28 February 2013 FIRST HALF PROFIT REPORT AND DIVIDEND ANNOUNCEMENT FOR THE 27 WEEKS ENDED 30 DECEMBER 2012 Net Profit After Tax From Continuing Operations Before Significant Items1 up 5.5% to $1,247.2 million Net Profit After Tax up 19.4% to $1,154.8 million Fully Franked Dividend of 62 Cents Per Share up 5.1% - Sales from continuing operations of $30.0 billion, up 4.8% Trading EBIT from continuing operations up 7.0% before significant items1, Central Overheads and the investment in Home Improvement EBIT from continuing operations before significant items1 up 6.1% to $1,934.7 million (total EBIT up 19.1%) Net profit after tax from continuing operations before significant items1 up 5.5% and 4.2% increase in EPS from continuing operations before significant items1 to 101.1 cents 19.4% increase in net profit after tax and 17.9% increase in EPS to 93.6 cents Over $2.0 billion2 returned to shareholders via dividends and the in-specie distribution Woolworths Chief Executive Officer and Managing Director, Grant O’Brien, said: “This result is a reflection of the sharpened focus on our core businesses. We have grown both sales and profits by pursuing a customer led strategy. “We report a pleasing increase in net profit after tax from continuing operations before significant items1 of 5.5%. Growth in trading EBIT from continuing operations of 7.0% before significant items1, Central Overheads and the investment in Home Improvement reflects the good momentum generated across our businesses during the first half of the financial year. Media Release Sustainable, profitable growth as strategic initiatives start to deliver results “Despite ongoing challenging retail conditions as well as the transformational path our business is pursuing, growth in profitability in our core businesses was strong. Our strategic initiatives, which are providing a platform for the future success of Woolworths, continue to generate enhanced returns for our shareholders whilst improving the shopping experience of our customers. “We are closer to our customers than ever before and have a deep understanding of their needs and drivers. This will help us to continue to achieve the win/win outcome for customers, suppliers and shareholders of lowering prices, improving quality and delivering sustainable profit growth.” Woolworths Limited Chairman, Ralph Waters, commented: “Supported by a solid first half trading result, shareholders will benefit from a 5.1% increase in the fully franked interim dividend per share to 62 cents ($0.8 billion), up from 59 cents last year. This is in addition to the return of $0.5 billion to shareholders on establishment of the SCA Property Group during the half. We continue to invest in the future success of our business with good progress being made on our strategic initiatives. “I am tremendously proud to have been appointed Chairman of this great Company and believe the business is well placed to continue to reward both our customers and shareholders over the coming years.” Note: This announcement contains certain non-IFRS measures that Woolworths believes are relevant and appropriate to understanding its business. Refer to Appendix Two for further information. 2 PROGRESS AGAINST STRATEGIC PRIORITIES In late 2011, Woolworths’ new strategic priorities and business initiatives to ensure future growth and enhance shareholder value were outlined to investors. “During HY13, we have seen pleasing progress against our strategic priorities and initiatives, with a central focus on enhancing all aspects of the shopping experience for our customers whilst also rewarding our shareholders through higher returns” Grant O’Brien said. 1. Extend leadership in food and liquor Fresh improvement programs Since launching ‘Australia’s Fresh Food People’ in June 2012, our teams have increased their focus on delivering great quality fresh products to enhance customer satisfaction, with our freshness and quality continuing to improve We have maintained our leadership position in Fresh throughout the half Outside of Fresh, we have improved our performance in packaged goods and have made good progress in aligning our program with our supply partners. We remain focused on building further momentum in this area to achieve the results we are targeting We have continued to provide great value offers in HY13 including ‘For Less for Families’, ‘Lamb Cuts for Less’ and deep cut half-price specials which have demonstrated our ongoing price focus with customers Value improvement programs HY13 also saw our renewed focus on innovative value campaigns such as ‘Sticky Specials’, Everyday Rewards ‘Extra Specials’ and ‘Cash for Christmas’ delivering results. Each of these activities resonated well with our customers, resulting in improved market share and positive customer feedback More customers benefiting from our merchandising innovations We remain on track to open 34 new supermarkets in FY13. Our latest format store, Wolli Creek, incorporates our latest merchandising innovations including our new produce layout and fresh cut fruit bar, fresh pizza bar, meat servery and sushi kiosk, all of which have been a great success with our customers. We are now rolling out these innovations across many other stores Liquor growth accelerating Liquor continued to deliver strong sales and market share growth in HY13, underpinned by the ongoing expansion of Dan Murphy’s, a refreshed and evolving Convenience offer (BWS), which is delivering improved comparable sales growth, and a fully integrated ‘direct to consumer’ business. Liquor remains well positioned to anticipate and satisfy our customers’ needs across shopping occasions and ways of shopping New Zealand market share growth Our New Zealand business continued to gain market share in a retail environment characterised by low growth and low inflation with increasingly challenging retail trading conditions The next stage of our New Zealand Supermarkets strategy is now in its final stages of planning 3 2. Act on our portfolio to maximise shareholder value Property divestment and capital management During the half, we created a new ASX listed Real Estate Investment Trust, the Shopping Centres Australasia Property Group (SCA Property Group), through an in-specie distribution of stapled units in SCA Property Group to all Woolworths shareholders. The sale of 69 neighbourhood and sub-regional shopping centres and freestanding retail assets (including four New Zealand development properties to be completed and sold during the second half of FY13) independently valued at approximately $1.4 billion to SCA Property Group has reduced the quantum of property on the Woolworths balance sheet, releasing capital to enable a greater focus on growth in our core retail businesses Consumer Electronics divestment We completed the divestment of our retail and wholesale Consumer Electronics businesses during the half year to ensure that focus and resources are on segments that promise the most long-term growth. The sale of the Dick Smith Electronics business in Australia and New Zealand to Anchorage Capital Partners was completed on 26 November 2012 and the sale of our Consumer Electronics business in India to Infiniti Retail Limited was completed on 15 October 2012 Australia’s best and most responsible hotels Customer appreciation of our pub offer has grown. This is underpinned by our continued focus on being Australia’s most responsible operator of local pubs with an industry leading hotel and gaming charter underpinning strong commitment to responsible service BIG W’s evolving customer offer BIG W has continued to make good progress in evolving its offer to meet the changing needs of consumers as part of realising its ambition to be Australasia’s leading multi-option discretionary retailer 3. Maintain our track record of building new growth businesses Delivering our multi-option growth opportunity Multi-option growth remains a key focus for the Group and continues to evolve at pace: 40% increase in total online sales from continuing operations for the half year Transactional mobile sites are now actively used for all our brands The downloads of our mobile applications continue to increase with over 2.8 million Apps now downloaded across our businesses A click and collect service is now available in all Dan Murphy’s stores nationwide – a first for a major Australian national retailer. The click and collect service is also available in all Masters stores and is being rolled out progressively in our Woolworths and Countdown Supermarkets Penetration of each of our online businesses is rapidly growing. We are focused on increasing our online capabilities 4 3. Maintain our track record of building new growth businesses (continued) Providing Australia’s best Home Improvement offer Our Home Improvement business continues to grow with 25 Masters stores trading at the end of the half year. We now have Masters stores in all mainland Australian states and the ACT and we continue to be pleased by the progress of this business The launch of the ‘I made it with Masters’ marketing campaign has received a positive reception in all markets. Customer feedback has been positive and we continue our new store rollout plan which will include having at least 30 stores open at the end of FY13 Expansion of our Hotels business During the half year, 32 hotels and their associated retail liquor outlets were acquired, 29 of which related to the acquisition of hotels from the Laundy Hotel Group, Waugh Hotel Group, DeAngelis Hotel Group and Bayfield Hotel Group (the Laundy transaction). We have completed the system integration for these new sites with our focus now on continuing to implement ALH operational standards into these venues 4. Put in place the enablers for a new era of growth Improving our supply chain We continue to innovate in supply chain. Examples of recently commissioned infrastructure include our Distribution Centres (DCs) at Hoxton Park (NSW), Christchurch (NZ) and Launceston (Tasmania) Our state of the art Hoxton Park DC, the most advanced retail general merchandise DC in Australia, which commenced operations in FY12, has driven significant efficiency improvements in our BIG W business. In October 2012, this DC also commenced supporting our Home Improvement business We are now focused on the evolution of supply chain and replenishment improvements across our business Customer data improving our offer Our ‘Category Lab’ is playing a tremendous role in converting Everyday Rewards data into rich customer insights, which help our category managers design our ranges, layout, pricing and tailored promotions to best meet our customer needs Cost leadership Cost management in our trading divisions during the half was excellent and is evidence of the productivity programs delivering cost leadership throughout the Group Increasing our talent pool We continue our focus on assembling a world class retail team by blending the best local and international talent at Board, Management Board and Senior Management level. Key new recruits during the half included a new Director of Human Resources, Group Marketing Director, Group Commercial Director (Global Sourcing), Head of Online Innovation and National Merchandise Manager – Dan Murphy’s 5 BUSINESS PERFORMANCE Earnings Before Interest and Tax (EBIT) ($ million) Continuing Operations (before significant items1) Australian Food and Liquor Petrol Australian Supermarkets New Zealand Supermarkets (NZD) New Zealand Supermarkets BIG W Hotels Total Trading Result – Continuing Operations HY12 (27 weeks) HY13 (27 weeks) Change 1,493.5 67.4 1,560.9 149.1 118.5 119.6 116.2 1,915.2 1,583.9 71.0 1,654.9 162.3 124.7 129.5 140.8 2,049.9 6.1% 5.3% 6.0% 8.9% 5.2% 8.3% 21.2% 7.0% (92.0) 1,823.2 (115.2) 1,934.7 25.2% 6.1% 22.2 22.2 2.5 2.5 n.c3 n.c3 Total Group EBIT (before significant items1) 1,845.4 1,937.2 5.0% Significant Items1 (before tax) One-off loss on SCA Property Group transaction Consumer Electronics provision / Net loss on disposal of Consumer Electronics businesses (300.0) (32.8) (63.7) n.c n.c Total Group EBIT (after significant items1) 1,545.4 1,840.7 19.1% Central Overheads and Home Improvement Group EBIT – Continuing Operations Discontinued Operations (before significant items1) Consumer Electronics – Australia, New Zealand and India Group EBIT – Discontinued Operations Net Profit after Tax (NPAT) ($ million) Profit after income tax and non-controlling interests (before significant items1) Continuing Operations Discontinued Operations Total Group profit after income tax and non-controlling interests (before significant items1) Significant Items1 (after tax) One-off loss on SCA Property Group transaction Consumer Electronics provision / Net loss on disposal of Consumer Electronics businesses Total Group profit after income tax and non-controlling interests (after significant items1) HY12 (27 weeks) HY13 (27 weeks) Change 1,182.5 15.6 1,198.1 1,247.2 1.8 1,249.0 5.5% n.c3 4.2% (231.2) (28.5) (65.7) n.c n.c 966.9 1,154.8 19.4% 6 BUSINESS PERFORMANCE Grant O’Brien commented: “The 5.5% increase in net profit after tax from continuing operations before significant items1 was a strong result reflecting the sharpened focus on our core businesses and our customers in the past six months. The growth in our trading EBIT from continuing operations before Central Overheads, our investment in Home Improvement and significant items1 of 7.0% was particularly pleasing, demonstrating the strength of our core businesses and the success of our strategic initiatives. “We continue to deliver value to our customers through ongoing price investment in the products that matter most to families, as well as providing meaningful rewards to our loyal customers, allowing them to stretch every dollar further. Our continuing operations have served an additional 28.1 million customers during the half year and our online presence continues to grow, with sales increasing 40% for our continuing operations.” Sales from continuing operations grew by 4.8% to $30.0 billion with increases in market share, customer numbers and items sold. Australian Food and Liquor performed well and BIG W delivered a solid sales result for the first half, with both businesses benefiting from strong Christmas campaigns. Hotels benefited from hotel acquisitions and changes to the Victorian gaming regulations and Home Improvement continued to grow with the opening of ten new Masters stores during the half. New Zealand Supermarkets increased market share in a very challenging retail environment. Gross margin as a percentage of sales for continuing operations increased 62 bps compared to the prior half year, reflecting the benefits of more effective promotional activity, better buying, including the benefits of increased direct global sourcing, reduced shrinkage, efficiency improvements from the operation of new DCs and changes in sales mix. We have continued to reinvest in lower prices, delivering greater value to customers. Cost of Doing Business (CODB) before significant items1 for our core retail trading businesses (Australian Food and Liquor, New Zealand Supermarkets and BIG W) was well controlled during the period and increased by 11 bps when compared to HY12. Excluding the impact of additional costs associated with the Hoxton Park DC, CODB as a percentage of sales for these businesses increased 2 bps when compared to the prior half year. Within our Australian Food and Liquor business, CODB as a percentage of sales remained flat when compared to the prior half year. This is a particularly strong result given additional costs incurred, including higher electricity costs, and a large number of new stores yet to reach mature sales levels. CODB as a percentage of sales for continuing operations before significant items1 increased 54 bps compared to HY12. This has been impacted by our Home Improvement business which remains in start up phase and our Hotels business which experienced incremental costs relating to hotel acquisitions and the Victorian gaming regulatory changes. Across the Group, costs have been very well controlled in dollar terms, with areas of sell price deflation limiting the ability to fractionalise costs, particularly in our BIG W business. 