2019/02/21
WHLE - WOOLWORTHS HOLDINGS LIMITED - Formatting correction: Unaudited interim group results - 26 weeks ended 23 December 2018 & cash dividend declaration [JSE Securities Exchange - SENS]
 
Formatting correction: Unaudited interim group results - 26 weeks ended 23 December 2018 & cash dividend declaration

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
Share ISIN: ZAE000063863
Bond code: WHLI
('the Group', 'the Company' or 'WHL')

FORMATTING CORRECTION: UNAUDITED INTERIM GROUP RESULTS - 26 WEEKS ENDED 23 DECEMBER 2018 & CASH DIVIDEND DECLARATION

Shareholders are referred to the SENS announcement released at 07:05 on Thursday, 21 February 2019 
where a formatting error occurred resulting in certain characters being replaced with question marks. 
This formatting error has been corrected and shareholders are accordingly requested to refer to the 
correctly formatted announcement below:

HIGHLIGHTS
Turnover and concession sales: +1.9% to R39.4 billion
Headline earnings per share: -2.9% to 200.4 cps
Adjusted diluted headline earnings per share: -9.2% to 202.9 cps
Earnings per share: at 197.5 cps
Interim dividend per share: -15.2% to 92.0 cps
Return on equity: 16.6% from 20.1%


COMMENTARY

Group sales for the 26 weeks ended 23 December 2018
increased by 1.9% (+2.7% in constant currency) compared to
the 26 weeks ended 24 December 2017. Sales growth was
impacted by one day less of pre-Christmas trade, compared
to last year.

Woolworths Fashion, Beauty and Home ('FBH')
Sales declined by 2.0% (comparable stores were 2.4% lower),
impacted by a significantly smaller winter clearance sale in
the first quarter. Sales in the second quarter of the year have,
however, shown positive growth. Price movement was 1.7%
for FBH, (and 0.8% for Fashion). Gross profit margin increased
by 0.5% to 47.1%, from higher full-priced sales and reduced
markdowns. Net retail space increased by 0.6%.

Store costs grew by 4.3% and other operating costs were 3.3%
up on the prior period. Despite the gross margin improvement
and good cost control, the lower trading activity led to
operating profit declining by 11.8% to R915 million. 

Woolworths Food
Woolworths Food sales increased by 6.3% (and by 7.0% if
adjusted for the earlier close), while comparable store sales
increased by 4.2%, with strong volume growth. Price movement
was 1.2%. Gross margin was 40 bps lower, as a result of 
price investment.

Store costs increased by 7.9%, driven by higher volumes and
additional net space of 1.4%. Other operating costs were
1.1% higher. Operating profit increased by 0.6% to R1 071 million,
with operating profit margin at the targeted 7.0%.

Woolworths Financial Services
Woolworths Financial Services had a strong half, with the
average debtors book growing by 4.0%. The annualised
impairment rate for the six months ended 31 December 2018
reduced by 1.5% to 3.5%, and profit before tax grew by 5.0%.
The Group implemented IFRS 9 with effect from 1 July 2018.

David Jones
David Jones sales increased by 1.0% for the period. Sales
softened after the Black Friday weekend in late November,
in line with the rest of the market. Comparable store sales
grew by 0.9% (2.4% for the first 20 weeks, and -0.8% in the final
six weeks, adjusted for the one-day pre-Christmas). Growth
from new stores largely offset the sales disruption from the
Elizabeth Street store refurbishment.

Net retail space grew by 2.7%. Further net space reductions
to improve the productivity of the store portfolio are planned.

Store costs increased by 1.3%, and comparable store costs
were well controlled at 0.1%, while other operating costs were
7.6% lower than the prior period, as a result of cost savings
instituted at the beginning of the year. Operating profit
declined by 28.8% to A$47.0 million.

Country Road Group
Country Road Group sales increased by 2.3%, and by 0.5% in
comparable stores. Gross profit margin improved by 0.3% to
64.0%, from higher full-priced sales and improved sourcing.

Store and other operating costs increased by 2.8%, with
comparable store costs increasing by 0.3%. Net retail space
contracted by 1.7%. Operating profit increased by 3.4% to
A$61.0 million.

