notes to the annual financial statements
for the year ended 30 June

1    significant accounting policies

       

The consolidated annual financial statements of Woolworths Holdings Limited ("the company") for the year ended 30 June 2006 comprise the company and its subsidiaries (together referred to as "the group").

statement of compliance

The consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB). These are the group's first IFRS compliant consolidated annual financial statements and IFRS 1 First Time Adoption of International Financial Reporting Standards has been applied.

Reconciliations and descriptions of the transition from South African Statements of Generally Accepted Accounting Practice to IFRS are provided in note 34. Comparatives have been restated to reflect these adjustments.

basis of preparation

The annual financial statements are prepared on the historical cost basis, except where otherwise indicated. The accounting policies set out below have been consistently applied to all periods presented in these consolidated financial statements and in preparing an opening IFRS balance sheet at 1 July 2004 for the purposes of transition to IFRS. The accounting policies have been consistently applied by group entities.

The key changes impacting the group as a result of the conversion to IFRS arise from the following standards and details thereof are provided in note 34:

  • IFRS 2 Share Based Payment;
  • IAS 16 (revised) Property, Plant and Equipment;
  • IAS 19 (revised) Employee Benefits;
  • IAS 21 (revised) The Effects of Changes in Foreign Exchange Rates; and
  • IAS 39 (revised) Financial Instruments – Recognition and Measurement.

IFRS 1 requires full retrospective application of the standards with the exception of certain optional and mandatory exemptions. The exemptions applicable to the group as noted below have been elected:

  • All cumulative actuarial gains and losses which were previously deferred under AC 116 Employee Benefits under the ‘corridor’ approach, have been recognised at the date of transition to IFRS;
  • IFRS 3 Business Combinations has not been applied retrospectively to business combinations prior to 1 July 2004; and
  • IFRS 2 Share Based Payment has only been applied to equity instruments which were issued after 7 November 2002 and vest from I July 2004 onward.

use of estimates, judgements and assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both.

Significant estimates and judgements made relate to the provision for impairment of financial assets (refer note 18), the allowance for net realisable value of inventory (refer note 17), residual values, useful lives and depreciation methods of property, plant and equipment (refer note 9), estimating the fair values of share options (refer note 19 and the share based payment accounting policy) and asset impairment tests (refer impairment accounting policy) and provisions for employee benefits. 

basis of consolidation

The group annual financial statements consolidate the financial statements of the company and all subsidiaries. A subsidiary is an enterprise over which the group has the power to govern the financial and operating policies so as to obtain benefits from its activities. The results of subsidiaries are included from the effective date of acquisition up to the effective date of disposal. All subsidiaries with the exception of Virtual Market Place (Proprietary) Limited and the Woolworths Holdings Share Trust have financial years ending 30 June and are consolidated to that date. The results of subsidiaries with year ends differing from that of the group are compiled for a twelve month period ending 30 June and consolidated to that date.

All intragroup balances, transactions, income and expenses and profit and losses resulting from intragroup transactions are eliminated in full.

The company carries its investments in subsidiaries at cost less accumulated impairment losses.

foreign currency translations

The consolidated and company annual financial statements are presented in South African rand, the group presentation currency and both the presentation and functional currency of the company. Functional currency is the currency of the primary economic activity of the company and presentation currency is the currency in which the financial statements are presented.

Foreign currency transactions are recorded at the exchange rates ruling on the transaction dates. Monetary assets and liabilities designated in foreign currencies are translated at rates of exchange ruling at the balance sheet date, gains and losses thereon are recognised in the income statement.

Foreign operations are translated from their functional currency into South African rand at the rates of exchange ruling at the balance sheet date in respect of balance sheet items and at an average rate per month in respect of income statement items. Gains and losses on the translation of foreign operations are taken directly to non-distributable reserves.

Translation gains and losses arising on loans which form part of the net investment in the foreign operation are reported in the income statement in the company extending the loan. In the consolidated financial statements they are carried in equity until realised, when they are recognised in the income statement.

property, plant and equipment

All items of property, plant and equipment are initially recognised at cost which includes any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The cost of an item of property, plant and equipment is recognised as an asset if it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Development costs are capitalised when the technical feasibility of the asset has been demonstrated and the intention to complete and utilise the asset is confirmed. The property portfolio is valued internally on an annual basis and every three years by independent valuers. Furniture, fittings, motor vehicles, computers and computer software are shown at original cost less accumulated depreciation and any impairment in value.

Subsequent to initial recognition, buildings and leasehold improvements are shown at cost less accumulated depreciation and any impairment in value. Land is measured at cost, less any impairment in value.

Subsequent expenditure including the cost of replacing parts of the asset, other than day-to-day servicing costs, are included in the cost of the asset when incurred if it is probable that such expenditure will result in future economic benefits associated with the item flowing to the company and the cost is reliably measurable.

An asset is depreciated from when it is available for use. Depreciation of an asset ceases at the earlier of the date that the asset is derecognised or the date classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. The depreciable amount of an asset, being the cost of the asset less the residual value, is allocated on a straight-line basis over the estimated useful life of the asset. Residual value is the estimated amount that an entity would currently obtain from disposal of the asset after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. Whilst residual value exceeds carrying value, depreciation is discontinued.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

The residual values, useful lives and depreciation methods applied to assets are reviewed at each financial year end based on relevant market information and management consideration.

Useful lives per asset category are:

Buildings 15 to 40 years
Leasehold improvements Written off over the lease period or shorter period if appropriate
Furniture, fittings and equipment 2 to 15 years
Computer software 5 to 10 years
Computers 3 to 7 years
Motor vehicles 5 years

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the income statement in other operating costs in the year that the asset is derecognised.

Items of property, plant and equipment are assessed for impairment as detailed in the accounting policy note on impairment.

goodwill

All business combinations are accounted for by applying the purchase method. Goodwill arises on the acquisition of subsidiaries, associates, joint ventures and business operations and represents the excess of the cost of the business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. The cost of the business combination is the fair value at the date of exchange of the assets given, liabilities incurred or assumed, and equity instruments issued by the group, in exchange for control of the acquiree; and any costs directly attributable to the business combination.

At the acquisition date, goodwill acquired in a business combination is recognised as an asset and initially measured at its cost. The acquisition date is the date on which the group effectively obtains control of the acquiree.

After initial recognition goodwill acquired in a business combination is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and tested for impairment annually using a discounted cash flow methodology. An impairment loss on goodwill is not reversed.

investment properties

Investment properties are land and buildings which are held either to earn rental income or for capital appreciation or both. Investment properties are initially recognised at cost, including transaction costs, when it is probable that future economic benefits associated with the investment property will flow to the group and the cost of the investment property can be measured reliably.

The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure. The cost of a self-constructed investment property is its cost at the date when the construction development is complete.

Investment properties are accounted for under the cost model and the accounting treatment after initial recognition follows that applied to property, plant and equipment.

Any gains or losses on the retirement or disposal of an investment property are recognised in the income statement in other operating costs in the year of retirement or disposal. Transfers are made from or to investment properties when there is a change in use of the property.

taxes

current tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered or paid to the taxation authorities. The tax rates and laws used to compute the amount are those enacted or substantively enacted by the balance sheet date.

Current tax assets and liabilities are offset if the company has a legally enforceable right to offset the recognised amounts and it intends to settle on a net basis, or to realise the asset and settle the liability simultaneously.

deferred tax

Deferred tax is provided on the liability basis on the temporary differences at the balance sheet date between the carrying values, for financial reporting purposes, and tax bases of assets and liabilities.

Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that future taxable profit will allow the deferred tax asset to be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination, and at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient future taxable income will be available for utilisation of the asset.

Deferred tax liabilities are recognised for all taxable temporary differences except where the deferred tax liability arises from the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets and liabilities are measured at tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

The measurement of deferred tax assets and liabilities reflect the tax consequences that would follow from the manner in which the group expects, at the balance sheet date, to recover or settle the carrying values of its assets and liabilities.

Current and deferred tax is credited or charged directly to equity if it relates to items credited or charged directly to equity.

Deferred tax assets and liabilities are offset if the company has a legally enforceable right to set off current tax assets against current tax liabilities, and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity, or different taxable entities that intend to settle current tax assets and liabilities on a net basis, or realise the asset and settle the liability simultaneously.

secondary tax (“STC”) on companies

STC, including STC arising on the repurchase by the company of its own equity instruments, is accounted for as part of the tax charge in the income statement and not as a deduction directly from equity, in the same period as the related dividend.

current assets and liabilities

Current assets and liabilities have maturity terms of less than 12 months or are expected to be settled in the group's normal operating cycle.

inventories

Merchandise, raw materials and consumables are initially recognised at cost. The cost of merchandise is determined using the retail inventory method which reduces the sales value of inventory by the appropriate gross margin. The cost of raw materials and consumables is determined on the weighted average cost formula.

Subsequent to initial recognition, inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Management estimate, based on their assessment of quality and volume, the extent to which merchandise on hand at the reporting date will be sold below cost.

The carrying amount of inventories is recognised as an expense in the period in which the related revenue is recognised.

leases

Finance leases are leases whereby substantially all the risks and rewards of ownership are passed onto the lessee. Assets acquired in terms of finance leases are capitalised and depreciated over the shorter of the useful life of the asset or lease period, with a corresponding liability raised on the balance sheet. Related finance costs are charged to income using the effective interest rate method over the period of the lease.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease expenses and income are recognised in the income statement on a straight line basis over the lease term. Contingent rental escalations, such as those relating to turnover, are expensed in the year in which the escalation is determined.

retirement benefits

Current contributions to defined contribution retirement plans are charged to income as incurred.

The group has an obligation to provide certain post-employment medical aid benefits to certain employees and pensioners. The calculated cost arising in respect of post-retirement medical aid benefits is charged to income as services are rendered by employees. The present value of future medical aid subsidies for past and current service is actuarially determined in accordance with IAS 19 Employee Benefits. The cost of providing benefits under the plan is determined using the projected unit credit valuation method. Plan assets are assets which can only be used to satisfy the obligations of the fund and are measured at fair value. Actuarial gains and losses are recognised as income or an expense when the cumulative unrecognised actuarial gains or losses at the end of the previous reporting period exceed 10% of the greater of the defined obligation and the fair value of the plan assets. The gains or losses are recognised over the expected average remaining working lives of the employees participating in the plan. Any curtailment benefits or settlement amounts are recognised against income as incurred.

share based payment transactions

Shares and share options granted to employees in terms of the share incentive scheme, meet the definition of share based payment transactions.  