7 BUSINESS PERFORMANCE (continued) EBIT from continuing operations before significant items1 increased 6.1% on the previous half year. This result was underpinned by a 6.1% increase in EBIT from our Australian Food and Liquor business, 21.2% EBIT growth in our Hotels business, 8.3% EBIT growth in BIG W as well as 8.9%4 EBIT growth before significant items1 in our New Zealand Supermarkets business. The EBIT margin increased 8 bps for continuing operations before significant items1. NPAT from continuing operations before significant items1 increased 5.5% to $1,247.2 million with corresponding EPS up 4.2% to 101.1 cents. In light of the investment we are making in our new Home Improvement business, the change agenda we continue to drive through our business, ongoing subdued retail trading conditions and low sell price inflation, this is a very solid result. Total Group NPAT was up 19.4% on the previous half year. Closing inventory days for continuing operations were up 2.0 days on the previous half year to 38.8 days. This increase is a result of building inventory in our Home Improvement business as well as incremental inventory as a result of increased direct global sourcing. Excluding Home Improvement and incremental foreign sourced inventory, closing inventory decreased 0.8 days when compared to HY12. In light of the number of new stores and additional DC infrastructure across the group, this is a pleasing result which reflects ongoing improvements in stock management. Cash flow from operating activities before interest and tax increased 25.2% on the previous half year to $2,900.0 million. Cash flows were positively impacted by a difference in the timing of the reporting date relative to the prior half year and the impact of this on creditor payments (reporting date at HY13: 30 December 2012 and HY12: 1 January 2012). Excluding this, cash from operating activities before interest and tax increased 4.3%. Net interest paid of $190.4 million (HY12: $187.7 million) was broadly consistent with the prior half year. Tax payments increased to $507.8 million in HY13 (HY12: $455.7 million) due to higher tax instalments across the Group. Tax refunds of approximately $30 million relating to the lodgement of the Group’s 2012 tax returns will be received in the second half of FY13. Total cash provided by operating activities was $2,201.8 million, up 31.7%. The cash realisation ratio5 before significant items1 was 127% or approximately 100% after excluding the difference in the timing of the reporting date relative to the prior half year and the impact of this on creditor payments. This is a solid outcome as it includes the investment in our Home Improvement business. We continue to enhance long term shareholder value by investing capital in core and growth opportunities such as our new store pipeline, our multi-option offer, our Home Improvement business and bolt on acquisitions, such as the Laundy transaction, as well as optimising the existing operations. Our fixed charges cover ratio6 before significant items1 remains strong at 3.0 times. We have maintained our financial strength and flexibility as reflected by the maintenance of our strong investment grade credit ratings by Standard & Poor’s and Moody’s. We continue to seek to optimise our returns on capital over time. 8 FOOD, LIQUOR AND PETROL Key highlights for the half Australian Supermarkets Strong growth in sales and EBIT, with increased market share, customer numbers and items sold. 17 additional supermarkets opened during the half, with a further 17 planned for the remainder of the financial year Liquor Sales and profitability growth across all brands has highlighted the relevance of each of our liquor offerings – Dan Murphy’s, Convenience (BWS and Woolworths Liquor) and Direct (Cellarmasters, Langton’s, winemarket.com.au and Dan Murphy’s online) New Zealand Supermarkets Despite challenging retail trading conditions, achieved growth in sales and EBIT as well as market share, customer numbers, basket size and items sold Australian Supermarkets (including Liquor and Petrol) Sales - Food and Liquor ($ million) Sales - Petrol ($ million) Sales - Total ($ million) Gross Margin (%) Cost of Doing Business (%) EBIT to Sales (%) EBIT ($ million) Funds Employed ($ million) HY12 (27 weeks) 19,571 3,434 23,005 24.83 18.04 6.79 1,560.9 4,188.5 HY13 (27 weeks) 20,488 3,393 23,881 25.14 18.21 6.93 1,654.9 4,122.0 Change 4.7% (1.2)% 3.8% 31 bps 17 bps 14 bps 6.0% (1.6)% Australian Food and Liquor (excluding Petrol) Australian Food and Liquor sales for the half year were $20.5 billion, an increase of $0.9 billion or 4.7% on the previous year. Comparable store sales in Australian Food and Liquor for the half year increased 2.4% (HY12: 1.5%). During the half, we increased market share, customer numbers, basket size and items sold. We served on average 20.2 million customers per week, an increase of 4.6% when compared to the same period in the prior year. The standard shelf price movement index7 for the half year was inflation of 1.0% (HY12: inflation of 0.9%). Whilst Produce returned to inflation during the half, it went back into deflation in December. Excluding Produce, the shelf price index for the half year was inflation of 0.8% (HY12: inflation of 0.8%). Average prices continued to experience deflation for the half year of 2.8% (HY12: deflation of 3.7%) when the effects of promotions and volumes are included. Through campaigns such as ‘For Less For Families’, ‘Lamb Cuts for Less’ and deep cut half-price specials we have continued to lower prices on everyday product lines for the benefit of our customers. 9 Australian Food and Liquor (excluding Petrol) (continued) We opened 17 Australian Supermarkets during the half year bringing the total to 887. In line with our strategic initiatives to enhance the shopping experience for our customers, 110 Australian Supermarket refurbishments were completed during the half. This included four full refurbishments and 106 part refurbishments to revitalise our Fresh offer and implement our latest merchandising innovations in stores. We also opened 11 Dan Murphy’s during the half year taking the total to 1718. We plan to open a further 17 Supermarkets and five Dan Murphy’s in the second half of FY13. Australian Food and Liquor EBIT increased 6.1% to $1,583.9 million for the half year, with EBIT margin increasing 10 bps. The increase in gross margin reflects improvements in buying, including benefits gained from direct global sourcing expansion, a significant focus on reducing shrinkage, more effective promotions and growth of our exclusive brand ranges. Much of the benefit received from these initiatives has been reinvested in price reductions for the value conscious customer. Australian Food and Liquor CODB as a percentage of sales was flat when compared to the prior half year. This is a particularly strong result given additional costs incurred, including higher electricity costs, and a large number of new stores yet to reach mature sales levels. Petrol Petrol sales for the half year, including Woolworths/Caltex alliance sites, were $3.4 billion, a decrease of 1.2% on the previous half year. Average fuel sell prices for the half year were 141.3 cpl (HY12: 140.8 cpl). Petrol volumes decreased 2.8% for the half year. Whilst competitor activity was focused around ongoing increased fuel discounts, Woolworths’ customers were instead rewarded through more targeted fuel offers and enhanced Supermarket offers. Comparable (dollar) sales decreased 3.2% and comparable volumes decreased 4.7% for the half year. Total merchandise (non-fuel) sales increased 5.4% for the half year. Comparable merchandise (non-fuel) sales increased 0.9% for the half year. Petrol EBIT increased 5.3% to $71.0 million for the half year through a combination of more targeted fuel discounts, a shift in sales mix towards premium unleaded and diesel fuels, stronger non-fuel sales, buying benefits achieved with our supply partner Caltex and tight cost control. We opened eight petrol canopies during the half year bringing the total to 606, including 131 Woolworths/Caltex alliance sites. We plan to open a further eight sites in the second half of FY13. 10 Australian Supermarkets – Progress against strategic objectives 1. First choice for fresh food Australians have enjoyed continuing improvement in the quality and freshness of our offerings since the launch of ‘Australia’s Fresh Food People’ in June 2012. From our suppliers to our stores, the entire fresh food team have raised the bar on fresh foods We have continued the delivery of our ‘Australia's Fresh Food People’ brand campaign through a variety of channels including ‘Fresh Fairs’ held in store as well as leveraging our partnership with the ‘Sunrise’ morning television program to include integration of fresh food and cooking segments Our newest store design, which showcases our commitment to fresh foods, was unveiled in Wolli Creek, Sydney, in October 2012. The new produce layout and fresh cut fruit bar, fresh pizza bar, meat servery and sushi kiosk have all been a great success with our customers. We are now rolling out these innovations across many other stores We have achieved outstanding meat and seafood results courtesy of innovation and an eye for delivering consistent quality 42 new bakeries were introduced to our stores during the half year. We now bake fresh bread every day in 652 stores Outside of Fresh, we have improved our performance in packaged goods and have made good progress on aligning our program with our supply partners but remain focused on building further momentum in this area to achieve the results we are targeting 2. Unbeatable value We have continued to work hard to build confidence in our value contract with customers ensuring we offer the value they expect and deserve In August 2012, we cut the retail price of Australia’s favourite lamb cuts by 20% to 30%, delivering Australian ‘Lamb Cuts for Less’ to our customers. Australian lamb farmers also benefited from this with a significant increase in volumes sold In October 2012, we launched ‘For Less for Families’ where we cut the price on products that families buy the most through to Christmas 2012. The launch week produced our highest market share during the half Our Christmas campaign was supported with unique and targeted customer offers enabled by our customer analytics infrastructure including ‘Cash for Christmas’, ‘You Choose’ and our ‘Christmas Card’ which was sent to 400,000 of our most loyal customers We are continuing to reduce waste and the cost of shrinkage and have used these savings to invest in lower sell prices We have continued to lower prices on everyday product lines with average prices in deflation of 2.8% for the half Homebrand has continued to provide an effective value entry point 11 Australian Supermarkets – Progress against strategic objectives (continued) 3. Customer led – the power of insights Our ‘Category Lab’ has covered almost 75% of our sales base with these reviews now being embedded in our underlying continuous category review process. As customer centric deep dives are performed for each category, we are uncovering many opportunities to enhance our offer with better ranges, more tailored promotions and improved category layouts We have continued to increase the utilisation of Everyday Rewards insights for the identification of customer groups to enable more targeted and relevant campaigns for our customers All store managers have transferred to iPads, providing them greater flexibility and enabling them to spend more time on the shop floor serving customers We continue to integrate customer insights into our ongoing strategic plans by utilising our extensive customer feedback programs such as the weekly marketing monitor, weekly ‘Customer Talkback’ focus groups, brand tracker and ad-hoc customer studies 4. Exciting new offers Fresh sushi is now being made daily in 18 stores, with a plan to have 49 kiosks by the end of FY13. The new sushi flavours have been well received by our customers Our fresh pizza bars are now in five stores, delivering quality pizzas made in store daily, with a plan to have 17 bars by the end of FY13 Our extended My Kitchen and Health & Beauty ranges continue to be rolled out across our stores Christmas saw the launch of our newest Own Brand range, ‘Gold’, which offers superior quality and mouth watering indulgent food products that are a must for the discerning shopper. 18 ‘Gold’ products were launched in time for Christmas The trend towards eating food that is better for you or better for the environment continues, with our Macro Wholefoods Market range sales growing at over 40% on the previous half year 12 Australian Supermarkets – Progress against strategic objectives (continued) 5. Shopping tailored for our customers The ongoing development of our transactional mobile site and Apps is core to our ambition to make our customers’ shopping experience easier and more rewarding providing a seamless link between online and bricks and mortar. Key enhancements made to the Apps in the October 2012 upgrade were: enabling customers to check and compare local fuel prices access seasonal information, such as Christmas recipes, shopping lists and other helpful information The App has maintained its position in the top 10 Food and Drink Apps in the iTunes App Store with over two million downloads to date Online sales continue to grow at strong rates and are up more than 50% on the previous half year. We have a better platform and more enhancements to come Customers are increasingly enjoying the freedom of being able to shop online and choose whether they want their groceries delivered or to collect them from a choice of 119 locations 13 Liquor Liquor continues to experience strong growth across all brands. This reflects the success in our efforts to better anticipate and meet our customers’ needs. Group liquor sales (including ALH Group on premise liquor sales) for the half year totalled $3.8 billion (HY12: $3.6 billion). Liquor – Progress against strategic objectives 1. Grow our network We opened 11 Dan Murphy’s and 30 (15 net) BWS stores during the half year. Total liquor outlets were 1,346 at the end of the half year The Laundy transaction added 29 hotels and ten retail liquor outlets, including one rebranded as Dan Murphy’s, to the network 2. Improve our store formats We have rebranded 176 Woolworths Supermarket Liquor sites to BWS, with a target to have the majority of Woolworths Supermarket Liquor sites rebranded by the end of FY13. The rebranding has involved refreshed BWS signage, aligned promotional programs, layout improvements and investment in staff training and service. The results of the rebranding, whilst only in the very early stages, have been positive with good customer recognition and acceptance We have commenced segmenting our convenience offer by shopping occasion with 28 ‘Premium’ stores trading under the BWS banner at the end of the half 3. Multi-option retail Dan Murphy’s online continued its excellent growth in the half year with key highlights