together2021 ANNUAL REPORTABN 88 000 014 675WOOLWORTHS GROUP LIMITEDLive better Contents
SECTION 1
PERFORMANCE HIGHLIGHTS
Our impact
Sustainability
How we create value
Our key strategic priorities
Chairman's Report
Chief Executive Officer’s Report
Group financial performance
2
4
6
8
14
16
18
SECTION 2
BUSINESS REVIEW
Australian Food
New Zealand Food
BIG W
Discontinued operation
Our material risks
24
30
32
34
36
SECTION 3
DIRECTORS’ REPORT
Governance
Board skills and experience
Board of Directors
Group Executive Committee
Directors’ Statutory Report
Remuneration Report
42
43
44
46
50
52
SECTION 4
FINANCIAL REPORT
Auditor's Independence Declaration
Financial Report
Directors’ Declaration
Independent Auditor’s Report
76
77
152
153
Acknowledgement of Country
Woolworths Group acknowledges the Traditional Custodians of Country
throughout Australia and recognises their continuing connection to land,
waters and community. We pay our respects to them and their cultures;
and to Elders both past and present.
We support the Uluru Statement from the Heart and the recognition
of Aboriginal and Torres Strait Islander peoples in the Australian
Constitution. We commit to continued listening and learning from
First Nations voices and to work in partnership to create change. We
acknowledge that we have a responsibility and must do more to truly live
our purpose to create better experiences together for a better tomorrow.
SECTION 5
OTHER INFORMATION
Shareholder information
Corporate Governance Statement
Glossary
Company directory
158
159
161
164
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Building a strong
foundation for
a new era of
Woolworths Group
Woolworths Group is a diverse
group of retail businesses on a
journey to becoming a purpose‑led
organisation. Our Group purpose,
we create better experiences
together for a better tomorrow,
creates the framework for how
we aspire to operate, to be better;
for our customers, our team,
the communities we serve
and our shareholders.
Contents
SECTION 1
PERFORMANCE HIGHLIGHTS
Our impact
Sustainability
How we create value
Our key strategic priorities
Chairman's Report
Chief Executive Officer’s Report
Group financial performance
2
4
6
8
14
16
18
SECTION 2
BUSINESS REVIEW
Australian Food
New Zealand Food
BIG W
Discontinued operation
Our material risks
24
30
32
34
36
SECTION 3
DIRECTORS’ REPORT
Governance
Board skills and experience
Board of Directors
Group Executive Committee
Directors’ Statutory Report
Remuneration Report
42
43
44
46
50
52
SECTION 4
FINANCIAL REPORT
Auditor's Independence Declaration
Financial Report
Directors’ Declaration
Independent Auditor’s Report
76
77
152
153
Acknowledgement of Country
Woolworths Group acknowledges the Traditional Custodians of Country
throughout Australia and recognises their continuing connection to land,
waters and community. We pay our respects to them and their cultures;
and to Elders both past and present.
We support the Uluru Statement from the Heart and the recognition
of Aboriginal and Torres Strait Islander peoples in the Australian
Constitution. We commit to continued listening and learning from
First Nations voices and to work in partnership to create change. We
acknowledge that we have a responsibility and must do more to truly live
our purpose to create better experiences together for a better tomorrow.
SECTION 5
OTHER INFORMATION
Shareholder information
Corporate Governance Statement
Glossary
Company directory
158
159
161
164
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Building a strong
foundation for
a new era of
Woolworths Group
Woolworths Group is a diverse
group of retail businesses on a
journey to becoming a purpose‑led
organisation. Our Group purpose,
we create better experiences
together for a better tomorrow,
creates the framework for how
we aspire to operate, to be better;
for our customers, our team,
the communities we serve
and our shareholders.
PeopleGender EqualityWGEA Employer of Choice for Gender Equality citation‘I am here’ program32,000team members trained to identify and support team members that need helpResourcing the Future Indigenous team members ~5,000Team members210,067ProductGroup Voice of Customer NPS June 57 1pt from Q3'21Customers served on average per week 27.8MOnline visits per week19.7MCustomersRemoved >2,500 tonnesof plastic from operations in F21Animal Welfare First Australian and New Zealand retailer to achieve Tier 2 in the global Business Benchmark on Farm Animal WelfareMacro Whole Living Products 100%compliant with Palm Oil Policy2,905 tonnesof soft plastic returned to storeCustomers using eReceipts>250,000More ways to better serve our customers 31,074 Supermarkets and Metro Food Stores184 Countdown stores176 BIG W stores706 Direct to boot locations734 Pick up locations875 Home Delivery stores10 CFCs and eStoresLGBTQ+ InclusionAwarded AWEI Gold Employer Status for LGBTQ+ workplace inclusion for the fourth consecutive year2Our impact 1PlanetDividend per share 5108¢Return on funds employed 4 15.1%CommunityCarbon emissions27% below2015 baselineFree cash flow before dividends$1,089MGroup sales $67,278MGroup EBIT $3,663MOrganic waste113,238 tonnesdiverted from landfillPower from solar 31,480kWcapacity installedFood relief meals donated>24Mvia store networkEconomic 2Total community contribution$34.9MIn kind$13.9MCash donations$21.0MLeveraged fundraising$14.1MS.T.A.N.D. donation$2.9MOdd Bunch fruit & vegetables35,506 tonnes purchased by customers1 For the 2021 financial year including Endeavour Group.2 Before significant items.3 Including Australian and New Zealand Food and BIG W.4 F21 ROFE calculation normalised to exclude the $7,870 million demerger distribution liability.5 Full year fully franked dividend.6 From Woolworths Group cash flow.Tax paid 6$738M12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20213PeopleGender EqualityWGEA Employer of Choice for Gender Equality citation‘I am here’ program32,000team members trained to identify and support team members that need helpResourcing the Future Indigenous team members ~5,000Team members210,067ProductGroup Voice of Customer NPS June 57 1pt from Q3'21Customers served on average per week 27.8MOnline visits per week19.7MCustomersRemoved >2,500 tonnesof plastic from operations in F21Animal Welfare First Australian and New Zealand retailer to achieve Tier 2 in the global Business Benchmark on Farm Animal WelfareMacro Whole Living Products 100%compliant with Palm Oil Policy2,905 tonnesof soft plastic returned to storeCustomers using eReceipts>250,000More ways to better serve our customers 31,074 Supermarkets and Metro Food Stores184 Countdown stores176 BIG W stores706 Direct to boot locations734 Pick up locations875 Home Delivery stores10 CFCs and eStoresLGBTQ+ InclusionAwarded AWEI Gold Employer Status for LGBTQ+ workplace inclusion for the fourth consecutive year2Our impact 1PlanetDividend per share 5108¢Return on funds employed 4 15.1%CommunityCarbon emissions27% below2015 baselineFree cash flow before dividends$1,089MGroup sales $67,278MGroup EBIT $3,663MOrganic waste113,238 tonnesdiverted from landfillPower from solar 31,480kWcapacity installedFood relief meals donated>24Mvia store networkEconomic 2Total community contribution$34.9MIn kind$13.9MCash donations$21.0MLeveraged fundraising$14.1MS.T.A.N.D. donation$2.9MOdd Bunch fruit & vegetables35,506 tonnes purchased by customers1 For the 2021 financial year including Endeavour Group.2 Before significant items.3 Including Australian and New Zealand Food and BIG W.4 F21 ROFE calculation normalised to exclude the $7,870 million demerger distribution liability.5 Full year fully franked dividend.6 From Woolworths Group cash flow.Tax paid 6$738M12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20213SustainabilityWorking together to create a better tomorrowWoolworths Group believes sustainability is the right thing to do and sees it as an opportunity to create long‑term value through innovation and resilience building measures that will deliver benefits for decades to come.Woolworths Group is committed to creating positive change in our business and our extended value chain. We want to give our customers confidence that their food and everyday needs are delivered to them ethically and sustainably – truly creating better experiences together for a better tomorrow. We are determined to build on the foundations of our 2020 Sustainability Strategy to deliver an even more ambitious sustainability agenda. In November 2020, we released our Sustainability Plan 2025: Working together to create a better tomorrow – our new program of positive change for our people, our planet and our product. While we have set our sights on long‑term horizons, including goals for 2030 (scope 1, 2 and 3 emissions) and 2050 (net positive emissions), we will deliver meaningful change year on year. In F22 we will make progress on areas such as green electricity, retail careers in the workplace of the future and regenerative agricultural practices to minimise our impact on the environment. Climate ChangeRecognising that addressing climate change is of critical importance to our business and economies globally, Woolworths Group has set ambitious emissions reduction goals aligned to the Paris Agreement, to limit temperature change to 1.5 degrees. By 2030 we will deliver:• 63% reduction from own operations (scope 1 & 2), and• 19% reduction across our supply chain (scope 3).Our targets have been endorsed by the global Science Based Targets initiative (SBTi).The Group’s F21 scope 1 and 2 emissions were 27% below 2015 levels. Initiatives contributing to this reduction include refrigeration management, solar rollout, and our Energy Management Centre which continues to proactively manage our energy use.Electricity use is the largest contributor to our greenhouse gas emissions. Woolworths Group uses around 1% of Australia’s electricity, so our commitment to source 100% renewable electricity by 2025 represents Responsible Sourcing F21 PerformanceAudits reviewed561Workers surveyed to understand COVID-19 related concerns 2,694BIG W team members and suppliers completed a Responsible Purchasing Practices survey111Onsite follow-up visits16Grievance investigations managed 19Zero Tolerance cases identified204a significant investment in growing the industry. In June, we announced our first renewable power purchase agreement (PPA) which will inject enough green electricity into the state’s energy grid to power 30% of Woolworths Group’s NSW energy needs.Sustainability GovernanceWoolworths Group considers sustainability to be a board‑level strategic issue. The CEO and Group Executive Committee, including the Chief Sustainability Officer, have accountability for the implementation of our sustainability strategy.Climate‑related risks and opportunities are identified through the Woolworths Group Risk Management Process in line with our Risk Management Framework (RMF) framework. The RMF framework sets out the required end‑to‑end management of our risk assessment and risk response processes, and monitoring and reporting. Climate change has been identified as a material business risk and is included in the material risk section of the Annual Report on page 36. Our response to these risks is contained in our Sustainability Plan 2025. For more information see 2021 Sustainability Report.Human rights key highlights in F21• Conducted a risk analysis of labour and service providers in our operations and strengthened key controls• Developed bespoke due diligence strategies for higher risk commodities, including seafood and cotton• Oversaw the repayment of $361,851 to 24 workers in the cleaning and trolley collector sector• Supported our teams to manage modern slavery risks with the launch of three new resources –A toolkit for addressing modern slavery in our supply chains and operations –A guide to drafting and negotiating modern slavery contract clauses –Human rights due diligence maturity frameworkCarbon emissions reduction 27%below 2015 levelsF21 Plastics reduction >2,500tCommunity contribution as % of EBT on a 2-year rolling average1.23%Human Rights & Responsible SourcingAs Australia’s largest retailer, with complex operations and supply chains, Woolworths Group is exposed to dynamic human rights risks. Stakeholders continue to identify human rights as one of our material risks. The human rights commitments in the Sustainability Plan 2025 articulate our ambition to build a rights‑respecting culture where human rights risks are identified, managed and mitigated in our operations and supply chain. Progress highlights against this important initiative can be found on the left bar on page 4. As outlined in our second Modern Slavery Statement we continue to scale up our human rights due diligence in non‑trade and operations, while maintaining focus on commodities and countries with higher modern slavery risks to improve outcomes for workers. Human rights due diligence is an ongoing process of bringing the concerns of potentially affected stakeholders into consideration for decision making. For more information see 2021 Modern Slavery Statement.We act like a leader and speak up on issues that matterWe care for, and unlock the potential of our peopleWe have a positive impact on the planetWe apply circular thinking in everything we doWe embrace the power of partnerships to create changeOur plan is explicitly underpinned by our Guiding Principles12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20215SustainabilityWorking together to create a better tomorrowWoolworths Group believes sustainability is the right thing to do and sees it as an opportunity to create long‑term value through innovation and resilience building measures that will deliver benefits for decades to come.Woolworths Group is committed to creating positive change in our business and our extended value chain. We want to give our customers confidence that their food and everyday needs are delivered to them ethically and sustainably – truly creating better experiences together for a better tomorrow. We are determined to build on the foundations of our 2020 Sustainability Strategy to deliver an even more ambitious sustainability agenda. In November 2020, we released our Sustainability Plan 2025: Working together to create a better tomorrow – our new program of positive change for our people, our planet and our product. While we have set our sights on long‑term horizons, including goals for 2030 (scope 1, 2 and 3 emissions) and 2050 (net positive emissions), we will deliver meaningful change year on year. In F22 we will make progress on areas such as green electricity, retail careers in the workplace of the future and regenerative agricultural practices to minimise our impact on the environment. Climate ChangeRecognising that addressing climate change is of critical importance to our business and economies globally, Woolworths Group has set ambitious emissions reduction goals aligned to the Paris Agreement, to limit temperature change to 1.5 degrees. By 2030 we will deliver:• 63% reduction from own operations (scope 1 & 2), and• 19% reduction across our supply chain (scope 3).Our targets have been endorsed by the global Science Based Targets initiative (SBTi).The Group’s F21 scope 1 and 2 emissions were 27% below 2015 levels. Initiatives contributing to this reduction include refrigeration management, solar rollout, and our Energy Management Centre which continues to proactively manage our energy use.Electricity use is the largest contributor to our greenhouse gas emissions. Woolworths Group uses around 1% of Australia’s electricity, so our commitment to source 100% renewable electricity by 2025 represents Responsible Sourcing F21 PerformanceAudits reviewed561Workers surveyed to understand COVID-19 related concerns 2,694BIG W team members and suppliers completed a Responsible Purchasing Practices survey111Onsite follow-up visits16Grievance investigations managed 19Zero Tolerance cases identified204a significant investment in growing the industry. In June, we announced our first renewable power purchase agreement (PPA) which will inject enough green electricity into the state’s energy grid to power 30% of Woolworths Group’s NSW energy needs.Sustainability GovernanceWoolworths Group considers sustainability to be a board‑level strategic issue. The CEO and Group Executive Committee, including the Chief Sustainability Officer, have accountability for the implementation of our sustainability strategy.Climate‑related risks and opportunities are identified through the Woolworths Group Risk Management Process in line with our Risk Management Framework (RMF) framework. The RMF framework sets out the required end‑to‑end management of our risk assessment and risk response processes, and monitoring and reporting. Climate change has been identified as a material business risk and is included in the material risk section of the Annual Report on page 36. Our response to these risks is contained in our Sustainability Plan 2025. For more information see 2021 Sustainability Report.Human rights key highlights in F21• Conducted a risk analysis of labour and service providers in our operations and strengthened key controls• Developed bespoke due diligence strategies for higher risk commodities, including seafood and cotton• Oversaw the repayment of $361,851 to 24 workers in the cleaning and trolley collector sector• Supported our teams to manage modern slavery risks with the launch of three new resources –A toolkit for addressing modern slavery in our supply chains and operations –A guide to drafting and negotiating modern slavery contract clauses –Human rights due diligence maturity frameworkCarbon emissions reduction 27%below 2015 levelsF21 Plastics reduction >2,500tCommunity contribution as % of EBT on a 2-year rolling average1.23%Human Rights & Responsible SourcingAs Australia’s largest retailer, with complex operations and supply chains, Woolworths Group is exposed to dynamic human rights risks. Stakeholders continue to identify human rights as one of our material risks. The human rights commitments in the Sustainability Plan 2025 articulate our ambition to build a rights‑respecting culture where human rights risks are identified, managed and mitigated in our operations and supply chain. Progress highlights against this important initiative can be found on the left bar on page 4. As outlined in our second Modern Slavery Statement we continue to scale up our human rights due diligence in non‑trade and operations, while maintaining focus on commodities and countries with higher modern slavery risks to improve outcomes for workers. Human rights due diligence is an ongoing process of bringing the concerns of potentially affected stakeholders into consideration for decision making. For more information see 2021 Modern Slavery Statement.We act like a leader and speak up on issues that matterWe care for, and unlock the potential of our peopleWe have a positive impact on the planetWe apply circular thinking in everything we doWe embrace the power of partnerships to create changeOur plan is explicitly underpinned by our Guiding Principles12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20215How we create valueTeam A diverse and inclusive environment for our teams to work reflecting the diversity of our communitiesCustomer services Connecting customers with good food and more everyday through convenient stores, services and leading loyalty programsTrusted brands and products Providing best range and value, fresher food, healthier options and everyday needs for our customers in Australia and New Zealand Sustainability A leader in sustainability to create a positive impact for generations to comeBusiness platforms Leading business platforms built over many years enabling our business activitiesFinancial Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder value Platforms & PartnersEveryday ServicesTechnology, digital and analytics enable retail platforms that deliver for Woolworths Group and partnersPrimary ConnectPartnershipsDigital & DataB2C FoodOur cornerstone retail food businesses, famous for good food, prices and acts, and always convenientStoreseCommerceProductsOur Value DriversOur Business Activities6Team Enabling and empowering our teamCustomer Innovating to meet our customer needsCommunity Caring for each other and creating a more sustainable futurePartners Mutual benefit through strong partnershipsShareholders Delivering sustainable returns for our shareholdersEveryday ServicesComplementary everyday categories and services to provide more for our customersEveryday ServicesRewardsEveryday NeedsB2B FoodExpanding food into new customer segments, channels and marketsB2BInternationalWholesaleTo create value we bring our customers good food and more everyday through connected experiences. We’re focused on creating sustainable long‑term value for our customers, team, shareholders, trade partners and the broader community through living our purpose:Creating better experiences together for a better tomorrowWGEAEmployer of Choice citationLAUNCHEDWoolworths Future of Work FundAWEIGold Tier Status for LGBTQ+ inclusion57Group Voice of Customer NPS (June)QuantiumStrengthened data and analytics partnershipEstablished partnerships with Endeavour Group and PFD113,238Tonnes of organic waste diverted from landfill$1,972MF21 Group NPAT 227.8MCustomers served on average per week57%Voice of Supplier July 202127%Carbon emission reduction from 201519.7MOnline visits per week$34.9Mtotal community contributions108¢F21 Full Year DividendValue Created11 For the 2021 financial year. 2 Before significant items.3 F21 ROFE calculation normalised to exclude the $7,870 million demerger distribution liability.15.1%F21 ROFE 3 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20217How we create valueTeam A diverse and inclusive environment for our teams to work reflecting the diversity of our communitiesCustomer services Connecting customers with good food and more everyday through convenient stores, services and leading loyalty programsTrusted brands and products Providing best range and value, fresher food, healthier options and everyday needs for our customers in Australia and New Zealand Sustainability A leader in sustainability to create a positive impact for generations to comeBusiness platforms Leading business platforms built over many years enabling our business activitiesFinancial Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder value Platforms & PartnersEveryday ServicesTechnology, digital and analytics enable retail platforms that deliver for Woolworths Group and partnersPrimary ConnectPartnershipsDigital & DataB2C FoodOur cornerstone retail food businesses, famous for good food, prices and acts, and always convenientStoreseCommerceProductsOur Value DriversOur Business Activities6Team Enabling and empowering our teamCustomer Innovating to meet our customer needsCommunity Caring for each other and creating a more sustainable futurePartners Mutual benefit through strong partnershipsShareholders Delivering sustainable returns for our shareholdersEveryday ServicesComplementary everyday categories and services to provide more for our customersEveryday ServicesRewardsEveryday NeedsB2B FoodExpanding food into new customer segments, channels and marketsB2BInternationalWholesaleTo create value we bring our customers good food and more everyday through connected experiences. We’re focused on creating sustainable long‑term value for our customers, team, shareholders, trade partners and the broader community through living our purpose:Creating better experiences together for a better tomorrowWGEAEmployer of Choice citationLAUNCHEDWoolworths Future of Work FundAWEIGold Tier Status for LGBTQ+ inclusion57Group Voice of Customer NPS (June)QuantiumStrengthened data and analytics partnershipEstablished partnerships with Endeavour Group and PFD113,238Tonnes of organic waste diverted from landfill$1,972MF21 Group NPAT 227.8MCustomers served on average per week57%Voice of Supplier July 202127%Carbon emission reduction from 201519.7MOnline visits per week$34.9Mtotal community contributions108¢F21 Full Year DividendValue Created11 For the 2021 financial year. 2 Before significant items.3 F21 ROFE calculation normalised to exclude the $7,870 million demerger distribution liability.15.1%F21 ROFE 3 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20217In F21, the six key priorities reflect the Group’s transformation into a food and everyday needs ecosystem which is enabled by our purpose, to create better experiences together for a better tomorrow.Better Together for a Better Tomorrow for our Customers, Teams and CommunitiesDelivering on our strategic prioritiesThe Group was proud to be ranked first in Australia, and 49th globally in the 2020 Refinitiv Diversity & Inclusion Index, as the most diverse and inclusive company. In F21, we continued to make good progress on our holistic diversity and inclusion agenda, with a key focus on reconciliation, cultural inclusion, gender diversity and LGBTQ+ inclusion. Some highlights include receiving AWEI gold tier status for a fourth consecutive year and the WGEA Employer of Choice citation. We also delivered 85 actions as part of our two‑year Reconciliation Action Plan, partnered with the NAIDOC Week Committee for a third year, and continued the success of our Refugee Employment Program in partnership with Community Corporate, successfully placing 200 refugees into roles in Woolworths Supermarkets, Metro Food Stores and fulfilment centres across Australia. F22 will see an increased focus on our accessibility agenda and more work will be done to support our commitment of offering equal opportunities for all.Launch of our third mini-Supermarket for special schools at Black Mountain School in Canberra, NSW. For more information on this initiative go to page 27.2021 Better Tomorrow achievementsProvided the equivalent of>24M meals through our food rescue partners to alleviate food insecurityPLANETPRODUCT#1 Most diverse and inclusive company in Australia in the 2020 Refinitiv Diversity & Inclusion IndexPEOPLEAnimal Welfare First Australian and New Zealand retailer to achieve Tier 2 in the global Business Benchmark on Farm Animal Welfare8WooliesX scaled its convenience propositions in response to increased demand in F21 as more and more customers chose contactless, COVIDSafe shopping experiences.To continue to meet rapidly increasing demand, we announced plans for our first automated customer fulfilment centre to be built in Auburn, NSW, set to open in 2024. The facility will be built in partnership with Knapp, whose automation technology will help Woolworths’ personal shoppers pick and dispatch up to 50,000 home deliveries a week in Western Sydney and better serve their growing online grocery needs. This will build on recent investments with Takeoff’s micro‑fulfilment technology (using Knapp automation) now live at Carrum Downs and Maroochydore in Australia, and Moorehouse and Penrose in New Zealand. In F21, eCommerce sales accounted for 8.5% of total sales as we continue to see more and more customers choosing eCommerce services to complement their in‑store shopping experiences.Accelerate Digital, eCom and Convenience for our increasingly Connected CustomersMore convenience for customers in F21629stores with Direct to boot services425Same Day Delivery stores with 1 hour delivery window232Delivery Now stores12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20219In F21, the six key priorities reflect the Group’s transformation into a food and everyday needs ecosystem which is enabled by our purpose, to create better experiences together for a better tomorrow.Better Together for a Better Tomorrow for our Customers, Teams and CommunitiesDelivering on our strategic prioritiesThe Group was proud to be ranked first in Australia, and 49th globally in the 2020 Refinitiv Diversity & Inclusion Index, as the most diverse and inclusive company. In F21, we continued to make good progress on our holistic diversity and inclusion agenda, with a key focus on reconciliation, cultural inclusion, gender diversity and LGBTQ+ inclusion. Some highlights include receiving AWEI gold tier status for a fourth consecutive year and the WGEA Employer of Choice citation. We also delivered 85 actions as part of our two‑year Reconciliation Action Plan, partnered with the NAIDOC Week Committee for a third year, and continued the success of our Refugee Employment Program in partnership with Community Corporate, successfully placing 200 refugees into roles in Woolworths Supermarkets, Metro Food Stores and fulfilment centres across Australia. F22 will see an increased focus on our accessibility agenda and more work will be done to support our commitment of offering equal opportunities for all.Launch of our third mini-Supermarket for special schools at Black Mountain School in Canberra, NSW. For more information on this initiative go to page 27.2021 Better Tomorrow achievementsProvided the equivalent of>24M meals through our food rescue partners to alleviate food insecurityPLANETPRODUCT#1 Most diverse and inclusive company in Australia in the 2020 Refinitiv Diversity & Inclusion IndexPEOPLEAnimal Welfare First Australian and New Zealand retailer to achieve Tier 2 in the global Business Benchmark on Farm Animal Welfare8WooliesX scaled its convenience propositions in response to increased demand in F21 as more and more customers chose contactless, COVIDSafe shopping experiences.To continue to meet rapidly increasing demand, we announced plans for our first automated customer fulfilment centre to be built in Auburn, NSW, set to open in 2024. The facility will be built in partnership with Knapp, whose automation technology will help Woolworths’ personal shoppers pick and dispatch up to 50,000 home deliveries a week in Western Sydney and better serve their growing online grocery needs. This will build on recent investments with Takeoff’s micro‑fulfilment technology (using Knapp automation) now live at Carrum Downs and Maroochydore in Australia, and Moorehouse and Penrose in New Zealand. In F21, eCommerce sales accounted for 8.5% of total sales as we continue to see more and more customers choosing eCommerce services to complement their in‑store shopping experiences.Accelerate Digital, eCom and Convenience for our increasingly Connected CustomersMore convenience for customers in F21629stores with Direct to boot services425Same Day Delivery stores with 1 hour delivery window232Delivery Now stores12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 2021911
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Stand up
Endeavour Group
At the end of June, the
demerger of Endeavour
Group was successfully
completed following
a multi‑year journey to
separate the business.
The separation process formally began
on 3 July 2019, when Woolworths Group
announced its intention to combine
its drinks and hospitality businesses
to create Endeavour Group through
a restructure of Endeavour Drinks and
subsequent merger with ALH Group.
This was completed in February 2020;
however, the separation anticipated
for later that year was delayed to 2021
given the prioritisation of both groups’
COVID‑19 responses. Both businesses
continued to work on the separation
as well as establishing the partnership
agreements to support the ongoing
relationship between the groups.
Work on the separation formally
recommenced in February 2021.
A strong and experienced executive
team and board was assembled to take
the business forward following the
appointment of Steve Donohue as CEO
and Peter Hearl as Chairman in 2019.
Following formal approval at the General
Meeting on 18 June, Endeavour Group was
successfully separated on 28 June by way
of a demerger, with eligible shareholders
receiving one Endeavour Group share for
every share held in Woolworths Group.
The demerger of Endeavour Group
required an enormous combined effort
from team members across both
businesses and we look forward to being
better together in partnership with
Endeavour Group for many years to come.
Better together in partnership
The creation of a win-win partnership was at the core of the rationale for the
Endeavour Group separation. Post demerger, Woolworths Group and Endeavour
Group will continue to work together to retain ongoing benefits, including the
infrastructure built by Woolworths Group across its core competencies.
The key benefits under the partnership agreements include a framework
that supports joint growth opportunities and further develops capabilities
for mutual benefit; enables both groups to maintain the synergies and
collaborative relationships, and supports Endeavour Group with continuity
of its operations.
This is enabled by key agreements in place across:
Supply Chain & Stores
Loyalty & Fintech
• Digital & Media
Business Support
International
•
•
•
•
The partnership agreements between Woolworths Group and Endeavour
Group also extend choice for customers to meet their everyday needs
through its businesses and partners.
Steve Donohue, Endeavour Group CEO and Brad Banducci, Woolworths Group CEO and Managing Director.
OUR KEY STRATEGIC PRIORITIESWoolworths Supermarkets launches innovative community store in Cabramatta.A key priority for Woolworths Supermarkets in F21 has been to localise range and tailor our offering for every community to ensure we are providing the right range to our customers in the right stores. This includes an increased focus on ethnicity and as part of this, the team delivered its first innovative community store in Cabramatta, NSW. The goal was to extend the already successful Asian range and provide customers with a broad enough range that they could complete their full shop at the store. The store includes over 1,000 Asian products with over 300 being unique to the store. The introduction of these new lines further tailored the range to the local community consisting of customers of predominantly Vietnamese, Chinese, Thai and Cambodian ethnicities, and focuses on what is important to their shopping needs. In addition to the tailored ranging, the Cabramatta store also features multilingual signage (Cambodian, Cantonese and Khmer) across all functional areas and neon iconography for high level navigation.Differentiate our Food Customer Propositions10
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Better together in partnership
The creation of a win-win partnership was at the core of the rationale for the
Endeavour Group separation. Post demerger, Woolworths Group and Endeavour
Group will continue to work together to retain ongoing benefits, including the
infrastructure built by Woolworths Group across its core competencies.
The key benefits under the partnership agreements include a framework
that supports joint growth opportunities and further develops capabilities
for mutual benefit; enables both groups to maintain the synergies and
collaborative relationships, and supports Endeavour Group with continuity
of its operations.
This is enabled by key agreements in place across:
•
•
Supply Chain & Stores
Loyalty & Fintech
• Digital & Media
•
•
Business Support
International
The partnership agreements between Woolworths Group and Endeavour
Group also extend choice for customers to meet their everyday needs
through its businesses and partners.
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Steve Donohue, Endeavour Group CEO and Brad Banducci, Woolworths Group CEO and Managing Director.
Stand up
Endeavour Group
At the end of June, the
demerger of Endeavour
Group was successfully
completed following
a multi‑year journey to
separate the business.
The separation process formally began
on 3 July 2019, when Woolworths Group
announced its intention to combine
its drinks and hospitality businesses
to create Endeavour Group through
a restructure of Endeavour Drinks and
subsequent merger with ALH Group.
This was completed in February 2020;
however, the separation anticipated
for later that year was delayed to 2021
given the prioritisation of both groups’
COVID‑19 responses. Both businesses
continued to work on the separation
as well as establishing the partnership
agreements to support the ongoing
relationship between the groups.
Work on the separation formally
recommenced in February 2021.
A strong and experienced executive
team and board was assembled to take
the business forward following the
appointment of Steve Donohue as CEO
and Peter Hearl as Chairman in 2019.
Following formal approval at the General
Meeting on 18 June, Endeavour Group was
successfully separated on 28 June by way
of a demerger, with eligible shareholders
receiving one Endeavour Group share for
every share held in Woolworths Group.
The demerger of Endeavour Group
required an enormous combined effort
from team members across both
businesses and we look forward to being
better together in partnership with
Endeavour Group for many years to come.
OUR KEY STRATEGIC PRIORITIESWoolworths Supermarkets launches innovative community store in Cabramatta.A key priority for Woolworths Supermarkets in F21 has been to localise range and tailor our offering for every community to ensure we are providing the right range to our customers in the right stores. This includes an increased focus on ethnicity and as part of this, the team delivered its first innovative community store in Cabramatta, NSW. The goal was to extend the already successful Asian range and provide customers with a broad enough range that they could complete their full shop at the store. The store includes over 1,000 Asian products with over 300 being unique to the store. The introduction of these new lines further tailored the range to the local community consisting of customers of predominantly Vietnamese, Chinese, Thai and Cambodian ethnicities, and focuses on what is important to their shopping needs. In addition to the tailored ranging, the Cabramatta store also features multilingual signage (Cambodian, Cantonese and Khmer) across all functional areas and neon iconography for high level navigation.Differentiate our Food Customer Propositions10
OUR KEY STRATEGIC PRIORITIESWoolworths Group’s investment in Quantium aims to transform the rapidly evolving retail sector to help better service our customers and support our team and supplier partners.Announced in April of this year, Woolworths Group strengthened its partnership with Quantium by increasing its shareholding from 47% to 75%.Quantium is an industry leader in advanced analytics, working across a broad range of industries, including retail & FMCG, banking & financial services, and health & government. For the last eight years Woolworths Group and Quantium have partnered to better understand our customers through the responsible use of data. Quantium will become a key part of Woolworths Group, while retaining its senior leadership team and continuing to operate in sectors outside of retail.In addition to the strategic partnership, new business Q‑Retail was created to bring together the best data science and advanced analytics and retail capabilities from across Quantium and Woolworths Group. Specifically, Q‑Retail will focus on delivering Woolworths Group’s Advanced Analytics Plan and commercialising retail products globally.Combined with the Group’s strategic focus on connected and seamless customer experiences, advanced analytics will be key to improving ranges and services as well as support provided to team members and supplier partners. As the retail industry continues to rapidly change, Woolworths Group recognises that the way in which data is gathered, interpreted and protected is becoming ever more important.Evolve our Portfolio and Build Strong AdjacenciesBuilding strong adjacenciesAUGUST 2020Announced a strategic investment in PFD Food Services as a logical adjacency for Woolworths Group to further support its growing food and everyday needs ecosystem.SEPTEMBER 2020Launched Woolworths at Work, a procurement solution that supports businesses with a streamlined shopping experience and dedicated support, transforming how they manage spending and budget.FEBRUARY 2021Announced the formation of a stand-alone business, Greenstock, to support the Group’s growth and deliver on the combined red meat needs of partners across retail, international and wholesale.APRIL 2021Announced an increase in holding in Quantium from 47% to 75%, as Quantium becomes a key part of Woolworths Group, while retaining its senior leadership team and continuing to operate in sectors outside of retail.APRIL 2021Woolworths Group’s venture capital arm W23 announced an investment in Australian startup Marketplacer whose platform is used by a number of global retailers exploring third-party marketplace strategies. The partnership will play a key role in powering the Group’s own digital improvements ahead of the launch of a marketplace offering for woolworths.com.au.JUNE 2021Woolworths Group announced the launch of Wpay to offer end-to-end payment solutions to merchants outside of the Group.12We have been working hard to help protect our team so we can continue to provide food and everyday needs for all customers. The Delta variant of COVID has seen the operating environment change rapidly again in 2021. It has become clear that vaccination is key and Woolworths Group remains committed to playing its part in supporting vaccination efforts across the broader community. In addition, a number of initiatives have been rolled out to stores and distribution centres to help protect customers and teams. This includes enabling Government QR code check‑in for all states and territories, in‑store Health Ambassadors, promotion of the Sonder app to support team member mental wellbeing as well as face shields and additional cleaning procedures across stores in high‑risk areas.Keep our business COVIDSafe and Futureproof our E2E Operating ModelCOVIDSafeVaccination clinicsEstablished pop-up vaccination clinics at key food-related DCs in NSW and Victoria with assistance from Federal and State governmentsPaid leave for vaccinationsProvided up to eight hours of paid leave for full-time and part-time team members to receive vaccinationsQR check-inEnabled Government QR code check-in at our stores and support sites nationwide Testing and health screeningEstablished five testing facilities across Sydney DCs and CFCs. Rolled out contact tracing wristbands, split shifts and health screening for team membersVulnerable customer supportScaled eCommerce and Priority Assistance to support our most vulnerable customersNext generation supply chainWoolworths Group’s supply chain arm, Primary Connect, commenced building works in May this year on its new national distribution centre (NDC) in the Moorebank Logistics Park in Western Sydney. Set to open in 2024, the Moorebank NDC will service more than 1,000 Woolworths Supermarkets across Australia. The site will be co-located with the Moorebank Regional Distribution Centre, which will start construction later and open in 2025. With cutting-edge automation and 75,000 square metre of floor space across both sites, Moorebank will enable Woolworths to offer its customers an expanded range and improved stock availability in-store.The construction of a new temperature-controlled 76,000 square metre facility was also announced in June. The new facility will be built at Wetherill Park, Sydney and will service over 280 stores in NSW and replace the current fragmented temperature-controlled network. With completion expected in F24, the new facility will result in fresher products for customers, allow for ongoing range expansion and also deliver material transport and operating efficiency benefits from F25 onwards.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202113OUR KEY STRATEGIC PRIORITIESWoolworths Group’s investment in Quantium aims to transform the rapidly evolving retail sector to help better service our customers and support our team and supplier partners.Announced in April of this year, Woolworths Group strengthened its partnership with Quantium by increasing its shareholding from 47% to 75%.Quantium is an industry leader in advanced analytics, working across a broad range of industries, including retail & FMCG, banking & financial services, and health & government. For the last eight years Woolworths Group and Quantium have partnered to better understand our customers through the responsible use of data. Quantium will become a key part of Woolworths Group, while retaining its senior leadership team and continuing to operate in sectors outside of retail.In addition to the strategic partnership, new business Q‑Retail was created to bring together the best data science and advanced analytics and retail capabilities from across Quantium and Woolworths Group. Specifically, Q‑Retail will focus on delivering Woolworths Group’s Advanced Analytics Plan and commercialising retail products globally.Combined with the Group’s strategic focus on connected and seamless customer experiences, advanced analytics will be key to improving ranges and services as well as support provided to team members and supplier partners. As the retail industry continues to rapidly change, Woolworths Group recognises that the way in which data is gathered, interpreted and protected is becoming ever more important.Evolve our Portfolio and Build Strong AdjacenciesBuilding strong adjacenciesAUGUST 2020Announced a strategic investment in PFD Food Services as a logical adjacency for Woolworths Group to further support its growing food and everyday needs ecosystem.SEPTEMBER 2020Launched Woolworths at Work, a procurement solution that supports businesses with a streamlined shopping experience and dedicated support, transforming how they manage spending and budget.FEBRUARY 2021Announced the formation of a stand-alone business, Greenstock, to support the Group’s growth and deliver on the combined red meat needs of partners across retail, international and wholesale.APRIL 2021Announced an increase in holding in Quantium from 47% to 75%, as Quantium becomes a key part of Woolworths Group, while retaining its senior leadership team and continuing to operate in sectors outside of retail.APRIL 2021Woolworths Group’s venture capital arm W23 announced an investment in Australian startup Marketplacer whose platform is used by a number of global retailers exploring third-party marketplace strategies. The partnership will play a key role in powering the Group’s own digital improvements ahead of the launch of a marketplace offering for woolworths.com.au.JUNE 2021Woolworths Group announced the launch of Wpay to offer end-to-end payment solutions to merchants outside of the Group.12We have been working hard to help protect our team so we can continue to provide food and everyday needs for all customers. The Delta variant of COVID has seen the operating environment change rapidly again in 2021. It has become clear that vaccination is key and Woolworths Group remains committed to playing its part in supporting vaccination efforts across the broader community. In addition, a number of initiatives have been rolled out to stores and distribution centres to help protect customers and teams. This includes enabling Government QR code check‑in for all states and territories, in‑store Health Ambassadors, promotion of the Sonder app to support team member mental wellbeing as well as face shields and additional cleaning procedures across stores in high‑risk areas.Keep our business COVIDSafe and Futureproof our E2E Operating ModelCOVIDSafeVaccination clinicsEstablished pop-up vaccination clinics at key food-related DCs in NSW and Victoria with assistance from Federal and State governmentsPaid leave for vaccinationsProvided up to eight hours of paid leave for full-time and part-time team members to receive vaccinationsQR check-inEnabled Government QR code check-in at our stores and support sites nationwide Testing and health screeningEstablished five testing facilities across Sydney DCs and CFCs. Rolled out contact tracing wristbands, split shifts and health screening for team membersVulnerable customer supportScaled eCommerce and Priority Assistance to support our most vulnerable customersNext generation supply chainWoolworths Group’s supply chain arm, Primary Connect, commenced building works in May this year on its new national distribution centre (NDC) in the Moorebank Logistics Park in Western Sydney. Set to open in 2024, the Moorebank NDC will service more than 1,000 Woolworths Supermarkets across Australia. The site will be co-located with the Moorebank Regional Distribution Centre, which will start construction later and open in 2025. With cutting-edge automation and 75,000 square metre of floor space across both sites, Moorebank will enable Woolworths to offer its customers an expanded range and improved stock availability in-store.The construction of a new temperature-controlled 76,000 square metre facility was also announced in June. The new facility will be built at Wetherill Park, Sydney and will service over 280 stores in NSW and replace the current fragmented temperature-controlled network. With completion expected in F24, the new facility will result in fresher products for customers, allow for ongoing range expansion and also deliver material transport and operating efficiency benefits from F25 onwards.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202113CHAIRMAN’S REPORTOver the last 12 months we have remained committed to our purpose of being better together for a better tomorrow and have made significant progress in transforming our business for a new era of Woolworths Group. Our team also continues to operate with vigilance, great care and resilience as we manage the ongoing impacts of COVID. Since the escalation of the Delta outbreak in Australia, I again am humbled and proud of our team and their dedication to do what is right. As part of our ambition for a better tomorrow we also recognise the role we play in creating a safe place for our team as well as our customers. This purpose has guided our response in supporting vaccination efforts where possible to protect our wider communities. A year driven by purpose14Delivering for our shareholdersOur busy agenda in F21 included the successful completion of a key milestone at the end of F21 with the demerger of Endeavour Group. We are confident that it will create value for shareholders with each business now able to focus on their core customer offering and new growth opportunities while continuing to benefit from a strong partnership.We also completed a number of investments to support our continued growth. This included our increased investment in Quantium and the completion of our strategic investment in PFD Food Services, a logical adjacency for the Group and our growing ecosystem. Woolworths Group has declared a final dividend of 55 cents per share bringing the full year dividend to 108 cents per share. Together with the H2 dividend that Endeavour Group is expected to pay, the combined dividend is broadly in line with the improvement in Woolworths Group NPAT before significant items of 22.9%. It is also pleasing to announce the return of $2 billion to shareholders by way of an off‑market buy‑back. Together with the final dividend, this is expected to return $1.1 billion of franking credits to shareholders. The ability to return this capital to our shareholders reflects the strength of our business and our solid balance sheet position which also provides sufficient capital to continue to invest in growth opportunities. Doing the right thingWe have made pleasing progress on our sustainability agenda in F21; however, we recognise there is still much to do to continue to have a positive impact on our wider communities. Across our pillars of People, Planet and Product there have been a number of achievements, including the recognition for our work to improve diversity and inclusion, the signing of our first renewable power purchase agreement, and initiatives to make being healthier easier for our customers with the launch of initiatives such as the online platform HealthyLife.We also recognised that we need to do more to listen and learn when it comes to our commitment to reconciliation. In April of this year the Group made the decision it would not proceed with the proposed Dan Murphy's store in Darwin following an independent review of the development which was commissioned by the Group in December. The report highlighted where we failed to meet our aspirations and standards in our purpose and values, and in doing so, has emboldened us to take meaningful steps forward which are consistent with our purpose and commitment to reconciliation.To reflect our commitment to our purpose and values, we have updated our remuneration incentives from F22 to include the Group’s reputation, which will be externally and independently measured. We considered this to be an important step to align our internal practices on meeting customers and community expectations in order to operate as a responsible corporate citizen. During the year, we made key executive appointments to provide more focus and structure for our commitment to always do the right thing. David Walker was appointed Chief Risk Officer and Alex Holt was appointed Chief Sustainability Officer to reflect the increasing focus in each area. Late last year my fellow directors and I were pleased to welcome Maxine Brenner to the Woolworths Group Board following the retirement of long‑standing board member, Jillian Broadbent. I have no doubt that Maxine’s skills and experience will add tremendous value as Chair of the Risk Committee and to the Woolworths Group Board. Looking aheadI would also like to personally extend my thanks to our team, especially those at the frontline of our operations as they continue to make sure customers have access to their essential needs.In conclusion, despite the uncertain operating environment ahead, I am excited about the next era for Woolworths Group. By focusing on our core businesses, investing in our supply chain, leveraging our strong partnerships and continuing to be guided by our purpose and values, we will continue to create value for all stakeholders while striving for a better tomorrow. Gordon Cairns CHAIRMANF21 Final Dividend55c 14.6% from F20F21 shareholder returns 2$1.3B1 Group before significant items.2 Based on payments during the year.Net profit after tax attributable to Woolworths Group shareholders 1$1,972M 22.9% from F2012345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202115CHAIRMAN’S REPORTOver the last 12 months we have remained committed to our purpose of being better together for a better tomorrow and have made significant progress in transforming our business for a new era of Woolworths Group. Our team also continues to operate with vigilance, great care and resilience as we manage the ongoing impacts of COVID. Since the escalation of the Delta outbreak in Australia, I again am humbled and proud of our team and their dedication to do what is right. As part of our ambition for a better tomorrow we also recognise the role we play in creating a safe place for our team as well as our customers. This purpose has guided our response in supporting vaccination efforts where possible to protect our wider communities. A year driven by purpose14Delivering for our shareholdersOur busy agenda in F21 included the successful completion of a key milestone at the end of F21 with the demerger of Endeavour Group. We are confident that it will create value for shareholders with each business now able to focus on their core customer offering and new growth opportunities while continuing to benefit from a strong partnership.We also completed a number of investments to support our continued growth. This included our increased investment in Quantium and the completion of our strategic investment in PFD Food Services, a logical adjacency for the Group and our growing ecosystem. Woolworths Group has declared a final dividend of 55 cents per share bringing the full year dividend to 108 cents per share. Together with the H2 dividend that Endeavour Group is expected to pay, the combined dividend is broadly in line with the improvement in Woolworths Group NPAT before significant items of 22.9%. It is also pleasing to announce the return of $2 billion to shareholders by way of an off‑market buy‑back. Together with the final dividend, this is expected to return $1.1 billion of franking credits to shareholders. The ability to return this capital to our shareholders reflects the strength of our business and our solid balance sheet position which also provides sufficient capital to continue to invest in growth opportunities. Doing the right thingWe have made pleasing progress on our sustainability agenda in F21; however, we recognise there is still much to do to continue to have a positive impact on our wider communities. Across our pillars of People, Planet and Product there have been a number of achievements, including the recognition for our work to improve diversity and inclusion, the signing of our first renewable power purchase agreement, and initiatives to make being healthier easier for our customers with the launch of initiatives such as the online platform HealthyLife.We also recognised that we need to do more to listen and learn when it comes to our commitment to reconciliation. In April of this year the Group made the decision it would not proceed with the proposed Dan Murphy's store in Darwin following an independent review of the development which was commissioned by the Group in December. The report highlighted where we failed to meet our aspirations and standards in our purpose and values, and in doing so, has emboldened us to take meaningful steps forward which are consistent with our purpose and commitment to reconciliation.To reflect our commitment to our purpose and values, we have updated our remuneration incentives from F22 to include the Group’s reputation, which will be externally and independently measured. We considered this to be an important step to align our internal practices on meeting customers and community expectations in order to operate as a responsible corporate citizen. During the year, we made key executive appointments to provide more focus and structure for our commitment to always do the right thing. David Walker was appointed Chief Risk Officer and Alex Holt was appointed Chief Sustainability Officer to reflect the increasing focus in each area. Late last year my fellow directors and I were pleased to welcome Maxine Brenner to the Woolworths Group Board following the retirement of long‑standing board member, Jillian Broadbent. I have no doubt that Maxine’s skills and experience will add tremendous value as Chair of the Risk Committee and to the Woolworths Group Board. Looking aheadI would also like to personally extend my thanks to our team, especially those at the frontline of our operations as they continue to make sure customers have access to their essential needs.In conclusion, despite the uncertain operating environment ahead, I am excited about the next era for Woolworths Group. By focusing on our core businesses, investing in our supply chain, leveraging our strong partnerships and continuing to be guided by our purpose and values, we will continue to create value for all stakeholders while striving for a better tomorrow. Gordon Cairns CHAIRMANF21 Final Dividend55c 14.6% from F20F21 shareholder returns 2$1.3B1 Group before significant items.2 Based on payments during the year.Net profit after tax attributable to Woolworths Group shareholders 1$1,972M 22.9% from F2012345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 20211517
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We have also made good progress
season. In H2, sales declined 5.5% as the
We acknowledge the environmental
during the year building out the
business cycled New Zealand’s restrictive
impact of our business and we continue
Group’s ecosystem through a series
lockdown period. EBIT for the year
to focus on reducing our footprint with
of strategic partnerships, investments
declined by 4.6% reflecting lower sales.
the installation of solar panels in over
focus on digital and eCommerce and
We remain committed to resolving
and new businesses. In June, we
completed our strategic investment
in PFD Food Services to expand our
food offering into new markets. We
know how important leveraging data
and analytics is in the retail industry
of the future, so we’ve increased our
ownership of Quantium and created
a partnership called Q‑Retail to
accelerate our advanced analytics
capabilities. We’ve also established
a number of new businesses, including
Greenstock, Wpay and HealthyLife to
provide greater value to our customers
and meet their changing needs.
We are also continuing to invest in our
supply chain transformation which
will deliver the capacity and capability
needed to support future growth. In F21
we opened Melbourne Fresh DC, as well
as commenced work on the Moorebank
NDC. This multi‑year transformation
will enable expanded range and better
availability for our customers, as well
as ensuring faster, fresher and more
efficient deliveries to our stores and
through our supply chain.
Business performance
The Group’s trading performance in F21
was strong with sales growth of 5.7%
and Group EBIT1 increasing by 13.7%.
In Australian Food, H1 saw strong sales
growth as a result of our successful
Disney+ Ooshies and glass container
campaigns and elevated demand due
to lockdowns, whereas H2 sales were
impacted by cycling COVID in the
final four months of the year. Full year
Australian Food sales increased by
5.4%, with EBIT 1 increasing by 9.0%.
Our WooliesX digital and eCommerce
business had another year of
exceptional growth, with eCommerce
sales increasing by 74.7% compared
to the prior year. To meet customer
demand, we continued to scale up
our convenience propositions with
an expanded range of Home Delivery
and Pick up options.
In New Zealand Food, sales growth in
H1 was impacted by low market growth,
particularly during the summer tourist
1 Before significant items.
BIG W’s momentum continued with
another strong year of improved
customer scores, strong sales growth
of 11.6% and EBIT increasing over
300% in the year to $172 million. H2
sales growth moderated as expected
but remained positive with an increased
providing customers with safe and
convenient shopping options.
Working towards
a better tomorrow
Right from the start of COVID, we have
prioritised being COVIDSafe and this
has continued in F21. We’ve partnered
with the Federal Government and other
food retailers, to establish pop‑up
vaccination clinics at our food‑related
distribution centres, as well as
increasing access to vaccines for our
store teams, who are critical to ensure
a stable supply of food and everyday
needs for our customers. No team
member should have to choose
between their health and their pay,
particularly as we know vaccination will
make shopping safer for our teams and
customers, and we have revised our
vaccination leave policy to reflect this.
Operating sustainably is not only
important to our customers, but
it’s increasingly intrinsic to our
business and the way we operate.
Setting ambitious and measurable
sustainability goals as part of our
Sustainability Plan 2025 launched in
November last year will help us to play
our part in making the world a better
place for a better tomorrow.
Our people are the core of our business
and we’re continuing to focus on our
holistic diversity and inclusion agenda,
with more work to be done in F22. I’m
proud that our strong diversity has been
recognised and celebrated through
a number of external awards, including
the WGEA Employer of Choice for
gender equality citation and AWEI
gold tier status for LGBTQ+ inclusion
for the fourth consecutive year.
190 Woolworths Group sites. We also
signed our first power purchase
agreement in NSW in F21 as we
transition to 100% renewable energy by
2025. We’re also making good progress
on both eliminating food waste and
reducing plastic across our products.
the salaried team underpayments
announced in 2019. To date, more
than $350 million has been paid
to current and former salaried
team members. During the year,
we launched a program to enhance
our pay process integrity and to help
ensure it doesn’t happen again.
F22 Outlook
COVID, particularly the
Delta variant, will continue
to challenge our business
and community in F22.
While it’s difficult to predict
the environment we’ll be
operating in over the next
12 months with any certainty,
we know that operating
COVIDSafe is our priority.
I am confident that we have
the right foundations in
place to continue to deliver
value for our customers,
teams, communities
and shareholders.
Brad Banducci
CHIEF EXECUTIVE OFFICER
As we continue to be challenged by COVID, in particular the Delta variant, I’m extremely proud of all of our team for their resilience as they continue to demonstrate real care for each other and our customers. We remain committed to operating COVIDSafe and ensuring we are doing the right thing for our team, customers and communities and by leading the way to make shopping safer. Building a strong foundation for the new eraWe know that the retail industry continues to change rapidly, and we are committed to changing with it. In F20 we outlined plans to transform Woolworths Group into a more focused food and everyday needs ecosystem by building partnerships and delivering adjacent services for our customers, and we have made good progress in F21. At the end of the year we farewelled our Endeavour Group colleagues as the multi‑year journey to separate Endeavour Group was completed through a demerger. While this was a bittersweet moment, we’re confident that the demerger will deliver value for Woolworths Group and Endeavour Group shareholders. I’d like to take this opportunity to acknowledge and thank the many team members of Endeavour Group who have contributed to our success and I look forward to the next stage of our journey together as partners for many years to come. New era for Woolworths GroupCEO’S REPORT16
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We have also made good progress
during the year building out the
Group’s ecosystem through a series
of strategic partnerships, investments
and new businesses. In June, we
completed our strategic investment
in PFD Food Services to expand our
food offering into new markets. We
know how important leveraging data
and analytics is in the retail industry
of the future, so we’ve increased our
ownership of Quantium and created
a partnership called Q‑Retail to
accelerate our advanced analytics
capabilities. We’ve also established
a number of new businesses, including
Greenstock, Wpay and HealthyLife to
provide greater value to our customers
and meet their changing needs.
We are also continuing to invest in our
supply chain transformation which
will deliver the capacity and capability
needed to support future growth. In F21
we opened Melbourne Fresh DC, as well
as commenced work on the Moorebank
NDC. This multi‑year transformation
will enable expanded range and better
availability for our customers, as well
as ensuring faster, fresher and more
efficient deliveries to our stores and
through our supply chain.
Business performance
The Group’s trading performance in F21
was strong with sales growth of 5.7%
and Group EBIT1 increasing by 13.7%.
In Australian Food, H1 saw strong sales
growth as a result of our successful
Disney+ Ooshies and glass container
campaigns and elevated demand due
to lockdowns, whereas H2 sales were
impacted by cycling COVID in the
final four months of the year. Full year
Australian Food sales increased by
5.4%, with EBIT 1 increasing by 9.0%.
Our WooliesX digital and eCommerce
business had another year of
exceptional growth, with eCommerce
sales increasing by 74.7% compared
to the prior year. To meet customer
demand, we continued to scale up
our convenience propositions with
an expanded range of Home Delivery
and Pick up options.
In New Zealand Food, sales growth in
H1 was impacted by low market growth,
particularly during the summer tourist
1 Before significant items.
season. In H2, sales declined 5.5% as the
business cycled New Zealand’s restrictive
lockdown period. EBIT for the year
declined by 4.6% reflecting lower sales.
BIG W’s momentum continued with
another strong year of improved
customer scores, strong sales growth
of 11.6% and EBIT increasing over
300% in the year to $172 million. H2
sales growth moderated as expected
but remained positive with an increased
focus on digital and eCommerce and
providing customers with safe and
convenient shopping options.
Working towards
a better tomorrow
Right from the start of COVID, we have
prioritised being COVIDSafe and this
has continued in F21. We’ve partnered
with the Federal Government and other
food retailers, to establish pop‑up
vaccination clinics at our food‑related
distribution centres, as well as
increasing access to vaccines for our
store teams, who are critical to ensure
a stable supply of food and everyday
needs for our customers. No team
member should have to choose
between their health and their pay,
particularly as we know vaccination will
make shopping safer for our teams and
customers, and we have revised our
vaccination leave policy to reflect this.
Operating sustainably is not only
important to our customers, but
it’s increasingly intrinsic to our
business and the way we operate.
Setting ambitious and measurable
sustainability goals as part of our
Sustainability Plan 2025 launched in
November last year will help us to play
our part in making the world a better
place for a better tomorrow.
Our people are the core of our business
and we’re continuing to focus on our
holistic diversity and inclusion agenda,
with more work to be done in F22. I’m
proud that our strong diversity has been
recognised and celebrated through
a number of external awards, including
the WGEA Employer of Choice for
gender equality citation and AWEI
gold tier status for LGBTQ+ inclusion
for the fourth consecutive year.
We acknowledge the environmental
impact of our business and we continue
to focus on reducing our footprint with
the installation of solar panels in over
190 Woolworths Group sites. We also
signed our first power purchase
agreement in NSW in F21 as we
transition to 100% renewable energy by
2025. We’re also making good progress
on both eliminating food waste and
reducing plastic across our products.
We remain committed to resolving
the salaried team underpayments
announced in 2019. To date, more
than $350 million has been paid
to current and former salaried
team members. During the year,
we launched a program to enhance
our pay process integrity and to help
ensure it doesn’t happen again.
F22 Outlook
COVID, particularly the
Delta variant, will continue
to challenge our business
and community in F22.
While it’s difficult to predict
the environment we’ll be
operating in over the next
12 months with any certainty,
we know that operating
COVIDSafe is our priority.
I am confident that we have
the right foundations in
place to continue to deliver
value for our customers,
teams, communities
and shareholders.