Group earnings
Headline earnings per share ('HEPS') and adjusted diluted HEPS,
both of which exclude the A$712.5 million impairment of David
Jones assets recognised in the prior period, decreased by 2.9%
and 9.2% respectively. Earnings per share, which includes the
impairment, increased to 197.5 cents per share.

Outlook
Trading conditions are unlikely to improve in the short-term in 
either South Africa, where the consumer remains under considerable 
pressure from a weak economy, and in Australia, where consumer 
sentiment remains constrained.
 
However, we believe that structural changes made within our FBH 
business in South Africa, and the completion of the transformational
projects within David Jones, with the exception of the Elizabeth Street 
store refurbishment, will enable both businesses to recover from recent
underperformance and ensure longer-term growth and profitability.
We expect the current momentum in Woolworths Food and Country Road 
Group to continue.


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

CHANGES TO THE BOARD OF DIRECTORS

As previously advised on the JSE Stock Exchange News
Service, the following changes to the Board of Directors
were effected during the period:

- Ms Sizakele Mzimela resigned as a director with
  effect from 5 November 2018. The Board expresses its
  appreciation to Ms Mzimela for her contribution and
  wishes her well in her future endeavours.
- As part of the WHL Board succession planning process,
  Mr Hubert Brody has been appointed as Deputy Chairman
  of the Board with effect from 12 November 2018.
- Messrs Simon Susman (Chairman) and Tom Boardman (Lead
  Independent Director) will step down from their respective
  positions with effect from the conclusion of the 2019 WHL
  Annual General Meeting, each having respectively served
  a nine year term.
- It is anticipated that the Board will appoint Mr Brody as
  Chairman of the Board and Ms Zarina Bassa as the Lead
  Independent Director with effect from the conclusion of the
  2019 WHL Annual General Meeting.
- Mr Susman will become Honorary President upon
  conclusion of the 2019 WHL Annual General Meeting,
  following his stepping down as a director. He will provide
  support and advice to the Board and continue his deep
  association with the Group by devoting his time to the
  continued advancement of WHL's participation in civil and
  corporate society.
- Mrs Gail Kelly and Mr Patrick Allaway have resigned as
  independent Non-executive Directors with effect from
  8 February 2019. The Board expresses its appreciation to
  Mrs Kelly and Mr Allaway for their contribution and wishes
  them well in their future endeavours.


SN Susman              I Moir
Chairman                        Group Chief Executive Officer
Cape Town, 20 February 2019

DIVIDEND DECLARATION
Recognising the challenging conditions facing retail in general, and the Group in particular, the Board has considered it 
prudent to reduce the level of the Group's interest-bearing debt, together with other capital management measures. Consequently, 
for a period of approximately two years, with a specific target to reduce debt levels in Australia to approximately A$200 million, 
the Group's interim and final dividends will be based on a cover ratio of 1.45 times headline earnings of the combined Woolworths South Africa 
('WSA') business segments (FBH, Food and Woolworths Financial services), whilst no dividend will be paid 
from the Australian businesses during this period.

Notice is hereby given that the Board of Directors has declared an interim gross cash dividend per ordinary share ('dividend') of
92.0 cents (73.6 cents net of dividend withholding tax) for the 26 weeks ended 23 December 2018, a 15.2% decrease on the prior
period's 108.5 cents per share. The dividend has been declared from 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 20% will be applicable to all
shareholders who are not exempt.

The issued share capital at the declaration date is 1 048 413 558 ordinary shares.

The salient dates for the dividend will be as follows:
Last day of trade to receive a dividend             Tuesday, 12 March 2019     
Shares commence trading 'ex' dividend               Wednesday, 13 March 2019   
Record date                                         Friday, 15 March 2019      
Payment date                                        Monday, 18 March 2019      

Share certificates may not be dematerialised or rematerialised between Wednesday, 13 March 2019 and Friday, 15 March
2019, both days inclusive. Ordinary shareholders who hold dematerialised shares will have their accounts at their CSDP or
broker credited or updated on Monday, 18 March 2019. 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.

