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 2008 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), and the South African Companies Act, (61 of 1973), as amended.
 

Basis of preparation

  The annual financial statements are prepared on the historical cost basis, except where otherwise indicated. The accounting policies set out below, which have been consistently applied to all periods presented in these consolidated financial statements, except where the group has adopted the IFRS, IFRIC interpretations and amendments listed below that became effective during the year, had no impact on the reported results. Where applicable, additional disclosures for the current and comparative periods were provided. IFRS and IFRIC interpretations that are not applicable to the group were not adopted.
  IFRS 7 Financial Instruments: Disclosure (effective 1 January 2007)
IFRS 7 Financial Instruments: Disclosures requires disclosures relating to the significance of financial instruments to an entity’s financial position and performance in addition to qualitative and quantitative information about exposures to risks arising from financial instruments. This includes specified minimum disclosures relating to credit risk, liquidity risk and market risk. Implementation of the standard had no impact on the group’s reported results. However, additional disclosures have been provided where applicable.
  The group has not applied various IFRS and IFRIC interpretations that have been issued but are not yet effective. The adoption of these IFRS and IFRIC interpretations will be no later than the effective date. These are as follows, excluding those that are not expected to apply to the group:
  IFRS 8 Operating Segments (effective 1 January 2009)
This standard introduces management’s approach to segment reporting and emphasises disclosure of measures used to manage the business, in place of the rigidly defined disclosures required by IAS 14. A single set of operating segments replaces the primary and secondary segments. IFRS 8 will not have any impact on the group’s reported results.
  IAS 23 (Revised) Borrowing costs (effective 1 January 2009)
The revised standard removes the option to expense or capitalise borrowing costs on qualifying assets. It requires that borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset be included in the cost of that asset, provided it is probable that it will result in future economic benefits to the entity and the costs can be measured reliably.
  IAS 1 (Revised) Presentation of Financial Statements (effective 1 January 2009)
The revised standard introduces a new statement of comprehensive income which combines all items of income and expense recognised in profit or loss together with non-owner-related items previously accounted for directly in the statement of changes in equity. Only the details of transactions with owners (such as share issues, share repurchases and dividend distributions) will be presented in the statement of changes in equity. When an entity restates its financial statements or retrospectively applies a new accounting policy, an opening balance sheet as at the beginning of the earliest comparative period must be presented. The revision will not have any impact on the group’s reported results.
  IFRS 2 Share-based Payment:Vesting Conditions and Cancellation (effective 1 January 2009)
The amendment clarifies that conditions that include an explicit or implicit requirement to provide services are vesting conditions. The amendment generally requires that non-vesting conditions be treated similarly to market conditions. Market conditions are only taken into account to determine the fair value of the equity instruments granted. Where an award does not vest as the result of a failure to meet a non-vesting condition within the control of either the entity or the counterparty, it is accounted for as a cancellation. This means that any part of the cost of the award that is not yet recognised is immediately accelerated. However, failure to satisfy a non-vesting condition that is beyond the control of either party does not give rise to a cancellation. In such cases, the expense based on grant date fair value is still recognised over the vesting period unless a vesting condition is not met (whereby the award is forfeited). The amendment will not have any impact on the group’s reported results.
  IFRS 3 (Revised) Business Combinations – amendment (effective 1 July 2009)
The revision allows an entity to have a choice for each business combination entered into to measure a non-controlling interest (formerly minority interests) in the acquiree either at its fair value or at its proportionate interest in the acquiree’s net assets. In step acquisitions, previously held interests will be remeasured to fair value at the date of the acquisition and this value is included in calculating goodwill to be recognised as a result of the acquisition. Any gain or loss arising from the remeasurement will be recognised in profit or loss. All contingent consideration will be measured at fair value at the date of acquisition, and subsequent changes will no longer result in a change to goodwill. Contingent liabilities of the acquiree will be recognised at their fair value if there is a present obligation that arises from a past event and its fair value can be measured reliably. The acquirer will reassess all assets and liabilities acquired to determine their classification or designation as required by other standards. If the acquirer reacquires a right that it had previously granted to an acquiree (for example, the use of a trade name), the right will be recognised as an identifiable intangible asset, separately from goodwill. All consideration transferred will need to be carefully analysed to determine whether it is really part of the exchange transaction. Indemnification assets, such as an indemnity for an uncertain tax position or contingent liability, are recognised and measured based on the same measurement principles and assumptions as the related liability. The revision will not have any impact on the group’s reported results.
  IAS 27 (Revised) Consolidated and Separate Financial Statements – amendment (effective 1 July 2009)
The revised standard requires an entity to attribute its share of total comprehensive income to the minority interest, although this may result in the minority interest having a deficit balance. In addition, change in the ownership interest of a subsidiary (that does not result in loss of control) will be accounted for as an equity transaction and have no impact on goodwill nor will it give rise to a gain or loss. On loss of control of a subsidiary, any retained interest will be remeasured to fair value and impact the gain or loss recognised on disposal. The revision will not have any impact on the group’s reported results.
  IFRIC 13 Customer Loyalty Programmes (effective 1 July 2008)
IFRIC 13 clarifies where goods or services are sold together with a customer loyalty incentive, the arrangement is a multiple-element arrangement and the consideration receivable from the customer is allocated between the components of the arrangement based on their fair values. IFRIC 13 will not have any material impact on the group’s reported results.
  IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective 1 January 2008)
IFRIC 14 provides guidance on assessing the limit of the surplus that can be recognised as an asset in terms of IAS 19. IFRIC 14 will not have any impact on the group’s reported results.
 