Brad Banducci
CHIEF EXECUTIVE OFFICER
As we continue to be challenged by COVID, in particular the Delta variant, I’m extremely proud of all of our team for their resilience as they continue to demonstrate real care for each other and our customers. We remain committed to operating COVIDSafe and ensuring we are doing the right thing for our team, customers and communities and by leading the way to make shopping safer. Building a strong foundation for the new eraWe know that the retail industry continues to change rapidly, and we are committed to changing with it. In F20 we outlined plans to transform Woolworths Group into a more focused food and everyday needs ecosystem by building partnerships and delivering adjacent services for our customers, and we have made good progress in F21. At the end of the year we farewelled our Endeavour Group colleagues as the multi‑year journey to separate Endeavour Group was completed through a demerger. While this was a bittersweet moment, we’re confident that the demerger will deliver value for Woolworths Group and Endeavour Group shareholders. I’d like to take this opportunity to acknowledge and thank the many team members of Endeavour Group who have contributed to our success and I look forward to the next stage of our journey together as partners for many years to come. New era for Woolworths GroupCEO’S REPORT16
Group Financial PerformanceF21 was a significant year in the history of Woolworths Group following the successful separation of Endeavour Group at the end of June. We also made progress in laying the foundations for the new Woolworths Group, a more focused food and everyday needs ecosystem with a customer 1st team 1st culture at its core, and enabled by data and technology. The Group’s F21 trading performance was strong with sales growth of 5.7%, and EBIT growth of 13.7% despite H2 EBIT growth in some businesses being impacted by cycling COVID from late February in the prior year.Group sales$67,278M 5.7% from F20Sales from continuing operations increased 4.9% with strong full year sales growth for Australian Food and BIG W, particularly in H1, somewhat offset by lower sales from New Zealand Food. Total Group sales increased by 5.7%, aided by growth of 9.3% from Endeavour Group.Group eCommerce sales$5,602M 58.1% from F20Group eCommerce sales increased by 58.1%. Continuing operations eCommerce sales increased 63.3% with penetration on the same basis increasing 3 pts to 8.5% of sales. Average weekly traffic to Group digital assets from continuing operations also increased materially with 17.2 million visits per week during F21.Gross profit as a % of sales 129.3% 44 bps from F20Gross profit increases across the Group reflected stock loss improvements, favourable product mix changes, fewer markdowns and less clearance activity.Significant items before tax $59MSignificant items reflect costs associated with the supply chain network review, Metro Food Stores asset impairment, gain on previously held equity interest in Quantium and transaction costs.Finance costs 2 $613M 8.5% from F20Finance costs declined on the prior year due to lower non‑lease interest expense as a result of lower average net debt and lower borrowing costs.NPAT from continuing operations attributable to equity holders of the parent entity 1$1,504M 20.1% from F20 NPAT from continuing operations increased on the prior year reflecting the increase in EBIT and a reduction in finance costs.1 Continuing operations before significant items.2 Group before significant items.Group EBIT 2$3,663M 13.7% from F20Group EBIT increased by 13.7% to $3,663 million driven by a 9% increase from Australia Food, an increase of over 300% from BIG W and a 22.6% increase from Endeavour Group. EBIT from continuing operations before significant items increased 11.1%.Cost of doing business as a % of sales 124.4% 16 bps from F20Cost of doing business (CODB) % increased by 16 bps driven by higher CODB (%) in New Zealand and a higher contribution from BIG W to the Group total which has a higher‑than‑average CODB (%).18F21 sales summary ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operationsAustralian Food44,44142,1515.4%New Zealand Food6,6526,823(2.5)%New Zealand Food (NZD)7,1467,192(0.6)%BIG W4,5834,10611.6%Other18–n.m.Sales from continuing operations55,69453,0804.9%Discontinued operationsEndeavour Drinks10,1679,2759.6%Hotels1,4171,3207.3%Sales from discontinued operations11,58410,5959.3%Total Group sales (including eCommerce)67,27863,6755.7%Continuing operations eCommerce sales4,7432,90563.3%Discontinued operations eCommerce sales85963734.7%Group eCommerce sales5,6023,54258.1%Continuing operations eCommerce sales penetration (%)8.5%5.5%304 bpsContinuing operations – average weekly traffic to Group digital assets (million)17.212.240.5%F21 EBIT summary ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operations before significant itemsAustralian Food2,4322,2329.0%New Zealand Food336358(6.4)%New Zealand Food (NZD)361378(4.6)%BIG W17239344.9%Group(176)(144)23.6%EBIT from continuing operations before significant items2,7642,48511.1%Discontinued operationsEndeavour Drinks66956917.7%Hotels26117251.7%Endeavour Group costs(31)(7)n.m.EBIT from discontinued operations before significant items89973422.6%Group EBIT before significant items3,6633,21913.7%Significant items59(591)n.m.Group EBIT 3,7222,62841.6%12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202119Group Financial PerformanceF21 was a significant year in the history of Woolworths Group following the successful separation of Endeavour Group at the end of June. We also made progress in laying the foundations for the new Woolworths Group, a more focused food and everyday needs ecosystem with a customer 1st team 1st culture at its core, and enabled by data and technology. The Group’s F21 trading performance was strong with sales growth of 5.7%, and EBIT growth of 13.7% despite H2 EBIT growth in some businesses being impacted by cycling COVID from late February in the prior year.Group sales$67,278M 5.7% from F20Sales from continuing operations increased 4.9% with strong full year sales growth for Australian Food and BIG W, particularly in H1, somewhat offset by lower sales from New Zealand Food. Total Group sales increased by 5.7%, aided by growth of 9.3% from Endeavour Group.Group eCommerce sales$5,602M 58.1% from F20Group eCommerce sales increased by 58.1%. Continuing operations eCommerce sales increased 63.3% with penetration on the same basis increasing 3 pts to 8.5% of sales. Average weekly traffic to Group digital assets from continuing operations also increased materially with 17.2 million visits per week during F21.Gross profit as a % of sales 129.3% 44 bps from F20Gross profit increases across the Group reflected stock loss improvements, favourable product mix changes, fewer markdowns and less clearance activity.Significant items before tax $59MSignificant items reflect costs associated with the supply chain network review, Metro Food Stores asset impairment, gain on previously held equity interest in Quantium and transaction costs.Finance costs 2 $613M 8.5% from F20Finance costs declined on the prior year due to lower non‑lease interest expense as a result of lower average net debt and lower borrowing costs.NPAT from continuing operations attributable to equity holders of the parent entity 1$1,504M 20.1% from F20 NPAT from continuing operations increased on the prior year reflecting the increase in EBIT and a reduction in finance costs.1 Continuing operations before significant items.2 Group before significant items.Group EBIT 2$3,663M 13.7% from F20Group EBIT increased by 13.7% to $3,663 million driven by a 9% increase from Australia Food, an increase of over 300% from BIG W and a 22.6% increase from Endeavour Group. EBIT from continuing operations before significant items increased 11.1%.Cost of doing business as a % of sales 124.4% 16 bps from F20Cost of doing business (CODB) % increased by 16 bps driven by higher CODB (%) in New Zealand and a higher contribution from BIG W to the Group total which has a higher‑than‑average CODB (%).18F21 sales summary ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operationsAustralian Food44,44142,1515.4%New Zealand Food6,6526,823(2.5)%New Zealand Food (NZD)7,1467,192(0.6)%BIG W4,5834,10611.6%Other18–n.m.Sales from continuing operations55,69453,0804.9%Discontinued operationsEndeavour Drinks10,1679,2759.6%Hotels1,4171,3207.3%Sales from discontinued operations11,58410,5959.3%Total Group sales (including eCommerce)67,27863,6755.7%Continuing operations eCommerce sales4,7432,90563.3%Discontinued operations eCommerce sales85963734.7%Group eCommerce sales5,6023,54258.1%Continuing operations eCommerce sales penetration (%)8.5%5.5%304 bpsContinuing operations – average weekly traffic to Group digital assets (million)17.212.240.5%F21 EBIT summary ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operations before significant itemsAustralian Food2,4322,2329.0%New Zealand Food336358(6.4)%New Zealand Food (NZD)361378(4.6)%BIG W17239344.9%Group(176)(144)23.6%EBIT from continuing operations before significant items2,7642,48511.1%Discontinued operationsEndeavour Drinks66956917.7%Hotels26117251.7%Endeavour Group costs(31)(7)n.m.EBIT from discontinued operations before significant items89973422.6%Group EBIT before significant items3,6633,21913.7%Significant items59(591)n.m.Group EBIT 3,7222,62841.6%12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202119Margins – continuing operations F21(52 WEEKS)F20(52 WEEKS)CHANGEGross profit (%)29.328.944 bpsCost of doing business (CODB) (%)24.424.216 bpsEBIT (%)5.04.728 bpsEarnings per share and dividends F21(52 WEEKS)F20(52 WEEKS)CHANGEWeighted average ordinary shares on issue (million)1,256.91,257.9(0.1)%Total Group basic EPS (cents) before significant items156.9127.523.0%Total Group basic EPS (cents) after significant items165.092.777.9%Total Group diluted EPS (cents) after significant items164.292.278.2%Basic EPS (cents) – from continuing operations before significant items119.699.520.2%Basic EPS (cents) – from continuing operations after significant items127.773.972.8%Diluted EPS (cents) – from continuing operations before significant items119.198.920.4%Diluted EPS (cents) – from continuing operations after significant items127.173.573.0%Interim dividend per share (cents)534615.2%Final dividend per share 1,2 (cents)554814.6%Total dividend per share 21089414.9%1 The 2021 final dividend payable on or around 8 October 2021 will be fully franked.2 Dividend excludes H2 dividend declared by Endeavour Group. Including Endeavour Group H2 dividend, total dividend per share is broadly consistent with Group NPAT before significant items growth.GroupNet Group costs were $176 million, an increase of $32 million from $144 million in F20. Group costs in F20 have been restated to exclude $7 million related to Endeavour Group. F21 Group costs included COVID-related costs of $28 million, the cost of additional risk and payroll remediation resources, and higher insurance costs. For F22, Group costs will include Woolworths Group’s equity accounted contribution from its 14.6% investment in Endeavour Group. Excluding this contribution, Group costs in F22 are expected to be approximately $175 million. Group Profit or Loss for the 52 weeks ended 27 June 2021 ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operations before significant itemsEBITDA4,8434,4538.7%Depreciation and amortisation (2,079)(1,968)5.5%EBIT2,7642,48511.1%Finance costs(613)(671)(8.5)%Income tax expense(647)(555)16.5%NPAT1,5041,25919.2%Non-controlling interests–(10)n.m.NPAT from continuing operations attributable to equity holders of the parent entity before significant items1,5041,24920.1%Significant items from continuing operations after tax 102(321)n.m.NPAT from discontinued operations attributable to equity holders of the parent entity after significant items46823798.0%NPAT attributable to equity holders of the parent entity after significant items2,0741,16577.8%GROUP FINANCIAL PERFORMANCE20Group balance sheet as at 27 June 2021($ MILLION)REPORTED27 JUNE 2021NORMALISED27 JUNE 2021 1REPORTED28 JUNE 2020NORMALISED CHANGEInventories3,1324,3454,434(89)Trade payables(4,832)(5,721)(5,843)122Net investment in inventory(1,700)(1,376)(1,409)33Trade and other receivables78294189447Other creditors, provisions, and other liabilities (4,008)(4,632)(4,516)(116)Demerger distribution liability(7,870)(7,870)–(7,870)Fixed assets, investments, loans to related parties and convertible notes7,6059,5818,953628Net assets held for sale and distribution5,728198333(135)Intangible assets4,6718,5167,717799Lease assets9,55312,67012,062608Other assets128128136(8)Total funds employed14,88918,15624,170(6,014)Net tax balances1,119851992(141)Net assets employed16,00819,00725,162(6,155)Cash and borrowings(1,863)(1,430)(1,863)433Derivatives––464(464)Net debt (excluding lease liabilities)(1,863)(1,430)(1,399)(31)Lease liabilities(12,016)(15,445)(14,728)(717)Total net debt (13,879)(16,875)(16,127)(748)Put option over non-controlling interest(390)(393)(3)(390)Net assets1,7391,7399,032(7,293)Non-controlling interests36036029070Shareholders' equity1,3791,3798,742(7,363)Total equity1,7391,7399,032(7,293)Key ratios – Group before significant itemsClosing inventory days (based on cost of sales)33.535.8(2.3)Closing trade payable days (based on cost of sales)(44.2)(47.2)3.0Normalised ROFE 215.113.7143 bps1 Normalised to include the Endeavour Group balances transferred to assets or liabilities held for distribution.2 F21 closing funds employed included in the ROFE calculation excludes the $7,870 million demerger distribution liability. The normalised balance sheet as at 27 June 2021 does not include the impact of transferring the Endeavour Group balances to assets or liabilities held for distribution. To aid comparability, all balance sheet commentary provided compares the F21 normalised closing balance sheet to F20. Closing inventory of $4,345 million decreased by $89 million compared to F20, mainly due to normalised inventory levels in the Food businesses following an inventory build in F20. This was partially offset by a rebuild of inventory in BIG W. Closing inventory days were 2.3 days lower and average inventory days from continuing operations declined by 0.5 days on the prior year reflecting strong sales momentum in F21.Trade payables of $5,721 million decreased by $122 million compared to F20, primarily due to decreased volume replenishments of COVID contingency stock compared to the prior year, particularly in Q4 together with shorter payment terms for smaller suppliers. A demerger distribution liability of $7,870 million reflects the fair value of the demerger distribution payable to shareholders following the approval of the demerger resolutions for Endeavour Group in June 2021. Fixed assets, investments, loans provided to related parties and convertible notes of $9,581 million increased by $628 million mainly due to additions reflecting investment in new stores, property development, refurbishments of existing stores, investment in eCommerce and digital, IT infrastructure and acquisitions of businesses. Lease assets of $12,670 million increased by $608 million primarily driven by lease remeasurements of $1,253 million and lease additions of $537 million, partially offset by lease depreciation of $1,228 million. Total funds employed decreased $6,014 million, largely driven by the $7,870 million demerger distribution payable to shareholders as a result of the Endeavour Group demerger, partially offset by a $799 million increase in intangible assets due to the acquisition of Quantium and software additions. Lease liabilities of $15,445 million increased by $717 million, primarily driven by commencement of new leases of $556 million, remeasurements during the period of $1,242 million and interest of $687 million, partially offset by $1,845 million of payments made in the period.Net assets of $1,739 million includes a $390 million put option liability over the non-controlling interest in Quantium. The liability reflects the amount expected to be paid at the exercise of the put option.Group ROFE was 15.1%, 143 bps higher than F20. ROFE increased for all businesses reflecting EBIT growth well above increases in funds employed other than New Zealand Food. Closing funds employed used for the Group ROFE calculation has been adjusted to remove the impact of the demerger distribution liability which has resulted in a temporary reduction in funds employed at year end. Shareholders' equity of $1,379 million decreased by $7,363 million mainly due to the recognition of the demerger distribution liability of $7,870 million recognised in reserves and share capital. As discussed below, this timing impact will reverse in F22 and shareholders’ equity will increase when the gain on the demerger of Endeavour Group of approximately $6.4 billion is recognised in Q1 F22. 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202121Margins – continuing operations F21(52 WEEKS)F20(52 WEEKS)CHANGEGross profit (%)29.328.944 bpsCost of doing business (CODB) (%)24.424.216 bpsEBIT (%)5.04.728 bpsEarnings per share and dividends F21(52 WEEKS)F20(52 WEEKS)CHANGEWeighted average ordinary shares on issue (million)1,256.91,257.9(0.1)%Total Group basic EPS (cents) before significant items156.9127.523.0%Total Group basic EPS (cents) after significant items165.092.777.9%Total Group diluted EPS (cents) after significant items164.292.278.2%Basic EPS (cents) – from continuing operations before significant items119.699.520.2%Basic EPS (cents) – from continuing operations after significant items127.773.972.8%Diluted EPS (cents) – from continuing operations before significant items119.198.920.4%Diluted EPS (cents) – from continuing operations after significant items127.173.573.0%Interim dividend per share (cents)534615.2%Final dividend per share 1,2 (cents)554814.6%Total dividend per share 21089414.9%1 The 2021 final dividend payable on or around 8 October 2021 will be fully franked.2 Dividend excludes H2 dividend declared by Endeavour Group. Including Endeavour Group H2 dividend, total dividend per share is broadly consistent with Group NPAT before significant items growth.GroupNet Group costs were $176 million, an increase of $32 million from $144 million in F20. Group costs in F20 have been restated to exclude $7 million related to Endeavour Group. F21 Group costs included COVID-related costs of $28 million, the cost of additional risk and payroll remediation resources, and higher insurance costs. For F22, Group costs will include Woolworths Group’s equity accounted contribution from its 14.6% investment in Endeavour Group. Excluding this contribution, Group costs in F22 are expected to be approximately $175 million. Group Profit or Loss for the 52 weeks ended 27 June 2021 ($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEContinuing operations before significant itemsEBITDA4,8434,4538.7%Depreciation and amortisation (2,079)(1,968)5.5%EBIT2,7642,48511.1%Finance costs(613)(671)(8.5)%Income tax expense(647)(555)16.5%NPAT1,5041,25919.2%Non-controlling interests–(10)n.m.NPAT from continuing operations attributable to equity holders of the parent entity before significant items1,5041,24920.1%Significant items from continuing operations after tax 102(321)n.m.NPAT from discontinued operations attributable to equity holders of the parent entity after significant items46823798.0%NPAT attributable to equity holders of the parent entity after significant items2,0741,16577.8%GROUP FINANCIAL PERFORMANCE20Group balance sheet as at 27 June 2021($ MILLION)REPORTED27 JUNE 2021NORMALISED27 JUNE 2021 1REPORTED28 JUNE 2020NORMALISED CHANGEInventories3,1324,3454,434(89)Trade payables(4,832)(5,721)(5,843)122Net investment in inventory(1,700)(1,376)(1,409)33Trade and other receivables78294189447Other creditors, provisions, and other liabilities (4,008)(4,632)(4,516)(116)Demerger distribution liability(7,870)(7,870)–(7,870)Fixed assets, investments, loans to related parties and convertible notes7,6059,5818,953628Net assets held for sale and distribution5,728198333(135)Intangible assets4,6718,5167,717799Lease assets9,55312,67012,062608Other assets128128136(8)Total funds employed14,88918,15624,170(6,014)Net tax balances1,119851992(141)Net assets employed16,00819,00725,162(6,155)Cash and borrowings(1,863)(1,430)(1,863)433Derivatives––464(464)Net debt (excluding lease liabilities)(1,863)(1,430)(1,399)(31)Lease liabilities(12,016)(15,445)(14,728)(717)Total net debt (13,879)(16,875)(16,127)(748)Put option over non-controlling interest(390)(393)(3)(390)Net assets1,7391,7399,032(7,293)Non-controlling interests36036029070Shareholders' equity1,3791,3798,742(7,363)Total equity1,7391,7399,032(7,293)Key ratios – Group before significant itemsClosing inventory days (based on cost of sales)33.535.8(2.3)Closing trade payable days (based on cost of sales)(44.2)(47.2)3.0Normalised ROFE 215.113.7143 bps1 Normalised to include the Endeavour Group balances transferred to assets or liabilities held for distribution.2 F21 closing funds employed included in the ROFE calculation excludes the $7,870 million demerger distribution liability. The normalised balance sheet as at 27 June 2021 does not include the impact of transferring the Endeavour Group balances to assets or liabilities held for distribution. To aid comparability, all balance sheet commentary provided compares the F21 normalised closing balance sheet to F20. Closing inventory of $4,345 million decreased by $89 million compared to F20, mainly due to normalised inventory levels in the Food businesses following an inventory build in F20. This was partially offset by a rebuild of inventory in BIG W. Closing inventory days were 2.3 days lower and average inventory days from continuing operations declined by 0.5 days on the prior year reflecting strong sales momentum in F21.Trade payables of $5,721 million decreased by $122 million compared to F20, primarily due to decreased volume replenishments of COVID contingency stock compared to the prior year, particularly in Q4 together with shorter payment terms for smaller suppliers. A demerger distribution liability of $7,870 million reflects the fair value of the demerger distribution payable to shareholders following the approval of the demerger resolutions for Endeavour Group in June 2021. Fixed assets, investments, loans provided to related parties and convertible notes of $9,581 million increased by $628 million mainly due to additions reflecting investment in new stores, property development, refurbishments of existing stores, investment in eCommerce and digital, IT infrastructure and acquisitions of businesses. Lease assets of $12,670 million increased by $608 million primarily driven by lease remeasurements of $1,253 million and lease additions of $537 million, partially offset by lease depreciation of $1,228 million. Total funds employed decreased $6,014 million, largely driven by the $7,870 million demerger distribution payable to shareholders as a result of the Endeavour Group demerger, partially offset by a $799 million increase in intangible assets due to the acquisition of Quantium and software additions. Lease liabilities of $15,445 million increased by $717 million, primarily driven by commencement of new leases of $556 million, remeasurements during the period of $1,242 million and interest of $687 million, partially offset by $1,845 million of payments made in the period.Net assets of $1,739 million includes a $390 million put option liability over the non-controlling interest in Quantium. The liability reflects the amount expected to be paid at the exercise of the put option.Group ROFE was 15.1%, 143 bps higher than F20. ROFE increased for all businesses reflecting EBIT growth well above increases in funds employed other than New Zealand Food. Closing funds employed used for the Group ROFE calculation has been adjusted to remove the impact of the demerger distribution liability which has resulted in a temporary reduction in funds employed at year end. Shareholders' equity of $1,379 million decreased by $7,363 million mainly due to the recognition of the demerger distribution liability of $7,870 million recognised in reserves and share capital. As discussed below, this timing impact will reverse in F22 and shareholders’ equity will increase when the gain on the demerger of Endeavour Group of approximately $6.4 billion is recognised in Q1 F22. 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202121Group cash flows for the 52 weeks ended 27 June 2021($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEEBITDA – continuing operations4,8434,4538.7%EBITDA – discontinued operations1,4281,22416.7%Significant items59(591)n.m.Group EBITDA6,3305,08624.4%Decrease/(increase) in inventories103(152)n.m.(Decrease)/increase in trade payables(115)632n.m.(Decrease)/increase in provisions(183)223n.m.Net change in other working capital and non-cash27278(88.9)%Cash from operating activities before interest and tax6,1626,0671.7%Interest paid – leases(687)(701)(1.7)%Net interest paid – non-leases(113)(155)(26.9)%Tax paid(738)(650)13.5%Total cash provided by operating activities4,6244,5611.4%Proceeds from the sale of property, plant and equipment, subsidiaries and investments, net of cash disposed40829538.8%Payments for the purchase of property, plant and equipment and intangible assets(2,389)(2,149)11.3%Other (219)(91)139.7%Total cash used in investing activities(2,200)(1,945)13.1%Repayment of lease liabilities(1,158)(1,066)8.7%Dividends paid (including to non-controlling interests)(1,154)(1,199)(3.8)%Payments for shares held in trust(177)(102)74.0%Free cash flow after equity and lease related financing activities(65)249n.m.Cash flow from operating activities before interest and tax was $6,162 million, an increase of $95 million or 1.7% on the prior year. The increase in Group EBITDA of $1,244 million was largely offset by outflows from working capital and non-cash movements compared to inflows in the prior year. The increase in EBITDA reflects higher trading EBITDA from continuing and discontinued operations as well as a gain on significant items in F21 compared to a loss on significant items in F20. Increase in trade payables was unusually high in F20 due to creditor payment timing and high trade payables due to increased COVID-related stock replenishments. In F21, movement in payables was lower due to lower Q4 inventory replenishments, and inventory optimisation initiatives. In F21, decrease in provisions of $183 million was due to ongoing progress and cash payments for salaried team member remediation resulting in a lower provision balance compared to the prior year. Net interest paid (non-leases) decreased by 26.9% reflecting lower net debt during the year and lower borrowing costs.Tax paid increased 13.5% due to higher tax instalments on higher profits in F21 and stamp duty payable on the Endeavour Group demerger.Cash used in investing activities was $2,200 million, an increase of $255 million or 13.1% above the prior year. The increase was primarily due to the Group acquiring a controlling interest in Quantium for $169 million (net of cash acquired), and increased investment in eCommerce, IT and digital projects, partially offset by higher proceeds on property sales. Repayment of lease liabilities increased by 8.7% reflecting lease additions and lease remeasurements.The Group cash realisation ratio was 97.4% (F20: 124.4%), primarily due to the cash payment of salaried team member remediation.GROUP FINANCIAL PERFORMANCE22Non‑IFRS Financial Information The 2021 Annual Report for the 52 weeks ended 27 June 2021 contains certain non-IFRS financial measures of historical financial performance, balance sheet or cash flows. Non-IFRS financial measures are financial measures other than those defined or specified under all relevant accounting standards and may not be directly comparable with other companies’ measures but are common practice in the industry in which Woolworths Group operates. Non-IFRS financial information should be considered in addition to, and is not intended to be a substitute for, or more important than, IFRS measures. The presentation of non-IFRS measures is in line with Regulatory Guide 230 issued by the Australian Security and Investments Commission in December 2011 to promote full and clear disclosure for investors and other users of financial information and minimise the possibility of being misled by such information. These measures are used by management and the directors as the primary measures of assessing the financial performance of the Group and individual segments. The directors also believe that these non-IFRS measures assist in providing additional meaningful information on the underlying drivers of the business, performance and trends, as well as the financial position of the Woolworths Group. Non-IFRS financial measures are also used to enhance the comparability of information between reporting periods (such as comparable sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding the Woolworths Group’s performance. Consequently, non-IFRS measures are used by the directors and management for performance analysis, planning, reporting and incentive setting purposes and have remained consistent with the prior year. Non-IFRS measures are not subject to audit or review. Capital managementCapital management objectivesThe Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business at an optimised weighted average cost of capital. The Group returns capital to shareholders when consistent with its long-term capital structure objectives and will enhance shareholder value.The Group remains committed to solid investment grade credit ratings and several actions can be undertaken, if required, to support the credit profile. This includes the sale of non-core assets, further working capital initiatives, and adjusting growth capital expenditure and the property leasing profile. The Group’s credit ratings 1 are BBB (stable outlook) from S&P and Baa2 (stable outlook) from Moody’s.Financing events during 2021In September 2020, the $654 million US Senior Notes matured. In November 2020, the $229 million European Medium Term Notes also matured. The Group refinanced these maturities with a $1 billion domestic Medium Term Note issuance in May 2020.In December 2020, the Group entered into a $384 million bank guarantee facility and into $398 million direct surety bond facilities to support the Group’s workers' compensation obligations as a self-insurer. These transactions refinanced the Group’s $500 million bank guarantee facility, which matured in January 2021.In April 2021, the $424 million US Senior Notes were repaid with existing surplus cash and bank facilities. Upcoming maturities and transactionsSubject to market conditions, the Group is intending to launch a debt capital markets transaction (total value approximately $1.5 billion) where the proceeds will be used for general corporate purposes, including the long-term funding of the Group’s increased investment in Quantium, the acquisition of PFD, and represents an opportunity to secure long-term, low-cost debt and reduce the Group’s overall cost of debt and weighted average cost of capital.Off‑market buy‑backOn 26 August 2021, the Group announced a capital return of $2 billion to shareholders by way of an off-market buy-back. The buy-back is expected to return approximately $840 million of franking credits to shareholders. For more information, please visit www.woolworthsgroup.com.au/buyback1 These credit ratings have been issued by a credit rating agency which holds an Australian Financial Services Licence with an authorisation to issue credit ratings to wholesale clients only and are for the benefit of the Group’s debt providers.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202123Group cash flows for the 52 weeks ended 27 June 2021($ MILLION)F21(52 WEEKS)F20(52 WEEKS)CHANGEEBITDA – continuing operations4,8434,4538.7%EBITDA – discontinued operations1,4281,22416.7%Significant items59(591)n.m.Group EBITDA6,3305,08624.4%Decrease/(increase) in inventories103(152)n.m.(Decrease)/increase in trade payables(115)632n.m.(Decrease)/increase in provisions(183)223n.m.Net change in other working capital and non-cash27278(88.9)%Cash from operating activities before interest and tax6,1626,0671.7%Interest paid – leases(687)(701)(1.7)%Net interest paid – non-leases(113)(155)(26.9)%Tax paid(738)(650)13.5%Total cash provided by operating activities4,6244,5611.4%Proceeds from the sale of property, plant and equipment, subsidiaries and investments, net of cash disposed40829538.8%Payments for the purchase of property, plant and equipment and intangible assets(2,389)(2,149)11.3%Other (219)(91)139.7%Total cash used in investing activities(2,200)(1,945)13.1%Repayment of lease liabilities(1,158)(1,066)8.7%Dividends paid (including to non-controlling interests)(1,154)(1,199)(3.8)%Payments for shares held in trust(177)(102)74.0%Free cash flow after equity and lease related financing activities(65)249n.m.Cash flow from operating activities before interest and tax was $6,162 million, an increase of $95 million or 1.7% on the prior year. The increase in Group EBITDA of $1,244 million was largely offset by outflows from working capital and non-cash movements compared to inflows in the prior year. The increase in EBITDA reflects higher trading EBITDA from continuing and discontinued operations as well as a gain on significant items in F21 compared to a loss on significant items in F20. Increase in trade payables was unusually high in F20 due to creditor payment timing and high trade payables due to increased COVID-related stock replenishments. In F21, movement in payables was lower due to lower Q4 inventory replenishments, and inventory optimisation initiatives. In F21, decrease in provisions of $183 million was due to ongoing progress and cash payments for salaried team member remediation resulting in a lower provision balance compared to the prior year. Net interest paid (non-leases) decreased by 26.9% reflecting lower net debt during the year and lower borrowing costs.Tax paid increased 13.5% due to higher tax instalments on higher profits in F21 and stamp duty payable on the Endeavour Group demerger.Cash used in investing activities was $2,200 million, an increase of $255 million or 13.1% above the prior year. The increase was primarily due to the Group acquiring a controlling interest in Quantium for $169 million (net of cash acquired), and increased investment in eCommerce, IT and digital projects, partially offset by higher proceeds on property sales. Repayment of lease liabilities increased by 8.7% reflecting lease additions and lease remeasurements.The Group cash realisation ratio was 97.4% (F20: 124.4%), primarily due to the cash payment of salaried team member remediation.GROUP FINANCIAL PERFORMANCE22Non‑IFRS Financial Information The 2021 Annual Report for the 52 weeks ended 27 June 2021 contains certain non-IFRS financial measures of historical financial performance, balance sheet or cash flows. Non-IFRS financial measures are financial measures other than those defined or specified under all relevant accounting standards and may not be directly comparable with other companies’ measures but are common practice in the industry in which Woolworths Group operates. Non-IFRS financial information should be considered in addition to, and is not intended to be a substitute for, or more important than, IFRS measures. The presentation of non-IFRS measures is in line with Regulatory Guide 230 issued by the Australian Security and Investments Commission in December 2011 to promote full and clear disclosure for investors and other users of financial information and minimise the possibility of being misled by such information. These measures are used by management and the directors as the primary measures of assessing the financial performance of the Group and individual segments. The directors also believe that these non-IFRS measures assist in providing additional meaningful information on the underlying drivers of the business, performance and trends, as well as the financial position of the Woolworths Group. Non-IFRS financial measures are also used to enhance the comparability of information between reporting periods (such as comparable sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding the Woolworths Group’s performance. Consequently, non-IFRS measures are used by the directors and management for performance analysis, planning, reporting and incentive setting purposes and have remained consistent with the prior year. Non-IFRS measures are not subject to audit or review. Capital managementCapital management objectivesThe Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business at an optimised weighted average cost of capital. The Group returns capital to shareholders when consistent with its long-term capital structure objectives and will enhance shareholder value.The Group remains committed to solid investment grade credit ratings and several actions can be undertaken, if required, to support the credit profile. This includes the sale of non-core assets, further working capital initiatives, and adjusting growth capital expenditure and the property leasing profile. The Group’s credit ratings 1 are BBB (stable outlook) from S&P and Baa2 (stable outlook) from Moody’s.Financing events during 2021In September 2020, the $654 million US Senior Notes matured. In November 2020, the $229 million European Medium Term Notes also matured. The Group refinanced these maturities with a $1 billion domestic Medium Term Note issuance in May 2020.In December 2020, the Group entered into a $384 million bank guarantee facility and into $398 million direct surety bond facilities to support the Group’s workers' compensation obligations as a self-insurer. These transactions refinanced the Group’s $500 million bank guarantee facility, which matured in January 2021.In April 2021, the $424 million US Senior Notes were repaid with existing surplus cash and bank facilities. Upcoming maturities and transactionsSubject to market conditions, the Group is intending to launch a debt capital markets transaction (total value approximately $1.5 billion) where the proceeds will be used for general corporate purposes, including the long-term funding of the Group’s increased investment in Quantium, the acquisition of PFD, and represents an opportunity to secure long-term, low-cost debt and reduce the Group’s overall cost of debt and weighted average cost of capital.Off‑market buy‑backOn 26 August 2021, the Group announced a capital return of $2 billion to shareholders by way of an off-market buy-back. The buy-back is expected to return approximately $840 million of franking credits to shareholders. For more information, please visit www.woolworthsgroup.com.au/buyback1 These credit ratings 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 and are for the benefit of the Group’s debt providers.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATIONWOOLWORTHS GROUP ANNUAL REPORT 202123Australian FoodWoolworths Supermarkets and Metro Food Stores continued its focus on operating COVIDSafe in F21 as well as a focus on sustainability, health and product. Trading PerformanceAustralian Food VOC NPS (Store and Online) finished F21 at 53, an increase of three points on the prior quarter and in line with the prior year. Store-controllable VOC of 81% increased one point compared to the prior quarter and decreased one point compared to the prior year. Positive Q4 momentum in customer metrics for both stores and online reflects positive sentiment across Ease of Pick up, Queue Wait Time and Fruit and Vegetable scores. Australian Food F21 sales increased 5.4% to $44.4 billion, with comparable sales increasing 4.2% (4.5% excluding Tobacco). Two-year average sales growth was 7.1%. eCommerce sales increased 74.7% to $3.5 billion, with sales penetration for the year of 7.9%. H1 sales growth of 10.6% benefitted from COVID-related demand and the successful Disney+ Ooshies and glass containers campaigns. H2 sales increased 0.2% as the business cycled Sales ($M)$44,441 5.4% from F20EBIT ($M)1$2,432 9.0% from F20New stores medium‑term annual target10–255–15WOOLWORTHS SUPERMARKETS METROF21 Highlights$ MILLIONF21(52 WEEKS)F20(52 WEEKS)CHANGESales 44,44142,1515.4%EBITDA before significant items4,0063,7078.1%Depreciation and amortisation(1,574)(1,475)6.7%EBIT before significant items2,4322,2329.0%Significant items(94)(176)n.m.EBIT2,3382,05613.7%Gross margin (%)29.429.221 bpsCODB (%) 124.023.93 bpsEBIT to sales (%) 15.55.318 bpsSales per square metre ($) 18,15817,9351.2%Funds employed 9,7179,1616.1%ROFE (%) 25.825.086 bpsPlastic removed (tonnes) 22,5512,11620.6%Scope 1 & 2 carbon emissions (tonnes)1,784,7861,850,569(3.6)%1 Before significant items.2 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised sales volumes.24Australian FoodCOVID pantry-loading in the prior year. In Q4, total sales increased 1.2% and comparable sales increased by 0.1%, with cycling of prior year pantry-loading partly offset by elevated sales in May and June following COVID outbreaks in Victoria and NSW and a strong trade plan throughout the year. Own and Exclusive Brands sales increased 5.8% in F21 supported by new products developed by Woolworths FoodCo and launched during the year. The Cook, BBQ and Crumbed ranges continue to resonate well with customers. Metro Food Stores F21 sales declined 4.9% to $897 million, impacted by reduced foot traffic across CBD and transit locations, with comparable sales declining approximately 45% and 30%, respectively. The Group recorded a non-cash impairment of $50 million in F21 in relation to store and lease assets across 13 stores within the network. Adjacency business F21 sales grew 8.9% to $809 million with growth driven by the wholesale businesses. Sales per square metre increased 1.2% to $18,158. During the year, 23 net new stores were opened, including 13 Supermarkets and 10 Metro Food Stores, with 65 Renewals completed. Two new dedicated eCommerce fulfilment centres were also opened in Notting Hill (Vic) and Lidcombe (NSW), and the first eStore in Australia, Carrum Downs (Vic). At the end of the year, there were 996 Supermarkets, 78 Metro Food Stores and two Summergate stores, with a total fleet of 1,076 stores. In Q4, average prices decreased 1.2% (decrease of 2.6% excluding Tobacco), with deflation across all major categories except Tobacco and Meat, due to the cycling of the temporary reduction in promotions in the prior year following the onset of COVID. Inflation in Meat was driven by increased livestock costs.Gross margin (%) increased 21 bps to 29.4% with stock loss improvements through higher sales velocity and successful stock loss initiatives, as well as product mix being favourably impacted by COVID. This was partially offset by higher eCommerce delivery costs.CODB (%) excluding significant items increased 3 bps to 24.0%. COVID costs in the year remained material at $205 million (excluding discretionary team discount and bonus payments) but moderated as the year progressed until an increase in June due to COVID outbreaks. Higher cash CODB reflects incremental store wages associated with higher eCommerce penetration, investment in IT platforms, developing new digital capabilities to optimise the customer experience, incremental supply chain costs including Melbourne Fresh Distribution Centre transition costs, and investment in new businesses. Inflation was broadly offset by productivity benefits. Depreciation and amortisation increased by 6.7% driven by investment in new stores, Renewals, supply chain and shorter-life technology and digital assets. F21 EBIT before significant items increased by 9.0% to $2.4 billion, with H1 growth of 13.0% and H2 growth of 4.5%. EBIT margin increased 18 bps to 5.5%.Funds employed increased $556 million to $9.7 billion from F20, with investment in new stores, Renewals, eCommerce and supply chain as well as higher lease assets from new stores and the reassessment of lease options. This was partially offset by lower net working capital. Despite higher average funds employed, ROFE increased by 86 bps due to the strong increase in EBIT.During the year, we amplified our focus on supporting our communities through living our core value of ‘We Care Deeply’. Together with customers, we provided more than $8 million in support to OzHarvest, Foodbank and Fareshare with 10,000 tonnes of edible surplus food provided to charities. Initiatives in F21 supporting our 2025 Sustainability Plan included solar panels having been installed across 129 Woolworths Supermarkets and four distribution centres, 111,950 tonnes of organic waste diverted from landfill, and the launch of sustainable packaging across a selection of our own brand red meat ranges.Hundreds of healthier products at Low PricesIn F21 we worked hard to make healthier more affordable, adding more healthier products to our Low Prices program.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION25WOOLWORTHS GROUP ANNUAL REPORT 2021Australian FoodWoolworths Supermarkets and Metro Food Stores continued its focus on operating COVIDSafe in F21 as well as a focus on sustainability, health and product. Trading PerformanceAustralian Food VOC NPS (Store and Online) finished F21 at 53, an increase of three points on the prior quarter and in line with the prior year. Store-controllable VOC of 81% increased one point compared to the prior quarter and decreased one point compared to the prior year. Positive Q4 momentum in customer metrics for both stores and online reflects positive sentiment across Ease of Pick up, Queue Wait Time and Fruit and Vegetable scores. Australian Food F21 sales increased 5.4% to $44.4 billion, with comparable sales increasing 4.2% (4.5% excluding Tobacco). Two-year average sales growth was 7.1%. eCommerce sales increased 74.7% to $3.5 billion, with sales penetration for the year of 7.9%. H1 sales growth of 10.6% benefitted from COVID-related demand and the successful Disney+ Ooshies and glass containers campaigns. H2 sales increased 0.2% as the business cycled Sales ($M)$44,441 5.4% from F20EBIT ($M)1$2,432 9.0% from F20New stores medium‑term annual target10–255–15WOOLWORTHS SUPERMARKETS METROF21 Highlights$ MILLIONF21(52 WEEKS)F20(52 WEEKS)CHANGESales 44,44142,1515.4%EBITDA before significant items4,0063,7078.1%Depreciation and amortisation(1,574)(1,475)6.7%EBIT before significant items2,4322,2329.0%Significant items(94)(176)n.m.EBIT2,3382,05613.7%Gross margin (%)29.429.221 bpsCODB (%) 124.023.93 bpsEBIT to sales (%) 15.55.318 bpsSales per square metre ($) 18,15817,9351.2%Funds employed 9,7179,1616.1%ROFE (%) 25.825.086 bpsPlastic removed (tonnes) 22,5512,11620.6%Scope 1 & 2 carbon emissions (tonnes)1,784,7861,850,569(3.6)%1 Before significant items.2 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised sales volumes.24Australian FoodCOVID pantry-loading in the prior year. In Q4, total sales increased 1.2% and comparable sales increased by 0.1%, with cycling of prior year pantry-loading partly offset by elevated sales in May and June following COVID outbreaks in Victoria and NSW and a strong trade plan throughout the year. Own and Exclusive Brands sales increased 5.8% in F21 supported by new products developed by Woolworths FoodCo and launched during the year. The Cook, BBQ and Crumbed ranges continue to resonate well with customers. Metro Food Stores F21 sales declined 4.9% to $897 million, impacted by reduced foot traffic across CBD and transit locations, with comparable sales declining approximately 45% and 30%, respectively. The Group recorded a non-cash impairment of $50 million in F21 in relation to store and lease assets across 13 stores within the network. Adjacency business F21 sales grew 8.9% to $809 million with growth driven by the wholesale businesses. Sales per square metre increased 1.2% to $18,158. During the year, 23 net new stores were opened, including 13 Supermarkets and 10 Metro Food Stores, with 65 Renewals completed. Two new dedicated eCommerce fulfilment centres were also opened in Notting Hill (Vic) and Lidcombe (NSW), and the first eStore in Australia, Carrum Downs (Vic). At the end of the year, there were 996 Supermarkets, 78 Metro Food Stores and two Summergate stores, with a total fleet of 1,076 stores. In Q4, average prices decreased 1.2% (decrease of 2.6% excluding Tobacco), with deflation across all major categories except Tobacco and Meat, due to the cycling of the temporary reduction in promotions in the prior year following the onset of COVID. Inflation in Meat was driven by increased livestock costs.Gross margin (%) increased 21 bps to 29.4% with stock loss improvements through higher sales velocity and successful stock loss initiatives, as well as product mix being favourably impacted by COVID. This was partially offset by higher eCommerce delivery costs.CODB (%) excluding significant items increased 3 bps to 24.0%. COVID costs in the year remained material at $205 million (excluding discretionary team discount and bonus payments) but moderated as the year progressed until an increase in June due to COVID outbreaks. Higher cash CODB reflects incremental store wages associated with higher eCommerce penetration, investment in IT platforms, developing new digital capabilities to optimise the customer experience, incremental supply chain costs including Melbourne Fresh Distribution Centre transition costs, and investment in new businesses. Inflation was broadly offset by productivity benefits. Depreciation and amortisation increased by 6.7% driven by investment in new stores, Renewals, supply chain and shorter-life technology and digital assets. F21 EBIT before significant items increased by 9.0% to $2.4 billion, with H1 growth of 13.0% and H2 growth of 4.5%. EBIT margin increased 18 bps to 5.5%.Funds employed increased $556 million to $9.7 billion from F20, with investment in new stores, Renewals, eCommerce and supply chain as well as higher lease assets from new stores and the reassessment of lease options. This was partially offset by lower net working capital. Despite higher average funds employed, ROFE increased by 86 bps due to the strong increase in EBIT.During the year, we amplified our focus on supporting our communities through living our core value of ‘We Care Deeply’. Together with customers, we provided more than $8 million in support to OzHarvest, Foodbank and Fareshare with 10,000 tonnes of edible surplus food provided to charities. Initiatives in F21 supporting our 2025 Sustainability Plan included solar panels having been installed across 129 Woolworths Supermarkets and four distribution centres, 111,950 tonnes of organic waste diverted from landfill, and the launch of sustainable packaging across a selection of our own brand red meat ranges.Hundreds of healthier products at Low PricesIn F21 we worked hard to make healthier more affordable, adding more healthier products to our Low Prices program.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION25WOOLWORTHS GROUP ANNUAL REPORT 202126
AUSTRALIAN FOOD
Introduction of recyclable
meat trays
In September, Woolworths launched new recyclable
paper meat trays across a selection of its own brand
beef, the latest milestone as part of larger sustainability
commitments to introduce more sustainable packaging.
The new paper trays used for Woolworths’ Specially
Selected and Grass Fed beef ranges are the first step
in a plan to make all Woolworths’ own brand red meat
trays recyclable. The redesigned packaging now uses
75% less plastic than the previous packaging and will
eliminate 114 tonnes of plastic from the supply chain
each year across seven popular beef cuts.
Today’s Fresh Food People
In July of this year ‘Today’s Fresh Food People’ was
relaunched as a reimagination of what being the fresh
food people means today and how it will continue to
evolve in the future. ‘Today’s Fresh Food People’ is all
about good food, celebrating Australian fresh, helping
customers make healthier choices, caring for local
communities, and helping to create a greener planet.
The campaign will continue to come to life throughout
F22 and we will continue to differentiate ourselves and
solidify our stance on the things that matter most to our
customers and communities.
Free Fruit for Kids hits
100 million milestone
More than 100 million pieces of fruit have now
been given to Australian kids since the launch
of Woolworths Free Fruit For Kids program.
Building fresh fruit habits from an early age,
the Woolworths initiative was the first national
program of its kind when it began in 2015, aimed
to help get more fruit into kids' diets. Woolworths
estimates more than 14,000 tonnes of free
fruit have been eaten by kids since the program
launched – the equivalent to filling more than six
Olympic sized swimming pools.
Woolworths named Green Supermarket of the YearIn F21 Woolworths was named Green Supermarket of the Year by Finder, which helps Australians find companies leading the way on sustainability. In F21, Woolworths Supermarkets has been working hard to make positive changes that customers can see in their shopping baskets, including increased plastic reduction and recycling, as well as making the entire business more sustainable. The award recognised the Group's science-based emissions targets and our commitment to external benchmarks, as well as supplier engagement, which are detailed in the Sustainability Plan 2025. F21 saw the launch of our newest sustainability store in West End, Qld which has sustainability at the centre of the store’s construction and design, bringing together a number of our key sustainability initiatives. The new store will operate with 15% fewer greenhouse gas emissions than the average Woolworths supermarket in Qld, which is equivalent to taking 290 cars off the road each year. The store's shopping trolleys are made from 100% locally sourced recycled milk bottles and customers can return used batteries, mobile phones, coffee pods and soft plastics to recycling stations in the store. Woolworths supports Australia’s dairy farming innovators Woolworths has invested more than $2 million in grants to 24 dairy farms across Australia to support innovation, efficiency and seasonal resilience. The inaugural round of the Woolworths Dairy Innovation Fund has awarded grants up to $100,000 to farmers for future focused projects, including solar‑powered desalination, milk sensor technology, enhanced bushfire protection, herd monitoring technology and dairy automation.With this season delivering the best conditions many dairies have seen in recent years, the projects to be funded show a concerted focus on investments that will shore up farms to withstand future seasonal challenges.Three mini Supermarket stores launched in special education schools We’re proud to have continued our collaboration with our technology partner Fujitsu to launch mini supermarket stores in Australian special education schools. Since 2018 we’ve launched three mini supermarket stores in NSW and ACT, with plans to launch a fourth in SA in F22. The mini Supermarkets provide students with work experience in a safe environment that promotes skills, knowledge, independence, confidence and self-esteem. Each of the stores feature registers, products, ticketing and signage, as well as uniforms and name badges, and provides students with an opportunity to gain an authentic retail experience. 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION27WOOLWORTHS GROUP ANNUAL REPORT 202126
AUSTRALIAN FOOD
Introduction of recyclable
meat trays
In September, Woolworths launched new recyclable
paper meat trays across a selection of its own brand
beef, the latest milestone as part of larger sustainability
commitments to introduce more sustainable packaging.
The new paper trays used for Woolworths’ Specially
Selected and Grass Fed beef ranges are the first step
in a plan to make all Woolworths’ own brand red meat
trays recyclable. The redesigned packaging now uses
75% less plastic than the previous packaging and will
eliminate 114 tonnes of plastic from the supply chain
each year across seven popular beef cuts.
Today’s Fresh Food People
In July of this year ‘Today’s Fresh Food People’ was
relaunched as a reimagination of what being the fresh
food people means today and how it will continue to
evolve in the future. ‘Today’s Fresh Food People’ is all
about good food, celebrating Australian fresh, helping
customers make healthier choices, caring for local
communities, and helping to create a greener planet.
The campaign will continue to come to life throughout
F22 and we will continue to differentiate ourselves and
solidify our stance on the things that matter most to our
customers and communities.
Free Fruit for Kids hits
100 million milestone
More than 100 million pieces of fruit have now
been given to Australian kids since the launch
of Woolworths Free Fruit For Kids program.
Building fresh fruit habits from an early age,
the Woolworths initiative was the first national
program of its kind when it began in 2015, aimed
to help get more fruit into kids' diets. Woolworths
estimates more than 14,000 tonnes of free
fruit have been eaten by kids since the program
launched – the equivalent to filling more than six
Olympic sized swimming pools.