The equity settled share option programme allows group employees to acquire shares of the company. The fair value of granted is recognised as an expense with a corresponding increase in equity. Fair value is measured at grant date and expensed over the period over which the employees become unconditionally entitled to the share options. The fair value of the share options granted is measured using a binomial model, taking into account the terms and conditions under which the options were granted. Where shares are granted at a discount to the ruling market price, the intrinsic value is expensed over the vesting period of the grant. Changes in estimates of the number of shares or share options that will ultimately vest are included in the charge for the year. No subsequent adjustments are made after the vesting date.

provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the effect of discounting to present value is material, provisions are adjusted to reflect the time value of money.

impairment

The carrying amount of the group's assets, other than inventories (see accounting policy note for inventories), goodwill (see accounting policy note for goodwill) and deferred tax assets (see accounting policy note for deferred tax), are reviewed at each balance sheet date for any indication of impairment. If such an indication exists, the asset's recoverable amount is estimated.

The recoverable amount is the higher of the asset's fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

The recoverable amount of the group's investments in loans and receivables is calculated as the present value of estimated future cash flows, discounted at the asset's original effective interest rate. Financial assets are subject to impairment when there is objective evidence that a loss event has impacted the estimated future cash flows to be received from that asset.

Impairment losses are recognised in the income statement where the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. assets are identified as impaired, the difference between cost and current fair value less previously recognised

If available-for-sale assets are identified as impaired, the difference between cost and current fair value less previously recognised impairment loss is transferred from equity to the income statement.

Impairment losses in respect of loans and receivables carried at amortised cost and available-for-sale assets are reversed if the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised. Impairment losses for property, plant and equipment are reversed if the subsequent increase in the recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

financial instruments

recognition

Financial assets and financial liabilities are initially recognised on the balance sheet when the group becomes party to the contractual provisions of the instrument.

The trade date method of accounting has been adopted for 'regular way' of purchases or sales of financial assets. The trade date is the date that an enterprise commits to purchase or sell an asset. A 'regular way' of contract is a contract for the purchase or sale of financial assets that requires delivery of the assets within the time frame generally established by regulation or convention in the market place concerned.

derecognition 
financial assets

A financial asset is derecognised where the rights to receive cash from the asset have expired, or the group has transferred the asset and the transfer qualifies for derecognition. A transfer qualifying for derecognition occurs when the group transfers the contractual rights to receive the cash flows of the financial asset, or retains the rights but assumes a contractual obligation to pay those cash flows to a third party under a pass-through arrangement, or the group has transferred control or substantially all the risks and rewards of the asset.

Where the group has transferred its rights to the cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the group's continuing involvement in the asset.

financial liabilities

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. An exchange between the group and an existing lender of debt instruments with substantially different terms or a substantial modification to an existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

measurement

Financial instruments are initially measured at fair value, which includes directly attributable transaction costs in the case of financial assets and liabilities not at fair value through profit or loss.

For the purposes of measurement after initial recognition, financial assets are classified into the four categories being, at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale.

loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost, using the effective interest method, less accumulated impairment. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, and through the amortisation process.

The group has classified the following financial assets as loans and receivables:

participation in export partnerships

Amortised cost for the group's participation in export partnerships is the group's cost of original participation less principal subsequent repayments received, plus the cumulative amortisation of the difference between the initial amount and the maturity amount, less any write down for impairment or uncollectability. A corresponding deferred tax liability, equal to the cost of original participation together with the group's share of the partnership gross profit less the group's share of subsequent amounts received by the partnership, is recorded.

financial services assets

Financial services assets comprise loans to customers, Woolworths in-store card and credit card receivables.

other loans

Other loans comprise housing and other employee loans.

accounts receivable

Accounts receivable comprise all trade and non-trade debtors other than financial services debtors. Short-duration receivables with no stated interest rate are measured at original invoice amount unless the effect of imputing interest is significant.

cash and cash equivalents

Cash and cash equivalents comprise cash at bank, overdrafts and interest bearing money market borrowings. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

available-for-sale financial assets

Available-for-sale assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in one of the other three categories.

After initial recognition, available-for-sale assets are measured at fair value with gains and losses recognised in equity until the asset is derecognised or determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement.

The fair value of investments traded in an active market is determined with reference to quoted market bid prices at close of business on the balance sheet date. Where there is no active market, fair value is determined using valuation techniques. Such valuation techniques include using recent arm's length market transactions, reference to current market value of other substantially similar instruments, discounted cash flow analysis and option pricing models.

The group has classified the following financial assets as available-for-sale:

investments

Investments, not held for trading, are classified as available-for-sale and are carried at fair value.

derivative instruments

The group uses derivative financial instruments, being foreign exchange contracts and interest rate swaps and options, to hedge its risks associated with foreign currency and interest rate fluctuations respectively. It is the group's policy not to trade in derivative financial instruments for speculative purposes. Details of the group's financial risk management objectives are set out in notes 28 and 29.

The fair value of forward exchange contracts is calculated by reference to forward exchange rates for contracts with similar maturity profiles at year end. The fair value of interest rate swap and option contracts is determined by reference to market values for similar instruments at year end.

Derivative instruments not designated as hedging instruments or subsequently not expected to be effective hedges are marked to market and the resulting gain or loss is recognised in the income statement in the period in which it arises.

For hedging instruments that qualify as cash flow hedges, the gain or loss on marking the instrument to market is carried in equity until such time as the transaction is entered into, at which point the amount carried in equity is reversed to the cost of the transaction.

financial liabilities

Financial liabilities consist of term borrowings, trade and other payables, accruals and derivatives held for hedging. Financial liabilities are recognised at amortised cost, being original debt value less principal payments and amortisations, except for derivatives which are measured at fair value.

Finance costs are expensed in the income statement in the period in which they are incurred using the effective interest rate method.

offset

Where a legally enforceable right of offset exists for recognised financial assets and financial liabilities, and there is an intention to settle the liability and realise the asset simultaneously, or to settle on a net basis, such related financial assets and financial liabilities are offset.

treasury shares

Shares in Woolworths Holdings Limited held by wholly-owned group companies are classified as treasury shares. These shares are treated as a deduction from the issued and weighted average numbers of shares and the cost price of the shares is deducted from group equity. Distributions received on treasury shares are eliminated on consolidation. No gains or losses are recognised in the group income statement on the purchase, sale, issue or cancellation of treasury shares.

revenue recognition

Revenue of the group comprises:

  • Turnover: net merchandise sales, sales to franchisees and logistics services; and
  • Other revenue: interest, royalties, dividends, rentals, and franchise and other commissions.

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the group and the amount of the revenue can be measured reliably.

Revenue is recognised on the following bases: 

  • sale of merchandise is recognised when the group has transferred to the buyer the significant risks and rewards of ownership of the merchandise, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the group;
  • logistics services relates to the transport of goods on behalf of third parties and is recognised when the service has been provided;
  • interest income is recognised as interest accrues using the effective interest method;
  • royalties are recognised on an accrual basis in accordance with the substance of the relevant agreement;
  • dividends are recognised when the shareholder's right to receive payment is established;
  • commissions are recognised on an accrual basis in accordance with the substance of the relevant agreement when the sale which gives rise to the commission has occurred; and
  • rental income for fixed escalation leases is recognised on a straight-line basis where the lease has a fixed escalation clause.
    Contingent rentals are recognised in the year in which they arise.

Revenue is measured at the fair value of the consideration received or receivable excluding value added tax.

finance costs

No finance costs associated with the development of property, plant and equipment are capitalised.

research and development

Research costs are expensed as incurred.

Development costs are recognised as an expense in the period in which they are incurred unless the product or process is clearly defined and the costs attributable to the process or product can be separately identified and measured reliably. The extent of capitalisation is limited to the amount which, when taken together with further related costs, is likely to be recovered from future economic benefits.

exceptional items

Exceptional items are significant items, of an unusual nature, identified by management as warranting separate disclosure.

segmental information

The primary segments of the group have been identified by nature of business, being retail and financial services. The retail segment is further subdivided by chain being Woolworths and Country Road. Each segment has its own revenues, profits, assets and liabilities Support charges are allocated between the retail and financial services segments on a usage basis.

Segmental results, assets and liabilities include items directly attributable to a segment and those that can be allocated on a reasonable basis.

The secondary segments are based on the location of customers and assets.

The accounting policies are consistently applied in determining the segmental information.

earnings per share

The calculation of earnings per share is based on profit for the period attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the year. Headline earnings per share is calculated in accordance with Circular 7/2002 issued by the South African Institute of Chartered Accountants.

distributions to shareholders

Distributions are recorded in the period in which the distribution is declared and charged directly to equity.

IFRS and interpretations not yet effective

The group has early adopted the following IFRS amendment that has been issued but is not yet effective:

  • IAS 1 Amendment - Capital Disclosures (effective 1 January 2007)

The group has not applied the following IFRS, IFRIC interpretations and amendments that have been issued but are not yet effective and currently have no impact on the financial statements*: 

  • IFRIC 4 Determining whether an Arrangement Contains a Lease (effective 1 January 2006)
    This interpretation addresses how to determine whether an arrangement is, or contains, a lease as defined in IAS 17 when the assessment or a reassessment of whether an arrangement is, or contains, a lease should be made; and if an arrangement is, or contains, a lease, how the payments for the lease should be separated from payments for any other elements in the arrangement.
  • IFRIC 8 Scope of IFRS 2 (effective 1 May 2006)
    The interpretation addresses whether IFRS 2 applies to transactions in which the entity cannot identify specifically some or all of the goods or services received and concludes that unidentifiable goods or services must be measured as the difference between the fair value of the share based payment and the fair value of any identifiable goods or services received or to be received.
  • IFRIC 9 Reassessment of Embedded Derivatives (effective 1 June 2006)
    The interpretation addresses the issue of whether IAS 39 requires a reassessment to be made of whether any embedded derivatives contained in a contract are required to be separated from the host contract throughout the life of the contract. The interpretation concludes that subsequent reassessment is prohibited unless there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract, in which case reassessment is required.
  • AC 503 Accounting for Black Economic Empowerment (BEE) Transactions (effective 1 May 2006)
    This interpretation addresses the accounting treatment of costs incurred in acquiring BEE credentials and concludes that where it is not acquired in a business combination it should be expensed. When the BEE credentials are acquired as part of a business combination, it forms part of goodwill.
  • IAS 19 Amendment – Employee Benefits and Actuarial Gains and Losses, Group Plans and Disclosures (effective 1 January 2006)
    The amendment allows actuarial gains and losses to be recognised directly in equity.
  • IAS 39 Amendment – The Fair Value Option (effective 1 January 2006).
    The amendment allows financial assets to be designated unconditionally upon initial recognition as being held at fair value through profit and loss.