CA Reddiar
Group Company Secretary
Cape Town, 20 February 2019

INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME
                                                                                                          Restated*
 52 weeks                                                                                     26 weeks     26 weeks
to 24 Jun                                                                                    to 23 Dec    to 24 Dec
     2018                                                                                         2018         2017            %
       Rm                                                                           Notes           Rm           Rm       change
   70 572     Revenue                                                                           37 016       36 147          2.4
   75 232     Turnover and concession sales                                                     39 383       38 645          1.9
  (6 640)     Concession sales                                                                 (3 368)      (3 471)        (3.0)
   68 592     Turnover                                                                          36 015       35 174          2.4
   41 700     Cost of sales                                                                     21 788       20 791          4.8
   26 892     Gross profit                                                                      14 227       14 383        (1.1)
    1 909     Other revenue                                                                        974          931          4.6
   23 542     Expenses                                                                          12 225       12 181          0.4
   16 960     Store costs                                                                        8 933        8 688          2.8
    6 582     Other operating costs                                                              3 292        3 493        (5.8)
    5 259     Operating profit                                                                 2 976        3 133        (5.0)
    6 927     Impairment of David Jones assets                                                       -        6 927
       71     Investment income                                                                     27           42       (35.7)
    1 124     Finance costs                                         556          588        (5.4)
  (2 721)     Profit/(loss) before earnings from joint ventures                                  2 447      (4 340)         amp;gt;100
      287     Earnings from joint ventures                                                         157          149          5.4
  (2 434)     Profit/(loss) before tax                             2 604      (4 191)         amp;gt;100
    1 115     Tax                                                                                  711          669          6.3
  (3 549)     Profit/(loss) for the period                                                       1 893      (4 860)         amp;gt;100
              Other comprehensive income:
              Amounts that may be reclassified to profit or loss
      182     Fair value adjustments on financial instruments, after tax                           174        (121)
      263     Exchange differences on translation of foreign subsidiaries                          324        (102)
              Amounts that may not be reclassified to profit or loss
        1     Post-retirement medical benefit liability: actuarial gain, after tax                   -            -
      446     Other comprehensive income for the period                                            498        (223)
  (3 103)     Total comprehensive income/(loss) for the period                                   2 391      (5 083)
  (3 549)     Profit/(loss) attributable to:                                                     1 893      (4 860)
  (3 550)     Shareholders of the parent                                                         1 892      (4 861)
        1     Non-controlling interests                                                              1            1
  (3 103)     Total comprehensive income/(loss) attributable to:                                 2 391      (5 083)
  (3 104)     Shareholders of the parent                                          2 390      (5 084)
        1     Non-controlling interests                                                              1            1
              Reconciliation of headline earnings
  (3 550)     Basic earnings/(loss) attributable to shareholders of the parent                   1 892      (4 861)         amp;gt;100
              Net (profit)/loss on disposal of property, plant and equipment
       42     and intangible assets                                                                (8)           20
    6 954     Impairment of property, plant and equipment and intangible assets                     47        6 927
    (119)     Tax impact of adjustments                                                           (12)        (104)
    3 327     Headline earnings                                                                  1 919        1 982        (3.2)
      126     Relocation costs (net of grants received) and store exit costs                        80           80
      147     Onerous leases (released)/raised                                                    (26)          147
      (6)     Unrealised foreign exchange losses/(gains)                                             2           19
     (75)     Tax impact of adjustments                                                           (16)         (69)
    3 519     Adjusted headline earnings                                              9.1        1 959        2 159        (9.3)
  (369.5)     Earnings/(loss) per share (cents)                                         2        197.5      (505.9)         amp;gt;100
    346.3     Headline earnings per share (cents)                                                200.4        206.3        (2.9)
    366.3     Adjusted headline earnings per share (cents)                                       204.5        224.7        (9.0)
  (367.3)     Diluted earnings/(loss) per share (cents)                                 2        196.0    (503.1)         amp;gt;100
    344.2     Diluted headline earnings per share (cents)                                        198.8        205.1        (3.1)
    364.1     Adjusted diluted headline earnings per share (cents)                               202.9        223.4        (9.2)
    960.6     Number of shares in issue (millions)                                               956.8        960.6        (0.4)
    960.8     Weighted average number of shares in issue (millions)                              957.8        960.9        (0.3)

*   Comparative information has been restated for the change in classification of trunking revenue within the Woolworths Logistics segment, as it
    was established that gross rebates received from suppliers should have been presented as part of Cost of sales and not Turnover. Consequently,
    R123 million previously reported under Turnover and concession sales has been reclassified to Cost of sales. The reclassification has had no impact
    on the prior period statement of financial position, statement of changes in equity, statement of cash flows, nor on earnings per share and other
    share measures.