Woolworths named Green Supermarket of the YearIn F21 Woolworths was named Green Supermarket of the Year by Finder, which helps Australians find companies leading the way on sustainability. In F21, Woolworths Supermarkets has been working hard to make positive changes that customers can see in their shopping baskets, including increased plastic reduction and recycling, as well as making the entire business more sustainable. The award recognised the Group's science-based emissions targets and our commitment to external benchmarks, as well as supplier engagement, which are detailed in the Sustainability Plan 2025. F21 saw the launch of our newest sustainability store in West End, Qld which has sustainability at the centre of the store’s construction and design, bringing together a number of our key sustainability initiatives. The new store will operate with 15% fewer greenhouse gas emissions than the average Woolworths supermarket in Qld, which is equivalent to taking 290 cars off the road each year. The store's shopping trolleys are made from 100% locally sourced recycled milk bottles and customers can return used batteries, mobile phones, coffee pods and soft plastics to recycling stations in the store. Woolworths supports Australia’s dairy farming innovators Woolworths has invested more than $2 million in grants to 24 dairy farms across Australia to support innovation, efficiency and seasonal resilience. The inaugural round of the Woolworths Dairy Innovation Fund has awarded grants up to $100,000 to farmers for future focused projects, including solar‑powered desalination, milk sensor technology, enhanced bushfire protection, herd monitoring technology and dairy automation.With this season delivering the best conditions many dairies have seen in recent years, the projects to be funded show a concerted focus on investments that will shore up farms to withstand future seasonal challenges.Three mini Supermarket stores launched in special education schools We’re proud to have continued our collaboration with our technology partner Fujitsu to launch mini supermarket stores in Australian special education schools. Since 2018 we’ve launched three mini supermarket stores in NSW and ACT, with plans to launch a fourth in SA in F22. The mini Supermarkets provide students with work experience in a safe environment that promotes skills, knowledge, independence, confidence and self-esteem. Each of the stores feature registers, products, ticketing and signage, as well as uniforms and name badges, and provides students with an opportunity to gain an authentic retail experience. 12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION27WOOLWORTHS GROUP ANNUAL REPORT 2021F21 has been a record year for WooliesX that saw a scaling of convenience propositions as a result of increased demand from customers choosing eCommerce services. Trading PerformanceWooliesX’s Digital and Media business reported an increase in average weekly traffic to Woolworths’ websites and apps of 25.8% to 12.1 million in F21. Improving customer satisfaction with their digital experiences, in particular helping inspire, plan and shop safely remained the focus. Key upgrades to experiences included personalised lists, the launch of Fresh Ideas for You on the Woolworths App, addition of new recipes and launching in-app push notifications. Cartology continued to enhance its client experience through expanded inventory and data-led customer insights and achieved strong growth across all key advertising channels. By year end, Cartology digital advertising screens had been rolled out to 1,218 stores across Woolworths Supermarkets and Dan Murphy’s. eCommerce sales grew by $1.5 billion (+74.7%) to $3.5 billion in F21 representing 7.9% of Australian Food sales, up 3.1 points on the prior year. Growth moderated to 36.5% in Q4 as the business cycled strong demand last year.Perfect order ended the year at an all-time high, improving by 20.9% on the prior year, through a focus on complete baskets and improving on-time delivery. VOC NPS improved consistently as the year progressed. Over the year, the business met the demand for increased convenience by adding 379 Direct to boot sites assisting Pick up penetration to reach 37.5% of sales in Q4. Another 125 Delivery Now locations were added, and same day delivery was rolled out to 425 stores where customers can order and receive their order within a one-hour window later in the day. eCom sales ($M)$3,523 74.7% from F20eCOM & FULFILMENTAverage weekly traffic (million)12.1in Q4'21DIGITAL & MEDIADigital metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Average weekly traffic to digital assets 1 (million)12.112.412.411.4Average weekly traffic growth (year on year %) 12.4%47.7%69.8%75.5%eCommerce metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Customer metricsOnline VOC NPS63605858eCommerce sales metricseCommerce sales ($ million) 2838878846961eCommerce sales growth36.5%90.5%83.3%100.0%eCommerce penetration8.5%7.9%7.4%8.0%Pick up mix (% of eCommerce sales)37.5%35.7%33.1%32.1%Everyday Rewards metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Total Everyday Rewards members (million)13.112.912.812.6Scan rate 3 (%)53.7%54.0%53.6%53.1%1 Digital assets include Woolworths website and app, Everyday Rewards website and app, and Woolworths Insurance website.2 WooliesX sales numbers are included in Australian Food total and comparable sales.3 Scan rate for Woolworths Supermarkets excluding Tobacco.28Woolworths at Work was launched to provide businesses with a tailored online shopping experience. The platform provides access to features such as line of credit, consolidated billing, and two-hour delivery windows.WooliesX eCom services was recognised by Australians in the 2021 Mozo People's Choice Awards as the highest rated online supermarket, winning all seven awards in the category. Everyday Rewards members increased 6.0% to 13.1 million, with scan rates improving to 53.7% by year end. The Everyday Rewards app continues to provide value and convenience to members across partners, with the ability to boost offers, check points balance and access eReceipts. The Everyday Rewards program increased the value available to customers by adding new partners, including Origin Energy, SuperPharmacy and Pet Culture. Strong member engagement with record levels of interest and participation were driven by the Rewards exclusive glass container collectable and Bank for Christmas offering, as well as the ability for members to continue to earn Qantas Points. Wpay was launched as a standalone payments business in June and will offer customers cost effective solutions such as transaction processing, settlement services, in-store terminals, custom gifting and loyalty initiatives and reporting and analytics. WooliesX wins 2021 Mozo People’s Choice Awards WooliesX eCom services recognised as the highest rated online supermarket, winning all seven awards in the category.Everyday Rewards has rebranded and expanded to deliver an even better customer experience. Membership has grown by almost one million and the program now has more than 13 million members, many of whom are connecting with us in the Everyday Rewards app and millions who are boosting personalised offers regularly. The app celebrated its first birthday and weekly active users continue to grow, creating even more opportunities to connect with customers multiple times across the week. Our first ever Everyday Rewards branded collectable campaign launched in F21, with 1.6 million members participating, and new partnerships were established with Bupa, Origin, Pet Culture and SuperPharmacy, further expanding the value Everyday Rewards offers members. Everyday Rewards members were also given the opportunity to choose eReceipts when they shop in-store at Woolworths, BIG W and BWS. Opting out of paper receipts is not only convenient for customers but also another small step towards our commitment to reduce waste as we strive toward a better tomorrow. EVERYDAY REWARDS Ultra ConvenienceOur commitment to convenience continues to see increasing numbers of customers choosing our eCommerce services to complement their in‑store shopping experience. Our rapid and consistent response to consumer need for contactless, COVIDSafe shopping, included the ongoing support of Priority Assist services dedicated to the elderly and vulnerable. We also saw subscriptions grow our customer base with the launch of a revamped Delivery Unlimited. We scaled convenience propositions in response to demand, expanding to offer a range of different services from next day delivery to Same Day (425 stores), frictionless Direct to boot (629 stores) and Delivery Now (232 stores). In addition, we launched our first automated eStore at Carrum Downs and shared plans for our first automated customer fulfilment centre set to open in Auburn in 2024, which will ensure continued convenient service growth. At the same time, NPS continued to improve with improvements to availability and the launch of new features, like ‘Quick Reorder’ and ‘Have You Forgotten’, delivering an even more personalised, seamless experience for customers and making online shopping easier. As customers increasingly shop eCommerce on the go, the Woolworths App has grown in popularity.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION29WOOLWORTHS GROUP ANNUAL REPORT 2021F21 has been a record year for WooliesX that saw a scaling of convenience propositions as a result of increased demand from customers choosing eCommerce services. Trading PerformanceWooliesX’s Digital and Media business reported an increase in average weekly traffic to Woolworths’ websites and apps of 25.8% to 12.1 million in F21. Improving customer satisfaction with their digital experiences, in particular helping inspire, plan and shop safely remained the focus. Key upgrades to experiences included personalised lists, the launch of Fresh Ideas for You on the Woolworths App, addition of new recipes and launching in-app push notifications. Cartology continued to enhance its client experience through expanded inventory and data-led customer insights and achieved strong growth across all key advertising channels. By year end, Cartology digital advertising screens had been rolled out to 1,218 stores across Woolworths Supermarkets and Dan Murphy’s. eCommerce sales grew by $1.5 billion (+74.7%) to $3.5 billion in F21 representing 7.9% of Australian Food sales, up 3.1 points on the prior year. Growth moderated to 36.5% in Q4 as the business cycled strong demand last year.Perfect order ended the year at an all-time high, improving by 20.9% on the prior year, through a focus on complete baskets and improving on-time delivery. VOC NPS improved consistently as the year progressed. Over the year, the business met the demand for increased convenience by adding 379 Direct to boot sites assisting Pick up penetration to reach 37.5% of sales in Q4. Another 125 Delivery Now locations were added, and same day delivery was rolled out to 425 stores where customers can order and receive their order within a one-hour window later in the day. eCom sales ($M)$3,523 74.7% from F20eCOM & FULFILMENTAverage weekly traffic (million)12.1in Q4'21DIGITAL & MEDIADigital metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Average weekly traffic to digital assets 1 (million)12.112.412.411.4Average weekly traffic growth (year on year %) 12.4%47.7%69.8%75.5%eCommerce metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Customer metricsOnline VOC NPS63605858eCommerce sales metricseCommerce sales ($ million) 2838878846961eCommerce sales growth36.5%90.5%83.3%100.0%eCommerce penetration8.5%7.9%7.4%8.0%Pick up mix (% of eCommerce sales)37.5%35.7%33.1%32.1%Everyday Rewards metricsQ4’21 (12 WEEKS)Q3’21 (13 WEEKS)Q2’21 (13 WEEKS)Q1’21 (14 WEEKS)Total Everyday Rewards members (million)13.112.912.812.6Scan rate 3 (%)53.7%54.0%53.6%53.1%1 Digital assets include Woolworths website and app, Everyday Rewards website and app, and Woolworths Insurance website.2 WooliesX sales numbers are included in Australian Food total and comparable sales.3 Scan rate for Woolworths Supermarkets excluding Tobacco.28Woolworths at Work was launched to provide businesses with a tailored online shopping experience. The platform provides access to features such as line of credit, consolidated billing, and two-hour delivery windows.WooliesX eCom services was recognised by Australians in the 2021 Mozo People's Choice Awards as the highest rated online supermarket, winning all seven awards in the category. Everyday Rewards members increased 6.0% to 13.1 million, with scan rates improving to 53.7% by year end. The Everyday Rewards app continues to provide value and convenience to members across partners, with the ability to boost offers, check points balance and access eReceipts. The Everyday Rewards program increased the value available to customers by adding new partners, including Origin Energy, SuperPharmacy and Pet Culture. Strong member engagement with record levels of interest and participation were driven by the Rewards exclusive glass container collectable and Bank for Christmas offering, as well as the ability for members to continue to earn Qantas Points. Wpay was launched as a standalone payments business in June and will offer customers cost effective solutions such as transaction processing, settlement services, in-store terminals, custom gifting and loyalty initiatives and reporting and analytics. WooliesX wins 2021 Mozo People’s Choice Awards WooliesX eCom services recognised as the highest rated online supermarket, winning all seven awards in the category.Everyday Rewards has rebranded and expanded to deliver an even better customer experience. Membership has grown by almost one million and the program now has more than 13 million members, many of whom are connecting with us in the Everyday Rewards app and millions who are boosting personalised offers regularly. The app celebrated its first birthday and weekly active users continue to grow, creating even more opportunities to connect with customers multiple times across the week. Our first ever Everyday Rewards branded collectable campaign launched in F21, with 1.6 million members participating, and new partnerships were established with Bupa, Origin, Pet Culture and SuperPharmacy, further expanding the value Everyday Rewards offers members. Everyday Rewards members were also given the opportunity to choose eReceipts when they shop in-store at Woolworths, BIG W and BWS. Opting out of paper receipts is not only convenient for customers but also another small step towards our commitment to reduce waste as we strive toward a better tomorrow. EVERYDAY REWARDS Ultra ConvenienceOur commitment to convenience continues to see increasing numbers of customers choosing our eCommerce services to complement their in‑store shopping experience. Our rapid and consistent response to consumer need for contactless, COVIDSafe shopping, included the ongoing support of Priority Assist services dedicated to the elderly and vulnerable. We also saw subscriptions grow our customer base with the launch of a revamped Delivery Unlimited. We scaled convenience propositions in response to demand, expanding to offer a range of different services from next day delivery to Same Day (425 stores), frictionless Direct to boot (629 stores) and Delivery Now (232 stores). In addition, we launched our first automated eStore at Carrum Downs and shared plans for our first automated customer fulfilment centre set to open in Auburn in 2024, which will ensure continued convenient service growth. At the same time, NPS continued to improve with improvements to availability and the launch of new features, like ‘Quick Reorder’ and ‘Have You Forgotten’, delivering an even more personalised, seamless experience for customers and making online shopping easier. As customers increasingly shop eCommerce on the go, the Woolworths App has grown in popularity.12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION29WOOLWORTHS GROUP ANNUAL REPORT 2021New Zealand FoodIn F21 New Zealand Food focused on scaling its eCommerce services and ongoing digital transformation.Trading Performance 1New Zealand Food’s customer scores declined marginally on the prior year with F21 VOC NPS decreasing two points to 45 and Store-controllable VOC also decreasing two points at 80%. Some softening took place in Q4 with Out of Stocks, which was impacted by a combination of global supply challenges and shipping delays and stronger sales than anticipated. Total sales for F21 declined 0.6% to $7.1 billion, cycling the strict COVID lockdowns in H2 F20. Sales in H2 decreased 5.5% after cycling growth of 13.8% in the prior year. Q4 sales declined 3.9% and comparable sales declined 4.2%; average two-year comparable growth in Q4 rose to 4.9%. Digital and eCommerce momentum was again a highlight for the year. eCommerce sales grew 30.2%, despite cycling elevated sales from COVID impacts in H2, with Q4 penetration at 12.5%. Additional capacity was added with two new eStores in Grenada North (Lower North Island) and Moorhouse (Christchurch); the first two automated fulfilment units were launched in partnership with Takeoff Technologies at the Auckland Penrose eStore in January and at Moorhouse in March. Other digital highlights include the launch and scale-up of the Countdown transactional app and Delivery Saver subscription service. Further innovations included two Cleveron locker units for Pick up and the roll out of Scan&Go to six stores. F21 HighlightsEBIT (NZ$M)$361 (4.6)% from F20New stores medium‑term annual target3–4Sales (NZ$M)$7,146 (0.6)% from F20NZD $ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 7,1467,192(0.6)%EBITDA633634(0.2)%Depreciation and amortisation(272)(256)6.3%EBIT361378(4.6)%Gross margin (%)25.325.024 bpsCODB (%)20.219.845 bpsEBIT to sales (%)5.05.3(21) bpsSales per square metre ($) 17,14717,832(3.8)%Funds employed 4,3294,1903.3%ROFE (%)8.48.8(40) bpsPlastic removed (tonnes) 216.4–n.m.Scope 1 & 2 carbon emissions (tonnes)61,80268,426(9.7)%1 Growth for New Zealand Food quoted in New Zealand Dollars.2 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised volumes.30New Zealand FoodIn October, a simplified and strengthened Onecard rewards program was launched and Cartology New Zealand was launched in February. Two new Countdown stores were opened in Pokeno and Richmond, the first New Zealand 4 star Green Star rated store, and one Metro store. Two replacement Countdown stores and 10 Renewals were also completed. Sales per square metre declined by 3.8% to $17,147 due to the reduction in sales and an increase in average space. The new Hilton meat plant went live in July 2021 supplying cabinet ready meat to all North Island Countdown stores. Progress was made on the new Palmerston North ambient and Auckland Fresh distribution centres which are scheduled for opening in September 2021 and May 2022, respectively.New Zealand Food’s franchise stores (Fresh Choice and Super Value) had strong two-year sales growth despite the impact from lack of international tourists, particularly over the summer period. One new Super Value store opened in December.Average prices decreased by 0.5% in Q4 primarily driven by deflation in Grocery, Perishables and Meat, which was partly offset by some inflation in Produce. The reduction in average prices moderated relative to Q3 which experienced a more significant COVID impact last year than Q4, with both quarters impacted by a reduction in promotions in H2 F20. Gross profit (%) increased 24 bps on last year, helped by continued progress in stock loss, mix improvements and increased use of data-driven tools in category management, such as the promotional effectiveness tool. A new ‘Value You Can Count On’ campaign was launched to accompany over 4,000 products on the Great Price program.CODB (%) increased by 45 bps, with the biggest driver being team member wage increases driven by enterprise agreements. Other increases included store depreciation and digital spend arising from investment in the store network, eCommerce capacity and mix and digital capability, which have helped support eCommerce growth.EBIT for the year was $361 million, a 4.6% decline on the prior year following a 10.7% increase in EBIT in F20. H2 EBIT declined 13.3% due to cycling COVID. Following the launch of Countdown’s 2025 Sustainability Commitments, progress has continued in F21, including no longer selling plastic cutlery from our stores as well as shifting our fresh pasta into PET from PVC, all hot smoked salmon to clear PET and the removals of all glitter products from our stores. We also explored new opportunities to reduce carbon emissions, including working with the Sustainable Business Council and other businesses and logistics operators to develop the Low Carbon Freight Pathway report to progressively decarbonise New Zealand’s freight system. Q4'21 eCom penetration12.5%F21 eCom sales growth 30.2%eCommerce continued to gain momentum in F21 Richmond store Green Star accreditation In late F21, Countdown delivered New Zealand’s very first Green Star accredited supermarket. Countdown Richmond has been built with sustainability at the heart of both its construction and design and will be accredited in the coming months. The store is Countdown’s first site with solar panels, which will deliver up to 10–15% of the energy needed to run the store. Other initiatives include doors on fridges to reduce energy use, a transcritical refrigeration system, digital shelf tickets to prevent paper going to landfill, water efficient fixtures and fittings and much more. Richmond is the first of many Green Star projects for Countdown as it works towards meeting its commitment that all new property developments will have a 4 star Green Star design and as-built rating, and a 5 star Green Star minimum standard by 2025.Total eStores 412345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION31WOOLWORTHS GROUP ANNUAL REPORT 2021New Zealand FoodIn F21 New Zealand Food focused on scaling its eCommerce services and ongoing digital transformation.Trading Performance 1New Zealand Food’s customer scores declined marginally on the prior year with F21 VOC NPS decreasing two points to 45 and Store-controllable VOC also decreasing two points at 80%. Some softening took place in Q4 with Out of Stocks, which was impacted by a combination of global supply challenges and shipping delays and stronger sales than anticipated. Total sales for F21 declined 0.6% to $7.1 billion, cycling the strict COVID lockdowns in H2 F20. Sales in H2 decreased 5.5% after cycling growth of 13.8% in the prior year. Q4 sales declined 3.9% and comparable sales declined 4.2%; average two-year comparable growth in Q4 rose to 4.9%. Digital and eCommerce momentum was again a highlight for the year. eCommerce sales grew 30.2%, despite cycling elevated sales from COVID impacts in H2, with Q4 penetration at 12.5%. Additional capacity was added with two new eStores in Grenada North (Lower North Island) and Moorhouse (Christchurch); the first two automated fulfilment units were launched in partnership with Takeoff Technologies at the Auckland Penrose eStore in January and at Moorhouse in March. Other digital highlights include the launch and scale-up of the Countdown transactional app and Delivery Saver subscription service. Further innovations included two Cleveron locker units for Pick up and the roll out of Scan&Go to six stores. F21 HighlightsEBIT (NZ$M)$361 (4.6)% from F20New stores medium‑term annual target3–4Sales (NZ$M)$7,146 (0.6)% from F20NZD $ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 7,1467,192(0.6)%EBITDA633634(0.2)%Depreciation and amortisation(272)(256)6.3%EBIT361378(4.6)%Gross margin (%)25.325.024 bpsCODB (%)20.219.845 bpsEBIT to sales (%)5.05.3(21) bpsSales per square metre ($) 17,14717,832(3.8)%Funds employed 4,3294,1903.3%ROFE (%)8.48.8(40) bpsPlastic removed (tonnes) 216.4–n.m.Scope 1 & 2 carbon emissions (tonnes)61,80268,426(9.7)%1 Growth for New Zealand Food quoted in New Zealand Dollars.2 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised volumes.30New Zealand FoodIn October, a simplified and strengthened Onecard rewards program was launched and Cartology New Zealand was launched in February. Two new Countdown stores were opened in Pokeno and Richmond, the first New Zealand 4 star Green Star rated store, and one Metro store. Two replacement Countdown stores and 10 Renewals were also completed. Sales per square metre declined by 3.8% to $17,147 due to the reduction in sales and an increase in average space. The new Hilton meat plant went live in July 2021 supplying cabinet ready meat to all North Island Countdown stores. Progress was made on the new Palmerston North ambient and Auckland Fresh distribution centres which are scheduled for opening in September 2021 and May 2022, respectively.New Zealand Food’s franchise stores (Fresh Choice and Super Value) had strong two-year sales growth despite the impact from lack of international tourists, particularly over the summer period. One new Super Value store opened in December.Average prices decreased by 0.5% in Q4 primarily driven by deflation in Grocery, Perishables and Meat, which was partly offset by some inflation in Produce. The reduction in average prices moderated relative to Q3 which experienced a more significant COVID impact last year than Q4, with both quarters impacted by a reduction in promotions in H2 F20. Gross profit (%) increased 24 bps on last year, helped by continued progress in stock loss, mix improvements and increased use of data-driven tools in category management, such as the promotional effectiveness tool. A new ‘Value You Can Count On’ campaign was launched to accompany over 4,000 products on the Great Price program.CODB (%) increased by 45 bps, with the biggest driver being team member wage increases driven by enterprise agreements. Other increases included store depreciation and digital spend arising from investment in the store network, eCommerce capacity and mix and digital capability, which have helped support eCommerce growth.EBIT for the year was $361 million, a 4.6% decline on the prior year following a 10.7% increase in EBIT in F20. H2 EBIT declined 13.3% due to cycling COVID. Following the launch of Countdown’s 2025 Sustainability Commitments, progress has continued in F21, including no longer selling plastic cutlery from our stores as well as shifting our fresh pasta into PET from PVC, all hot smoked salmon to clear PET and the removals of all glitter products from our stores. We also explored new opportunities to reduce carbon emissions, including working with the Sustainable Business Council and other businesses and logistics operators to develop the Low Carbon Freight Pathway report to progressively decarbonise New Zealand’s freight system. Q4'21 eCom penetration12.5%F21 eCom sales growth 30.2%eCommerce continued to gain momentum in F21 Richmond store Green Star accreditation In late F21, Countdown delivered New Zealand’s very first Green Star accredited supermarket. Countdown Richmond has been built with sustainability at the heart of both its construction and design and will be accredited in the coming months. The store is Countdown’s first site with solar panels, which will deliver up to 10–15% of the energy needed to run the store. Other initiatives include doors on fridges to reduce energy use, a transcritical refrigeration system, digital shelf tickets to prevent paper going to landfill, water efficient fixtures and fittings and much more. Richmond is the first of many Green Star projects for Countdown as it works towards meeting its commitment that all new property developments will have a 4 star Green Star design and as-built rating, and a 5 star Green Star minimum standard by 2025.Total eStores 412345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION31WOOLWORTHS GROUP ANNUAL REPORT 2021Trading PerformanceBIG W’s continued focus on its purpose of making a real difference for families has had a positive impact on customer metrics with Store-controllable VOC at 83%, an improvement of six points compared to the prior year. VOC NPS (Store and Online) increased four points on the prior year to 62 and softened one point from Q3. Notable improvements in VOC include Stock Availability, Ease of Locating Products and Correct Price Ticketing. BIG W achieved record annual sales of $4.6 billion in F21, up 11.6% on the prior year, with comparable sales increasing by 13.0%. All major categories experienced strong annual growth. Q4 total sales declined 10.4% (comparable: -9.4%) with trade impacted by lockdowns across Victoria and NSW in late Q4, and the cycling of the peak COVID demand in the prior year. Two-year average comparable sales growth in Q4 was 10.6%, supported by a strong customer plan and a successful Toy Mania sale event. BIG W’s digital acceleration continued in Q4 with eCommerce sales growth of 4.6% and penetration reaching a record 9.9%, up from 8.4% in the prior year. In Q4, BIG W X remained focused on creating more connected and convenient customer experiences by launching a new BIG W website, F21 HighlightsEBIT ($M)$172 344.9% from F20Commitment to building a sustainable future for familiesPrioritising our Planet goal and responding to customer shopping patterns, BIG W transitioned from print to exclusively digital catalogues (outside of the much loved Toy Mania catalogue), saving at least 8,000 tonnes of paper in F21.Sales ($M)$4,583 11.6% from F20$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 4,5834,10611.6%EBITDA34820767.6%Depreciation and amortisation(176)(168)4.2%EBIT17239344.9%Gross margin (%)33.631.8180 bpsCODB (%)29.930.9(100) bpsEBIT to sales (%)3.70.9280 bpsSales per square metre ($) 4,5173,96214.0%Funds employed 1,19494726.1%ROFE (%)16.53.612.9 ptsPlastic removed (tonnes) 13.1–n.m.Scope 1 & 2 carbon emissions (tonnes)115,882126,764(8.6)%1 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised sales volumes.BIG WF21 was a strong year for BIG W that saw improved customer scores and sales growth as it continued to live its purpose of making a real difference for families. 32evolving the online layby solution, as well as rolling out contactless Direct to boot to a further four locations, bringing total locations to 76. BIG W closed three stores during the year as part of its ongoing property network review, with total store numbers now at 176. Sales per square metre increased 14.0% due to strong sales growth and lower average space than the prior year. As previously announced, the Monarto DC closed in Q4, with the transition to a new third-party DC network in Perth and Melbourne in place from Q3. Gross profit (%) improved 180 bps in F21, with stronger margin expansion in H2 from continuing momentum in full price Apparel sales, coupled with H2 category mix changes due to cycling elevated sales of lower margin COVID-impacted categories, including Leisure and Toys and Home Essentials last year. CODB (%) reduced by 100 bps due to better fixed cost leverage, partly offset by the annualisation of costs associated with a new enterprise agreement, higher supply chain costs driven by the transition of Monarto DC to a third-party logistics provider, higher costs to support digital sales acceleration and investment in building digital and data analytics, and insight capability across teams. BIG W’s EBIT increased 344.9% to $172 million, and an EBIT margin of 3.7%, up from 0.9% in the prior year. Closing inventory was higher than the prior year due to higher inventory to support increased sales volumes, as well as normalising from COVID surge buying and stock availability challenges impacting last year. Average inventory days declined on the prior year due to sales momentum and good stock management. Higher closing inventory and capital investments resulted in higher funds employed at the end of the period. Despite this, ROFE improved to 16.5%, up from 3.6% in F20, due to the material EBIT increase compared to the prior year.BIG W continued to show real care for our communities through continuing its Free Books for Kids initiative distributing over 4.8 million free books to families. BIG W is committed to Woolworths Group’s 2025 Sustainability Plan and has made progress in a number of areas during the year, including the activation of ethical partnerships through the whole value chain such as Action Collaboration Transformation and Better Cotton Initiative. We recognise that reducing plastics is important to our customers and whilst pleased with our start, there is a lot more to do in the coming year.Making a real difference for families BIG W continued to focus on its purpose of “making a real difference for families” throughout F21. Through the challenges of COVID, the BIG W team continued to provide an essential service, while their financial, physical and mental wellbeing was supported. In the community, BIG W’s partnership with Good360 saw over seven million items donated to over 1,300 charities and schools in need across Australia through the floods and impact of COVID. BIG WF21 online VOC NPS59F21 eCom sales growth 60.5%Pick up locations176Direct to boot78Average weekly digital traffic4.2MScaling up the digital experience12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION33WOOLWORTHS GROUP ANNUAL REPORT 2021Trading PerformanceBIG W’s continued focus on its purpose of making a real difference for families has had a positive impact on customer metrics with Store-controllable VOC at 83%, an improvement of six points compared to the prior year. VOC NPS (Store and Online) increased four points on the prior year to 62 and softened one point from Q3. Notable improvements in VOC include Stock Availability, Ease of Locating Products and Correct Price Ticketing. BIG W achieved record annual sales of $4.6 billion in F21, up 11.6% on the prior year, with comparable sales increasing by 13.0%. All major categories experienced strong annual growth. Q4 total sales declined 10.4% (comparable: -9.4%) with trade impacted by lockdowns across Victoria and NSW in late Q4, and the cycling of the peak COVID demand in the prior year. Two-year average comparable sales growth in Q4 was 10.6%, supported by a strong customer plan and a successful Toy Mania sale event. BIG W’s digital acceleration continued in Q4 with eCommerce sales growth of 4.6% and penetration reaching a record 9.9%, up from 8.4% in the prior year. In Q4, BIG W X remained focused on creating more connected and convenient customer experiences by launching a new BIG W website, F21 HighlightsEBIT ($M)$172 344.9% from F20Commitment to building a sustainable future for familiesPrioritising our Planet goal and responding to customer shopping patterns, BIG W transitioned from print to exclusively digital catalogues (outside of the much loved Toy Mania catalogue), saving at least 8,000 tonnes of paper in F21.Sales ($M)$4,583 11.6% from F20$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 4,5834,10611.6%EBITDA34820767.6%Depreciation and amortisation(176)(168)4.2%EBIT17239344.9%Gross margin (%)33.631.8180 bpsCODB (%)29.930.9(100) bpsEBIT to sales (%)3.70.9280 bpsSales per square metre ($) 4,5173,96214.0%Funds employed 1,19494726.1%ROFE (%)16.53.612.9 ptsPlastic removed (tonnes) 13.1–n.m.Scope 1 & 2 carbon emissions (tonnes)115,882126,764(8.6)%1 Annualised calculated values for each reporting period based on virgin plastic weight removed per unit times annualised sales volumes.BIG WF21 was a strong year for BIG W that saw improved customer scores and sales growth as it continued to live its purpose of making a real difference for families. 32evolving the online layby solution, as well as rolling out contactless Direct to boot to a further four locations, bringing total locations to 76. BIG W closed three stores during the year as part of its ongoing property network review, with total store numbers now at 176. Sales per square metre increased 14.0% due to strong sales growth and lower average space than the prior year. As previously announced, the Monarto DC closed in Q4, with the transition to a new third-party DC network in Perth and Melbourne in place from Q3. Gross profit (%) improved 180 bps in F21, with stronger margin expansion in H2 from continuing momentum in full price Apparel sales, coupled with H2 category mix changes due to cycling elevated sales of lower margin COVID-impacted categories, including Leisure and Toys and Home Essentials last year. CODB (%) reduced by 100 bps due to better fixed cost leverage, partly offset by the annualisation of costs associated with a new enterprise agreement, higher supply chain costs driven by the transition of Monarto DC to a third-party logistics provider, higher costs to support digital sales acceleration and investment in building digital and data analytics, and insight capability across teams. BIG W’s EBIT increased 344.9% to $172 million, and an EBIT margin of 3.7%, up from 0.9% in the prior year. Closing inventory was higher than the prior year due to higher inventory to support increased sales volumes, as well as normalising from COVID surge buying and stock availability challenges impacting last year. Average inventory days declined on the prior year due to sales momentum and good stock management. Higher closing inventory and capital investments resulted in higher funds employed at the end of the period. Despite this, ROFE improved to 16.5%, up from 3.6% in F20, due to the material EBIT increase compared to the prior year.BIG W continued to show real care for our communities through continuing its Free Books for Kids initiative distributing over 4.8 million free books to families. BIG W is committed to Woolworths Group’s 2025 Sustainability Plan and has made progress in a number of areas during the year, including the activation of ethical partnerships through the whole value chain such as Action Collaboration Transformation and Better Cotton Initiative. We recognise that reducing plastics is important to our customers and whilst pleased with our start, there is a lot more to do in the coming year.Making a real difference for families BIG W continued to focus on its purpose of “making a real difference for families” throughout F21. Through the challenges of COVID, the BIG W team continued to provide an essential service, while their financial, physical and mental wellbeing was supported. In the community, BIG W’s partnership with Good360 saw over seven million items donated to over 1,300 charities and schools in need across Australia through the floods and impact of COVID. BIG WF21 online VOC NPS59F21 eCom sales growth 60.5%Pick up locations176Direct to boot78Average weekly digital traffic4.2MScaling up the digital experience12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION33WOOLWORTHS GROUP ANNUAL REPORT 2021Endeavour DrinksEndeavour Group separationOn 18 June 2021, Woolworths Group obtained shareholder approval for the separation of Endeavour Group which resulted in two of the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. The Group classified the respective assets and liabilities of Endeavour Group as held for distribution and have presented these amounts at carrying value and separately from other assets and liabilities in the balance sheet as at 27 June 2021.Trading performanceEndeavour Drinks’ total sales for the year were $10.2 billion, up 9.6% on the prior year. Sales growth was driven by the shift to in-home consumption and ongoing premiumisation trends. H2 sales decreased by 0.4%, with Q4 sales declining by 7% after cycling 23.2% growth in Q4 F20.BWS and Dan Murphy’s continued to improve customer metrics. Dan Murphy’s VOC ended the year at 79, up three points on the prior year and BWS VOC was 71, up one point on the prior year. eCommerce sales increased 34.7% in F21, with eCommerce penetration now 8.4% of sales (F20: 6.9%). Penetration has remained high even in periods when lockdowns and on-premise restrictions have eased.Endeavour Drinks’ retail store network increased to 1,643, with 33 net new stores added during F21. At the end of the year, the fleet consisted of 251 Dan Murphy’s stores and 1,392 BWS stores. Sales per square metre increased 7.2% reflecting strong sales growth ahead of an increase in average space. Gross margin (%) increased 109 bps in F21 mainly due to lower promotional activity and was supported by premiumisation and product mix shifts. CODB (%) was 17.6%, 64 bps higher than the prior year. The higher sales provided fixed cost leverage, which partially offset increases in team member costs, COVID costs and investments in technology and EndeavourX.EBIT increased 17.7% to $669 million in F21, and H2 EBIT increased 8.3%. Endeavour Drinks$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 10,1679,2759.6%EBITDA96082616.3%Depreciation and amortisation(291)(257)13.4%EBIT66956917.7%Gross margin (%)24.223.1109 bpsCODB (%)17.617.064 bpsEBIT to sales (%)6.66.145 bpsSales per square metre ($) 20,98919,5797.2%Funds employed 3,8043,5925.9%ROFE (%)17.915.1283 bpsDiscontinued operation – Endeavour Group34Trading PerformanceIn F21, total sales increased by 7.3% to $1,417 million with EBIT increasing by 51.7% to $261 million. In H2, sales increased by 87.1% cycling a period in the prior year when most hotels were closed. EBIT in H2 increased to $139 million following a loss of $52 million in the prior year. The most significant impact of COVID lockdowns and restrictions was in the key state of Victoria where operations were somewhat impacted throughout the financial year. Hotels re-entered lockdown in early July 2020 and reopened in early November with capacity limits and trading restrictions in place. There were further short-term snap lockdowns in both February and June. In F21, five hotels were acquired, taking the total network of hotels to 339 (including five managed clubs) and 26 hotels were refurbished, including significant redevelopments of two hotels.Endeavour Group costsEndeavour Group incurred Group costs of $31 million in F21 compared to $7 million in the prior year. The costs reflect the ongoing costs of establishing Endeavour Group as a stand-alone business. Hotels$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 1,4171,3207.3%EBITDA 49940522.8%Depreciation and amortisation(238)(233)1.7%EBIT 26117251.7%Gross margin (%)85.083.0206 bpsCODB (%)66.670.0(333) bpsEBIT to sales (%)18.413.0538 bpsFunds employed 3,8654,065(4.9)%ROFE (%)6.74.2251 bpsHotels12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION35WOOLWORTHS GROUP ANNUAL REPORT 2021Endeavour DrinksEndeavour Group separationOn 18 June 2021, Woolworths Group obtained shareholder approval for the separation of Endeavour Group which resulted in two of the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. The Group classified the respective assets and liabilities of Endeavour Group as held for distribution and have presented these amounts at carrying value and separately from other assets and liabilities in the balance sheet as at 27 June 2021.Trading performanceEndeavour Drinks’ total sales for the year were $10.2 billion, up 9.6% on the prior year. Sales growth was driven by the shift to in-home consumption and ongoing premiumisation trends. H2 sales decreased by 0.4%, with Q4 sales declining by 7% after cycling 23.2% growth in Q4 F20.BWS and Dan Murphy’s continued to improve customer metrics. Dan Murphy’s VOC ended the year at 79, up three points on the prior year and BWS VOC was 71, up one point on the prior year. eCommerce sales increased 34.7% in F21, with eCommerce penetration now 8.4% of sales (F20: 6.9%). Penetration has remained high even in periods when lockdowns and on-premise restrictions have eased.Endeavour Drinks’ retail store network increased to 1,643, with 33 net new stores added during F21. At the end of the year, the fleet consisted of 251 Dan Murphy’s stores and 1,392 BWS stores. Sales per square metre increased 7.2% reflecting strong sales growth ahead of an increase in average space. Gross margin (%) increased 109 bps in F21 mainly due to lower promotional activity and was supported by premiumisation and product mix shifts. CODB (%) was 17.6%, 64 bps higher than the prior year. The higher sales provided fixed cost leverage, which partially offset increases in team member costs, COVID costs and investments in technology and EndeavourX.EBIT increased 17.7% to $669 million in F21, and H2 EBIT increased 8.3%. Endeavour Drinks$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 10,1679,2759.6%EBITDA96082616.3%Depreciation and amortisation(291)(257)13.4%EBIT66956917.7%Gross margin (%)24.223.1109 bpsCODB (%)17.617.064 bpsEBIT to sales (%)6.66.145 bpsSales per square metre ($) 20,98919,5797.2%Funds employed 3,8043,5925.9%ROFE (%)17.915.1283 bpsDiscontinued operation – Endeavour Group34Trading PerformanceIn F21, total sales increased by 7.3% to $1,417 million with EBIT increasing by 51.7% to $261 million. In H2, sales increased by 87.1% cycling a period in the prior year when most hotels were closed. EBIT in H2 increased to $139 million following a loss of $52 million in the prior year. The most significant impact of COVID lockdowns and restrictions was in the key state of Victoria where operations were somewhat impacted throughout the financial year. Hotels re-entered lockdown in early July 2020 and reopened in early November with capacity limits and trading restrictions in place. There were further short-term snap lockdowns in both February and June. In F21, five hotels were acquired, taking the total network of hotels to 339 (including five managed clubs) and 26 hotels were refurbished, including significant redevelopments of two hotels.Endeavour Group costsEndeavour Group incurred Group costs of $31 million in F21 compared to $7 million in the prior year. The costs reflect the ongoing costs of establishing Endeavour Group as a stand-alone business. Hotels$ MILLIONF21 (52 WEEKS)F20 (52 WEEKS)CHANGESales 1,4171,3207.3%EBITDA 49940522.8%Depreciation and amortisation(238)(233)1.7%EBIT 26117251.7%Gross margin (%)85.083.0206 bpsCODB (%)66.670.0(333) bpsEBIT to sales (%)18.413.0538 bpsFunds employed 3,8654,065(4.9)%ROFE (%)6.74.2251 bpsHotels12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION35WOOLWORTHS GROUP ANNUAL REPORT 2021Our Material RisksMATERIAL RISKSWe operate in a fast-paced and ever-changing environment, and that has never been more evident than in the previous 12 months. Our businesses, both domestic and international, continue to face both opportunities and threats that could materially impact our operations. Woolworths Group is made up of a portfolio of some of Australia and New Zealand’s most trusted retail brands and growth platforms. Wherever we operate, we are led by our Purpose, Core Values and Ways-of-Working to create better experiences together for a better tomorrow.Our food and everyday needs ecosystem is focused on delivering on the needs of our connected customers and leveraging our unique assets, brands and capabilities. To be confident we will achieve our purpose and execute our strategy, we need to manage risk (both internal and external) effectively across the Group to protect the value of our assets today, but also to enable the Group to deliver growth for tomorrow. The Group acknowledges that the COVID-19 pandemic is a contributory and/or causal factor to risks relating to, amongst others, lockdowns and trading impacts, customer and team member safety, mental health, economic conditions, consumer sentiment, and multiple operational and supply chain impacts. We are proud of our response to the pandemic and our ability to keep our team and customers safe while maintaining supply. However, we continue to be prepared for the rapidly evolving nature of the virus and emergence of new variants that make impacts difficult to predict and respond to. Despite this challenging environment, we successfully completed the separation of Endeavour Group as well as the formation of our retail, international and wholesale red meat business, Greenstock. Looking towards the future in this highly competitive and dynamic retail and online market, we also recognise the occurrence of continued market disruption and strategy execution risks. Our recently refreshed Risk Appetite Statement, as agreed with our Board, captures the types and amount of risk we are willing to accept in pursuit of value creation and guides how we manage and control risks.The Board has demonstrated its commitment to Risk Management, with the formation of a new Risk Committee and the appointment of a Chief Risk Officer to the Woolworths Group Executive Committee, reporting to the CEO and Committee chair. Woolworths Group has commenced on a risk management journey to achieve a future objective where “Woolworths Group is confident that we are operating effectively to the Woolworths Group Risk Appetite”.Our material risks are considered and where appropriate, adjusted through regular meetings with senior management followed by review and oversight by the Board. We evaluate our risks in line with changes to our environment and may also identify additional and emerging risks that could adversely affect the Group. Further information in relation to risk management can be found throughout the Annual Report and in the Corporate Governance Statement which is available on the Woolworths Group website. The material risks faced by Woolworths Group, that may impact on our ability to achieve our key strategic priorities, are outlined on pages 38–41. RisksFinancialPeople and cultureStrategy andtransformationand complianceSustainability, legalexcellenceOperational36Risk management oversightThe diagram below sets out an overview of risk governance and management at Woolworths Group together with key responsibilities of the Board and Board committees, the Group Executive Committee, Group Risk, Internal Audit and the businesses. It is based on the three lines of accountability model, which is how risk is managed at Woolworths Group.The Board of Directors(with input from Audit and Finance Committee, People Committee, Risk Committee, Sustainability Committee, Nomination Committee)Sets and communicates expectations for risk managementApproves Woolworths Group Ways-of-Working, Core Values and Code of Conduct to underpin the desired cultureSatisfies itself that Woolworths Group has in place an appropriate risk management frameworkProvides oversight of risk exposures and risk-taking Monitors the effectiveness of Woolworths Group governance practicesGroup Executive CommitteeSets business direction and resolves significant enterprise risk issuesProvides recommendations to the Board on risk policy, frameworks and risk practicesManages risks and reporting on risk matters Implements effective risk management in the business unitsRISK LEADERSHIPTHREE LINES OF ACCOUNTABILITY1ST LINE OF ACCOUNTABILITYBusinessOwns and manages riskBusinessesGroup Services2ND LINE OF ACCOUNTABILITYOversight functions Oversees and sets frameworks and standards. Monitors risk and provides confidenceGroup RiskGroup Culture & PeopleGroup Safety, Health & Wellbeing Group Legal & ComplianceGroup Finance3RD LINE OF ACCOUNTABILITYIndependent assurance Provides independent assurance of frameworks and controls effectivenessInternal AuditExternal Audit12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION37WOOLWORTHS GROUP ANNUAL REPORT 2021Our Material RisksMATERIAL RISKSWe operate in a fast-paced and ever-changing environment, and that has never been more evident than in the previous 12 months. Our businesses, both domestic and international, continue to face both opportunities and threats that could materially impact our operations. Woolworths Group is made up of a portfolio of some of Australia and New Zealand’s most trusted retail brands and growth platforms. Wherever we operate, we are led by our Purpose, Core Values and Ways-of-Working to create better experiences together for a better tomorrow.Our food and everyday needs ecosystem is focused on delivering on the needs of our connected customers and leveraging our unique assets, brands and capabilities. To be confident we will achieve our purpose and execute our strategy, we need to manage risk (both internal and external) effectively across the Group to protect the value of our assets today, but also to enable the Group to deliver growth for tomorrow. The Group acknowledges that the COVID-19 pandemic is a contributory and/or causal factor to risks relating to, amongst others, lockdowns and trading impacts, customer and team member safety, mental health, economic conditions, consumer sentiment, and multiple operational and supply chain impacts. We are proud of our response to the pandemic and our ability to keep our team and customers safe while maintaining supply. However, we continue to be prepared for the rapidly evolving nature of the virus and emergence of new variants that make impacts difficult to predict and respond to. Despite this challenging environment, we successfully completed the separation of Endeavour Group as well as the formation of our retail, international and wholesale red meat business, Greenstock. Looking towards the future in this highly competitive and dynamic retail and online market, we also recognise the occurrence of continued market disruption and strategy execution risks. Our recently refreshed Risk Appetite Statement, as agreed with our Board, captures the types and amount of risk we are willing to accept in pursuit of value creation and guides how we manage and control risks.The Board has demonstrated its commitment to Risk Management, with the formation of a new Risk Committee and the appointment of a Chief Risk Officer to the Woolworths Group Executive Committee, reporting to the CEO and Committee chair. Woolworths Group has commenced on a risk management journey to achieve a future objective where “Woolworths Group is confident that we are operating effectively to the Woolworths Group Risk Appetite”.Our material risks are considered and where appropriate, adjusted through regular meetings with senior management followed by review and oversight by the Board. We evaluate our risks in line with changes to our environment and may also identify additional and emerging risks that could adversely affect the Group. Further information in relation to risk management can be found throughout the Annual Report and in the Corporate Governance Statement which is available on the Woolworths Group website. The material risks faced by Woolworths Group, that may impact on our ability to achieve our key strategic priorities, are outlined on pages 38–41. RisksFinancialPeople and cultureStrategy andtransformationand complianceSustainability, legalexcellenceOperational36Risk management oversightThe diagram below sets out an overview of risk governance and management at Woolworths Group together with key responsibilities of the Board and Board committees, the Group Executive Committee, Group Risk, Internal Audit and the businesses. It is based on the three lines of accountability model, which is how risk is managed at Woolworths Group.The Board of Directors(with input from Audit and Finance Committee, People Committee, Risk Committee, Sustainability Committee, Nomination Committee)Sets and communicates expectations for risk managementApproves Woolworths Group Ways-of-Working, Core Values and Code of Conduct to underpin the desired cultureSatisfies itself that Woolworths Group has in place an appropriate risk management frameworkProvides oversight of risk exposures and risk-taking Monitors the effectiveness of Woolworths Group governance practicesGroup Executive CommitteeSets business direction and resolves significant enterprise risk issuesProvides recommendations to the Board on risk policy, frameworks and risk practicesManages risks and reporting on risk matters Implements effective risk management in the business unitsRISK LEADERSHIPTHREE LINES OF ACCOUNTABILITY1ST LINE OF ACCOUNTABILITYBusinessOwns and manages riskBusinessesGroup Services2ND LINE OF ACCOUNTABILITYOversight functions Oversees and sets frameworks and standards. Monitors risk and provides confidenceGroup RiskGroup Culture & PeopleGroup Safety, Health & Wellbeing Group Legal & ComplianceGroup Finance3RD LINE OF ACCOUNTABILITYIndependent assurance Provides independent assurance of frameworks and controls effectivenessInternal AuditExternal Audit12345PERFORMANCEHIGHLIGHTSBUSINESS REVIEWDIRECTORS' REPORTFINANCIAL REPORTOTHER INFORMATION37WOOLWORTHS GROUP ANNUAL REPORT 202138
MATERIAL BUSINESS RISKS
RISK
MITIGATING ACTIVITIES
RISK
MITIGATING ACTIVITIES
Pandemic
(currently focused on
COVID-19)
Failure to respond to pandemic events
(large-scale outbreaks of infectious
diseases) which can greatly impact
health and wellbeing over a wide
geographic area. Such events can cause
significant economic, operational and
social disruption which can adversely
affect our businesses.
Safety, Health &
Wellbeing
The safety, health and wellbeing of our
teams, partners, customers, and those
we interact with in the community, is of
paramount importance to Woolworths
Group. An inability to control our
material safety, health and wellbeing
risks may result in a serious injury/
illness, or fatality/ies, as well as give rise
to significant claims, regulatory impact,
and reputational damage. We also
recognise the emergence of work-related
psychosocial and mental health risks
and are committed to minimising any
potential impact to our team.
Product & Food Safety
The safety of our customers is
paramount. Unsafe products may
potentially result in injury, harm or
illness to our customers as well as
regulatory impacts and significant
reputational damage.
• Our Board, Risk and People Committees and Group Executive Committee monitor
our response to the COVID-19 pandemic.
• The Group has a dedicated task force that is activated as required to focus on
managing the COVID-19 risk, response to federal government directives, various
state lockdowns, trading impacts and the health and wellbeing of our customers
and team members.
• The Group maintains a suite of policies, frameworks and standards that support and
enable our Business Resilience and Crisis response. These include Business Continuity,
Emergency Management, Crisis Management Incident Response plans and teams that
are periodically updated to reflect changes in circumstances, government directives
and our learnings since the start of the pandemic in early 2020.
• Our priority remains the continued support of our customers and team members
by prioritising health, safety, and wellbeing. Key COVID-19 risk measures include
support for team member mental wellbeing, QR code check-ins, social distancing,
mask wearing, store hygiene and cleaning and incident response protocols which
are adjusted to meet changing local and national obligations and circumstances.
•
Supply chain impacts, notably relating to vulnerable customers and provision of
essential/basic consumer needs remains a key focus, with investment in improved
demand forecasting and availability management, particularly following state
or local lockdowns.
• Our Board, People Committee and Group Executive Committee monitor
safety, health and wellbeing performance and have oversight for the overall
management approach.
• Through the application of a comprehensive set of controls, we aspire to
proactively manage our material safety, health and wellbeing risks, periodically
testing the application of these controls to meet, as a minimum, our legislative
requirements. In addition, we also deploy a series of agile response mechanisms
with the aim of minimising the impacts of a failure.
• We are also committed to understanding and mitigating psychosocial
work-related mental health risk factors, which could unduly impact
a team member’s mental health.
• Our Board, Sustainability Committee and Group Executive Committee monitor product
and food safety performance and have oversight for the overall management approach.
• We have a well-established product safety and new product development
framework with dedicated and experienced teams across our businesses
to support our commitment to our customers to deliver safe products.
• We are committed to driving consistent quality across our suppliers including
Own Brand products, with independent assurance and quality checks.
• We have clear procedures and processes for management of products across our
supply chain from design, manufacturing, transport and storage to customer purchase.
Supporting these controls are effective processes for the management of complaints
and issues to allow appropriate withdrawal and recall of products when required.
Technology Availability
& Cyber Security
The increasing interconnectedness and
complexity of our technology environment,
the increasing threat from cyber security
as well as the changing regulatory and
business landscape, means we need to
continue to evolve to prevent material
impacts of any breaches or disruption to
critical business operations resulting from
loss of technology systems or services.
Such events may cause significant
business and reputational damage,
adverse regulatory action (including legal
proceedings) and financial impacts.
• We are actively working to reduce these risks by continuing to enhance our
cyber control environment, on the back of the foundations implemented over
the last few years which is overseen by our Board, Risk Committee and Group
Executive Committee.
• With the aim of managing these risks, focus is on our IT processes, and the
establishment of key metrics for monitoring operational excellence.
• We are improving the monitoring of our controls to give us the assurance that
technology and cyber security risks are being managed effectively.
• We monitor, assess, and enhance our information security infrastructure and
applications, with full incident response programs.
• We are working to improve our resilience programs to incorporate the monitoring
of third parties’ general technology and cyber security controls.
• Our governance frameworks continue to adapt to the ever-changing threat
landscape and regulatory requirements with a focus on technology enablement,
system availability and information security.
Data Management
& Privacy
Data is one of our most important
organisational assets, supporting
investment, strategic and operational
decision-making, as well as meeting
customer needs and expectations.
A failure to maintain the quality
of our data could result in adverse
commercial outcomes.
Misuse of customers' data, or
use misaligned with community
expectations, has the potential to result
in loss of data, unauthorised access
and/or disclosure of individuals data,
significant brand and reputational
damage, adverse regulatory outcomes
(including fines and/or legal
proceedings), financial impacts, loss of
partnerships, loss of customer trust and
customer attrition.
Sustainability
Our customers want positive change, and
they are counting on us to make it happen.
Our Purpose, Core Values and Ways-of-
Working are core to how we conduct our
business as we aim to deliver sustainable
shareholder value with long-term growth.
If we fail to act as a responsible business
whether that is through how we
manage our environmental impacts,
our contribution to a healthier and more
inclusive society or how we source our
products, we may lose the trust of our team
and customers impacting shareholder
value and long-term growth.
Pay & Entitlements
Failure to pay team members in line
with entitlements results in loss of trust,
reputation damage and additional costs.
We continue to focus on rectifying the
historical issues, while putting in place
processes and controls that prevent it
from occurring again.
Security & Resilience
As a business that is deemed an essential
service, we seek to maintain continuity
of products and services to our
communities. Interruptions can impact
our operations, customers and team
members and may cause reputation
damage as well as financial impacts.
• We are prioritising key initiatives to continue to uplift our privacy framework and
data management capabilities across the Group.
• During F21, we established new management and governance forums to build upon
and connect key privacy and data management capabilities.
• These forums will help set and support privacy and data management strategy,
priorities and direction for the Group as well as developing and enhancing the
operating model and controls.
• Our governance focus over data management and privacy is on the protection and
appropriate use of our customer, teams and organisational data. Our governance
frameworks are maturing and changing to support our data strategy, and to reflect
the evolving regulatory requirements and community expectations.
• Our experienced teams monitor, assess and enhance our information security
position to allow us to protect and respond appropriately, while capturing
valuable learnings.
• The Board, Risk Committee and Group Executive Committee have oversight of this risk.
• Our Group Sustainability Plan 2025 is organised into three pillars of People, Planet
and Product. Each focus area has detailed commitments that we are focused on
achieving by 2025 which we regularly monitor and report to the Sustainability
Committee and the market.
• Our Group Sustainability Plan also outlines our Responsible Sourcing Program in detail.
Our approach to addressing human rights related risks across our supply chain with
due diligence requirements for specific suppliers, plus self-assessments, audits and
contractual specifications.
• We assess climate change risks annually and have already taken a number of measures
to improve our operational resilience.
•
Further details on the steps we have taken to identify, manage and mitigate
our sustainability risks can be found in our Sustainability Report and Modern
• The Board, Sustainability Committee and Group Executive Committee has oversight
Slavery Statement.
of this risk.
• Our Board, People Committee and Group Executive Committee have oversight of our
management approach and we have continued to make significant progress towards
remediating our historical salaried team member payroll issues.
• We launched a structured end-to-end Program with the aim of building best in class
pay processes across Woolworths Group.
• We have refreshed our Operational Compliance Plan to review all obligations under
each of our industrial instruments and how they are configured in our pay systems.
• We have progressed both the short-term priority of completing remediation
payments to the team as well as the longer-term systemic changes to our
pay processes from store through to payment that will achieve a sustainable
improvement in our control environment.
• Our updated suite of Business Resilience policies, frameworks and standards with
oversight from our Risk Committee, has a focus on how we prevent, prepare and
respond to, and recover from key events across our whole organisation.
• We monitor and respond to key events that threaten the continuity of our operations,
whether these be natural disasters, extreme weather conditions, cyber-attacks,
technology failures, acts of terrorism or pandemic risks.
• Our Crisis Management Team and Emergency Management Teams have responded
to a number of events during F21 which have demonstrated our agility, our ability
to test and respond, and our drive to continue to learn and improve our execution.
• Our Board, Risk Committee and Group Executive Committee has oversight of this risk.
39
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
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G
R
O
U
P
1
H
I
G
H
L
I
G
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T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
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T
F
I
N
A
N
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I
A
L
5
O
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H
E
R
I
N
F
O
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M
A
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I
O
N
38
MATERIAL BUSINESS RISKS
RISK
Pandemic
(currently focused on
COVID-19)
Failure to respond to pandemic events
(large-scale outbreaks of infectious
diseases) which can greatly impact
health and wellbeing over a wide
geographic area. Such events can cause
significant economic, operational and
social disruption which can adversely
affect our businesses.
Safety, Health &
Wellbeing
The safety, health and wellbeing of our
teams, partners, customers, and those
we interact with in the community, is of
paramount importance to Woolworths
Group. An inability to control our
material safety, health and wellbeing
risks may result in a serious injury/
illness, or fatality/ies, as well as give rise
to significant claims, regulatory impact,
and reputational damage. We also
recognise the emergence of work-related
psychosocial and mental health risks
and are committed to minimising any
potential impact to our team.
Product & Food Safety
The safety of our customers is
paramount. Unsafe products may
potentially result in injury, harm or
illness to our customers as well as
regulatory impacts and significant
reputational damage.
• Our Board, Risk and People Committees and Group Executive Committee monitor
our response to the COVID-19 pandemic.
• The Group has a dedicated task force that is activated as required to focus on
managing the COVID-19 risk, response to federal government directives, various
state lockdowns, trading impacts and the health and wellbeing of our customers
and team members.
• The Group maintains a suite of policies, frameworks and standards that support and
enable our Business Resilience and Crisis response. These include Business Continuity,
Emergency Management, Crisis Management Incident Response plans and teams that
are periodically updated to reflect changes in circumstances, government directives
and our learnings since the start of the pandemic in early 2020.
• Our priority remains the continued support of our customers and team members
by prioritising health, safety, and wellbeing. Key COVID-19 risk measures include
support for team member mental wellbeing, QR code check-ins, social distancing,
mask wearing, store hygiene and cleaning and incident response protocols which
are adjusted to meet changing local and national obligations and circumstances.
•
Supply chain impacts, notably relating to vulnerable customers and provision of
essential/basic consumer needs remains a key focus, with investment in improved
demand forecasting and availability management, particularly following state
or local lockdowns.
• Our Board, People Committee and Group Executive Committee monitor
safety, health and wellbeing performance and have oversight for the overall
management approach.
• Through the application of a comprehensive set of controls, we aspire to
proactively manage our material safety, health and wellbeing risks, periodically
testing the application of these controls to meet, as a minimum, our legislative
requirements. In addition, we also deploy a series of agile response mechanisms
with the aim of minimising the impacts of a failure.
• We are also committed to understanding and mitigating psychosocial
work-related mental health risk factors, which could unduly impact
a team member’s mental health.
• Our Board, Sustainability Committee and Group Executive Committee monitor product
and food safety performance and have oversight for the overall management approach.
• We have a well-established product safety and new product development
framework with dedicated and experienced teams across our businesses
to support our commitment to our customers to deliver safe products.
• We are committed to driving consistent quality across our suppliers including
Own Brand products, with independent assurance and quality checks.
• We have clear procedures and processes for management of products across our
supply chain from design, manufacturing, transport and storage to customer purchase.
Supporting these controls are effective processes for the management of complaints
and issues to allow appropriate withdrawal and recall of products when required.
Technology Availability
& Cyber Security
The increasing interconnectedness and
complexity of our technology environment,
the increasing threat from cyber security
as well as the changing regulatory and
business landscape, means we need to
continue to evolve to prevent material
impacts of any breaches or disruption to
critical business operations resulting from
loss of technology systems or services.
Such events may cause significant
business and reputational damage,
adverse regulatory action (including legal
proceedings) and financial impacts.
• We are actively working to reduce these risks by continuing to enhance our
cyber control environment, on the back of the foundations implemented over
the last few years which is overseen by our Board, Risk Committee and Group
Executive Committee.
• With the aim of managing these risks, focus is on our IT processes, and the
establishment of key metrics for monitoring operational excellence.
• We are improving the monitoring of our controls to give us the assurance that
technology and cyber security risks are being managed effectively.
• We monitor, assess, and enhance our information security infrastructure and
applications, with full incident response programs.
• We are working to improve our resilience programs to incorporate the monitoring
of third parties’ general technology and cyber security controls.
• Our governance frameworks continue to adapt to the ever-changing threat
landscape and regulatory requirements with a focus on technology enablement,
system availability and information security.
MITIGATING ACTIVITIES
RISK
MITIGATING ACTIVITIES
Data Management
& Privacy
Data is one of our most important
organisational assets, supporting
investment, strategic and operational
decision-making, as well as meeting
customer needs and expectations.
A failure to maintain the quality
of our data could result in adverse
commercial outcomes.
Misuse of customers' data, or
use misaligned with community
expectations, has the potential to result
in loss of data, unauthorised access
and/or disclosure of individuals data,
significant brand and reputational
damage, adverse regulatory outcomes
(including fines and/or legal
proceedings), financial impacts, loss of
partnerships, loss of customer trust and
customer attrition.
Sustainability
Our customers want positive change, and
they are counting on us to make it happen.
Our Purpose, Core Values and Ways-of-
Working are core to how we conduct our
business as we aim to deliver sustainable
shareholder value with long-term growth.
If we fail to act as a responsible business
whether that is through how we
manage our environmental impacts,
our contribution to a healthier and more
inclusive society or how we source our
products, we may lose the trust of our team
and customers impacting shareholder
value and long-term growth.
Pay & Entitlements
Failure to pay team members in line
with entitlements results in loss of trust,
reputation damage and additional costs.
We continue to focus on rectifying the
historical issues, while putting in place
processes and controls that prevent it
from occurring again.
Security & Resilience
As a business that is deemed an essential
service, we seek to maintain continuity
of products and services to our
communities. Interruptions can impact
our operations, customers and team
members and may cause reputation
damage as well as financial impacts.
• We are prioritising key initiatives to continue to uplift our privacy framework and
data management capabilities across the Group.
• During F21, we established new management and governance forums to build upon
and connect key privacy and data management capabilities.
• These forums will help set and support privacy and data management strategy,
priorities and direction for the Group as well as developing and enhancing the
operating model and controls.
• Our governance focus over data management and privacy is on the protection and
appropriate use of our customer, teams and organisational data. Our governance
frameworks are maturing and changing to support our data strategy, and to reflect
the evolving regulatory requirements and community expectations.
• Our experienced teams monitor, assess and enhance our information security
position to allow us to protect and respond appropriately, while capturing
valuable learnings.
• The Board, Risk Committee and Group Executive Committee have oversight of this risk.
• Our Group Sustainability Plan 2025 is organised into three pillars of People, Planet
and Product. Each focus area has detailed commitments that we are focused on
achieving by 2025 which we regularly monitor and report to the Sustainability
Committee and the market.
• Our Group Sustainability Plan also outlines our Responsible Sourcing Program in detail.
Our approach to addressing human rights related risks across our supply chain with
due diligence requirements for specific suppliers, plus self-assessments, audits and
contractual specifications.
• We assess climate change risks annually and have already taken a number of measures
to improve our operational resilience.
•
Further details on the steps we have taken to identify, manage and mitigate
our sustainability risks can be found in our Sustainability Report and Modern
Slavery Statement.
• The Board, Sustainability Committee and Group Executive Committee has oversight
of this risk.
• Our Board, People Committee and Group Executive Committee have oversight of our
management approach and we have continued to make significant progress towards
remediating our historical salaried team member payroll issues.
• We launched a structured end-to-end Program with the aim of building best in class
pay processes across Woolworths Group.
• We have refreshed our Operational Compliance Plan to review all obligations under
each of our industrial instruments and how they are configured in our pay systems.
• We have progressed both the short-term priority of completing remediation
payments to the team as well as the longer-term systemic changes to our
pay processes from store through to payment that will achieve a sustainable
improvement in our control environment.
• Our updated suite of Business Resilience policies, frameworks and standards with
oversight from our Risk Committee, has a focus on how we prevent, prepare and
respond to, and recover from key events across our whole organisation.
• We monitor and respond to key events that threaten the continuity of our operations,
whether these be natural disasters, extreme weather conditions, cyber-attacks,
technology failures, acts of terrorism or pandemic risks.
• Our Crisis Management Team and Emergency Management Teams have responded
to a number of events during F21 which have demonstrated our agility, our ability
to test and respond, and our drive to continue to learn and improve our execution.
• Our Board, Risk Committee and Group Executive Committee has oversight of this risk.
39
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2
0
2
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O
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F
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M
A
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C
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2
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I
N
E
S
S
3
R
E
P
O
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I
D
R
E
C
T
O
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'
4
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5
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I
40
MATERIAL BUSINESS RISKS
RISK
MITIGATING ACTIVITIES
MITIGATING ACTIVITIES
Legal, Regulatory and
Governance
Our business is subject to a wide range
of legal and regulatory requirements
covering topics such as competition,
employment, health and safety,
transport safety, product safety, privacy,
anti-bribery and corruption, anti-money
laundering, and liquor and gaming.
From time to time, despite our best
endeavours, we may be the focus
of, or a party to, investigations,
legal claims or litigation which may
adversely impact our reputation
and have financial impacts.
Customer and Brand
Our customers expect a connected,
personalised and convenient shopping
experience which requires our business
model to continually evolve to meet
these needs.
This is no more evident than in the
digital and online area of our business,
and we expect this to continue to
increase into the future, meaning we
must remain agile in responding to these
changing customer preferences, market
conditions and community sentiments.
Unfavourable events may negatively
impact our brand and reputation.
Strategy Development
and Execution
Our food and everyday needs ecosystem
strategy aims to differentiate our
business in the competitive retail
environment.
Our ability to execute against this
strategy is critical to remaining
competitive and we do this by working at
pace, remaining agile and working end
to end as one team.
Strategic Workforce
Planning
Our team members are key to our
success. The ability to attract, retain and
motivate team members with diverse
skills, capabilities and background will
help us build retailers of the future.
• Our Board, Board Committee and Group Executive Committee receive wide-ranging
updates on legal, regulatory and compliance matters. The Risk Committee has
oversight of the Compliance Framework.
• Our Code of Conduct provides a clear statement on our Core Values including “doing
the right thing”.
• New starter and annual compliance training programs are required to be completed
by all team members.
• Our Group Compliance Framework, along with business unit-specific Operational
Compliance Plans and our compliance and assurance programs, aim to support the
effective operations of our business while managing our compliance obligations.
• Our dedicated Group legal and compliance teams partner with our leadership teams
to advise on and monitor legal, regulatory and public policy changes, legal issues and
claims, while supporting innovative and new opportunities.
• Woolworths Group has an ethics reporting service (Speak Up) as well as a
whistleblowing process, and actively encourages current and former team members,
suppliers and their families to report wrongdoing and breaches of the law.
• Our Board reviews and annually approves our strategies which are aligned with our
pursuit of innovation that improves customer satisfaction, experience, convenience
and services as well as our strong brands.
• Customer insights are provided to our Group Executive Committee to inform our
approach to enhancing our customer proposition and improve our customer’s
experience, both in store and online.
• We regularly monitor our customer satisfaction through Voice of Customer surveys
at an individual business level and make changes according to identified trends. Our
senior leadership and Board receive regular customer feedback and trends and use
this information to improve for our customers.
• Our dedicated strategy teams, along with our marketing teams, work closely
to monitor trends and developments both locally and globally to enhance the
development of our responses across our brands and customer propositions.
• The Board and Group Executive Committee have oversight of this risk.
• Our Board reviews and annually approves our strategies and receives regular updates
on progress and developments. The implementation of our strategy is overseen by
our Board, Risk Committee, Group Executive Committee and governance forums,
including our Delivery Offices to provide oversight of the delivery of our strategy
and key initiatives.