The group has not applied the following IFRS, IFRIC interpretations and amendments that have been issued but are not yet effective*: 

  • IAS 39 Amendment – Financial Guarantee Contracts (effective 1 January 2006)
    The amendment requires guarantee contracts not designated as insurance contracts to be accounted for in accordance with IAS 39, measured initially at fair value and subsequently in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IAS 18 Revenue; and
  • IFRS 7 Financial Instruments: Disclosure (effective 1 January 2007)
    Application of the standard will result in additional disclosure of qualitative and quantitative information in respect of the risks arising from financial instruments to which the group is exposed.

 * Effective for annual periods beginning on or after the stated date.

             Group   Company
    Restated   Restated
    2006 2005   2006 2005
      Rm Rm   Rm Rm
         

2

revenue

   
       Turnover 14 208.0 12 220.7   - -
  Clothing and home 6 992.9 6 331.6   - -
  Food 6 941.5 5 666.0   - -
  Logistics services and other 273.6 223.1   - -
Other revenue 935.0 768.2   43.2 803 .4
  Interest 763.6 641.7   8.9 3.4
  Royalties, franchise and other commissions 141.9 97.7   - -
  Rentals 29.5 28.8   - -
  Dividends received - -   34.3 800.0
               
    15 143.0 12 988.9    43.2 803.4
               

3

profit before exceptional items includes: 

   
3.1
operating lease expenses
         
  Land and buildings - rentals 508.1 423.8   - -
  Land and buildings - operating lease accrual (note 23) 27.2 32.1    
  Plant and equipment 2.3 1.9   - -
  Provision for onerous lease commitments 0.1 9.5   - -
3.2
auditors' remuneration
   
  Audit fee 5.7 5.7   1.5 1.3
      current year 5.1 4.9   1.5 1.3
      prior year under provision 0.6 0.8   - -
  Tax advisory and other services 1.6 0.9   - -
3.3
net foreign exchange (profit) / loss
 (1.0)  (4.0)   (1.7) 13.9
3.4
other expenses
         
  Technical and consulting service fees 74.3 74.1   - -
  Impairment of participation in export partnerships - 6.1   - 2.1
  (Profit) / loss on sale of property, plant and equipment (0.2) 0.5   - -
3.5
other income
         
  Reversal of provision for impairment of property - (15.5)   - -
  Profit on sale of investment in unit trust - (9.3)   - -
               

4

exceptional items

         
(Profit) / loss     Minority Attributable
      before tax Tax   interest (profit) / loss
  Company Rm Rm    Rm Rm
  2006          
Reversal of impairment of investment in:          
Woolworths International Holdings Limited (3.5) -   - (3.5)
  (3.5) -    - (3.5)
2005          
Reversal of impairment of investment in:          
Woolworths International Holdings Limited (52.2) - (52.2)
Impairment of investment in:          
i'Sentials (Proprietary) Limited 19.1 -   19.1
  (33.1) -   (33.1)
The provision for impairment against the company's investment in Woolworths International Holdings Limited, the intermediate holding company of its Australian subsidiary Country Road Limited, has been reduced by R3.5m (2005: R52.2m). The provision is based on an assessment of fair value based on the underlying net assets and the exchange rates prevailing at the year end.
 
        Group Company
      Restated Restated
      2006 2005 2006 2005
  Rm Rm   Rm Rm

5

tax

       
Current year        
  South Africa        
    Normal tax 424.1 415.8 4.5 22.0
  Deferred tax (note 16) (69.8) (125.7) (3.8) (23.5)
  – current year charge (69.8) (125.5) (3.8) (21.3)
  – change in income tax rate - (0.2)   - (2.2)
  STC 45.9 3.0 39.4 -
Foreign tax 0.4 0.2   - -
400.6 293.3 40.1 (1.5)
Prior year        
  South Africa        
  Normal tax 31.2 0.7 2.1 (0.5)
     Deferred tax (note 16) (22.8) 5.5   - -
  409.0 299.5   42.2 (2.0)
% % % %
The rate of tax on profit is reconciled as follows :        
  Standard rate 29.0 29.0 29.0 29.0
Tax losses in subsidiaries not provided 0.1 0.3 - -
Disallowable expenditure 0.8 0.6 - 0.1
Exempt income (0.2) (1.2) (25.7) (28.1)
Impact on deferred tax of change in SA Normal tax rate - - - (0.3)
Other (0.5) (1.1) 0.3 0.2
Prior years 0.5 0.2 4.6 -
        STC 3.1 -   84.7 -
Effective rate before exceptional items 32.8 27.8   92.9 0.9
Exceptional items - -   (2.1) (1.1)
Effective tax rate 32.8 27.8   90.8 (0.2)

6

earnings per share

        The calculation of earnings per share is based on attributable profit of R835.6m (2005: R776.9m) and a weighted average of 795 330 120 (2005: 849 408 902) ordinary shares in issue, after eliminating shares held as treasury shares.
4 523 045 shares were repurchased in June 2006 but this had a negligible effect on the weighted average number of shares in issue due to the timing of the repurchase.
The calculation of headline earnings per share is as follows:
Profit Minority Headline  
before shareholders' Attributable earnings Earnings
tax Tax interest profit per share per share
  Rm Rm Rm Rm Cents per share
Group            
2006            
Per the financial statements 1 246.4 (409.0) (1.8) 835.6 105.1 105.1
Adjustments:            
  Profit on disposal of property, plant and equipment (0.2) (0.4) -  (0.6) (0.1)  
Headline earnings 1 246.2 (409.4) (1.8) 835.0 105.0  
Diluted earnings per share 103.0 103.1
 
2005            
Per the restated financial statements 1 078.6 (299.5) (2.2) 776.9 91.5  91.5
Adjustments:            
     Reversal of provision for impairment of property (15.5) - - (15.5) (1.8)
Profit on disposal of investment in unit trust (9.3) 1.4 - (7.9) (0.9)
Loss on disposal of property, plant and equipment 0.5 0.4 - 0.9 0.1
Provision for impairment of plant and equipment 0.5 - - 0.5 -
    Foreign exchange loss realised on repayment of loan by subsidiary 4.1 - - 4.1 0.5  
Headline earnings 1 058.9 (297.7) (2.2) 759.0 89.4  
Diluted earnings per share 87.3 89.4
Diluted earnings per share          
 

 

 
The calculation of diluted earnings per share and diluted headline earnings per share is based on attributable profit as above and a weighted average of 810 597 301 (2005: 871 598 360) ordinary shares in issue, after eliminating shares held as treasury shares.
 
The dilution arises from the in-the-money share options outstanding in respect of the share incentive scheme which will be issued to employees at a value lower than the weighted average traded price during the past financial year. The dilution impact is calculated based on the exercise price of outstanding options and the IFRS 2 value in respect of those options. The calculation assumes that the dilutive options were in issue with effect from the beginning of the year.
               

7

directors of emoluments

        Emoluments paid to directors of Woolworths Holdings Limited in connection with the carrying on of the affairs of the company and its subsidiaries:  
   Group
2006 2005
  Rm Rm
Executive directors          
Fees 0.3 0.3
Remuneration 6.4 5.9
Retirement, medical, accident and death benefits 1.0 0.9
Performance bonus 6.0 -
Other benefits 0.2 0.1
Interest free loan benefit 2.6 1.5
  16.5 8.7
Non-executive directors          
Fees 2.4 2.2
  2.4 2.2
         
    18.9 10.9
Details of the directors of emoluments are provided in the corporate governance report.
 

8

related party transactions

       
Related parties
The related party relationships, transactions and balances as listed below exist within the group. Intragroup related party transactions and outstanding balances are eliminated in preparation of the consolidated financial statements of the group.
Holding company
The nature of transactions between the holding company and subsidiaries comprise dividends received and interest earned on loans. The holding company provides sureties for the banking facilities and lease obligations of certain subsidiaries. The banking facilities at year end are disclosed in note 28.4 to the annual financial statements.
Subsidiaries
Details of interests in subsidiaries and loans owing to / by subsidiaries are disclosed in note 11 and Annexure 1.
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly, including all directors, executive and non-executive, of Woolworths Holdings Limited and Woolworths (Proprietary) Limited. Key management personnel has been defined as the board of directors of the holding company and the major operating subsidiary Woolworths (Proprietary) Limited, and the Chief executive officer of Country Road Limited.
The definition of related parties includes close family members of key management personnel. The group has not engaged in transactions with close family members of key management personnel during the financial year.
Group   Company
2006 2005   2006 2005
  Rm Rm    Rm Rm
Key management compensation          
Short-term employee benefits 31.4 17 .6   18.3 10 .3
    Woolworths Holdings Limited directors 18.3 10.3   18.3 10.3
    Other key management personnel 13.1 7.3   - -
Post-employment benefits 1.2 1.0   0.6 0.5
    Woolworths Holdings Limited directors 0.6 0.5   0.6 0.5
    Other key management personnel 0.6 0.5   - -
IFRS 2 value of share based payments expensed 1.2 1.0   - -
  33.8 19.6    18.9 10.8
Short-term employee benefits comprise salaries, directors fees and bonuses payable within twelve months of the end of the period. Post-employment benefits comprise both the employee and the company's contributions to the group's retirement and healthcare funds.
Share purchase scheme loans and investments        
Loans and investments at the beginning of the year 73.5 62.2   59.3 52.9
Loans granted during the year 19.9 15.1   9.1 9.2
Loans repaid during the year (2.9) (3.8)   (1.0) (2.8)
Loans and investments at the end of the year 90.5 73.5   67.4 59.3
  Details of the terms and conditions relating to these loans are disclosed in note 14.
No bad or doubtful debts have been recognised in respect of loans granted to key management personnel (2005: nil).
  Woolworths card and Woolworths Visa          
  credit card accounts          
Balance outstanding at the beginning of the year 0.1 0.1   0.1 -
Annual spend 1.0 0.8   0.7 0.7
Annual repayments (0.9) (0.8)   (0.7) (0.6)
Balance outstanding at the end of the year 0.2 0.1   0.1 0.1
Purchases made by key management personnel are at standard discount rates granted to all employees of the company.
Interest is charged on outstanding balances on the same terms and conditions applicable to all other card holders.
Post-employment benefit plan
Details of the Wooltru Group Retirement Fund, the Wooltru Healthcare Fund and funds for the benefit of Country Road employees are disclosed in note 24 to the annual financial statements.
 