including the launch of a click and collect service across the entire Dan Murphy’s network (a first for a major Australian national retailer), improved website functionality (including an improved checkout) and the launch of our new mobile site Strong growth was also experienced in our other ‘direct to consumer’ businesses (Cellarmasters, Langton’s and winemarket.com.au) 14 Liquor – Progress against strategic objectives (continued) 4. Grow own and exclusive brand share We formally launched the Pinnacle Liquor Group in August 2012 which aligns production, marketing and product development teams for our own and exclusive brands under an integrated management structure The establishment of the Pinnacle Liquor Group is an evolution of our private label development: Woolworths Liquor Group first committed to sourcing and creating exclusive brands across beer, wine and spirits in 2003 In June 2009, the first manufacturing assets were purchased, via a 25% stake in Gage Roads Brewing Company (Gage Roads), the original craft brewer in WA. The Group then became vertically integrated in wine production with the purchase of the Dorrien Estate Winery and the Vinpac bottling operation as part of the Cellarmasters Group acquisition in April 2011 Within the Pinnacle Liquor Group, the manufacturing assets have been integrated with the exclusive brand sourcing team During the period, we saw continued strong growth in our own and exclusive brands, including major launches such as the Sail & Anchor Craft Beer range (produced by Gage Roads) and Chris Ringland CR and Reservation Shiraz (managed through Dorrien Winemaking and bottled at Vinpac) Funds Employed – Australian Food and Liquor (including Petrol) Return on funds employed (ROFE) for Australian Food and Liquor (including petrol) for the half year was 40.7%, up from 38.3% in the prior year. The increase reflects strong EBIT growth (6.0%) combined with stable average funds employed. Inventory levels have continued to be well managed with closing inventory increasing 0.7 days as a result of additional bulk wine inventory in the Pinnacle Liquor Group as part of the Group’s strategy to build exclusive brand sales and utilise our own production facilities. Excluding the Pinnacle Liquor Group, closing inventory days remained largely flat when compared to the prior year despite the net addition of 23 Australian Supermarkets, 16 Dan Murphy’s and 14 BWS stores since the prior half year. 15 New Zealand Supermarkets Key highlights for the half Sustained growth in market share, customer numbers, basket size and items sold, restricted by the cycling of last year’s Rugby World Cup Launch of new fully integrated multi-option marketing program, ‘Countdown’s Fresh Stories’, with increasing multi-option presence enhancing the shopping experience for many customers Pleasing profitability growth despite challenging retail trading conditions $NZD Before Significant Items1 Sales ($ million) Gross Margin (%) Cost of Doing Business (%)9 EBIT to Sales (%)9 Trading EBIT ($ million) Less Intercompany Charges ($ million) Reported EBIT ($ million) Funds Employed ($ million) HY12 (27 weeks) 2,879 23.02 17.75 5.27 151.7 (2.6) 149.1 3,364.7 HY13 (27 weeks) 2,944 23.28 17.69 5.59 164.5 (2.2) 162.3 3,242.3 Change 2.3% 26 bps (6) bps 32 bps 8.4% (15.4)% 8.9% (3.6)% New Zealand Supermarkets sales for the half year were NZ$2.9 billion, an increase of 2.3%4 on the previous half year (3.1% increase in AUD). Comparable sales for the half year were flat4 (HY12: growth of 4.5%4). The Countdown Supermarkets food price index showed inflation for the half year of 0.1% (HY12: inflation of 1.7%). Inflation for the half was restricted by deflation in dairy, with lower costs of milk, butter and cheese passed onto our customers, as well as dry grocery, with increased frequency of customer promotions. We opened four Countdown Supermarkets in the first half, bringing the total to 165. Three additional franchise stores were opened, bringing the total to 57 at the end of the half. One Countdown store remains closed as a result of the February 2011 Christchurch earthquake. We plan to open a further four Countdown Supermarkets in the second half of FY13. Trading EBIT before significant items1 increased 8.4%4,9, with EBIT margin before significant items1 up 32 bps4,9 on the previous half year. This is a strong result given the New Zealand retail environment has been characterised by low growth and even lower inflation with retail trading conditions becoming increasingly challenging during the half. Additionally, growth was restricted by the cycling of last year’s Rugby World Cup finals. The result is underpinned by our strong brand, new store formats and continually improving offers, which have enabled us to increase market share, customer numbers, basket size and items sold. 16 New Zealand Supermarkets (continued) Gross margin increased 26 bps4 on the previous half year attributable to a variety of initiatives including more effective promotional activity, partnering with suppliers, reductions in shrinkage and increased direct global sourcing. We have continued to be competitive in the market with a number of cost savings passed on to customers through lower shelf prices. CODB as a percentage of sales before significant items1 decreased 6 bps4,9 on the prior half year to 17.69%4,9. This decrease is attributable to good cost control in a challenging sales environment and improved productivity in the DCs. The decrease in funds employed reflects the sale of ten New Zealand properties to the SCA Property Group during the period partially offset by our continued investment in new stores, refurbishments and the new DC in Christchurch. New Zealand Supermarkets – Progress against strategic objectives 1. Single brand Customer appeal for the Countdown brand continues to grow Launch of new fully integrated multi-option marketing program, ‘Countdown’s Fresh Stories’ has helped to increase the appeal of the Countdown brand 2. Grow Countdown network Network now has 165 stores, excluding Countdown Ferrymead Four new stores opened during the half, with four currently under construction and due to open in the second half of FY13 3. Larger, modern format stores Extensions and refurbishments continue, with 75% of all stores now converted to the 2010 or 2015 format providing customers with an enhanced shopping experience Two refurbishments to the 2015 format were completed during the half 4. Multi-option New Zealand’s leading online food retailer with online sales growth of 36%4 for HY13 with a positive response from our customers to our online offering Countdown Smartphone App launched during FY12 and has proved very popular, with over 200,000 downloads Click and collect service being rolled out progressively in our stores 17 New Zealand Supermarkets – Progress against strategic objectives (continued) 5. Grow franchise network Two new format FreshChoice and one SuperValue franchise store opened during the half Two refurbishments and one extension completed during the half 6. Grow market share Continued growth in market share over the half in both dollars and units sold through new marketing and category initiatives We are focused on further enhancing our value perception 7. Supply chain Consolidated Christchurch Regional DC commissioned in July 2012 continues to improve supply chain efficiency and store service to the South Island 18 BIG W Key highlights for the half Strong increase in profitability reflecting the successful execution of our strategic initiatives and relevance of our merchandise offers Gross margin improvement delivered through efficiency improvements with our new Hoxton Park DC, increased direct global sourcing volumes, strong control of promotional activity, changes in sales mix and strong inventory management Well managed costs with CODB dollars remaining flat when excluding costs attributable to new stores and the new Hoxton Park DC BIG W’s business is evolving and in delivering its strategic objectives, BIG W is undertaking a dedicated program of works similar to that being implemented in Australian Supermarkets. The vision is for BIG W to be Australasia’s leading multi-option discretionary retailer Expansion of the multi-option offering with online sales up 17% for the half, assisted by customers shopping across our BIG W mobile site, iPhone and iPad Apps and the expansion of online layby Sales ($ million) Gross Margin (%) Cost of Doing Business (%) EBIT to Sales (%) EBIT ($ million) Funds Employed ($ million) HY12 (27 weeks) 2,362 30.37 25.31 5.06 119.6 734.1 HY13 (27 weeks) 2,447 31.47 26.18 5.29 129.5 791.1 Change 3.6% 110 bps 87 bps 23 bps 8.3% 7.8% BIG W sales for the half year were $2.4 billion, an increase of 3.6% on the previous half year. Comparable store sales for the half year increased 0.7% (HY12: decreased 2.8%). During the half, a focus on delivering the lowest prices every day and reducing loss making promotional activities, impacted sales however improved the profitability of some categories. Sales were also impacted by continued declines in the Consumer Electronics category and by ongoing deflation across the business, which was estimated to be 4.9% for the half year. However, we continue to see solid growth in customer numbers and units sold. We opened four new stores during the half year, bringing the total to 176. We plan to open a further two stores in the second half of FY13. 19 BIG W (continued) EBIT increased 8.3% to $129.5 million for the half year, with EBIT margin improving 23 bps attributable to strong gross margins. Gross margin increased 110 bps on the prior year due to savings in freight and outside storage costs from the operation of the new Hoxton Park DC in New South Wales, increased direct global sourcing volumes, strategic decisions around the use of promotional activity and changes in sales mix. CODB as a percentage of sales increased 87 bps on the prior half year, which was in line with expectations. The increase is attributable to the costs of operating seven additional stores compared to the same time last year (four during HY13 and three during the second half of FY12) and costs associated with operation of the new DC at Hoxton Park. Excluding these costs, CODB dollars were in line with the prior year, assisted by strong control of employee costs and strategic changes to marketing. The increase in funds employed of 7.8% reflects continued investment in the BIG W business including seven new stores and two refurbishments since the prior half year. Closing inventory decreased 2.0 days, driven by an increased focus on stock management. BIG W – Progress against strategic objectives Over the past 18 months, BIG W has made pleasing progress against its strategic initiatives and is undertaking a dedicated program of works similar to that being implemented in Australian Supermarkets. The strategic focus areas for the business are as follows: 1. Win on value everyday Our high volume value program across apparel has gone from strength to strength, almost doubling unit sales during the half Our Smart Value brand continues to resonate strongly with our customers, experiencing 225% unit growth over the first half. This has assisted in driving increased customer transactions Our new brand campaign launched in July 2012 – ‘Everyone’s a Winner with Australia’s Lowest Prices - Cha-Ching!’, is continuing to gain traction with customers 20 BIG W – Progress against strategic objectives (continued) 2. Continue to grow our store footprint whilst realising our multi-option ambition The vision is for BIG W to be Australasia’s leading multi-option discretionary retailer. In addition to delivering the full potential of our store network, we are focused on integrating our digital channels with our store network and providing options for our customers in how they research and shop We remain committed to growing our store network in realising our multi-option ambition. Throughout the half we opened four new stores, and will open a further two in the second half of FY13 3. Evolve our customer offer through merchandising and range innovation Whilst customer feedback rates BIG W as having the best range and in-store shopping experience, we have continued to evolve our in-store presentation to deliver best in class execution Innovation and newness in our merchandise is a key focus. Our Emerson brand (women’s apparel) is now the number two brand in our business. During the half, we launched our Michelle Bridges and Guy Leech active ranges and a Paul Frank range in apparel for women and children, all of which have outperformed expectations We have seven stores in our latest format, all of which reflect improved adjacency and space allocations. This includes changes to Womenswear, Menswear and Footwear, flexible fixturing and space, improved sight lines and directional signage and a reduced cost to build and operate 4. Deliver the full potential of our existing business We have identified a number of opportunities to refine and align our offer with our core customers’ needs, whilst delivering improved financial outcomes. We continue to focus on driving gross margin improvement through expanding our direct global sourcing capability We commenced a review to identify and implement more productive and cost effective processes and systems for the long term. As part of this, we have made further investments in implementing new merchandise, back office and allocations systems, due for completion in FY13 and FY14 21 HOTELS Key highlights for the half Growth through acquisition Acquired 29 hotels and ten retail liquor outlets as part of the Laundy transaction which included one rebranded as Dan Murphy’s. In addition, a further three hotels have been acquired with four associated retail liquor outlets Good momentum Sales and EBIT growth in a challenging trading environment assisted by the Victorian gaming regulatory changes whereby we now own and operate gaming machines in our own right Commitment to responsible gaming As part of our commitment to implementing gaming precommitment technology across the network by December 2014, we have initiated a project to replace our back of house gaming systems, with four trial sites now in operation Sales ($ million) Gross Margin (%) Cost of Doing Business (%) EBIT to Sales (%) EBIT ($ million) HY12 (27 weeks) 636 81.47 63.20 18.27 116.2 HY13 (27 weeks) 759 82.29 63.74 18.55 140.8 Change 19.3% 82 bps 54 bps 28 bps 21.2% Hotel sales for the half year were $759 million, an increase of 19.3% on the previous year. Growth was driven by hotel acquisitions as well as the overall benefit obtained through Victorian gaming regulatory changes. There has been a number of regulatory changes in Victoria. From 1 July 2012, ATMs were no longer permitted in venues operating electronic gaming machines (EGMs). The removal of ATMs has had a negative effect, not only on gaming turnover, but also on bar and food revenue. This impact was expected and we believe it will recover as customers adjust to the new regime. From 16 August 2012, new arrangements came into effect which allow venue operators to own and operate EGMs in their own right. Under the new arrangements, venues acquired machines and licence entitlements to operate machines and pay monitoring fees and other costs associated with operating them. In return the venues receive a greater share of revenue derived from these machines. Additionally, a restriction was placed on the total number of hotel EGMs that may be held by any one operator. This restriction resulted in ALH being required to reduce the number of EGMs from its existing network. Leading into the commencement of the new arrangements, ALH removed over 1,000 EGMs in order to rebalance the network to meet this requirement. The positive contribution resulting from these changes is in line with expectations. 