• We have key management and governance forums to review and analyse key metrics
and trends with regards to customer buying patterns, supplier metrics, team results,
the competitive landscape, regulatory changes, future sales propositions, promotions
and marketing activities to monitor and adjust priorities.
• We have dedicated strategy teams and change management capabilities that assist
with evaluating and mitigating the impact of continued and significant change on our
operations and our team.
• The successful delivery of our strategy requires a committed workforce, supported
by a culture focused on accountability and simplicity. Our Purpose, Core Values
and Ways-of-Working focus on caring for our team members as our organisation
pivots to respond to our industry and organisational changes. This is overseen
by our People Committee.
• We are committed to attracting and retaining a diverse workforce that reflects the
community. We achieve this by setting clear targets on gender equity, leadership
diversity training and Aboriginal and Torres Strait Islander employment levels
outlined in our Sustainability Plan 2025 commitments.
• We have a range of processes to support and manage our team members through
their careers such as performance management, capability assessments and key
talent management.
• We are committed to capturing ongoing feedback from our team members across
our organisation to drive ongoing improvement with regards to people management,
through surveys and Speak Up programs.
• We have embraced flexible working, which accelerated during COVID-19, to give
our team members the best opportunity to succeed in their roles, regardless of their
physical location. We continue to assess these new ways of operating to understand
any challenges related to achieving our desired culture.
• We regularly review our supply chain resilience across our sourcing countries,
transport channels, internal and partner facility network to confirm redundancy
within changing external environments.
• Our supply chain strategy and future network plans are reviewed and approved by
our Board with a focus on providing the best outcomes for our customers as we seek
to optimise our distribution and customer fulfilment centres, transport operations
and last mile deliveries. Ongoing evaluation of current and future requirements are
conducted to allow us to enhance and proactively manage our network and capacity.
• Our resilience program is also supported by contingency plans and testing programs
to allow quick response to fast changing environments as was seen during the year
as COVID-19 restrictions were imposed across different states at different times.
• We invest in technology to support safe, efficient and effective warehouse
management and transport operations.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• We have advanced in our commitment and focus on delivering digital and eCommerce
solutions aligned with our customers. We have formed dedicated teams across our
business units to develop innovative and stable solutions.
• We invest in our technology, systems and infrastructure to provide a safe, secure and
stable platform for our customers. This investment has also included innovative online
fulfilment capabilities to meet the increasing demand for these services.
• While developing these new solutions, we are committed to protecting our
customers' data and managing new safety risks related to new delivery solutions
such as last-mile deliveries.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• Our Responsible Sourcing, Modern Slavery and Quality Standards give clear
guidance to our suppliers of the standards we require to support our commitment
to source safe, quality and compliant products.
• We conduct periodic assessment of our suppliers, plus independent audits to give
assurance and to drive ongoing improvement initiatives across our supplier base.
• Our Voice of Supplier surveys and Supplier Speak Up Program provide mechanisms
for our suppliers to respond openly (and anonymously) and their responses are
reviewed and escalated as required.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• Our Group Treasury function is responsible for day-to-day management of
our treasury risks, including liquidity, funding, interest rates, foreign currency,
and counterparty risk. These risks are managed in accordance with the Board
approved Treasury Policy and may include the use of derivatives and other risk
management initiatives.
• The Group’s insurance program incorporates a range of externally placed insurance
policies and self-insured programs for specific risks. Our decision to self-insure
depends on our ability to improve our risk profile to reduce cost, as well as the
capacity of external insurance markets. We monitor our self-insured risks and
have active programs to help us pre-empt and mitigate losses.
• Our financial targets are regularly monitored to confirm progress and to confirm
our business is focused on pursuing opportunities and mitigating key risks.
Our financial results have an assurance program with independent audits
to confirm the soundness of our financial statements.
• The Board, Audit and Finance Committee and Group Executive Committee have
oversight of this risk.
41
A
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2
0
2
1
W
O
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L
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O
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H
S
G
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O
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1
H
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G
H
L
I
G
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T
S
P
E
R
F
O
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M
A
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C
E
2
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E
V
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W
B
U
S
I
N
E
S
S
3
R
E
P
O
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T
D
I
R
E
C
T
O
R
S
'
4
R
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P
O
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F
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A
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A
L
5
O
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H
E
R
I
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F
O
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M
A
T
I
O
N
RISK
Supply Chain
Disruptions to warehouse management
and transport operations can impact the
continuity of supplies to stores, resulting
in lost sales and/or customers.
Digital & eCommerce
Digital and eCommerce continues to be
a significant growth area of our business,
and with this growth there are risks
that can impact our ability to safely and
securely serve our customers.
Protecting our customers both in their
online interactions as well as through
home and last-mile delivery is critical
and if not managed effectively, may
result in safety, reputational and
financial impacts.
Suppliers
Our products are sourced from a wide
range of domestic and international
suppliers. Ineffective supplier
management can impact our product
proposition and result in challenges
with product range, availability,
price and quality.
Financial, Treasury
and Tax
The management of liquidity to make
accurate and timely payments to
team members and suppliers, and the
management of capital and availability
of funding, are important requirements
to support our business operations
and growth.
In addition, we are exposed to adverse
fluctuations in foreign exchange rates
and interest rates, which could impact
profitability.
Accidents, natural disasters and
other events can occur which affect
our customers, team members
and businesses. Insurance can be
used to protect against losses from
such incidents.
40
MATERIAL BUSINESS RISKS
RISK
MITIGATING ACTIVITIES
RISK
MITIGATING ACTIVITIES
Legal, Regulatory and
Governance
Our business is subject to a wide range
of legal and regulatory requirements
covering topics such as competition,
employment, health and safety,
transport safety, product safety, privacy,
anti-bribery and corruption, anti-money
laundering, and liquor and gaming.
From time to time, despite our best
endeavours, we may be the focus
of, or a party to, investigations,
legal claims or litigation which may
adversely impact our reputation
and have financial impacts.
Customer and Brand
Our customers expect a connected,
personalised and convenient shopping
experience which requires our business
model to continually evolve to meet
these needs.
This is no more evident than in the
digital and online area of our business,
and we expect this to continue to
increase into the future, meaning we
must remain agile in responding to these
changing customer preferences, market
conditions and community sentiments.
Unfavourable events may negatively
impact our brand and reputation.
Strategy Development
and Execution
Our food and everyday needs ecosystem
strategy aims to differentiate our
business in the competitive retail
environment.
Our ability to execute against this
strategy is critical to remaining
competitive and we do this by working at
pace, remaining agile and working end
to end as one team.
Strategic Workforce
Planning
Our team members are key to our
success. The ability to attract, retain and
motivate team members with diverse
skills, capabilities and background will
help us build retailers of the future.
• Our Board, Board Committee and Group Executive Committee receive wide-ranging
updates on legal, regulatory and compliance matters. The Risk Committee has
oversight of the Compliance Framework.
• Our Code of Conduct provides a clear statement on our Core Values including “doing
• New starter and annual compliance training programs are required to be completed
the right thing”.
by all team members.
• Our Group Compliance Framework, along with business unit-specific Operational
Compliance Plans and our compliance and assurance programs, aim to support the
effective operations of our business while managing our compliance obligations.
• Our dedicated Group legal and compliance teams partner with our leadership teams
to advise on and monitor legal, regulatory and public policy changes, legal issues and
claims, while supporting innovative and new opportunities.
• Woolworths Group has an ethics reporting service (Speak Up) as well as a
whistleblowing process, and actively encourages current and former team members,
suppliers and their families to report wrongdoing and breaches of the law.
• Our Board reviews and annually approves our strategies which are aligned with our
pursuit of innovation that improves customer satisfaction, experience, convenience
and services as well as our strong brands.
• Customer insights are provided to our Group Executive Committee to inform our
approach to enhancing our customer proposition and improve our customer’s
experience, both in store and online.
• We regularly monitor our customer satisfaction through Voice of Customer surveys
at an individual business level and make changes according to identified trends. Our
senior leadership and Board receive regular customer feedback and trends and use
this information to improve for our customers.
• Our dedicated strategy teams, along with our marketing teams, work closely
to monitor trends and developments both locally and globally to enhance the
development of our responses across our brands and customer propositions.
• The Board and Group Executive Committee have oversight of this risk.
• Our Board reviews and annually approves our strategies and receives regular updates
on progress and developments. The implementation of our strategy is overseen by
our Board, Risk Committee, Group Executive Committee and governance forums,
including our Delivery Offices to provide oversight of the delivery of our strategy
and key initiatives.
• We have key management and governance forums to review and analyse key metrics
and trends with regards to customer buying patterns, supplier metrics, team results,
the competitive landscape, regulatory changes, future sales propositions, promotions
and marketing activities to monitor and adjust priorities.
• We have dedicated strategy teams and change management capabilities that assist
with evaluating and mitigating the impact of continued and significant change on our
operations and our team.
• The successful delivery of our strategy requires a committed workforce, supported
by a culture focused on accountability and simplicity. Our Purpose, Core Values
and Ways-of-Working focus on caring for our team members as our organisation
pivots to respond to our industry and organisational changes. This is overseen
by our People Committee.
• We are committed to attracting and retaining a diverse workforce that reflects the
community. We achieve this by setting clear targets on gender equity, leadership
diversity training and Aboriginal and Torres Strait Islander employment levels
outlined in our Sustainability Plan 2025 commitments.
• We have a range of processes to support and manage our team members through
their careers such as performance management, capability assessments and key
talent management.
• We are committed to capturing ongoing feedback from our team members across
our organisation to drive ongoing improvement with regards to people management,
through surveys and Speak Up programs.
• We have embraced flexible working, which accelerated during COVID-19, to give
our team members the best opportunity to succeed in their roles, regardless of their
physical location. We continue to assess these new ways of operating to understand
any challenges related to achieving our desired culture.
Supply Chain
Disruptions to warehouse management
and transport operations can impact the
continuity of supplies to stores, resulting
in lost sales and/or customers.
Digital & eCommerce
Digital and eCommerce continues to be
a significant growth area of our business,
and with this growth there are risks
that can impact our ability to safely and
securely serve our customers.
Protecting our customers both in their
online interactions as well as through
home and last-mile delivery is critical
and if not managed effectively, may
result in safety, reputational and
financial impacts.
Suppliers
Our products are sourced from a wide
range of domestic and international
suppliers. Ineffective supplier
management can impact our product
proposition and result in challenges
with product range, availability,
price and quality.
Financial, Treasury
and Tax
The management of liquidity to make
accurate and timely payments to
team members and suppliers, and the
management of capital and availability
of funding, are important requirements
to support our business operations
and growth.
In addition, we are exposed to adverse
fluctuations in foreign exchange rates
and interest rates, which could impact
profitability.
Accidents, natural disasters and
other events can occur which affect
our customers, team members
and businesses. Insurance can be
used to protect against losses from
such incidents.
• We regularly review our supply chain resilience across our sourcing countries,
transport channels, internal and partner facility network to confirm redundancy
within changing external environments.
• Our supply chain strategy and future network plans are reviewed and approved by
our Board with a focus on providing the best outcomes for our customers as we seek
to optimise our distribution and customer fulfilment centres, transport operations
and last mile deliveries. Ongoing evaluation of current and future requirements are
conducted to allow us to enhance and proactively manage our network and capacity.
• Our resilience program is also supported by contingency plans and testing programs
to allow quick response to fast changing environments as was seen during the year
as COVID-19 restrictions were imposed across different states at different times.
• We invest in technology to support safe, efficient and effective warehouse
management and transport operations.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• We have advanced in our commitment and focus on delivering digital and eCommerce
solutions aligned with our customers. We have formed dedicated teams across our
business units to develop innovative and stable solutions.
• We invest in our technology, systems and infrastructure to provide a safe, secure and
stable platform for our customers. This investment has also included innovative online
fulfilment capabilities to meet the increasing demand for these services.
• While developing these new solutions, we are committed to protecting our
customers' data and managing new safety risks related to new delivery solutions
such as last-mile deliveries.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• Our Responsible Sourcing, Modern Slavery and Quality Standards give clear
guidance to our suppliers of the standards we require to support our commitment
to source safe, quality and compliant products.
• We conduct periodic assessment of our suppliers, plus independent audits to give
assurance and to drive ongoing improvement initiatives across our supplier base.
• Our Voice of Supplier surveys and Supplier Speak Up Program provide mechanisms
for our suppliers to respond openly (and anonymously) and their responses are
reviewed and escalated as required.
• The Board, Risk Committee and Group Executive Committee has oversight of this risk.
• Our Group Treasury function is responsible for day-to-day management of
our treasury risks, including liquidity, funding, interest rates, foreign currency,
and counterparty risk. These risks are managed in accordance with the Board
approved Treasury Policy and may include the use of derivatives and other risk
management initiatives.
• The Group’s insurance program incorporates a range of externally placed insurance
policies and self-insured programs for specific risks. Our decision to self-insure
depends on our ability to improve our risk profile to reduce cost, as well as the
capacity of external insurance markets. We monitor our self-insured risks and
have active programs to help us pre-empt and mitigate losses.
• Our financial targets are regularly monitored to confirm progress and to confirm
our business is focused on pursuing opportunities and mitigating key risks.
Our financial results have an assurance program with independent audits
to confirm the soundness of our financial statements.
• The Board, Audit and Finance Committee and Group Executive Committee have
oversight of this risk.
41
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1
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A
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2
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3
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D
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C
T
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'
4
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5
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42
Governance
Good corporate governance continues to be central to
Woolworths Group’s approach to creating sustainable
growth and enhancing long-term shareholder value.
Our ambition goes beyond legal compliance. Woolworths
Group’s purpose to create better experiences together
for a better tomorrow, shapes the Group’s commitment
to better meet the needs of our customers, teams and
key stakeholders.
Woolworths Group has followed each of the
recommendations of the ASX Corporate Governance
Council’s Corporate Governance Principles and
Recommendations (4th edition) throughout the reporting
period. Further details of the key corporate governance
policies and practices of Woolworths Group during the year
are set out in the Corporate Governance Statement, which
is available on the Woolworths Group website:
www.woolworthsgroup.com.au.
The members of the Board of Directors and the current
membership of the Board’s committees are set out below.
Further information about their skills and experience is set
out on pages 44 to 45.
DIRECTORS
Gordon Cairns
Maxine Brenner 2
Jennifer Carr-Smith
Holly Kramer
Siobhan McKenna
Scott Perkins
Kathee Tesija
Michael Ullmer AO
Brad Banducci
BOARD 1
AUDIT & FINANCE
COMMITTEE 3
RISK
COMMITTEE 6
PEOPLE
COMMITTEE 4
SUSTAINABILITY
COMMITTEE
NOMINATION
COMMITTEE
MEMBER OF:
Retail
Markets
Retail knowledge and experience of customer-led
transformation in the food, drinks or general
merchandise sectors
–
–
–
–
5
–
-
–
–
–
–
5
–
–
–
5
–
–
–
–
LEGEND:
Chairman of Board/committee
Member of Board/committee
The following changes to the Board committee structure and membership occurred during the reporting period:
1
Ms Jillian Broadbent retired from the Board on 12 November 2020. Prior to her retirement Ms Broadbent was Chair of the Sustainability Committee and
a member of the Audit, Risk Management and Compliance Committee and Nomination Committee.
Ms Maxine Brenner was appointed to the Board on 1 December 2020. Ms Brenner joined the Audit and Finance Committee and Nomination Committee
on 1 January 2021.
2
3 Formerly the Audit, Risk Management and Compliance Committee.
4 Formerly the People Performance Committee.
5 Ms Siobhan McKenna, Ms Holly Kramer and Ms Maxine Brenner commenced as chair of the respective Board committees on 1 January 2021
(with Ms Brenner commencing as Risk Committee Chair on this date to facilitate the establishment of the Risk Committee).
6 The Board’s Risk Committee was established on 1 May 2021.
43
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O
N
Board skills and experience
The Woolworths Group Board comprises directors with a diverse range of skills,
experience and backgrounds to support the effective governance and robust
decision-making of the Group, with a particular focus on the key desired areas listed
below. An assessment of the optimum mix of these skills and experience takes place
regularly. A summary of the key skills and experience of the current directors against
those identified in the skills matrix is set out below:
SKILL/
EXPERIENCE
SUMMARY
DIRECTORS
WITH SKILL/
EXPERIENCE
Board Diversity
Governance
governance standards
Experience and a commitment to exceptional corporate
Risk
Management
Experience anticipating and identifying risks and
monitoring the effectiveness of both financial and non-
financial risk management frameworks and controls
Strategy
Experience defining strategic objectives, assessing
business plans, and driving execution in large, complex
organisations
Social
Responsibility
Commitment to and experience in monitoring programs
for social responsibility, carbon emissions reduction,
proactive management of workplace safety, mental
health and physical wellbeing, and responsible sourcing
Digital
Data and
Technology
Expertise and experience in adopting new technologies
or implementing technology projects, digital disruption,
leveraging digital technologies, or understanding the use
of data and data analytics
Financial
Acumen
Understand financial drivers of the business and
experience implementing or overseeing financial
accounting, reporting and internal controls
People and
Culture
Experience monitoring a company’s culture, overseeing
the operation of consequence management frameworks,
overseeing people management and succession
planning, and setting remuneration frameworks
Regulatory and
Public Policy
Expertise identifying and managing legal, regulatory,
public policy and corporate affairs issues
7/9
8/9
9/9
9/9
8/9
8/9
9/9
9/9
7/9
Female
Male
56%
44%
Board Tenure
0–3 years
3–6 years
6–10 years
22%
56%
22%
Board Global
Experience
78%
International business
experience and exposure
to different political,
cultural, regulatory and
business environments
42
Governance
Good corporate governance continues to be central to
Recommendations (4th edition) throughout the reporting
Woolworths Group’s approach to creating sustainable
period. Further details of the key corporate governance
growth and enhancing long-term shareholder value.
policies and practices of Woolworths Group during the year
Our ambition goes beyond legal compliance. Woolworths
Group’s purpose to create better experiences together
for a better tomorrow, shapes the Group’s commitment
are set out in the Corporate Governance Statement, which
is available on the Woolworths Group website:
www.woolworthsgroup.com.au.
to better meet the needs of our customers, teams and
The members of the Board of Directors and the current
key stakeholders.
Woolworths Group has followed each of the
recommendations of the ASX Corporate Governance
Council’s Corporate Governance Principles and
membership of the Board’s committees are set out below.
Further information about their skills and experience is set
out on pages 44 to 45.
DIRECTORS
Gordon Cairns
Maxine Brenner 2
Jennifer Carr-Smith
Holly Kramer
Siobhan McKenna
Scott Perkins
Kathee Tesija
Michael Ullmer AO
Brad Banducci
–
–
–
–
5
–
-
–
–
5
–
–
–
–
5
–
–
–
–
–
LEGEND:
Chairman of Board/committee
Member of Board/committee
The following changes to the Board committee structure and membership occurred during the reporting period:
1
Ms Jillian Broadbent retired from the Board on 12 November 2020. Prior to her retirement Ms Broadbent was Chair of the Sustainability Committee and
a member of the Audit, Risk Management and Compliance Committee and Nomination Committee.
2
Ms Maxine Brenner was appointed to the Board on 1 December 2020. Ms Brenner joined the Audit and Finance Committee and Nomination Committee
on 1 January 2021.
3 Formerly the Audit, Risk Management and Compliance Committee.
4 Formerly the People Performance Committee.
5 Ms Siobhan McKenna, Ms Holly Kramer and Ms Maxine Brenner commenced as chair of the respective Board committees on 1 January 2021
(with Ms Brenner commencing as Risk Committee Chair on this date to facilitate the establishment of the Risk Committee).
6 The Board’s Risk Committee was established on 1 May 2021.
Board skills and experience
The Woolworths Group Board comprises directors with a diverse range of skills,
experience and backgrounds to support the effective governance and robust
decision-making of the Group, with a particular focus on the key desired areas listed
below. An assessment of the optimum mix of these skills and experience takes place
regularly. A summary of the key skills and experience of the current directors against
those identified in the skills matrix is set out below:
SKILL/
EXPERIENCE
SUMMARY
DIRECTORS
WITH SKILL/
EXPERIENCE
Board Diversity
BOARD 1
AUDIT & FINANCE
COMMITTEE 3
RISK
PEOPLE
COMMITTEE 6
COMMITTEE 4
SUSTAINABILITY
COMMITTEE
NOMINATION
COMMITTEE
MEMBER OF:
Retail
Markets
Retail knowledge and experience of customer-led
transformation in the food, drinks or general
merchandise sectors
Governance
Experience and a commitment to exceptional corporate
governance standards
Risk
Management
Experience anticipating and identifying risks and
monitoring the effectiveness of both financial and non-
financial risk management frameworks and controls
Strategy
Experience defining strategic objectives, assessing
business plans, and driving execution in large, complex
organisations
Social
Responsibility
Commitment to and experience in monitoring programs
for social responsibility, carbon emissions reduction,
proactive management of workplace safety, mental
health and physical wellbeing, and responsible sourcing
Digital
Data and
Technology
Expertise and experience in adopting new technologies
or implementing technology projects, digital disruption,
leveraging digital technologies, or understanding the use
of data and data analytics
Financial
Acumen
Understand financial drivers of the business and
experience implementing or overseeing financial
accounting, reporting and internal controls
People and
Culture
Experience monitoring a company’s culture, overseeing
the operation of consequence management frameworks,
overseeing people management and succession
planning, and setting remuneration frameworks
Regulatory and
Public Policy
Expertise identifying and managing legal, regulatory,
public policy and corporate affairs issues
7/9
8/9
9/9
9/9
8/9
8/9
9/9
9/9
7/9
Female
Male
56%
44%
Board Tenure
0–3 years
3–6 years
6–10 years
22%
56%
22%
Board Global
Experience
78%
International business
experience and exposure
to different political,
cultural, regulatory and
business environments
43
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44
Board of
Directors
Gordon Cairns
MA (Hons) University of Edinburgh
INDEPENDENT CHAIRMAN
Maxine Brenner
BA, LLB
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 1 September 2015
Term expires 2021 AGM
Appointed: 1 December 2020
Standing for election at 2021 AGM
Holly Kramer
BA (Hons), MBA
Scott Perkins
BCom, LLB (Hons)
INDEPENDENT NON-EXECUTIVE DIRECTOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 8 February 2016
Appointed: 1 September 2014
Michael Ullmer AO
BSc (Maths) (Hons), FCA, SF Fin
Appointed: 30 January 2012
Term expires 2021 AGM
Background and experience: Gordon has
extensive Australian and international
experience as a Chairman, director and
senior executive. He has over 30 years’
of food and retail experience, including
his time as Chief Executive Officer of
Lion Nathan and as a senior manager
in marketing, operations and finance
roles with PepsiCo, Cadbury and Nestle.
Other roles: Director of Good Return
(since November 2007) and a senior
advisor to Luminis Partners since
January 2021. Previously Chairman of
Origin Energy (Chairman from October
2013 to October 2020, Director from
2007 to October 2020), Director of
Macquarie Group and Macquarie Bank
(2014 to May 2021), Chairman of David
Jones and Rebel Group, Director of
Westpac Banking Corporation.
Background and experience: Maxine has
extensive corporate advisory experience,
particularly in mergers and acquisitions
and corporate restructures. She is a
former Managing Director of Investment
Banking at Investec Bank (Australia)
Limited. She also practised as a corporate
lawyer with Freehill Hollingdale & Page
(now Herbert Smith Freehills) and spent
several years as a lecturer in the Faculty
of Law at both the University of NSW
and the University of Sydney.
Other roles: Director of Orica Limited
(since April 2013), Qantas Airways
Limited (since August 2013), Origin
Energy (since November 2013) and
a member of the University of NSW
Council. Previously a Director of
Growthpoint Properties Australia Limited
(March 2012 to November 2020).
Background and experience: Holly
is a former Chief Executive Officer of
Background and experience: Scott is an
experienced public company director and
Background and experience:
Michael has extensive strategic,
Australian retailer, Best & Less. She has
has extensive Australian and international
more than 25 years’ experience in general
experience as a leading corporate advisor
management and product, marketing and
on strategy, mergers and acquisitions
sales, including roles at the Ford Motor
Company (in the US and Australia),
Telstra Corporation and Pacific Brands.
Other roles: Director of Endeavour
Group Limited (since June 2021),
Director of Fonterra Co-operative Group
Limited (since May 2020), Director
of Abacus Property Group (since
December 2018) and Pro Chancellor
of Western Sydney University (since
and capital markets matters. He held
senior executive leadership positions
at Deutsche Bank from 1999 to 2013.
These included Managing Director and
Head of Corporate Finance for Australia
and New Zealand, membership of the
Asia Pacific Corporate and Investment
Bank Management Committee and
Chief Executive Officer of Deutsche
Bank New Zealand.
January 2018). Previously Deputy Chair
Other roles: Chairman of Origin
of Australia Post (November 2015 to
Energy since October 2020 (Director
June 2020) and Director of AMP Limited
since September 2015) and Brambles
(October 2015 to May 2018).
(since June 2015).
financial and management expertise.
He was Deputy Chief Executive at
National Australia Bank (NAB) from
October 2007 until he stepped
down from the Bank in August 2011.
He joined NAB in 2004 as Finance
Director. Prior to NAB, Michael was
Chief Financial Officer and then Group
Executive for Institutional and Business
Banking at Commonwealth Bank of
Australia. Before that he was a Partner
at Accounting Firms KPMG and
Coopers & Lybrand.
Other roles:
Chairman of Lendlease since November
2018 (Director since December 2011).
Brad Banducci
MBA, LLB, BComm (Acc)
CHIEF EXECUTIVE OFFICER AND
MANAGING DIRECTOR
Appointed: 26 February 2016
Jennifer Carr-Smith
BA Economics, MBA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 17 May 2019
Siobhan McKenna
B.Ec (Hons), MPhil
Kathryn (Kathee) Tesija
BSRMM (Fashion Merchandising)
Jillian Broadbent AC
BA (Maths & Economics)
INDEPENDENT NON-EXECUTIVE DIRECTOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 8 February 2016
Appointed: 9 May 2016
Retired: 12 November 2020
Background and experience:
Brad was appointed Managing
Director of Woolworths Food Group
in March 2015 followed by Chief
Executive Officer of Woolworths
Group in February 2016. Prior to his
appointment, he was Director of the
Group’s Drinks business between
2012 and March 2015. Brad joined the
Group in 2011 after the acquisition of
the Cellarmasters Group. He was Chief
Executive Officer of Cellarmasters
from 2007 to 2011. Prior to this,
he was the Chief Financial Officer
and Director at Tyro Payments and
a Vice President and Director with
The Boston Consulting Group, where
he was a core member of their retail
practice for 15 years.
Background and experience: Jennifer
is a seasoned board director and online
retail executive with experience across
organisations undergoing rapid growth
and transformation in a number of
sectors, including consumer packaged
goods, apparel and grocery. Jennifer
has over 25 years' experience with
diverse organisations from start-ups
to large global companies. She has
previously held roles as Senior Vice
President, General Manager of North
America at Groupon and President
and CEO of Peapod, an online grocery
delivery service.
Other roles: Director of Full Harvest
(since January 2020), Perdue Farms
(since February 2019) and of Blue
Apron (since October 2020).
Background and experience: Siobhan
Background and experience: Kathee
Background and experience: Jillian
has a significant international
background in strategy and policy
in the public and private sectors.
has extensive retailing experience
in the US market, particularly in
merchandising and supply chain
has extensive experience in corporate
banking and finance in both Australia
and internationally, primarily with
As a CEO, she has led consumer-facing
management. During a 30-year
Bankers Trust Australia.
businesses in the media and digital
sectors. She was a Commissioner of
executive career with Target
Corporation in the US, she served as
the Australian Productivity Commission
Chief Merchandising and Supply Chain
and Partner of McKinsey & Company.
Officer and Executive Vice President.
Siobhan is currently CEO Broadcasting,
Kathee continued her involvement in
News Corp.
Other roles: Executive Chairman of
Foxtel, Fox Sports and Australian News
Channel, Director of Amcil (since
Target as a Strategic Advisor until 2016.
Ms Tesija was a Director of Verizon
Communications, Inc. (from 2012
to May 2020).
March 2016) and Nova Entertainment.
Other roles: Director of the Clorox
Company (since May 2020) and
a senior advisor and consultant for
Simpactful, a retail consulting agency
in the US.
Other roles: Director of Macquarie
Group and Macquarie Bank
(since November 2018), the National
Portrait Gallery of Australia and the
Sydney Dance Company. Previously
Chair of the Board of Swiss Re
Life & Health Australia, inaugural Chair
of Clean Energy Finance Corporation,
a member of the Board of the Reserve
Bank of Australia and a director of
ASX Limited, SBS, Coca Cola Amatil
Limited, Woodside Petroleum Limited,
Qantas Airways Limited and Westfield
Management Limited.
45
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44
Board of
Directors
Gordon Cairns
MA (Hons) University of Edinburgh
INDEPENDENT CHAIRMAN
Maxine Brenner
BA, LLB
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 1 September 2015
Term expires 2021 AGM
Appointed: 1 December 2020
Standing for election at 2021 AGM
Holly Kramer
BA (Hons), MBA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Scott Perkins
BCom, LLB (Hons)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Michael Ullmer AO
BSc (Maths) (Hons), FCA, SF Fin
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 8 February 2016
Appointed: 1 September 2014
Appointed: 30 January 2012
Term expires 2021 AGM
45
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Background and experience: Gordon has
Background and experience: Maxine has
extensive Australian and international
extensive corporate advisory experience,
experience as a Chairman, director and
particularly in mergers and acquisitions
senior executive. He has over 30 years’
of food and retail experience, including
his time as Chief Executive Officer of
Lion Nathan and as a senior manager
in marketing, operations and finance
and corporate restructures. She is a
former Managing Director of Investment
Banking at Investec Bank (Australia)
Limited. She also practised as a corporate
lawyer with Freehill Hollingdale & Page
roles with PepsiCo, Cadbury and Nestle.
(now Herbert Smith Freehills) and spent
Other roles: Director of Good Return
(since November 2007) and a senior
advisor to Luminis Partners since
several years as a lecturer in the Faculty
of Law at both the University of NSW
and the University of Sydney.
January 2021. Previously Chairman of
Other roles: Director of Orica Limited
Origin Energy (Chairman from October
(since April 2013), Qantas Airways
2013 to October 2020, Director from
2007 to October 2020), Director of
Limited (since August 2013), Origin
Energy (since November 2013) and
Macquarie Group and Macquarie Bank
a member of the University of NSW
(2014 to May 2021), Chairman of David
Council. Previously a Director of
Jones and Rebel Group, Director of
Growthpoint Properties Australia Limited
Westpac Banking Corporation.
(March 2012 to November 2020).
Background and experience: Holly
is a former Chief Executive Officer of
Australian retailer, Best & Less. She has
more than 25 years’ experience in general
management and product, marketing and
sales, including roles at the Ford Motor
Company (in the US and Australia),
Telstra Corporation and Pacific Brands.
Other roles: Director of Endeavour
Group Limited (since June 2021),
Director of Fonterra Co-operative Group
Limited (since May 2020), Director
of Abacus Property Group (since
December 2018) and Pro Chancellor
of Western Sydney University (since
January 2018). Previously Deputy Chair
of Australia Post (November 2015 to
June 2020) and Director of AMP Limited
(October 2015 to May 2018).
Background and experience: Scott is an
experienced public company director and
has extensive Australian and international
experience as a leading corporate advisor
on strategy, mergers and acquisitions
and capital markets matters. He held
senior executive leadership positions
at Deutsche Bank from 1999 to 2013.
These included Managing Director and
Head of Corporate Finance for Australia
and New Zealand, membership of the
Asia Pacific Corporate and Investment
Bank Management Committee and
Chief Executive Officer of Deutsche
Bank New Zealand.
Other roles: Chairman of Origin
Energy since October 2020 (Director
since September 2015) and Brambles
(since June 2015).
Background and experience:
Michael has extensive strategic,
financial and management expertise.
He was Deputy Chief Executive at
National Australia Bank (NAB) from
October 2007 until he stepped
down from the Bank in August 2011.
He joined NAB in 2004 as Finance
Director. Prior to NAB, Michael was
Chief Financial Officer and then Group
Executive for Institutional and Business
Banking at Commonwealth Bank of
Australia. Before that he was a Partner
at Accounting Firms KPMG and
Coopers & Lybrand.
Other roles:
Chairman of Lendlease since November
2018 (Director since December 2011).
Brad Banducci
MBA, LLB, BComm (Acc)
CHIEF EXECUTIVE OFFICER AND
MANAGING DIRECTOR
Appointed: 26 February 2016
Jennifer Carr-Smith
BA Economics, MBA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 17 May 2019
Siobhan McKenna
B.Ec (Hons), MPhil
INDEPENDENT NON-EXECUTIVE DIRECTOR
Kathryn (Kathee) Tesija
BSRMM (Fashion Merchandising)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Jillian Broadbent AC
BA (Maths & Economics)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: 8 February 2016
Appointed: 9 May 2016
Retired: 12 November 2020
1
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I
Background and experience:
Brad was appointed Managing
Director of Woolworths Food Group
in March 2015 followed by Chief
Executive Officer of Woolworths
Group in February 2016. Prior to his
appointment, he was Director of the
Group’s Drinks business between
Background and experience: Jennifer
is a seasoned board director and online
retail executive with experience across
organisations undergoing rapid growth
and transformation in a number of
sectors, including consumer packaged
goods, apparel and grocery. Jennifer
has over 25 years' experience with
2012 and March 2015. Brad joined the
diverse organisations from start-ups
Group in 2011 after the acquisition of
to large global companies. She has
the Cellarmasters Group. He was Chief
previously held roles as Senior Vice
Executive Officer of Cellarmasters
from 2007 to 2011. Prior to this,
he was the Chief Financial Officer
and Director at Tyro Payments and
a Vice President and Director with
The Boston Consulting Group, where
he was a core member of their retail
practice for 15 years.
President, General Manager of North
America at Groupon and President
and CEO of Peapod, an online grocery
delivery service.
Other roles: Director of Full Harvest
(since January 2020), Perdue Farms
(since February 2019) and of Blue
Apron (since October 2020).
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Background and experience: Siobhan
has a significant international
background in strategy and policy
in the public and private sectors.
As a CEO, she has led consumer-facing
businesses in the media and digital
sectors. She was a Commissioner of
the Australian Productivity Commission
and Partner of McKinsey & Company.
Siobhan is currently CEO Broadcasting,
News Corp.
Other roles: Executive Chairman of
Foxtel, Fox Sports and Australian News
Channel, Director of Amcil (since
March 2016) and Nova Entertainment.
Background and experience: Kathee
has extensive retailing experience
in the US market, particularly in
merchandising and supply chain
management. During a 30-year
executive career with Target
Corporation in the US, she served as
Chief Merchandising and Supply Chain
Officer and Executive Vice President.
Kathee continued her involvement in
Target as a Strategic Advisor until 2016.
Ms Tesija was a Director of Verizon
Communications, Inc. (from 2012
to May 2020).
Other roles: Director of the Clorox
Company (since May 2020) and
a senior advisor and consultant for
Simpactful, a retail consulting agency
in the US.
Background and experience: Jillian
has extensive experience in corporate
banking and finance in both Australia
and internationally, primarily with
Bankers Trust Australia.
Other roles: Director of Macquarie
Group and Macquarie Bank
(since November 2018), the National
Portrait Gallery of Australia and the
Sydney Dance Company. Previously
Chair of the Board of Swiss Re
Life & Health Australia, inaugural Chair
of Clean Energy Finance Corporation,
a member of the Board of the Reserve
Bank of Australia and a director of
ASX Limited, SBS, Coca Cola Amatil
Limited, Woodside Petroleum Limited,
Qantas Airways Limited and Westfield
Management Limited.
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Brad Banducci
CHIEF EXECUTIVE OFFICER AND
MANAGING DIRECTOR
Christian Bennett
GROUP HEAD REPUTATION, GOVERNMENT
RELATIONS & INDUSTRY AFFAIRS
Natalie Davis
MANAGING DIRECTOR OF
WOOLWORTHS SUPERMARKETS
Stephen Harrison
CHIEF FINANCIAL OFFICER
Alex Holt
CHIEF SUSTAINABILITY OFFICER
Group
Executive
Committee
Biography available in Board
of Directors, refer to page 44.
Christian Bennett has 25 years'
experience in senior government-related
roles, across both private and public
sectors. Christian joined Woolworths
Group in November 2017. Previously,
he has led government relations
efforts for General Electric Inc across
Southeast Asia, Australia and New
Zealand, for BHP Billiton Ltd and was
Group Executive of Public Affairs at
Santos Ltd. In government, Christian
spent 14 years in Australia's diplomatic
service, including postings in southern
Africa, Asia and the United States and
secondments into the Office of the
Foreign Minister and the Department
of Prime Minister & Cabinet. Christian
has an MBA from Melbourne Business
School and a Bachelor of Law (Hons)
and of Commerce from the University
of Melbourne. He is a Board Member of
the Australia – US Fulbright Commission
and the Royal Institution of Australia.
Natalie Davis was appointed
Stephen Harrison was appointed
Alex Holt was appointed Chief
Managing Director of Woolworths
Chief Financial Officer for Woolworths
Sustainability Officer of Woolworths
Supermarkets in October 2020. Prior
Group in August 2019. Prior to his
Group in June 2021. Prior to this, Alex
to this, Natalie was Managing Director,
appointment, Stephen held the role
Woolworths New Zealand since July
of Finance Director for Australian
oversaw the Group’s sustainability
portfolio as General Manager of
2018, and before that, Chief Customer
Food from July 2015 and before that,
Sustainability, Health and Quality from
Transformation Officer, Woolworths
Group since May 2017, leading the
was Finance Director for Endeavour
Drinks from July 2013. Before joining
development of the Group’s Customer
the Group in 2013, Stephen worked for
a number of leading FMCG businesses
in Australia and New Zealand, including
category management. Alex is also
April 2016. Alex joined Woolworths
Group in 2011 from Tesco, having
worked across a number of roles in
business improvement, buying and
a Non-Executive Director of Foodbank
Australia, one of Woolworths’ key
hunger-relief partners.
1st strategies, transformation and
culture. Natalie joined the Group
in July 2015 as Director of Customer
Transformation, Food Group. Before
joining Woolworths, Natalie was
a Partner at McKinsey & Co, where
she worked in the UK and Australia
for 15 years advising on strategy and
commercial transformation. Natalie
holds an MBA from INSEAD France,
and a Bachelor of Commerce and
Law degrees with Honours from the
University of Sydney. Natalie is also
a member of Chief Executive Women.
as Finance Director for Valspar ANZ
(formerly Wattyl Paints) and Finance
Director for Bluebird Foods in New
Zealand, a subsidiary of PepsiCo.
Stephen also spent time working for
PepsiCo in Australia and prior to that
worked for Foster’s for four years.
Stephen is a Chartered Accountant,
spending over a decade with KPMG,
following his graduation from
Macquarie University.
Amanda Bardwell
MANAGING DIRECTOR OF WOOLIESX
Guy Brent
MANAGING DIRECTOR OF THE WOOLWORTHS
FOOD COMPANY AND METRO
Paul Graham
Andrew Hicks
John Hunt
CHIEF SUPPLY CHAIN OFFICER AND
CHIEF MARKETING OFFICER
CHIEF INFORMATION OFFICER
MANAGING DIRECTOR OF PRIMARY CONNECT
Amanda Bardwell was appointed the
Managing Director of WooliesX for
the Woolworths Group in May 2017.
WooliesX includes Woolworths Digital,
E-Commerce, Customer Loyalty and
Customer Services. Amanda started
her retail career in Queensland working
for a food retail franchise for five years
before joining the Woolworths Group in
2001. During her time at Woolworths
Group, Amanda has worked across
both the Supermarket and Drinks
businesses. Amanda has held positions
in both general management and
specialist senior executive roles across
omni-channel retailing, eCommerce,
marketing, buying, private label,
and business development.
Amanda has an MBA from the
University of New South Wales and a
Bachelor of Business from the University
of Technology Queensland and is a
member of Chief Executive Women.
Guy Brent was appointed Managing
Director, The Woolworths Food
Company and Metro in August 2019.
Prior to this, Guy was the Director of
BWS since August 2014, and before
that, was the General Manager
of Pinnacle Drinks, which he was
responsible for setting up in July 2012.
Guy joined Woolworths Group in
April 2011 after the acquisition of
the Cellarmasters Group, where he
was Chief Financial Officer from
2007 to 2011. Before that, Guy was
a Commercial Director at Optus for
two years after emigrating from the
UK to Australia in 2005.
Guy is a qualified Chartered
Accountant and has a BSC from
the University of Bristol in the UK.
Paul Graham began his career in the
Andrew Hicks was appointed Chief
John Hunt joined the Woolworths
region as well as the United Kingdom,
Food Group and Supermarkets since
supply chain industry in 1980 and
spent a significant part of his career
living and working in the Asia Pacific
Australia and North America. Before
joining Woolworths Group, Paul was
Global COO and CEO for Europe
for DHL. Paul has held numerous
Board positions in a diverse range of
industries from farming and produce,
wholesale, marketing and digital
a not-for-profit focused on improving
mental health in the transport and
logistic industry. He has also served
on various government and university
linked advisory boards. Paul joined
the Woolworths Group in June 2016.
Marketing Officer, Woolworths Group
Group in 2017 as Chief Information
in June 2019. Andrew was previously
Officer. John spent over 25 years at
Director of Marketing, Woolworths
Woolworths Holdings Limited, South
Africa where he held a range of senior
November 2015. Prior to this, Andrew
IT and core retail leadership roles,
was General Manager, Marketing,
including CIO and Senior Executive
Woolworths Liquor Group since 2012,
for Food Planning and Value chain.
leading the transformation of the BWS
brand and extending Dan Murphy's lead
as Australia's most iconic drinks retail
brand. Andrew originally joined the
Prior to Woolworths Group, Andrew
for Musica in South Africa. Andrew
has a Bachelor of Social Science and
Marketing Honours degrees from the
University of KwaZulu-Natal as well as
a Diploma in Advertising (Copywriting)
from The Red & Yellow School.
A graduate from the Cape Peninsula
University of Technology in Cape
Town, John is a retailer through and
through and is passionate about how
information technology and technology
innovation is being optimally used in
enabling the business to support both
as ensuring our customers have the
best shopping experience.
was the National Marketing Executive
the front line team members as well
services as well as FMCG. Paul is the
Group in 2008 as National Marketing
Chair of the Healthy Heads Foundation,
Manager of Dan Murphy’s.
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Group
Executive
Committee
Brad Banducci
CHIEF EXECUTIVE OFFICER AND
MANAGING DIRECTOR
Christian Bennett
GROUP HEAD REPUTATION, GOVERNMENT
RELATIONS & INDUSTRY AFFAIRS
Natalie Davis
MANAGING DIRECTOR OF
WOOLWORTHS SUPERMARKETS
Stephen Harrison
CHIEF FINANCIAL OFFICER
Alex Holt
CHIEF SUSTAINABILITY OFFICER
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Biography available in Board
of Directors, refer to page 44.
Christian Bennett has 25 years'
experience in senior government-related
roles, across both private and public
sectors. Christian joined Woolworths
Group in November 2017. Previously,
he has led government relations
efforts for General Electric Inc across
Southeast Asia, Australia and New
Zealand, for BHP Billiton Ltd and was
Group Executive of Public Affairs at
Santos Ltd. In government, Christian
spent 14 years in Australia's diplomatic
service, including postings in southern
Africa, Asia and the United States and
secondments into the Office of the
Foreign Minister and the Department
of Prime Minister & Cabinet. Christian
has an MBA from Melbourne Business
School and a Bachelor of Law (Hons)
and of Commerce from the University
of Melbourne. He is a Board Member of
the Australia – US Fulbright Commission
and the Royal Institution of Australia.
Natalie Davis was appointed
Managing Director of Woolworths
Supermarkets in October 2020. Prior
to this, Natalie was Managing Director,
Woolworths New Zealand since July
2018, and before that, Chief Customer
Transformation Officer, Woolworths
Group since May 2017, leading the
development of the Group’s Customer
1st strategies, transformation and
culture. Natalie joined the Group
in July 2015 as Director of Customer
Transformation, Food Group. Before
joining Woolworths, Natalie was
a Partner at McKinsey & Co, where
she worked in the UK and Australia
for 15 years advising on strategy and
commercial transformation. Natalie
holds an MBA from INSEAD France,
and a Bachelor of Commerce and
Law degrees with Honours from the
University of Sydney. Natalie is also
a member of Chief Executive Women.
Stephen Harrison was appointed
Chief Financial Officer for Woolworths
Group in August 2019. Prior to his
appointment, Stephen held the role
of Finance Director for Australian
Food from July 2015 and before that,
was Finance Director for Endeavour
Drinks from July 2013. Before joining
the Group in 2013, Stephen worked for
a number of leading FMCG businesses
in Australia and New Zealand, including
as Finance Director for Valspar ANZ
(formerly Wattyl Paints) and Finance
Director for Bluebird Foods in New
Zealand, a subsidiary of PepsiCo.
Stephen also spent time working for
PepsiCo in Australia and prior to that
worked for Foster’s for four years.
Stephen is a Chartered Accountant,
spending over a decade with KPMG,
following his graduation from
Macquarie University.
Alex Holt was appointed Chief
Sustainability Officer of Woolworths
Group in June 2021. Prior to this, Alex
oversaw the Group’s sustainability
portfolio as General Manager of
Sustainability, Health and Quality from
April 2016. Alex joined Woolworths
Group in 2011 from Tesco, having
worked across a number of roles in
business improvement, buying and
category management. Alex is also
a Non-Executive Director of Foodbank
Australia, one of Woolworths’ key
hunger-relief partners.
Amanda Bardwell
Guy Brent
MANAGING DIRECTOR OF WOOLIESX
MANAGING DIRECTOR OF THE WOOLWORTHS
FOOD COMPANY AND METRO
Paul Graham
CHIEF SUPPLY CHAIN OFFICER AND
MANAGING DIRECTOR OF PRIMARY CONNECT
Andrew Hicks
CHIEF MARKETING OFFICER
John Hunt
CHIEF INFORMATION OFFICER
Amanda Bardwell was appointed the
Managing Director of WooliesX for
the Woolworths Group in May 2017.
Guy Brent was appointed Managing
Director, The Woolworths Food
Company and Metro in August 2019.
WooliesX includes Woolworths Digital,
Prior to this, Guy was the Director of
E-Commerce, Customer Loyalty and
Customer Services. Amanda started
BWS since August 2014, and before
that, was the General Manager
her retail career in Queensland working
of Pinnacle Drinks, which he was
for a food retail franchise for five years
responsible for setting up in July 2012.
before joining the Woolworths Group in
2001. During her time at Woolworths
Group, Amanda has worked across
both the Supermarket and Drinks
businesses. Amanda has held positions
in both general management and
specialist senior executive roles across
omni-channel retailing, eCommerce,
marketing, buying, private label,
and business development.
Amanda has an MBA from the
University of New South Wales and a
Bachelor of Business from the University
of Technology Queensland and is a
member of Chief Executive Women.
Guy joined Woolworths Group in
April 2011 after the acquisition of
the Cellarmasters Group, where he
was Chief Financial Officer from
2007 to 2011. Before that, Guy was
a Commercial Director at Optus for
two years after emigrating from the
UK to Australia in 2005.
Guy is a qualified Chartered
Accountant and has a BSC from
the University of Bristol in the UK.
Paul Graham began his career in the
supply chain industry in 1980 and
spent a significant part of his career
living and working in the Asia Pacific
region as well as the United Kingdom,
Australia and North America. Before
joining Woolworths Group, Paul was
Global COO and CEO for Europe
for DHL. Paul has held numerous
Board positions in a diverse range of
industries from farming and produce,
wholesale, marketing and digital
services as well as FMCG. Paul is the
Chair of the Healthy Heads Foundation,
a not-for-profit focused on improving
mental health in the transport and
logistic industry. He has also served
on various government and university
linked advisory boards. Paul joined
the Woolworths Group in June 2016.
Andrew Hicks was appointed Chief
Marketing Officer, Woolworths Group
in June 2019. Andrew was previously
Director of Marketing, Woolworths
Food Group and Supermarkets since
November 2015. Prior to this, Andrew
was General Manager, Marketing,
Woolworths Liquor Group since 2012,
leading the transformation of the BWS
brand and extending Dan Murphy's lead
as Australia's most iconic drinks retail
brand. Andrew originally joined the
Group in 2008 as National Marketing
Manager of Dan Murphy’s.
Prior to Woolworths Group, Andrew
was the National Marketing Executive
for Musica in South Africa. Andrew
has a Bachelor of Social Science and
Marketing Honours degrees from the
University of KwaZulu-Natal as well as
a Diploma in Advertising (Copywriting)
from The Red & Yellow School.
John Hunt joined the Woolworths
Group in 2017 as Chief Information
Officer. John spent over 25 years at
Woolworths Holdings Limited, South
Africa where he held a range of senior
IT and core retail leadership roles,
including CIO and Senior Executive
for Food Planning and Value chain.
A graduate from the Cape Peninsula
University of Technology in Cape
Town, John is a retailer through and
through and is passionate about how
information technology and technology
innovation is being optimally used in
enabling the business to support both
the front line team members as well
as ensuring our customers have the
best shopping experience.
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GROUP EXECUTIVE COMMITTEE
Von Ingram
CHIEF CUSTOMER TRANSFORMATION OFFICER
Rob McCartney
FORMAT AND NETWORK
DEVELOPMENT DIRECTOR
Claire Peters
MANAGING DIRECTOR OF B2B
& EVERYDAY NEEDS
Spencer Sonn
NEW ZEALAND
Stephen Donohue
GROUP (CEASED 28 JUNE 2021)
MANAGING DIRECTOR OF WOOLWORTHS
MANAGING DIRECTOR AND CEO ENDEAVOUR
Von Ingram joined Woolworths Group as
Chief Customer Transformation Officer
in July 2018, leading transformation and
customer first strategy for the Group.
Prior to this, Von was Managing Director
and Partner at The Boston Consulting
Group, working in Australia and US retail
for 10 years, leading strategy, customer
insight and retail transformation roles
across a range of retail players in food
and general merchandise.
Von holds an MBA from Melbourne
Business School and has also completed
a Bachelor of Commerce, with First
Class Honours from the University
of Western Australia.
Rob McCartney was appointed Format
and Network Development Director,
Woolworths Group in July 2020. Prior
to this, Rob held the role of Format
Development Director for Australian
Food where he led the Woolworths
Renewal program, repositioning the
supermarket customer proposition. Rob
is an experienced retailer with over 26
years’ experience driving innovation and
operationalising strategy. Starting his
career in stores for Woolworths South
Africa, Rob progressed through various
roles within the business, including
operations, buying and supply chain.
In 2001, Rob joined Cap Gemini Ernst
& Young in Sydney where he specialised
in retail and supply chain transformation
across Asia. Following this, Rob joined
Coles to work in its supply chain group
before moving into format transformation
and supporting the supermarkets’ format
turnaround under Wesfarmers ownership.
Rob has also held senior roles at
7-Eleven and Target prior to joining
Woolworths Group in December 2015.
Claire Peters was appointed Managing
Director of B2B and Everyday Needs
in October 2020. Prior to this, Claire
was Managing Director, Woolworths
Supermarkets from June 2017. Claire
is an experienced retailer with over
25 years’ experience. Claire started her
retail career as a graduate for grocery
retailer, Tesco. During this time she
held a variety of senior roles, including
Regional Retail Director; Managing
Director, Large Stores; and Commercial
Director, Healthcare & Baby, Beauty and
Toiletries. In March 2014 Claire moved
to Thailand to take up COO for Tesco
Thailand, managing the responsibility
of over 3,000 stores. Claire holds a BSC
Hons in Economics and Sociology from
the University of Loughborough, UK and
has been a member of Chief Executive
Women since 2017.
Spencer was appointed Managing
Director of Woolworths New Zealand
in March 2021. Prior to this, Spencer
held the role of Managing Director
Steve has over 25 years’ experience
in the retail industry and has a deep
appreciation for core retail principles
and a strong focus on the customer
Food at Woolworths Holdings Limited,
experience. He has held a broad
South Africa, from 2015 to 2021,
where he was responsible for the
Groups’ Food Division across more
than 400 supermarkets and 33,000
team members. During this time
he also served as a board member
on the Consumer Goods Forum of
South Africa. Spencer has a 25-year
range of roles in the Endeavour Drinks
business since commencing as a store
manager at Dan Murphy’s in 1994.
Prior to being appointed the Managing
Director of Endeavour Drinks in 2018,
Steve gained broad experience across
the Endeavour Drinks business, having
held senior buying, merchandising and
grocery career, starting out on a store
marketing roles at Dan Murphy’s and
management graduate program and
BWS. Earlier, Steve held the role of
progressing through a variety of roles,
Director of Buying and Merchandising
including operations, and has held
various senior roles in commercial,
for Woolworths Supermarkets. Steve
commenced as Chief Executive Officer
buying and procurement in fresh and
of Endeavour Group effective 28 June
long-life food. He also led the food
2021 upon the separation of Endeavour
division’s entry into a new food service
Group from Woolworths Group. Steve
format. Spencer completed the General
ceased to be a member of Woolworths
Management Program at Harvard
Business School in 2015.
Group Executive Committee and Key
Management Personnel on 28 July
2021 upon the separation of Endeavour
Group from Woolworths Group.
Caryn Katsikogianis
CHIEF PEOPLE OFFICER
Pejman Okhovat
MANAGING DIRECTOR OF BIG W
Bill Reid
CHIEF LEGAL OFFICER
David Walker
CHIEF RISK OFFICER
Colin Storrie
MANAGING DIRECTOR GROUP PORTFOLIO
(CEASED 28 JUNE 2021)
Caryn Katsikogianis was appointed
Chief People Officer in November
2016, leading our Team First Strategy
for Woolworths Group, including
our focus on Team Experience,
Holistic Wellbeing, Safety, Talent and
Inclusion. Prior to this Caryn was the
HR Director of the Woolworths Food
Group and General Manager Business
Transformation and held various senior
HR roles across BIG W, Supply Chain,
and Group.
Caryn holds a Bachelor of Commerce
degree from the University of South
Africa. Caryn is an experienced HR
leader with over 25 years' experience
within the retail industry. Caryn has
been a member of Chief Executive
Women since 2017.
Pejman Okhovat was appointed
Managing Director of BIG W in April
2021. Prior to joining the Group, Pejman
was the Chief Operating Officer of
New Zealand-based The Warehouse
Group, having previously been the
Chief Executive of The Warehouse
value retailing business and Warehouse
Stationery brands, following joining the
Group in 2005. Pejman started his retail
career in the UK with Marks and Spencer
27 years ago, subsequently working for
other well known UK retailers such as
ASDA Walmart, Sainsbury's and Iceland
across many regional, national and
senior roles within operations, format
development and category management.
Pejman holds a BA Hons in Business
Studies from Leeds Business School and
has attended Insead’s AMP course.
Bill joined Woolworths Group as Chief
Legal Officer in October 2019. Prior
to his appointment, Bill was a senior
Partner at Ashurst for many years,
leading the firm’s Competition team,
and in various management positions
across Australia and Asia.
Bill has long experience in responding
to regulatory issues, litigation, and
corporate transactions. Bill holds
an MBA from Melbourne Business
School and a Bachelor of Laws from
the University of Adelaide.
David Walker was appointed Chief
Risk Officer for the Woolworths
Colin Storrie has over 20 years’
experience in senior finance roles in
Group in November 2020. Prior to this
listed companies, investment banking
appointment, David was the Managing
and government. Prior to Colin’s role as
Director of BIG W from November
2016 and served as CEO of Masters
Home Improvement for 10 months
to November 2016.
Managing Director Group Portfolio, he
joined as Deputy Chief Financial Officer,
Woolworths Group in 2015. Colin has
also held group treasurer, deputy chief
David joined Woolworths Group
in 1998 and has worked extensively
in finance and business transformation,
including Dick Smith Electronic and
Woolworths Supply Chain.
David is a member of Chartered
Accountants Australia and New
Zealand and prior to Woolworths
Group he worked for Coopers and
Lybrand for 10 years.
financial officer and chief financial
officer positions at both Qantas
Airways Ltd and AMP Ltd.
Colin Storrie ceased to be a member
of the Group Executive Committee
effective 28 June 2021 following his
resignation from Woolworths Group.
Notes:
Amitabh Mall was appointed
Chief Analytics Officer and
Managing Director of Q-Retail
effective 1 July 2021.
49
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GROUP EXECUTIVE COMMITTEE
Von Ingram
CHIEF CUSTOMER TRANSFORMATION OFFICER
Rob McCartney
FORMAT AND NETWORK
DEVELOPMENT DIRECTOR
Claire Peters
MANAGING DIRECTOR OF B2B
& EVERYDAY NEEDS
Spencer Sonn
MANAGING DIRECTOR OF WOOLWORTHS
NEW ZEALAND
Stephen Donohue
MANAGING DIRECTOR AND CEO ENDEAVOUR
GROUP (CEASED 28 JUNE 2021)
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Von Ingram joined Woolworths Group as
Rob McCartney was appointed Format
Claire Peters was appointed Managing
Chief Customer Transformation Officer
and Network Development Director,
in July 2018, leading transformation and
Woolworths Group in July 2020. Prior
customer first strategy for the Group.
to this, Rob held the role of Format
Prior to this, Von was Managing Director
Development Director for Australian
and Partner at The Boston Consulting
Food where he led the Woolworths
Director of B2B and Everyday Needs
in October 2020. Prior to this, Claire
was Managing Director, Woolworths
Supermarkets from June 2017. Claire
is an experienced retailer with over
Group, working in Australia and US retail
Renewal program, repositioning the
25 years’ experience. Claire started her
for 10 years, leading strategy, customer
supermarket customer proposition. Rob
retail career as a graduate for grocery
insight and retail transformation roles
across a range of retail players in food
is an experienced retailer with over 26
retailer, Tesco. During this time she
years’ experience driving innovation and
held a variety of senior roles, including
and general merchandise.