9

property, plant and equipment

        Group Furniture, fittings    
equipment, Computers  
2005 Land and Leasehold and motor and computer  
buildings improvements vehicles software Total
  Rm Rm Rm Rm Rm
Balance at 1 July 2004          
Cost 311.2 88.9 1 092.2 690.5 2 182.8
     IFRS adjustments to cost (56.7) - - - (56.7)
Accumulated depreciation 43.6 - 629.5 317.3 990.4
  IFRS adjustments to accumulated depreciation (43.6) - (12.2) - (55.8)
Net book value 254.5 88.9 474.9 373.2 1 191.5
Current year movements          
Additions 9.7 11.7 276.9 98.5 396.8
Disposals / scrappings – cost (8.6) (3.7) (108.6) (5.0) (125.9)
Disposals / scrappings – accumulated depreciation - 2.2 69.8 4.1 76.1
Depreciation - (5.9) (150.0) (98.6) (254.5)
Impairment provision - - (0.5) - (0.5)
Foreign exchange rate differences – cost - 5.9 13.0 9.6 28.5
    Foreign exchange rate differences – accumulated depreciation - 0.4 (5.6) (2.8) (8.0)
Balance at June 2005 255.6 99.5 569.9 379.0 1 304.0
Made up as follows :  
Cost 255.6 102.8 1 273.5 793.6 2 425.5
  Accumulated depreciation - 3.3 703.6 414.6 1 121.5
Net book value at June 2005 255.6 99.5 569.9 379.0 1 304.0
             
2006          
Current year movements          
Additions 197.9 24.2 231.1 154.2 607.4
Disposals / scrappings – cost (5.3) (0.6) (69.9) (7.4) (83.2)
Disposals / scrappings – accumulated depreciation - 0.3 33.4 - 33.7
Depreciation - (6.8) (151.0) (112.1)  (269.9)
Foreign exchange rate differences – cost - 3.6 4.4 3.6 11.6
  Foreign exchange rate differences – accumulated depreciation - (1.2) (1.9) (2.8) (5.9)
Balance at June 2006 448.2 119.0 616.0 414.5 1 597.7
Made up as follows :          
Cost 448.2 130.0 1 439.1 944.0 2 961.3
  Accumulated depreciation - 11.0 823.1 529.5 1 363.6
Net book value at June 2006 448.2 119.0 616.0 414.5 1 597.7
         The group's land and buildings consist of retail stores, distribution centres and corporate owner-occupied properties.
At 30 June 2006 retail stores were valued by internal valuers at R167.0m (2005: R223.5m) compared to a carrying value of R109.0m (2005: R157.0m).
The prior year valuations include properties which were transferred to investment properties. At 30 June 2006 the distribution centres were valued by the internal valuers at R550.1m (2005: R147.0m) compared to a carrying value of R188.0m (2005: R58.8m).
The current year value includes a distribution centre developed during the year of R275.0m. The corporate owner-occupied properties have a current value of R109.0m (2005: R104.6m) compared to a carrying value of R73.1m (2005: 63.1m).
Land and buildings are valued externally every 3 years and annually by internal valuers.
A register of land and buildings, containing the information required by paragraph 22 (3) of Schedule 4 of the Companies Act (61 of 1973) as amended, is available for inspection at the registered office of the company. A copy will be posted, upon request, by the Group secretary.
 

10

investment properties

         Group  
  Restated  
2006   2005  
  Rm    Rm  
Balance at the beginning of the year        
Cost 72.2   56.7  
Current year movements        
Additions 36.8   -  
  Reversal of impairment provision -    15.5  
Balance at the end of the year 109.0    72.2  
At 30 June 2006 investment properties were valued by internal valuers at R116.7m.

11

interest in subsidiaries

    Company  
2006   2005  
  Rm    Rm  
Shares 269.5   266 .0  
  Cost 401.3    401.3  
  Provision for impairment (131.8)    (135.3)  
Amounts owing (to) / by subsidiaries        
  Woolworths (Proprietary) Limited (342.4)   (33.7)  
  Country Road Limited 38.1   36.4  
  E-Com Investments 16 (Proprietary) Limited 338.3   355.7  
  i'Sentials (Proprietary) Limited -   -  
        Cost 27.1    27.1  
        Provision for impairment (27.1)    (27.1)  
           
Total net interest 303.5    624.4  
Interest in subsidiaries is stated at cost less provision for impairment.
 
Interest on the Australian dollar denominated loan to Country Road Limited is calculated based on the Australian Bank Bills rate and is payable quarterly in arrears. The loan has been subordinated. No capital repayments have been made during the year (2005: A$3m of the original A$10m loan advanced was repaid). Interest received on the loan to Country Road for the current year amounted to R2.2m (2005: R2.6m).
The loans to and from the other subsidiaries are unsecured, interest free and have no fixed terms of repayment. Due to the unpredictability of cash flows the fair values cannot be determined.
Refer to Annexure 1 for details.

12

investments

       
Group  
  2006 2005  
        Rm   Rm  
  Unlisted        
Virtual Market Place (Proprietary) Limited -   2.6  
  -   2.6  
  During the year the group's holding of the issued share capital of Virtual Market Place (Proprietary) Limited was increased to 100%.
Refer to note 32.6 for details. The investment has been consolidated from 1 April 2006 when it became a subsidiary of the group.
 

13

participation in export partnerships

Group   Company  
2006   2005   2006   2005  
  Rm   Rm   Rm   Rm  
    71.6   79.3   32.9   36.4  
  The group participates as a partner in a number of container export partnerships. The partnerships sold containers in terms of long- term suspensive purchase and credit sale agreements.

Participation in export partnerships is measured at amortised cost using the effective interest rate method. Amortised cost is the company's cost of original participation less principal subsequent repayments received, plus the cumulative amortisation of the difference between the initial amount and the maturity amount, less any write down for impairment or uncollectability. Any impairment to the participation in export partnerships would result in a corresponding reduction in the related deferred tax liability and thus there would be no impact on the cash flow statement and the net profit of the group.
 
Due to the terms and conditions attaching to the participation in export partnerships it is not practicable within constraints of timeliness or cost to determine their fair values.

14

other loans

                    
Housing and other employee loans 43.1   48.0          
Share purchase scheme participant loans and investments 140.1   97.2          
Other loans 1.0    1.7          
  184.2    146.9          
  Loans to the directors in respect of their indirect holdings in the share purchase scheme bear interest at market rates and are secured by shares in Woolworths Holdings Limited. Loans to directors and other employees participating directly in the share purchase scheme are interest free and are secured by shares in Woolworths Holdings Limited. The loans will be repaid when participants take delivery of vested shares, over a period not exceeding ten years.

Housing and other employee loans bear interest at varying discounts to market rates. Housing loans are required to be repaid on termination of employment.

Due to the unpredictability of cash flows the fair value cannot be determined.

15

goodwill

Goodwill arising on acquisition of Virtual Market Place (Proprietary) Limited 12.8 -
 Repurchase of franchise business 10.2   -  
  23.0   -  
    

16

deferred tax

               
Group   Company  
  Restated   Restated  
2006   2005   2006   2005  
    Rm   Rm   Rm   Rm  
Balance at the beginning of the year (103.0)   17.4   43.2   66.7  
Amount credited to the income statement (92.6)   (120.2)   (3.8)   (23.5)  
Property, plant and equipment (6.7)   2.6   - -  
Prepayments (7.3)   2.2   - -  
Working capital and other provisions (64.1)   (23.8)   - -  
Export partnerships (8.6)   (95.9)   (3.8)   (24.8)  
Post-retirement medical aid liability (6.0)   (5.2)   - -  
STC* (6.7)   (3.2)   - -  
Other* 6.8   3.1   - 1.3  
Amounts recognised directly in equity                
Foreign currency translation reserve adjustment 4.9   -   - -  
  Financial instrument revaluation reserve adjustment 12.9   (0.2)   -   -  
Balance at the end of the year (177.8)   (103.0)   39.4   43.2  
Deferred tax liability 78.1   90.1   39.4   43.2  
Deferred tax asset (255.9)   (193.1)   -    -  
Net deferred tax (asset) / liability (177.8)   (103.0)   39.4   43.2  
Comprising:                
Property, plant and equipment 48.7   55.4   -   -  
Prepayments 11.6   18.9   -   -  
Working capital and other provisions (263.1)   (199.0)   -   -  
Export partnerships 78.1   86.7   34.2   38.0  
Post-retirement medical aid liability (58.6)   (52.6)   -   -  
STC* (9.9)   (3.2)   - -  
Other* 15.4   (9.2)   5.2   5.2  
    (177.8)   (103.0)   39.4   43.2  
* STC has been reclassified from 'other' in the prior year to be disclosed separately.
 
Deferred tax has been calculated at the standard corporate tax rate at the reporting date as management expect to recover the carrying values of assets and settle the carrying value of liabilities through use. The deferred tax asset relating to STC credits is calculated at the STC rate.

Deferred tax assets are raised after due consideration of future taxable income.
  Losses available for set-off against future taxable income for which a deferred tax asset has not been raised 12.2   17.2          
                   

17 

inventories

               
Merchandise 832.0   720.8          
Provision for impairment (10.8)   (50.9)          
Consumables 2.7   0.3          
Raw materials 17.5   12.8          
  841.4   683.0          
                   
Inventories carried at net realisable value included above 105.2   63.3          
Extent to which merchandise sold below cost during the year 51.6   63.9          

18

receivables

R2 323.6m of Woolworths card debtors receivables eligible for securitisation were sold to Account On Us (Proprietary) Limited in February 2005 and eligible receivables continue to be sold to Account On Us (Proprietary) Limited on a daily basis. The securitised Woolworths card debtors remain disclosed on the group balance sheet as Woolworths has retained the significant risks and rewards of ownership.
 