Basis of consolidation

  The group consolidates all of its subsidiaries. Accounting policies are applied consistently in all group companies. 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 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 rolling twelve month period ending 30 June and consolidated to that date.

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

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

Foreign currency translations

  The presentation and functional currency of the group and the company financial statements is the South African rand.

Foreign currency transactions are recorded at the exchange rates ruling on the transaction dates. Monetary assets and liabilities designated in foreign currencies are subsequently translated at rates of exchange ruling at the balance sheet date, gains and losses thereon are recognised in the income statement. Upon settlement, foreign currency monetary assets and liabilities are translated at the rates of exchange ruling at the settlement date and resulting gains and losses are recognised in the income statement. Non-monetary assets and liabilities are consistently translated at rates of exchange ruling at acquisition date.

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 recognised directly in equity.

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.

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. The property portfolio is valued internally on an annual basis and every three years by independent valuers for additional disclosure purposes. Furniture, fittings, motor vehicles and computers are shown at cost less accumulated depreciation and any impairment in value.

Subsequent expenditure, including the cost of replacing parts of the asset, other than day-to-day servicing costs, is 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 the asset (or disposal group into which the asset falls) is classified as held for sale or included in a discontinued operation in accordance with IFRS 5 and the date that the asset is derecognised. 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 which 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:  
  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
  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 the asset is derecognised.

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

  Intangible assets
  Intangible assets are initially recognised at cost, if acquired separately, or at fair value if acquired as part of a business combination. After initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised but expensed in the income statement in the period during which the expenses are incurred.

Other than goodwill, all of the group’s intangible assets are assessed as having finite useful lives. The group’s intangible assets are amortised over their useful lives using a straight-line basis. Computer software is amortised over a period between 5 to 10 years.

Amortisation commences when the intangible assets are available for their intended use. The amortisation period and method for intangible assets with finite useful lives are reviewed annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates.

The residual value of an intangible asset may increase to an amount equal to or greater than the asset’s carrying amount. Whilst residual value exceeds carrying value, amortisation is discontinued.

The residual value of an intangible asset shall be zero unless there is a commitment by a third party to purchase the asset at the end of its useful life or if the residual value can be determined by reference to an active market and it is probable that the market will still exist at the end of the asset’s useful life.

Amortisation shall cease at the earlier date that the asset is classified as held for sale (or is included in a disposal group that is classified as held for sale) or the date that the asset is derecognised.

Subsequent expenditure on intangible assets is capitalised if it is probable that future economic benefits attributable to the asset will flow to the group and the expenditure can be reliably measured.

Intangible assets are derecognised upon disposal or where no future economic benefits are expected. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset. These gains and losses are recognised in the income statement when the asset is derecognised.

Intangible assets are tested for impairment if indications of impairment exist. For impairment of intangible assets, refer to the policy on impairment of non-financial assets.

  Computer software
  Computer software acquired from external suppliers is initially recognised at cost. Computer software development costs are capitalised if the recognition criteria outlined below under ‘Research and development’ are met.
   
  Research and developmentnt
 

Research costs are expensed as incurred.

Development costs are recognised as an expense in the period in which they are incurred unless the technical feasibility of the asset has been demonstrated and the intention to complete and utilise the asset is confirmed. Capitalisation commences when it can be demonstrated how the intangible asset will generate probable future economic benefits, that it is technically feasible to complete the asset, that the intention and ability to complete and use the asset exists, that adequate financial, technical and other resources to complete the development are available and the costs attributable to the process or product can be separately identified and measured reliably.
   
  Goodwill
  Goodwill on acquisitions of subsidiaries is recognised as an asset and initially measured at its cost.

After initial recognition, goodwill on acquisitions of subsidiaries is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation can be made to a single cash-generating unit or a group of cash-generating units.

Goodwill is tested for impairment at every financial year end or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill is allocated. Where the cash-generating unit’s recoverable amount is less than its carrying value, an impairment loss is recognised. An impairment loss for goodwill cannot be reversed in future periods. The group performs its annual impairment test of goodwill on 30 June.

Goodwill on acquisitions of equity accounted associates and joint ventures is included in the investments in associates or joint ventures and tested for impairment as part of the carrying value of the investment.

When part of a cash-generating unit that contains goodwill is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation in determining the gain or loss on disposal. Goodwill disposed of in this manner is measured on the relative values of the operation disposed of and the portion of the cash-generating unit retained.
 

Business combination

  All business combinations are accounted for by applying the purchase method. Goodwill arises on the acquisition of subsidiaries, associates and joint ventures 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.
 

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.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

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 to investment properties when there is a change in use of the property. Transfers are made from investment properties when there is a change in use or when the carrying amount will be recovered principally through a sale transaction.
 