22 Hotels (continued) Relative to the broader hotel sector, our Hotel business continues to prove resilient. The diversified and geographic spread of ALH income streams has assisted during the half to counter the challenging bar environment experienced across most states. Our food offer remains a focus and continues to produce good results. The Hotel business is a key enabler of Dan Murphy’s and BWS, with 668 Dan Murphy’s stores on hotel sites and 458 BWS stores affiliated with hotels. We have a commitment to be Australia’s most responsible hotel and gaming operator – going above and beyond what is required by legislation. Our plan is for all EGMs to have voluntary pre-commitment limits installed by 2014 – two years ahead of any legislation. Additionally, our hotel and gaming charter is subject to rigorous internal and external audits, all management and key hotel staff are given comprehensive ongoing training and we have well established partnerships with expert groups including Gambler’s Help and the Salvation Army. 29 hotels and ten retail outlets (including one rebranded as Dan Murphy’s) were acquired as part of the Laundy transaction. An additional two hotels, which are part of this transaction, remain subject to Australian Competition and Consumer Commission (ACCC) approval before completion of the acquisition. We acquired a further three hotels with four associated retail liquor outlets during the half year. This takes the total number of venues to 324. HY13 EBIT includes $12.8 million of acquisition costs (largely stamp duty) which are required to be expensed through the profit and loss. EBIT increased 21.2% to $140.8 million. This growth was driven by incremental EBIT as a result of the Victorian gaming regulatory changes as well as sales growth and good cost control in the existing business. 23 HOME IMPROVEMENT Home Improvement sales increased 54.6% to $637 million for the half year. This result includes sales from the first 25 Masters stores, 10 of which opened during the half. Whilst still early days for our Masters business, we continue to be pleased by the progress of our stores. Our Danks business has experienced a challenging half. With much of this business focused on servicing trade customers, sales have been impacted by the dampened demand for building and construction materials. Key highlights for our Home Improvement business for the half include: We opened 10 Masters stores, with 25 stores trading at the end of the half. Feedback from customers has been very positive in relation to the new home improvement offering, with great interest in our range across all departments In line with our store roll out plan, we now have Masters stores trading in all mainland Australian states and the ACT We anticipate at least 30 Masters stores will be open by the end of FY13. We currently have over 115 sites in the pipeline and we plan to have approximately 100 stores trading by the end of 2016 We now have two DCs serving our Masters stores. The Hoxton Park DC began dispatching in October 2012. This DC will provide additional support to the Home Improvement network and will enable future freight savings In June 2012, we launched Australia’s first online Home Improvement store through the Masters transactional website. Multi-option retailing is a significant strategic method of selling our products to consumers across the country. Today, with over 30,000 SKUs online, we receive over 10,000 visits to our website per day. Our website, while still growing, is enabling us to service a wider range of customers Danks is continuing to attract new members as they rollout a repositioned focus with Home Timber & Hardware’s new marketing campaign, ‘Go where the tradies go’. With a targeted focus on serious DIY and trade customers, there is a comprehensive network of Danks stores that complement the network of Masters stores across the country 24 DISCONTINUED OPERATIONS CONSUMER ELECTRONICS The sale of the Dick Smith Electronics business to Anchorage Capital Partners was completed on 26 November 2012. The sale of this business was completed on the following basis: Under the sale agreement, Anchorage purchased 100% of the business including 325 stores employing more than 4,500 people Initial cash proceeds were $20 million to be received in FY13 with Woolworths also potentially benefiting from any upside resulting from a future sale of Dick Smith by Anchorage Lease commitments to the value of approximately $300 million (unexpired lease term) have been assumed by Anchorage. The sale of the Consumer Electronics business in India to Infiniti Retail Limited was completed on 15 October 2012. In relation to the sale of these businesses, a final write-off adjustment of $63.7 million before tax ($65.7 million after tax10) was required. This largely represents the seasonal inventory build in the Australian and New Zealand businesses in the lead up to Christmas net of the profit on disposal of the Indian Consumer Electronics business. As these businesses have been sold, no further losses are anticipated. The trading results from the Consumer Electronics businesses have been disclosed as a discontinued operation up until the dates of sale. Consumer Electronics – Australia, New Zealand and India ($ million) Sales EBIT before Significant Items1 Less: Restructure Provision / Net Loss on Disposal EBIT after Significant Items1 HY12 (27 weeks) 1,066 22.2 (300.0) (277.8) HY13 (27 weeks) 642 2.5 (63.7) (61.2) Change n.c3 n.c3 n.c3 n.c3 Consumer Electronics sales for the half were $436 million in Australia and NZ$115 million in New Zealand for the period the Dick Smith business was under the ownership of Woolworths. Consumer Electronics India sales for the half were $116 million during the period this business was under the ownership of Woolworths. 25 OVERHEADS, CASH FLOW AND BALANCE SHEET Central Overheads (including Home Improvement) Central overheads, including Home Improvement, have increased to $115.2 million for the half year (HY12: $92.0 million) primarily reflecting Home Improvement start-up costs related to the Masters business (net of Danks operating profit and before tax and non-controlling interest). Cash Flow and Balance Sheet Our balance sheet and cash flow remain strong. Cash Flow Cash generated by operating activities before interest and tax increased 25.2% to $2,900.0 million. Cash flows were positively impacted by a difference in the timing of the reporting date relative to the prior half year and the impact of this on creditor payments. Excluding this, cash from operating activities before interest and tax increased 4.3%. Net interest paid of $190.4 million (HY12: $187.7 million) was broadly consistent with the prior year. Tax payments increased to $507.8 million in HY13 (HY12: $455.7 million) due to higher tax instalments across the Group. Tax refunds of approximately $30 million relating to the lodgement of the Group’s 2012 tax returns will be received in the second half of FY13. Total cash provided by operating activities was $2,201.8 million, up 31.7%. Cash used in investing activities decreased 73.8% to $343.6 million. Cash proceeds of $764.0 million were received on the sale of properties to the SCA Property Group. Payments for the purchase of businesses was $201.6 million in HY13 which largely represented the acquisition of Hotels as part of the Laundy transaction. Expenditure on property development and property, plant and equipment was lower than the prior year given differences in the timing of capital projects. Cash contributions from Lowe’s in relation to our Home Improvement business were lower during HY13 as a result of the utilisation of a new borrowing facility. Free cash flow generated by the business was $1,974.2 million (HY12: $479.9 million). The cash realisation ratio5 before significant items1 was 127% or approximately 100% after excluding the difference in the timing of the reporting date relative to the prior half year and the impact of this on creditor payments. After taking into account proceeds from share issues and the payment of dividends, remaining free cash flow was $1,426.5 million for the half year. 26 Balance Sheet Key balance sheet movements for the continuing operations11 of the Group relative to the prior half year are explained as follows: Inventory increased 9.4%, primarily driven by the building of Masters inventory within our new Home Improvement business, increased direct global sourcing, as well as additional bulk wine inventory in the Pinnacle Liquor Group as part of the Group’s strategy to build exclusive brand sales and utilise our own production facilities. Excluding Masters and the Pinnacle Liquor Group, inventory increased 3.3% on the prior year Trade payables increased 13.1% on the prior year and were impacted by a difference in the timing of the reporting date relative to the prior half year and the impact of this on creditor payments. Excluding this, trade payables increased 2.7% reflecting purchasing for the Masters business and general business growth Receivables increased 13.2%, reflecting general business growth as well as receivable balances in relation to the recently completed sale of Dick Smith Electronics and creation of the SCA Property Group Other creditors increased, reflecting property development accruals and rental guarantee provisions associated with the creation of the SCA Property Group Fixed assets and investments decreased by $403.5 million to $9,020.2 million, reflecting the sale of property to the SCA Property Group offset by ongoing capital expenditure and property development (net of depreciation) Depreciation and amortisation increased 6.8%. Within Australian Food and Liquor, New Zealand Supermarkets and Petrol, depreciation was flat as a result of the cumulative impact of lower refurbishment spend in recent years and lower depreciation relating to existing assets as they became fully written down, offset by additional depreciation on new assets Intangibles increased $431.1 million to $5,637.6 million reflecting intangibles related mainly to the acquisition of hotels as part of the Laundy transaction as well as the purchase of gaming entitlements as a result of the changes to the Victorian gaming regulations, which came into effect in August 2012 Net repayable debt (which includes cash, borrowings, financial assets and liabilities) has decreased $1,255.5 million reflecting an increased cash balance resulting from the sale of property to the SCA Property Group as well as proceeds from the sale of the Consumer Electronics businesses Shareholders’ equity for the Group increased $145.3 million since FY12 to $8,333.5 million. This includes a reduction of $0.5 billion reflecting the in-specie distribution to shareholders on creation of the SCA Property Group Return on funds employed increased 11 bps to 15.5%12. Excluding the impact of the continuing investment in our Home Improvement business, ROFE increased 119 bps to 18.2%12. 27 CAPITAL MANAGEMENT13 Objectives Woolworths sets its capital structure with the objective of enhancing long term shareholder value through optimising its weighted average cost of capital while retaining flexibility to pursue growth and undertake capital management initiatives. Consistent with this objective, Woolworths has targeted, achieved and maintained its long standing strong investment grade credit ratings from Standard & Poor’s and Moody’s. Capital Management Woolworths will seek to return capital to shareholders when that is consistent with its capital structuring objectives and where it will enhance shareholder value. Since July 2001, over $13 billion has been returned to shareholders through dividends (including the interim dividend for the half year ended 30 December 2012) and on-market and off-market share buy backs. There was no share buy back activity in HY13 and none is anticipated in the second half of FY13. The payment of the October 2012 and April 2013 dividends, as well as the in-specie distribution associated with the SCA Property Group, will return over $2.0 billion (including the capital and dividend components of the in-specie distribution) and $0.8 billion in franking credits to shareholders. Woolworths expects that after these events, there will be approximately $1.6 billion of franking credits available for future distribution. Financing Transactions There were no financing transactions executed during the half year and there are no maturities of debt in the immediate term. At the end of HY13, Woolworths had $3.3 billion in undrawn bank loan facilities. Property Sales Program Woolworths has a history of developing marketplace style retail centres through its property development arm. Woolworths increased its involvement in the development of sites using its own balance sheet due to the significant decline in third party property development, which resulted in Woolworths’ ownership of a larger (than historical) portfolio of retail centres. Woolworths is generally not a long term holder of property assets and continues its strategy of divesting property assets as appropriate market opportunities arise. 28 Creation of the SCA Property Group During the half, we created a new ASX listed Real Estate Investment Trust, the SCA Property Group, through an in-specie distribution of stapled units in this entity to all Woolworths shareholders. The transaction involved the sale of 69 properties, independently valued at approximately $1.4 billion, to the SCA Property Group. As envisaged, a one-off loss of $28.5 million after tax ($32.8 million before tax) was incurred on the sale of assets to the SCA Property Group. As disclosed in the Woolworths Explanatory Memorandum dated 5 October 2012, this primarily represents provisions for rental guarantees provided by Woolworths in relation to specialty leasing risk. As at 30 December 2012, 65 properties (including nine Australian properties which were under development) had been sold to the SCA Property Group with a further four New Zealand properties to be sold at the time their development is complete in the second half of FY13. Woolworths will complete the construction of the development assets for consideration agreed with the SCA Property Group. Cash consideration of $764.0 million was received resulting from equity and debt raising in the SCA Property Group in December 2012. At HY13, provisions associated with the transaction (largely rental guarantees) as well as accruals representing outstanding development payments on assets sold to the SCA Property Group have been recognised in the balance sheet. Additionally, a receivable has been recorded representing transaction costs paid by Woolworths which will be reimbursed by the SCA Property Group. Shareholders’ equity decreased by $0.5 billion representing the in-specie distribution to shareholders which was comprised of an income component of $0.2 billion and a capital component (including related transaction costs) of $0.3 billion. On a recurring basis, this transaction, as anticipated, will add additional rental expense and reduce specialty rental income offset by lower depreciation and outgoings expenses and lower net interest costs. In addition to providing a return to our shareholders through the in-specie distribution, this transaction has reduced the quantum of property on the Woolworths balance sheet, releasing capital to enable a greater focus on growth in our core retail businesses. 