Von holds an MBA from Melbourne
Business School and has also completed
a Bachelor of Commerce, with First
Class Honours from the University
of Western Australia.
operationalising strategy. Starting his
Regional Retail Director; Managing
career in stores for Woolworths South
Director, Large Stores; and Commercial
Africa, Rob progressed through various
Director, Healthcare & Baby, Beauty and
roles within the business, including
operations, buying and supply chain.
In 2001, Rob joined Cap Gemini Ernst
Toiletries. In March 2014 Claire moved
to Thailand to take up COO for Tesco
Thailand, managing the responsibility
& Young in Sydney where he specialised
of over 3,000 stores. Claire holds a BSC
in retail and supply chain transformation
Hons in Economics and Sociology from
across Asia. Following this, Rob joined
Coles to work in its supply chain group
the University of Loughborough, UK and
has been a member of Chief Executive
before moving into format transformation
Women since 2017.
and supporting the supermarkets’ format
turnaround under Wesfarmers ownership.
Rob has also held senior roles at
7-Eleven and Target prior to joining
Woolworths Group in December 2015.
Spencer was appointed Managing
Director of Woolworths New Zealand
in March 2021. Prior to this, Spencer
held the role of Managing Director
Food at Woolworths Holdings Limited,
South Africa, from 2015 to 2021,
where he was responsible for the
Groups’ Food Division across more
than 400 supermarkets and 33,000
team members. During this time
he also served as a board member
on the Consumer Goods Forum of
South Africa. Spencer has a 25-year
grocery career, starting out on a store
management graduate program and
progressing through a variety of roles,
including operations, and has held
various senior roles in commercial,
buying and procurement in fresh and
long-life food. He also led the food
division’s entry into a new food service
format. Spencer completed the General
Management Program at Harvard
Business School in 2015.
Steve has over 25 years’ experience
in the retail industry and has a deep
appreciation for core retail principles
and a strong focus on the customer
experience. He has held a broad
range of roles in the Endeavour Drinks
business since commencing as a store
manager at Dan Murphy’s in 1994.
Prior to being appointed the Managing
Director of Endeavour Drinks in 2018,
Steve gained broad experience across
the Endeavour Drinks business, having
held senior buying, merchandising and
marketing roles at Dan Murphy’s and
BWS. Earlier, Steve held the role of
Director of Buying and Merchandising
for Woolworths Supermarkets. Steve
commenced as Chief Executive Officer
of Endeavour Group effective 28 June
2021 upon the separation of Endeavour
Group from Woolworths Group. Steve
ceased to be a member of Woolworths
Group Executive Committee and Key
Management Personnel on 28 July
2021 upon the separation of Endeavour
Group from Woolworths Group.
Caryn Katsikogianis
CHIEF PEOPLE OFFICER
Pejman Okhovat
Bill Reid
MANAGING DIRECTOR OF BIG W
CHIEF LEGAL OFFICER
David Walker
CHIEF RISK OFFICER
Colin Storrie
MANAGING DIRECTOR GROUP PORTFOLIO
(CEASED 28 JUNE 2021)
1
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Caryn Katsikogianis was appointed
Chief People Officer in November
Pejman Okhovat was appointed
Managing Director of BIG W in April
Bill joined Woolworths Group as Chief
Legal Officer in October 2019. Prior
2016, leading our Team First Strategy
2021. Prior to joining the Group, Pejman
to his appointment, Bill was a senior
for Woolworths Group, including
our focus on Team Experience,
Holistic Wellbeing, Safety, Talent and
Inclusion. Prior to this Caryn was the
HR Director of the Woolworths Food
was the Chief Operating Officer of
New Zealand-based The Warehouse
Group, having previously been the
Chief Executive of The Warehouse
value retailing business and Warehouse
Group and General Manager Business
Stationery brands, following joining the
Transformation and held various senior
Group in 2005. Pejman started his retail
HR roles across BIG W, Supply Chain,
career in the UK with Marks and Spencer
and Group.
Caryn holds a Bachelor of Commerce
degree from the University of South
Africa. Caryn is an experienced HR
leader with over 25 years' experience
within the retail industry. Caryn has
been a member of Chief Executive
Women since 2017.
27 years ago, subsequently working for
other well known UK retailers such as
ASDA Walmart, Sainsbury's and Iceland
across many regional, national and
senior roles within operations, format
development and category management.
Pejman holds a BA Hons in Business
Studies from Leeds Business School and
has attended Insead’s AMP course.
Partner at Ashurst for many years,
leading the firm’s Competition team,
and in various management positions
across Australia and Asia.
Bill has long experience in responding
to regulatory issues, litigation, and
corporate transactions. Bill holds
an MBA from Melbourne Business
School and a Bachelor of Laws from
the University of Adelaide.
David Walker was appointed Chief
Risk Officer for the Woolworths
Group in November 2020. Prior to this
appointment, David was the Managing
Director of BIG W from November
2016 and served as CEO of Masters
Home Improvement for 10 months
to November 2016.
David joined Woolworths Group
in 1998 and has worked extensively
in finance and business transformation,
including Dick Smith Electronic and
Woolworths Supply Chain.
David is a member of Chartered
Accountants Australia and New
Zealand and prior to Woolworths
Group he worked for Coopers and
Lybrand for 10 years.
Colin Storrie has over 20 years’
experience in senior finance roles in
listed companies, investment banking
and government. Prior to Colin’s role as
Managing Director Group Portfolio, he
joined as Deputy Chief Financial Officer,
Woolworths Group in 2015. Colin has
also held group treasurer, deputy chief
financial officer and chief financial
officer positions at both Qantas
Airways Ltd and AMP Ltd.
Colin Storrie ceased to be a member
of the Group Executive Committee
effective 28 June 2021 following his
resignation from Woolworths Group.
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Notes:
Amitabh Mall was appointed
Chief Analytics Officer and
Managing Director of Q-Retail
effective 1 July 2021.
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50
Directors’ Statutory Report
Directors’ Statutory Report
This is the report of the directors of Woolworths Group Limited (the Company) in respect of the Company and the entities
it controlled at the end of, or during, the financial period ended 27 June 2021 (together referred to as the Group).
Environmental regulation
Principal activities
The Group operates primarily in Australia and New Zealand, with 3,418 stores and approximately 210,067 employees
at year‑end. The principal activities of the Group during the year were retail operations across:
• Australian Food: operating 1,076 Woolworths Supermarkets and Metro Food Stores.
• New Zealand Food: operating 184 Countdown Supermarkets as well as a wholesale operation which supplies a further 71 stores.
• BIG W: operating 176 BIG W stores.
• Endeavour Group: operating 251 Dan Murphy’s and 1,392 BWS stores, as well as 339 hotels.
• The Group also has eCommerce operations for its primary trading divisions.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group Limited, a subsidiary of
the Group, which resulted in the discontinued operations of two separate major business lines, Endeavour Drinks and Hotels.
Details of the Group’s reportable segments from discontinued operations are outlined in Note 5.2 to the financial statements.
The Directors and meetings of Directors
The table below sets out the directors of the Company and their attendance at Board and Committee meetings during the
financial period ended 27 June 2021.
BOARD MEETINGS
AUDIT & FINANCE
COMMITTEE 3,5
PEOPLE
COMMITTEE 4,5
RISK
COMMITTEE 6
SUSTAINABILITY
COMMITTEE 3,5
NOMINATION
COMMITTEE
paid for by the Company.
DIRECTOR
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
Non-executive Directors
G M Cairns
M N Brenner 2
J C Carr‑Smith
H S Kramer
S L McKenna
S R Perkins
K A Tesija
M J Ullmer AO
J R Broadbent AC 1
Executive Director
B L Banducci
14
9
14
14
14
14
14
14
5
14
14
9
14
14
14
14
14
14
5
14
5
3
–
–
5
5
–
5
2
–
5
3
–
–
5
5
–
5
2
–
6
–
3
4
6
4
6
6
–
–
6
–
3
4
6
4
6
6
–
–
1
1
–
1
–
1
–
1
–
–
1
1
–
1
–
1
–
1
–
–
6
–
6
6
‑
2
6
4
4
–
6
–
6
6
‑
2
6
4
4
–
6
5
6
6
6
6
6
6
1
–
6
5
6
6
6
6
6
6
1
–
(A) Number of meetings eligible to attend.
(B) Number of physical meetings attended.
Jillian Broadbent retired as a Director on 12 November 2020.
1
2 Maxine Brenner was appointed as a Director on 1 December 2020.
3 Formerly the Audit, Risk & Compliance Committee.
4 Formerly the People Performance Committee.
5 Committee composition changed on 1 January 2021.
6 Risk Committee was established on 1 May 2021.
In F21, a Joint Committee meeting of all Committees was held. All respective Committee members and directors were present.
as outlined in Note 4.2 and Note 4.3 to the financial statements.
In addition to these formal meetings of the Board and its Committees, seven further unscheduled or special purpose
Board Sub‑Committee meetings were held during the financial period ended 27 June 2021. Directors also attend meetings
of Committees of which they are not a member. This is not reflected in the attendance table above.
Details of director experience, qualifications and other listed company directorships are set out on page 44 and 45.
Company secretaries
Marcin Firek resigned as Company Secretary in November 2020.
Katrina Eastoe and Michelle Hall were appointed as Company Secretaries in November 2020. Together, Ms Eastoe and Ms
Hall act as Company Secretaries of the Board and its Committees. Prior to being appointed as Group Company Secretary and
Group Counsel, Ms Eastoe was General Counsel for Woolworths’ Australian Food Group, since 2018. She has over 20 years’
experience in senior leadership positions in legal and governance roles across media, FMCG and manufacturing industries in
Australia, New Zealand and Asia‑Pacific. Ms Eastoe holds a Bachelor of Arts and a Bachelor of Laws, and a Graduate Diploma
in Legal Practice. She is a Graduate of the Australian Institute of Company Directors. Ms Hall has over 15 years’ experience
in legal, governance and compliance roles, including as company secretary of a number of ASX listed entities across financial
services, property and retail industries. Ms Hall holds a Bachelor of Business and a Bachelor of Laws, and Graduate Diplomas
in Legal Practice and Applied Corporate Governance. She is an associate of the Governance Institute of Australia.
51
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The Group’s operations are subject to a range of environmental regulations under the law of the Commonwealth of Australia
and its states and territories. The Group is also subject to various state and local government food licensing requirements,
and may be subject to environmental and town planning regulations incidental to the development of shopping centre sites.
The Group has not incurred any significant liabilities under any environmental legislation.
Directors’ and officers’ indemnity/insurance
(i) The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any
current or former director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:
(a) any liability incurred by the person in that capacity;
(b) legal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an
administrative or investigatory nature in which the person becomes involved because of that capacity; and
(c) legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and
discharge of their duties.
(ii) Directors and officers of Woolworths Group Limited and certain subsidiaries have entered into a Deed of Indemnity,
Access and Insurance that provides for indemnity against liability as a director or officer, except to the extent of indemnity
under an insurance policy or where prohibited by statute. The Deed also entitles the director or officer to access company
documents and records, subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover
(iii) During or since the end of the financial period, the Company has paid or agreed to pay a premium in respect of a contract
of insurance insuring directors and officers, and any persons who will insure these in the future, and employees of the
Company and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the
premiums and the nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.
Non-audit services
During the period, Deloitte Touche Tohmatsu Australia, the Company’s auditor, has performed certain other services in addition
to their statutory duties. The Board is satisfied that the provision of those non‑audit services during the period by the auditor
is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) or as
set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical
Standards Board, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision
making capacity for the Company, acting as an advocate for the Company or jointly sharing risks or rewards.
Details of amounts paid or payable to the auditor for non‑audit services provided during the year by the auditor are outlined
in Note 6.3 to the financial statements.
Other information
The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:
• Operating and Financial Review details on pages 2 to 41 inclusive in the Annual Report.
• Details of dividends, including the Dividend Reinvestment Plan (DRP) and shares issued as a result of the DRP,
• Matters subsequent to the end of the financial period as outlined in Note 6.4 to the financial statements.
• Directors’ interests in shares and performance rights as set out in Sections 5.2 and 5.3 of the Remuneration Report.
• Performance rights granted during the financial period and subsequent to year end as outlined in Note 6.2 to the
These remain unchanged as at 30 July 2021.
financial statements.
• Remuneration Report from pages 52 to 75.
• Auditor’s Independence Declaration on page 76.
This Report is made in accordance with a Resolution of the Directors of the Company and is dated 26 August 2021.
Gordon Cairns
Chairman
Brad Banducci
Chief Executive Officer
50
Directors’ Statutory Report
Directors’ Statutory Report
51
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This is the report of the directors of Woolworths Group Limited (the Company) in respect of the Company and the entities
it controlled at the end of, or during, the financial period ended 27 June 2021 (together referred to as the Group).
Principal activities
The Group operates primarily in Australia and New Zealand, with 3,418 stores and approximately 210,067 employees
at year‑end. The principal activities of the Group during the year were retail operations across:
• Australian Food: operating 1,076 Woolworths Supermarkets and Metro Food Stores.
• New Zealand Food: operating 184 Countdown Supermarkets as well as a wholesale operation which supplies a further 71 stores.
• BIG W: operating 176 BIG W stores.
• Endeavour Group: operating 251 Dan Murphy’s and 1,392 BWS stores, as well as 339 hotels.
• The Group also has eCommerce operations for its primary trading divisions.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group Limited, a subsidiary of
the Group, which resulted in the discontinued operations of two separate major business lines, Endeavour Drinks and Hotels.
Details of the Group’s reportable segments from discontinued operations are outlined in Note 5.2 to the financial statements.
The Directors and meetings of Directors
The table below sets out the directors of the Company and their attendance at Board and Committee meetings during the
financial period ended 27 June 2021.
DIRECTOR
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
(A)
(B)
BOARD MEETINGS
AUDIT & FINANCE
COMMITTEE 3,5
PEOPLE
RISK
COMMITTEE 4,5
COMMITTEE 6
SUSTAINABILITY
COMMITTEE 3,5
NOMINATION
COMMITTEE
Non-executive Directors
G M Cairns
M N Brenner 2
J C Carr‑Smith
H S Kramer
S L McKenna
S R Perkins
K A Tesija
M J Ullmer AO
J R Broadbent AC 1
Executive Director
B L Banducci
14
9
14
14
14
14
14
14
5
14
14
9
14
14
14
14
14
14
5
14
5
3
–
–
5
5
–
5
2
–
5
3
–
–
5
5
–
5
2
–
6
–
3
4
6
4
6
6
–
–
6
–
3
4
6
4
6
6
–
–
1
1
–
1
–
1
–
1
–
–
1
1
–
1
–
1
–
1
–
–
6
–
6
6
‑
2
6
4
4
–
6
–
6
6
‑
2
6
4
4
–
6
5
6
6
6
6
6
6
1
–
6
5
6
6
6
6
6
6
1
–
(A) Number of meetings eligible to attend.
(B) Number of physical meetings attended.
1
Jillian Broadbent retired as a Director on 12 November 2020.
2 Maxine Brenner was appointed as a Director on 1 December 2020.
3 Formerly the Audit, Risk & Compliance Committee.
4 Formerly the People Performance Committee.
5 Committee composition changed on 1 January 2021.
6 Risk Committee was established on 1 May 2021.
Environmental regulation
The Group’s operations are subject to a range of environmental regulations under the law of the Commonwealth of Australia
and its states and territories. The Group is also subject to various state and local government food licensing requirements,
and may be subject to environmental and town planning regulations incidental to the development of shopping centre sites.
The Group has not incurred any significant liabilities under any environmental legislation.
Directors’ and officers’ indemnity/insurance
(i) The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any
current or former director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:
(a) any liability incurred by the person in that capacity;
(b) legal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an
administrative or investigatory nature in which the person becomes involved because of that capacity; and
(c) legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and
discharge of their duties.
(ii) Directors and officers of Woolworths Group Limited and certain subsidiaries have entered into a Deed of Indemnity,
Access and Insurance that provides for indemnity against liability as a director or officer, except to the extent of indemnity
under an insurance policy or where prohibited by statute. The Deed also entitles the director or officer to access company
documents and records, subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover
paid for by the Company.
(iii) During or since the end of the financial period, the Company has paid or agreed to pay a premium in respect of a contract
of insurance insuring directors and officers, and any persons who will insure these in the future, and employees of the
Company and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the
premiums and the nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.
Non-audit services
During the period, Deloitte Touche Tohmatsu Australia, the Company’s auditor, has performed certain other services in addition
to their statutory duties. The Board is satisfied that the provision of those non‑audit services during the period by the auditor
is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) or as
set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical
Standards Board, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision
making capacity for the Company, acting as an advocate for the Company or jointly sharing risks or rewards.
Details of amounts paid or payable to the auditor for non‑audit services provided during the year by the auditor are outlined
in Note 6.3 to the financial statements.
Other information
The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:
• Operating and Financial Review details on pages 2 to 41 inclusive in the Annual Report.
• Details of dividends, including the Dividend Reinvestment Plan (DRP) and shares issued as a result of the DRP,
In F21, a Joint Committee meeting of all Committees was held. All respective Committee members and directors were present.
as outlined in Note 4.2 and Note 4.3 to the financial statements.
In addition to these formal meetings of the Board and its Committees, seven further unscheduled or special purpose
Board Sub‑Committee meetings were held during the financial period ended 27 June 2021. Directors also attend meetings
of Committees of which they are not a member. This is not reflected in the attendance table above.
Details of director experience, qualifications and other listed company directorships are set out on page 44 and 45.
• Matters subsequent to the end of the financial period as outlined in Note 6.4 to the financial statements.
• Directors’ interests in shares and performance rights as set out in Sections 5.2 and 5.3 of the Remuneration Report.
These remain unchanged as at 30 July 2021.
• Performance rights granted during the financial period and subsequent to year end as outlined in Note 6.2 to the
Company secretaries
Marcin Firek resigned as Company Secretary in November 2020.
Katrina Eastoe and Michelle Hall were appointed as Company Secretaries in November 2020. Together, Ms Eastoe and Ms
Hall act as Company Secretaries of the Board and its Committees. Prior to being appointed as Group Company Secretary and
Group Counsel, Ms Eastoe was General Counsel for Woolworths’ Australian Food Group, since 2018. She has over 20 years’
experience in senior leadership positions in legal and governance roles across media, FMCG and manufacturing industries in
Australia, New Zealand and Asia‑Pacific. Ms Eastoe holds a Bachelor of Arts and a Bachelor of Laws, and a Graduate Diploma
in Legal Practice. She is a Graduate of the Australian Institute of Company Directors. Ms Hall has over 15 years’ experience
in legal, governance and compliance roles, including as company secretary of a number of ASX listed entities across financial
services, property and retail industries. Ms Hall holds a Bachelor of Business and a Bachelor of Laws, and Graduate Diplomas
in Legal Practice and Applied Corporate Governance. She is an associate of the Governance Institute of Australia.
financial statements.
• Remuneration Report from pages 52 to 75.
• Auditor’s Independence Declaration on page 76.
This Report is made in accordance with a Resolution of the Directors of the Company and is dated 26 August 2021.
Gordon Cairns
Chairman
Brad Banducci
Chief Executive Officer
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52
Remuneration Report
Dear Shareholder,
As Chair of the renamed People Committee (PC or the
Committee), I am pleased to present the F21 Remuneration
Report and look forward to engaging with shareholders as
the Committee undertakes its work. May I acknowledge
my predecessor in the role, Holly Kramer, for the work
she and the Committee have done to create and govern
the Woolworths Group people management policies and
remuneration framework so that they remain fit for purpose,
provide a strong link between pay and performance, and are
aligned to best practice in the broader Australian market.
The uncertainties and challenges created by COVID-19
continued throughout F21 and our team has played an
important part in supporting our communities in Australia
and New Zealand through various lockdowns. During
F21 we continued to make progress on our six strategic
priorities, including accelerating the growth of our digital
and eCommerce platforms and demerging Endeavour
Group Limited. We acknowledge that the achievements
of F21 have required extraordinary efforts from the
Woolworths Group team.
F21 Reward outcomes: STI
The business plan for F21, and the entry, target and stretch
measures the Board set, recognised the potential for
significant uncertainty and an ongoing and uneven impact
from COVID-19. Lockdowns of varying durations continued
to drive high levels of in-home consumption, which, together
with strong execution of our trade plans, resulted in elevated
trading during parts of the year. Sales from continuing and
discontinued operations were $67,278 million, representing
growth of 5.6%, which was an outcome substantially
above stretch. Similarly, earnings before interest and taxes
(EBIT) from continuing and discontinued operations before
significant items of $3,663 million grew 13.7% to also exceed
stretch. Trade Working Capital Days improved by 1.8 days,
1.5 days ahead of budget, which was also a stretch result.
Voice of Customer (VOC) Net Promoter Score (NPS) results
were positive overall through a highly volatile and challenging
year, landing between entry and target. We achieved
a strong improvement in reducing customer injuries in F21,
with the Customer Claims measure exceeding stretch. Total
Recordable Injuries and Hours Lost for team both failed to
meet entry. While disappointed in this outcome, we also
recognise that it has been significantly impacted by COVID-19.
The Board believes that the 115.5% scorecard result of
between target and stretch and the resulting Short-Term
Incentive (STI) outcome for F21 appropriately balances the
impact of all these factors and reflects the team’s strong
performance throughout this volatile year.
F21 Reward outcomes: WISP
Awards made under the F19–21 Woolworths Incentive Share
Plan (WISP) achieved an outcome of between target and
stretch, resulting in 77.5% of the maximum performance rights
vesting. Sales per square metre (Sales/sqm) improved in each
year of the plan period to achieve a result of $18,294 in F21
– driven in particular by strong sales growth in Australian Food
and Endeavour Drinks – for an outcome close to stretch. Return
on funds employed (ROFE) increased by 150 bps over the plan
period, resulting in an outcome between entry and target,
with EBIT over the period increasing at a faster rate than funds
employed. The Board is also pleased with the substantial value
that the team delivered to our shareholders over this period,
achieving a Total Shareholder Return (TSR) of 61%, ranking
Woolworths at the 89th percentile of our comparator group.
Management changes in F21
We continued to build management team strength during F21,
developing our team, promoting diversity, and deepening our
succession bench strength. Claire Peters, who was Managing
Director of Woolworths Supermarkets for over three years
until the end of September 2021, was appointed as Managing
Director of B2B and Everyday Needs. After two years as
Managing Director of Woolworths New Zealand, Natalie Davis
returned to Australia in October 2021 and assumed the role
of Managing Director of Woolworths Supermarkets.
Executive Remuneration Framework Review
During F21 the Board reviewed the appropriateness of the
executive remuneration framework, and identified two
opportunities to strengthen alignment of the underlying
performance measures with the Group’s strategic objectives.
From F22, the Safety metric in the STI scorecard will evolve
to a new broader measure – Severity Rate – which includes all
team and customer injuries or illnesses (first aid through to lost
time injuries, both physical and psychological) and events with
potential for high severity. We will also introduce a Reputation
measure in our Long-Term Incentive (LTI), replacing the
Sales/sqm measure, which will operate alongside our financial
performance measures of Relative TSR and ROFE. The Board
believes that reputation is a key measure of the Group’s ability
to deliver its strategy and be at our best for our customers,
team, and communities. Sales/sqm will remain an important
metric used by the Group, but has become less important
as a Group performance measure given the move towards
an ecosystem business.
In summary
F21 was a year when the Group’s values came to life, with
our team putting the needs and safety of our customers and
communities first. The Group made progress on our strategy
despite the disruption caused by COVID-19, and has taken
further steps to build its food and everyday needs retail
ecosystem with the announced investment in PFD (completed
in F22), further investment in Quantium, and the launch of
Healthy Life and PetCulture. Through the Endeavour Group
demerger, the Board and management have focused on
a smooth transition of remuneration arrangements so that
executives remain aligned with delivery of the strategy and
growth of shareholder value in both organisations. We look
forward to ongoing dialogue with, and the support of, our
shareholders in F22 as we deliver shareholder value and
create better experiences together for a better tomorrow.
Siobhan McKenna
Chair – People Committee
53
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Remuneration Report 2021
Table of Contents
2021 REMUNERATION AT A GLANCE
Our remuneration framework aligned to our strategic priorities
F21 Executive KMP remuneration mix
How we performed and remuneration received
1
2
EXECUTIVE KMP REMUNERATION
Short-Term Incentive
Long-Term Incentive
3
GOVERNANCE
Role of the Board
Role of the People Committee (PC)
Treatment of Unvested Equity Awards upon exit
Other governance requirements
4 NON–EXECUTIVE DIRECTORS’ ARRANGEMENTS
Non-executive Directors’ Remuneration Policy and Structure
Non-executive Directors’ Minimum Shareholding Requirement
Non-executive Directors’ Equity Plan
5
KMP STATUTORY DISCLOSURES
KMP Remuneration
KMP Share right movements
KMP Share movements
Share rights outstanding for Executive KMP
What we paid Executive KMP in F21 and progress on Minimum Shareholding Requirements
Terms of Executive KMP Service Agreements
Remuneration Framework changes for F22
54
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73
74
The report has been prepared and audited against the disclosure requirements of the Corporations Act 2001 (Cth).
Who is covered by this Report?
The Remuneration Report outlines Woolworths Group’s remuneration framework and the outcomes for the year
ended 27 June 2021 for our Key Management Personnel (KMP). KMP have the authority and responsibility for
planning, directing and controlling the activities of Woolworths Group. F21 KMP are:
NAME
POSITION
APPOINTED PEOPLE COMMITTEE
Jillian Broadbent AC Non-executive Director
28 January 2011 to 12 November 2020
Gordon Cairns
Chairman
Maxine Brenner
Non-executive Director
Jennifer Carr-Smith Non-executive Director
d
r
a
o
B
Holly Kramer
Non-executive Director
Siobhan McKenna Non-executive Director
Scott Perkins 3
Non-executive Director
Kathryn Tesija
Non-executive Director
Michael Ullmer AO Non-executive Director
Brad Banducci
Chief Executive Officer
–
–
–
Chair 1
Chair 2
1 September 2015
1 December 2020
17 May 2019
8 February 2016
8 February 2016
1 September 2014
9 May 2016
30 January 2012
26 February 2016
1 April 2018
1 August 2019
September 2020
Natalie Davis 4
Managing Director, Woolworths Supermarkets
1 October 2020
Stephen Donohue Managing Director, Endeavour Drinks
Stephen Harrison
Chief Financial Officer
Claire Peters 5
Managing Director, Woolworths Supermarkets
13 June 2017 to 30
1 Ms Kramer was Chair and a member of the People Committee until 31 December 2020.
2 Ms McKenna was appointed Chair of the People Committee from 1 January 2021.
3 Mr Perkins was a member of the People Committee until 31 December 2020.
4 Ms Davis became a KMP on 1 October 2020 when she was appointed Managing Director, Woolworths Supermarkets.
5 Ms Peters was Managing Director, Woolworths Supermarkets until 30 September 2020, after which she ceased to be a KMP.
1.1
1.2
1.3
2.1
2.2
2.3
2.4
2.5
3.1
3.2
3.3
3.4
4.1
4.2
4.3
5.1
5.2
5.3
5.4
P
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52
Remuneration Report
Dear Shareholder,
As Chair of the renamed People Committee (PC or the
Committee), I am pleased to present the F21 Remuneration
Report and look forward to engaging with shareholders as
the Committee undertakes its work. May I acknowledge
my predecessor in the role, Holly Kramer, for the work
she and the Committee have done to create and govern
the Woolworths Group people management policies and
remuneration framework so that they remain fit for purpose,
provide a strong link between pay and performance, and are
aligned to best practice in the broader Australian market.
The uncertainties and challenges created by COVID-19
continued throughout F21 and our team has played an
important part in supporting our communities in Australia
and New Zealand through various lockdowns. During
F21 we continued to make progress on our six strategic
priorities, including accelerating the growth of our digital
and eCommerce platforms and demerging Endeavour
Group Limited. We acknowledge that the achievements
of F21 have required extraordinary efforts from the
Woolworths Group team.
F21 Reward outcomes: STI
The business plan for F21, and the entry, target and stretch
measures the Board set, recognised the potential for
significant uncertainty and an ongoing and uneven impact
from COVID-19. Lockdowns of varying durations continued
to drive high levels of in-home consumption, which, together
with strong execution of our trade plans, resulted in elevated
trading during parts of the year. Sales from continuing and
discontinued operations were $67,278 million, representing
growth of 5.6%, which was an outcome substantially
above stretch. Similarly, earnings before interest and taxes
(EBIT) from continuing and discontinued operations before
significant items of $3,663 million grew 13.7% to also exceed
stretch. Trade Working Capital Days improved by 1.8 days,
1.5 days ahead of budget, which was also a stretch result.
Voice of Customer (VOC) Net Promoter Score (NPS) results
were positive overall through a highly volatile and challenging
year, landing between entry and target. We achieved
a strong improvement in reducing customer injuries in F21,
with the Customer Claims measure exceeding stretch. Total
Recordable Injuries and Hours Lost for team both failed to
meet entry. While disappointed in this outcome, we also
recognise that it has been significantly impacted by COVID-19.
The Board believes that the 115.5% scorecard result of
between target and stretch and the resulting Short-Term
Incentive (STI) outcome for F21 appropriately balances the
impact of all these factors and reflects the team’s strong
performance throughout this volatile year.
F21 Reward outcomes: WISP
Awards made under the F19–21 Woolworths Incentive Share
Plan (WISP) achieved an outcome of between target and
stretch, resulting in 77.5% of the maximum performance rights
vesting. Sales per square metre (Sales/sqm) improved in each
year of the plan period to achieve a result of $18,294 in F21
on funds employed (ROFE) increased by 150 bps over the plan
period, resulting in an outcome between entry and target,
with EBIT over the period increasing at a faster rate than funds
employed. The Board is also pleased with the substantial value
that the team delivered to our shareholders over this period,
achieving a Total Shareholder Return (TSR) of 61%, ranking
Woolworths at the 89th percentile of our comparator group.
Management changes in F21
We continued to build management team strength during F21,
developing our team, promoting diversity, and deepening our
succession bench strength. Claire Peters, who was Managing
Director of Woolworths Supermarkets for over three years
until the end of September 2021, was appointed as Managing
Director of B2B and Everyday Needs. After two years as
Managing Director of Woolworths New Zealand, Natalie Davis
returned to Australia in October 2021 and assumed the role
of Managing Director of Woolworths Supermarkets.
Executive Remuneration Framework Review
During F21 the Board reviewed the appropriateness of the
executive remuneration framework, and identified two
opportunities to strengthen alignment of the underlying
performance measures with the Group’s strategic objectives.
From F22, the Safety metric in the STI scorecard will evolve
to a new broader measure – Severity Rate – which includes all
team and customer injuries or illnesses (first aid through to lost
time injuries, both physical and psychological) and events with
potential for high severity. We will also introduce a Reputation
measure in our Long-Term Incentive (LTI), replacing the
Sales/sqm measure, which will operate alongside our financial
performance measures of Relative TSR and ROFE. The Board
believes that reputation is a key measure of the Group’s ability
to deliver its strategy and be at our best for our customers,
team, and communities. Sales/sqm will remain an important
metric used by the Group, but has become less important
as a Group performance measure given the move towards
an ecosystem business.
In summary
F21 was a year when the Group’s values came to life, with
our team putting the needs and safety of our customers and
communities first. The Group made progress on our strategy
despite the disruption caused by COVID-19, and has taken
further steps to build its food and everyday needs retail
ecosystem with the announced investment in PFD (completed
in F22), further investment in Quantium, and the launch of
Healthy Life and PetCulture. Through the Endeavour Group
demerger, the Board and management have focused on
a smooth transition of remuneration arrangements so that
executives remain aligned with delivery of the strategy and
growth of shareholder value in both organisations. We look
forward to ongoing dialogue with, and the support of, our
shareholders in F22 as we deliver shareholder value and
create better experiences together for a better tomorrow.
– driven in particular by strong sales growth in Australian Food
Siobhan McKenna
and Endeavour Drinks – for an outcome close to stretch. Return
Chair – People Committee
Remuneration Report 2021
Table of Contents
1
2
3
2021 REMUNERATION AT A GLANCE
1.1
1.2
1.3
Our remuneration framework aligned to our strategic priorities
F21 Executive KMP remuneration mix
How we performed and remuneration received
EXECUTIVE KMP REMUNERATION
Short-Term Incentive
Long-Term Incentive
What we paid Executive KMP in F21 and progress on Minimum Shareholding Requirements
Terms of Executive KMP Service Agreements
Remuneration Framework changes for F22
2.1
2.2
2.3
2.4
2.5
GOVERNANCE
3.1
3.2
3.3
3.4
Role of the Board
Role of the People Committee (PC)
Treatment of Unvested Equity Awards upon exit
Other governance requirements
4 NON–EXECUTIVE DIRECTORS’ ARRANGEMENTS
4.1
4.2
4.3
Non-executive Directors’ Remuneration Policy and Structure
Non-executive Directors’ Minimum Shareholding Requirement
Non-executive Directors’ Equity Plan
5
KMP STATUTORY DISCLOSURES
5.1
5.2
5.3
5.4
KMP Remuneration
KMP Share right movements
KMP Share movements
Share rights outstanding for Executive KMP
54
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57
59
61
64
64
66
66
67
68
69
69
69
70
72
73
74
The report has been prepared and audited against the disclosure requirements of the Corporations Act 2001 (Cth).
Who is covered by this Report?
The Remuneration Report outlines Woolworths Group’s remuneration framework and the outcomes for the year
ended 27 June 2021 for our Key Management Personnel (KMP). KMP have the authority and responsibility for
planning, directing and controlling the activities of Woolworths Group. F21 KMP are:
NAME
POSITION
APPOINTED PEOPLE COMMITTEE
Gordon Cairns
Chairman
1 September 2015
53
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1 December 2020
28 January 2011 to 12 November 2020
–
–
Chair 1
Chair 2
–
5
O
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F
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Maxine Brenner
Non-executive Director
Jillian Broadbent AC Non-executive Director
Jennifer Carr-Smith Non-executive Director
d
r
a
o
B
Holly Kramer
Non-executive Director
Siobhan McKenna Non-executive Director
Scott Perkins 3
Non-executive Director
Kathryn Tesija
Non-executive Director
Michael Ullmer AO Non-executive Director
Brad Banducci
Chief Executive Officer
Natalie Davis 4
Managing Director, Woolworths Supermarkets
Stephen Donohue Managing Director, Endeavour Drinks
Stephen Harrison
Chief Financial Officer
Claire Peters 5
Managing Director, Woolworths Supermarkets
P
M
K
e
v
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t
u
c
e
x
e
-
n
o
N
P
M
K
e
v
i
t
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e
x
E
17 May 2019
8 February 2016
8 February 2016
1 September 2014
9 May 2016
30 January 2012
26 February 2016
1 October 2020
1 April 2018
1 August 2019
13 June 2017 to 30
September 2020
1 Ms Kramer was Chair and a member of the People Committee until 31 December 2020.
2 Ms McKenna was appointed Chair of the People Committee from 1 January 2021.
3 Mr Perkins was a member of the People Committee until 31 December 2020.
4 Ms Davis became a KMP on 1 October 2020 when she was appointed Managing Director, Woolworths Supermarkets.
5 Ms Peters was Managing Director, Woolworths Supermarkets until 30 September 2020, after which she ceased to be a KMP.
54
1 2021 REMUNERATION AT A GLANCE
1.1
OUR REMUNERATION FRAMEWORK ALIGNED TO OUR STRATEGIC PRIORITIES
Our remuneration framework is designed to support Woolworths Group’s strategic priorities. We have a clear set
of principles which guide our remuneration decisions and design. As we operate in a dynamic and rapidly evolving
market, we revisit our approach to remuneration on a regular basis so that we are aligned to market expectations
and business objectives.
Strategic priorities
Our purpose: We create better experiences together for a better tomorrow
Better together for
a better tomorrow
for our customers,
teams, and
communities
Accelerate
digital, eCom and
convenience for
our increasingly
connected
customers
Differentiate our
food customer
propositions
Stand-up
Endeavour Group
Evolve our portfolio
and build strong
adjacencies
Keep our business
COVIDSafe and
future proof our E2E
operating model
Remuneration principles
Objective: Support Business Transformation
Reinforce our
purpose, customer
1st team 1st strategy
and Ways-of-Working
Build the retailer of the
future by attracting,
retaining and motivating
team members with
diverse skills, capabilities
and backgrounds
Encourage our team
members to think and
behave like owners
Drive short and
long-term performance
consistent with our
risk appetite
Be simple and easily
understood
Remuneration governance
In delivering the remuneration outcomes to team members, the Board may apply discretion so that it effectively delivers
appropriate outcomes for our shareholders, customers and team. In considering whether discretion is required, the Board
reviews PC recommendations based on the CEO’s proposal for performance and incentive outcomes. This discretion
review incorporates advice from the Chief Risk Officer, Chief Legal Officer, Chief People Officer, and Head of Internal
Audit, as well as consultation with Committee Chairs and all Directors.
54
1 2021 REMUNERATION AT A GLANCE
2021 REMUNERATION
AT A GLANCE 1
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1.1
OUR REMUNERATION FRAMEWORK ALIGNED TO OUR STRATEGIC PRIORITIES
1.1
OUR REMUNERATION FRAMEWORK ALIGNED TO OUR STRATEGIC PRIORITIES (CONTINUED)
Our remuneration framework is designed to support Woolworths Group’s strategic priorities. We have a clear set
of principles which guide our remuneration decisions and design. As we operate in a dynamic and rapidly evolving
market, we revisit our approach to remuneration on a regular basis so that we are aligned to market expectations
and business objectives.
Strategic priorities
Our purpose: We create better experiences together for a better tomorrow
Better together for
a better tomorrow
for our customers,
teams, and
communities
Accelerate
digital, eCom and
convenience for
our increasingly
connected
customers
Differentiate our
food customer
propositions
Stand-up
Endeavour Group
Evolve our portfolio
and build strong
adjacencies
Keep our business
COVIDSafe and
future proof our E2E
operating model
Remuneration principles
Objective: Support Business Transformation
F21 Remuneration framework
Our Remuneration Framework Supports the Group Strategy
Total Fixed Remuneration
(TFR)
Short‑Term Incentive
(STI)
TFR consists of Base Salary,
Superannuation and Car Allowance
TFR is set in relation to the
external market and considers:
• Strategic value of the role.
• Size and complexity of the role.
• Individual responsibilities.
• Experience and skills.
TFR is positioned so that Total
Target Remuneration (TTR) is
around median of our Comparator
Group, which includes the ASX25
plus additional reference as required
to major national and international
retailers. Generally, executives who
are new to role will start on a TTR
package below median, and move
up to median as they develop skills
and experience in the role.
50% of the STI is delivered in
cash and the remaining 50%
is deferred in share rights for
two years
Business performance is
measured through a STI balanced
scorecard, with 60% weighted
on financial objectives and 40%
on non-financial objectives:
• Sales (20%).
• Earnings Before Interest and
Tax (EBIT) (20%).
• Working Capital Days (20%).
• Customer Satisfaction (20%).
• Safety (20%).
Individual performance
includes assessment against
business, strategic and
Ways-of-Working goals and
Core Values.
Long‑Term Incentive
(LTI)
Performance rights vesting
subject to performance
progress over three years
The LTI aligns executives to
overall company performance
through three equally weighted
measures focused on strategic
business drivers and long-term
shareholder return:
• Relative Total Shareholder
Return (rTSR).
• Sales Per Square Metre
(Sales/sqm).
• Return on Funds Employed
(ROFE).
Reinforce our
purpose, customer
1st team 1st strategy
and Ways-of-Working
Build the retailer of the
future by attracting,
retaining and motivating
team members with
diverse skills, capabilities
and backgrounds
Encourage our team
members to think and
behave like owners
Drive short and
long-term performance
consistent with our
risk appetite
Be simple and easily
understood
What is the
remuneration mix
for Executive KMP?
The remuneration mix for Executive KMP is weighted towards variable remuneration.
In the Total Target Mix, 67% of the remuneration is performance-based pay, and 50%
of TTR is delivered in equity.
1.2
F21 EXECUTIVE KMP REMUNERATION MIX
Remuneration governance
In delivering the remuneration outcomes to team members, the Board may apply discretion so that it effectively delivers
appropriate outcomes for our shareholders, customers and team. In considering whether discretion is required, the Board
reviews PC recommendations based on the CEO’s proposal for performance and incentive outcomes. This discretion
review incorporates advice from the Chief Risk Officer, Chief Legal Officer, Chief People Officer, and Head of Internal
Audit, as well as consultation with Committee Chairs and all Directors.
TOTAL TARGET MIX
Total Fixed
Remuneration 33.4%
TOTAL MAXIMUM MIX
Total Fixed
Remuneration 23.8%
Performance based
Target STI 33.3% (100% of TFR)
Target LTI 33.3% (100% of TFR)
Cash
16.65%
Deferred
16.65%
rTSR with
11.1%
Sales/sqm
11.1%
ROFE
11.1%
N
F
O
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M
A
T
O
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I
Performance based
Maximum STI 35.7% (150% of TFR)
Maximum LTI 40.5% (170% of TFR)
Cash
17.86%
Deferred
17.86%
rTSR with
13.5%
Sales/sqm
13.5%
ROFE
13.5%
1
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56
Remuneration Report
1.3
HOW WE PERFORMED AND REMUNERATION RECEIVED
Group five‑year
performance summary
The remuneration outcomes for our Executive KMP vary with short-term and long-term
performance outcomes. The graphs and table below show Executive KMP remuneration
outcomes and the Group’s core financial performance measures over the past five years.
Short‑term measures
Sales
$M
EBIT 1
$M
Long‑term measures
Annualised TSR 2
% GROUP
ROFE 3
% GROUP
Sales/sqm
$
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F:
F:
F:
17
17
17
18
18
F:
18
F:
19
19
17
19
17
20
20
18
20
18
21
21
19
21
19
20
20
F:
F:
F:
21
21
17
17
17
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F:
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F:
19
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F:
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20
20
20
19
19
21
21
21
20
20
21
21
¢
¢
Sales per square metre (Australian Food)
Sales per square metre (Endeavour Drinks)
STI and LTI outcomes
STI (% of Target)
LTI (% of Maximum)
Woolworths Group ordinary share price closing ($)
F17
109.8
Nil
25.36
F18
91.2
Nil
29.96
F19
68.1
78.4
33.23
F20
70.0
64.3
36.39
F21
115.5
77.5
42.88 4
1
From continuing and discontinued operations and before significant items. For F21 EBIT significant items were a net gain of $59 million, including
net gain on acquisition of a majority share of Quantium ($221 million), costs on Endeavour Group demerger and PFD acquisition ($68 million),
strategic decisions related to Supply Chain restructure ($44 million) and Metro Food Stores impairments ($50 million).
2 Annualised TSR is point to point TSR for the financial year.
3 Group ROFE is defined on page 59. The F21 outcome of 15.4% differs from the Group reported ROFE of 16.6% following adjustment to exclude the
demerger distribution liability, the impact of the acquisition of Quantium, and Endeavour Group corporate costs.
4 The sum of the closing share prices of Woolworths Group ($36.78) and Endeavour Group ($6.10) on the last trading day of Woolworths Group’s
financial year (25 June 2021). Endeavour Group shares commenced trading on a conditional basis on 24 June 2021.
F21 Executive KMP
The table below presents the remuneration actually paid to, or vested for, Executive KMP in F21.
EXECUTIVE KMP
Brad Banducci
Chief Executive Officer
Natalie Davis 3 Managing Director,
Woolworths Supermarkets
Stephen Donohue
Managing Director, Endeavour Drinks
Stephen Harrison
Chief Financial Officer
Claire Peters 4 Managing Director,
Woolworths Supermarkets
TOTAL FIXED
REMUNERATION
RELOCATION 1
AND OTHER
BENEFITS
F21
CASH STI
VESTED F19 2
DEFERRED STI
VESTED 2
F19–21 LTI
TOTAL
2,600,000
4,421
1,651,650 1,355,578 5,210,060
10,821,709
714,319
44,548
407,813
170,486
454,301
1,791,467
962,000
4,421
611,111
410,329 2,004,749
3,992,610
900,001
4,421
519,750
0 1,254,228
2,678,400
325,000
140,430
187,688
385,094 2,031,873
3,070,085
1 Relocation and other benefits include the deemed premium in respect of Directors and Officers Indemnity Insurance. In relation to Ms Davis and
Ms Peters, it also includes relocation benefits and associated fringe benefits tax.
2 Vested F19 Deferred STI and Vested F19-21 LTI is based on the five-day Volume Weighted Average Price of Woolworths Group shares up to and
including 1 July 2021 ($37.6069).
3 Ms Davis was appointed Managing Director, Woolworths Supermarkets and became Executive KMP on 1 October 2020. Disclosed remuneration reflects
remuneration earned from 1 October 2020. Total Fixed Remuneration, Relocation and other benefits, and F21 Cash STI represent nine of the 12 months
in F21. Vested F19 Deferred STI is nine of the 24 months deferral period, and vested F19–21 LTI represents nine of the 36 months of the F19–21 plan.
4 Ms Peters was Managing Director, Woolworths Supermarkets until 30 September 2020, after which she commenced a new role, which is not recognised
as Executive KMP. Disclosed remuneration reflects remuneration earned to 30 September 2020. Total Fixed Remuneration, Relocation and other
benefits, and F21 Cash STI represent three of the 12 months in F21. Vested F19 Deferred STI is 15 of the 24 months deferral period, and vested F19–21 LTI
represents 27 of the 36 months of the F19–21 plan.
Further detail of individual remuneration outcomes is provided on pages 61 to 63 of this report.
56
Remuneration Report
57
A
N
N
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A
L
R
E
P
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T
2
0
2
1
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1.3
HOW WE PERFORMED AND REMUNERATION RECEIVED
2 EXECUTIVE KMP REMUNERATION
Group five‑year
performance summary
The remuneration outcomes for our Executive KMP vary with short-term and long-term
performance outcomes. The graphs and table below show Executive KMP remuneration
outcomes and the Group’s core financial performance measures over the past five years.
Short‑term measures
Sales
$M
EBIT 1
$M
Long‑term measures
Annualised TSR 2
% GROUP
ROFE 3
% GROUP
Sales/sqm
$
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AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
AASB 16
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Sales per square metre (Australian Food)
Sales per square metre (Endeavour Drinks)
F:
F:
F:
17
17
17
F:
18
F:
18
18
17
17
19
19
19
18
18
20
20
20
19
19
21
21
21
20
20
F:
F:
21
F:
21
17
17
17
F:
18
F:
18
18
17
17
19
19
19
18
18
20
20
20
19
19
21
21
21
20
20
21
21
F:
F:
F:
17
17
17
F:
18
F:
18
18
17
17
19
19
19
18
18
20
20
20
19
19
21
21
21
20
20
F:
F:
21
F:
21
17
17
17
F:
18
F:
18
18
17
17
19
19
19
18
18
20
20
20
19
19
21
21
21
20
20
F:
F:
F:
21
21
17
17
17
F:
F:
18
18
18
17
17
19
19
19
18
18
20
20
20
19
19
21
21
21
20
20
21
21
STI and LTI outcomes
STI (% of Target)
LTI (% of Maximum)
Woolworths Group ordinary share price closing ($)
F17
109.8
Nil
25.36
F18
91.2
Nil
29.96
F19
68.1
78.4
33.23
F20
70.0
64.3
36.39
F21
115.5
77.5
42.88 4
1
From continuing and discontinued operations and before significant items. For F21 EBIT significant items were a net gain of $59 million, including
net gain on acquisition of a majority share of Quantium ($221 million), costs on Endeavour Group demerger and PFD acquisition ($68 million),
strategic decisions related to Supply Chain restructure ($44 million) and Metro Food Stores impairments ($50 million).
2 Annualised TSR is point to point TSR for the financial year.
3 Group ROFE is defined on page 59. The F21 outcome of 15.4% differs from the Group reported ROFE of 16.6% following adjustment to exclude the
demerger distribution liability, the impact of the acquisition of Quantium, and Endeavour Group corporate costs.
4 The sum of the closing share prices of Woolworths Group ($36.78) and Endeavour Group ($6.10) on the last trading day of Woolworths Group’s
financial year (25 June 2021). Endeavour Group shares commenced trading on a conditional basis on 24 June 2021.
F21 Executive KMP
The table below presents the remuneration actually paid to, or vested for, Executive KMP in F21.
TOTAL FIXED
REMUNERATION
RELOCATION 1
AND OTHER
BENEFITS
F21
VESTED F19 2
CASH STI
DEFERRED STI
VESTED 2
F19–21 LTI
TOTAL
EXECUTIVE KMP
Brad Banducci
Chief Executive Officer
Natalie Davis 3 Managing Director,
Woolworths Supermarkets
Stephen Donohue
Stephen Harrison
Chief Financial Officer
Claire Peters 4 Managing Director,
Woolworths Supermarkets
2,600,000
4,421
1,651,650 1,355,578 5,210,060
10,821,709
714,319
44,548
407,813
170,486
454,301
1,791,467
Managing Director, Endeavour Drinks
962,000
4,421
611,111
410,329 2,004,749
3,992,610
900,001
4,421
519,750
0 1,254,228
2,678,400
325,000
140,430
187,688
385,094 2,031,873
3,070,085
1 Relocation and other benefits include the deemed premium in respect of Directors and Officers Indemnity Insurance. In relation to Ms Davis and
Ms Peters, it also includes relocation benefits and associated fringe benefits tax.
2 Vested F19 Deferred STI and Vested F19-21 LTI is based on the five-day Volume Weighted Average Price of Woolworths Group shares up to and
including 1 July 2021 ($37.6069).
3 Ms Davis was appointed Managing Director, Woolworths Supermarkets and became Executive KMP on 1 October 2020. Disclosed remuneration reflects
remuneration earned from 1 October 2020. Total Fixed Remuneration, Relocation and other benefits, and F21 Cash STI represent nine of the 12 months
in F21. Vested F19 Deferred STI is nine of the 24 months deferral period, and vested F19–21 LTI represents nine of the 36 months of the F19–21 plan.
4 Ms Peters was Managing Director, Woolworths Supermarkets until 30 September 2020, after which she commenced a new role, which is not recognised
as Executive KMP. Disclosed remuneration reflects remuneration earned to 30 September 2020. Total Fixed Remuneration, Relocation and other
benefits, and F21 Cash STI represent three of the 12 months in F21. Vested F19 Deferred STI is 15 of the 24 months deferral period, and vested F19–21 LTI
represents 27 of the 36 months of the F19–21 plan.
Further detail of individual remuneration outcomes is provided on pages 61 to 63 of this report.
2.1
SHORT-TERM INCENTIVE
Our approach and rationale: F21 Short-Term Incentive
We believe that alignment of our STI arrangements from the CEO through to our store teams is a key symbol of our Customer 1st
Team 1st Brand and Culture approach to transforming our business. Individual STI outcomes reflect business performance against
the STI scorecard and individual contribution to these results, including our Ways-of-Working and Core Values. The Board
also reviews executive behaviour and any malus policy considerations when determining STI outcomes for Executive KMP. All
measures and targets are reviewed annually so that STI drives the right outcomes each year. Intended changes for the F22 plan
are set out in section 2.5.
Assessing business performance:
The STI balanced scorecard includes a mix of metrics, with
60% weighting on financial metrics and 40% weighting on
non-financial metrics. Five equally weighted business scorecard
measures drive outcomes for shareholders, customers and
our team:
¢ Sales
¢ EBIT
¢ Working Capital Days
¢ Customer Satisfaction
¢ Safety
plus individual performance
Customer Satisfaction
Our strategy is underpinned by great customer experiences and
success is dependent on us delivering convenient ways to shop
and competitive prices for our customers so they continue
to choose us over our competitors. Our online platforms are
key to delivering new and improved ways customers can shop
with us. Customer feedback measures include Net Promoter
Score (NPS) to better measure progress against our ambition
to deliver better shopping experiences. We use Voice of
Customer (VOC) and NPS methodology weighted 30% to our
eCommerce customers and 70% to our in-store customers
to measure overall customer satisfaction.
Safety
We are a people business and the safety of our team and
customers is of great importance. Safety performance is
measured using three equally weighted measures, which includes
improvement in: (i) customer claims; (ii) total recordable (team
member) injuries; and (iii) hours lost. We measure the number
of injuries as opposed to frequency rates so that our measures
are easier to understand and communicate. Hours lost are
included in the overall safety performance to help us understand
both the frequency and severity of injuries.
Sales, EBIT and Working Capital Days
It is critical for the sustainability of our business to constantly
work towards improving all elements of our financial
performance, including the productivity of store selling
space, the efficiency of our stores, supply chain and overall
management of costs and the effective management of
inventory and working capital. Sales, EBIT and Working Capital
performance are all key financial performance metrics used
to measure the creation of value for our shareholders.
Assessing individual performance:
Two equally weighted categories of goals are used
to review performance:
• Business strategy and performance goals
that capture how individuals contribute to the
performance of the business during the year,
and their contribution to initiatives that will
transform our business for the future.
• Ways-of-Working and people goals that capture
how business strategy and performance goals
have been delivered, and how leaders set their
teams up for success.
The Board also has discretion to adjust the vesting
of Deferred STI (DSTI) for individuals, which may
be reduced (including to zero) for cases of behaviour
inconsistent with our Ways-of-Working or Core
Values (see malus policy on page 68). These would
be the most serious of cases that would not have been
adequately dealt with through normal performance
management or consequence frameworks.
100% of STI target for target performance.
150% of STI target for stretch performance.
Delivering STI outcomes:
Depending on business and individual performance:
• Zero for below entry performance.
• 50% of STI target for entry performance.
•
•
This gives the Board sufficient opportunity to
vary STI outcomes so they reflect differing levels
of performance. The Board also has discretion
to vary STI awards due to factors that are beyond
these performance measures so that rewards
appropriately reflect complete performance.
Group Executive STI awards are delivered:
• 50% as cash; and
• 50% deferred in share rights for two years.
The 50% deferred component supports increased
share ownership, facilitates retention, and is a risk
management lever to facilitate malus policy
application during the deferral period.
1
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58
Remuneration Report
2.1
SHORT TERM INCENTIVE (CONTINUED)
Performance against: F21 STI measures
The scorecard performance outcome for F21 was 115.5% of target.
F21 performance
against the STI
scorecard was
above target.
115.5% of Target
77.0% of Max
F21 ACTUAL PERFORMANCE
Stretch
%
0
5
1
%
0
5
1
%
0
5
1
%
0
5
1
Target
Entry
l
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B
E
%
5
7
7
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Sales 1
Sales from continuing and discontinued operations was $67,278 million, representing growth of 5.7%, and
two-year average growth of 7.1% 2. Sales growth in excess of Stretch was achieved in all businesses apart
from NZ Food, with sales growth as follows: Australian Food 5.6%; Endeavour Drinks 9.9%; NZ Food -0.6%
(NZD); BIG W 11.6% and Hotels 7.3%. Growth was impacted both by elevated in-home consumption in
response to COVID-19 restrictions for our Food and Drinks businesses, despite cycling the significant
growth of H2 F20, and strong trading performance. Overall performance was above Stretch for F21.
ENTRY: $63.9BN
TARGET: $64.8BN
STRETCH: $65.6BN
ACTUAL F21: $67.2BN 1
Sales is the revenue from the sale of goods and services, excluding other operating revenue.
1
2 Two-year average sales growth excludes Petrol, which was sold in 2019.
Earnings Before Interest and Tax 3
EBIT from continuing and discontinued operations before significant items was $3,663 million,
representing growth of 13.7%. Outperformance was delivered across all business units apart from New
Zealand Food, with flow-through from strong top-line achieved despite significant COVID-19 costs incurred
through the year. Overall performance was above Stretch for F21.
ENTRY: $3.25BN
TARGET: $3.32BN
STRETCH: $3.38BN
ACTUAL F21: $3.66BN
3 Significant items not included in this measure were a net gain of $59 million, including a net gain on
acquisition of a majority share of Quantium ($221 million), costs on Endeavour Group demerger and
PFD acquisition ($68 million), strategic decisions related to Supply Chain restructure ($44 million) and
Metro Food Stores impairments ($50 million).
Working Capital Days
Trade Working Capital improved by 1.8 days, 1.5 days ahead of budget. At a Group level, Inventory
improved by 0.7 days, Accounts Payable by 0.9 days and Accounts Receivable by 0.2 days. Overall
performance was above Stretch for F21.
ENTRY: 0.9 DAYS
TARGET: 0.5 DAYS
STRETCH: 0.1 DAYS
ACTUAL F21: (0.9) DAYS
Customer Satisfaction
Group VOC NPS was 56.1 for F21. VOC NPS results were positive through a highly volatile and challenging
year in F21. The result was driven by positive movements in Australian Food, NZ Food, Dan Murphy’s,
BWS and BIG W. Overall performance was between Entry and Target for F21.
%
0
%
0
l
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ENTRY: 55.0
TARGET: 57.0
STRETCH: 59.0
ACTUAL F21: 56.1
Safety
The F21 performance was dominated by COVID-19 and some atypical patterns due to the impact of the
pandemic across our network. Positively, we achieved a strong improvement in reducing customer injuries
in F21, with our customer claims measure exceeding stretch. 1,891 or 63% of our total sites did not record
either a Total Recordable Injury, or a Customer injury/claim in F21. However, the Total Recordable Injury
and Hours Lost metrics did not meet their F21 entry targets. The material increase in manual activity during
the pandemic period was reflected in an increase in musculoskeletal injuries and associated recovery time.