Prepaid employment costs

  Prepaid employment costs are recognised when loans are granted to employees in terms of the group’s share purchase scheme. The favourable terms on which the loans are granted create an enduring benefit to the group in the form of incentivised staff.

Prepaid employment costs are initially recognised at an amount equal to the fair value adjustment on initial recognition of the share loans that give rise to the prepayment.

These costs are amortised to the income statement over the period in which services are rendered by employees.
 

Taxes

  Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and laws used to compute the amount are those enacted or substantively enacted at 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 balance sheet 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 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. In respect of deductible temporary differences associated with investment in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary difference will reverse in the forseeable future and that taxable profit will be available against which the temporary difference will be utilised.

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 that is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss. In respect of taxable temporary differences associated with investment in subsidiaries, associates and interests in joint ventures, deferred tax liabilities are not recognised when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the forseeable future.

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 on Companies (“STC”)
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, determined using 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.

Raw materials held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.

The carrying amount of inventories sold 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 transferred to the lessee. Assets acquired in terms of finance leases are capitalised and depreciated over the shorter of the useful life of the asset and the lease period, with a corresponding liability raised on the balance sheet. The asset and liability are recognised at the commencement date at the lower of the fair value of the leased asset or the present value of the minimum lease payments calculated using the interest rate implicit in the lease at the inception of the lease. Any initial direct cost incurred is added to the amount recognised as an asset. 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 (net of any incentive received from the lessor or incentives given to the lessee) 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.

 

Cash and cash equivalents

  Cash and cash equivalents comprise cash at bank, short-term deposits held at call, 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. Bank overdrafts and interest-bearing money market borrowings are classified as current liabilities on the balance sheet.
 

Retirement benefits

 

Current contributions to defined contribution retirement funds are based on a percentage of the pensionable payroll and are recognised as an employee benefit expense when they are due. The group has no further payment obligations once the contributions are paid.

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 determined in accordance with IAS 19 Employee Benefits using actuarial valuation models. 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 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 rights to acquire shares granted to employees in terms of the group’s share incentive and black economic empowerment schemes, meet the definition of share-based payment transactions.

The equity-settled share-based payment programmes allow group employees to acquire shares in the company. The fair value of rights to acquire shares granted in the form of share options and convertible preference shares is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and expensed over the period in which the employees become unconditionally entitled to these rights. The fair value of the grants is measured using option pricing models, taking into account the terms and conditions under which the rights to acquire the shares were granted. In valuing the grants, market conditions imposed, where applicable, on the vesting or exercisability of the share rights are taken into account. No adjustments to the cost of share-based payment schemes are made if a market condition is not satisfied. 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 rights to acquire shares that will ultimately vest are included in the charge for the year. No subsequent adjustments are made to total equity after the vesting date.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the amount of services received measured at the grant date at the fair value of the equity instruments granted, unless those equity instruments do not vest because of failure to satisfy a vesting condition (other than a market condition) that was specified at grant date. In addition, the group recognises the effects of modifications that increase the total fair value of the share-based payment arrangement or are otherwise beneficial to the employee as measured at the date of the modification.

Where an equity-settled award is cancelled by the group, it is accounted for as acceleration of the vesting of the award. It is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

Outstanding rights to acquire shares result in share dilution in the computation of earnings per share (refer to note 6).
 

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.
 

Financial instruments

  Recognition and measurement
Financial instruments are initially recognised on the balance sheet when the group becomes party to the contractual provisions of the instrument. Financial assets and financial liabilities 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. Subsequent measurement for each category is specified in the sections below.

Derecognition of financial assets and financial liabilities
A financial asset is derecognised where the right to receive cash from the asset has 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 in full without material delay to a third party under a ‘pass-through’ arrangement, or where 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.

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.

Fair value
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 similar instruments, discounted cash flow analysis and option pricing models. The fair value of short-term receivables and payables with no stated interest rate may be measured at original invoice amount unless the effect of imputing interest is significant.

Offset
Where a legally enforceable right to 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.

Financial assets
The trade date method of accounting has been adopted for ‘regular way’ purchases or sales of financial assets. The group categorises its financial assets in the following categories: loans and receivables, at fair value through profit or loss and available-for-sale. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition.

Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, such assets are carried at amortised cost, using the effective interest method, less accumulated impairment. Gains and losses are recognised in income 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. These assets are subsequently measured at amortised cost less provision for impairment estimated using statistical provisioning models. Refer note 18.

Other loans
Other loans comprise housing and other employee loans as well as share purchase scheme loans.

Trade and other receivables
Trade and other receivables comprise all trade and non-trade debtors other than financial services debtors. Short-term 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 banks and on hand as well as short-term deposits held at call with banks. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading or designated as at fair value through profit or loss.

Gains and losses on financial assets at fair value through profit and loss are accounted for in the income statement and consist of fair value movements and transaction costs on these assets.

Available-for-sale financial assets
Available-for-sale assets are those non-derivative financial assets that are categorised as available-for-sale.

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.

Financial liabilities
Financial liabilities consist of interest-bearing borrowings, trade and other payables, bank overdrafts and interest-bearing money market borrowings, liabilities categorised at fair value through profit or loss and derivatives held for hedging (refer derivative instruments accounting policy).