INTERIM GROUP STATEMENT OF FINANCIAL POSITION
   At 24 Jun                                                                                         At 23 Dec   At 24 Dec
        2018                                                                                              2018        2017
          Rm                                                                                 Notes          Rm          Rm
                 ASSETS
      28 650     Non-current assets                                                                     29 145      27 901
      13 959     Property, plant and equipment                                                   3      14 360      13 556
      13 410     Intangible assets                                                               3      13 749      13 046
         978     Investment in joint ventures                                                              793       1 064
          59     Fair value lease adjustment                                                                65          62
          56     Other loans                                                                                54          50
          18     Derivative financial instruments                                   7           -           -
         170     Deferred tax                                                                              124         123
      11 497     Current assets                                                                         13 851      12 147
       7 542     Inventories            9 298       8 146
       1 487     Trade and other receivables                                                             1 596       1 553
         174     Derivative financial instruments                                                7         340          35
         271     Tax                                                                                       197         241
      2 023     Cash and cash equivalents                                                               2 420       2 172
      40 147     TOTAL ASSETS                                                                           42 996      40 048
                 EQUITY AND LIABILITIES
      13 126     TOTAL EQUITY                                                                           13 898      12 186
      13 113     Equity attributable to shareholders of the parent                                      13 884      12 172
          13     Non-controlling interests                                                                  14          14
      15 076     Non-current liabilities                                                                16 387      15 298
      11 711     Interest-bearing borrowings                                                            13 029      12 323
       1 906     Operating lease accrual and fair value lease adjustment                                 1 922       1 731
         404     Post-retirement medical benefit liability                                                 383         394
         297     Provisions                                                     283         275
           -     Derivative financial instruments                                                7           6           8
         758     Deferred tax                                                                              764         567
      11 945     Current liabilities                   12 711      12 564
       8 728     Trade and other payables                                                               10 257       9 457
         752     Provisions                                                                              1 093       1 002
         115     Operating lease accrual and fair value lease adjustment                                   117         114
          77     Derivative financial instruments                                                7          22         306
         124     Tax                                                                                       158         175
       2 149     Overdrafts and interest-bearing borrowings                                              1 064       1 510
      27 021     TOTAL LIABILITIES                                                                      29 098      27 862
      40 147     TOTAL EQUITY AND LIABILITIES                                                           42 996      40 048
       1 365     Net asset book value per share (cents)                                                  1 451       1 267
                 GROUP ANALYSIS
      40 147     Total assets                                                                           42 996      40 048
      13 198     Woolworths*                                                                            14 209      13 682
      18 804     David Jones                                                                            20 229      18 617
       7 130     Country Road Group                                                   7 713       6 647
         969     Woolworths Financial Services                                                             784       1 056
          46     Treasury                                                                                   61          46
       7 542     Inventories                    9 298       8 146
       3 610     Woolworths*                                                                             4 403       3 802
       2 747     David Jones                                                                             3 658       3 166
       1 185     Country Road Group                                                                      1 237       1 178
      27 021     Total liabilities                                                                      29 098      27 862
       6 143     Woolworths*                                                                             7 003       7 313
       5 474     David Jones                                                                             6 088       5 964
       1 573     Country Road Group                                                                      1 894       1 297
      13 831     Treasury                                                                               14 113      13 288
       3 839     Approved capital commitments                                                            2 748       3 176
       1 811     Woolworths*                                                  1 291       1 285
       1 648     David Jones                                                                             1 164       1 511
         380     Country Road Group                                                                        293         380

*   Includes Woolworths Fashion, Beauty and Home, Woolworths Food and Woolworths Logistics.