29 Defined plans to continue space roll out Space roll out is supported by detailed plans for the next 3 – 5 years identifying specific sites. Gross Store Openings in HY13 Target (incl. acquisitions) Australian Supermarkets 17 15 – 25 new Supermarkets per annum and 3%+ space growth (34 planned for FY13 with approximately 3.9% space growth) New Zealand Supermarkets 4 3 – 5 new Supermarkets per annum (8 planned for FY13) Dan Murphy’s 11 Plans to open 10 – 15 new stores per annum targeting over 200 stores (16 planned for FY13) BWS 30 Plans to open 6 – 10 stores (net) per annum (14 (net) planned for FY13) Petrol 8 Will grow supporting the Supermarket roll out strategy (16 planned for FY13) BIG W 4 4 – 7 stores per annum (6 planned for FY13) Hotels (ALH Group) 32 Acquire selectively as appropriate opportunities arise Home Improvement 10* Planning to secure 150 Masters sites in 5 years (from announcement of JV). Plan to open 15 – 20 Masters stores per annum * Represents 10 Masters stores 30 OUTLOOK Woolworths has a focused strategy which is building momentum, with benefits arising from continuing investment underpinning long term sustainable profit growth. Woolworths remains well positioned in all its market segments and has a strong and sustainable business model. At the end of FY12, we provided guidance for FY13 of net profit after tax from continuing operations to grow in the range of 3% - 6% (on a normalised 52 week basis). Whilst the Australian and New Zealand retail sectors continue to experience some challenging trading conditions, we have seen good progress against our strategic initiatives which have lead to strong profitability growth for HY13. Given this growth, we have revised our previous guidance and now expect net profit after tax from continuing operations to grow in the range of 4% - 6% (on a normalised 52 week basis) excluding the oneoff impacts associated with creation of the SCA Property Group and the Consumer Electronics Divestment (note: FY13 is a 53 week year). - Ends - For further information contact: Media Clare Kimball, Corporate Communications 0432 696 650 Investors and Analysts Tom Pockett, Finance Director (02) 8885 1105 31 Profit and Loss for the 27 weeks ended 30 December 2012 HY12 (27 weeks) ($m) GROUP SALES Continuing Operations Australian Food and Liquor Petrol Australian Supermarkets New Zealand Supermarkets (NZD) New Zealand Supermarkets BIG W Hotels Home Improvement Group Sales – Continuing Operations Group Sales – Continuing Operations (excl Petrol) Discontinued Operations Consumer Electronics Australia and New Zealand Consumer Electronics India Group Sales – Discontinued Operations Total Group Sales HY13 (27 weeks) ($m) Change 19,571 3,434 23,005 2,879 2,244 2,362 636 412 28,659 25,225 20,488 3,393 23,881 2,944 2,313 2,447 759 637 30,037 26,644 4.7% (1.2)% 3.8% 2.3% 3.1% 3.6% 19.3% 54.6% 4.8% 5.6% 873 193 1,066 526 116 642 n.c 3 n.c 3 n.c 29,725 30,679 3.2% 26.33 19.97 6.36 26.95 20.51 6.44 62 bps 54 bps 8 bps 3,074.1 (794.3) 3,290.2 (867.7) 7.0% 9.2% 2,279.8 (456.6) 1,823.2 (150.5) (482.1) 1,190.6 (8.1) 2,422.5 (487.8) 1,934.7 (151.4) (530.9) 1,252.4 (5.2) 6.3% 6.8% 6.1% 0.6% 10.1% 5.2% (35.8)% 1,182.5 1,247.2 5.5% 15.6 1.8 1,198.1 1,249.0 4.2% (231.2) (28.5) (65.7) n.c n.c 966.9 1,154.8 19.4% 3 1 MARGINS – Continuing Operations (before significant items ) Gross Profit Cost of Doing Business EBIT GROUP PROFIT 1 Continuing Operations (before significant items ) Earnings before interest, tax, depreciation, amortisation and rent (EBITDAR) Rent Earnings before interest, tax, depreciation and amortisation (EBITDA) Depreciation and amortisation Earnings before interest and tax (EBIT) i Net financial expenses Income tax expense Net profit after income tax Non-controlling interests Profit from continuing operations after income tax and noncontrolling interests 1 Discontinued Operations (before significant items ) ii Profit after income tax from discontinued operations Group net profit after income tax and non-controlling interests 1 before significant items n.c 3 1 Significant Items (after income tax) One-off loss on SCA Property Group transaction Consumer Electronics Provision / Net loss on disposal of Consumer Electronics businesses Group net profit after income tax, non-controlling interests and 1 significant items 32 Profit and Loss for the 27 weeks ended 30 December 2012 (continued) HY12 (27 weeks) ($m) Weighted average ordinary shares on issue (million) Ordinary earnings per share (cents) – total Group Diluted earnings per share (cents) – total Group iii Interim dividend per share (cents) HY13 (27 weeks) ($m) Change 1,217.8 79.40 79.05 59 1,233.3 93.63 93.30 62 1.3% 17.9% 18.0% 5.1% (197.3) 43.5 (153.8) 3.2 0.1 (150.5) (197.0) 41.5 (155.5) 2.9 1.2 (151.4) (0.2)% (4.6)% 1.1% (9.4)% 1,100.0% 0.6% i Breakdown of net financing costs – Continuing Operations Interest expense Less interest capitalised Net interest expense Dividend income Foreign exchange gain/ (loss) Net financing costs – Continuing Operations ii Discontinued operations represents the Consumer Electronics businesses in Australia, New Zealand and India iii Interim dividend payable on 26 April 2013 will be fully franked at 30% 33 Group Balance Sheet as at 30 December 2012 FY12 24 June 2012 ($m) i HY12 1 Jan 2012 ($m) i HY13 30 Dec 2012 ($m) Change HY13/HY12 Continuing Operations Inventory Trade Payables Net Investment in Inventory Receivables Other Creditors Working Capital Fixed Assets and Investments Intangibles Total Funds Employed Net Tax Balances Net Assets Employed Net Repayable Debt Other Financial Liabilities ii Net Assets – Continuing Operations 3,698.3 (4,013.4) (315.1) 894.4 (2,954.7) (2,375.4) 9,846.5 5,282.0 12,753.1 423.2 13,176.3 (4,316.1) (433.9) 8,426.3 4,111.5 (4,739.8) (628.3) 911.4 (2,667.9) (2,384.8) 9,423.7 5,206.5 12,245.4 344.1 12,589.5 (4,130.2) (365.9) 8,093.4 4,498.9 (5,363.0) (864.1) 1,032.0 (3,090.3) (2,922.4) 9,020.2 5,637.6 11,735.4 406.1 12,141.5 (2,874.7) (663.5) 8,603.3 9.4% 13.1% 37.5% 13.2% 15.8% 22.5% (4.3)% 8.3% (4.2)% 18.0% (3.6)% (30.4)% 81.3% 6.3% Assets Classified as Held for Sale Liabilities Associated with Assets Classified as Held for Sale Net Assets – Discontinued Operations 220.9 (200.9) 442.3 - n.c 20.0 (308.5) 133.8 - n.c n.c Total Net Assets 8,446.3 8,227.2 8,603.3 4.6% Non-controlling Interests Shareholders’ Equity Total Equity 258.1 8,188.2 8,446.3 262.3 7,964.9 8,227.2 269.8 8,333.5 8,603.3 2.9% 4.6% 4.6% 36.8 48.9 15.4% 38.8 53.2 15.5% Discontinued Operations Key Ratios – Continuing Operations Closing Inventory Days (based on COGS) Closing Creditor Days (based on sales) Return on Average Funds Employed (ROFE) iii i In line with statutory reporting requirements for balance sheet items, the continuing operations balance sheet for HY12 includes Consumer Electronics India on the basis that this entity was not classified as a discontinued operation until HY13. Discontinued operations balances at HY12 reflect Consumer Electronics Australia and New Zealand. ii Other financial Liabilities include the Lowe’s put option and the ALH gaming entitlement liability, resulting from the recent changes to the Victorian Gaming Regulations. iii For comparability, ROFE for both HY13 and HY12 excludes Consumer Electronics Australia, New Zealand and India. 34 Group Cash Flow for the 27 weeks ended 30 December 2012 HY12 (27 weeks) ($m) HY13 (27 weeks) ($m) EBITDA – Total Group Consumer Electronics provision / Net loss on disposal of Consumer Electronics businesses Net (increase) in inventory Net increase in creditors Net change in other working capital and non-cash 2,014.2 2,328.5 300.0 (776.8) 781.6 (3.5) 63.7 (890.6) 1,387.5 10.9 Cash from Operating Activities before Interest and Tax 2,315.5 2,900.0 Net interest paid (including costs of Woolworths Notes) Tax paid (187.7) (455.7) (190.4) (507.8) Total cash provided by Operating Activities 1,672.1 2,201.8 Payments for the purchase of businesses Payments for property, plant and equipment – property development Payments for property, plant and equipment – other Payments for the purchase of intangible assets Proceeds from the sale of businesses and property, plant and equipment Proceeds from the sale of property to the SCA Property Group Advances/(repayments) related to property development, payments for the purchase of investments and dividends received (128.8) (201.6) (650.6) (609.1) (3.4) (387.1) (522.3) (41.0) 72.9 62.3 - 764.0 5.8 (17.9) (1,313.2) (343.6) Lowe’s cash contributions (Home Improvement) 121.0 116.0 Free Cash Flow 479.9 1,974.2 Proceeds from share issues / other 117.2 175.1 (688.7) (722.8) (91.6) 1,426.5 Total cash used in Investing Activities Dividends paid Free Cash Flow after Equity Related Financing Activities Change 15.6% 25.2% 31.7% 35 Appendix One Five Year Store and Trading Area Analysis Half Year Ended 30 December 2012 STORES (number) NSW & ACT QLD VIC SA & NT WA TAS i Supermarkets in Australia ii New Zealand Supermarkets Total Supermarkets Thomas Dux Freestanding Liquor (incl. Dan Murphy’s) iii ALH Retail Liquor Outlets Caltex/WOW Petrol Woolworths Petrol – Australia Woolworths Petrol/Convenience – New Zealand Total Supermarket Division 2013 HALF YEAR 267 206 218 79 87 30 887 165 1,052 11 338 524 131 475 2,531 2012 FULL YEAR 262 203 214 78 85 30 872 161 1,033 11 329 507 132 467 2,479 2011 FULL YEAR 255 194 203 76 83 29 840 156 996 11 305 488 132 449 2,381 2010 FULL YEAR 248 189 200 74 83 29 823 152 975 11 281 480 132 429 22 2,330 2009 FULL YEAR 241 186 192 72 82 29 802 149 951 3 256 463 133 409 22 2,237 BIG W Dick Smith Tandy Total General Merchandise Division Hotels (includes clubs) Danks (Home Improvement Retail) Masters Total Continuing Operations Discontinued Operations Total Group 176 176 324 20 25 3,076 3,076 172 172 294 21 15 2,981 348 3,329 165 390 4 559 282 19 3,241 3,241 161 394 22 577 284 8 3,199 3,199 156 349 87 592 280 3,109 3,109 Wholesale customer stores Dick Smith Progressive Croma (India CEG) Danks (Home Improvement Wholesale) Statewide Independent Wholesale Total Wholesale customer stores 57 500 220 777 54 77 518 220 869 3 51 64 543 220 881 18 54 50 581 220 923 35 53 33 218 339 Trading Area (sqm) Supermarkets Division – Australia iv Supermarkets Division – New Zealand v General Merchandise Division 2,374,752 364,648 1,005,679 2,318,756 351,744 1,107,732 2,202,620 333,274 1,086,082 2,127,195 325,256 1,061,934 2,037,680 303,889 1,038,561 Store Movements July 12 - December 12 New Stores – incremental Closures – permanent Net New Stores i Australian Supermarkets 17 (2) 15 ii New Zealand Supermarkets 4 4 iii The Dan Murphy’s store number has been revised from the HY13 Sales Results Announcement to reflect one additional store Excludes Gull and franchise stores v Includes BIG W, Dick Smith and Tandy, excludes Woolworths India in the periods these businesses were owned by Woolworths iv 36 Appendix Two ASIC Regulatory Guide 230 Disclosing non-IFRS financial information In December 2011 ASIC issued Regulatory Guide 230. To comply with this Guide, Woolworths is required to make a clear statement about the non-IFRS information included in the Profit Report and Dividend Announcement (‘Profit Announcement’) for the 27 weeks ended 30 December 2012. In addition to statutory report amounts, the following non-IFRS measures are used by management and the directors as the primary measures of assessing financial performance of the Group and individual segments: Non-IFRS measures used in describing the Business Performance include: Total Group EBITDA, EBIT, NPAT and EPS before significant items EBIT Earnings before interest, tax, depreciation, amortisation and rent (EBITDAR) Total Trading Result – Continuing Operations or trading EBIT, which represents business segment EBIT before central overheads and the investment in Home Improvement Fixed Charges Cover Ratio Cost of doing business Comparable sales Non-IFRS measures used in describing Balance Sheet and Cash Flow Statement include: Funds employed separated between continuing operations and discontinued operations Funds employed excluding significant items Cash flow from operating activities before interest and tax Free cash flow Free cash flow after equity related financing activities Cash realisation ratio The directors consider that these performance measures are appropriate for their purposes and present meaningful information on the underlying drivers of the continuing business after announcing the exit from the Consumer Electronics market segment and SCA Property Group transaction. Many of the measures used are common practice in the industry within which Woolworths operates. The Profit Announcement has not been audited in accordance with Australian Auditing Standards. 37 Appendix Two (continued) The following table provides a reconciliation of EBIT and NPAT to the statutory Income Statement. HY12 (27 weeks) ($m) EBIT Group EBIT – Continuing Operations before significant items1 Items not included in statutory EBIT: One-off loss on SCA Property Group transaction (before tax) Statutory EBIT – Continuing Operations NPAT Profit after income tax and non-controlling interests before significant items1 – Continuing Operations Items not included in statutory NPAT: One-off loss on SCA Property Group transaction (after tax) Statutory profit attributable to equity holders of the parent entity – Continuing Operations Profit after income tax and non-controlling interests before significant items1 – Discontinued Operations Items not included in statutory NPAT: Consumer Electronics Provision / Net loss on disposal of Consumer Electronics businesses Statutory profit attributable to equity holders of the parent entity – Discontinued Operations Statutory profit attributable to equity holders of the parent entity HY13 (27 weeks) ($m) 1,823.2 1,934.7 1,823.2 (32.8) 1,901.9 1,182.5 1,247.2 - (28.5) 1,182.5 1,218.7 15.6 1.8 (231.2) (65.7) (215.6) (63.9) 966.9 1,154.8 38 Endnotes n.c – not comparable 1 Significant items include the following: Continuing operations In HY13, a one-off loss of $32.8 million before tax ($28.5m after tax) was incurred on the sale of assets to the SCA Property Group. This is in line with the loss anticipated at the time the transaction was announced. The loss primarily represents provisions for rental guarantees provided by Woolworths in relation to specialty leasing risk. Woolworths will provide a rental guarantee for a period of two years over specialty tenancies vacant as at the Implementation Date until they are first let for properties in the Completed Portfolio, and for a period of two years from completion of development over all specialty tenancies for the properties in the Development Portfolio until they are first let. Refer to the Woolworths Limited Explanatory Memorandum dated 5 October 2012 for further detail. The sale of New Zealand properties impacts the New Zealand Supermarkets result whereas the sale of Australian properties is reflected in Central Overheads Discontinued operations The sale of the Dick Smith Electronics business to Anchorage Capital Partners was completed on 26 November 2012 and the sale of the Consumer Electronics business in India to Infiniti Retail Limited was completed on 15 October 2012. In relation to the sale of these businesses in HY13, a final write-off adjustment of $63.7 million before tax ($65.7 million after tax) was recorded. The write off largely represents the seasonal inventory build in the Australian and New Zealand businesses in the lead up to Christmas net of the profit on disposal of the Indian Consumer Electronics business. Given the structure of the transactions, there are no material tax benefits arising from the disposal of the Consumer Electronics businesses. In HY12, a $300 million provision before tax ($231.2 million after tax) was raised in relation to the restructure and divestment of the Dick Smith Electronics business. As these businesses have been sold, no further losses are anticipated. 