Improvement in Customer claims
ENTRY: -2%
TARGET: -4%
STRETCH: -6%
ACTUAL F21: -7.38%
Improvement in Total Recordable (Team Member) Injuries
ENTRY: -1%
TARGET: -3%
STRETCH: -5%
ACTUAL F21: 5.18%
Improvement in Hours Lost
ENTRY: -1%
TARGET: -3%
STRETCH: -5%
ACTUAL F21: 5.34%
58
Remuneration Report
2.1
SHORT TERM INCENTIVE (CONTINUED)
2.2
LONG-TERM INCENTIVE
EXECUTIVE KMP
REMUNERATION 2
59
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Performance against: F21 STI measures
The scorecard performance outcome for F21 was 115.5% of target.
F21 performance
against the STI
scorecard was
above target.
115.5% of Target
77.0% of Max
F21 ACTUAL PERFORMANCE
Stretch
%
0
5
1
%
0
5
1
%
0
5
1
%
0
5
1
Target
Entry
s
e
l
a
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n
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%
0
%
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Sales 1
Sales from continuing and discontinued operations was $67,278 million, representing growth of 5.7%, and
two-year average growth of 7.1% 2. Sales growth in excess of Stretch was achieved in all businesses apart
from NZ Food, with sales growth as follows: Australian Food 5.6%; Endeavour Drinks 9.9%; NZ Food -0.6%
(NZD); BIG W 11.6% and Hotels 7.3%. Growth was impacted both by elevated in-home consumption in
response to COVID-19 restrictions for our Food and Drinks businesses, despite cycling the significant
growth of H2 F20, and strong trading performance. Overall performance was above Stretch for F21.
ENTRY: $63.9BN
TARGET: $64.8BN
STRETCH: $65.6BN
ACTUAL F21: $67.2BN 1
1
Sales is the revenue from the sale of goods and services, excluding other operating revenue.
2 Two-year average sales growth excludes Petrol, which was sold in 2019.
Earnings Before Interest and Tax 3
EBIT from continuing and discontinued operations before significant items was $3,663 million,
representing growth of 13.7%. Outperformance was delivered across all business units apart from New
Zealand Food, with flow-through from strong top-line achieved despite significant COVID-19 costs incurred
through the year. Overall performance was above Stretch for F21.
ENTRY: $3.25BN
TARGET: $3.32BN
STRETCH: $3.38BN
ACTUAL F21: $3.66BN
3 Significant items not included in this measure were a net gain of $59 million, including a net gain on
acquisition of a majority share of Quantium ($221 million), costs on Endeavour Group demerger and
PFD acquisition ($68 million), strategic decisions related to Supply Chain restructure ($44 million) and
Metro Food Stores impairments ($50 million).
%
5
.
7
7
Working Capital Days
Trade Working Capital improved by 1.8 days, 1.5 days ahead of budget. At a Group level, Inventory
improved by 0.7 days, Accounts Payable by 0.9 days and Accounts Receivable by 0.2 days. Overall
performance was above Stretch for F21.
ENTRY: 0.9 DAYS
TARGET: 0.5 DAYS
STRETCH: 0.1 DAYS
ACTUAL F21: (0.9) DAYS
Customer Satisfaction
Group VOC NPS was 56.1 for F21. VOC NPS results were positive through a highly volatile and challenging
year in F21. The result was driven by positive movements in Australian Food, NZ Food, Dan Murphy’s,
BWS and BIG W. Overall performance was between Entry and Target for F21.
ENTRY: 55.0
TARGET: 57.0
STRETCH: 59.0
ACTUAL F21: 56.1
Safety
The F21 performance was dominated by COVID-19 and some atypical patterns due to the impact of the
pandemic across our network. Positively, we achieved a strong improvement in reducing customer injuries
in F21, with our customer claims measure exceeding stretch. 1,891 or 63% of our total sites did not record
either a Total Recordable Injury, or a Customer injury/claim in F21. However, the Total Recordable Injury
and Hours Lost metrics did not meet their F21 entry targets. The material increase in manual activity during
the pandemic period was reflected in an increase in musculoskeletal injuries and associated recovery time.
Improvement in Customer claims
ENTRY: -2%
TARGET: -4%
STRETCH: -6%
ACTUAL F21: -7.38%
Improvement in Total Recordable (Team Member) Injuries
ENTRY: -1%
TARGET: -3%
STRETCH: -5%
ACTUAL F21: 5.18%
Improvement in Hours Lost
ENTRY: -1%
TARGET: -3%
STRETCH: -5%
ACTUAL F21: 5.34%
Our approach and rationale: Long-Term Incentive
The Group’s Long-Term Incentive (LTI) Plan is called the Woolworths Incentive Share Plan (WISP). The following information
applies to awards made under the F19, F20 and F21 plans. Intended changes for the F22 plan are set out in section 2.5.
Assessing business performance:
The LTI rewards executives subject to performance against three equally weighted
measures over a three-year performance period:
¢ Relative TSR
¢ Sales per square metre
¢ Return on Funds Employed
Relative TSR (rTSR)
Relative TSR is used as a measure in our LTI plan to align executive outcomes and
long-term shareholder value creation. The peer group is the ASX30, excluding metals
and mining companies. 50% vesting is achieved ranking at the median. 100% vesting
is achieved when our peer group ranking is at the 75th percentile or higher. Between
the median and the 75th percentile, pro-rata vesting is achieved from 50% to 100%.
Peer group ranking below the median results in zero vesting.
Sales per square metre (Sales/sqm)
Sales/sqm measures sales productivity improvements across the Food and Drinks
businesses. Efficient use of our physical network for in-store and online sales
is important to our success.
Return on Funds Employed (ROFE)
ROFE is an important measure to drive behaviours consistent with the delivery
of long-term shareholder value. ROFE improvements can be delivered through
earnings growth as well as the disciplined allocation of capital, management of assets,
and working capital which is important for a business that is building capabilities for
the future. ROFE is defined as EBIT (from continuing and discontinued operations)
before significant items for the previous 12 months as a percentage of average
(opening, mid and closing) funds employed, including significant item provisions.
The Sales/sqm and ROFE targets are published following the end of the performance
period given the commercial sensitivity of this information.
The vesting schedule for these measures, which are each one third of the total
award, is:
Entry
Target
Stretch
rTSR 1
SALES/sqm
ROFE
16.66%
n/a
33.34%
6.66%
20.00%
33.33%
6.66%
20.00%
33.33%
TOTAL
% MAX
29.98%
100%
1 Consistent with market practice, 50% of the rTSR tranche vests at the 50th percentile which is the entry
point for vesting to occur.
Assessing individual
performance:
The Board has discretion to
adjust the vesting outcome
for individuals, which may
be reduced (including
to zero) for behaviour
inconsistent with our
Ways-of-Working or
Core Values (see malus
policy on page 68). These
would be the most serious
of cases that would not
have been adequately
dealt with through normal
performance management
or consequence frameworks.
Delivering LTI Outcomes:
Executive KMP are
awarded a maximum
value of 170% of TFR as
at the beginning of the
performance period. Awards
of performance rights are
made at face value based
on the five-day Volume
Weighted Average Price
(VWAP) up to and including
1 July at the beginning of
the performance period.
Dividends that would have
been earned and reinvested
over the performance
period vest in the form of
additional shares subject to
the performance conditions.
The deferred nature of LTI
arrangements also provides
a risk management lever
to facilitate malus policy
application during the
performance period.
1
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Remuneration Report
2.2
LONG TERM INCENTIVE (CONTINUED)
Performance against: F19–21 LTI Measures
The Woolworths Incentive Share Plan (WISP) replaced the Transformation Incentive Plan (TIP) that had operated for the first
two years of the Group’s transformation. The F19–21 WISP was granted effective July 2018 with a lower level of award than TIP,
reflecting a more stabilised operating environment. We set challenging performance targets so that maximum outcomes would
only be delivered if very demanding stretch objectives were achieved.
E
C
N
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STRETCH: 75TH
R
PERCENTILE
O
F
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A
9
1
F
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7
1
F
Target
The F19–21 Award achieved
above target performance.
131.7% of Target
77.5% of Max
F19 TO F21
ACTUAL PERFORMANCE
Stretch
Stretch
Relative Total Shareholder Return
Woolworths Group’s TSR over the three-year performance period was 61.03%, ranking 4th in our
peer group, which was an 89.7th percentile performance. The demerger of Endeavour Group occurred
at the end of the three-year performance period for the F19–21 plan, and in these circumstances an
adjustment factor is applied to recognise the impact of the demerger from a share price perspective.
Performance of this metric was above Stretch.
ENTRY: 50TH
PERCENTILE
ACTUAL RESULT:
89.7TH PERCENTILE
Return on Funds Employed 1
Group ROFE for the purposes of the LTI metric for F21 was 15.4%, an increase of 150bps over the three-
year plan period. The improvement was driven by EBIT growth of 18.2% over the three-year plan period
compared to an increase in funds employed of 7.0% over the same period. Reported ROFE was 16.9%;
however, ROFE as an LTI measure was adjusted to exclude the demerger distribution liability, the impact
of the acquisition of Quantium, and Endeavour Group corporate costs. Performance of this metric was
between Entry and Target.
ENTRY: 15.1%
TARGET: 15.9%
Entry
STRETCH: 17.1%
ACTUAL RESULT:
15.4%
1 Group ROFE from continuing and discontinued operations is calculated as EBIT from continuing and
discontinued operations before significant items for the previous 12 months as a percentage of average
(opening, mid and closing) funds employed, including significant item provisions.
e
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Sales per square metre 2
Total sales/sqm was $18,294 for F21. Over each year of the plan period, an improvement in sales/sqm
has been achieved, driven in particular by strong sales growth in Australian Food and Endeavour Drinks.
Over the plan period, 5.8% CAGR sales growth and 2.1% CAGR space growth delivered a 3.6% CAGR
a
in sales/sqm 3. Performance of this metric was between Target and Stretch.
t
o
T
e
v
i
t
a
e
R
ACTUAL RESULT:
$18,294
STRETCH: $18,351
TARGET: $17,413
ENTRY: $16,855
e
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2 Sales per square metre is calculated as total Group Sales (continuing and discontinued operations)/sqm
for both continuing and discontinued operations.
3 Due to rounding and cumulative growth the sales/sqm CAGR at 3.6% is not a direct function of sales
CAGR (5.8%) less space CAGR (2.1%).
Target
Entry
n
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60
Remuneration Report
2.2
LONG TERM INCENTIVE (CONTINUED)
Performance against: F19–21 LTI Measures
The Woolworths Incentive Share Plan (WISP) replaced the Transformation Incentive Plan (TIP) that had operated for the first
two years of the Group’s transformation. The F19–21 WISP was granted effective July 2018 with a lower level of award than TIP,
reflecting a more stabilised operating environment. We set challenging performance targets so that maximum outcomes would
only be delivered if very demanding stretch objectives were achieved.
The F19–21 Award achieved
above target performance.
131.7% of Target
77.5% of Max
F19 TO F21
ACTUAL PERFORMANCE
Stretch
Relative Total Shareholder Return
Stretch
Woolworths Group’s TSR over the three-year performance period was 61.03%, ranking 4th in our
peer group, which was an 89.7th percentile performance. The demerger of Endeavour Group occurred
at the end of the three-year performance period for the F19–21 plan, and in these circumstances an
adjustment factor is applied to recognise the impact of the demerger from a share price perspective.
Performance of this metric was above Stretch.
C
ENTRY: 50TH
PERCENTILE
STRETCH: 75TH
O
PERCENTILE
ACTUAL RESULT:
89.7TH PERCENTILE
Return on Funds Employed 1
9
Target
Group ROFE for the purposes of the LTI metric for F21 was 15.4%, an increase of 150bps over the three-
year plan period. The improvement was driven by EBIT growth of 18.2% over the three-year plan period
compared to an increase in funds employed of 7.0% over the same period. Reported ROFE was 16.9%;
F
however, ROFE as an LTI measure was adjusted to exclude the demerger distribution liability, the impact
of the acquisition of Quantium, and Endeavour Group corporate costs. Performance of this metric was
between Entry and Target.
ENTRY: 15.1%
TARGET: 15.9%
Entry
STRETCH: 17.1%
ACTUAL RESULT:
15.4%
1 Group ROFE from continuing and discontinued operations is calculated as EBIT from continuing and
discontinued operations before significant items for the previous 12 months as a percentage of average
(opening, mid and closing) funds employed, including significant item provisions.
Sales per square metre 2
)
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Total sales/sqm was $18,294 for F21. Over each year of the plan period, an improvement in sales/sqm
h
j
has been achieved, driven in particular by strong sales growth in Australian Food and Endeavour Drinks.
u
a
a
-
t
Over the plan period, 5.8% CAGR sales growth and 2.1% CAGR space growth delivered a 3.6% CAGR
R
S
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in sales/sqm 3. Performance of this metric was between Target and Stretch.
o
e
(
t
l
ENTRY: $16,855
TARGET: $17,413
t
i
STRETCH: $18,351
a
S
ACTUAL RESULT:
$18,294
2 Sales per square metre is calculated as total Group Sales (continuing and discontinued operations)/sqm
for both continuing and discontinued operations.
3 Due to rounding and cumulative growth the sales/sqm CAGR at 3.6% is not a direct function of sales
CAGR (5.8%) less space CAGR (2.1%).
Target
Entry
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7
1
EXECUTIVE KMP
REMUNERATION 2
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2.3
WHAT WE PAID EXECUTIVE KMP IN F21 AND PROGRESS ON MINIMUM
SHAREHOLDING REQUIREMENTS
The following pages compare actual, target, and maximum remuneration received during F21 for the Executive KMP. Amounts include:
• Total fixed remuneration received (including base salary, superannuation, and car allowance).
• Relocation and other benefits received, including the deemed premium in respect of Director’s and Officer’s indemnity
insurance ($4,421).
• Cash STI received for business and individual performance in F21.
• Equity that vested during the year at face value for each plan.
• Equity granted in F21 and all unvested equity awards (Share Rights for DSTI and Performance Rights for LTI).
At the end of F21, the demerger of Endeavour Group (ASX:EDV) had an impact on the operation of Woolworths Group’s share
plans. Unvested share rights or performance rights did not receive Endeavour Group shares upon demerger. This reduced the
value of these rights after Woolworths share price traded lower to reflect the demerger of Endeavour.
Consistent with the Group share plan rules, and to maintain the integrity of our Group share plans so that team members were,
on balance, no better or worse off as a result of the demerger, the underlying unvested awards were adjusted by increasing the
number of share rights or performance rights by a factor of 1.1653, determined using a standard formula 1. This variation was
applied to the following plans that were on foot at the time of the demerger, and is reflected in the individual balances in the
Executive KMP tables below:
• Awards that vested in F21: F19 DSTI and F19–21 WISP.
• Awards that may vest in the future: F20 DSTI, F20–22 WISP, and F21–23 WISP.
The above variation also applies to awards retained by departed Endeavour Group team members. For these team members,
it was determined that the portion of any unvested WISP rights that related to tenure after the demerger would not be cash
settled and were forfeited.
Awards from the F19 DSTI and F19–21 WISP vested on 1 July 2021 for our Executive KMP. The disclosed value of the vested
awards uses the Woolworths Group five-day VWAP up to and including 1 July 2021. The change in share price and the
accumulated dividends that would have been earned and reinvested over the period in the form of additional shares at vesting
are contributing factors in the final value received by the Executive KMP from the respective plans.
1
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E
P
O
R
T
I
D
R
E
C
T
O
R
S
The individual tables below also show progress against the Minimum Shareholding Requirements (MSR) as at 1 July 2021
($37.6069). Further detail on the MSR requirements are included in Section 3.4.
'
Brad (4=80)
Brad Banducci CHIEF EXECUTIVE OFFICER
Term as KMP: Full Year
Actual remuneration received for F21 v Target and Maximum ($000)
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
Actual Remuneration
2,600
Target Remuneration
2,600
4
4
4
1,300
1,300
2,600
7,804
Maximum Remuneration
2,600
1,950
1,950
4,420
10,924
Brad
Progress on Minimum
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
ACTUAL
$19,075
TARGET
$5,200
Equity granted
($000)
Natalie
Unvested LTI and STI
Awards ($000)
F20 DSTI
ACTUAL
F20–22 WISP
$6,369
F21 DSTI
1,652
F21 DSTI
F21–23 WISP
TARGET
5,283
$965
F21–23 WISP
Total
6,935
Total
0
5,831
1,652
5,283
12,766
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
Stephen Donohue
Vested LTI and STI
Awards ($000)
including share price uplift
1,652
1,197
4,200
1,169
10,822
Actual Remuneration
962
611
362
1,616
437
3,992
Actual Remuneration
900
520
1,011
243
2,678
Stephen Donohue (4=31)
Stephen Harrison (2=20)
4
4
4
Stephen Harrison
Claire
Target Remuneration
962
481
481
962
2,890
Target Remuneration
900
450
450
900
2,704
Maximum Remuneration
962
722
722
1,635
4,045
Maximum Remuneration
900
675
675
1,530
3,784
4
4
4
ACTUAL
$3,809
F19 DSTI
TARGET
$962
F19–21 WISP
Total
ACTUAL
$3,805
ACTUAL
$4,151
TARGET
$900
TARGET
$1,300
1,356
5,210
6,566
LEGEND ¢ TFR ¢ Relocation and
other benefits
¢ Cash STI ¢ DSTI
(grant share price)
¢ LTI
(grant share price)
¢ Vested DSTI and LTI
(vested share price)
1 Number of rights held immediately prior to demerger x ((WOW five-day VWAP post demerger + EDV five-day VWAP post demerger)/WOW five-day
VWAP post demerger) – Number of rights held immediately prior to demerger. In this case, the WOW VWAP was $37.5475 and the EDV VWAP was $6.2068.
Natalie Davis (45=90)
Claire Peters
Actual Remuneration
714
408
366
1,791
45
151
107
2
2
2
45
45
Target Remuneration
965
483
483
965
2,940
Target Remuneration
650
650
1,300
4,040
Maximum Remuneration
965
724
724
1,641
4,099
Maximum Remuneration
1,300
975
975
2,210
5,600
Actual Remuneration
325
340
1,638
439
3,070
140
188
1,300
2
2
2
140
140
Brad (4=80)
Stephen Donohue (4=31)
Actual Remuneration
2,600
1,652
1,197
4,200
1,169
10,822
Actual Remuneration
962
611
362
1,616
437
3,992
Actual Remuneration
900
520
1,011
243
2,678
Target Remuneration
2,600
1,300
1,300
2,600
Target Remuneration
962
481
481
962
2,890
Target Remuneration
900
450
450
900
2,704
Maximum Remuneration
2,600
1,950
1,950
10,924
Maximum Remuneration
962
722
722
1,635
4,045
Maximum Remuneration
900
675
675
1,530
3,784
4
4
4
7,804
4,420
4
4
4
Stephen Harrison (2=20)
4
4
4
62
Remuneration Report
2.3
WHAT WE PAID EXECUTIVE KMP IN F21 AND PROGRESS ON MINIMUM
SHAREHOLDING REQUIREMENTS (CONTINUED)
Natalie Davis MANAGING DIRECTOR, WOOLWORTHS SUPERMARKETS
Natalie Davis (45=90)
Term as KMP: from 1 October 2020 1
Claire Peters
Actual remuneration received for F21 v Target and Maximum ($000)
Brad
Actual Remuneration
Target Remuneration
Maximum Remuneration
2
2
2
Natalie
Progress on Minimum
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
ACTUAL
$19,075
ACTUAL
$6,369
TARGET
$5,200
TARGET
$965
45
151
107
714
408
366
1,791
965
45
45
483
483
965
2,940
965
724
724
1,641
4,099
Equity granted
($000)
Stephen Donohue
Unvested LTI and STI
Awards ($000)
F20 DSTI
ACTUAL
F20–22 WISP
$3,809
F21 DSTI
544
F21 DSTI
F21–23 WISP
TARGET
1,772
$962
F21–23 WISP
Total
2,316
Total
365
1,955
544
1,772
4,636
Actual Remuneration
325
340
1,638
439
3,070
Target Remuneration
650
650
1,300
4,040
140
188
1,300
2
2
2
140
140
Maximum Remuneration
1,300
975
975
2,210
5,600
Stephen Harrison
Vested LTI and STI
Awards ($000)
including share price uplift
Claire
ACTUAL
$3,805
F19 DSTI
TARGET
$900
F19–21 WISP
Total
ACTUAL
$4,151
TARGET
$1,300
455
1,817
2,272
Brad (4=80)
Stephen Donohue (4=31)
Stephen Donohue MANAGING DIRECTOR, ENDEAVOUR DRINKS
Term as KMP: Full Year
Stephen Harrison (2=20)
Maximum Remuneration
2,600
1,950
1,950
10,924
Maximum Remuneration
962
722
722
1,635
4,045
Maximum Remuneration
900
675
675
1,530
3,784
Actual remuneration received for F21 v Target and Maximum ($000)
Actual Remuneration
962
Target Remuneration
962
4
4
4
611
362
1,616
437
3,992
481
481
962
2,890
Actual Remuneration
900
520
1,011
243
2,678
Target Remuneration
900
450
450
900
2,704
4
4
4
1 Ms Davis was an Executive KMP for nine months of F21 after commencing in the Managing Director, Woolworths Supermarkets role on 1 October 2020.
2 Actual Remuneration is prorated to report the proportion of each component of remuneration that can be attributed to the period as Executive KMP. For TFR and
Cash STI that is nine out of 12 months, for DSTI that is nine out of 24 months, and for LTI that is nine out of 36 months. Target and Maximum Remuneration represent
full year remuneration package settings.
Actual Remuneration
2,600
1,652
1,197
4,200
1,169
10,822
Target Remuneration
2,600
1,300
1,300
2,600
7,804
4,420
4
4
4
Brad
Natalie
ACTUAL
$19,075
ACTUAL
$6,369
ACTUAL
$3,809
TARGET
$5,200
TARGET
$965
TARGET
$962
Stephen DonohueEquity granted
($000)
Stephen Harrison
Unvested LTI and STI
Awards ($000)
Progress on Minimum
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
F20 DSTI
ACTUAL
F20–22 WISP
$3,805
F21 DSTI
611
F21 DSTI
F21–23 WISP 1
TARGET
1,769
$900
F21–23 WISP 1
Total
2,380
Total
402
1,433
611
646
3,092
Claire
Vested LTI and STI
Awards ($000)
including share price uplift
ACTUAL
$4,151
F19 DSTI
TARGET
$1,300
F19–21 WISP
Total
410
2,005
2,415
1 66.94% of Mr Donohue’s F21–23 WISP award would not be cash settled and was forfeited upon his departure from the Woolworths Group as a result of the
Endeavour Group demerger. The initial award was $1.769 million, and the value remaining unvested after the adjustment was $0.646 million.
LEGEND ¢ TFR ¢ Relocation and
other benefits
¢ Cash STI ¢ DSTI
(grant share price)
¢ LTI
(grant share price)
¢ Vested DSTI and LTI
(vested share price)
Natalie Davis (45=90)
Claire Peters
Actual Remuneration
714
408
366
1,791
45
151
107
2
2
2
45
45
Target Remuneration
965
483
483
965
2,940
Target Remuneration
650
650
1,300
4,040
Maximum Remuneration
965
724
724
1,641
4,099
Maximum Remuneration
1,300
975
975
2,210
5,600
Actual Remuneration
325
340
1,638
439
3,070
140
188
1,300
2
2
2
140
140
Brad (4=80)
Stephen Donohue (4=31)
Stephen Harrison (2=20)
Actual Remuneration
2,600
1,652
1,197
4,200
1,169
10,822
Actual Remuneration
962
611
362
1,616
437
3,992
Actual Remuneration
900
520
1,011
243
2,678
Target Remuneration
2,600
1,300
1,300
2,600
Target Remuneration
962
481
481
962
2,890
Target Remuneration
900
450
450
900
2,704
Maximum Remuneration
2,600
1,950
1,950
10,924
Maximum Remuneration
962
722
722
1,635
4,045
Maximum Remuneration
900
675
675
1,530
3,784
4
4
4
7,804
4,420
4
4
4
62
Remuneration Report
Brad (4=80)
Stephen Donohue (4=31)
2.3
WHAT WE PAID EXECUTIVE KMP IN F21 AND PROGRESS ON MINIMUM
SHAREHOLDING REQUIREMENTS (CONTINUED)
2.3
WHAT WE PAID EXECUTIVE KMP IN F21 AND PROGRESS ON MINIMUM
SHAREHOLDING REQUIREMENTS (CONTINUED)
EXECUTIVE KMP
REMUNERATION 2
63
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Stephen Harrison (2=20)
Stephen Harrison (2=20)
962
Stephen Harrison CHIEF FINANCIAL OFFICER
Actual Remuneration
Claire Peters
Target Remuneration
962
481
611
4
481
4
962
2,890
Term as KMP: Full Year
362
1,616
437
3,992
Actual Remuneration
900
520
1,011
243
2,678
4
4
4
4
4
4
Target Remuneration
900
450
450
900
2,704
Maximum Remuneration
900
675
675
1,530
3,784
Actual Remuneration
2,600
1,652
1,197
4,200
1,169
10,822
4
4
4
7,804
4,420
Target Remuneration
2,600
1,300
1,300
2,600
Target Remuneration
Target Remuneration
962
965
481
483
481
483
962
965
2,890
2,940
Maximum Remuneration
2,600
1,950
1,950
10,924
Maximum Remuneration
Maximum Remuneration
962
965
722
724
722
724
1,635
1,641
4,045
4,099
Actual Remuneration
Actual Remuneration
Target Remuneration
Target Remuneration
Maximum Remuneration
Maximum Remuneration
140
4
325
900
340
520
188
4
1,300
450
900
4
1,300
675
900
2
2
2
1,011
1,638
243
2,678
439
3,070
650
900
650
2,704
1,300
4,040
140
450
140
675
975
975
1,530
3,784
2,210
5,600
Actual remuneration received for F21 v Target and Maximum ($000)
4
Maximum Remuneration
1,635
962
722
722
4,045
Brad
Brad
Equity granted
Stephen Donohue
Natalie
Unvested LTI and STI
Natalie
Progress on Minimum
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
Stephen Harrison
Vested LTI and STI
Awards ($000)
including share price uplift
Stephen Donohue
Claire
Stephen Harrison
Progress on Minimum
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
ACTUAL
$19,075
ACTUAL
$6,369
ACTUAL
$19,075
ACTUAL
$6,369
ACTUAL
$3,805
ACTUAL
$3,809
ACTUAL
$4,151
ACTUAL
$3,805
TARGET
$5,200
TARGET
$965
TARGET
$962
TARGET
$1,300
TARGET
$900
Equity granted
($000)
Claire
Unvested LTI and STI
Awards ($000)
F20 DSTI
ACTUAL
F20–22 WISP
$4,151
F21 DSTI
520
F21 DSTI
F21–23 WISP
1,829
TARGET
$1,300
F21–23 WISP
Total
2,349
Total
345
2,018
520
1,829
4,712
Vested LTI and STI
Awards ($000)
including share price uplift
F19 DSTI
F19–21 WISP
Total
0
1,254
1,254
Brad (4=80)
Actual Remuneration
2,600
1,652
1,197
Stephen Donohue (4=31)
Natalie Davis MANAGING DIRECTOR, WOOLWORTHS SUPERMARKETS
Natalie Davis (45=90)
4
Target Remuneration
2,600
1,300
1,300
2,600
4,200
1,169
10,822
Term as KMP: from 1 October 2020 1
Actual remuneration received for F21 v Target and Maximum ($000)
4
Maximum Remuneration
2,600
1,950
1,950
10,924
Actual Remuneration
Actual Remuneration
962
714
408
611
366
362
1,791
1,616
437
3,992
45
4
151
107
7,804
4,420
4
4
45
4
45
($000)
2
2
2
Awards ($000)
F20 DSTI
$3,809
F20–22 WISP
ACTUAL
F21 DSTI
365
1,955
544
$965
1,772
4,636
TARGET
$5,200
TARGET
$962
F21–23 WISP
TARGET
F21–23 WISP
F21 DSTI
Total
544
1,772
2,316
Total
F19 DSTI
TARGET
$900
F19–21 WISP
Total
455
1,817
2,272
1 Ms Davis was an Executive KMP for nine months of F21 after commencing in the Managing Director, Woolworths Supermarkets role on 1 October 2020.
2 Actual Remuneration is prorated to report the proportion of each component of remuneration that can be attributed to the period as Executive KMP. For TFR and
Cash STI that is nine out of 12 months, for DSTI that is nine out of 24 months, and for LTI that is nine out of 36 months. Target and Maximum Remuneration represent
full year remuneration package settings.
Natalie Davis (45=90)
Stephen Donohue (4=31)
Stephen Donohue MANAGING DIRECTOR, ENDEAVOUR DRINKS
107
151
45
Actual Remuneration
714
408
366
1,791
Claire Peters
Actual remuneration received for F21 v Target and Maximum ($000)
45
Target Remuneration
965
483
483
965
Actual Remuneration
Maximum Remuneration
962
45
611
724
362
724
2,940
1,616
1,641
437
3,992
4,099
2
2
2
2
2
2
4
4
965
140
188
Natalie
140
4
140
Actual Remuneration
2,600
1,652
1,197
4,200
1,169
10,822
Brad (4=80)
Natalie Davis (45=90)
4
45
151
4
107
45
4
45
2
2
2
Maximum Remuneration
965
724
724
1,641
4,099
Brad
Natalie
Maximum Remuneration
Progress on Minimum
Stephen DonohueEquity granted
1,300
975
975
Stephen Harrison
2,210
Unvested LTI and STI
5,600
Claire
ACTUAL
$19,075
ACTUAL
$6,369
ACTUAL
$3,809
ACTUAL
$3,805
TARGET
$5,200
TARGET
$965
TARGET
$962
ACTUAL
$19,075
Shareholding
Requirement (MSR)
TARGET
$5,200
as at 1 July 2021 ($000)
TARGET
$965
Vested LTI and STI
Awards ($000)
including share price uplift
F20 DSTI
TARGET
F20–22 WISP
F21 DSTI
F21–23 WISP 1
Total
402
$962
1,433
611
646
3,092
ACTUAL
$4,151
F19 DSTI
TARGET
$1,300
F19–21 WISP
Total
410
2,005
2,415
F21 DSTI
F21–23 WISP 1
Total
611
1,769
2,380
TARGET
$900
Natalie Davis (45=90)
Claire Peters
Actual Remuneration
714
408
366
1,791
45
151
107
2
2
2
45
45
Target Remuneration
965
483
483
965
2,940
Target Remuneration
650
650
1,300
4,040
Maximum Remuneration
965
724
724
1,641
4,099
Maximum Remuneration
1,300
975
975
2,210
5,600
Actual Remuneration
325
340
1,638
439
3,070
140
188
1,300
2
2
2
140
140
Actual Remuneration
Target Remuneration
714
2,600
408
366
1,300
1,791
1,300
2,600
7,804
Actual Remuneration
Target Remuneration
325
962
340
481
1,638
481
962
439
2,890
3,070
Maximum Remuneration
Target Remuneration
965
2,600
483
483
1,950
965
1,950
2,940
4,420
10,924
Maximum Remuneration
Target Remuneration
1,300
962
722
650
722
650
1,300
1,635
4,040
4,045
Brad
Stephen Donohue
Stephen Harrison
Actual Remuneration
2
Maximum Remuneration
Target Remuneration
Claire
Progress on Minimum
Maximum Remuneration
Shareholding
Requirement (MSR)
as at 1 July 2021 ($000)
Claire Peters
Claire Peters MANAGING DIRECTOR, WOOLWORTHS SUPERMARKETS
Term as KMP: until 30 September 2020 1
'
Actual remuneration received for F21 v Target and Maximum ($000)
Stephen Harrison (2=20)
Term as KMP: Full Year
Actual Remuneration
Target Remuneration
2
2
140
325
340
1,638
439
3,070
188
1,300
900
1,300
4
4
140
650
650
1,300
4,040
140
520
1,011
243
2,678
975
975
2,210
5,600
900
450
450
900
2,704
4
900
Equity granted
675
($000)
675
1,530
Unvested LTI and STI
3,784
Awards ($000)
F20 DSTI
F20–22 WISP
F21 DSTI
F21–23 WISP
Total
544
2,915
751
2,642
6,852
Vested LTI and STI
Awards ($000)
including share price uplift
F19 DSTI
F19–21 WISP
Total
616
2,709
3,325
ACTUAL
($000)
$6,369
Awards ($000)
ACTUAL
$3,809
ACTUAL
$3,805
ACTUAL
$4,151
TARGET
$900
TARGET
$1,300
F21 DSTI
F21–23 WISP
Total
751
2,642
3,393
1 66.94% of Mr Donohue’s F21–23 WISP award would not be cash settled and was forfeited upon his departure from the Woolworths Group as a result of the
Endeavour Group demerger. The initial award was $1.769 million, and the value remaining unvested after the adjustment was $0.646 million.
1 Ms Peters was an Executive KMP for three months of F21 while in the role of Managing Director, Woolworths Supermarkets, which she performed until
30 September 2020.
2 Actual Remuneration is prorated to report the proportion of each component of remuneration that can be attributed to the period as Executive KMP. For TFR and
Cash STI that is three out of 12 months, for DSTI that is 15 out of 24 months, and for LTI that is 27 out of 36 months. Target and Maximum Remuneration represent
full year remuneration package settings.
LEGEND ¢ TFR ¢ Relocation and
other benefits
¢ Cash STI ¢ DSTI
(grant share price)
(grant share price)
¢ LTI
¢ Vested DSTI and LTI
(vested share price)
LEGEND ¢ TFR ¢ Relocation and
other benefits
¢ Cash STI ¢ DSTI
(grant share price)
¢ LTI
(grant share price)
¢ Vested DSTI and LTI
(vested share price)
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
64
Remuneration Report
2.4
TERMS OF EXECUTIVE KMP SERVICE AGREEMENTS
All Executive KMP are employed on service agreements that detail the components of remuneration paid but do not prescribe
how remuneration levels are to be modified from year to year. The agreements do not provide for a fixed term, although the
service agreements may be terminated on specified notice. The notice period is 12 months for the CEO and six months for all
other Executive KMP. Below is a summary of the termination provisions for Executive KMP.
Termination by Company
Termination by Executive KMP
Where the notice period is worked:
Where the notice period is worked:
• Total fixed remuneration is paid in respect of and for
• Total fixed remuneration is paid in respect of and for
the duration of the notice period.
the duration of the notice period.
Where the notice period is paid in lieu:
Where the notice period is paid in lieu:
• Total fixed remuneration in respect of the notice period
• Total fixed remuneration in respect of the notice period
(and, if appropriate, a reasonable estimate of STI) is paid
as a lump sum.
is paid as a lump sum.
In both circumstances:
In both circumstances:
• The extent to which STI, DSTI and LTI arrangements
remain in place will be treated in accordance with the
relevant rules for the award, including any exercise
of discretion by the Board. Refer to Section 3.3 for
further details.
If termination is for cause:
• Only accrued leave and unpaid total fixed remuneration
for days worked is paid.
• STI, DSTI and LTI are forfeited.
• The extent to which STI is payable will be treated
in accordance with the relevant rules for the award,
including any exercise of discretion by the Board.
• Unvested DSTI and LTI are treated in accordance with
the relevant rules for the award and at the discretion
of the Board. Refer to Section 3.3 for further detail.
In addition, and upon further payment (where required),
the Company may invoke a restraint period of up to
12 months following separation, preventing Executive KMP
from engaging in any business activity with competitors.
2.5
REMUNERATION FRAMEWORK CHANGES FOR F22
In F21, the People Committee commissioned PwC to undertake a comprehensive independent review of the Group’s current
remuneration framework. The purpose of the review was to confirm that the remuneration framework remains fit for purpose,
recognising Woolworths Group’s significant growth in recent years, an evolving business, with changing company portfolio
strategy, and operating amidst changing external stakeholder expectations of remuneration for large ASX listed companies.
The review confirmed that the current remuneration framework is fit for purpose, demonstrating a strong link between pay and
performance, and is relatively aligned to the broader Australian market and as such, the Board determined that no significant
change was required. However, the progress of the Group’s transformation over F21 led the Board to introduce a number
of changes to strengthen alignment of the performance measures with the Group’s strategic objectives.
These changes are outlined on the following page.
2.4
TERMS OF EXECUTIVE KMP SERVICE AGREEMENTS
2.5
REMUNERATION FRAMEWORK CHANGES FOR F22 (CONTINUED)
EXECUTIVE KMP
REMUNERATION 2
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All Executive KMP are employed on service agreements that detail the components of remuneration paid but do not prescribe
how remuneration levels are to be modified from year to year. The agreements do not provide for a fixed term, although the
service agreements may be terminated on specified notice. The notice period is 12 months for the CEO and six months for all
other Executive KMP. Below is a summary of the termination provisions for Executive KMP.
Termination by Company
Termination by Executive KMP
Where the notice period is worked:
Where the notice period is worked:
• Total fixed remuneration is paid in respect of and for
• Total fixed remuneration is paid in respect of and for
the duration of the notice period.
the duration of the notice period.
Where the notice period is paid in lieu:
Where the notice period is paid in lieu:
• Total fixed remuneration in respect of the notice period
• Total fixed remuneration in respect of the notice period
(and, if appropriate, a reasonable estimate of STI) is paid
is paid as a lump sum.
as a lump sum.
In both circumstances:
In both circumstances:
• The extent to which STI is payable will be treated
relevant rules for the award, including any exercise
of discretion by the Board. Refer to Section 3.3 for
further details.
If termination is for cause:
for days worked is paid.
• STI, DSTI and LTI are forfeited.
• Unvested DSTI and LTI are treated in accordance with
the relevant rules for the award and at the discretion
of the Board. Refer to Section 3.3 for further detail.
In addition, and upon further payment (where required),
12 months following separation, preventing Executive KMP
from engaging in any business activity with competitors.
• Only accrued leave and unpaid total fixed remuneration
the Company may invoke a restraint period of up to
2.5
REMUNERATION FRAMEWORK CHANGES FOR F22
In F21, the People Committee commissioned PwC to undertake a comprehensive independent review of the Group’s current
remuneration framework. The purpose of the review was to confirm that the remuneration framework remains fit for purpose,
recognising Woolworths Group’s significant growth in recent years, an evolving business, with changing company portfolio
strategy, and operating amidst changing external stakeholder expectations of remuneration for large ASX listed companies.
The review confirmed that the current remuneration framework is fit for purpose, demonstrating a strong link between pay and
performance, and is relatively aligned to the broader Australian market and as such, the Board determined that no significant
change was required. However, the progress of the Group’s transformation over F21 led the Board to introduce a number
of changes to strengthen alignment of the performance measures with the Group’s strategic objectives.
These changes are outlined on the following page.
The following table outlines the changes for F22 to the remuneration framework:
F21 COMPONENT
CHANGES EFFECTIVE 1 JULY 2021 (F22)
RATIONALE
Short-Term Incentive
Adjustment to Safety Performance Measure (20% weighting)
Safety performance is measured using
three equally weighted measures, which
includes improvement in: (i) customer
claims; (ii) total recordable (team
member) injuries; and (iii) hours lost.
Safety performance will be measured
by the Severity Rate, which is a blended
measure that includes all team and
customer injuries/illnesses (first aid
through to lost time injuries, both physical
and psychological) and those events with
a high potential severity (potential to cause
a fatality). The higher the severity of an
incident (actual or potential), the higher
its severity score. The total of all severity
scores is then divided by the event count
to determine the Severity Rate.
The safety of our team and customers
is very important to us, so we have
broadened our existing measure. The
new measure will ensure that the most
serious incidents will have the biggest
impact on the outcomes for the safety
measure. Including a broader range of
safety incidents will help us monitor
more complex and emerging risks to the
wellbeing of our team and customers.
• The extent to which STI, DSTI and LTI arrangements
in accordance with the relevant rules for the award,
remain in place will be treated in accordance with the
including any exercise of discretion by the Board.
Long-Term Incentive
Removal of Sales/sqm performance measure and introduction of Reputation performance measure (20% weighting – see below)
Efficient use of our physical network
for in-store and online Food sales
in Australia and New Zealand.
Reputation, using the RepTrak measure,
and calculated as the average of the
previous 12 months rolling 12-month
scores in the final year of the plan vs.
the baseline. This measures brand
reputation across four key metrics; trust,
admiration, positive feeling, and esteem.
Weighting of performance measures
rTSR – 33.34%
ROFE – 33.33%
Sales/sqm – 33.33%
rTSR – 40%
ROFE – 40%
Reputation – 20%
Vesting schedule
rTSR
SALES/
sqm
ROFE
TOTAL
% MAX
rTSR
ROFE REPUTATION
Entry
Target
16.66% 6.66% 6.66% 29.98%
Entry
20% 8%
n/a 20.00% 20.00%
Target
n/a
24%
Stretch 33.34% 33.33% 33.33% 100%
Stretch 40% 40%
4%
12%
20%
TOTAL
% MAX
32%
100%
Reputation plays a key role in the extent
to which customers choose to engage
with Woolworths Group, and has a
high correlation to sales. It represents
delivery against our purpose (internally),
commitments (externally) and evolving
expectations of our customers. It also
takes into account our relationship
with our team, suppliers, and other
key stakeholders. Including this measure
in the LTI will keep these matters in sharp
focus as we seek to deliver our strategy.
While Sales/sqm remains a key internal
metric in driving strong performance
outcomes, it is becoming less relevant
as a Group performance measure as
eCommerce continues to grow and the
Group builds its ecosystem, which includes
businesses where the key value drivers are
different to traditional retail businesses.
A focus on sales and retail productively will
continue through sales and EBIT in the STI
and ROFE in the LTI.
Introducing a non-financial measure
of Reputation in the LTI reinforces an
important long-term driver of success.
However, until it is more embedded in the
Group, the majority of LTI measures (80%)
remain weighted to financial performance.
The change in weighting of the LTI
components results in an accompanying
change in the LTI vesting schedule.
The CEO’s F22–24 WISP grant reflects these changes, and will be put to shareholders at the 2021 AGM.
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3 GOVERNANCE
3.1
ROLE OF THE BOARD
The Board reviews, challenges, applies judgement and, as appropriate, approves the PC’s recommendations relating to the
remuneration of Executive KMP and of Non-executive Directors and the policies and frameworks that govern both.
When reviewing performance and determining incentive outcomes, the Board starts from the presumption that performance
outcomes that determine incentive awards should align with market-reported outcomes, management activity and
shareholder outcomes. To achieve this alignment, the Board retains discretion over final performance and incentive outcomes,
and recognises that there are cases where adjustments should be made. The Board considers PC recommendations and
consequences of risk-related matters, including whether malus should be applied in the process of finalising incentive and
reward outcomes. In determining reward outcomes, the Board will also pay specific attention to items that are:
• Outside of the control of management.
• The result of portfolio/strategy changes implemented but not envisaged in the original performance targets.
• Due to significant change in asset valuations outside the normal course of business.
• Significant risk management and compliance matters.
3.2
ROLE OF THE PEOPLE COMMITTEE (PC)
The PC operates under its own Charter and reports to the Board. The role of the PC is to provide advice and assistance to the
Board in relation to people management and remuneration policies, so that remuneration outcomes for senior executives are
appropriate and aligned to company performance and shareholder expectations.
The PC reviews the CEO’s proposal for performance and incentive outcomes with a risk lens. This incorporates advice from the
CRO, CLO, CPO, and Head of Internal Audit, as well as consultation with Committee Chairs and all Directors to help inform its
recommendations to the Board on the consequence of risk-related matters on variable remuneration of the CEO and his direct
reports, and overall Group STI and LTI outcomes.
A copy of the PC Charter is available on the company’s website: www.woolworthsgroup.com.au
The chair of the Board and the chair of the PC regularly engage with external stakeholders on remuneration arrangements.
Independent Remuneration Advisors
Where appropriate, the Board and the PC consult external remuneration advisors. When such external remuneration advisors
are selected, the Board considers potential conflicts of interest. Advisors’ terms of engagement regulate their access to,
and (where required) set out their independence from, members of Woolworths Group management.
The requirement for external remuneration advisor services is assessed annually in the context of matters the PC needs
to address. External advice is used as a guide, and does not serve as a substitute for Directors’ thorough consideration of the
relevant matters.
The Board and PC engaged PwC as its independent Remuneration Advisor. While Woolworths seeks regular input from PwC,
no remuneration recommendations, as defined by the Corporations Act 2001 (Cth), were made by our remuneration advisors.
GOVERNANCE 3
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TREATMENT OF UNVESTED EQUITY AWARDS UPON EXIT
For the DSTI and LTI plans, the Board has overriding discretion over the treatment of awards when an executive ceases
employment. At the 2020 AGM, shareholders again approved providing the Board with discretion to determine how unvested
share rights awards will be treated when an executive ceases employment.
The approach the Board would expect to take when exercising this discretion is:
REASON FOR LEAVING
DEFERRED STI
UNVESTED LTI
Genuine retirement
Death, illness and incapacity
Remain on foot until the end
of the deferral period and vest
at that time
Termination for cause/gross misconduct/
poor performance
Resignation
Award forfeited
Award forfeited
Award pro-rated for portion
of the performance period
participant has worked and
remains ‘on foot’ until the end
of the performance period
Award forfeited
Award forfeited
Mutual separation, redundancy, or other
reasons as determined by Board
The Board will determine the appropriate treatment in the circumstances
on a case by case basis
In cases of resignation, the Board will consider the circumstances surrounding each case to allow for the appropriate
treatment. For instance, where the executive is not resigning to join a direct competitor and all reasonable steps have been
taken to continue to support the success of the business through to their final date of employment, the Board may consider
it appropriate to allow some incentive awards to remain on foot.
In any case, where an award remains on foot post employment, the Board retains absolute discretion under the various plan
rules as to the final vesting outcome. The Board will continue to monitor the executive post employment and if they do not
meet their post-employment obligations, the Board may lapse any remaining awards. For example, in cases where:
• The executive resigns to join a competitor organisation, or in the Board’s opinion the executive does not support the
business to their final day of employment, any unvested DSTI and LTI will generally lapse.
• The executive retires from Woolworths, but then at a later date (and prior to vesting of awards) undertakes actions
inconsistent with retirement, it may result in the Board reconsidering the treatment of any unvested awards.
The chair of the Board and the chair of the PC regularly engage with external stakeholders on remuneration arrangements.
The Board will disclose any exercise of discretion in relation to Executive KMP in the Remuneration Report.
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3 GOVERNANCE
3.1
ROLE OF THE BOARD
The Board reviews, challenges, applies judgement and, as appropriate, approves the PC’s recommendations relating to the
remuneration of Executive KMP and of Non-executive Directors and the policies and frameworks that govern both.
When reviewing performance and determining incentive outcomes, the Board starts from the presumption that performance
outcomes that determine incentive awards should align with market-reported outcomes, management activity and
shareholder outcomes. To achieve this alignment, the Board retains discretion over final performance and incentive outcomes,
and recognises that there are cases where adjustments should be made. The Board considers PC recommendations and
consequences of risk-related matters, including whether malus should be applied in the process of finalising incentive and
reward outcomes. In determining reward outcomes, the Board will also pay specific attention to items that are:
• Outside of the control of management.
• The result of portfolio/strategy changes implemented but not envisaged in the original performance targets.
• Due to significant change in asset valuations outside the normal course of business.
• Significant risk management and compliance matters.
3.2
ROLE OF THE PEOPLE COMMITTEE (PC)
The PC operates under its own Charter and reports to the Board. The role of the PC is to provide advice and assistance to the
Board in relation to people management and remuneration policies, so that remuneration outcomes for senior executives are
appropriate and aligned to company performance and shareholder expectations.
The PC reviews the CEO’s proposal for performance and incentive outcomes with a risk lens. This incorporates advice from the
CRO, CLO, CPO, and Head of Internal Audit, as well as consultation with Committee Chairs and all Directors to help inform its
recommendations to the Board on the consequence of risk-related matters on variable remuneration of the CEO and his direct
reports, and overall Group STI and LTI outcomes.
A copy of the PC Charter is available on the company’s website: www.woolworthsgroup.com.au
Independent Remuneration Advisors
Where appropriate, the Board and the PC consult external remuneration advisors. When such external remuneration advisors
are selected, the Board considers potential conflicts of interest. Advisors’ terms of engagement regulate their access to,
and (where required) set out their independence from, members of Woolworths Group management.
The requirement for external remuneration advisor services is assessed annually in the context of matters the PC needs
to address. External advice is used as a guide, and does not serve as a substitute for Directors’ thorough consideration of the
relevant matters.
The Board and PC engaged PwC as its independent Remuneration Advisor. While Woolworths seeks regular input from PwC,
no remuneration recommendations, as defined by the Corporations Act 2001 (Cth), were made by our remuneration advisors.
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3.4
OTHER GOVERNANCE REQUIREMENTS
Hedging
policy
Malus policy
Minimum
shareholding
requirements
(MSR)
Dividends
Blackout
Periods
Under the Securities Trading policy, senior executives and other specified team members (Specified
Persons) may not enter into any derivative (including hedging) transaction that will protect the value
of either unvested securities or vested securities that are subject to a disposal restriction, issued as part
of our share plans. Compliance with the policy is a condition of participation in the plans.
The Executive KMP STI and LTI arrangements are subject to malus provisions that enable the Board
to adjust unpaid and/or unvested awards (including to reduce to zero) where it is appropriate to do so.
The Board may determine that any unpaid cash STI or unvested DSTI or LTI awards will be forfeited
in the event of wilful misconduct, dishonesty or severe breach of our Code of Conduct by the executive.
The Board may also adjust these awards in cases of unexpected or unforeseen events impacting
performance outcomes, performance with regard to non-financial risk, an outcome which would
cause significant reputational damage to the Woolworths Group brand, or a broader assessment
of performance indicating there should be an adjustment.
• CEO: 200% of TFR.
• Other Executive KMP: 100% of TFR.
• Compliance is required within four years of appointment for the CEO and within five years for
other Executive KMP. No shares may be sold until the MSR is reached.
• MSR includes the aggregate value of current shareholdings and unvested DSTI awards for
Executive KMP.
Shares equivalent to the value of dividends that would have been earned and reinvested over the
performance period are provided at the time of vesting. No dividend equivalent shares will be provided
on awards (or portions thereof) that do not vest.
Under the Securities Trading Policy, Specified Persons and their closely related parties must not
deal in Woolworths Group Securities during a Blackout Period. Blackout Periods operate in the lead
up to certain key announcements, namely:
• Quarter 1 sales results and Woolworths Annual General Meeting.
• Quarter 3 sales results.
• Half and Full Year results.
The Chairman, on recommendation of the Chief Legal Officer and Company Secretary, may vary
or impose a restriction during other periods where deemed appropriate. Woolworths Group team
members, including Specified Persons and their closely related parties, must also not deal in securities
if they possess inside information, whether or not a Blackout Period applies to them.
3.4
OTHER GOVERNANCE REQUIREMENTS
4 NON-EXECUTIVE DIRECTORS’ ARRANGEMENTS
DIRECTORS’ ARRANGEMENTS 4
NON-EXECUTIVE
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4.1
NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY AND STRUCTURE
Non-executive Director fees are paid from an aggregate annual fee pool of $4,000,000, as approved by shareholders
at the AGM on 18 November 2010. Total Board and Committee fees paid during F21 were $3,208,114 (refer to Section 5.1
for individual details).
Non-executive Directors do not receive variable pay and no directors’ fees are paid to Executive Directors.
The table below provides a summary of F21 Board and Committee fees:
BOARD AND COMMITTEE FEES ($) 1
Woolworths Group Board
Audit and Finance Committee 2
People Committee 3
Risk Committee 4
Sustainability Committee
Nomination Committee
1 There are no changes to Board and Committee fees for F22.
2 Formerly the Audit, Risk and Compliance Committee.
3 Formerly the People Performance Committee.
4 The Risk Committee was established on 1 May 2021.
CHAIR
MEMBER
F21 FEE
INCL. SUPER
F21 FEE
INCL. SUPER
$790,531
$65,000
$65,000
$65,000
$65,000
Nil
$254,990
$32,500
$32,500
$32,500
$32,500
Nil
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NON-EXECUTIVE DIRECTORS’ MINIMUM SHAREHOLDING REQUIREMENT
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Hedging
policy
Under the Securities Trading policy, senior executives and other specified team members (Specified
Persons) may not enter into any derivative (including hedging) transaction that will protect the value
of either unvested securities or vested securities that are subject to a disposal restriction, issued as part
of our share plans. Compliance with the policy is a condition of participation in the plans.
Malus policy
The Executive KMP STI and LTI arrangements are subject to malus provisions that enable the Board
to adjust unpaid and/or unvested awards (including to reduce to zero) where it is appropriate to do so.
The Board may determine that any unpaid cash STI or unvested DSTI or LTI awards will be forfeited
in the event of wilful misconduct, dishonesty or severe breach of our Code of Conduct by the executive.
The Board may also adjust these awards in cases of unexpected or unforeseen events impacting
performance outcomes, performance with regard to non-financial risk, an outcome which would
cause significant reputational damage to the Woolworths Group brand, or a broader assessment
of performance indicating there should be an adjustment.
Minimum
shareholding
requirements
(MSR)
• CEO: 200% of TFR.
• Other Executive KMP: 100% of TFR.
• Compliance is required within four years of appointment for the CEO and within five years for
other Executive KMP. No shares may be sold until the MSR is reached.
• MSR includes the aggregate value of current shareholdings and unvested DSTI awards for
Executive KMP.
Dividends
Shares equivalent to the value of dividends that would have been earned and reinvested over the
performance period are provided at the time of vesting. No dividend equivalent shares will be provided
on awards (or portions thereof) that do not vest.
Blackout
Periods
Under the Securities Trading Policy, Specified Persons and their closely related parties must not
deal in Woolworths Group Securities during a Blackout Period. Blackout Periods operate in the lead
up to certain key announcements, namely:
• Quarter 1 sales results and Woolworths Annual General Meeting.
• Quarter 3 sales results.
• Half and Full Year results.
The Chairman, on recommendation of the Chief Legal Officer and Company Secretary, may vary
or impose a restriction during other periods where deemed appropriate. Woolworths Group team
members, including Specified Persons and their closely related parties, must also not deal in securities
if they possess inside information, whether or not a Blackout Period applies to them.
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Non-executive Directors are required to hold a minimum number of shares for alignment with other shareholders. The minimum
shareholding requirement is:
• Chair – 200% of the annual Chair fee by 1 July 2022.
• Other Non-executive Directors – 100% of the annual base fee within three years of appointment.
The shares or share instruments may be held personally, by a close family member, within a self-managed superannuation fund,
or by a family trust or private company.
As of the financial year end, all Non-executive Directors hold, or are on track to achieve, the minimum shareholding
requirement. Details of the current shareholdings for Non-executive Directors as at 27 June 2021 are provided in Section 5.3.
4.3
NON-EXECUTIVE DIRECTORS’ EQUITY PLAN
The Non-executive Director equity plan (the plan) was introduced to encourage and facilitate share ownership. The plan
provides a pre-set automated mechanism for participants to acquire shares, recognising that Non-executive Directors can often
be limited in their ability to purchase shares because of Australian insider trading laws. Non-executive Director share rights are
allocated quarterly at the same time as the underlying shares are issued to the plan’s trustee. For Australian-based directors,
these rights convert into ordinary shares each half year; and for US-based directors, these rights convert into shares at the end
of the director’s tenure or other prescribed events (with additional shares equivalent to the dividends that would have been
earned and reinvested on those rights), subject to compliance with the Securities Trading policy.
The plan supports the minimum shareholding requirement for Board members as it allows Non-executive Directors to reach
the minimum shareholding requirements more quickly, as shares are acquired on a pre-tax basis. Details of the share rights
allocated to Non-executive Directors are set out in Section 5.2.
The Group will be seeking shareholder approval to continue this plan for a further three years at the 2021 AGM.
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5 KMP STATUTORY DISCLOSURES
5.1
KMP REMUNERATION
The table below sets out the remuneration of Non-executive Directors of Woolworths Group Limited. Amounts represent the
payments relating to the period during which the individuals were KMP.
SHORT-TERM BENEFITS
DIRECTOR FEES
$
FEES SACRIFICED
UNDER NEDP 1
$
NON-MONETARY
AND OTHER
BENEFITS 2
$
ADJUSTMENT
DUE TO THE
IMPACT OF
DEMERGER 3
$
POST
EMPLOYMENT
BENEFITS 4
$
678,837
511,423
192,964
102,595
186,738
253,740
263,532
255,970
265,096
330,817
304,238
352,424
360,947
319,990
359,990
221,657
203,031
89,985
100,003
–
37,480
150,002
49,981
24,987
63,981
66,398
–
–
–
–
–
–
119,963
120,009
4,421
2,698
2,575
1,700
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
7,429
–
–
–
–
13,207
–
5,076
–
–
–
–
–
–
–
9,905
–
21,694
21,003
12,655
–
15,752
–
–
21,694
21,003
5,424
15,752
5,424
10,501
–
–
–
10,501
TOTAL
$
802,366
635,127
208,194
141,775
355,190
321,349
291,217
351,142
355,195
340,662
322,688
362,269
374,146
324,411
362,688
355,946
336,239
F21
F20
F21
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
Non-executive Directors
G M Cairns 5
M N Brenner 6
J R Broadbent, AC 7
J C Carr-Smith 8
H S Kramer
S L McKenna
S R Perkins
K A Tesija 8
M J Ullmer, AO
1 Amounts represent Non-executive Directors’ fees sacrificed in the current period to purchase share rights under the Non-executive Directors’ Equity Plan
plus amounts sacrificed in previous periods but used to purchase share rights in the current period. Refer to Section 4.3 for further details.