INTERIM GROUP STATEMENT OF CASH FLOWS
 52 weeks                                                                                   26 weeks    26 weeks   
to 24 Jun                                                                                  to 23 Dec   to 24 Dec   
     2018                                                                                       2018        2017   
       Rm                                                                          Notes          Rm          Rm   
            Cash flow from operating activities                                                                    
    7 371   Cash inflow from trading                                                           3 968       4 301   
    (305)   Working capital movements                                       148        (17)   
    7 066   Cash generated by operating activities                                             4 116       4 284   
       71   Investment income received                                                            27          42   
  (1 117)   Finance costs paid                                                                 (567)       (596)   
  (1 037)   Tax paid                                                                           (559)       (548)   
    4 983   Cash generated by operations                                                       3 017       3 182   
      325   Dividends received from joint ventures                                               125         100   
  (2 782)   Dividends paid to ordinary shareholders                                          (1 257)     (1 735)   
    2 526   Net cash inflow from operating activities                                          1 885       1 547   
            Cash flow from investing activities                                                                    
            Investment in property, plant and equipment and intangible assets to                 
  (1 664)   maintain operations                                                              (1 197)       (903)   
            Investment in property, plant and equipment and intangible assets to                                   
  (1 004)   expand operations                                                                  (202)       (662)   
            Proceeds on disposal of property, plant and equipment and                                              
       79   intangible assets                                                                      7           7   
     (12)   Loans (advanced)/repaid                                                                9         (6)   
  (2 601)   Net cash outflow from investing activities       (1 383)     (1 564)   
            Cash flow from financing activities                                                                    
    (122)   Settlement of share-based payments through share purchase                  5       (206)       (107)   
      (1)   Share purchase costs                                                                   -         (1)   
     (12)   Finance lease payments                                                               (8)         (8)   
    3 306   Borrowings raised                                                                  3 914       2 042   
  (3 000)   Borrowings repaid                                                                (4 500)     (2 000)   
      171   Net cash (outflow)/inflow from financing activities                     (800)        (74)   
       96   (Decrease)/increase in cash and cash equivalents                                   (298)        (91)   
    1 761   Net cash and cash equivalents at the beginning of the period                       1 878       1 761   
       21   Effect of foreign exchange rate changes                                               34         (5)   
    1 878   Net cash and cash equivalents at the end of the period                             1 614       1 665   
            GROUP ANALYSIS                                                                                         
    7 066   Cash generated by operating activities                                             4 116       4 284   
    5 249   Woolworths                                 2 619       2 932   
      414   David Jones                                                                          762         480   
    1 403   Country Road Group                                                                   735         872   

INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
    Total        Total                                       Total
 52 weeks                                       Share-          Non-     26 weeks        Share-            Non-      26 weeks
to 24 Jun                                   holders of    controlling   to 23 Dec    holders of     controlling     to 24 Dec
     2018                                   the parent      interests        2018    the parent       interests          2017
       Rm                                           Rm             Rm          Rm            Rm              Rm            Rm
            Shareholders' interest at
   19 066   the beginning of the period         13 113             13      13 126        19 038              28        19 066
            Effect of IFRS 9 and IFRS 15
        -   adoption (refer to note 6.1)         (223)              -       (223)             -               -             -
            Shareholders' interest at
            the beginning of the period
   19 066   (restated)                          12 890             13      12 903        19 038              28        19 066
            Movements for the period: 
  (3 549)   Profit/(loss) for the period         1 892    1       1 893       (4 861)               1       (4 860)
      446   Other comprehensive income             498              -         498         (223)               -         (223)
            Total comprehensive     
  (3 103)   income/(loss) for the period         2 390              1       2 391       (5 084)               1       (5 083)
            Share-based payments,
            including issues,
     (55)   settlements and costs                (139)              -       (139)          (62)               -          (62)
            Dividends to ordinary
  (2 782)   shareholders                       (1 257)              -     (1 257)       (1 735)               -       (1 735)
       -    Transfer between reserves                -              -           -            15        (15)             -
            Shareholders' interest
   13 126   at the end of the period            13 884             14      13 898        12 172              14        12 186