2 Represents the October 2012 and April 2013 dividends and the December 2012 in-specie distribution (dividend and capital components). 3 HY12 and HY13 Consumer Electronics results are not for comparable periods given the divestment of the Consumer Electronics businesses during HY13. 4 Growth for New Zealand Supermarkets is quoted in New Zealand Dollars. 5 Operating cash flow as a percentage of total group net profit after tax before depreciation and amortisation. 6 Group EBITDAR divided by rent and interest costs. Rent and interest costs include capitalised interest but exclude foreign exchange gains / losses and dividend income. 7 The standard shelf price movement index is calculated by comparing the number of products sold in the current year using the current year prices to the number of products sold in the current year using the prior year prices. The price used for this comparison is the standard shelf price. Products on promotion are excluded from the calculation (i.e. the volume of these items sold is removed from both years’ sales). The calculation removes the impact of any changes in volumes and the distortion of promotional activity. 8 The Dan Murphy’s store number has been revised from the HY13 Sales Results Announcement to reflect one additional store. 39 9 Excludes intercompany charges. 10 Given the structure of the transactions, there are no material tax benefits arising from the disposal of the Consumer Electronics businesses. 11 In line with statutory reporting requirements for balance sheet items, the continuing operations balance sheet for HY12 includes Consumer Electronics India on the basis that this entity was not classified as a discontinued operation until HY13. Discontinued operations balances at HY12 reflect Consumer Electronics Australia and New Zealand. 12 For comparability, ROFE for both HY13 and HY12 excludes Consumer Electronics Australia, New Zealand and India. 13 The credit ratings referred to in this document have been issued by a credit rating agency which holds an Australian Financial Services Licence with an authorisation to issue credit ratings to wholesale clients only. The credit ratings in this document are published for the benefit of Woolworths Debt Providers. 40 2 Woolworths Limited ABN 88 000 014 675 Half Year Financial Report for the Half Year Ended 30 December 2012 This Half Year Financial Report is provided to the Australian Securities Exchange (ASX) under ASX Listing Rule 4.2A.3 and should be read in conjunction with the 2012 Annual Financial Report and any announcements made to the market during the period. Woolworths Limited Half Year Financial Report for the Half Year Ended 30 December 2012 Page Number Appendix 4D Additional Information 1 Directors‟ Report 8 Auditor‟s Independence Declaration 10 Independent Auditor‟s Review Report 11 Directors‟ Declaration 13 Half Year Financial Report Condensed Consolidated Income Statement 14 Condensed Consolidated Statement of Comprehensive Income 16 Condensed Consolidated Balance Sheet 18 Condensed Consolidated Statement of Changes in Equity 19 Condensed Consolidated Statement of Cash Flows 20 Notes to the Condensed Consolidated Financial Statements 22 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 This Half Year Financial Report is provided to the Australian Securities Exchange (ASX) under ASX Listing Rule 4.2A.3. Current Reporting Period: Half Year ended 30 December 2012 (27 weeks) Previous Corresponding Period: Half Year ended 1 January 2012 (27 weeks) 1 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 Results For Announcement To The Market For the Half Year Ended 30 December 2012 Revenue and Net Profit/(Loss) Percentage Change % Revenue from continuing operations Amount $m up 4.8 to 30,233.4 down 39.8 to 641.9 Total Group revenue from ordinary activities up 3.2 to 30,875.3 Profit from continuing operations after tax attributable to members1 up 3.1 to 1,218.7 down 70.4 to (63.9) Profit from ordinary activities after tax attributable to members3 up 19.4 to 1,154.8 Net profit attributable to members3 up 19.4 to 1,154.8 Revenue from discontinued operations Loss from discontinued operations after tax attributable to members2 1 A one-off loss of $28.5 million after tax was incurred in continuing operations as a result of the transaction to create the Shopping Centres Australasia Property Group (SCA Property Group) – refer note 3 for further detail. Excluding the impact of this amount, profit from continuing operations after tax attributable to members was $1,247.2 million, up 5.5%. 2 Includes the net loss on sale of the Consumer Electronics businesses in Australia, New Zealand and India of $65.7 million after tax. Excluding the impact of this amount, net profit after tax from discontinued operations attributable to members was $1.8 million. 3 Excluding the impact of the one-off loss as a result of the transaction to create the SCA Property Group ($28.5 million after tax), the net loss on sale of the Consumer Electronics businesses ($65.7 million after tax), as well as the impact of the Consumer Electronics restructure provision and impairment loss raised in the prior year ($231.2 million after tax), net profit after tax attributable to members was $1,249.0 million, up 4.2%. Dividends (Distributions) Amount per security Final dividend Interim dividend Record date for determining entitlement to the dividend Franked amount per security N/A N/A 62 cents 62 cents Interim Dividend: 22 March 2013 Brief Explanation of Revenue, Net Profit/(Loss) and Dividends (Distributions) Refer to Press Release – First Half Profit Report and Dividend Announcement for the 27 weeks ended 30 December 2012. 2 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 I. Details Relating to Dividends (Distributions) Date dividend payable Interim dividend Amount per security cents 2013 26 April 2013 62 2012 27 April 2012 59 Interim dividend (distribution) per security Current Period cents Ordinary securities 62 Previous Corresponding Period cents 59 Interim dividend (distribution) on all securities Current Period $m 770.51 Ordinary securities Previous Corresponding Period $m 723.9 1 Represents the anticipated dividend value based on the shares on issue as at the date of this report. This value will change if there are any shares issued between the date of this report and the ex-dividend date. Other disclosures in relation to dividends (distributions) The interim dividends in respect of ordinary securities for the Half Years ended 30 December 2012 and 1 January 2012 have not been recognised in this report because they were not declared, determined or publicly recommended as at 30 December 2012 or 1 January 2012, respectively. 3 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 I. Details Relating to Dividends (Distributions) (continued) Dividend Reinvestment Plans The Dividend Reinvestment Plan shown below is in operation. Dividend Reinvestment Plan (DRP) Under the terms and conditions of the DRP, eligible shareholders may elect to participate in the DRP in respect of all or part of their shareholding, subject to any maximum and/or minimum number of shares to participate in the DRP that the Directors may specify. There is currently no minimum number of shares which a shareholder may designate as participating in the DRP. The maximum number of shares which a shareholder (other than broker‟s nominees and certain trustees) may designate as participating in the DRP is 20,000. The last date for receipt of election notices for the DRP II. 22 March 2013 Net Tangible Assets Per Security Current Period cents per share Net tangible assets per security Previous Corresponding Period cents per share 217.0 224.8 Brand names, liquor and gaming licences and property development rights per security 190.6 166.4 Net tangible assets per security adjusted for brand names, liquor and gaming licences and property development rights 407.6 391.2 Add: 4 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 III. Details of Entities Over Which Control Has Been Gained or Lost Control gained over entities Name of entity (or group of entities) NOT APPLICABLE Date control gained NOT APPLICABLE Current Period $m Contribution of the controlled entity (or group of entities) to profit/ (loss) after tax from ordinary activities during the period, from the date of gaining control - For details of businesses acquired during the Half Year, refer to note 4. Control lost over entities Name of entity (or group of entities) Woolworths Wholesale (India) Private Limited Date control lost 15 October 2012 Name of entity (or group of entities) DSE Holdings Pty Limited Dick Smith Electronics Franchising Pty Ltd Dick Smith Management Pty Ltd Dick Smith Electronics Pty Limited Dick Smith Electronics Staff Superannuation Fund Pty Limited Dick Smith (Wholesale) Pty Ltd InterTAN Australia Pty Ltd DSE (NZ) Limited Date control lost 26 November 2012 For details of the contribution of the controlled entity (or group of entities) to profit/(loss) after tax from ordinary activities during the current period up until the date control was lost and the previous corresponding period, refer to note 10. 5 Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 III. Details of Entities Over Which Control Has Been Gained or Lost (continued) Name of entity (or group of entities) Shopping Centres Australasia Property Group RE Limited Shopping Centres Australasia Property Holdings Pty Ltd Shopping Centres Australasia Property Operations Pty Ltd Shopping Centres Australasia Property Group Trustee NZ Limited Date control lost 11 December 2012 Current Period $m Contribution of the controlled entity (or group of entities) to profit/ (loss) after tax from ordinary activities during the period, up until the date control was lost - For further details on the transaction involving these entities, refer to note 3. IV. Details of Associates and Joint Venture Entities Name of Entity Ownership Interest Previous Current Corresponding Period Period % % Contribution to net profit Previous Current Corresponding Period Period $m $m Associates Gage Roads Brewing Co Limited 25% GDL Rx No1 Limited 49% 25% - …… 6 0.1 - - - Woolworths Limited Appendix 4D Additional Information For the Half Year Ended 30 December 2012 V. Information on Audit or Review This half year report is based on accounts to which one of the following applies. The accounts have been audited. The accounts have been subject to review. The accounts are in the process of being audited or subject to review. The accounts have not yet been audited or reviewed. Description of likely dispute or qualification if the accounts have not yet been audited or subject to review or are in the process of being audited or subjected to review. NOT APPLICABLE Description of dispute or qualification if the accounts have been audited or subjected to review. NOT APPLICABLE 7 Woolworths Limited Directors’ Report The directors of Woolworths Limited submit herewith the half year financial report of Woolworths Limited and its subsidiaries (the Group) for the half year ended 30 December 2012. DIRECTORS Set out below are the names of the Woolworths Limited Directors holding office at any time during the half year ended 30 December 2012 and up to the date of this Report: Non-Executive Directors R G Waters Chairman (appointed Chairman 22 November 2012) J A Strong Chairman (retired as Chairman and Director 22 November 2012) J F Astbury J R Broadbent C Cross R S Deane C J Hrdlicka I J Macfarlane A D D Mackay M J Ullmer Executive Directors G O‟Brien T W Pockett Managing Director and Chief Executive Officer Finance Director REVIEW AND RESULTS OF OPERATIONS Refer to Press Release – First Half Profit Report and Dividend Announcement for the 27 weeks ended 30 December 2012. 8 Woolworths Limited Directors’ Report (continued) ROUNDING OF AMOUNTS The Company is of the kind referred to in Australian Securities and Investments Commission Class Order 98/100, dated 10 July 1998, relating to the “rounding off” of amounts in the Directors‟ report and Financial Report. In accordance with that Class Order, amounts in the Directors‟ report and half year financial report have been rounded off to the nearest tenth of a million dollars, unless otherwise indicated. AUDITOR’S INDEPENDENCE DECLARATION The auditor‟s independence declaration as required under s.307C of the Corporations Act 2001 is set out on page 10. This Report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001 on 28 February 2013. GRANT O’BRIEN Managing Director and Chief Executive Officer RALPH WATERS Chairman 9 Woolworths Limited Auditor’s Independence Declaration 10 Woolworths Limited Independent Auditor’s Review Report 11 Woolworths Limited Independent Auditor’s Review Report (continued) 12 Woolworths Limited Directors’ Declaration The Directors declare that: (a) in the Directors‟ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and (b) in the Directors‟ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity. Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001. On behalf of the Directors GRANT O’BRIEN Managing Director and Chief Executive Officer RALPH WATERS Chairman 28 February 2013 13 Woolworths Limited CONDENSED CONSOLIDATED INCOME STATEMENT For the half year ended Note Consolidated 30-Dec-12 1-Jan-12 $m $m 30,037.0 28,658.7 84.0 73.6 30,121.0 28,732.3 (22,025.6) (21,185.2) 8,095.4 7,547.1 112.4 114.3 (4,863.9) (4,496.8) (1,442.0) (1,341.4) 1,901.9 1,823.2 (164.1) (171.3) 12.7 20.8 (151.4) (150.5) 1,750.5 1,672.7 (526.6) (482.1) 1,223.9 1,190.6 (63.9) (215.6) 1,160.0 975.0 1,154.8 966.9 5.2 8.1 1,160.0 975.0 1,218.7 1,182.5 (63.9) (215.6) 1,154.8 966.9 Continuing Operations Revenue from the sale of goods Other operating revenue Total revenue Cost of sales Gross profit from continuing operations Other revenue Branch expenses Administration expenses Earnings from continuing operations before interest and tax 1 Financial expense Financial income Net financing costs Net profit from continuing operations before income tax expense Income tax expense relating to continuing operations Profit from continuing operations after income tax expense 1 Discontinued Operations Loss from discontinued operations 10 Profit for the period Net profit attributable to: Equity holders of the parent entity Non-controlling interests Profit for the period Profit attributable to equity holders of the parent entity relates to: Profit from continuing operations 1 Loss from discontinued operations Profit attributable to equity holders of the parent entity 1 A one-off loss of $32.8 million before tax ($28.5 million after tax) was incurred in continuing operations as a result of the transaction to create the Shopping Centres Australasia Property Group (SCA Property Group) – refer note 3 for further detail. Excluding the impact of this amount for the half year ended 30 December 2012: - Earnings from continuing operations before interest and tax was $1,934.7 million; - Profit from continuing operations after income tax expense was $1,252.4 million; and - Profit attributable to equity holders of the parent entity relating to continuing operations was $1,247.2 million. 