2 Non-monetary and other benefits include the deemed premium in respect of the Directors’ and Officers’ Indemnity insurance and, where applicable, travel
benefits and associated fringe benefits tax.
3 To maintain the award values, Non-executive Directors received an adjustment increasing the number of share rights under the Non-executive Directors’
Equity Plan using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
4 Post employment benefits represents superannuation paid directly to the Non-executive Directors’ nominated superannuation fund. If the Group is not
required to pay superannuation, the payment may be made as cash.
5 The F20 Chairman’s fee of $632,429 (excluding non-monetary and other benefits) reflects the 20% reduction in his Board fee announced to the market
on 27 November 2019. The F20 approved fee was $790,531.
6 Ms Brenner was appointed as a Non-executive Director on 1 December 2020.
7 Ms Broadbent ceased being a Non-executive Director on 12 November 2020.
8 Ms Carr-Smith’s and Ms Tesija’s Director fees include an Overseas Directors’ allowance of $10,000 per eligible flight during the current and prior period.
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Remuneration Report
5 KMP STATUTORY DISCLOSURES
5.1
KMP REMUNERATION
The table below sets out the remuneration of Non-executive Directors of Woolworths Group Limited. Amounts represent the
payments relating to the period during which the individuals were KMP.
SHORT-TERM BENEFITS
DIRECTOR FEES
$
FEES SACRIFICED
UNDER NEDP 1
$
NON-MONETARY
AND OTHER
BENEFITS 2
$
ADJUSTMENT
DUE TO THE
IMPACT OF
DEMERGER 3
$
POST
EMPLOYMENT
BENEFITS 4
$
Non-executive Directors
G M Cairns 5
M N Brenner 6
J R Broadbent, AC 7
J C Carr-Smith 8
H S Kramer
S L McKenna
S R Perkins
K A Tesija 8
M J Ullmer, AO
F21
F20
F21
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
F21
F20
678,837
511,423
192,964
102,595
186,738
253,740
263,532
255,970
265,096
330,817
304,238
352,424
360,947
319,990
359,990
221,657
203,031
89,985
100,003
–
37,480
150,002
49,981
24,987
63,981
66,398
–
–
–
–
–
–
119,963
120,009
4,421
2,698
2,575
1,700
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
4,421
2,698
7,429
13,207
5,076
–
–
–
–
–
–
–
–
–
–
–
–
–
9,905
21,694
21,003
12,655
15,752
–
–
–
21,694
21,003
5,424
15,752
5,424
10,501
–
–
–
10,501
TOTAL
$
802,366
635,127
208,194
141,775
355,190
321,349
291,217
351,142
355,195
340,662
322,688
362,269
374,146
324,411
362,688
355,946
336,239
1 Amounts represent Non-executive Directors’ fees sacrificed in the current period to purchase share rights under the Non-executive Directors’ Equity Plan
plus amounts sacrificed in previous periods but used to purchase share rights in the current period. Refer to Section 4.3 for further details.
2 Non-monetary and other benefits include the deemed premium in respect of the Directors’ and Officers’ Indemnity insurance and, where applicable, travel
benefits and associated fringe benefits tax.
3 To maintain the award values, Non-executive Directors received an adjustment increasing the number of share rights under the Non-executive Directors’
Equity Plan using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
4 Post employment benefits represents superannuation paid directly to the Non-executive Directors’ nominated superannuation fund. If the Group is not
required to pay superannuation, the payment may be made as cash.
5 The F20 Chairman’s fee of $632,429 (excluding non-monetary and other benefits) reflects the 20% reduction in his Board fee announced to the market
on 27 November 2019. The F20 approved fee was $790,531.
6 Ms Brenner was appointed as a Non-executive Director on 1 December 2020.
7 Ms Broadbent ceased being a Non-executive Director on 12 November 2020.
8 Ms Carr-Smith’s and Ms Tesija’s Director fees include an Overseas Directors’ allowance of $10,000 per eligible flight during the current and prior period.
KMP STATUTORY
DISCLOSURES
5
71
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5.1
KMP REMUNERATION
The table below sets out the remuneration of Executive KMP of Woolworths Group Limited. Amounts represent the payments
relating to the period during which the individuals were KMP.
SHORT-TERM BENEFITS
SHARE-BASED PAYMENTS 6 , 7
SALARY 1
$
CASH
INCENTIVE 2
$
Executive KMP
B L Banducci
N Davis 10
S J Donohue
S Harrison 11
C E Peters 12
F21
2,637,799
F20 2,633,994
672,025
F21
916,997
F21
946,943
F20
862,442
F21
823,231
F20
F21
343,008
F20 1,325,733
1,651,650
–
407,813
611,111
336,700
519,750
285,542
187,688
455,000
NON-
MONETARY
AND OTHER
BENEFITS 3
$
4,421
2,698
44,548
4,421
2,698
4,421
2,473
140,430
291,001
POST
EMPLOYMENT
BENEFITS 4
$
OTHER
LONG-TERM
BENEFITS 5
$
EQUITY
GRANTS
AT RISK 8
$
OTHER
EQUITY
GRANTS 9
$
TOTAL
$
25,208
25,000
55,292
25,208
25,000
25,208
22,917
–
–
39,085
39,239
10,552
14,193
14,266
13,232
35,232
4,981
19,030
3,377,492
2,247,457
977,294
1,500,750
753,728
906,811
526,398
353,944
1,056,467
640,772
1,160,049
185,423
618,432
186,725
143,989
–
121,064
430,808
8,376,427
6,108,437
2,352,947
3,691,112
2,266,060
2,475,853
1,695,793
1,151,115
3,578,039
1
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H
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H
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S
P
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R
F
O
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M
A
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C
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2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
Salary includes the net change in accrued annual leave within the period and a car allowance.
1
2 Represents the cash component of the F21 STI, which was 50% of the total STI award. The remaining 50% is deferred in share rights for two years.
3 Non-monetary and other benefits include the deemed premium in respect of the Directors’ and Officers’ Indemnity insurance and, where applicable,
relocation benefits and associated fringe benefits tax.
4 Post employment benefits represents superannuation paid directly to the Executive KMP’s nominated superannuation fund. If the Group is not required
to pay superannuation, the payment may be made as cash.
5 Other long-term benefits represents the net change in accrued long service leave within the period.
6 Represents the portion of the fair value of share rights expected to vest and is recognised as an expense over the vesting period. The amount recognised
is adjusted to reflect the expected number of instruments that will vest for non-market based performance conditions, including ROFE and sales per square
metre. No adjustment for non-vesting is made for failure to achieve the relative TSR performance hurdle, as this is taken into account in the fair value
at grant date.
7 Share-based payments for Mr Donohue in F21 includes the impact of accelerated vesting as a result of the demerger.
8 The fair value of share rights with the relative TSR performance measure is calculated at the date of grant using a Monte Carlo simulation model, whilst
the fair value of other share rights is calculated using a Black-Scholes option pricing model.
9 Other equity grants are grants which are not subject to any further performance conditions except continuous employment, subject to the operation of the
Group’s malus policy.
10 Ms Davis became an Executive KMP on 1 October 2020, after commencing as Managing Director, Woolworths Supermarkets. Amounts represent the
payments relating to the period in F21 during which Ms Davis was KMP.
11 Mr Harrison became an Executive KMP on 1 August 2019 after commencing as Chief Financial Officer. Amounts represent the payments relating to the period
in F20 during which Mr Harrison was KMP.
12 Ms Peters ceased to be an Executive KMP on 30 September 2020, when Ms Peters transitioned from the Managing Director, Woolworths Supermarkets role
to the Managing Director, B2B and Everyday Needs role. Amounts represent the payments relating to the period in F21 during which Ms Peters was KMP.
3
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P
O
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T
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S
'
4
R
E
P
O
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T
F
I
N
A
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I
5
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F
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Remuneration Report
5.2
KMP SHARE RIGHT MOVEMENTS
The table below summarises the share rights granted as part of the Non-executive Directors’ Equity Plan.
SHARE RIGHTS GRANTED
UNDER THE NON-EXECUTIVE DIRECTORS’
EQUITY PLAN
NO.
$ 1
OPENING
BALANCE
NO.
SHARE RIGHTS
VESTED
NO.
ADJUSTMENT DUE TO THE
IMPACT OF DEMERGER 2
NO.
$
CLOSING
BALANCE
NO.
Non-executive Directors
G M Cairns
M N Brenner
J R Broadbent, AC
J C Carr-Smith
H S Kramer
S L McKenna
S R Perkins
K A Tesija
M J Ullmer, AO
1,377
–
2,066
688
914
–
–
–
1,653
2,281
–
1,024
1,267
1,623
–
–
–
3,041
89,985
–
37,480
49,981
63,981
–
–
–
119,963
(2,563)
–
(3,090)
–
(1,787)
–
–
–
(3,235)
180
–
–
320
123
–
–
–
240
7,429
–
–
13,207
5,076
–
–
–
9,905
1,275
–
–
2,275
873
–
–
–
1,699
1 Amounts represent Non-executive Directors’ fees sacrificed in the current period to purchase share rights under the Non-executive Directors’ Equity Plan
plus amounts sacrificed in previous periods but used to purchase share rights in the current period.
2 To maintain the award values, Non-executive Directors received an adjustment increasing the number of share rights under the Non-executive Directors’
Equity Plan using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
The table below summarises the movements in holdings of share right interests in Woolworths Group Limited relating to the
period during which individuals were KMP. A share right entitles the holder to one fully paid ordinary Woolworths Group Limited
share, subject to applicable performance and vesting conditions.
OPENING
BALANCE
NO.
SHARE RIGHTS GRANTED
SHARE RIGHTS VESTED 3
NO. 1
$ 2
NO.
$
SHARE
RIGHTS
LAPSED 4
NO.
ADJUSTMENT DUE TO THE
IMPACT OF DEMERGER 5
NO.
$
CLOSING
BALANCE
NO.
Executive KMP
B L Banducci
N Davis 6
S J Donohue
S Harrison 7
C E Peters 8
F21
580,116
F20 731,774
F21
116,405
192,222
F21
F20 207,739
135,252
F21
F20
137,168
283,945
F21
F20 285,839
132,150
178,034
44,619
58,353
63,308
53,155
49,717
72,688
88,152
4,014,146
5,732,006
1,582,286
1,745,586
1,698,867
1,606,953
1,282,939
2,358,908
2,344,926
–
(186,835)
(7,429,935)
(272,170) (9,904,402)
–
(48,874) (1,943,590)
(2,252,111)
(61,798)
(1,328,270)
(33,401)
(40,480)
(11,153)
(1,475,217)
(84,125) (3,345,429) (40,056)
(14,563)
(2,709,517)
(75,483)
(77,032) 74,260
–
(57,522)
26,620
–
21,073
(74,241)
(17,027)
–
(18,545) 22,556
–
–
–
2,711,379
–
976,697
796,854
–
815,715
–
–
–
522,659
580,116
187,644
148,533
192,222
159,017
135,252
232,452
283,945
1 The holders of share rights issued in accordance with the Group’s LTI and DSTI awards are entitled to dividends that would have been paid on the underlying
award over the vesting period, which are received as additional share rights (Dividend Equivalent Rights or DERs) on vesting of the award. DERs vest on the
same conditions as the underlying LTI or DSTI award to which they relate. The number of share rights granted during the period includes those share rights
granted in accordance with the period’s LTI and DSTI awards and DERs.
2 Share rights granted is the total fair value of share rights granted during the period determined by an independent actuary. This will be recognised in employee
benefits expense over the vesting period of the share right, in accordance with Australian Accounting Standards.
3 The value of share rights vested during the period is calculated based on the VWAP of Woolworths Group Limited shares traded in the five days prior to and
including the date of vesting.
4 The number of share rights which lapsed as a result of failure to meet performance hurdles relates to the F18 LTI plans (F20: F17 LTI plans). In addition,
for Mr Donohue, the total also includes performance share rights that have lapsed in the F20 and F21 WISP plans as a result of the demerger.
5 To maintain the award values, team members received an adjustment increasing the number of share rights or performance share rights in the on foot plans
using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
6 Ms Davis’ opening balance is as at 1 October 2020, the date on which Ms Davis became an Executive KMP, and includes awards granted prior to the period
during which Ms Davis was KMP.
7 Mr Harrison’s opening balance in F20 is as at 1 August 2019, the date on which Mr Harrison became an Executive KMP, and includes awards granted prior
to the period during which Mr Harrison was KMP.
8 Ms Peters’ closing balance is as at 30 September 2020, after which Ms Peters ceased to be an Executive KMP.
72
Remuneration Report
KMP STATUTORY
DISCLOSURES
5
73
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P
O
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0
2
1
W
O
O
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5.2
KMP SHARE RIGHT MOVEMENTS
5.3
KMP SHARE MOVEMENTS
The table below summarises the share rights granted as part of the Non-executive Directors’ Equity Plan.
The table below summarises the movements in F21 of interests in shares of Woolworths Group Limited relating to the period
during which individuals were KMP.
Non-executive Directors
G M Cairns
M N Brenner 1
J R Broadbent, AC 2
J C Carr-Smith
H S Kramer
S L McKenna
S R Perkins
K A Tesija
M J Ullmer, AO
Executive KMP
B L Banducci
N Davis 3
S J Donohue
S Harrison
C E Peters 4
OPENING
BALANCE
NO.
SHARES ISSUED
UNDER DRP
NO.
SHARES RECEIVED
ON VESTING OF
SHARE RIGHTS
NO.
SHARES
PURCHASED/
(DISPOSED)
NO.
35,348
2,731
73,474
–
11,488
10,730
17,473
8,980
27,809
195,808
98,977
26,077
25,000
22,625
770
–
–
–
–
85
–
–
–
–
–
–
–
–
2,563
–
3,090
–
1,787
–
–
–
3,235
186,835
–
48,874
33,401
84,125
–
–
–
–
–
–
–
–
–
(50,000)
–
(48,874)
–
–
CLOSING
BALANCE
NO.
38,681
2,731
76,564
–
13,275
10,815
17,473
8,980
31,044
332,643
98,977
26,077
58,401
106,750
SHARE RIGHTS GRANTED
SHARE RIGHTS VESTED 3
to the period during which Ms Brenner was a Non-executive Director.
1 Ms Brenner’s opening balance is as at 1 December 2020, the date on which Ms Brenner became a Non-executive Director, and includes shares acquired prior
2 Ms Broadbent ceased being a Non-executive Director on 12 November 2020 and the closing balance of shares is as at that date.
3 Ms Davis’ opening balance is as at 1 October 2020, the date on which Ms Davis became an Executive KMP, and includes shares acquired prior to the period
during which Ms Davis was an Executive KMP.
4 Ms Peters ceased to be an Executive KMP on 30 September 2020 and the closing balance of shares is as at that date.
Non-executive Directors
G M Cairns
M N Brenner
J R Broadbent, AC
J C Carr-Smith
H S Kramer
S L McKenna
S R Perkins
K A Tesija
OPENING
BALANCE
NO.
1,377
–
2,066
688
914
–
–
–
NO.
2,281
–
1,024
1,267
1,623
–
–
–
SHARE RIGHTS GRANTED
UNDER THE NON-EXECUTIVE DIRECTORS’
EQUITY PLAN
ADJUSTMENT DUE TO THE
IMPACT OF DEMERGER 2
SHARE RIGHTS
VESTED
NO.
$ 1
CLOSING
BALANCE
NO.
89,985
(2,563)
180
7,429
1,275
NO.
320
123
–
–
–
–
–
$
–
–
–
–
–
13,207
5,076
2,275
873
–
–
–
–
–
–
37,480
49,981
63,981
–
–
–
(3,090)
(1,787)
–
–
–
–
–
M J Ullmer, AO
1,653
3,041
119,963
(3,235)
240
9,905
1,699
1 Amounts represent Non-executive Directors’ fees sacrificed in the current period to purchase share rights under the Non-executive Directors’ Equity Plan
plus amounts sacrificed in previous periods but used to purchase share rights in the current period.
2 To maintain the award values, Non-executive Directors received an adjustment increasing the number of share rights under the Non-executive Directors’
Equity Plan using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
The table below summarises the movements in holdings of share right interests in Woolworths Group Limited relating to the
period during which individuals were KMP. A share right entitles the holder to one fully paid ordinary Woolworths Group Limited
share, subject to applicable performance and vesting conditions.
OPENING
BALANCE
NO.
NO. 1
$ 2
NO.
$
NO.
$
ADJUSTMENT DUE TO THE
IMPACT OF DEMERGER 5
SHARE
RIGHTS
LAPSED 4
NO.
CLOSING
BALANCE
NO.
Executive KMP
B L Banducci
F21
580,116
132,150
4,014,146
(186,835)
(7,429,935)
(77,032) 74,260
2,711,379
522,659
F20 731,774
178,034
5,732,006
(272,170) (9,904,402)
(57,522)
–
580,116
N Davis 6
S J Donohue
F21
F21
116,405
44,619
1,582,286
–
–
–
26,620
976,697
187,644
192,222
58,353
1,745,586
(48,874) (1,943,590)
(74,241)
21,073
796,854
148,533
F20 207,739
63,308
1,698,867
(61,798)
(2,252,111)
(17,027)
–
192,222
S Harrison 7
135,252
53,155
1,606,953
(33,401)
(1,328,270)
(18,545) 22,556
815,715
159,017
137,168
49,717
1,282,939
(40,480)
(1,475,217)
(11,153)
C E Peters 8
F21
283,945
72,688
2,358,908
(84,125) (3,345,429) (40,056)
F20 285,839
88,152
2,344,926
(75,483)
(2,709,517)
(14,563)
–
–
–
135,252
232,452
283,945
–
–
–
–
–
F21
F20
1 The holders of share rights issued in accordance with the Group’s LTI and DSTI awards are entitled to dividends that would have been paid on the underlying
award over the vesting period, which are received as additional share rights (Dividend Equivalent Rights or DERs) on vesting of the award. DERs vest on the
same conditions as the underlying LTI or DSTI award to which they relate. The number of share rights granted during the period includes those share rights
granted in accordance with the period’s LTI and DSTI awards and DERs.
2 Share rights granted is the total fair value of share rights granted during the period determined by an independent actuary. This will be recognised in employee
benefits expense over the vesting period of the share right, in accordance with Australian Accounting Standards.
3 The value of share rights vested during the period is calculated based on the VWAP of Woolworths Group Limited shares traded in the five days prior to and
including the date of vesting.
4 The number of share rights which lapsed as a result of failure to meet performance hurdles relates to the F18 LTI plans (F20: F17 LTI plans). In addition,
for Mr Donohue, the total also includes performance share rights that have lapsed in the F20 and F21 WISP plans as a result of the demerger.
5 To maintain the award values, team members received an adjustment increasing the number of share rights or performance share rights in the on foot plans
using a standard formula that has been applied in other comparable demerger situations. Refer to Section 2.3 for further details.
6 Ms Davis’ opening balance is as at 1 October 2020, the date on which Ms Davis became an Executive KMP, and includes awards granted prior to the period
7 Mr Harrison’s opening balance in F20 is as at 1 August 2019, the date on which Mr Harrison became an Executive KMP, and includes awards granted prior
during which Ms Davis was KMP.
to the period during which Mr Harrison was KMP.
8 Ms Peters’ closing balance is as at 30 September 2020, after which Ms Peters ceased to be an Executive KMP.
1
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S
3
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4
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Remuneration Report
KMP STATUTORY
DISCLOSURES
5
5.4
5.4
SHARE RIGHTS OUTSTANDING FOR EXECUTIVE KMP
SHARE RIGHTS OUTSTANDING FOR EXECUTIVE KMP
The table below sets out the grants and outstanding number of share rights for current Executive KMP. No amounts were paid
The table below sets out the grants and outstanding number of share rights for current Executive KMP. No amounts were paid
or are payable by the recipient on receipt of the share rights and there are no outstanding vested share rights as at 27 June 2021.
or are payable by the recipient on receipt of the share rights and there are no outstanding vested share rights as at 27 June 2021.
AWARD
AWARD
GRANT DATE 1
GRANT DATE 1
PERFORMANCE
PERFORMANCE
PERIOD START DATE
PERIOD START DATE
PERFORMANCE
PERFORMANCE
PERIOD END DATE 2
PERIOD END DATE 2
NO. OF RIGHTS
NO. OF RIGHTS
EXCLUDING DERS
EXCLUDING DERS
AND IMPACT OF
AND IMPACT OF
DEMERGER
DEMERGER
AT 27 JUNE 2021
AT 27 JUNE 2021
NO. OF DERS
NO. OF DERS
EXCLUDING
EXCLUDING
IMPACT OF
IMPACT OF
DEMERGER
DEMERGER
ADJUSTMENT
ADJUSTMENT
DUE TO IMPACT OF
DUE TO IMPACT OF
AT 27 JUNE 2021
AT 27 JUNE 2021
AT 27 JUNE 2021
AT 27 JUNE 2021
AT 27 JUNE 2021
AT 27 JUNE 2021
$ 3
$ 3
DEMERGER
DEMERGER
NO. OF RIGHTS
NO. OF RIGHTS
OF AWARD TO VEST
OF AWARD TO VEST
TOTAL
TOTAL
MAXIMUM VALUE
MAXIMUM VALUE
Executive KMP
Executive KMP
B L Banducci
B L Banducci
N Davis
N Davis
S J Donohue
S J Donohue
S Harrison
S Harrison
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
21/11/2018
21/11/2018
17/09/2019
17/09/2019
16/12/2019
16/12/2019
12/11/2020
12/11/2020
30/11/2018
30/11/2018
17/09/2019
17/09/2019
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
30/11/2018
30/11/2018
17/09/2019
17/09/2019
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
30/11/2018
30/11/2018
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
140,194
140,194
29,313
29,313
133,049
133,049
120,557
120,557
423,113
423,113
48,899
48,899
9,831
9,831
44,622
44,622
8,324
8,324
40,433
40,433
152,109
152,109
53,946
53,946
8,874
8,874
32,698
32,698
9,183
9,183
14,746
14,746
119,447
119,447
33,751
33,751
46,055
46,055
7,875
7,875
41,731
41,731
129,412
129,412
GRANT DATE FAIR VALUE OF PERFORMANCE
GRANT DATE FAIR VALUE OF PERFORMANCE
SHARE RIGHT4
SHARE RIGHT4
MODIFIED FAIR VALUE OF PERFORMANCE
MODIFIED FAIR VALUE OF PERFORMANCE
SHARE RIGHT5
SHARE RIGHT5
CEO
CEO
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
$29.67
$29.67
–
–
$38.37
$38.37
–
–
$38.88
$38.88
OTHER KMP
OTHER KMP
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
$29.72
$29.72
–
–
$33.02
$33.02
–
–
$36.90
$36.90
DSTI
DSTI
TSR
TSR
–
–
$36.91
$36.91
–
–
–
–
–
–
$14.46
$14.46
–
–
$17.53
$17.53
–
–
$21.07
$21.07
ALL KMP
ALL KMP
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
$43.10
$43.10
–
–
$40.89
$40.89
–
–
$39.22
$39.22
DSTI
DSTI
–
–
$40.89
$40.89
–
–
$39.22
$39.22
–
–
DSTI
DSTI
TSR
TSR
–
–
$36.91
$36.91
–
–
$36.48
$36.48
–
–
$43.10
$43.10
–
–
$37.41
$37.41
–
–
$18.01
$18.01
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
TSR
TSR
$13.65
$13.65
–
–
$28.11
$28.11
–
–
$22.13
$22.13
13,091
13,091
1,620
1,620
7,357
7,357
3,218
3,218
25,286
25,286
4,604
4,604
543
543
2,467
2,467
222
222
1,079
1,079
8,915
8,915
5,081
5,081
489
489
1,806
1,806
245
245
392
392
8,013
8,013
3,179
3,179
2,546
2,546
210
210
1,114
1,114
7,049
7,049
26,620
26,620
187,644
187,644
25,477
25,477
5,113
5,113
23,209
23,209
20,461
20,461
74,260
74,260
8,848
8,848
1,715
1,715
7,784
7,784
1,412
1,412
6,861
6,861
9,759
9,759
1,548
1,548
5,706
5,706
1,557
1,557
2,503
2,503
21,073
21,073
6,105
6,105
8,034
8,034
1,335
1,335
7,082
7,082
22,556
22,556
178,762
178,762
36,046
36,046
163,615
163,615
144,236
144,236
522,659
522,659
62,351
62,351
12,089
12,089
54,873
54,873
9,958
9,958
48,373
48,373
68,786
68,786
10,911
10,911
40,210
40,210
10,985
10,985
17,641
17,641
148,533
148,533
43,035
43,035
56,635
56,635
9,420
9,420
49,927
49,927
159,017
159,017
4,409,719
4,409,719
1,280,055
1,280,055
5,523,845
5,523,845
4,654,831
4,654,831
15,868,450
15,868,450
1,552,922
1,552,922
429,308
429,308
1,536,068
1,536,068
357,627
357,627
1,493,484
1,493,484
5,369,409
5,369,409
1,713,193
1,713,193
387,484
387,484
1,125,598
1,125,598
394,493
394,493
544,668
544,668
4,165,436
4,165,436
1,071,855
1,071,855
1,585,403
1,585,403
338,305
338,305
1,541,444
1,541,444
4,537,007
4,537,007
75
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
The minimum value of share rights is assessed as nil and has not been specifically detailed in the table above on the basis that
no share rights will vest unless the performance or vesting criteria are satisfied.
1 Grant date is the date on which there is a shared understanding of the terms and conditions of the share-based payment arrangement.
2 Exercise of share rights will occur the day after the full year results are announced to the market.
3 The maximum value of award to vest represents the total maximum value of employee benefits expense, as based on the value at grant date that would
be recorded if all share rights which remain outstanding at 27 June 2021 satisfied all relevant vesting conditions.
4 The fair value of share rights with the relative TSR performance measure is calculated at the date of grant using a Monte Carlo simulation model, taking into
account the impact of the relative TSR condition whilst the fair value of other share rights are calculated using a Black-Scholes option pricing model. The value
disclosed is an input to the calculation of the grant date fair value of the share rights recognised as an expense in each reporting period. No performance
conditions, other than ongoing employment, are attached to Deferred STI share rights awards, subject to the operation of the Group’s malus policy.
5 The modified fair value of performance share rights has been determined at 24 June 2021, being the date the team members received an adjustment
increasing the number of share rights in the on foot plans. The relative TSR performance measure is calculated using a Monte Carlo simulation model, taking
into account the impact of the relative TSR condition whilst the fair value of other share rights are calculated using a Black-Scholes option pricing model. The
value disclosed is an input to the calculation of the value of the share rights recognised as an expense in each reporting period.
AWARD
AWARD
GRANT DATE 1
GRANT DATE 1
PERIOD START DATE
PERIOD START DATE
PERFORMANCE
PERFORMANCE
PERFORMANCE
PERFORMANCE
PERIOD END DATE 2
PERIOD END DATE 2
NO. OF RIGHTS
NO. OF RIGHTS
EXCLUDING DERS
EXCLUDING DERS
AND IMPACT OF
AND IMPACT OF
DEMERGER
DEMERGER
AT 27 JUNE 2021
AT 27 JUNE 2021
NO. OF DERS
NO. OF DERS
EXCLUDING
EXCLUDING
IMPACT OF
IMPACT OF
DEMERGER
DEMERGER
AT 27 JUNE 2021
AT 27 JUNE 2021
ADJUSTMENT
ADJUSTMENT
DUE TO IMPACT OF
DUE TO IMPACT OF
DEMERGER
DEMERGER
AT 27 JUNE 2021
AT 27 JUNE 2021
TOTAL
TOTAL
NO. OF RIGHTS
NO. OF RIGHTS
AT 27 JUNE 2021
AT 27 JUNE 2021
MAXIMUM VALUE
MAXIMUM VALUE
OF AWARD TO VEST
OF AWARD TO VEST
$ 3
$ 3
13,091
13,091
1,620
1,620
7,357
7,357
3,218
3,218
25,286
25,286
4,604
4,604
543
543
2,467
2,467
222
222
1,079
1,079
8,915
8,915
5,081
5,081
489
489
1,806
1,806
245
245
392
392
8,013
8,013
3,179
3,179
2,546
2,546
210
210
1,114
1,114
7,049
7,049
25,477
25,477
5,113
5,113
23,209
23,209
20,461
20,461
74,260
74,260
8,848
8,848
1,715
1,715
7,784
7,784
1,412
1,412
6,861
6,861
26,620
26,620
9,759
9,759
1,548
1,548
5,706
5,706
1,557
1,557
2,503
2,503
21,073
21,073
6,105
6,105
8,034
8,034
1,335
1,335
7,082
7,082
22,556
22,556
178,762
178,762
36,046
36,046
163,615
163,615
144,236
144,236
522,659
522,659
62,351
62,351
12,089
12,089
54,873
54,873
9,958
9,958
48,373
48,373
187,644
187,644
68,786
68,786
10,911
10,911
40,210
40,210
10,985
10,985
17,641
17,641
148,533
148,533
43,035
43,035
56,635
56,635
9,420
9,420
49,927
49,927
159,017
159,017
4,409,719
4,409,719
1,280,055
1,280,055
5,523,845
5,523,845
4,654,831
4,654,831
15,868,450
15,868,450
1,552,922
1,552,922
429,308
429,308
1,536,068
1,536,068
357,627
357,627
1,493,484
1,493,484
5,369,409
5,369,409
1,713,193
1,713,193
387,484
387,484
1,125,598
1,125,598
394,493
394,493
544,668
544,668
4,165,436
4,165,436
1,071,855
1,071,855
1,585,403
1,585,403
338,305
338,305
1,541,444
1,541,444
4,537,007
4,537,007
KMP STATUTORY
DISCLOSURES
5
75
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
74
Remuneration Report
5.4
5.4
SHARE RIGHTS OUTSTANDING FOR EXECUTIVE KMP
SHARE RIGHTS OUTSTANDING FOR EXECUTIVE KMP
The table below sets out the grants and outstanding number of share rights for current Executive KMP. No amounts were paid
The table below sets out the grants and outstanding number of share rights for current Executive KMP. No amounts were paid
or are payable by the recipient on receipt of the share rights and there are no outstanding vested share rights as at 27 June 2021.
or are payable by the recipient on receipt of the share rights and there are no outstanding vested share rights as at 27 June 2021.
Executive KMP
Executive KMP
B L Banducci
B L Banducci
N Davis
N Davis
S J Donohue
S J Donohue
S Harrison
S Harrison
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
F19 LTI
F19 LTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
21/11/2018
21/11/2018
17/09/2019
17/09/2019
16/12/2019
16/12/2019
12/11/2020
12/11/2020
30/11/2018
30/11/2018
17/09/2019
17/09/2019
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
30/11/2018
30/11/2018
17/09/2019
17/09/2019
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
30/11/2018
30/11/2018
01/07/2019
01/07/2019
17/09/2020
17/09/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2018
01/07/2018
01/07/2019
01/07/2019
01/07/2020
01/07/2020
01/07/2020
01/07/2020
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
01/07/2021
01/07/2021
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2023
01/07/2023
140,194
140,194
29,313
29,313
133,049
133,049
120,557
120,557
423,113
423,113
48,899
48,899
9,831
9,831
44,622
44,622
8,324
8,324
40,433
40,433
152,109
152,109
53,946
53,946
8,874
8,874
32,698
32,698
9,183
9,183
14,746
14,746
119,447
119,447
33,751
33,751
46,055
46,055
7,875
7,875
41,731
41,731
129,412
129,412
GRANT DATE FAIR VALUE OF PERFORMANCE
GRANT DATE FAIR VALUE OF PERFORMANCE
MODIFIED FAIR VALUE OF PERFORMANCE
MODIFIED FAIR VALUE OF PERFORMANCE
SHARE RIGHT4
SHARE RIGHT4
CEO
CEO
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
OTHER KMP
OTHER KMP
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
SHARE RIGHT5
SHARE RIGHT5
ALL KMP
ALL KMP
SALES PER
SALES PER
TRADING
TRADING
SQM AND
SQM AND
ROFE
ROFE
TSR
TSR
DSTI
DSTI
TSR
TSR
DSTI
DSTI
TSR
TSR
DSTI
DSTI
F19 LTI
F19 LTI
F19 DSTI
F19 DSTI
F20 WISP
F20 WISP
F20 DSTI
F20 DSTI
F21 WISP
F21 WISP
$13.65
$13.65
$29.67
$29.67
$14.46
$14.46
$29.72
$29.72
$43.10
$43.10
$43.10
$43.10
$28.11
$28.11
$38.37
$38.37
$17.53
$17.53
$33.02
$33.02
$37.41
$37.41
$40.89
$40.89
–
–
–
–
$36.91
$36.91
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$36.91
$36.91
$36.48
$36.48
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$40.89
$40.89
$39.22
$39.22
–
–
–
–
–
–
$22.13
$22.13
$38.88
$38.88
$21.07
$21.07
$36.90
$36.90
$18.01
$18.01
$39.22
$39.22
–
–
–
–
The minimum value of share rights is assessed as nil and has not been specifically detailed in the table above on the basis that
no share rights will vest unless the performance or vesting criteria are satisfied.
1 Grant date is the date on which there is a shared understanding of the terms and conditions of the share-based payment arrangement.
2 Exercise of share rights will occur the day after the full year results are announced to the market.
3 The maximum value of award to vest represents the total maximum value of employee benefits expense, as based on the value at grant date that would
be recorded if all share rights which remain outstanding at 27 June 2021 satisfied all relevant vesting conditions.
4 The fair value of share rights with the relative TSR performance measure is calculated at the date of grant using a Monte Carlo simulation model, taking into
account the impact of the relative TSR condition whilst the fair value of other share rights are calculated using a Black-Scholes option pricing model. The value
disclosed is an input to the calculation of the grant date fair value of the share rights recognised as an expense in each reporting period. No performance
conditions, other than ongoing employment, are attached to Deferred STI share rights awards, subject to the operation of the Group’s malus policy.
5 The modified fair value of performance share rights has been determined at 24 June 2021, being the date the team members received an adjustment
increasing the number of share rights in the on foot plans. The relative TSR performance measure is calculated using a Monte Carlo simulation model, taking
into account the impact of the relative TSR condition whilst the fair value of other share rights are calculated using a Black-Scholes option pricing model. The
value disclosed is an input to the calculation of the value of the share rights recognised as an expense in each reporting period.
N
F
O
R
M
A
T
O
N
I
5
I
O
T
H
E
R
76
Auditor’s Independence Declaration
Deloitte Touche Tohmatsu
A.C.N. 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1217 Australia
DX: 10307SSE
Tel: +61 (0) 2 9322 7000
Fax: +61 (0) 2 9322 7001
www.deloitte.com.au
The Board of Directors
Woolworths Group Limited
1 Woolworths Way
Bella Vista
NSW 2153
26 August 2021
Dear Board Members
Auditor’s Independence Declaration
In accordance with section 307C of the Corporations Act 2001, we are pleased to provide the following declaration
of independence to the Directors of Woolworths Group Limited.
As lead audit partners for the audit of the financial report of Woolworths Group Limited for the year ended 27 June 2021,
we declare that to the best of our knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
A V Griffiths
Partner
Chartered Accountants
Sydney, 26 August 2021
T C Elliott
Partner
Chartered Accountants
Sydney, 26 August 2021
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
2021 Financial Report
Table of Contents
$55,694M
Revenue from the sale of goods and
services from continuing operations
4.9% increase from 2020.
SEE PAGE 89
QUANTIUM
ACQUISITION
On 31 May 2021, the Group acquired an
additional equity interest in Quantium
resulting in the Group gaining control
of Quantium. Detailed disclosure of this
acquisition is included in Note 5.1.
SEE PAGE 129
ENDEAVOUR
DEMERGER
On 18 June 2021, the Group obtained
shareholder approval for the separation
of Endeavour Group. Detailed disclosure
of Endeavour Group as a discontinued
operation is included in Note 5.2.
SEE PAGE 132
Consolidated Financial Statements
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
1
BASIS OF PREPARATION
Basis of preparation
Significant accounting policies
Critical accounting estimates and judgements
Individually significant items
Financial reporting impacts of COVID-19
2 GROUP PERFORMANCE
2.1
Revenue from the sale of goods and services from
continuing operations
Segment disclosures from continuing operations
Finance costs from continuing operations
1.1
1.2
1.3
1.4
1.5
2.2
2.3
3.3
3.4
3.5
3.6
3.7
3 ASSETS AND LIABILITIES
3.1
Trade and other receivables
3.2 Other financial assets and liabilities
Leases
Property, plant and equipment
Intangible assets
Impairment of non-financial assets
Income taxes
3.8 Trade and other payables
3.9
Provisions
4.1
Earnings per share
4.2 Dividends
4.3 Contributed equity
4.4 Reserves
4.5 Cash and cash equivalents
Borrowings
4.6
4.7
Financial risk management
4.8 Commitments for capital expenditure
5 GROUP STRUCTURE
5.1 Acquisition of subsidiary
5.2 Discontinued operations
5.4
5.5
5.6
Subsidiaries
Parent entity information
Related parties
6 OTHER
6.1
6.2
Contingent liabilities
Employee benefits
6.3 Auditors’ remuneration
6.4 Subsequent events
Directors’ Declaration
Independent Auditor’s Report
4 CAPITAL STRUCTURE, FINANCING, AND RISK MANAGEMENT
5.3 Assets held for sale or distribution and associated liabilities
78
79
80
81
82
83
84
86
87
88
89
90
92
93
94
96
100
102
104
107
110
110
113
114
115
116
118
119
122
128
129
132
134
136
141
142
143
143
148
149
152
153
77
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
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T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
76
Auditor’s Independence Declaration
2021 Financial Report
Table of Contents
77
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
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T
H
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G
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Deloitte Touche Tohmatsu
A.C.N. 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1217 Australia
DX: 10307SSE
Tel: +61 (0) 2 9322 7000
Fax: +61 (0) 2 9322 7001
www.deloitte.com.au
The Board of Directors
Woolworths Group Limited
1 Woolworths Way
Bella Vista
NSW 2153
26 August 2021
Dear Board Members
Auditor’s Independence Declaration
Yours sincerely
DELOITTE TOUCHE TOHMATSU
In accordance with section 307C of the Corporations Act 2001, we are pleased to provide the following declaration
of independence to the Directors of Woolworths Group Limited.
As lead audit partners for the audit of the financial report of Woolworths Group Limited for the year ended 27 June 2021,
we declare that to the best of our knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
A V Griffiths
Partner
Chartered Accountants
Sydney, 26 August 2021
T C Elliott
Partner
Chartered Accountants
Sydney, 26 August 2021
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
$55,694M
Revenue from the sale of goods and
services from continuing operations
4.9% increase from 2020.
SEE PAGE 89
QUANTIUM
ACQUISITION
On 31 May 2021, the Group acquired an
additional equity interest in Quantium
resulting in the Group gaining control
of Quantium. Detailed disclosure of this
acquisition is included in Note 5.1.
SEE PAGE 129
Consolidated Financial Statements
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
1
BASIS OF PREPARATION
1.1
1.2
1.3
1.4
1.5
Basis of preparation
Significant accounting policies
Critical accounting estimates and judgements
Individually significant items
Financial reporting impacts of COVID-19
2 GROUP PERFORMANCE
2.1
2.2
2.3
Revenue from the sale of goods and services from
continuing operations
Segment disclosures from continuing operations
Finance costs from continuing operations
3 ASSETS AND LIABILITIES
Trade and other receivables
3.1
3.2 Other financial assets and liabilities
3.3
3.4
3.5
3.6
3.7
3.8 Trade and other payables
3.9
Leases
Property, plant and equipment
Intangible assets
Impairment of non-financial assets
Income taxes
Provisions
4 CAPITAL STRUCTURE, FINANCING, AND RISK MANAGEMENT
Earnings per share
4.1
4.2 Dividends
4.3 Contributed equity
4.4 Reserves
4.5 Cash and cash equivalents
4.6
4.7
4.8 Commitments for capital expenditure
Borrowings
Financial risk management
ENDEAVOUR
DEMERGER
On 18 June 2021, the Group obtained
shareholder approval for the separation
of Endeavour Group. Detailed disclosure
of Endeavour Group as a discontinued
operation is included in Note 5.2.
SEE PAGE 132
5 GROUP STRUCTURE
5.1 Acquisition of subsidiary
5.2 Discontinued operations
5.3 Assets held for sale or distribution and associated liabilities
5.4
5.5
5.6
Subsidiaries
Parent entity information
Related parties
6 OTHER
Contingent liabilities
6.1
Employee benefits
6.2
6.3 Auditors’ remuneration
6.4 Subsequent events
Directors’ Declaration
Independent Auditor’s Report
78
79
80
81
82
83
84
86
87
88
89
90
92
93
94
96
100
102
104
107
110
110
113
114
115
116
118
119
122
128
129
132
134
136
141
142
143
143
148
149
152
153
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
78
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
Continuing operations
Revenue from the sale of goods and services
Cost of sales
Gross profit
Other revenue
Branch expenses
Administration expenses
Earnings before interest and tax
Finance costs
Profit before income tax
Income tax expense
Profit for the period from continuing operations
Discontinued operations
Profit for the period from discontinued operations, after tax
Profit for the period
Profit for the period attributable to:
Equity holders of the parent entity
Non-controlling interests
Profit for the period attributable to equity holders of the parent entity related to:
Profit from continuing operations
Profit from discontinued operations
NOTE
2.1
2.3
3.7.1
5.2
2021
$M
RESTATED1
2020
$M
55,694
(39,366)
16,328
117
(9,838)
(3,784)
2,823
(613)
2,210
(604)
1,606
53,080
(37,750)
15,330
148
(9,564)
(3,888)
2,026
(671)
1,355
(417)
938
533
2,139
271
1,209
2,074
65
2,139
1,606
468
2,074
1,165
44
1,209
928
237
1,165
Profit for the period
Other comprehensive income
Items that may be subsequently reclassified to profit or loss, net of tax
Effective portion of changes in the fair value of cash flow hedges
Foreign currency translation of foreign operations
Items that will not be subsequently reclassified to profit or loss, net of tax
Fair value (loss)/gain on equity investments designated as at fair value through
other comprehensive income
Actuarial (loss)/gain on defined benefit superannuation plans
Other comprehensive income/(loss) for the period, net of tax
Total comprehensive income for the period
Total comprehensive income for the period attributable to:
Equity holders of the parent entity
Non-controlling interests
Total comprehensive income for the period from continuing operations attributable to:
Equity holders of the parent entity
Non-controlling interests
1 Refer to Note 1.1 for further details.
2021
$M
RESTATED1
2020
$M
2,139
1,209
25
(9)
(9)
(54)
(5)
(11)
–
2,139
2,076
63
2,139
1,619
–
1,619
1
4
(58)
1,151
1,109
42
1,151
872
10
882
CENTS
CENTS
Notes to the Consolidated Financial Statements.
The above Consolidated Statement of Other Comprehensive Income should be read in conjunction with the accompanying
Earnings per share (EPS) attributable to equity holders of the parent entity
Basic EPS
Diluted EPS
EPS attributable to equity holders of the parent entity from continuing operations
Basic EPS
Diluted EPS
1 Refer to Note 1.1 for further details.
4.1
4.1
4.1
4.1
165.0
164.2
127.7
127.1
92.7
92.2
73.9
73.5
The above Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
79
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
78
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
79
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Continuing operations
Revenue from the sale of goods and services
Cost of sales
Gross profit
Other revenue
Branch expenses
Administration expenses
Earnings before interest and tax
Finance costs
Profit before income tax
Income tax expense
Profit for the period from continuing operations
Discontinued operations
Profit for the period from discontinued operations, after tax
Profit for the period
Profit for the period attributable to equity holders of the parent entity related to:
Earnings per share (EPS) attributable to equity holders of the parent entity
EPS attributable to equity holders of the parent entity from continuing operations
Profit for the period attributable to:
Equity holders of the parent entity
Non-controlling interests
Profit from continuing operations
Profit from discontinued operations
Basic EPS
Diluted EPS
Basic EPS
Diluted EPS
1 Refer to Note 1.1 for further details.
Consolidated Financial Statements.
2021
$M
RESTATED1
2020
$M
55,694
(39,366)
16,328
117
(9,838)
(3,784)
2,823
(613)
2,210
(604)
1,606
53,080
(37,750)
15,330
148
(9,564)
(3,888)
2,026
(671)
1,355
(417)
938
533
2,139
271
1,209
2,074
65
2,139
1,606
468
2,074
165.0
164.2
127.7
127.1
1,165
44
1,209
928
237
1,165
92.7
92.2
73.9
73.5
NOTE
2.1
2.3
3.7.1
5.2
4.1
4.1
4.1
4.1
The above Consolidated Statement of Profit or Loss should be read in conjunction with the accompanying Notes to the
Profit for the period
Other comprehensive income
Items that may be subsequently reclassified to profit or loss, net of tax
Effective portion of changes in the fair value of cash flow hedges
Foreign currency translation of foreign operations
Items that will not be subsequently reclassified to profit or loss, net of tax
Fair value (loss)/gain on equity investments designated as at fair value through
other comprehensive income
Actuarial (loss)/gain on defined benefit superannuation plans
Other comprehensive income/(loss) for the period, net of tax
Total comprehensive income for the period
Total comprehensive income for the period attributable to:
Equity holders of the parent entity
Non-controlling interests
Total comprehensive income for the period from continuing operations attributable to:
Equity holders of the parent entity
Non-controlling interests
1 Refer to Note 1.1 for further details.
2021
$M
RESTATED1
2020
$M
2,139
1,209
25
(9)
(9)
(54)
(5)
(11)
–
2,139
2,076
63
2,139
1,619
–
1,619
1
4
(58)
1,151
1,109
42
1,151
872
10
882
CENTS
CENTS
The above Consolidated Statement of Other Comprehensive Income should be read in conjunction with the accompanying
Notes to the Consolidated Financial Statements.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
80
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Other current assets
Assets held for sale or distribution
Total current assets
Non‑current assets
Trade and other receivables
Other financial assets
Lease assets
Property, plant and equipment
Intangible assets
Investments in associates
Deferred tax assets
Other non-current assets
Total non‑current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Current tax payable
Other financial liabilities
Provisions
Other current liabilities
Liabilities associated with assets held for distribution
Total current liabilities
Non‑current liabilities
Lease liabilities
Borrowings
Other financial liabilities
Deferred tax liabilities
Provisions
Other non-current liabilities
Total non‑current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Equity attributable to equity holders of the parent entity
Non-controlling interests
Total equity
1 Refer to Note 1.1 for further details.
NOTE
4.5.1
3.1
3.2
5.3.1
3.1
3.2
3.3.1
3.4
3.5
3.7.3
3.8
3.3.2
4.6.3
3.2
3.9
5.3.2
5.3.1
3.3.2
4.6.3
3.2
3.7.3
3.9
4.3
4.4
5.4.3
2021
$M
RESTATED1
2020
$M
1,009
649
3,132
19
18
4,827
10,959
15,786
133
105
9,553
7,477
4,671
30
1,371
110
23,450
39,236
6,467
1,495
119
252
165
1,518
7,870
17,886
5,231
23,117
10,521
2,753
251
–
804
51
14,380
37,497
1,739
5,253
(6,989)
3,115
1,379
360
1,739
2,068
740
4,434
534
16
7,792
333
8,125
154
168
12,062
8,742
7,717
57
1,327
120
30,347
38,472
7,508
1,826
2,027
131
84
1,881
–
13,457
–
13,457
12,902
1,904
3
204
918
52
15,983
29,440
9,032
6,022
391
2,329
8,742
290
9,032
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
81
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
Balance at 27 June 2021
5,466
(213)
(6,989)
3,115
1,379
360
1,739
–
–
–
–
–
–
–
–
–
–
–
–
–
–
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT ENTITY
SHARE
CAPITAL
$M
SHARES
HELD IN
TRUST
$M
6,197
(175)
RESERVES
$M
RETAINED
EARNINGS
$M
391
–
2,329
2,074
TOTAL
$M
8,742
2,074
NON‑
CONTROLLING
INTERESTS
(904)
(6,966)
139
(139)
173
(177)
13
13
–
–
–
–
(390)
102
(11)
2
2,063
(1,277)
2,076
(1,277)
(7,870)
–
173
(177)
(390)
102
–
–
–
–
–
–
–
TOTAL
EQUITY
$M
9,032
2,139
–
2,139
(1,327)
(7,870)
–
173
(177)
(390)
103
$M
290
65
(2)
63
(50)
–
–
–
–
–
1
–
56
56
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT ENTITY
SHARE
CAPITAL
$M
SHARES
HELD IN
TRUST
$M
RESERVES
$M
RETAINED
EARNINGS
$M
NON‑
CONTROLLING
INTERESTS
$M
TOTAL
$M
TOTAL
EQUITY
$M
6,033
(205)
490
3,783
10,101
383
10,484
(1,329)
2,454
1,165
(1,329)
8,772
1,165
(69)
314
44
(1,398)
9,086
1,209
4
(56)
(2)
(58)
1,169
(1,297)
1,109
(1,297)
42
(66)
1,151
(1,363)
–
3
–
–
–
164
(102)
96
–
–
–
–
–
164
(102)
96
–
–
(60)
(60)
–
–
–
96
391
135
(135)
164
(3)
(102)
–
(175)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2021
Balance at 28 June 2020
Profit for the period
Other comprehensive income/(loss)
for the period, net of tax
Total comprehensive income for the
period, net of tax
Dividends paid
Demerger distribution
Issue/(transfer) of shares to satisfy
employee long-term incentive plans
Issue of shares to satisfy the dividend
reinvestment plan
Purchase of shares by the Woolworths
Employee Share Trust
Recognition of non-controlling interest
from acquisition of subsidiary
Recognition of put option over
non-controlling interest
Share-based payments expense
2020
reported
Balance at 30 June 2019, as previously
Adjustment on initial application
of AASB 16, net of tax
Profit for the period
Other comprehensive income/(loss)
for the period, net of tax
Total comprehensive income for the
period, net of tax
Dividends paid
Issue/(transfer) of shares to satisfy
employee long-term incentive plans
Issue of shares to satisfy the dividend
reinvestment plan
Purchase of shares by the Woolworths
Employee Share Trust
Share-based payments expense
Balance at 28 June 2020
Consolidated Financial Statements.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the
6,197
2,329
8,742
290
9,032
Adjusted balance at 1 July 2019
6,033
(205)
490
80
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
81
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Other current assets
Assets held for sale or distribution
Total current assets
Non‑current assets
Trade and other receivables
Other financial assets
Lease assets
Property, plant and equipment
Intangible assets
Investments in associates
Deferred tax assets
Other non-current assets
Total non‑current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Current tax payable
Other financial liabilities
Provisions
Other current liabilities
Total current liabilities
Non‑current liabilities
Lease liabilities
Borrowings
Other financial liabilities
Deferred tax liabilities
Provisions
Other non-current liabilities
Total non‑current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Liabilities associated with assets held for distribution
NOTE
4.5.1
3.1
3.2
5.3.1
3.1
3.2
3.3.1
3.4
3.5
3.7.3
3.8
3.3.2
4.6.3
3.2
3.9
5.3.2
5.3.1
3.3.2
4.6.3
3.2
3.7.3
3.9
4.3
4.4
5.4.3
2021
$M
RESTATED1
2020
$M
1,009
649
3,132
19
18
4,827
10,959
15,786
133
105
9,553
7,477
4,671
30
1,371
110
23,450
39,236
6,467
1,495
119
252
165
1,518
7,870
17,886
5,231
23,117
10,521
2,753
251
–
804
51
14,380
37,497
1,739
5,253
(6,989)
3,115
1,379
360
1,739
2,068
740
4,434
534
16
7,792
333
8,125
154
168
12,062
8,742
7,717
57
1,327
120
30,347
38,472
7,508
1,826
2,027
131
84
1,881
13,457
–
–
13,457
12,902
1,904
3
204
918
52
15,983
29,440
9,032
6,022
391
2,329
8,742
290
9,032
2021
Balance at 28 June 2020
Profit for the period
Other comprehensive income/(loss)
for the period, net of tax
Total comprehensive income for the
period, net of tax
Dividends paid
Demerger distribution
Issue/(transfer) of shares to satisfy
employee long-term incentive plans
Issue of shares to satisfy the dividend
reinvestment plan
Purchase of shares by the Woolworths
Employee Share Trust
Recognition of non-controlling interest
from acquisition of subsidiary
Recognition of put option over
non-controlling interest
Share-based payments expense
Balance at 27 June 2021
2020
Balance at 30 June 2019, as previously
reported
Adjustment on initial application
of AASB 16, net of tax
Adjusted balance at 1 July 2019
Profit for the period
Other comprehensive income/(loss)
for the period, net of tax
Total comprehensive income for the
period, net of tax
Dividends paid
Issue/(transfer) of shares to satisfy
employee long-term incentive plans
Issue of shares to satisfy the dividend
reinvestment plan
Purchase of shares by the Woolworths
Employee Share Trust
Share-based payments expense
Balance at 28 June 2020
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT ENTITY
SHARE
CAPITAL
$M
6,197
–
–
–
–
(904)
SHARES
HELD IN
TRUST
$M
(175)
–
–
–
–
–
RESERVES
$M
391
–
13
RETAINED
EARNINGS
$M
2,329
2,074
TOTAL
$M
8,742
2,074
(11)
2
13
–
(6,966)
2,063
(1,277)
–
2,076
(1,277)
(7,870)
–
139
(139)
–
173
(177)
–
–
–
–
–
–
–
173
–
–
–
–
–
5,466
(177)
–
–
–
(213)
NON‑
CONTROLLING
INTERESTS
$M
290
65
(2)
63
(50)
–
–
–
–
TOTAL
EQUITY
$M
9,032
2,139
–
2,139
(1,327)
(7,870)
–
173
(177)
–
56
56
W
(390)
102
(6,989)
–
–
3,115
(390)
102
1,379
–
1
360
(390)
103
1,739
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT ENTITY
SHARE
CAPITAL
$M
SHARES
HELD IN
TRUST
$M
RESERVES
$M
RETAINED
EARNINGS
$M
NON‑
CONTROLLING
INTERESTS
$M
TOTAL
$M
TOTAL
EQUITY
$M
6,033
(205)
490
3,783
10,101
383
10,484
–
6,033
–
–
(205)
–
–
–
–
–
–
–
–
–
490
–
(60)
(60)
–
(1,329)
2,454
1,165
(1,329)
8,772
1,165
(69)
314
44
(1,398)
9,086
1,209
4
(56)
(2)
(58)
1,169
(1,297)
1,109
(1,297)
42
(66)
1,151
(1,363)
135
(135)
164
(3)
–
–
3
–
–
6,197
(102)
–
(175)
–
96
391
–
–
2,329
–
164
(102)
96
8,742
–
–
–
–
290
–
164
(102)
96
9,032
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
Equity attributable to equity holders of the parent entity
Non-controlling interests
Total equity
1 Refer to Note 1.1 for further details.
Consolidated Financial Statements.
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
82
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
for the period ended 27 June 2021
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Payments for the interest component of lease liabilities
Finance costs paid on borrowings
Income tax paid
Net cash provided by operating activities
Cash flows from investing activities
Proceeds and advances from the sale of property, plant and equipment
Payments for property, plant and equipment and intangible assets
Proceeds from the sale of subsidiaries and investments, net of cash disposed
Payments for the purchase of businesses, net of cash acquired
Payments for the purchase of investments
Proceeds from/(net advances) to related parties
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Repayment of the principal component of lease liabilities
Proceeds from borrowings
Repayment of borrowings
Dividends paid
Dividends paid to non-controlling interests
Payments for shares held in trust
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
NOTE
2021
$M
2020
$M
1 BASIS OF PREPARATION
72,688
(66,526)
(687)
(113)
(738)
4,624
389
(2,389)
19
(209)
(35)
12
13
(2,200)
(1,158)
971
(1,525)
(1,104)
(50)
(177)
(3,043)
(619)
(3)
2,068
1,446
68,898
(62,831)
(701)
(155)
(650)
4,561
261
(2,149)
34
(81)
(10)
(4)
4
(1,945)
(1,066)
1,554
(799)
(1,133)
(66)
(102)
(1,612)
1,004
(2)
1,066
2,068
3.3.4
4.5.2
3.3.4
4.6.3
4.6.3
4.2
4.5.1
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
83
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
1.1
BASIS OF PREPARATION
This section describes the financial reporting framework within which the Consolidated Financial
Statements are prepared and a statement of compliance with the Corporations Act 2001 and
Australian Accounting Standards and Interpretations.
Woolworths Group Limited (the Company) is a for-profit company which is incorporated and domiciled in Australia.
The Financial Report of the Company is for the 52-week period ended 27 June 2021 and comprises the Company and its
subsidiaries (together referred to as the Group). The comparative period is for the 52-week period ended 28 June 2020.
The Financial Report was authorised for issue by the directors on 26 August 2021.
The Consolidated Financial Statements are presented in Australian dollars and amounts have been rounded to the nearest
million dollars unless otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191.
The Consolidated Financial Statements have been prepared on the historical cost basis except for financial assets at fair
value through other comprehensive income, derivative assets and liabilities, and certain financial liabilities which have been
measured at fair value, as explained in the accounting policies.
The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements,
unless otherwise stated.
Certain comparative amounts have been re-presented to conform with the current period’s presentation to better reflect the
nature of the financial position and performance of the Group. In addition:
• On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two
of the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations.
In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations, the Group has:
–
presented the profit or loss from Endeavour Group separately from its continuing operations in its Consolidated
Statement of Profit or Loss and Consolidated Statement of Other Comprehensive Income in the current period and
restated the prior period. Refer to Note 5.2 for further details;
–
presented the assets and liabilities of Endeavour Group as held for distribution separately from other assets and
liabilities in the Consolidated Statement of Financial Position as at 27 June 2021 with no re-presentation of amounts
presented in the prior period. Refer to Note 5.3 for further details; and
–
continued to present the Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows
including both continuing operations and discontinued operations.