    239.0   Dividend per ordinary share (cents)                              92.0                                       108.5
     1.45   Dividend cover (based on headline earnings)                      2.18                                    1.90

INTERIM SEGMENTAL ANALYSIS
                                                                                                    Restated
 52 weeks                                                                              26 weeks     26 weeks
to 24 Jun                                                                             to 23 Dec    to 24 Dec
     2018                                                                                  2018         2017          %
       Rm                                                                     Notes          Rm           Rm     change
              REVENUE
   68 592     Turnover                                                                   36 015       35 174        2.4
   13 687     Woolworths Fashion, Beauty and Home                                         7 078        7 223      (2.0)
   29 332     Woolworths Food                                                            15 396       14 488        6.3
      429     Woolworths Logistics                                                          243          209       16.3
   14 455     David Jones                            7 602        7 597        0.1
   10 689     Country Road Group                                                          5 696        5 657        0.7
    1 980     Other revenue and investment income                                         1 001          973        2.9
       18     Woolworths Fashion, Beauty and Home                                             7     7          -
      130     Woolworths Food                                                                66           68      (2.9)
    2 221     David Jones                                                                 1 154        1 116        3.4
       81     Country Road Group                                                             25           19       31.6
       11     Treasury                                                                       13           29     (55.2)
    (481)     Intragroup                                                         11       (264)        (266)      (0.8)
   70 572     Total Group                                                                37 016       36 147        2.4
              GROSS PROFIT
    6 390     Woolworths Fashion, Beauty and Home                                         3 337        3 367      (0.9)
    7 343     Woolworths Food                                                             3 783        3 616        4.6
    6 206     David Jones                                                                 3 342        3 684      (9.3)
    6 712     Country Road Group               3 642        3 599        1.2
      241     Intragroup                                                         11         123          117        5.1
   26 892     Total Group                                                                14 227       14 383      (1.1)
              PROFIT/(LOSS) BEFORE TAX
    1 707     Woolworths Fashion, Beauty and Home                915        1 038     (11.8)
    2 167     Woolworths Food                                                             1 071        1 065        0.6
      286     Woolworths Financial Services                                                 157          149        5.4
      650     David Jones                                                                   468          663     (29.4)
    1 032     Country Road Group                                                            636          602        5.6
  (1 062)     Treasury                                                                    (540)        (535)        0.9
    4 780     Total Group - adjusted                                                      2 707        2 982      (9.2)
  (7 214)     Adjustments                                                      (103)      (7 173)
    (146)     Relocation costs (net of grants received) and store exit costs              (127)         (80)
    (147)     Onerous leases released/(raised)                                               26        (147)
        6     Unrealised foreign exchange (losses)/gains                                    (2)         (19)
  (6 927)     Impairment of David Jones assets                                                -      (6 927)
  (2 434)     Total Group - unadjusted                                                    2 604      (4 191)       amp;gt;100
    1 712     Woolworths Fashion, Beauty and Home                                           913        1 021     (10.6)
    2 168     Woolworths Food                                          1 071        1 063        0.8
      286     Woolworths Financial Services                                                 157          149        5.4
  (6 527)     David Jones                                                                   448      (6 491)       amp;gt;100
      991     Country Road Group       555          602      (7.8)
  (1 064)     Treasury                                                                    (540)        (535)        0.9

NOTES
1.   STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
     The interim Group Financial Statements have been prepared in accordance with the framework concepts and the
     measurement and recognition requirements of International Financial Reporting Standards (IFRS) and 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.

     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 24 June 2018, and are
     consistent with the prior period, except for the new standards adopted, as detailed in note 6. The interim Group Financial 
     Statements have been prepared on the going concern and historical cost bases, except where otherwise indicated. 
     The presentation and functional currency is the South African rand, rounded to the nearest million, except where otherwise indicated.

     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.

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 5).

3.   PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
     The Group acquired property, plant and equipment at a fair value of R949 million (2017: R759 million) and intangible assets
     at a fair value of R224 million (2017: R558 million).