At the balance sheet date Woolworths card debtors amounting to R2 377.9m (2005: R2 415.8m) are owned by Account On Us (Proprietary) Limited as security for the notes in issue under the asset backed note programme refer note 22.
Group Company
  Restated     Restated  
2006   2005   2006   2005  
  Rm   Rm   Rm   Rm  
Woolworths card debtors 3 109.2   2 696.2    
Provision for impairment (138.0)   (105.4)          
  2 971.2   2 590.8          
Credit card receivables 628.5   326.0    
Provision for impairment (34.8)   (16.4)          
  593.7   309.6          
Loans to customers non-current 260.4   209.1    
Loans to customers current 669.5   554.1    
Provision for impairment (39.8)   (19.5)           
  890.1   743.7          
 
Accounts receivable 675.5   590.1 0.6 0.6
Provision for impairment (15.7)   (30.3) - -
Current portion of participation in export partnerships 42.4   81.4 11.8 20.4
Fair value of the securitisation total return swap and                
  interest rate collar (refer notes 23 & 28.2) 113.6   135.8   -   -  
     815.8   777.0   12.4   21.0  

Financial services assets (Woolworths card debtors, credit card receivables and loans to customers) have revolving credit terms. Loans to customers have a maximum repayment period of 3 years.
Woolworths card debtors and loans to customers attract interest rates as determined by the gazetted usury rate. Interest rates on credit card receivables are market-related. During the current year the financial services assets earned interest of R748.4m (2005: R602.2m).
 
The provision for impairment of the financial services assets is determined using statistical provisioning models based on historical experience modified for recent changes in economic circumstances to determine the probability that receivables will not be recoverable. The key assumptions are net charge-off rates of:

%   %          
Woolworths card debtors 4.4   3.9          
Credit card receivables 5.5   5.0          
Loans to customers 4.3   2.5          
The carrying values of financial services assets are considered to approximate fair value. Fair value is considered in the impairment review process.
 
Accounts receivable are interest free and have payment terms ranging from 7 days to 60 days.

19

ordinary share capital

         Group   Company
  2006 2005    2006   2005  
    Rm   Rm    Rm Rm  
  Authorised                 
  1 500 000 000 (2005: 1 500 000 000) ordinary shares of 0.15 cents each 2.3   2.3    2.3   2.3  
  Issued                 
  797 219 395 (2005 : 787 203 320) ordinary shares of 0.15 cents each (Company: 884 091 089 (2005: 874 075 014) ordinary shares of 0.15 cents each) 1.1   1.1    1.3    1.3  
  Reconciliation of value of shares in issue :             
  Opening balance 1.1   1.2    1.3   1.4  
  14 539 120 (2005: 14 817 091) shares issued -   -    -    
  4 523 045 (2005: 91 457 044) shares repurchased and cancelled -   -    -    (0.1)  
  Nil (2005: 86 871 694) shares repurchased by subsidiary, E-Com Investments 16 (Proprietary) Limited -   (0.1)    -    
    1.1   1.1    1.3    1.3  
Reconciliation of number of shares in issue:                 
Opening balance 787 203 320   868 299 247   874 075 014   950 714 967  
Shares issued 14 539 120   14 817 091   14 539 120   14 817 091  
Shares repurchased and cancelled (4 523 045)   (9 041 324)   (4 523 045)   (91 457 044)  
Shares repurchased by subsidiary, E-Com Investments 16                
  (Proprietary) Limited -    (86 871 694)   -   -  
  797 219 395   787 203 320   884 091 089   874 075 014  
Share incentive schemes                
The group operates a share purchase scheme as well as a share option scheme, details of which are given in the directors' report.
  Number of shares          
Shares held by participants                
Balance at the beginning of the year 26 538 683   31 418 564
Issued 7 622 843   2 750 509
Sold (4 762 779)   (7 171 593)
Shares released from the scheme (103 905)   (458 797)
Balance at the end of the year 29 294 842   26 538 683
              
Market value at 30 June (rands) 401 339 335   272 021 501
Percentage of shares vested at 30 June  70%   56%
Weighted average issue price (rands) 6.41   9.09
Weighted average market price per share traded (rands) 12.43   10.40
Options granted to participants                
Balance at the beginning of the year 38 005 008   45 406 400          
Granted 5 263 315   4 903 874          
Exercised (8 951 616)   (10 656 378)          
Forfeited (3 467 276)   (1 648 888)          
Balance at the end of the year 30 849 431   38 005 008          
Percentage of options vested at the end of the year 47%   37%          
Weighted average price of options exercised (rands) 3.53   3.21          
          Weighted average market price per share traded (rands) 13.63   9.66          
       
        Number of share options outstanding  
    2006   2005   Exercise price    Fair value at grant date*  
Period of offer                  
8 December 1998 to 8 December 2008   2 212 906   3 493 245   2.60   -  
1 January 1999 to 1 January 2009   47 892   126 738   2.84   -  
2 February 1999 to 2 February 2009   17 500   30 000   2.90   -  
2 February 1999 to 1 May 2009   168 088   435 596   3.06   -  
3 March 1999 to 3 March 2009   4 337   24 591   4.09   -  
14 May 1999 to 14 May 2009   2 340 513   3 386 722   3.22   -  
27 May 1999 to 27 May 2009   77 284   122 140   4.53   -  
23 July 1999 to 23 July 2009   522 096   670 116   3.80   -  
29 September 1999 to 29 September 2009   316 828   560 241   3.77   -  
21 December 1999 to 21 December 2009   410 558   848 534   3.84   -  
10 March 2000 to 10 March 2010   38 253   56 381   3.51   -  
25 April 2000 to 25 April 2010   61 376   118 245   3.21   -  
25 May 2000 to 1 August 2010   610 793   857 909   2.70   -  
30 June 2000 to 30 June 2010   231 778   326 946   3.00   -  
27 October 2000 to 1 January 2011   1 921 204   3 837 108   2.77   -  
1 February 2001 to 1 March 2011   305 154   929 535   2.82   -  
1 April 2001 to 1 June 2011   822 168   1 595 194   3.03   -  
1 July 2001 to 1 September 2011   1 178 022   1 735 064   3.33   -  
1 October 2001 to 1 December 2011   445 599   539 481   3.59   -  
1 January 2002 to 1 January 2012   426 550   554 005   3.46   -  
1 February 2002 to 1 April 2012   470 109   650 425   3.43   -  
26 February 2002 to 26 February 2012   805 517   1 195 881   3.78   -  
1 June 2002 to 1 June 2012   40 745   151 781   3.95   -  
14 June 2002 to 14 June 2012   2 958 852   4 088 748   3.98   -  
1 December 2002 to 1 December 2012   39 048   58 572   4.38   2.20  
1 January 2003 to 1 January 2013   421 510   508 313   4.42   2.14  
1 February 2003 to 1 February 2013   163 285   163 285   4.49   1.84  
1 March 2003 to 1 May 2013   488 189   488 189   4.62   1.96  
1 June 2003 to 1 June 2013   186 734   300 991   4.69   2.16  
12 August 2003 to 22 August 2013   1 983 079   2 519 980   5.16   2.88  
2 September 2003 to 2 September 2013   30 380   30 380   5.53   2.65  
22 September 2003 to 22 September 2013   336 449   480 857   5.76   2.31  
1 October 2003 to 1 November 2013   224 886   429 688   6.10   2.26  
1 January 2004 to 1 January 2014   56 414   85 514   6.43   2.69  
1 January 2004 to 1 January 2014   231 303   245 218   7.28   2.93  
1 February 2004 to 1 February 2014   159 310   159 310   7.25   2.67  
1 March 2004 to 1 March 2014   226 064   226 064   6.84   2.46  
1 April 2004 to 1 April 2014   55 326   62 376   7.33   2.63  
3 May 2004 to 3 May 2014   135 734   226 222   7.22   2.61  
1 June 2004 to 1 June 2014   127 130   176 218   7.13   2.71  
1 December 2004 to 1 December 2014   2 571 679   3 265 244   10.59   3.55  
29 March 2005 to 29 March 2015   1 016 683   1 136 683   10.18   3.44  
4 April 2005 to 4 April 2015   61 913   77 391   9.99   3.22  
1 May 2005 to 1 May 2015   717 246   967 246   9.73   3.15  
1 June 2005 to 1 June 2015   62 641   62 641   10.64   3.14  
1 July 2005 to 1 July 2015   871 791   -  10.33   3.30  
1 August 2005 to 1 August 2015   199 600   -  11.58   3.73  
24 August 2005 to 24 August 2015   1 800 573   -  11.31   3.66  
1 September 2005 to 1 September 2015   318 013   -  11.64   3.67  
1 October 2005 to 1 October 2015   154 171   12.71   4.22  
1 November 2005 to 1 November 2015   965 301   -  12.45   4.11  
3 January 2006 to 3 January 2016   308 601   -  14.11   4.43  
1 March 2006 to 1 March 2016   147 549   15.81   4.89  
1 April 2006 to 1 April 2016   138 722   -  16.33   5.16  
1 May 2006 to 1 May 2016   215 985   -    16.56   5.27  
    30 849 431   38 005 008          
         * Fair value of options prior to IFRS 2 effective date of 7 November 2002 has not been determined
           
Group          
2006   2005            
  Rm   Rm          
  Share based payments                
Shares 1.3   1.3          
Share options 16.7   9.1          
  18.0   10.4          
Shares and share options granted in terms of the executive incentive scheme meet the definition of share based payments. The terms and conditions of the schemes are detailed in the remuneration report of the corporate governance report.
The options vest in tranches of 20% per annum and expire after 10 years. The options were valued using a binomial model and assuming an option life of 10 years. Other valuation assumptions include volatility set at historic trend levels, a dividend yield of 5% and a risk free interest rate based on the zero-coupon yield of SA government bonds with a term consistent with the option life.
Shares granted in terms of the executive incentive scheme were granted at a discount to market value up to 1 January 2004.
These shares also meet the definition of share based payments and were valued at intrinsic value. The shares vest in tranches of 20% per annum.
Directors' interest in shares
Details of directors beneficial and non-beneficial interests in the shares of the company are disclosed in the directors' report.
Shares and share options granted to executive directors are set out in the remuneration report.

