at a fair value of R924 million (2015: R264 million). This included acquisitions related to business
     combinations (refer to note 10).

     The Market Street building in Sydney, Australia, amounting to R2 049 million (A$182.0 million), and previously reclassified
     as a non-current asset held for sale, was disposed of in the period.

4.   ISSUE AND PURCHASE OF SHARES
     1 328 464 (2015: 1 499 258) ordinary shares totalling R104 million (2015: R131 million) were issued and allocated to employees
     in terms of the Group's share incentive schemes.

     432 469 (2015: 256 743) ordinary shares totalling R37 million (2015: R25 million) were purchased from the market by
     Woolworths Proprietary Limited and are held as treasury shares by the Group. 103 152 (2015: 350 014) ordinary shares
     totalling R7 million (2015: R15 million) were allocated to employees in terms of the Group's Restricted Share Plan.

     In the prior period, 24 361 954 ordinary shares totalling 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.

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 R13 089 million (2015: R7 966 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 disclosed in the Group's 2016 Annual
     Financial Statements. Intragroup adjustments relate to the sale of concession goods between segments and
     supply chain distribution adjustments.

10.  ACQUISITION OF POLITIX
     On 7 November 2016, Woolworths Holdings Limited (WHL), through its subsidiary, Country Road Group Proprietary
     Limited (CRG), acquired the net assets of Politix for a total value of R703 million (A$68.0 million). The acquisition was
     funded through internal sources.

     Assets acquired and liabilities assumed
     WHL has measured the identifiable assets and liabilities of Politix at their acquisition-date fair values. The
     provisional values are presented below:
     
                                                    Rm   A$m
     Non-current assets                            280    27
     Property, plant and equipment                  52     5
     Intangible assets                             228    22
     
     Current assets                                 44     5
     Inventories                                    36     4
     Trade and other receivables                     8     1
     
     Non-current liabilities                       7     1
     Fair value lease adjustment                     7     1
     Current liabilities                            29     3
     Trade and other payables                       12     1
     Provisions                                     17     2
     Total identifiable net assets at fair value   288    28
     Goodwill arising on acquisition               415    40
     Cash outflow on acquisition                   703    68
       
     Goodwill of R415 million (A$40.2 million) and the Politix brand amounting to R228 million (A$22.0 million) have been
     recognised. Goodwill represents the value paid in excess of the fair value of net assets and consists largely of
     synergies and economies of scale expected from strategic initiatives. Transaction costs of R19 million (A$1.8 million)
     have been expensed in the current period and are included in other operating costs.

     From the date of acquisition, R97 million of additional revenue and R14 million profit before tax has accrued. Had
     the acquisition been effective from the beginning of the period, the directors consider that, on a pro-forma basis,
     the contribution to revenue and profit before tax for the 26 weeks ended 25 December 2016 would have been a
     further R348 million and R57 million respectively.
     
     As a result of the acquisition, leases were determined to be either favourable or unfavourable in comparison to
     market-related rentals, and accordingly, have been disclosed separately as assets or liabilities on the statement
     of financial position. These will unwind over the duration of the leases through the statement of comprehensive
     income.

     The fair values are provisional and are subject to further review for a period of up to one year from acquisition
     date, and as a result, not all of the required disclosures are contained herein.

     The Australian dollar values have been translated at the closing exchange rate at 7 November 2016 of A$1:R10.3.

11. EVENTS SUBSEQUENT TO THE REPORTING DATE
    No event material to the understanding of these interim Group financial statements has occurred between the
    end of the financial period and the date of approval.

12. APPROVAL OF INTERIM GROUP FINANCIAL STATEMENTS
    The interim Group financial statements were approved by the Board of Directors on 15 February 2017.

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

DIRECTORATE AND STATUTORY INFORMATION
NON-EXECUTIVE DIRECTORS                                  REGISTERED ADDRESS
Simon Susman (Chairman), Patrick Allaway (Australian),   Woolworths House, 93 Longmarket Street,
Peter Bacon (British), Zarina Bassa,                     Cape Town, 8001
Tom Boardman (Lead Independent Director),                PO Box 680, Cape Town, 8000
Hubert Brody, Andrew Higginson (British),
Gail Kelly (Australian), Nombulelo Moholi,               REGISTRATION NUMBER
Lord Rose (British), Thina Siwendu                       1929/001986/06

EXECUTIVE DIRECTORS                                      TAX NUMBER
Ian Moir (Group Chief Executive Officer) (Australian),   9300/149/71/4
Reeza Isaacs, Sam Ngumeni, Zyda Rylands
                                                         JSE SPONSOR
GROUP COMPANY SECRETARY                                  Rand Merchant Bank (A division of FirstRand Bank Limited)
Chantel Reddiar
                                                         TRANSFER SECRETARIES
JSE SHARE CODE                                           Computershare Investor Services Proprietary Limited
WHL                                                      15 Biermann Avenue, Rosebank, 2196

ISIN
ZAE000063863






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