4.   GOVERNMENT GRANTS
     During the period, the Group received government grants, previously accrued for, from the State of Victoria, Australia, in
     respect of operating expenses and capital expenditure, on the establishment of an Australian regional head office for
     the Group's subsidiaries, David Jones and Country Road Group. Grants are accounted for in terms of IAS 20: Government
     Grants, whereby grants received in respect of income, are deducted from the related expenses, and grants received in
     respect of capital expenditure are recognised in profit before tax on a systematic basis over the useful life of the assets.
     There are no unfulfilled conditions and contingencies attached to the grants recognised in the current period.

5.   ISSUE AND PURCHASE OF SHARES
     4 456 899 (2017: 1 776 791) ordinary shares totalling R244 million (2017: R107 million) were purchased from the market by
     Woolworths Proprietary Limited for the purposes of share incentive schemes and are held as treasury shares by the
     Group. 440 892 (2017: 248 666) ordinary shares totalling R38 million (2017: R16 million) were sold to the market in terms of
     the Group's Restricted Share Plan. 149 360 (2017: 270 836) ordinary shares totalling R12 million (2017: R18 million) previously
     purchased were allocated to employees in terms of the Group's Restricted Share Plan.

     99 830 (2017: 201 023) ordinary shares totalling R5 million (2017: R12 million) were issued and allocated to employees in terms
     of the Group's other share incentive schemes.

6.   ACCOUNTING POLICIES
     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, except as disclosed below.

     Standards issued and effective
     6.1 IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers
          The Group adopted IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers with effect from
          25 June 2018, using the modified retrospective approach and by application of the practical methods permitted
          under the standard.

          As a result, the cumulative effect of initial application of the standards is recognised as an adjustment to equity
          at the beginning of the current financial reporting period. Comparative information has not been restated, and
          continues to be reported in terms of the previous applicable standards, IAS 39 and IAS 18.

          IFRS 9 adjustment
          The carrying value of the Group's investment in the joint venture with ABSA Limited, Woolworths Financial Services,
          reduced by R217 million, with the corresponding debit taken to equity. The adjustment has had no impact on the prior
          period results, earnings per share and other share measures.

          IFRS 15 adjustment
          The Group recognises revenue from the principal activities of retailing and associated activities, such as logistics
          services and concession sales commission. Management's assessment of applying the new standard on the Group's
          financial statements identified the following areas, for which a R6 million cumulative debit adjustment to equity has
          been processed:
          - Right of return provision
          - Gift card breakage

          Excluding the abovementioned adjustments, there is no other material impact from application of IFRS 9 and 
          IFRS 15 for the Group.

     Standards issued, not yet effective
     6.2 IFRS 16: Leases
          The Group will adopt IFRS 16 from 1 July 2019, and has undertaken an assessment of the financial impact of the new
          standard. IFRS 16, which replaces IAS 17, requires most leases to be recognised in the statement of financial position,
          with the current distinction between operating and finance leases removed.

          Due to the significant number of leases, the application of the standard is expected to have a material impact
          on the Group's financial statements, which will result in changes to the statement of financial position, whereby
          a right-of-use asset and lease liability will be recognised. Changes to the statement of comprehensive income
          will result in the current operating lease costs being replaced by an amortisation of the right-of-use asset and
          associated finance costs.

          The standard will further impact a number of statutory and performance measures, such as operating profit,
          operating profit margin, Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), EBITDA margin,
          earnings per share, return on assets, net debt, net debt to EBITDA ratio, debt to equity ratio, and cash generated from operations,
          and will require normalisation of performance measures and covenants.

          The Group continues to assess the impact of the standard on its Annual Financial Statements, and will apply it
          on either the full or modified retrospective basis.

7.   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 borrowings are measured at amortised cost and its derivative
     financial instruments at fair value. These are determined to be Level 2 under the fair value hierarchy. Derivatives are valued
     using valuation techniques with market observable inputs, with derivatives being mainly in respect of interest rate swaps and
     foreign exchange forward contracts. The most frequently applied valuation technique include forward pricing and swap
     models, using present value calculations. The models incorporate various inputs, including the credit quality of counterparties,
     foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying index.