20

share premium

Group Company  
  Restated     Restated  
2006   2005   2006   2005  
  Rm   Rm   Rm   Rm  
Balance at the beginning of the year 175.5   627.3   175.5   627.3  
Share issues in terms of the share incentive scheme 72.7   63.2   72.7   63.2  
Share premium distributed (176.4)   (420.4)   (176.4)   (420.4)  
Shares repurchased and cancelled (61.7)   (94.6)   (61.7)   (94.6)  
Balance at the end of the year 10.1   175.5   10.1   175.5  
                   

21 

distributable reserves

         
Share based payment reserve 28.4   10.4          
Financial instrument revaluation reserve                
    Interest rate and foreign exchange derivative instruments 32.4   0.7          
Retained profit                
    Company 295.4   640.6   295.4   640.6  
    Arising on consolidation of subsidiaries 2 965.4   2 100.6   -   -  
  3 260.8   2 741.2   295.4   640.6  
                    
  3 321.6   2 752.3   295.4   640.6   
 

22

interest bearing borrowings

Group  
      Restated  
  2006   2005  
  Rm   Rm  
Non-current – secured        
Floating rate notes in issue – listed on the Bond Exchange of        
South Africa 1 600.0   1 900.0  
2 year notes maturing on 25 February 2007 – 3 month        
Jibar plus 0.33% (transferred to current borrowings) -   300.0  
3 year notes maturing on 25 February 2008 – 3 month        
Jibar plus 0.35% 400.0   400.0  
4 year notes maturing on 25 February 2009 – 3 month        
Jibar plus 0.36% 550.0   550.0  
5 year notes maturing on 25 February 2010 – 3 month        
Jibar plus 0.38% 650.0   650.0  
Non-current – unsecured        
Floating rate loan bearing interest at prime less 3.5%,        
maturing on 6 December 2007 500.0   500.0  
  2 100.0   2 400.0  
Current – unsecured        
Floating rate notes in issue – listed on the Bond Exchange        
of South Africa        
2 year notes maturing on 25 February 2007 –        
3 month Jibar plus 0.33% 300.0   -  
Call loans – floating interest rates varying between        
7.10% and 7.60% (2005: 6.65% – 7.15%) 1 033.6   194.7  
Overdraft - floating interest rate (2005: 10.5%) -   7.5  
  1 333.6   202.2  
  The notes issued are asset-backed with security provided to investors under the note programme agreement – refer note 18. Sureties for all other borrowings are provided by Woolworths Holdings Limited. The treasury committee is responsible for monitoring ongoing compliance with the group’s financial covenants.
 
Interest bearing borrowings bear interest at variable, market determined rates and thus carrying value approximates fair value. 
         

23 

other liabilities

       
Non-current        
   Net operating lease accrual        
      Operating lease accrual 426.1   394.5  
      Operating lease prepayment (5.9)   (4.4)  
  420.2   390.1  
Current        
   Trade payables 878.6   761.3  
   Other payables 599.3   372.3  
   Operating lease accrual 23.5   27.2  
   Fair value of securitisation total return swap (refer notes 18 & 28.2) 102.7   141.1  
  1 604.1   1 301.9  
Trade and other payables are interest free and have payment terms of 30 days.        
          The carrying value of trade and other payables approximate fair value.        

24

retirement benefit information

Woolworths permanent employees under the age of 60 are contributory members of the Wooltru Group Retirement Fund. Certain employees, in addition to belonging to the Wooltru Group Retirement Fund, are contributory members of other retirement funds. All funds are defined contribution funds and are registered under the Pensions Fund Act of 1956, as amended. Actuarial valuations are carried out every year for the Wooltru Group Retirement Fund, and every three years for the other funds. The latest valuations of the Wooltru Group Retirement Fund as at 28 February 2006 and the other funds as at 31 December 2005, confirmed that the funds were in a sound financial position.
Country Road Limited provides superannuation benefits for various categories of employees in Australia. All funds are administered externally and provide for benefits for death, total disability, retirement and resignation. All benefits are provided on an accumulation of contributions basis and accordingly no actuarial assessment is required. Contributions vary from employee to employee as determined by various awards and negotiated conditions of employment. Future company contributions required to meet the superannuation guarantee charge and contributions under awards are legally enforceable.
Total group contributions are charged to income as incurred and amounted to R111.8m (2005: R90.4m).
Woolworths subsidises a portion of the medical aid contributions of retired employees. The company values its accrued and future liability in respect of post-retirement medical aid contributions annually in June. The liability was actuarially valued based on the healthcare benefits currently provided to staff using appropriate mortality and withdrawal assumptions. For the purposes of the valuation it was assumed that investment returns would be 8.5% (2005: 10%), and medical inflation of 6.5% (2005: 8.0%) per annum. The discount rate used to value the liability at 30 June 2006 is 8.5% (2005: 10%) per annum.
At 30 June 2006, the accrued liability amounted to R202.2m (2005: R195.0m) in respect of those current and retired members of staff who participate in the Wooltru Healthcare Fund, the company's in-house medical aid scheme. At that date, Woolworths had funded R12.5m (2005: R15.4m) of the liability by means of a long-term insurance policy held with Momentum Ability.
Employees who joined the healthcare fund after 1 November 2000 are not entitled to receive post-retirement healthcare benefits.
The funding status of the Wooltru Healthcare Fund determined in terms of IAS 19 Employee Benefits is as follows:
  Group  
Restated  
  2006 2005  
    Rm Rm  
Funding liability 202.2 195.0  
Fair value of assets (12.5) (15.4)  
Funding deficit 189.7 179.6  
Unrecognised actuarial gain 13.0 1.7  
Net obligation 202.7 181.3  
Reconciliation:      
Net obligation at the beginning of the year 181.3 158.5  
  Net movement charged to employment cost in the income statement 22.6 23.9  
    Current service cost 7.7 7.3  
    Interest on obligation 15.9 17.9  
    Expected return on assets (1.0) (1.3)  
Contribution paid (1.2) (1.1)  
Net obligation at the end of the year 202.7 181.3  
Funding liability at the beginning of the year 195.0 174.2  
Interest cost 15.9 17.9  
Current service cost 7.5 7.3  
Contributions (7.3) (6.5)  
Actuarial (gain) / loss (8.9) 2.1  
Funding liability at the end of the year 202.2 195.0  
Fair value of plan assets at the beginning of the year 15.4 15.7  
Expected returns 0.1 1.3  
Contributions (6.2) (5.5)  
Actuarial gain 3.2 3.9  
    12.5 15.4  
       
    Group        
  Restated      
    2006 2005        
         Rm Rm        
Actual return on plan assets            
    Expected return on plan assets 1.0 1.3        
    Actuarial gain on plan assets 3.2 3.9        
    Actual return on plan assets 4.2 5.2        
                 
      2006 2005 2004 2003 2002  
Funding liability 202.2 195.0 174.2  155.2 136.4  
Fair value of assets (12.5) (15.4) (15.7) (17.5) (18.0)  
Funding deficit 189.7 179.6 158.5 137.7 118.4  
Actuarial (gain) / loss on funding liability (8.9) 2.1 1.8 (3.9) 9.4  
Actuarial gain / (loss) on plan assets 3.2 3.9 1.4 (2.7) 2.3  
A one percentage point increase or decrease in the assumed medical inflation rate of 6.5% would have the following effect: 
    5.5% 7.5%        
Medical inflation assumption 1% decrease 1% increase      
Service cost for the year ended June 2006 6.0 9.4        
Interest cost for the year ended June 2006 13.6 18.8        
Accrued liability at June 2006 174.7 236.0      
                 

25

provisions 

      Group  
          2006 2005  
      Provision for        
        onerous lease        
    Leave Restructuring pay commitments Other Total Total  
    Rm Rm Rm Rm Rm Rm  
Balance at the beginning of the year 73.2 3.0 32.4 8.9 117.5 113.6  
Raised 37.4 - 6.8 - 44.2 30.9  
Released (0.5) - (6.7) (2.2) (9.4) (12.2)  
  Utilised (18.6) (1.3) - (1.4) (21.3) (14.8)  
Balance at the end of the year 91.5 1.7 32.5 5.3 131.0 117.5  
Other provisions consist primarily of Australian long service entitlements.
    The current leave pay provision will unwind as employees use up their leave entitlement. The provision for onerous lease commitments reverses as the lease term runs down or the economics of the lease improve. The restructuring provision is expected to be utilised during the next financial year as the relevant business restructuring occurs.
   

26

capital commitments

Group  
  2006 2005  
    Rm Rm  
Commitments in respect of capital expenditure approved by      
  the directors but not accrued at the balance sheet date      
Contracted for 239.3 47.6  
Not contracted for 180.3 595.6  
    419.6 643.2  
          This expenditure for property, plant and equipment will be financed by cash generated from the group's activities and from available borrowing facilities.

27

contingent liabilities

Company
The company provides sureties for the banking facilities (refer note 28.4) and lease obligations of certain subsidiaries.
In the opinion of the directors, the possibility of loss arising therefrom is remote.

28

financial risk management

Exposure to credit, interest rate and currency risk arises in the normal course of the group’s business. A treasury committee meets on a regular basis to update treasury policies and objectives, analyse currency and interest rate exposures and management strategies against revised economic forecasts. Credit risk is managed by the credit risk committee.

28.1

foreign currency management

It is the group’s policy to cover all foreign currency exposures arising from the acquisition of goods and services with forward exchange contracts.
Forward exchange contracts at 30 June are summarised below. These amounts represent the net rand equivalent of the group commitments to purchase and sell foreign currencies.
Foreign currency against rand :
Group  
     2006  2005  
    Rand  Average Rand Average
    equivalent rate equivalent rate  
    Rm R Rm R  
  Exports – sell contracts          
US Dollar - - 1.5 6.03  
  Imports – purchase contracts          
US Dollar 288.8 6.86 236.3 6.60  
British Pound 80.1 12.55 90.5 12.69  
Euro 6.2 8.63 8.8 8.65  
New Zealand Dollar 1.8 4.20 - -  
Norwegian Kroner 0.6 0.93 - -  
Hong Kong Dollar 0.8 1.17 - -  
Canadian Dollar 0.3 5.53 0.5 5.51  
Swiss Franc - - 0.8 5.48  
Australian Dollar - - 0.9 5.22  
Danish Krone - - 0.8 1.10  
             
    Rand equivalent    
    2006 2005  
    Rm Rm      
Foreign exchange derivatives maturity analysis          
     Less than 1 year 322.9 277.6      
     1 year to 5 years 55.7 62.5      
  Investment in foreign subsidiaries      
    The group has unhedged net assets / (liabilities) in foreign subsidiaries of          
US Dollar 45.6 44.5      
Euro (30.5) (28.2)    
Australian Dollar 4.7 1.6      
 

28.2

interest rate management

         
Financial services assets and interest bearing borrowings carry interest rate risk. As part of the process of managing the group's fixed and floating rate borrowings mix, the interest rate characteristics of new borrowings and refinancing of existing borrowings are positioned according to expected movements in interest rates. 
  The interest rate pricing profile at 30 June is summarised as follows : Group 
      2006 2005
        Effective Effective
        interest rate   interest rate
        Rm % Rm %  
    Local interest bearing borrowings        
  Floating rate 3 433.6 7.5% 2 602.2 7.2%
    % of total borrowings 100%   100%    
  There are no foreign interest bearing borrowings.        
   The structure of the asset backed note programme requires that the basis risk be swapped out of the special purpose vehicle, Account On Us (Proprietary) Limited. Account On Us (Proprietary) Limited has entered into a total return swap with the Standard Bank of South Africa Limited, whereby revenue earned on the receivables owned by Account On Us (Proprietary) Limited is swapped for a Jibar related return. Woolworths (Proprietary) Limited has entered into a back-to-back swap with the Standard Bank of South Africa Limited. The fair values of the swaps are reflected on the balance sheet (refer notes 18 & 23).
          During the current financial year the interest rate exposure on the notes maturing in February 2008 and February 2009, totalling R950m, was hedged using interest rate collars. The fair value of the derivatives at balance sheet date is included in note 18.
     