After initial recognition, financial liabilities are recognised at amortised cost, using the effective interest method, except for financial liabilities at fair value through profit or loss which are measured at fair value.

Finance costs on financial liabilities at amortised cost are expensed in the income statement in the period in which they are incurred using the effective interest rate method. In addition, gains and losses on these financial liabilities are recognised in the income statement when the liability is derecognised.

Gains and losses on financial liabilities at fair value through profit or loss arise from fair value movements and related transaction costs on these liabilities. These gains and losses are recognised in the income statement in the period in which they are incurred.

Financial guarantee contracts
Financial guarantee contracts issued by the group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when it becomes due in accordance with the terms of a debt instrument.

Financial guarantee contracts are recognised initially at fair value.

Subsequently, the contract is measured at the higher of the amount determined in accordance with IAS 37 and the amount initially recognised less cumulative amortisation recognised in accordance with IAS 18, unless it was designated as at fair value through profit or loss at inception.

Financial guarantees are derecognised when the obligation is extinguished, expires or transferred.

The group currently does not recognise any financial guarantee contracts as, in the opinion of the directors, the possibility of loss arising from these guarantees is remote.

Derivative financial instruments and hedge accounting
All derivative financial instruments are classified as financial assets and financial liabilities at fair value through profit or loss unless they are designated as a hedging instrument in an effective hedge.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into. After initial recognition, derivative financial instruments are measured at their fair values, without any deduction for transaction costs that they may incur on sale or other disposal. The method of recognising the resulting gains or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

To the extent that a derivative instrument has a maturity period of longer than 12 months, the fair value of these instruments will be reflected as a non-current asset or liability.

The group is exposed to market risks from changes in interest rates and foreign exchange rates. The group uses derivative financial instruments, being forward exchange contracts and interest rate swaps and collars, to hedge the 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 29 and 30.

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 contracts and interest rate collar contracts is calculated by discounting the future cash flows with the prevailing market interest rate and is calculated by independent experts.

The group designates certain derivatives as cash flow hedges. When a derivative is designated as a hedge, the group documents, at the inception of the transaction, the relationship between the hedging instruments and the hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Gains or losses on the effective portions of cash flow hedges in respect of a risk associated with a recognised asset or liability, or highly probable forecast transaction or firm commitment are recognised directly in equity. The gains or losses on the ineffective portions are recognised in the income statement in the period in which they arise. When a hedged forecast transaction is recognised as a non-financial asset or a non-financial liability, the cumulative gains and losses associated with the forecast transaction are removed from equity and included in the initial measurement of the non-financial asset or non-financial liability. When cash flow hedges result in the recognition of a financial asset or a financial liability, the cumulative gains or losses reflected in equity are included in the income statement in the same periods that the related asset or liability affects profit.

If the forecast transaction or firm commitment is no longer expected to occur, amounts previously recognised in equity are transferred to the income statement. If the hedging instrument expires or is sold, or if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction or firm commitment occurs.

Derivative instruments not designated as hedging instruments or subsequently not expected to be effective hedges are classified as held for trading and recognised at fair value, with the resulting gains or losses being recognised in the income statement in the period in which they arise.
 

Impairment

  Non-financial assets
The carrying amounts of the group’s assets, other than goodwill (refer to accounting policy note for goodwill), inventories (see accounting policy note for inventories), 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.

Trecoverable amount is the higher of an 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 excess of an asset’s carrying amount over its recoverable amount is recognised as an impairment loss in the income statement.

An impairment recognised previously may be reversed when estimates change as a result of an event occurring after the impairment was initially recognised. Such a reversal may not increase the carrying value above what it would have been had no impairment loss been recognised. A reversal of an impairment loss is recognised in the income statement.

Financial assets
The group assesses at each balance sheet date whether objective evidence exists that a financial asset or a group of financial assets is impaired.

Assets carried at amortised cost
If there is objective evidence that assets carried at amortised cost are impaired, the loss is measured as the difference between the asset’s carrying amount and present value of future cash flows discounted at its original effective interest rate. The carrying amount of the asset is reduced through the use of a provision for impairment account, and the amount of the loss is recognised in the income statement. Assets, together with the associated provision for impairment, are written off when there is no realistic prospect of future recovery.

The group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and collectively for assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If, in a subsequent period, the amount of an impairment loss decreases due to an event occurring after recognition of the impairment, the previously recognised impairment loss is reversed. Such a reversal is recognised in the income statement to the extent that the carrying value of the asset does not exceed its amortised cost as if the asset has never been impaired at the reversal date.

For certain categories of loans and receivables provisions for impairment are recognised based on the following considerations:

Financial services assets
For financial services assets, provisions for impairment are estimated using statistical models. The models incorporate historic experience such as past write-offs and recoveries for each group of customers, adjusted for current economic situations such as current interest rates and inflation. Objective evidence of impairment exists when the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade and other receivables
For trade and other receivables, a provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Indicators of impairment include long overdue accounts, significant financial difficulties of the debtors and defaults in payments.

Available-for-sale financial assets
The group determines that available-for-sale investments are impaired when there has been a significant decrease in its fair value to below cost. In judging what constitutes a significant decrease, the group considers amongst other things industry performance, technological changes and financing and operational cash flows. If available-for-sale financial assets are identified as impaired, the difference between cost and current fair value less any previously recognised impairment loss is transferred from equity to the income statement. The carrying amount of the asset is reduced through the use of a provision for impairment account, and the amount of the loss is recognised in the income statement.