8.   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, they are not expected to have any material financial effect.

9.   PRO FORMA FINANCIAL INFORMATION
     Adjusted headline earnings and constant currency information presented in these interim Group Financial Statements
     constitute pro forma financial information.

                                                                              2018     2017        %   
                                                                                Rm       Rm   change   
     9.1   Adjusted headline earnings                                                                  
           Headline earnings               1 919    1 982    (3.2)   
           Adjustments                                                          40      177            
           Relocation costs (net of grants received) and store exit costs       80       80            
           Onerous leases (released)/raised                                   (26)      147            
           Unrealised foreign exchange losses                                   2       19            
           Tax impact of adjustments                                          (16)     (69)            
           Adjusted headline earnings                                        1 959    2 159    (9.3)   
     
     9.2   Constant currency information                                                             
           Turnover and concession sales                                    39 688   38 645      2.7   

     Notes
     1.   The accounting policies adopted by the Group in the latest Annual Financial Statements, except for the new standards 
          adopted, as detailed in note 6, which have been prepared in accordance with IFRS, have been used in preparing the 
          pro forma financial information.
     2.   Adjusted headline earnings is arrived at, after excluding from headline earnings, costs of a non-recurring nature.
     3.   Constant currency information has been presented to illustrate the impact of changes in the Group's major
          foreign currency, the Australian dollar. In determining the constant currency information, amounts denoted
          in Australian dollars for the current period have been adjusted by application of the aggregated monthly
          average Australian dollar exchange rate for the prior period. The foreign currency fluctuations of our rest of
          Africa operations are not considered material, and have therefore not been applied in determining the constant
          currency turnover and concession sales growth rate. The aggregated monthly average Australian dollar
          exchange rate is R10.26 for the current period and R10.45 for the prior period.
     4.   The pro forma financial information, which is the responsibility of the Group's directors, has been presented
          for illustrative purposes only and is consistent with the prior reporting period, and has not been reviewed or 
          reported on by the Group's external auditors.
     5.   Accordingly, the pro forma financial information may not fairly present the Group's financial position, changes
          in equity, results of operations or cash flows.

10.  BORROWING FACILITIES
     Unutilised banking and debt facilities amount to R9 283 million (2017: R11 033 million) as follows:

                               2018          2017   
                                 Rm            Rm   
      Committed               9 033        10 233   
      Uncommitted               250           800   
      Total                   9 283        11 033   

      Notes to the value of R3.82 billion have been issued to date under the Domestic Medium Term Note (DMTN) programme,
      which is a further source of funding to the Group. The DMTN programme was approved by the JSE on 17 March 2017 and
      is guaranteed by Woolworths Proprietary Limited. It will be used to raise debt on an ongoing basis.

11.  RELATED-PARTY TRANSACTIONS
     The Group entered into related-party transactions, the substance of which is disclosed in the Group's 2018 Annual
     Financial Statements. Intragroup adjustments relate to the sale of concession goods between segments and supply chain
     distribution adjustments.

12.  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.

13.  APPROVAL OF INTERIM GROUP FINANCIAL STATEMENTS
     The interim Group Financial Statements were approved by the Board of Directors on 20 February 2019.

14.  AUDIT OPINION
     These interim Group Financial Statements have not been reviewed or audited.

DIRECTORATE AND STATUTORY INFORMATION

NON-EXECUTIVE DIRECTORS
Simon Susman (Chairman), Hubert Brody (Deputy Chairman),
Zarina Bassa, Tom Boardman (Lead Independent Director),
Andrew Higginson (British), Nombulelo Moholi

EXECUTIVE DIRECTORS
Ian Moir (Group Chief Executive Officer) (Australian),
Reeza Isaacs (Group Finance Director), Sam Ngumeni,
Zyda Rylands

GROUP COMPANY SECRETARY
Chantel Reddiar

SHARE CODE
WHL

SHARE ISIN
ZAE000063863

BOND CODE
WHLI

REGISTERED ADDRESS
Woolworths House, 93 Longmarket Street
Cape Town 8001, South Africa
PO Box 680, Cape Town 8000, South Africa

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, South Africa

Date: 21/02/2019 01:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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