   2006  2005
  Nominal floor rate cap rate Nominal floor rate cap rate
     Rm % % Rm % %  
Interest rate derivatives maturity analysis            
   Less than 1 year - - - - - -
   More than 1 year 950.0 6.83 8.46 - - -

28.3

credit risk management

  Potential concentrations of credit risk consist principally of short-term cash investments and trade, card and customer loan debtors. The group only deposits short-term cash surpluses with major banks of high quality credit standing.
  Woolworths card, customer loan debtors and credit card receivables comprise a large, widespread customer base and ongoing credit evaluations are performed. The granting of credit is controlled by entering application information into a statistical scoring model, and the assumptions therein are reviewed and updated on an ongoing basis. As at 30 June 2006, it is considered that there are no significant concentrations of credit risk that have not been adequately provided for in the annual financial statements.
Trencor Limited has materially warranted certain important cash flow aspects of the group's participation in export partnerships.

28.4

liquidity management

   
  The group has minimised its liquidity risk as shown by its substantial undrawn banking facilities. Group
      2006 2005
        Rm Rm  
    Banking facilities:    
     Total banking facilities 2 734.1 2 931.6
        Less: drawn down portion (1 018.1) (157.7)  
       Total undrawn banking facilities 1 716.0 2 773.9  
    Borrowing capacity    
  In terms of the company's articles of association, there is no limit on the group's authority to raise interest bearing debt.
    Country Road Limited    
    The credit standby facilities of Country Road Limited are secured by a registered mortgage debenture over its assets as disclosed in the segmental information in note 35.

28.5

fair value of financial instruments

          The carrying values of financial instruments measured at fair value have been determined using available market information and appropriate valuation methodologies. Fair value information for other financial instruments not carried at fair value is provided in the respective notes to these financial statements.

29

management of capital

The group considers share capital, share premium and interest bearing debt as capital. Management has made progress in meeting the following objectives:
  • to provide an adequate return to shareholders;
  • to appropiately gear the financial services business;
  • to maintain a finance cost cover of at least 3 times operating profit;
  • to safeguard Woolworths’ ability to continue as a going concern; and
  • to be flexible and take advantage of opportunities that are expected to provide an adequate return to shareholders.
The group is subject to triggers set by the agencies rating the securitisation structure. The triggers are based on the performance of the
securitised debtors book and the corporate rating of Woolworths Holdings Limited. Performance against these triggers is monitored on
an ongoing basis and there has been no breach of these triggers in the current year.
The group takes cognisance of certain rating agency ratios that evaluate the ability of the capital to absorb losses as evidenced by the corporate rating.

30 

comparative figures

Comparative figures have been restated as a result of the adoption of IFRS (refer to note 34) and SAICA Circular 9/2006 regarding inventories and cost of sales. In accordance with the recommendation by SAICA regarding the treatment of settlement discounts, the valuation of inventories and measurement of cost of sales have been adjusted by the settlement discounts received from suppliers in respect of merchandise purchases, with retrospective effect.
The change in classification of settlement discounts had no impact on profit and the following classification effects:
  Group
  2006 2005  
  Rm Rm  
Increase in operating costs 212.7 180.5  
Decrease in cost of merchandise 212.7 180.5  
Increase in gross profit % 1.5% 1.5%  
   

31

distributions to shareholders

  Group Company
  2006 2005 2006 2005
    Rm Rm   Rm Rm  
Distribution no. 14 of 25.5 cents per share was declared on        
  18 August 2004 and paid on 13 September 2004 - 242.8 - 242.8
Less: Distribution received on treasury shares - (21.0) - -
Distribution no. 15 of 18.5 cents per share was declared on        
  17 February 2005 and paid on 14 March 2005 - 177.6 - 177.6
Less: Distribution received on treasury shares - (15.2) - -
Distribution no. 16 of 35.5 cents per share was declared on        
  24 August 2005 and paid on 19 September 2005 313.2 - 313.2 -
Less: Distribution received on treasury shares (30.8) - - -
Distribution no. 17 of 24.0 cents per share was declared on        
  16 February 2006 and paid on 13 March 2006 212.7 - 212.7 -
Less: Distribution received on treasury shares (20.9) -   - -  
Total net distributions paid 474.2 384.2   525.9 420.4  
          Distribution no. 18 of 39.0 cents per share was declared on 22 August 2006.
 

32

cash flow information 

Group Company  
  Restated    Restated  
      2006 2005   2006 2005  
      Rm Rm   Rm Rm  
 

32.1

cash flow from trading

       
  Profit before exceptional items 1 246.4 1 078.6   43.0 804.1  
  Depreciation 269.9 254.5   - -  
  Finance costs paid 243.9 152.7   - -  
  Interest received (763.6) (641.7)   (8.9) (3.4)  
  (Profit) / loss on sale of property, plant and equipment (0.2) 0.5   - -  
  Profit on disposal of unit trust investment - (9.3)   - -  
  Movement in working capital and other provisions 32.6 100.2   - -  
    Net reversal of provision for impairment of property, plant and equipment - (15.0)   - -  
  Provision for impairment of participation in            
    export partnership - 6.1   - 2.1  
  Post-retirement medical aid provision 21.4 22.8   - -  
  Share-based payments 18.0 10.4   - -  
  Operating lease accrual 6.3 29.9   - -  
  Unrealised foreign exchange (profits) / losses (2.2) 6.8   1.7 (5.8)  
  Distribution received -   (34.3) (800.0)  
  Net inflow / (outflow) from trading 1 072.5 996.5   1.5 (3.0)  
 

32.2

working capital movements

           
  Inventories (111.1) (134.8)   - -  
  Accounts receivable (34.6) (98.5)   - -  
  Accounts payable 323.1 4.9   (0.5) 2.1  
  Net inflow / (outflow) 177.4 (228.4)   (0.5) 2.1  
 

32.3 

tax paid

           
    Normal and foreign tax            
  Amounts (owing) / receivable at the beginning of the year (233.7) (128.6)   7.6 21.2  
  Amounts charged to income statement (455.7) (416.7)   (6.6) (21.5)  
  Amounts owing / (receivable) at the end of the year 259.9 233.7   (0.7) (7.6)  
  Cash amounts (paid) / received (429.5) (311.6)   0.3 (7.9)  
    Secondary tax on companies            
  Amounts charged to income statement and paid (45.9) (3.0)   (39.4) -  
  Total tax paid (475.4) (314.6)   (39.1) (7.9)  
 

32.4

distributions to shareholders

       
  Amounts charged to statement of changes in            
    shareholders' interest and paid (474.2) (384.2)   (525.9) (420.4)  
 

32.5

cash and cash equivalents

           
  Cash            
      Interest earning            
      Local at interest rates of 5.75% (2005: 5.25%) 306.5 144.9   - 173.4  
      Foreign at interest rates of 2.5% to 5.6%            
        (2005: 0.5% to 5.4%) 103.7 80.6   - -  
      410.2 225.5   - 173.4  
  Overdrafts and short-term interest bearing borrowings* (1 033.6) (202.2)   (1.6) -  
  Cash and cash equivalents (623.4) 23.3   (1.6) 173.4  
  * Excluding current floating rate notes    
     
 

32.6

investments in business operations

   
    On 1 April 2006 the group acquired 74% of the issued share capital of Virtual Market Place (Proprietary) Limited for R12.8m. The group's shareholding was increased to 100%. The company creates partnerships between businesses and supporters for the benefit of broad based educational institutions. In the 3 months to 30 June 2006 the subsidiary contributed a profit of R0.6m to the consolidated profit for the period of R837.4m.  
      Group  
      2006  
      Rm  
Details of the net assets acquired and goodwill are as follows:    
Purchase consideration    
  Cash paid and payable 12.8  
  Less: Fair value of net assets acquired (1.3)  
  Goodwill 11.5  
  Goodwill on original investment acquisition 1.3  
  Total goodwill 12.8  
      Recognised  
      values  
      Rm  
Virtual Market Place (Proprietary) Limited net assets at date of acquisition
   Plant and equipment 0.4  
  Accounts receivable 6.5  
  Cash and cash equivalents 0.2  
  Trade and other payables (5.4)  
  Net identifiable assets and liabilities 1.7  
  74% acquired 1.3  
  Goodwill 11.5  
  Total consideration 12.8  
  Less: investment made in prior period (2.6)  
   Net cash outflow 10.2  
  On 27 March 2006 the group acquired a franchised operation for R13.0m. In the 3 months to 30 June 2006 the acquired operations contributed a profit of R2.1m to the consolidated operating profit for the period of R837.4m. 
               Rm  
Details of the net assets acquired and goodwill are as follows:    
Purchase consideration    
  Cash paid and payable 13.0  
  Less: Fair value of net assets acquired (2.8)  
   Goodwill 10.2  
      Recognised  
      values  
      Rm  
Net assets at date of acquisition:    
  Plant and equipment 2.8  
  Goodwill 10.2  
  Total consideration 13.0  
  Cash acquired -  
             Net cash outflow 13.0  
 

33

operating leases

Group  
      2006   2005  
      Rm   Rm  
The group has entered into various operating lease agreements on premises.        
  Leased premises are contracted for remaining periods of between 1 and 17 years with further renewal options thereafter. The commitments disclosed below comprise the minimum payments as well as additional contingent payments based on expected turnover levels.        