Impairment losses on available-for-sale financial instruments 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. However, impairment losses recognised in interim financial statements cannot be reversed at year end.
 

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. Dividends 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.
  Other revenue: interest, royalties, dividends, rentals, and franchise and other commissions.
  Value added tax is excluded.

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the group and the amount 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 relate 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. Contingent rentals are recognised in the year in which they arise.
 
  Revenue is measured at the fair value of the consideration received or receivable and is stated net of related rebates and discounts granted.
 

Borrowing costs

  Borrowing costs are recognised as an expense when incurred. No borrowing costs associated with the development of property, plant and equipment are capitalised.
 

Expenses

  Expenses, other than those specifically dealt with in another accounting policy, are recognised in the income statement when it is probable that an outflow of economic benefits associated with a transaction will occur and that outflow can be measured reliably.
 

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 sub-divided 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.

Segment revenue, expenses, 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 8/2007 issued by the South African Institute of Chartered Accountants.
 

Distributions paid to shareholders

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

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 subsequent periods if the revision affects both.

Significant accounting estimates and assumptions
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Property, plant and equipment
Property, plant and equipment is depreciated over its useful life taking into account residual values, where appropriate. Assessments of useful lives and residual values are performed annually after considering factors such as technological innovation, maintenance programmes, relevant market information and management consideration. In assessing residual values, the group considers the remaining life of the asset, its projected disposal value and future market conditions. Refer to note 9.

Provision for net realisable value of inventory
The provision for net realisable value of inventory represents management’s estimate, based on historic sales trends and its assessment of quality and volume, of the extent to which merchandise on hand at the reporting date will be sold below cost. Refer to note 17.

Fair value of right to acquire equity instruments granted
The fair value of rights to acquire shares granted in terms of share-based payment transactions is obtained using option pricing models and, in the case of options, assuming an option life of between 7 and 10 years, while convertible preference shares issued in terms of the broad-based black economic empowerment scheme have a life of 8 years. Other valuation assumptions include estimates of the volatility of the shares, dividend yield and the risk-free interest rate. Refer to note 20 for additional information regarding the fair value of such instruments at grant date.

Impairment of non-financial assetss
Goodwill, intangible assets and property, plant and equipment are considered for impairment at least annually. An asset is impaired when its carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell, and its value in use.

An asset’s fair value less costs to sell is approximated by its selling price in an arm’s length transaction adjusted for any costs directly attributable to the disposal of the asset. Where an asset is traded in an active market, its fair value less costs to sell will be its quoted price less disposal costs.

Where neither a binding agreement nor an active market for an asset exists, management estimates an asset’s fair value less costs to sell using the entity’s most recent information and experience with similar assets. Where necessary, consulting an independent expert to obtain a valuation will be considered.

The value in use of the relevant asset or, in the case of goodwill, the cash-generating unit to which the goodwill is allocated, is estimated by projecting the future cash flows expected to be generated by the assets or cash-generating units taking into account the expected useful lives of assets and current market conditions. The present value of these cash flows is calculated using an appropriate discount rate and compared to the net asset value. Where the net asset value exceeds the present value of cash flows, an impairment loss is recognised. In the case of goodwill, the impairment loss is allocated first to goodwill and then to other assets in the cash-generating unit. For detailed information regarding the impairment testing of goodwill, refer to note 11.

Impairment of financial assets
Loans and receivables
When evidence of impairment of loans and receivables exists, the present value of the future cash flows of the asset discounted at the asset’s original effective interest rate is determined and compared to the carrying value of the asset. Management judgement is required in the estimation of future cash flows.

Available-for-sale financial assets
The group determines that available-for-sale investments are impaired when there has been a significant decrease in its fair value to below cost. Management judgement is required in determining what constitutes a significant decrease. Management will consider amongst other things industry performance, technological changes and financing and operational cash flows.

Provision for employee benefits
Post-retirement defined benefits are provided for certain existing and former employees. Actuarial valuations are performed to assess the financial position of relevant funds and are based on assumptions which include mortality rates, healthcare inflation, the expected long-term rate of return on investments, the discount rate and current market conditions. Refer to note 25.

Significant judgements in applying the group’s accounting policies
The following areas require significant judgements to be made by management in the application of the group’s accounting policies.

Consolidation of Account on Us (Proprietary) Limited
A programme has been set up whereby Woolworths card receivables eligible for securitisation are sold to Account on Us (Proprietary) Limited. These receivables are used as security for the issuance of asset-backed notes by Account on Us (Proprietary) Limited. Judgement is exercised in developing the appropriate accounting treatment for these transactions. In deciding whether this special purpose entity should be consolidated, management is of the opinion that, due to the back-to-back interest rate swap entered into with Standard Bank of South Africa Limited and as the net income of the entity after settling all expenses is distributed to Woolworths (Proprietary) Limited in the form of a preference dividend, Woolworths retains, in substance, the significant risks and rewards of ownership of the assets of Account on Us (Proprietary) Limited. As a result, Account on Us (Proprietary) Limited has been consolidated.