14 Woolworths Limited CONDENSED CONSOLIDATED INCOME STATEMENT (continued) For the half year ended Consolidated 30-Dec-12 1-Jan-12 Basic EPS (cents per share) 93.6 79.4 Diluted EPS (cents per share) 93.3 79.1 1,233.3 1,217.8 Basic EPS (cents per share) 98.8 97.1 Diluted EPS (cents per share) 98.5 96.7 1,233.3 1,217.8 Earnings Per Share (EPS) from continuing and discontinued operations Weighted average number of shares used in the calculation of Basic EPS (million) Earnings Per Share (EPS) from continuing operations Weighted average number of shares used in the calculation of Basic EPS (million) The condensed consolidated income statement should be read in conjunction with the accompanying notes to the condensed consolidated financial statements. 15 Woolworths Limited CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the half year ended Consolidated 30-Dec-12 1-Jan-12 $m $m 1,223.9 1,190.6 (63.9) (215.6) 1,160.0 975.0 Movement in translation of foreign operations taken to equity 17.7 (37.0) Movement in the fair value of investments in equity securities 13.5 (9.0) (118.8) 119.3 103.6 (132.6) 2.3 9.7 18.3 (49.6) Movement in translation of foreign operations taken to equity 0.3 (1.4) Movement in the fair value of cash flow hedges 0.4 (0.1) Tax effect of items recognised directly to equity (0.1) - 0.6 (1.5) 1,242.2 1,141.0 (63.3) (217.1) 1,178.9 923.9 1,237.0 1,132.9 5.2 8.1 1,242.2 1,141.0 (63.3) (217.1) (63.3) (217.1) Net profit from continuing operations Net loss from discontinued operations Profit for the period Other comprehensive income/(loss) from continuing operations Movement in the fair value of cash flow hedges Transfer cash flow hedges to the income statement Tax effect of items recognised directly to equity Other comprehensive income/(loss) for the period (net of tax) from continuing operations Other comprehensive income/(loss) from discontinued operations Other comprehensive income/(loss) for the period (net of tax) from discontinued operations Total comprehensive income from continuing operations Total comprehensive loss from discontinued operations Total comprehensive income for the period Total comprehensive income from continuing operations attributable to: Equity holders of the parent Non-controlling interests Total comprehensive loss from discontinued operations attributable to: Equity holders of the parent 16 Woolworths Limited CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued) Income tax on other comprehensive income Before tax Tax (expense)/ Net of benefit tax $m $m $m 17.7 (2.2) 15.5 13.5 - 13.5 (118.8) 35.6 (83.2) 103.6 (31.1) 72.5 16.0 2.3 18.3 Before tax Tax (expense)/ Net of benefit tax $m $m $m (37.0) 5.5 (31.5) (9.0) - (9.0) 119.3 (35.7) 83.6 (132.6) 39.9 (92.7) (59.3) 9.7 (49.6) Before tax Tax (expense)/ Net of benefit tax $m $m $m equity 0.3 - 0.3 Movement in the fair value of cash flow hedges 0.4 (0.1) 0.3 0.7 (0.1) 0.6 Before tax Tax (expense)/ Net of benefit tax $m $m $m equity (1.4) - (1.4) Movement in the fair value of cash flow hedges (0.1) - (0.1) (1.5) - (1.5) From continuing operations For the half year ended 30 Dec 2012 Movement in translation of foreign operations taken to equity Movement in the fair value of investments in equity securities Movement in the fair value of cash flow hedges Transfer cash flow hedges to the income statement For the half year ended 1 Jan 2012 Movement in translation of foreign operations taken to equity Movement in the fair value of investments in equity securities Movement in the fair value of cash flow hedges Transfer cash flow hedges to the income statement From discontinued operations For the half year ended 30 Dec 2012 Movement in translation of foreign operations taken to For the half year ended 1 Jan 2012 Movement in translation of foreign operations taken to The condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes to the condensed consolidated financial statements. 17 Woolworths Limited CONDENSED CONSOLIDATED BALANCE SHEET Note Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Assets classified as held for sale Total current assets Non-current assets Trade and other receivables Other financial assets Property, plant and equipment Intangible assets Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Current tax liabilities Other financial liabilities Provisions 10 Liabilities directly associated with assets classified as held for sale Total current liabilities Non-current liabilities Borrowings Other financial liabilities Provisions Other Total non-current liabilities Total liabilities Net assets Equity Contributed equity Shares held in trust Reserves Retained profits Amounts recognised directly in equity relating to assets classified as held for sale Equity attributable to the members of Woolworths Limited Non-controlling interests Total equity 10 10 30-Dec-12 $m Consolidated 24-Jun-12 $m 2,274.9 1,014.8 4,498.9 39.8 7,828.4 182.2 8,010.6 833.4 869.9 3,698.3 23.8 5,425.4 376.7 5,802.1 17.2 208.1 8,722.1 5,637.6 649.8 15,234.8 23,245.4 24.5 238.8 9,589.0 5,282.0 644.7 15,779.0 21,581.1 24.5 106.8 9,281.7 5,206.5 584.8 15,204.3 21,743.2 6,680.6 37.5 243.7 165.6 965.9 8,093.3 5,242.2 54.4 221.5 107.4 939.8 6,565.3 5,853.4 521.4 240.7 69.6 867.9 7,553.0 8,093.3 200.9 6,766.2 308.5 7,861.5 4,592.7 1,149.3 542.4 264.4 6,548.8 14,642.1 8,603.3 4,695.3 887.2 527.3 258.8 6,368.6 13,134.8 8,446.3 4,159.1 809.0 485.9 200.5 5,654.5 13,516.0 8,227.2 4,283.3 (59.1) (206.3) 4,315.6 8,333.5 4,336.6 (60.7) (243.9) 4,163.4 8,195.4 4,212.6 (39.6) (272.2) 4,072.4 7,973.2 - (7.2) (8.3) 8,333.5 269.8 8,603.3 8,188.2 258.1 8,446.3 7,964.9 262.3 8,227.2 1-Jan-12 $m 922.7 886.9 4,111.5 140.3 6,061.4 477.5 6,538.9 The condensed consolidated balance sheet should be read in conjunction with the accompanying notes to the condensed consolidated financial statements. 18 Woolworths Limited CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half year ended 30 December 2012 Balance at 25 June 2012 Issued Capital Shares Held In Trust Hedging Reserve $m $m $m Foreign Remuneration Asset Equity Instrument Retained Equity Currency Reserve Revaluation Reserve Earnings Attributable Translation Reserve to Members Reserve of Woolworths Limited $m $m $m $m $m $m Non Controlling Interests Total Equity $m $m 4,336.6 (60.7) (52.8) (349.0) 246.2 16.4 (111.9) 4,163.4 8,188.2 258.1 8,446.3 Profit after income tax expense Other comprehensive income for the period (net of tax) - - (10.4) 15.8 - - 13.5 1,154.8 - 1,154.8 18.9 5.2 - 1,160.0 18.9 Total comprehensive income for the period (net of tax) - - (10.4) 15.8 - - 13.5 1,154.8 1,173.7 5.2 1,178.9 181.5 104.2 (338.6) (0.4) 4,283.3 1.1 0.5 (59.1) (0.2) (63.4) 8.7 (324.5) 17.9 (0.5) 263.6 16.4 (98.4) (826.9) (176.1) 0.4 4,315.6 (826.9) 181.5 104.2 1.1 17.9 8.5 (514.7) 8,333.5 (7.0) 116.0 (102.5) 269.8 (833.9) 181.5 104.2 1.1 116.0 17.9 8.5 (102.5) (514.7) 8,603.3 Issued Capital Shares Held In Trust Hedging Reserve Non Controlling Interests Total Equity $m $m $m Foreign Remuneration Asset Equity Instrument Retained Equity Currency Reserve Revaluation Reserve Earnings Attributable Translation Reserve to Members Reserve of Woolworths Limited $m $m $m $m $m $m $m $m 3,988.6 (56.1) 3.2 (381.2) 220.4 16.4 (95.6) 3,897.5 7,593.2 252.6 7,845.8 Profit after income tax expense Other comprehensive income for the period (net of tax) - - (9.2) (32.9) - - (9.0) 966.9 - 966.9 (51.1) 8.1 - 975.0 (51.1) Total comprehensive income for the period (net of tax) - - (9.2) (32.9) - - (9.0) 966.9 915.8 8.1 923.9 120.9 104.1 (1.0) 4,212.6 2.7 13.8 (39.6) (6.0) (414.1) 21.2 (13.8) 227.8 16.4 (104.6) (792.9) 0.9 4,072.4 (792.9) 120.9 104.1 2.7 21.2 (0.1) 7,964.9 (5.4) 28.0 (21.0) 262.3 (798.3) 120.9 104.1 2.7 28.0 21.2 (21.0) (0.1) 8,227.2 Dividends paid Issue of shares as a result of options exercised under executive share option plans Issue of shares as a result of the dividend reinvestment plan Issue of shares under the employee share plan Issue of shares to non-controlling interests Compensation on share based payments Sale of businesses Reclassification of non-controlling interests for recognition of financial liability In-specie distribution to Woolworths Limited shareholders Shares issued /(acquired) by the Woolworths Employee Share Trust Other Balance at 30 December 2012 For the half year ended 1 January 2012 Balance at 27 June 2011 Dividends paid Issue of shares as a result of options exercised under executive share option plans Issue of shares as a result of the dividend reinvestment plan Issue of shares under the employee share plan Issue of shares to non-controlling interests Compensation on share based payments Reclassification of non-controlling interests for recognition of financial liability Shares issued /(acquired) by the Woolworths Employee Share Trust Other Balance at 1 January 2012 The condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes to the condensed consolidated financial statements. 19 Woolworths Limited CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the half year ended 30-Dec-12 1-Jan-12 $m $m 33,008.1 32,088.0 28.9 23.6 (30,137.0) (29,796.1) (198.9) (205.5) 8.5 17.8 Income tax paid (507.8) (455.7) Net cash provided by operating activities 2,201.8 1,672.1 62.3 72.9 Proceeds from the sale of property to the SCA Property Group 764.0 - (Repayments)/advances of property related receivables (20.8) 3.2 (387.1) (650.6) (522.3) (609.1) - (0.6) (41.0) (3.4) 2.9 3.2 (201.6) (128.8) (343.6) (1,313.2) 182.1 122.6 116.0 121.0 Proceeds from external borrowings 4,945.3 6,327.3 Repayment of external borrowings (4,943.8) (6,817.2) (722.8) (688.7) (7.0) (5.4) Net cash used in financing activities (430.2) (940.4) Net Increase/(Decrease) In Cash Held 1,428.0 (581.5) 1.7 (0.4) 845.2 1,519.6 2,274.9 937.7 Note Cash Flows From Operating Activities Receipts from customers Receipts from vendors and tenants Payments to suppliers and employees Interest and costs of finance paid Interest received Cash Flows From Investing Activities Proceeds from the sale of property, plant and equipment and subsidiaries Payments for property, plant and equipment – property development Payments for property, plant and equipment (excluding property development) Payments for the purchase of investments Payments for the purchase of intangible assets Dividends received Payments for the purchase of businesses 4 Net cash used in investing activities Cash Flows From Financing Activities Proceeds from the issue of equity securities Proceeds from the issue of equity securities in subsidiary to noncontrolling interest Dividends paid Dividends paid to non-controlling interests Effect of exchange rate changes on foreign currency held Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial period 20 Woolworths Limited CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued) For the half year ended 30-Dec-12 1-Jan-12 $m $m 2,274.9 922.7 Bank overdraft - continuing operations - (1.3) Cash at bank and on hand - discontinued operations - 16.3 2,274.9 937.7 Reconciliation of cash and cash equivalents Reconciliation of cash and cash equivalents at the end of the financial period (as shown in the condensed consolidated statement of cash flows) to the related items in the condensed consolidated balance sheet is as follows: Cash at bank and on hand - continuing operations Cash and cash equivalents at the end of the financial period The condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes to the condensed consolidated financial statements. 21 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1 Significant accounting policies Woolworths Limited (the “Company”) is a company domiciled in Australia. The consolidated financial report of the Company for the 27 weeks ended 30 December 2012 comprises the Company and its subsidiaries (together referred to as the “Consolidated Entity” or “Group”). Statement of compliance The half year financial report for the 27 weeks ended 30 December 2012 (“Half Year Financial Report”) is a general purpose financial report which has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The condensed consolidated half year financial report does not include all of the information required for a full annual financial report, and should be read in conjunction with the annual financial report of the Consolidated Entity as at and for the 52 weeks ended 24 June 2012 and any public announcements by Woolworths Limited and its subsidiaries during the half year in accordance with continuous disclosure obligations under the Corporations Act 2001. The Half Year Financial Report was approved by the Board of Directors on 28 February 2013. Basis of preparation The half year financial report has been prepared on the basis of historical cost, except for available for sale financial assets, derivative financial instruments, financial assets valued through other comprehensive income and other financial liabilities that are measured at re-valued amounts or fair values. All amounts are presented in Australian Dollars, unless otherwise noted. The Company is of a kind referred to in ASIC Class Order 98/100, dated 10 July 1998, and in accordance with the Class Order, amounts in the financial report have been rounded off to the nearest tenth of a million dollars, unless otherwise stated. The accounting policies and methods of computation adopted in the preparation of the half year financial report are consistent with those adopted in the Company‟s annual financial report for the 52 weeks ended 24 June 2012. These accounting policies are consistent with Accounting Standards and with International Financial Reporting Standards. Certain comparative amounts have been reclassified to conform with the current year‟s presentation to better reflect the economic nature of the assets and liabilities of the group. The following amendments to Australian Accounting Standards have been adopted during the period but do not have a material impact on the group: AASB 1054 „Australian Additional Disclosures‟ and AASB 2011-1 „Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project‟; and AASB 2010-8 „Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets‟. 22 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2 Segment Information The Group has five reportable segments related to continuing operations. The reportable segments were identified on the basis of internal reports on the components of the Group that are regularly reviewed by the Chief Operating Decision Maker in order to allocate resources to the segment and assess its performance. These business units offer different products and services and are managed separately because they require different technology and marketing strategies. The Group‟s reportable segments are as follows: – – – – – Australian Food and Liquor – procurement of food and liquor and products for resale to customers in Australia New Zealand Supermarkets – procurement of food and liquor and products for resale to customers in New Zealand Petrol – procurement of petroleum products for resale to customers in Australia BIG W – procurement of discount general merchandise products for resale to customers in Australia Hotels – provision of leisure and hospitality services including food and alcohol, accommodation, entertainment and gaming The Unallocated group consists of the Group‟s other operating segments that are not separately reportable (including Home Improvement) as well as various support functions including Property and Head office costs. Discontinued operations represents the Consumer Electronics segment, which is the procurement of electronic products for resale to customers in Australia and New Zealand and a wholesale business in India. 