33.1

operating lease commitments

 
       Land and buildings        
       Next year 543.4   495.2  
       2007/8 to 2010/11 2 448.1   2 133.0  
       Thereafter 2 205.0   3 196.3  

33.2

future minimum sub-lease received payments expected to be from franchisees and other tenants under non-cancellable operating leases as principal lessor at 30 June

 
       Land and buildings        
       Next year 21.4   17.7  
       2007/8 to 2010/11 70.6   55.6  
       Thereafter 8.5   7.1  
 

33.3

future minimum sub-lease payments expected to be from franchisees and other tenants under non-cancellable operating leases as sub-lessor at 30 June

       
       Land and buildings        
       Next year 10.1   10.2  
       2007/8 to 2010/11 40.4   30.3  
       Thereafter 2.6   13.6  
  The operating lease accrual of R443.7m (2005: R417.3m) represents the extent to which the above future rental      
           expenses and income have already been recognised in the income statement refer note 23.        

34

IFRS adoption

These are the group's first consolidated annual financial statements prepared in accordance with IFRS.
The accounting policies set out in note 1 have been applied for the year ended 30 June 2006, the comparative information presented in these financial statements for the year ended 30 June 2005 and in the preparation of the opening IFRS balance sheet at 1 July 2004, the group's date of transition, except where IFRS 1 First Time Adoption of International Financial Reporting Standards either requires or allows exemptions from full retrospective application.
In preparing the opening IFRS balance sheet, the group has adjusted amounts previously reported in financial statements prepared in accordance with previous South African Statements of Generally Accepted Accounting Practice (SA GAAP).
An explanation of how the transition from previous SA GAAP to IFRS has affected the group's financial position and financial performance is set out in the following tables and the notes that accompany the tables.
  IFRS impact on reported balance sheets      
       Group Company
      Effect on   Effect on   Effect on   Effect on  Effect on  Effect on
    Note assets   liabilities   equity   assets liabilities  equity
        Rm   Rm   Rm   Rm   Rm   Rm  
  Transition date 1 July 2004                  
Property, plant and equipment 34.1 52.1   -    52.1   - - -
Impairment of financial services assets 34.2 52.0   -    52.0   - - -
Employee benefits 34.3 2.1   7.3   (5.2)   - - -
Foreign currency translations 34.4   7.2   -   7.2   -   -   -  
          113.4   7.3   106.1   -   -   -  
                 
  Year ended June 2005 - cumulative                            
Property, plant and equipment 34.1   57.9   -    57.9 - - -
Impairment of financial services assets 34.2   33.9     33.9 - - -
Employee benefits 34.3   2.1   7.3   (5.2)   - -   -  
Foreign currency translations 34.4   7.9   -    7.9    -   -   -  
        101.8   7.3   94.5    -   -    -   
                               
  IFRS impact on reported results SA GAAP   results IFRS   IFRS*   SA GAAP IFRS     IFRS   
        June    adjustments   June   June adjustments     June   
        2005       2005   2005     2005   
        Rm   Rm   Rm   Rm    Rm      Rm    
  Turnover   12 220.7     12 220.7 - - -
Cost of sales     8 207.6   -    8 207.6   -   -   -  
Gross profit   4 013.1     4 013.1 - - -
Other revenue   768.2   -   768.2   803.4  - 803.4 
Expenses   3 517.1   32.9   3 550.0   9.2 (9.9)   (0.7)  
Depreciation 34.1   262.1   (7.6)   254.5   - -   -  
Occupancy cost   609.8     609.8 - - -
Employment cost 34.5   1 449.6   10.4   1 460.0     -   -  
Other operating cost 34.2 & 34.4   1 195.6   30.1   1 225.7   9.2 (9.9)   (0.7)  
Finance costs     152.7     152.7     -   -  
Profit before tax   1 111.5   (32.9)   1 078.6   794.2 9.9   804.1   
Exceptional items   -   -    -   33.1   - 33.1 
Tax     307.7   (8.2)   299.5   (2.0)   -   (2.0)  
Profit after tax     803.8   (24.7)   779.1   829.3   9.9   839.2  
* The restated numbers are prior to reclassification of settlement discounts
       
Notes to conversion tables
34.1  IFRS requires that the useful lives and residual values of assets be reviewed annually. This requirement has resulted in a lower depreciation charge and a reversal of accumulated depreciation. 
34.2 Under IFRS requirements financial assets are subject to impairment only when there is objective evidence that a loss event has impacted the estimated future cash flows to be received from that asset.
34.3 Actuarial gains and losses were previously deferred and only recognised as income and expense when the cumulative gain or loss exceeded 10% of the greater of the fair value of plan assets and the defined obligation. Previously unrecognised actuarial losses of R7.3m relating to the post-retirement medical aid liability have been included in the liability at the transition date.
        34.4 The group previously recognised gains and losses on the translation of foreign operations which were classified as integrated foreign operations in the income statement in accordance with SA GAAP. Under IFRS the gains and losses on the translation of the balance sheet items of foreign operations are taken directly to non-distributable reserves. The change in translation method for foreign subsidiaries has resulted in a reclassification of foreign exchange losses between retained profits and the foreign currency translation reserve, both of which form part of equity.
34.5  Share based payments are expensed from 1 July 2004 onward.

35

segmental information

35.1

primary segmentation based on nature of business and retail chain

          Group  
            Restated  
  2006 2005  
          Financial        Financial  
  Total Intragroup Retail services  Total Intragroup Retail services   
      Woolworths Country     Woolworths  Country  
        Road         Road    
  Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm  
Operating results                      
Revenue 15 143.0 (78.9) 13 286.9 993.6 941.4 12 988.9 (68.5) 11 288.4 995.1 773.9  
Turnover 14 208.0 13 213.8 980.7 13.5  12 220.7 - 11 227.0 982.1 11.6  
Cost of sales 9 340.4 -  8 885.8 454.6 - 8 027.1 - 7 558.4 468.7 -  
Gross profit 4 867.6 - 4 328.0 526.1 13.5 4 193.6 - 3 668.6 513.4 11.6  
Other revenue 935.0 (78.9) 73.1 12.9 927.9 768.2 (68.5) 61.4 13.0 762.3  
Expenses 4 312.3 (78.9) 3 331.9 520.0 539.3 3 730.5 (68.5) 2 871.3 502.0 425.7  
Segmental operating profit  1 490.3 1 069.2 19.0  402.1 1 231.3  - 858.7 24.4 348.2  
Return on equity 34.8% - 58.6% 6.2% 11.7%   31.2% - 71.7% 10.3% 9.5%  
Balance sheets                      
Property, plant and                      
equipment, investment                      
properties, investments                      
and loans 1 985.5 (38.1) 1 849.0 152.3 22.3 1 605.0 (36.4) 1 484.1 143.2 14.1  
Inventories 841.4 707.9  133.5 - 683.0 - 563.0 120.0 -  
Financial services assets 4 455.0 -  - -   4 455.0 3 644.1 - - - 3 644.1  
Accounts receivable 815.8 -  614.5  35.6 165.7 777.0 - 528.9 58.9 189.2  
Cash 410.2 -  332.2 78.0 - 225.5 - 163.5 62.0 -  
Segment assets 8 507.9 (38.1) 3 503.6 399.4 4 643.0 6 934.6 (36.4) 2 739.5 384.1 3 847.4  
Tax and deferred                      
tax assets 260.4         204.5          
Total assets 8 768.3         7 139.1          
Depreciation 269.9 -  229.0 34.8 6.1  262.1 - 224.2 31.3 6.6  
Capital expenditure –                      
gross additions 637.9 -  596.0 38.1 3.8 385.9 - 338.3 41.8 5.8  
Capital commitments 419.5 -  366.2 53.3 -  643.2 - 598.2 45.0 -  
Debt ratio 39.2% -  - 9.5% 73.9%  36.4% - - 9.5% 67.6%  
Shareholding     100.0% 87.9% 100.0%     100.0% 87.9% 100.0%  

35.2

secondary segmentation based on geographic location of customers and assets

  Group  
            Restated  
  2006 2005  
          Financial         Financial  
  Total  Intragroup Retail services  Total Intragroup Retail  services
      Woolworths  Country       Woolworths Country  
        Road          Road    
    Rm Rm Rm Rm  Rm Rm Rm Rm Rm Rm  
Revenue                      
   South Africa 13 919.2 (78.9) 13 056.7 - 941.4  11 789.7 (68.5) 11 084.3 - 773.9  
   Rest of Africa 167.2 -  167.2 -  - 146.3 - 146.3 - -  
   Middle East 62.5 -  62.5 -  - 57.3 - 57.3 - -  
     Australasia 994.1 -  0.5 993.6 - 995.6 - 0.5 995.1 -  
    15 143.0 (78.9) 13 286.9 993.6 941.4 12 988.9  (68.5) 11 288.4 995.1 773.9  
Turnover – based                      
on location of end                      
user / customers                      
   South Africa 12 998.1 -  12 984.6 - 13.5  11 035.3 - 11 023.7 - 11.6  
   Rest of Africa 166.9 -  166.9 -  -  146.1 - 146.1 - -  
   Middle East 62.3 -  62.3 -  - 57.2 - 57.2 - -  
     Australasia 980.7 -  - 980.7 - 982.1 - - 982.1 -  
    14 208.0 - 13 213.8 980.7  13.5  12 220.7 - 11 227.0 982.1 11.6  
Total assets – based on                      
location of assets                      
   South Africa 8 108.5 (38.1) 3 503.6 - 4 643.0  6 492.4 (36.4) 2 681.4 - 3 847.4  
   Australasia 399.4 -  - 399.4 - 442.2 - 58.1 384.1 -  
    (38.1) 3 503.6 399.4 4 643.0   (36.4) 2 739.5 384.1 3 847.4  
   Tax and deferred                      
     tax assets 260.4         204.5          
  Total assets 8 768.3         7 139.1          
Capital expenditure                      
– based on                      
location of assets                      
   South Africa 599.8 -  596.0 -  3.8  344.1 - 338.3 - 5.8  
     Australasia 38.1 -  - 38.1 -  41.8 - - 41.8 -  
    637.9 -  596.0 38.1 3.8  385.9 - 338.3 41.8 5.8