Probability of vesting of rights to equity instruments granted in terms of share-based payment schemes
The cumulative expense recognised in terms of the group’s share-based payment schemes reflects the extent, in the opinion of the directors, to which the vesting period has expired and the number of rights to equity instruments granted that will ultimately vest. At each reporting date, the unvested rights are adjusted by the number forfeited during the period to reflect the actual number of instruments outstanding. Management is of the opinion that this represents the most accurate estimate of the number of instruments that will ultimately vest.

Income taxes
The group is subject to income tax in more than one jurisdiction. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

Determining whether an arrangement contains a lease
IFRIC 4 identifes situations where an arrangement entered into may have to be accounted for as a lease. The interpretation concludes that an arrangement is a lease when fulfilment thereof is dependent on the use of specific assets and when the arrangement conveys the right to use those assets. Judgement is exercised in assessing whether existing supplier agreements may contain a lease. In the opinion of management, the requirements of IFRIC 4 were not met during the current year as suppliers do not have to use specific assets to fulfil their supply obligation and, although the group enforces stringent quality standards on goods sourced, it has no control over how assets are used. In addition, purchases are priced per individual order and the group does not control physical access to suppliers’ assets.

Consolidation of the group’s share trusts
The group operates a share incentive scheme and a broad-based black economic empowerment scheme through separate share trusts. These trusts are operated for the purposes of incentivising staff to promote the continued growth of the group, and to promote black economic empowerment. The trusts are funded by loan accounts from companies within the group and by dividends received from Woolworths Holdings Limited. The group retains the residual risks associated with the trusts. In the judgement of management, the appropriate accounting treatment for these entities is to consolidate their results.
             
      Group Company
             
      2008 2007 2008 2007
      Rm Rm Rm Rm
             

2

Revenue

       
  Turnover 20 064.9 17 376.9
     Clothing and Home 9 328.2 8 339.0
     Foods 10 360.3 8 718.0
     Logistics services and other 376.4 319.9
  Other revenue 1 688.7 1 265.0 656.3 758.0
     Interest 1 359.8 1 022.4 0.4 3.0
         Bank interest receivable 37.4 25.8 2.6
         Financial services assets 1 311.7 992.5
         Other 10.7 4.1 0.4 0.4
     Royalties, franchise and other commissions 287.3 209.4
     Rentals 41.6 33.2
     Dividends received 655.9 755.0
           
      21 753.6 18 641.9 656.3 758.0

3

Profit before exceptional items includes:

       
  3.1 Operating lease expenses        
    Land and buildings – rentals 955.8 683.6
    Land and buildings – operating lease accrual (note 24) 22.6 23.2
    Plant and equipment 2.2 4.0
    Provision for onerous lease commitments 16.2 (1.2)
  3.2 Auditors’ remuneration:        
    Audit fee 7.6 7.5 1.7 1.9
       current year 7.5 6.5 1.7 1.9
       prior year underprovision 0.1 1.0
    Tax advisory and other services 1.4 1.6
  3.3 Net foreign exchange (profit)/loss (10.6) 6.3 (1.1)
  3.4 Other expenses        
    Technical and consulting service fees 99.8 80.0
    Loss/(profit) on sale of property, plant and equipment 0.8 (1.5)
    Unwinding of discount of provisions 3.6 3.9
    Loss on fair value movements arising from derivative        
    instruments 3.1
  3.5 Employment costs 2 560.6 2 129.3
    Short-term employment benefits 2 291.1 1 941.3
    Expense of share-based payments 74.3 27.0
    Pension costs (note 25) 160.5 130.8
    Post-retirement medical aid benefits (note 25) 24.9 25.3
    Termination and other benefits 9.8 4.9
  3.6 Finance costs 502.5 378.7 0.2
    Bank borrowings and overdrafts 104.3 152.1
    Other interest-bearing borrowings 398.2 226.6 0.2
             
      Profit   Attributable
      before tax Tax profit
      Rm Rm Rm

4

Exceptional items

       
 

Group

       
  2007        
  Profit on disposal of property in Midrand 54.6 (7.9) 46.7
 

Company

       
  2008        
  Reversal of impairment of investment in: Woolworths International Holdings Limited 17.5 17.5
  2007        
  Reversal of impairment of investment in:      
  Woolworths International Holdings Limited 114.2 114.2
   
  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 R17.5m (2007: R114.2m). 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. The strong performance of the Australian dollar and the favourable trading conditions experienced by the group’s Australian operations during the year resulted in a reversal of impairment.
   