23 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2 Segment Information Australian Food & Liquor (1) 2013 $A m 2012 $A m New Zealand Supermarkets Petrol Hotels (2) BIG W 2013 $A m 2012 $A m 2013 $A m 2012 $A m 2013 $A m 2012 $A m 2,312.7 3.9 2,316.6 2,244.0 3.5 2,247.5 3,393.2 3,393.2 3,434.0 3,434.0 2,447.0 2,447.0 2,361.9 2,361.9 2013 $A m Unallocated 2012 $A m 2013 $A m (3) 2012 $A m Discontinued Operations (4) Total Continuing Operations 2013 $A m 2012 $A m 2013 $A m Consolidated 2012 $A m 2013 $A m 2012 $A m Segment disclosures Business segments Sales to customers Other operating revenue Inter-segment revenue Segment revenue Eliminations Unallocated revenue 20,487.6 76.4 20,564.0 19,570.6 70.1 19,640.7 759.4 759.4 635.8 635.8 (5) Total revenue Segment earnings before interest and tax 637.1 3.7 349.4 990.2 (349.4) 412.4 265.8 678.2 (265.8) 30,037.0 84.0 349.4 30,470.4 (349.4) 28,658.7 73.6 265.8 28,998.1 (265.8) 641.6 0.2 641.8 (0.2) 1,066.4 0.2 1,066.6 (0.2) 30,678.6 84.0 349.6 31,112.2 (349.6) 29,725.1 73.6 266.0 30,064.7 (266.0) 112.4 114.3 112.4 114.3 0.3 0.4 112.7 114.7 20,564.0 19,640.7 2,316.6 2,247.5 3,393.2 3,434.0 2,447.0 2,361.9 759.4 635.8 753.2 526.7 30,233.4 28,846.6 641.9 1,066.8 30,875.3 29,913.4 1,583.9 1,493.5 124.7 118.5 71.0 67.4 129.5 119.6 140.8 116.2 (115.2) (92.0) 1,934.7 1,823.2 2.5 22.2 1,937.2 1,845.4 Loss on SCA Property Group transaction (32.8) - - Loss on sale of subsidiaries - - Loss on remeasurement to fair value less costs to sell - - Earnings before interest and tax 1,901.9 Net financing cost (151.4) 1,823.2 (32.8) (63.7) - (63.7) - - (300.0) - (300.0) (61.2) (277.8) 1,840.7 1,545.4 (0.5) (0.8) 1,750.5 1,672.7 (61.7) (278.6) 1,688.8 Income tax expense Profit after income tax expense (526.6) 1,223.9 (482.1) 1,190.6 (2.2) (63.9) 63.0 (215.6) (528.8) 1,160.0 (419.1) 975.0 12.2 487.8 468.8 19.3 1,285.2 1,384.4 Capital expenditure (6) 272.7 274.9 43.7 43.2 16.7 16.9 46.9 42.0 47.0 33.6 60.8 46.0 487.8 456.6 251.0 349.7 60.0 96.2 19.4 23.1 29.3 48.3 447.7 124.8 475.2 723.0 1,282.6 1,365.1 (1) Australian Food & Liquor is comprised of supermarket and liquor stores and wholesale food and liquor in Australia. (2) Hotels is comprised of on-premise liquor sales, food, accommodation, gaming and venue hire. (3) Unallocated is comprised of corporate head office, the property division and the Home Improvement division. (4) Discontinued operations is comprised of Consumer Electronics Australia and New Zealand and India. (5) Unallocated revenue is comprised of rent and other revenue from operating activities across the group. (6) Capital expenditure is comprised of property, plant and equipment and intangible asset additions. 24 - 2.6 (151.9) - Profit before income tax expense Segment depreciation and amortisation (150.5) - (151.3) 1,394.1 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3 Significant Transactions Victorian Gaming Arrangements In August 2012, new arrangements for gaming machine licences introduced by the Victorian Government came into effect. Under these arrangements, venue operators are allowed to acquire and operate their own gaming machines in approved venues. The gaming machine entitlements ($172.1 million) are reflected as an intangible asset by ALH, with a corresponding liability representing the present value of future payments to the Victorian Government in respect of the licences. These payments will be made quarterly over a period of four years. The intangible asset will be amortised on a straight line basis over the life of the entitlements (10 years). Creation of SCA Property Group and In-specie Distribution to Woolworths Limited Shareholders In October 2012, Woolworths Limited announced a proposal to create the Shopping Centres Australasia Property Group (SCA Property Group), a newly established ASX listed Real Estate Investment Trust (REIT) through an in-specie distribution of stapled units in the SCA Property Group to all Woolworths Limited shareholders. This proposal was voted in favour of at the Woolworths Limited Annual General Meeting on 22 November 2012 and the transaction was implemented on 11 December 2012. Woolworths transferred its ownership of 65 properties to the SCA Property Group in December 2012, reducing the property, plant and equipment held by the Woolworths Group by $1.3 billion. A one-off loss of $28.5 million after tax was incurred as a result of this transaction, relating largely to provisions for rental guarantees provided by Woolworths in relation to specialty leasing risk. Cash consideration of $764.0 million was received from the SCA Property Group in respect of the sale of the properties. An additional four New Zealand properties will be sold to the SCA Property Group in the second half of FY13, at the time their development is complete. Divestment of Consumer Electronics Businesses In October 2012, Woolworths completed the sale of 100% of its shares in Woolworths Wholesale (India) Private Limited to Infiniti Retail Limited and in November 2012 completed the sale of the Dick Smith Electronics Australia and New Zealand businesses to Anchorage Capital Partners. Refer to note 10 for further details. 4 Business Acquisitions In July 2012, ALH Group Pty Ltd (ALH), a 75% owned subsidiary of Woolworths Limited, commenced the staged acquisition of businesses from the Laundy Hotel Group, Waugh Hotel Group, DeAngelis Hotel Group and Bayfield Hotel Group (Laundy acquisition). During the half year, 29 hotels and one bottleshop have been acquired for consideration of $186.4 million. The acquisition of a further two hotels, which form part of this transaction remain subject to Australian Competition and Consumer Commission (ACCC) approval. Over the course of the half year, Woolworths Limited also acquired various other hotel venues and other businesses. Each acquisition was for 100% of the respective enterprise. Total net consideration was $201.6 million (inclusive of the Laundy acquisition). Net assets acquired comprised mainly liquor and gaming licences $148.0 million, property, plant and equipment $20.0 million and other working capital balances of $0.3 million, with goodwill on acquisition of $33.3 million. Goodwill has arisen on acquisition of these businesses primarily because of their capacity to generate recurring revenue streams. On 25 January 2013, Woolworths completed the acquisition of the business and certain assets of Austral Refrigeration in Australia and 100% of the issued shares of Austral Refrigeration (Suzhou) Co. Ltd (a company incorporated in the Peoples Republic of China) from the receivers and managers of certain subsidiaries of Hastie Group Limited (administrators appointed) (receivers and managers appointed). 25 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5 Dividends Paid 30-Dec-12 24-Jun-12 1-Jan-12 $m $m $m 826.9 - 792.9 - 723.9 - 27 weeks ended Final dividend in respect of 2012 year of 67 cents (2011: 65 cents) per fully paid ordinary share 100% franked at 30% tax rate (2011: 100%) Interim dividend in respect of 2012 year of 59 cents (2011: 57 cents) per fully paid ordinary share 100% franked at 30% tax rate (2011: 100%) On 27 February 2013, the board of directors declared a 2013 interim dividend of 62 cents (2012: 59 cents) per share. This will be paid on 26 April 2013 will be approximately $770.5 million (2012: $723.9 million). No provision for the dividend has been made in the half year Financial Report in line with the requirements of AASB 137 Provisions, Contingent Liabilities and Contingent Assets. 6 Contingent Liabilities Contingent liabilities at 30 December 2012 were as follows: Bank guarantees 1 Workers compensation self-insurance guarantees 2 Outstanding letters of credit issued to suppliers Other 30-Dec-12 1-Jan-12 $m $m 46.1 71.7 765.6 615.4 27.4 14.3 6.5 6.5 845.6 707.9 1 This item largely comprises guarantees relating to conditions set out in development applications and for the sale of properties in the normal course of business. 2 State Work Cover authorities require guarantees against worker‟s compensation self-insurance liabilities. The guarantee is based on independent actuarial advice of the outstanding liability. No provision has been made in the half year Financial Report in respect of these contingencies, however there is a provision of $561.8 million (1 January 2012: $501.6 million) for self-insured risks, which includes liabilities relating to workers‟ compensation claims, that has been recognised in the balance sheet at balance date. 26 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7 Goodwill The intangibles balance in the condensed consolidated balance sheet includes the following movements in goodwill for the half years: For the half year ended 30 December 2012 30-Dec-12 1-Jan-12 $m $m 3,221.8 3,227.7 33.3 38.1 Disposals and transfers (0.5) (2.3) Effect of movements in foreign exchange rates 14.3 (27.8) - (70.6) 3,268.9 3,165.1 Carrying amount at start of period Additions arising from the acquisition of businesses Impairment 1 2 Carrying amount at end of period 1 Refer to note 4. 2 Relates to the impairment of goodwill in the Consumer Electronics business. Refer to note 10 for further detail. 27 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8 Issued Capital For the half year ended 30 December 2012 30-Dec-12 1-Jan-12 $m $m 4,336.6 3,988.6 Issue of shares as a result of options exercised under executive long term incentive plans 181.5 120.9 Issue of shares as a result of the Dividend Reinvestment Plan 104.2 104.1 (0.4) (1.0) In-specie distribution to Woolworths Limited shareholders associated with 1 creation of the SCA Property Group (338.6) - Balance at end of period 4,283.3 4,212.6 Issued and paid up share capital 1,242,618,001 fully paid ordinary shares (1 January 2012: 1,226,894,810) Fully paid ordinary shares carry one vote per share and the right to dividends Reconciliation of fully paid share capital Balance at beginning of period Adjustment to reflect the final proceeds for shares issued under the Employee Share Plan Reconciliation of fully paid share capital No. of shares No. of shares m m Balance at beginning of period 1,231.9 1,216.5 Issue of shares as a result of options exercised under executive long term incentive plans 7.1 6.2 Issue of shares as a result of the Dividend Reinvestment Plan 3.6 4.2 1,242.6 1,226.9 $m $m (60.7) (56.1) Issue of shares under the Employee Share Plan 1.1 2.7 Other shares issued by the Woolworths Employee Share Trust 0.5 13.8 (59.1) (39.6) Balance at end of period Shares held in trust Reconciliation of shares held in trust Balance at beginning of period Balance at end of period Reconciliation of shares held in trust No. of shares No. of shares m m Balance at beginning of period Issue of shares under the Employee Share Plan Other shares issued by the Woolworths Employee Share Trust Balance at end of period 1 2.8 3.3 (0.1) (0.2) - (0.5) 2.7 2.6 Includes capital component of the in-specie distribution as well as costs (stamp duty, advisory and other) associated with the transaction. 28 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9 Subsequent Events There have been no events subsequent to the balance date, which would have a material impact on the group‟s financial statements at 30 December 2012. 10 Assets Held for Sale and Discontinued Operations In January 2012, Woolworths Limited announced its intention to restructure its Consumer Electronics Australia and New Zealand business, with a view to divesting this business. Subsequent to this, as part of the broader Woolworths Group strategy, it was determined that Woolworths would exit the Consumer Electronics market segment and thus its Consumer Electronics wholesale business in India would be divested. On 27 September 2012, the Group announced the sale of its wholesale operations in India to Infiniti Retail Limited (Infiniti) and the sale of Dick Smith Australia and New Zealand to Anchorage Capital Partners (Anchorage). The sale of the shares in Woolworths Wholesale (India) Private Limited to Infiniti took effect from 15 October 2012 and the sale of Dick Smith Holdings Pty Limited and its subsidiaries to Anchorage took effect from 26 November 2012. The half year results and cash flows from the discontinued operations (the Consumer Electronics businesses in Australia, New Zealand and India) are as follows: 30-Dec-12 1-Jan-12 $m $m 641.6 1,066.4 Other revenue 0.3 0.4 Total revenue 641.9 1,066.8 (639.9) (1,045.4) 2.0 21.4 (0.2) (5.8) 1.8 15.6 - (300.0) - 68.8 1.8 (215.6) (63.7) - (2.0) - Loss on sale of the subsidiaries after income tax (65.7) - Loss from discontinued operations (63.9) (215.6) (113.7) 28.5 Net cash outflows from investing activities (2.5) (19.3) Net cash inflows from financing activities 10.3 1.5 (105.9) 10.7 Profit/Loss from Discontinued Operations Revenue Expenses Profit before income tax Attributable income tax expense Profit after tax before loss on re-measurement Loss on re-measurement to fair value less costs to sell 1 Attributable income tax expense Profit/(Loss) for the period from discontinued operations Loss on sale of the subsidiaries before income tax Attributable income tax expense Cash Flows from Discontinued Operations Net cash (outflow)/inflow from operating activities Net cash (outflow)/inflow 1 Loss on re-measurement to fair value less costs to sell represents an impairment loss and restructuring provisions related to goodwill, inventory, property, plant and equipment and certain lease exit costs for the Dick Smith business. . 29 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 Assets Held for Sale and Discontinued Operations (continued) Details of the sale of the subsidiaries are as follows: 30-Dec-12 $m Consideration received or receivable: Cash Proceeds receivable 49.4 1 26.9 Total disposal consideration 76.3 Carrying amount of net assets sold 131.5 Reserves transferred to profit and loss 8.5 Loss on sale before income tax (63.7) Attributable income tax expense (2.0) Loss on sale after income tax (65.7) 1 Of the amounts receivable, $11.9 million was received in February 2013 and the remaining $15.0 million is due in June 2013 The combined carrying amounts of assets and liabilities as at the date of sale were as follows: 30-Dec-12 $m Cash and cash equivalents 20.5 Trade and other receivables 34.2 Inventories 245.9 Property, plant and equipment 50.9 Deferred tax asset 4.5 Total assets 356.0 Trade and other payables (184.7) Interest bearing liabilities (20.7) Provisions (13.3) Other liabilities (5.8) Total liabilities (224.5) Net assets 131.5 Reserves transferred to profit and loss on sale of businesses 30 8.5 Woolworths Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 Assets Held for Sale and Discontinued Operations (continued) The major classes of assets and liabilities at the end of the reporting period (reported as a disposal group) together with other assets held for sale are as follows: 30-Dec-12 1 1-Jan-12 $m $m Cash - 16.3 Trade and other receivables - 26.1 Inventories - 312.6 Property, plant and equipment - 78.8 Deferred tax assets - 8.5 Total disposal group held for sale (discontinued operations) - 442.3 182.2 35.2 equipment 182.2 35.2 Total assets classified as held for sale 182.2 477.5 Trade and other payables - 207.1 Current tax liabilities - 0.1 Provisions - 95.8 Other liabilities - 5.5 - 308.5 - (8.3) Assets classified as held for sale Disposal group held for sale (discontinued operation) Other assets held for sale – property, plant and equipment Property, plant and equipment Total other assets held for sale – property, plant and Liabilities directly associated with assets classified as held for sale Disposal group held for sale (discontinued operation) Total liabilities directly associated with assets classified as held for sale Total amounts recognised directly in equity associated with assets classified as held for sale 1 Disposal group assets and liabilities held for sale at 1 January 2012 represent the Dick Smith Australian and New Zealand businesses. 31