    2008 2007 2008 2007
    Rm Rm Rm Rm

5

Tax

       
  Current year        
    South Africa        
      Normal tax 424.9 456.8 2.8 3.7
      Deferred tax relating to the origination and reversal of temporary differences (note 16) 11.4 (34.3) (7.2) (3.2)
      Deferred tax relating to the reduction in tax rates (note 16) 10.5 (1.2)
        Income tax rate 6.7 (1.2)
        Secondary tax on companies rate 3.8
      Secondary tax on companies 79.3 77.6 72.3 68.8
    Foreign tax 26.7 0.7
    552.8 500.8 66.7 69.3
  Prior year        
     South Africa        
        Normal tax (34.6) (20.2) 2.6
        Deferred tax (note 16) 34.3 (45.9) (0.6) 0.8
    552.5 434.7 66.1 72.7
           
    % % % %
  The rate of tax on profit is reconciled as follows :        
  Standard rate 28.0 29.0 28.0 29.0
  Disallowable expenditure 1.8 0.8 0.1 0.1
  Exempt income (0.1) (0.1) (27.3) (25.1)
  Effect on opening deferred taxes resulting from the        
  reduction in tax rates        
     Income tax rate 0.4 (0.2)
     Secondary tax on companies rate 0.3
  Other 0.2 (0.8) (0.7) (0.2)
  Prior years (0.1) (4.3) (0.1) 0.4
  Secondary tax on companies 6.1 4.5 10.7 7.9
  Foreign tax 0.1
  Effective rate before exceptional items 36.7 29.1 10.5 12.1
  Exceptional items (0.5) (0.7) (3.8)
  Effective tax rate 36.7 28.6 9.8 8.3
   
  During the 2008 financial year, the government substantially enacted a change in the corporate tax rate from 29% to 28%, and a change in the rate of secondary tax on companies from 12.5% to 10%.
           

6

Earnings per share

  The calculation of earnings per share is based on attributable profit of R943.1m (2007: R1 074.4m) and a weighted average of 809 873 368 (2007: 802 381 450) ordinary shares in issue, after eliminating shares held as treasury shares.

17 872 545 (2007: 1 268 051) shares were repurchased in 2008, which 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) (cents)
 

Group

           
 

2008

           
  Per the financial statements 1 504.1 (552.5) (8.5) 943.1    
  BEE preference dividend paid (6.7) (6.7)    
  Basic earnings 1 497.4 (552.5) (8.5) 936.4 115.6 115.6
  Adjustments:            
     Loss on disposal of property,            
     plant and equipment 0.8 (0.2) 0.6 0.1  
 

Headline earnings

1 498.2 (552.7) (8.5) 937.0 115.7  
  Diluted earnings per share         112.9 112.8
  % dilution         2.4% 2.4%
  2007            
  Per the financial statements 1 521.4 (434.7) (12.3) 1 074.4 133.9 133.9
  Adjustments:            
    Profit on disposal of property, plant and equipment (56.1) 8.1 (48.0) (6.0)  
    Foreign exchange profit realised on repayment of loan by subsidiary (1.1) (1.1) (0.1)  
  Headline earnings 1 464.2 (426.6) (12.3) 1 025.3 127.8  
  Diluted earnings per share         125.5 131.5
  % dilution         1.8% 1.8%
               
  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 836 558 408 (2007: 816 710 145) ordinary shares in issue, after eliminating shares held as treasury shares, calculated as follows:
               
            Group
            2008 2007
  Weighted number of shares in issue for basic and headline earnings per share         809 873 368 802 381 450
  Potentially dilutive ordinary shares under option         26 685 040 14 328 695
               
  The dilution arises from the outstanding in-the-money share options in respect of the share incentive scheme that will be issued to employees at a value lower than the weighted average traded price during the past financial year and ordinary shares expected to be issued in terms of the group’s BEE scheme for no consideration.
   

7

Directors’ emoluments

  Emoluments paid to directors of Woolworths Holdings Limited in connection with the carrying on of the affairs of the company and its subsidiaries:
            Company
            2008 2007
  Executive directors    
  Fees 0.5 0.4
  Remuneration 12.1 10.0
  Retirement, medical, accident and death benefits 1.8 1.5
  Performance bonus 2.0 8.8
  Loss of office and retention payments 5.1 5.0
  Other benefits 0.4 0.2
  Interest-free loan benefit 9.5 5.5
    31.4 31.4
  Non-executive directors    
  Fees 3.4 2.8
    3.4 2.8
    34.8 34.2
  Directors emoluments, other than those related to Country Road, are paid by Woolworths (Proprietary) Limited. Details of the directors’ emoluments are provided in the corporate governance report. Total directors’ emoluments for Country Road amounted to R14.7m (2007: R8.4m).
   

8

Related party transactions

  Related parties
The related party relationships, transactions and balances as listed below exist within 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 29.4 to the annual financial statements.
   
    Company
    2008 2007
  The following related party transactions occurred during the period.    
       
  Woolworths Holdings Limited    
  Interest received from subsidiary companies 0.8
  Dividend received from subsidiary companies 655.9 755.0
  Dividend paid to subsidiary company on treasury shares held by the subsidiary 66.0 59.5
       
  Subsidiaries    
  During the period, group companies entered into various transactions. These transactions were entered into in the ordinary course of business and under terms that are no less favourable than those arranged with independent third parties. All such intra-group related party transactions and outstanding balances are eliminated in preparation of the consolidated financial statements of the group.

Details of interests in subsidiaries and loans owing to/by subsidiaries are disclosed in note 12 and Annexure 1. For the year ended 30 June 2008, the group has not recognised any impairment losses relating to amounts owing by related parties (2007: nil).

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 include 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
    2008 2007 2008 2007
    Rm Rm Rm Rm
  Key management compensation        
  Short-term employee benefits 37.8 37.2 27.9 28.1
     Woolworths Holdings Limited directors 27.9 28.1 27.9 28.1
     Other key management personnel 9.9 9.1
  Post-employment benefits 2.2 1.6 1.8 1.1
     Woolworths Holdings Limited directors 1.8 1.1 1.8 1.1
     Other key management personnel 0.4 0.5
  Loss of office and restraint of trade payments 5.1 5.0 5.1 5.0
  IFRS 2 value of share-based payments expensed 2.6 0.8
     Woolworths Holdings Limited directors 2.2 0.3
     Other key management personnel 0.4 0.5
           
    47.7 44.6 34.8 34.2
  Short-term employee benefits comprise salaries, directors’ fees and bonuses payable within twelve months of the end of the period.

Post-employment benefits comprise expenses determined in terms of IAS 19: Employee Benefits in respect of the group’s retirement and healthcare funds.

  Share purchase scheme loans and investments (at cost)        
  Loans and investments at the beginning of the year 128.8 90.5 119.1 75.7
  Loans granted during the year 0.3 45.6 0.3 43.4
  Loans repaid during the year (40.5) (7.3) (31.0)
  Loans and investments at the end of the year 88.6 128.8 88.4 119.1
  Details of the terms and conditions relating to these loans are disclosed in note 15.

No bad or doubtful debts have been recognised in respect of loans granted to key management personnel (2007: nil)

  Woolworths card and Woolworths visa credit card accounts        
  Balance outstanding at the beginning of the year 0.2 0.2 0.2 0.1
  Annual spend 2.2 1.6 2.0 1.6
  Annual repayments (2.2) (1.6) (2.0) (1.5)
  Balance outstanding at the end of the year 0.2 0.2 0.2 0.2
 

Purchases made by key management personnel are at standard discounts 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. No bad or doubtful debts have been recognised in respect of the Woolworths card and Woolworths visa credit card accounts of key management personnel (2007: nil).

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 25 to the annual financial statements.
           

9

Property, plant and equipment

        Furniture,    
        fittings,    
    Land Leasehold equipment    
    and improve- and motor Computer  
    buildings ments vehicles equipment Total
    Rm Rm Rm Rm Rm
 

Group

         
  2007          
  Balance at July 2006          
    Cost 448.2 130.0 1 439.1 452.0 2 469.3
    Accumulated depreciation 11.0 823.1 340.8 1 174.9
  Net book value 448.2 119.0 616.0 111.2 1 294.4
  Current year movements          
    Additions 174.1 29.2 332.1 49.6 585.0
    Disposals/scrappings – cost (28.1) (0.6) (135.4) (4.0) (168.1)
    Disposals/scrappings – accumulated depreciation 0.4 74.3 3.9 78.6
    Depreciation (8.7) (180.4) (79.0) (268.1)
    Transfer from investment property 3.1 3.1
    Foreign exchange rate differences – cost 11.3 18.4 4.5 34.2
    Foreign exchange rate differences – accumulated depreciation (2.7) (9.8) (2.7) (15.2)
  Balance at June 2007 597.3 147.9 715.2 83.5 1 543.9
  Made up as follows :          
    Cost 597.3 169.9 1 654.2 502.1 2 923.5
    Accumulated depreciation 22.0 939.0 418.6 1 379.6
  Net book value at June 2007 597.3 147.9 715.2 83.5 1 543.9
 

2008

         
  Current year movements          
    Additions 21.2 20.9 446.7 82.9 571.7
    Disposals/scrappings – cost (1.0) (1.4) (135.8) (4.5) (142.7)
    Disposals/scrappings – accumulated depreciation 0.3 72.4 4.1 76.8
    Depreciation (14.1) (220.5) (83.5) (318.1)
    Reclassifications 41.1 41.1
    Foreign exchange rate differences – cost 26.6 39.0 8.0 73.6
    Foreign exchange rate differences – accumulated depreciation (6.7) (18.6) (10.3) (35.6)
  Balance at June 2008 617.5 173.5 898.4 121.3 1 810.7
  Made up as follows:          
    Cost 617.5 216.0 2 004.1 629.6 3 467.2
    Accumulated depreciation 42.5 1 105.7 508.3 1 656.5
  Net book value at June 2008 617.5 173.5 898.4 121.3 1 810.7
 

The group’s land and buildings consist of retail stores, distribution centres and corporate owner-occupied properties.

At 30 June 2008, land and buildings were valued taking account of similar recent market transactions on arm’s length terms. The fair values were as follows:
             
          Fair Carrying
          value vavalue
          Rm Rm
  Retail stores     2008 189.8 109.0
        2007 195.0 109.0
             
  Distribution centres     2008 752.1 369.2
        2007 700.0 369.2
             
  Corporate owner-occupied properties     2008 122.8 73.6
        2007 119.6 73.6
             
  Land and buildings are valued externally every three years and annually by internal valuers. The most recent external valuation was performed at 31 July 2007.

No depreciation on buildings was recognised during the current or prior year as residual values exceeded its carrying values. Land is not depreciated.

A register of land and buildings, containing the information required by paragraph 22 (3) of Schedule 4 of the Companies Act, is available for inspection at the registered office of the company. A copy will be posted, upon request, by the group secretary.