• The Group has reclassified $266 million from non-current lease liabilities to current lease liabilities in the Consolidated
Statement of Financial Position as at 28 June 2020, to reflect that these lease liabilities are expected to settle within
12 months after the reporting period. This has not resulted in a change to the total liabilities or net assets of the Group
at 28 June 2020.
The Consolidated Financial Statements of the Group are general purpose financial statements which have been prepared
in accordance with the Corporations Act 2001, and Australian Accounting Standards and Interpretations.
Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial
Report has been prepared in accordance with and complies with IFRS as issued by the IASB.
82
Consolidated Statement of Cash Flows
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Finance costs paid on borrowings
Income tax paid
Net cash provided by operating activities
Cash flows from investing activities
Proceeds and advances from the sale of property, plant and equipment
Payments for property, plant and equipment and intangible assets
Proceeds from the sale of subsidiaries and investments, net of cash disposed
Payments for the purchase of businesses, net of cash acquired
Payments for the purchase of investments
Proceeds from/(net advances) to related parties
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Repayment of the principal component of lease liabilities
Proceeds from borrowings
Repayment of borrowings
Dividends paid
Dividends paid to non-controlling interests
Payments for shares held in trust
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
NOTE
2021
$M
2020
$M
72,688
(66,526)
68,898
(62,831)
4.5.2
4,624
(2,200)
(1,945)
(687)
(113)
(738)
389
(2,389)
19
(209)
(35)
12
13
(1,158)
971
(1,525)
(1,104)
(50)
(177)
(3,043)
(619)
(3)
2,068
1,446
(701)
(155)
(650)
4,561
261
(2,149)
34
(81)
(10)
(4)
4
(1,066)
1,554
(799)
(1,133)
(66)
(102)
(1,612)
1,004
(2)
1,066
2,068
3.3.4
4.6.3
4.6.3
4.2
4.5.1
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
Notes to the Consolidated Financial Statements
for the period ended 27 June 2021
1 BASIS OF PREPARATION
83
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Payments for the interest component of lease liabilities
3.3.4
1.1
BASIS OF PREPARATION
This section describes the financial reporting framework within which the Consolidated Financial
Statements are prepared and a statement of compliance with the Corporations Act 2001 and
Australian Accounting Standards and Interpretations.
Woolworths Group Limited (the Company) is a for-profit company which is incorporated and domiciled in Australia.
The Financial Report of the Company is for the 52-week period ended 27 June 2021 and comprises the Company and its
subsidiaries (together referred to as the Group). The comparative period is for the 52-week period ended 28 June 2020.
The Financial Report was authorised for issue by the directors on 26 August 2021.
The Consolidated Financial Statements are presented in Australian dollars and amounts have been rounded to the nearest
million dollars unless otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191.
The Consolidated Financial Statements have been prepared on the historical cost basis except for financial assets at fair
value through other comprehensive income, derivative assets and liabilities, and certain financial liabilities which have been
measured at fair value, as explained in the accounting policies.
The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements,
unless otherwise stated.
Certain comparative amounts have been re-presented to conform with the current period’s presentation to better reflect the
nature of the financial position and performance of the Group. In addition:
• On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two
of the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations.
In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations, the Group has:
–
–
–
presented the profit or loss from Endeavour Group separately from its continuing operations in its Consolidated
Statement of Profit or Loss and Consolidated Statement of Other Comprehensive Income in the current period and
restated the prior period. Refer to Note 5.2 for further details;
presented the assets and liabilities of Endeavour Group as held for distribution separately from other assets and
liabilities in the Consolidated Statement of Financial Position as at 27 June 2021 with no re-presentation of amounts
presented in the prior period. Refer to Note 5.3 for further details; and
continued to present the Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows
including both continuing operations and discontinued operations.
• The Group has reclassified $266 million from non-current lease liabilities to current lease liabilities in the Consolidated
Statement of Financial Position as at 28 June 2020, to reflect that these lease liabilities are expected to settle within
12 months after the reporting period. This has not resulted in a change to the total liabilities or net assets of the Group
at 28 June 2020.
The Consolidated Financial Statements of the Group are general purpose financial statements which have been prepared
in accordance with the Corporations Act 2001, and Australian Accounting Standards and Interpretations.
Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial
Report has been prepared in accordance with and complies with IFRS as issued by the IASB.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
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E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
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E
P
O
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T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
84
Notes to the Consolidated Financial Statements
BASIS OF
PREPARATION 1
1.2
SIGNIFICANT ACCOUNTING POLICIES
1.2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
This section sets out the significant accounting policies upon which the Group’s Consolidated Financial
Statements are prepared as a whole and significant accounting policies not otherwise described in the
Notes to the Consolidated Financial Statements. Where a significant accounting policy is specific to a note
to the Consolidated Financial Statements, the policy is described within that note. This section also shows
information on new accounting standards, amendments, and interpretations not yet adopted and the
impact they will have on the Group’s Consolidated Financial Statements.
Basis of consolidation
1.2.1
The Consolidated Financial Statements of the Company incorporate the assets, liabilities, and results of all subsidiaries
as at and for the period ended 27 June 2021. Subsidiaries are all entities over which the Group has control. The Group controls
an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and are deconsolidated from the date that control ceases.
Intragroup balances and transactions, and any unrealised gains and losses arising from intragroup transactions, are eliminated
in preparing the Consolidated Financial Statements.
Inventories
1.2.2
Inventories are valued at the lower of cost and net realisable value.
Cost is determined on a weighted average basis after deducting supplier rebates and settlement discounts, and includes other
costs incurred to bring inventory to its present condition and location for sale.
Net realisable value of inventory has been determined as the estimated selling price in the ordinary course of business,
less estimated selling expenses.
as operating cash flows.
Investments in associates
1.2.3
Associates are those entities in which the Group has significant influence but not control or joint control over the financial and
operating policies. Investments in associates are initially recognised at cost, including transaction costs, and are accounted for
using the equity method by including the Group’s share of profit or loss and other comprehensive income of associates in the
carrying amount of the investment until the date on which significant influence ceases. Dividends received reduce the carrying
amount of the investment in associates.
1.2.4
Foreign currency
Functional and presentation currency
(i)
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The Consolidated Financial Statements are
presented in Australian dollars (AUD), which is the Company’s functional currency.
Foreign currency transactions (entities with a functional currency of AUD)
(ii)
Foreign currency transactions are translated into AUD using the exchange rates at the dates of the transactions. Assets and
liabilities denominated in foreign currencies are translated to AUD at the reporting date at the following exchange rates:
FOREIGN CURRENCY AMOUNT
Monetary assets and liabilities
Non-monetary assets and liabilities measured at historical cost
APPLICABLE EXCHANGE RATE
Reporting date
Date of transaction
Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Profit or Loss in the period
in which they arise except:
• Exchange differences on transactions entered to hedge certain foreign currency risks (refer to Note 4.7); and
•
Items noted within paragraph (iii).
(iii)
Foreign operations (entities with a functional currency other than AUD)
The profit or loss and financial position of foreign operations are translated to AUD at the following exchange rates:
FOREIGN CURRENCY AMOUNT
Revenues and expenses
arising on consolidation
Equity items
Assets and liabilities, including goodwill and fair value adjustments
APPLICABLE EXCHANGE RATE
Average for the period
Reporting date
Historical rates
The following foreign exchange differences are recognised in other comprehensive income:
• Foreign currency differences arising on translation of foreign operations; and
• Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement
of which is neither planned nor likely in the foreseeable future. These monetary items and related hedges are considered
to form part of the net investment in a foreign operation and are reclassified into the Consolidated Statement of Profit
or Loss upon disposal of the net investment.
1.2.5
Goods and Services Tax (GST)
Revenue, expenses, and assets are recognised net of GST, except where the GST incurred is not recoverable from the taxation
authority, in which case the GST is recognised as part of the expense or cost of the asset.
Receivables and payables are stated with the amount of GST included. The net amounts of GST recoverable from or payable
to the taxation authorities are included as a current asset or current liability in the Consolidated Statement of Financial Position.
Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from or payable to taxation authorities are classified
1.2.6
New and amended standards adopted by the Group
The Group has adopted all relevant new and amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board which are effective for annual reporting periods beginning on or after 29 June 2020. None
of the new standards or amendments to standards that are mandatory for the first time materially affected any of the
amounts recognised in the current period or any prior period.
1.2.7
Issued standards and interpretations not early adopted
The table below lists the standards and amendments to standards on issue but not yet effective that were available for early
adoption and were applicable to the Group. The reported profit or loss and financial position of the Group are not expected
to change on adoption of any of the amendments to current standards listed below, unless stated otherwise, as they do not
result in any changes to the Group’s existing accounting policies.
EFFECTIVE DATE
ADOPTION DATE
NEW STANDARDS, INTERPRETATIONS, AND AMENDMENTS
REFERENCE
1 January 2021
28 June 2021
Amendments to Australian Accounting Standards – Interest Rate
AASB 2020-8
1 April 2021
28 June 2021
Amendments to Australian Accounting Standards – COVID-19-Related
AASB 2021-3
Benchmark Reform – Phase 2
Rent Concessions beyond 30 June 2021
1 January 2022
27 June 2022 1
Amendments to Australian Accounting Standards – Annual
AASB 2020-3
Improvements 2018–2020 and Other Amendments
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Classification
AASB 2020-1
of Liabilities as Current or Non-current
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Disclosure
AASB 2021-2
of Accounting Policies and Definition of Accounting Estimates
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Deferred Tax
AASB 2021-5
related to Assets and Liabilities arising from a Single Transaction
1 This represents the date the amendment is mandatorily effective for the Group. The Group may elect to early adopt the amendment.
85
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2
0
2
1
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O
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T
H
S
G
R
O
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P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
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M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
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T
D
I
R
E
C
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O
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84
Notes to the Consolidated Financial Statements
1.2
SIGNIFICANT ACCOUNTING POLICIES
1.2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BASIS OF
PREPARATION 1
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This section sets out the significant accounting policies upon which the Group’s Consolidated Financial
Statements are prepared as a whole and significant accounting policies not otherwise described in the
Notes to the Consolidated Financial Statements. Where a significant accounting policy is specific to a note
to the Consolidated Financial Statements, the policy is described within that note. This section also shows
information on new accounting standards, amendments, and interpretations not yet adopted and the
impact they will have on the Group’s Consolidated Financial Statements.
1.2.1
Basis of consolidation
The Consolidated Financial Statements of the Company incorporate the assets, liabilities, and results of all subsidiaries
as at and for the period ended 27 June 2021. Subsidiaries are all entities over which the Group has control. The Group controls
an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and are deconsolidated from the date that control ceases.
Intragroup balances and transactions, and any unrealised gains and losses arising from intragroup transactions, are eliminated
in preparing the Consolidated Financial Statements.
1.2.2
Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost is determined on a weighted average basis after deducting supplier rebates and settlement discounts, and includes other
costs incurred to bring inventory to its present condition and location for sale.
Net realisable value of inventory has been determined as the estimated selling price in the ordinary course of business,
Associates are those entities in which the Group has significant influence but not control or joint control over the financial and
operating policies. Investments in associates are initially recognised at cost, including transaction costs, and are accounted for
using the equity method by including the Group’s share of profit or loss and other comprehensive income of associates in the
carrying amount of the investment until the date on which significant influence ceases. Dividends received reduce the carrying
less estimated selling expenses.
1.2.3
Investments in associates
amount of the investment in associates.
1.2.4
Foreign currency
(i)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The Consolidated Financial Statements are
presented in Australian dollars (AUD), which is the Company’s functional currency.
(ii)
Foreign currency transactions (entities with a functional currency of AUD)
Foreign currency transactions are translated into AUD using the exchange rates at the dates of the transactions. Assets and
liabilities denominated in foreign currencies are translated to AUD at the reporting date at the following exchange rates:
FOREIGN CURRENCY AMOUNT
Monetary assets and liabilities
Non-monetary assets and liabilities measured at historical cost
APPLICABLE EXCHANGE RATE
Reporting date
Date of transaction
Foreign exchange differences arising on translation are recognised in the Consolidated Statement of Profit or Loss in the period
in which they arise except:
•
Items noted within paragraph (iii).
• Exchange differences on transactions entered to hedge certain foreign currency risks (refer to Note 4.7); and
(iii)
The profit or loss and financial position of foreign operations are translated to AUD at the following exchange rates:
Foreign operations (entities with a functional currency other than AUD)
FOREIGN CURRENCY AMOUNT
Revenues and expenses
Assets and liabilities, including goodwill and fair value adjustments
arising on consolidation
Equity items
APPLICABLE EXCHANGE RATE
Average for the period
Reporting date
Historical rates
The following foreign exchange differences are recognised in other comprehensive income:
• Foreign currency differences arising on translation of foreign operations; and
• Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement
of which is neither planned nor likely in the foreseeable future. These monetary items and related hedges are considered
to form part of the net investment in a foreign operation and are reclassified into the Consolidated Statement of Profit
or Loss upon disposal of the net investment.
Goods and Services Tax (GST)
1.2.5
Revenue, expenses, and assets are recognised net of GST, except where the GST incurred is not recoverable from the taxation
authority, in which case the GST is recognised as part of the expense or cost of the asset.
Receivables and payables are stated with the amount of GST included. The net amounts of GST recoverable from or payable
to the taxation authorities are included as a current asset or current liability in the Consolidated Statement of Financial Position.
Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from or payable to taxation authorities are classified
as operating cash flows.
New and amended standards adopted by the Group
1.2.6
The Group has adopted all relevant new and amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board which are effective for annual reporting periods beginning on or after 29 June 2020. None
of the new standards or amendments to standards that are mandatory for the first time materially affected any of the
amounts recognised in the current period or any prior period.
Issued standards and interpretations not early adopted
1.2.7
The table below lists the standards and amendments to standards on issue but not yet effective that were available for early
adoption and were applicable to the Group. The reported profit or loss and financial position of the Group are not expected
to change on adoption of any of the amendments to current standards listed below, unless stated otherwise, as they do not
result in any changes to the Group’s existing accounting policies.
EFFECTIVE DATE
ADOPTION DATE
NEW STANDARDS, INTERPRETATIONS, AND AMENDMENTS
REFERENCE
1 January 2021
28 June 2021
Amendments to Australian Accounting Standards – Interest Rate
Benchmark Reform – Phase 2
AASB 2020-8
1 April 2021
28 June 2021
Amendments to Australian Accounting Standards – COVID-19-Related
Rent Concessions beyond 30 June 2021
AASB 2021-3
1 January 2022
27 June 2022 1
Amendments to Australian Accounting Standards – Annual
Improvements 2018–2020 and Other Amendments
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Classification
of Liabilities as Current or Non-current
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Disclosure
of Accounting Policies and Definition of Accounting Estimates
1 January 2023
26 June 2023 1
Amendments to Australian Accounting Standards – Deferred Tax
related to Assets and Liabilities arising from a Single Transaction
AASB 2020-3
AASB 2020-1
AASB 2021-2
AASB 2021-5
1 This represents the date the amendment is mandatorily effective for the Group. The Group may elect to early adopt the amendment.
1
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Notes to the Consolidated Financial Statements
BASIS OF
PREPARATION 1
1.3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
1.4
INDIVIDUALLY SIGNIFICANT ITEMS
This section describes the critical accounting estimates and judgements that have been applied
and may have a material impact on the Group’s Consolidated Financial Statements.
Individually significant items represent non‑recurring income received and expenses incurred that
are not part of the core operations of the Group.
In applying the Group’s accounting policies, the directors are required to make estimates, judgements, and assumptions
that affect amounts reported in this Financial Report. The estimates, judgements, and assumptions are based on historical
experience, adjusted for current market conditions, and other factors that are believed to be reasonable under the
circumstances, and are reviewed on a regular basis. Actual results may differ from these estimates.
The estimates and judgements which involve a higher degree of complexity or that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next period are included in the following notes:
• Note 3.2 – Other financial assets and liabilities;
• Note 3.3 – Leases;
• Note 3.6 – Impairment of non-financial assets; and
• Note 3.9 – Provisions.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that
period; or in the period and future periods if the revision affects both current and future periods.
Gain on disposal of previously held equity interest in Quantium
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follows:
2021
Continuing operations
Australian Food
Supply chain network review
Metro asset impairment
Other
Transaction costs
Total Group significant items
Supply chain network review
Metro asset impairment
network’s performance.
Significant items have been highlighted to help users of this Financial Report understand the financial performance of the
Group during the reporting period.
The significant items included within branch and administration expenses in the Consolidated Statement of Profit or Loss are as
PROFIT BEFORE
INCOME TAX
INCOME TAX
BENEFIT
$M
$M
PROFIT FOR
THE PERIOD
$M
(44)
(50)
221
(68)
59
13
15
–
15
43
(31)
(35)
221
(53)
102
During the period, the Group announced the closure of the temperature-controlled operations at one site in New South Wales
as part of the ongoing supply chain network review. An expense of $44 million was recognised in the period relating to the
estimated redundancy costs for impacted team members.
During the period, the Group recognised expenses totalling $50 million relating to non-cash asset impairments and other
store exit costs for 13 Metro Food Stores. The charge is reflective of the negative impacts of COVID-19 on the Metro
Gain on disposal of previously held equity interest in Quantium
During the period, the Group recognised a $221 million net gain on disposal of its previously held interest in Quantium.
Following the Group’s acquisition of an additional equity interest in Quantium, the Group’s previously held equity interest
of 47.2% was treated as if it were disposed of and reacquired at fair value. Accordingly, it was remeasured to its acquisition-date
fair value and, when compared to its carrying amount, a gain of $228 million was recognised.
In addition, the Group recognised a $7 million net charge for transaction and integration costs and other transaction related gains.
Transaction costs
regulatory costs.
During the period, the Group incurred $68 million in transaction costs related to the demerger of Endeavour Group
($48 million) and costs associated with the acquisition of PFD ($20 million). The costs include advisor fees and legal and other
86
Notes to the Consolidated Financial Statements
BASIS OF
PREPARATION 1
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1.3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
1.4
INDIVIDUALLY SIGNIFICANT ITEMS
This section describes the critical accounting estimates and judgements that have been applied
and may have a material impact on the Group’s Consolidated Financial Statements.
Individually significant items represent non‑recurring income received and expenses incurred that
are not part of the core operations of the Group.
In applying the Group’s accounting policies, the directors are required to make estimates, judgements, and assumptions
that affect amounts reported in this Financial Report. The estimates, judgements, and assumptions are based on historical
experience, adjusted for current market conditions, and other factors that are believed to be reasonable under the
circumstances, and are reviewed on a regular basis. Actual results may differ from these estimates.
The estimates and judgements which involve a higher degree of complexity or that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next period are included in the following notes:
• Note 3.2 – Other financial assets and liabilities;
• Note 3.3 – Leases;
• Note 3.6 – Impairment of non-financial assets; and
• Note 3.9 – Provisions.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that
period; or in the period and future periods if the revision affects both current and future periods.
Significant items have been highlighted to help users of this Financial Report understand the financial performance of the
Group during the reporting period.
The significant items included within branch and administration expenses in the Consolidated Statement of Profit or Loss are as
follows:
2021
Continuing operations
Australian Food
Supply chain network review
Metro asset impairment
Other
Gain on disposal of previously held equity interest in Quantium
Transaction costs
Total Group significant items
PROFIT BEFORE
INCOME TAX
$M
INCOME TAX
BENEFIT
$M
PROFIT FOR
THE PERIOD
$M
(44)
(50)
221
(68)
59
13
15
–
15
43
(31)
(35)
221
(53)
102
Supply chain network review
During the period, the Group announced the closure of the temperature-controlled operations at one site in New South Wales
as part of the ongoing supply chain network review. An expense of $44 million was recognised in the period relating to the
estimated redundancy costs for impacted team members.
Metro asset impairment
During the period, the Group recognised expenses totalling $50 million relating to non-cash asset impairments and other
store exit costs for 13 Metro Food Stores. The charge is reflective of the negative impacts of COVID-19 on the Metro
network’s performance.
Gain on disposal of previously held equity interest in Quantium
During the period, the Group recognised a $221 million net gain on disposal of its previously held interest in Quantium.
Following the Group’s acquisition of an additional equity interest in Quantium, the Group’s previously held equity interest
of 47.2% was treated as if it were disposed of and reacquired at fair value. Accordingly, it was remeasured to its acquisition-date
fair value and, when compared to its carrying amount, a gain of $228 million was recognised.
In addition, the Group recognised a $7 million net charge for transaction and integration costs and other transaction related gains.
Transaction costs
During the period, the Group incurred $68 million in transaction costs related to the demerger of Endeavour Group
($48 million) and costs associated with the acquisition of PFD ($20 million). The costs include advisor fees and legal and other
regulatory costs.
1
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88
Notes to the Consolidated Financial Statements
1.5
FINANCIAL REPORTING IMPACTS OF COVID‑19
2 GROUP PERFORMANCE
The COVID‑19 pandemic has had a material impact on the Group’s financial performance for the period.
This section provides a summary of the key financial reporting impacts of COVID‑19.
2.1
REVENUE FROM THE SALE OF GOODS AND SERVICES FROM CONTINUING OPERATIONS
The financial performance of the Group and its reportable segments has been materially impacted by the COVID-19 pandemic.
The Group’s period ended 27 June 2021 (F21) trading performance was strong with sales growth of 5.7%, EBIT from continuing
operations up 39.2% to $2,823 million, and profit after tax from continuing operations attributable to equity holders of the
parent entity up 72.7% to $1,606 million. After very strong EBIT growth in the first half of F21 (H1 F21), EBIT growth for the
second half of F21 (H2 F21) was impacted by the cycling of COVID-19 from late February in the prior period.
The financial performance of the Group’s reportable segments, including the impacts of COVID-19, is as follows:
• Australian Food – sales increased by 5.4% for the period. H1 F21 sales growth of 10.6% benefitted from COVID-19-related
demand. H2 F21 sales growth of 0.2% was impacted by cycling 10.4% sales growth in H2 of the period ended 28 June 2020
(F20) from COVID-19-related pantry loading. COVID-19 costs of $205 million (excluding discretionary team discount
and bonus payments) remained material but declined significantly on the prior period and, together with gross margin
improvements, led to 13.7% EBIT growth for the period. In Woolworths Supermarkets, store-originated sales increased
by 2.0% for F21 driven by a 7.2% increase in H1 F21. Sales slowed as expected in H2 F21 as customers shopped more
frequently with smaller basket sizes. In WooliesX, eCommerce sales increased 74.7% compared to the prior period with
sales penetration of 7.9%. Customer scores were broadly in line with the prior period with improvements in Ease of Pick up,
Queue Wait Time and Fruit & Veg despite the ongoing disruption from COVID-19.
• New Zealand Food – sales growth in H1 F21 was impacted by low market growth, particularly during the summer tourist
season. In H2 F21, sales declined by 7.8% as the business cycled New Zealand’s restrictive COVID-19 lockdown period. EBIT
declined 6.4% for the period reflecting the lower sales. eCommerce sales grew 27.7% despite cycling elevated sales from
COVID-19 impacts in H2 F20.
• BIG W – after sales growth of 20.1% in H1 F21, sales growth moderated in H2 F21 but remained positive at 2.3% despite
the negative impact of lockdowns across Victoria and New South Wales in the half. Gross margin improved with H2 F21
category mix changes due to cycling elevated sales of lower margin COVID-19-impacted categories, including Leisure and
Toys and Home Essentials in F20. EBIT increased by 344.9% in the period to $172 million.
• Endeavour Drinks – sales increased by 9.6% with EBIT increasing by 17.7%, reflecting a continuation of the in-home
consumption and premiumisation trends. eCommerce sales increased 34.7% in F21 with sales penetration of 8.4%.
Penetration has remained high even in periods when lockdowns and on-premise restrictions have eased.
• Hotels – delivered materially higher earnings than the prior period with EBIT increasing 52% to $261 million. While some
disruption to trading continued due to lockdowns, sales and EBIT growth in H2 F21 benefitted from cycling a period where
venues were closed for most of the final four months of F20. The most significant impact of COVID-19 lockdowns and
restrictions was in the key state of Victoria, where operations were somewhat impacted throughout the period. Hotels
re-entered lockdown in early July 2020 and re-opened in early November with capacity limits and trading restrictions
in place. There were further short-term snap lockdowns in both February and June.
FINANCIAL REPORTING IMPACTS OF COVID-19
In addition to the impact on financial performance, the Group has also considered the impact of the COVID-19
pandemic across its businesses. Details about the impact of COVID-19 are included in the following notes:
• Note 3.1 – Trade and other receivables; and
• Note 3.6 – Impairment of non-financial assets.
PERFORMANCE 2
GROUP
2021
$M
RESTATED1
2020
$M
49,598
48,875
4,743
1,353
2,905
1,300
55,694
53,080
89
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The Group’s revenue from continuing operations mainly comprises the sale of goods in‑store and online.
Sale of goods in-store
Sale of goods online
Other2
1 Refer to Note 1.1 for further details.
2 Other includes revenue from wholesale distribution of food and related products, and commission received on financial services.
SIGNIFICANT ACCOUNTING POLICIES
Revenue
The Group’s revenue from continuing operations mainly comprises the sale of goods in-store and online. Revenue
is recognised when control of the goods has transferred to the customer or when the service is provided at an amount
that reflects the consideration to which the Group expects to be entitled.
For sale of goods in-store, control of the goods transfers to the customer at the point the customer purchases the
goods in-store. For sale of goods online, control of the goods transfers to the customer at the point the goods are
delivered to, or collected by, the customer. Where payment for the goods is received prior to control transferring
to the customer, revenue recognition is deferred in contract liabilities within trade and other payables in the
Consolidated Statement of Financial Position until the goods have been delivered to, or collected by, the customer.
Loyalty program
Rewards points granted by the Group provide customers with a material right to a discount on future purchases.
The amounts allocated to rewards points are deferred in contract liabilities within trade and other payables in the
Consolidated Statement of Financial Position until redeemed by the customer.
88
Notes to the Consolidated Financial Statements
PERFORMANCE 2
GROUP
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1.5
FINANCIAL REPORTING IMPACTS OF COVID‑19
2 GROUP PERFORMANCE
The COVID‑19 pandemic has had a material impact on the Group’s financial performance for the period.
This section provides a summary of the key financial reporting impacts of COVID‑19.
2.1
REVENUE FROM THE SALE OF GOODS AND SERVICES FROM CONTINUING OPERATIONS
The financial performance of the Group and its reportable segments has been materially impacted by the COVID-19 pandemic.
The Group’s period ended 27 June 2021 (F21) trading performance was strong with sales growth of 5.7%, EBIT from continuing
operations up 39.2% to $2,823 million, and profit after tax from continuing operations attributable to equity holders of the
parent entity up 72.7% to $1,606 million. After very strong EBIT growth in the first half of F21 (H1 F21), EBIT growth for the
second half of F21 (H2 F21) was impacted by the cycling of COVID-19 from late February in the prior period.
The financial performance of the Group’s reportable segments, including the impacts of COVID-19, is as follows:
• Australian Food – sales increased by 5.4% for the period. H1 F21 sales growth of 10.6% benefitted from COVID-19-related
demand. H2 F21 sales growth of 0.2% was impacted by cycling 10.4% sales growth in H2 of the period ended 28 June 2020
(F20) from COVID-19-related pantry loading. COVID-19 costs of $205 million (excluding discretionary team discount
and bonus payments) remained material but declined significantly on the prior period and, together with gross margin
improvements, led to 13.7% EBIT growth for the period. In Woolworths Supermarkets, store-originated sales increased
by 2.0% for F21 driven by a 7.2% increase in H1 F21. Sales slowed as expected in H2 F21 as customers shopped more
frequently with smaller basket sizes. In WooliesX, eCommerce sales increased 74.7% compared to the prior period with
sales penetration of 7.9%. Customer scores were broadly in line with the prior period with improvements in Ease of Pick up,
Queue Wait Time and Fruit & Veg despite the ongoing disruption from COVID-19.
• New Zealand Food – sales growth in H1 F21 was impacted by low market growth, particularly during the summer tourist
season. In H2 F21, sales declined by 7.8% as the business cycled New Zealand’s restrictive COVID-19 lockdown period. EBIT
declined 6.4% for the period reflecting the lower sales. eCommerce sales grew 27.7% despite cycling elevated sales from
COVID-19 impacts in H2 F20.
• BIG W – after sales growth of 20.1% in H1 F21, sales growth moderated in H2 F21 but remained positive at 2.3% despite
the negative impact of lockdowns across Victoria and New South Wales in the half. Gross margin improved with H2 F21
category mix changes due to cycling elevated sales of lower margin COVID-19-impacted categories, including Leisure and
Toys and Home Essentials in F20. EBIT increased by 344.9% in the period to $172 million.
• Endeavour Drinks – sales increased by 9.6% with EBIT increasing by 17.7%, reflecting a continuation of the in-home
consumption and premiumisation trends. eCommerce sales increased 34.7% in F21 with sales penetration of 8.4%.
Penetration has remained high even in periods when lockdowns and on-premise restrictions have eased.
• Hotels – delivered materially higher earnings than the prior period with EBIT increasing 52% to $261 million. While some
disruption to trading continued due to lockdowns, sales and EBIT growth in H2 F21 benefitted from cycling a period where
venues were closed for most of the final four months of F20. The most significant impact of COVID-19 lockdowns and
restrictions was in the key state of Victoria, where operations were somewhat impacted throughout the period. Hotels
re-entered lockdown in early July 2020 and re-opened in early November with capacity limits and trading restrictions
in place. There were further short-term snap lockdowns in both February and June.
FINANCIAL REPORTING IMPACTS OF COVID-19
In addition to the impact on financial performance, the Group has also considered the impact of the COVID-19
pandemic across its businesses. Details about the impact of COVID-19 are included in the following notes:
• Note 3.1 – Trade and other receivables; and
• Note 3.6 – Impairment of non-financial assets.
The Group’s revenue from continuing operations mainly comprises the sale of goods in‑store and online.
Sale of goods in-store
Sale of goods online
Other2
2021
$M
49,598
4,743
1,353
55,694
RESTATED1
2020
$M
48,875
2,905
1,300
53,080
1 Refer to Note 1.1 for further details.
2 Other includes revenue from wholesale distribution of food and related products, and commission received on financial services.
W
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S
S
SIGNIFICANT ACCOUNTING POLICIES
Revenue
The Group’s revenue from continuing operations mainly comprises the sale of goods in-store and online. Revenue
is recognised when control of the goods has transferred to the customer or when the service is provided at an amount
that reflects the consideration to which the Group expects to be entitled.
For sale of goods in-store, control of the goods transfers to the customer at the point the customer purchases the
goods in-store. For sale of goods online, control of the goods transfers to the customer at the point the goods are
delivered to, or collected by, the customer. Where payment for the goods is received prior to control transferring
to the customer, revenue recognition is deferred in contract liabilities within trade and other payables in the
Consolidated Statement of Financial Position until the goods have been delivered to, or collected by, the customer.
Loyalty program
Rewards points granted by the Group provide customers with a material right to a discount on future purchases.
The amounts allocated to rewards points are deferred in contract liabilities within trade and other payables in the
Consolidated Statement of Financial Position until redeemed by the customer.
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
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T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
90
Notes to the Consolidated Financial Statements
2.2
SEGMENT DISCLOSURES FROM CONTINUING OPERATIONS
2.2
SEGMENT DISCLOSURES FROM CONTINUING OPERATIONS (CONTINUED)
The Group identifies different business units that are regularly reviewed by the Board in order to allocate
resources and assess performance. These business units offer different products and services and are
managed separately. The segment disclosures present the financial performance of each business unit
and other material items.
Operating segment reporting from continuing operations
2.2.1
Reportable segments from continuing operations are identified on the basis of internal reports on the business units of the
Group that are regularly reviewed by the Board in order to allocate resources to the segment and assess its performance. These
business units offer different products and services and are managed separately.
The Group’s reportable segments from continuing operations are as follows:
• Australian Food – procurement of food and related products for resale and provision of services to customers in Australia;
• New Zealand Food – procurement of food and drinks for resale and provision of services to customers in New Zealand;
• BIG W – procurement of discount general merchandise products for resale to customers in Australia; and
• Other – consists of the Group’s other operating segments that are not separately reportable as well as various support
functions, including property and central overhead costs, and consolidation and elimination journals.
There are varying levels of integration between the Group’s reportable segments from continuing operations. This includes the
common usage of property and services and administration functions. Intersegment pricing is determined on an arm’s length basis.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two of the
Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. Consequently,
both reportable segments are no longer presented in the segment disclosures from continuing operations for the current and
prior periods. Refer to Note 5.2 for further details.
The primary reporting measure of the reportable segments is earnings before interest, tax, and significant items which
is consistent with the way management monitor and report the performance of these segments.
for Endeavour Group transformation costs and salaried team member remediation.
4 Capital expenditure is comprised of property, plant and equipment, and intangible asset acquisitions.
2021
Revenue from the sale of goods and services
Other revenue 1
Total revenue
Earnings/(loss) before interest, tax,
and significant items
Significant items 2
Earnings/(loss) before interest and tax
Finance costs
Profit before income tax
Income tax expense
Profit for the period from continuing operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure 3
AUSTRALIAN
FOOD
$M
NEW ZEALAND
FOOD
$M
44,441
–
44,441
2,432
(94)
2,338
6,652
–
6,652
336
–
336
BIG W
$M
4,583
–
4,583
172
–
172
OTHER
$M
18
117
135
(176)
153
(23)
692
882
1,209
117
136
322
106
70
102
30
46
541
CONSOLIDATED
CONTINUING
OPERATIONS
$M
55,694
117
55,811
2,764
59
2,823
(613)
2,210
(604)
1,606
945
1,134
2,174
1 Other revenue is comprised of operating lease rental income and revenue from non-operating activities across the Group and as such, is not allocated to the
reportable segments.
2 Significant items net gain before tax of $59 million includes $94 million in Australian Food for the supply chain network review and the Metro asset
impairment, which is offset by $153 million in Other for the gain on disposal of previously held equity interest in Quantium and transaction costs.
3 Capital expenditure is comprised of property, plant and equipment, and intangible asset acquisitions.
PERFORMANCE 2
GROUP
CONSOLIDATED
CONTINUING
OPERATIONS 1
$M
OTHER 1
$M
–
148
148
(144)
(283)
(427)
25
58
620
53,080
148
53,228
2,485
(459)
2,026
(671)
1,355
(417)
938
889
1,079
1,913
2.2.1
Operating segment reporting (continued)
RESTATED1 2020
Revenue from the sale of goods and services
Other revenue 2
Total revenue
Earnings/(loss) before interest, tax,
and significant items
Significant items 3
Earnings/(loss) before interest and tax
Finance costs
Profit before income tax
Income tax expense
AUSTRALIAN
NEW ZEALAND
FOOD
$M
42,151
–
42,151
2,232
(176)
2,056
FOOD
$M
6,823
–
6,823
358
–
358
BIG W
$M
4,106
–
4,106
39
–
39
Profit for the period from continuing operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure 4
647
828
1,017
114
128
212
103
65
64
1 Re-presented following the classification of Endeavour Drinks and Hotels as discontinued operations during the current period. Refer to Note 1.1
2 Other revenue is comprised of operating lease rental income and revenue from non-operating activities across the Group and as such is not allocated
for further details.
to the reportable segments.
3 Significant items before tax of $459 million includes $176 million in Australian Food for the supply chain network strategy review and $283 million in Other
2.2.2
Geographical information
The table below provides information on the geographical location of revenue from continuing operations and non-current
assets. Total revenue is allocated to a geography based on the location in which the sales originated. Non-current assets are
allocated based on the location of the operation to which they relate.
AUSTRALIA
NEW ZEALAND
OPERATIONS
CONSOLIDATED CONTINUING
2021
$M
RESTATED1
2020
$M
95
49,137
17,481
129
46,386
18,653
2021
$M
6,652
22
6,674
4,591
RESTATED1
2020
$M
2021
$M
RESTATED1
2020
$M
6,823
55,694
53,080
19
6,842
4,432
117
55,811
22,072
148
53,228
23,085
Revenue from the sale of goods and services
49,042
46,257
Other revenue
Total revenue
Non-current assets2
1 Refer to Note 1.1 for further details.
2 Non-current assets excluding derivatives and deferred tax assets.
91
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
2.2
SEGMENT DISCLOSURES FROM CONTINUING OPERATIONS
2.2
SEGMENT DISCLOSURES FROM CONTINUING OPERATIONS (CONTINUED)
PERFORMANCE 2
GROUP
91
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
90
Notes to the Consolidated Financial Statements
The Group identifies different business units that are regularly reviewed by the Board in order to allocate
resources and assess performance. These business units offer different products and services and are
managed separately. The segment disclosures present the financial performance of each business unit
and other material items.
2.2.1
Operating segment reporting from continuing operations
Reportable segments from continuing operations are identified on the basis of internal reports on the business units of the
Group that are regularly reviewed by the Board in order to allocate resources to the segment and assess its performance. These
business units offer different products and services and are managed separately.
The Group’s reportable segments from continuing operations are as follows:
• Australian Food – procurement of food and related products for resale and provision of services to customers in Australia;
• New Zealand Food – procurement of food and drinks for resale and provision of services to customers in New Zealand;
• BIG W – procurement of discount general merchandise products for resale to customers in Australia; and
• Other – consists of the Group’s other operating segments that are not separately reportable as well as various support
functions, including property and central overhead costs, and consolidation and elimination journals.
There are varying levels of integration between the Group’s reportable segments from continuing operations. This includes the
common usage of property and services and administration functions. Intersegment pricing is determined on an arm’s length basis.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two of the
Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. Consequently,
both reportable segments are no longer presented in the segment disclosures from continuing operations for the current and
prior periods. Refer to Note 5.2 for further details.
Revenue from the sale of goods and services
44,441
6,652
4,583
2021
Other revenue 1
Total revenue
Earnings/(loss) before interest, tax,
and significant items
Significant items 2
Earnings/(loss) before interest and tax
Finance costs
Profit before income tax
Income tax expense
Profit for the period from continuing operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure 3
AUSTRALIAN
NEW ZEALAND
FOOD
$M
FOOD
$M
BIG W
$M
–
–
–
44,441
6,652
4,583
2,432
(94)
2,338
692
882
1,209
336
–
336
117
136
322
172
–
172
106
70
102
CONSOLIDATED
CONTINUING
OPERATIONS
$M
55,694
117
55,811
2,764
59
2,823
(613)
2,210
(604)
1,606
945
1,134
2,174
OTHER
$M
18
117
135
(176)
153
(23)
30
46
541
1 Other revenue is comprised of operating lease rental income and revenue from non-operating activities across the Group and as such, is not allocated to the
reportable segments.
2 Significant items net gain before tax of $59 million includes $94 million in Australian Food for the supply chain network review and the Metro asset
impairment, which is offset by $153 million in Other for the gain on disposal of previously held equity interest in Quantium and transaction costs.
3 Capital expenditure is comprised of property, plant and equipment, and intangible asset acquisitions.
2.2.1
Operating segment reporting (continued)
RESTATED1 2020
Revenue from the sale of goods and services
Other revenue 2
Total revenue
Earnings/(loss) before interest, tax,
and significant items
Significant items 3
Earnings/(loss) before interest and tax
Finance costs
Profit before income tax
Income tax expense
Profit for the period from continuing operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure 4
AUSTRALIAN
FOOD
$M
NEW ZEALAND
FOOD
$M
42,151
–
42,151
2,232
(176)
2,056
6,823
–
6,823
358
–
358
BIG W
$M
4,106
–
4,106
39
–
39
647
828
1,017
114
128
212
103
65
64
CONSOLIDATED
CONTINUING
OPERATIONS 1
$M
OTHER 1
$M
–
148
148
(144)
(283)
(427)
25
58
620
53,080
148
53,228
2,485
(459)
2,026
(671)
1,355
(417)
938
889
1,079
1,913
1 Re-presented following the classification of Endeavour Drinks and Hotels as discontinued operations during the current period. Refer to Note 1.1
for further details.
2 Other revenue is comprised of operating lease rental income and revenue from non-operating activities across the Group and as such is not allocated
to the reportable segments.
3 Significant items before tax of $459 million includes $176 million in Australian Food for the supply chain network strategy review and $283 million in Other
The primary reporting measure of the reportable segments is earnings before interest, tax, and significant items which
is consistent with the way management monitor and report the performance of these segments.
for Endeavour Group transformation costs and salaried team member remediation.
4 Capital expenditure is comprised of property, plant and equipment, and intangible asset acquisitions.
Geographical information
2.2.2
The table below provides information on the geographical location of revenue from continuing operations and non-current
assets. Total revenue is allocated to a geography based on the location in which the sales originated. Non-current assets are
allocated based on the location of the operation to which they relate.
Revenue from the sale of goods and services
Other revenue
Total revenue
Non-current assets2
AUSTRALIA
NEW ZEALAND
CONSOLIDATED CONTINUING
OPERATIONS
2021
$M
49,042
95
49,137
17,481
RESTATED1
2020
$M
46,257
129
46,386
18,653
2021
$M
6,652
22
6,674
4,591
RESTATED1
2020
$M
6,823
19
6,842
4,432
2021
$M
55,694
117
55,811
22,072
RESTATED1
2020
$M
53,080
148
53,228
23,085
1 Refer to Note 1.1 for further details.
2 Non-current assets excluding derivatives and deferred tax assets.
P
E
R
F
O
R
M
A
N
C
E
N
F
O
R
M
A
T
O
N
I
H
G
H
L
I
G
H
T
S
F
I
N
A
N
C
A
L
D
R
E
C
T
O
R
S
1
B
U
S
I
N
E
S
S
R
E
P
O
R
T
R
E
P
O
R
T
O
T
H
E
R
R
E
V
I
E
W
3
2
5
I
I
I
I
'
4
92
Notes to the Consolidated Financial Statements
2.3
FINANCE COSTS FROM CONTINUING OPERATIONS
3 ASSETS AND LIABILITIES
Finance costs includes interest on borrowings, derivatives, and lease liabilities.
3.1
TRADE AND OTHER RECEIVABLES
Interest expense – leases
Interest expense – non-leases
Less: interest capitalised 2
Other
1 Refer to Note 1.1 for further details.
2 Weighted average capitalisation rate was 2.72% (2020: 3.68%).
2021
$M
528
102
(10)
(7)
613
RESTATED1
2020
$M
529
165
(10)
(13)
671
SIGNIFICANT ACCOUNTING POLICIES
Finance costs
Finance costs that are directly attributable to the acquisition, construction, or production of a qualifying asset
(one that takes a substantial period of time to get ready for its intended use or sale) are capitalised during the
period of time that is required to complete and prepare the asset for its intended use or sale.
All other finance costs are recognised in the Consolidated Statement of Profit or Loss in the period in which
they are incurred. Leases finance costs comprise interest on lease liabilities calculated using the incremental
borrowing rate. Non-leases finance costs comprise interest on borrowings calculated using the effective interest
method and interest on derivatives.
Current
Trade receivables
Loss allowance
Other receivables 1
Loss allowance
Prepayments
Non‑current
Prepayments
Other receivables
Total current trade and other receivables
Total non‑current trade and other receivables
Total trade and other receivables
1
Includes supplier rebates of $52 million (2020: $84 million).
Trade and other receivables consists of amounts owed to the Group by customers for sales of goods
and services in the ordinary course of business and amounts paid to suppliers in advance.
ASSETS AND
LIABILITIES 3
2021
$M
137
(6)
131
358
(9)
349
169
649
–
133
133
782
2020
$M
138
(10)
128
429
(9)
420
192
740
40
114
154
894
93
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
FINANCIAL REPORTING IMPACTS OF COVID-19
The Group assesses the expected credit losses associated with its trade and other receivables on a forward-looking
basis. COVID-19 has not had a material impact on the loss allowances recognised at the end of the period.
SIGNIFICANT ACCOUNTING POLICIES
Trade and other receivables
Trade and other receivables are recognised initially at fair value and are subsequently measured at amortised
cost using the effective interest method, less a loss allowance. They generally have terms of up to 30 days.
Impairment of trade and other receivables
The Group assesses the expected credit losses associated with its trade and other receivables on
a forward-looking basis. The Group applies the simplified approach to measuring expected credit losses,
which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure
the expected credit losses, trade and other receivables that share similar credit risk characteristics and days
past due are grouped and then assessed for collectability as a whole.
92
Notes to the Consolidated Financial Statements
2.3
FINANCE COSTS FROM CONTINUING OPERATIONS
3 ASSETS AND LIABILITIES
Finance costs includes interest on borrowings, derivatives, and lease liabilities.
3.1
TRADE AND OTHER RECEIVABLES
ASSETS AND
LIABILITIES 3
93
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Interest expense – leases
Interest expense – non-leases
Less: interest capitalised 2
Other
1 Refer to Note 1.1 for further details.
2 Weighted average capitalisation rate was 2.72% (2020: 3.68%).
2021
$M
528
102
(10)
(7)
613
RESTATED1
2020
$M
529
165
(10)
(13)
671
SIGNIFICANT ACCOUNTING POLICIES
Finance costs
Finance costs that are directly attributable to the acquisition, construction, or production of a qualifying asset
(one that takes a substantial period of time to get ready for its intended use or sale) are capitalised during the
period of time that is required to complete and prepare the asset for its intended use or sale.
All other finance costs are recognised in the Consolidated Statement of Profit or Loss in the period in which
they are incurred. Leases finance costs comprise interest on lease liabilities calculated using the incremental
borrowing rate. Non-leases finance costs comprise interest on borrowings calculated using the effective interest
method and interest on derivatives.
Trade and other receivables consists of amounts owed to the Group by customers for sales of goods
and services in the ordinary course of business and amounts paid to suppliers in advance.
Current
Trade receivables
Loss allowance
Other receivables 1
Loss allowance
Prepayments
Total current trade and other receivables
Non‑current
Prepayments
Other receivables
Total non‑current trade and other receivables
Total trade and other receivables
1
Includes supplier rebates of $52 million (2020: $84 million).
2021
$M
137
(6)
131
358
(9)
349
169
649
–
133
133
782
2020
$M
138
(10)
128
429
(9)
420
192
740
40
114
154
894
FINANCIAL REPORTING IMPACTS OF COVID-19
The Group assesses the expected credit losses associated with its trade and other receivables on a forward-looking
basis. COVID-19 has not had a material impact on the loss allowances recognised at the end of the period.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
I
O
T
H
E
R
N
F
O
R
M
A
T
O
N
I
SIGNIFICANT ACCOUNTING POLICIES
Trade and other receivables
Trade and other receivables are recognised initially at fair value and are subsequently measured at amortised
cost using the effective interest method, less a loss allowance. They generally have terms of up to 30 days.
Impairment of trade and other receivables
The Group assesses the expected credit losses associated with its trade and other receivables on
a forward-looking basis. The Group applies the simplified approach to measuring expected credit losses,
which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure
the expected credit losses, trade and other receivables that share similar credit risk characteristics and days
past due are grouped and then assessed for collectability as a whole.
94
Notes to the Consolidated Financial Statements
ASSETS AND
LIABILITIES 3
3.2
OTHER FINANCIAL ASSETS AND LIABILITIES
3.2
OTHER FINANCIAL ASSETS AND LIABILITIES (CONTINUED)
Other financial assets and liabilities consists of derivatives, the Group’s holdings in listed and unlisted
investments, loans provided to related parties, convertible and Simple Agreement for Future Equity
(SAFE) notes, and a put option over non‑controlling interest.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2021
$M
2020
$M
Loans provided to related parties
Other financial assets
Current
Derivatives
Total current other financial assets
Non‑current
Derivatives
Listed equity securities
Unlisted equity securities
Loans provided to related parties
Convertible and SAFE notes
Total non‑current other financial assets
Total other financial assets
Other financial liabilities
Current
Derivatives
Put option over non-controlling interest
Total current other financial liabilities
Non‑current
Derivatives
Put option over non-controlling interest
Total non‑current other financial liabilities
Total other financial liabilities
19
19
7
–
33
3
62
105
124
20
145
165
6
245
251
416
534
534
14
84
10
15
45
168
702
81
3
84
3
–
3
87
SIGNIFICANT ACCOUNTING POLICIES
Derivatives
Refer to Note 4.7 for details of derivatives.
Listed and unlisted equity securities
The Group’s investments in listed and unlisted equity securities are initially designated as financial assets at fair
value through profit or loss or as financial assets at fair value through other comprehensive income, where
investments are not held for trading. Investments are initially measured at fair value net of transaction costs
and, in subsequent periods, are measured at fair value with any change recognised in profit or loss or other
comprehensive income, depending on their initial designation. Dividends received from listed and unlisted
equity securities are recognised in profit or loss.
95
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
Loans provided to related parties are recognised initially at fair value plus transaction costs and, in subsequent
periods, are stated at amortised cost. The Group assesses the expected credit losses associated with loans provided
to related parties on a forward-looking basis. The Group applies the simplified approach to measuring expected
credit losses, which requires expected lifetime losses to be recognised from initial recognition of the loan.
Convertible and Simple Agreement for Future Equity (SAFE) notes
A SAFE note is a convertible note with no maturity date, no interest rate, an automatic conversion on any priced
share issue, and a valuation cap (the maximum value to which the SAFE will convert).
The Group’s convertible and SAFE notes are financial assets measured at fair value through profit or loss.
The convertible and SAFE notes are recognised initially at fair value plus transaction costs and, in subsequent
periods, are measured at fair value with any change recognised in profit or loss.
Put option over non‑controlling interest
The Group’s put option over non-controlling interest is initially recognised at the present value of the amount
expected to be paid at the time of exercise with a corresponding entry to other reserves (refer to Note 4.4 for
further details). At each reporting period, the discount is unwound in finance costs in the Consolidated Statement
of Profit or Loss. Any changes in the estimate of the amount expected to be paid at the time of exercise are
recognised in the Consolidated Statement of Profit or Loss.
CRITICAL ACCOUNTING ESTIMATES
Fair value of put option over non‑controlling interest
The fair value of the put option liability over the non-controlling interest of Quantium has been determined as the
present value of the amount expected to be paid at the time of exercise.
Amount expected to be paid at the time of exercise
In determining the amount expected to be paid at the time of exercise, the Group considers the key terms of the
shareholders agreement and the business outlook. The fair value of the put option liability is determined using
a revenue multiple, which is applied to the forecast of Quantium’s last 12 months of revenue at the time of option
exercise. The revenue multiple to be used is based on an agreed multiple adjusted for changes in revenue growth
and EBITDA margin growth over a three-year period. Reasonably possible changes to these inputs would result
in a change in the valuation. Refer to the sensitivity analysis in Note 4.7.4 for further details.
Discount rate
The amount expected to be paid at the time of exercise has been discounted using the Group’s marginal
cost of debt for borrowing over a similar term.
3.2
OTHER FINANCIAL ASSETS AND LIABILITIES
3.2
OTHER FINANCIAL ASSETS AND LIABILITIES (CONTINUED)
ASSETS AND
LIABILITIES 3
95
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loans provided to related parties
Loans provided to related parties are recognised initially at fair value plus transaction costs and, in subsequent
periods, are stated at amortised cost. The Group assesses the expected credit losses associated with loans provided
to related parties on a forward-looking basis. The Group applies the simplified approach to measuring expected
credit losses, which requires expected lifetime losses to be recognised from initial recognition of the loan.
Convertible and Simple Agreement for Future Equity (SAFE) notes
A SAFE note is a convertible note with no maturity date, no interest rate, an automatic conversion on any priced
share issue, and a valuation cap (the maximum value to which the SAFE will convert).
The Group’s convertible and SAFE notes are financial assets measured at fair value through profit or loss.
The convertible and SAFE notes are recognised initially at fair value plus transaction costs and, in subsequent
periods, are measured at fair value with any change recognised in profit or loss.
Put option over non‑controlling interest
The Group’s put option over non-controlling interest is initially recognised at the present value of the amount
expected to be paid at the time of exercise with a corresponding entry to other reserves (refer to Note 4.4 for
further details). At each reporting period, the discount is unwound in finance costs in the Consolidated Statement
of Profit or Loss. Any changes in the estimate of the amount expected to be paid at the time of exercise are
recognised in the Consolidated Statement of Profit or Loss.
CRITICAL ACCOUNTING ESTIMATES
Fair value of put option over non‑controlling interest
The fair value of the put option liability over the non-controlling interest of Quantium has been determined as the
present value of the amount expected to be paid at the time of exercise.
Amount expected to be paid at the time of exercise
In determining the amount expected to be paid at the time of exercise, the Group considers the key terms of the
shareholders agreement and the business outlook. The fair value of the put option liability is determined using
a revenue multiple, which is applied to the forecast of Quantium’s last 12 months of revenue at the time of option
exercise. The revenue multiple to be used is based on an agreed multiple adjusted for changes in revenue growth
and EBITDA margin growth over a three-year period. Reasonably possible changes to these inputs would result
in a change in the valuation. Refer to the sensitivity analysis in Note 4.7.4 for further details.
Discount rate
The amount expected to be paid at the time of exercise has been discounted using the Group’s marginal
cost of debt for borrowing over a similar term.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
94
Notes to the Consolidated Financial Statements
Other financial assets and liabilities consists of derivatives, the Group’s holdings in listed and unlisted
investments, loans provided to related parties, convertible and Simple Agreement for Future Equity
(SAFE) notes, and a put option over non‑controlling interest.
Other financial assets
Current
Derivatives
Non‑current
Derivatives
Total current other financial assets
Listed equity securities
Unlisted equity securities
Loans provided to related parties
Convertible and SAFE notes
Total non‑current other financial assets
Total other financial assets
Other financial liabilities
Current
Derivatives
Non‑current
Derivatives
Put option over non-controlling interest
Total current other financial liabilities
Put option over non-controlling interest
Total non‑current other financial liabilities
Total other financial liabilities
2021
$M
2020
$M
19
19
7
–
33
3
62
105
124
20
145
165
6
245
251
416
534
534
14
84
10
15
45
168
702
81
3
84
3
–
3
87
SIGNIFICANT ACCOUNTING POLICIES
Derivatives
Refer to Note 4.7 for details of derivatives.
Listed and unlisted equity securities
The Group’s investments in listed and unlisted equity securities are initially designated as financial assets at fair
value through profit or loss or as financial assets at fair value through other comprehensive income, where
investments are not held for trading. Investments are initially measured at fair value net of transaction costs
and, in subsequent periods, are measured at fair value with any change recognised in profit or loss or other
comprehensive income, depending on their initial designation. Dividends received from listed and unlisted
equity securities are recognised in profit or loss.
96
Notes to the Consolidated Financial Statements
3.3
LEASES
The Group leases various properties (stores, support offices, distribution centres, and warehouses),
equipment, and vehicles. Property rental contracts are typically made for fixed periods of five to
12 years with up to 10 options of two to five years. Other lease contracts are typically made for fixed
periods of two to 10 years. Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions.
3.3.1
Lease assets
2021
Cost
Less: Accumulated depreciation and impairment
Carrying amount at end of period
Movement:
Carrying amount at start of period
Additions
Acquisition of businesses
Terminations
Remeasurements
Transfer of Endeavour Group’s assets to held for distribution
Depreciation expense
Impairment expense
Other
Carrying amount at end of period
2020
Cost
Less: Accumulated depreciation and impairment
Carrying amount at end of period
Movement:
Recognition on initial application of AASB 16
Additions
Terminations
Remeasurements
Depreciation expense
Impairment expense
Derecognition arising from sub-lease
Other
Carrying amount at end of period
PROPERTIES
$M
PLANT AND
EQUIPMENT
$M
17,821
(8,415)
9,406
11,912
460
109
(29)
1,253
(3,104)
(1,163)
(30)
(2)
9,406
PROPERTIES
$M
20,414
(8,502)
11,912
12,113
776
(62)
328
(1,111)
(34)
(90)
(8)
11,912
223
(87)
136
133
71
1
(3)
–
(10)
(57)
–
1
136
PLANT AND
EQUIPMENT
$M
179
(46)
133
112
68
(2)
(1)
(39)
–
–
(5)
133
OTHER
$M
108
(97)
11
17
6
–
–
–
(3)
(8)
–
(1)
11
OTHER
$M
114
(97)
17
14
11
–
–
(8)
–
–
–
17
TOTAL
$M
18,152
(8,599)
9,553
12,062
537
110
(32)
1,253
(3,117)
(1,228)
(30)
(2)
9,553
TOTAL
$M
20,707
(8,645)
12,062
12,239
855
(64)
327
(1,158)
(34)
(90)
(13)
12,062
3.3
LEASES (CONTINUED)
3.3.2
Lease liabilities
Movement:
Carrying amount at start of period
Recognition on initial application of AASB 16
Additions
Acquisition of businesses
Terminations
Remeasurements
Transfer of Endeavour Group’s liabilities to held for distribution
Interest expense from continuing operations
Interest expense from discontinued operations
Payments for the interest component of lease liabilities
Repayment of the principal component of lease liabilities
Carrying amount at end of period
Other
Current
Non-current
Carrying amount at end of period
MATURITY PROFILE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS
One year or less
One year to two years
Two years to five years
Five years to 10 years
Over 10 years
Total undiscounted lease liabilities
Commitments for leases not yet commenced
At 27 June 2021, the Group had committed to leases which had not yet commenced. Accordingly, these lease contracts are not
included in the calculation of the Group’s lease liabilities. The Group has estimated that the potential future lease payments
for these lease contracts as at the end of the financial period would result in an increase in undiscounted lease liabilities
of $983 million (2020: $929 million).
3.3.3
Other amounts recognised in the Consolidated Statement of Profit or Loss from continuing operations
Interest expense on lease liabilities (included in finance costs)
Variable lease payments not included in the measurement of lease liabilities 1
(included in branch expenses)
Expense relating to short-term leases (included in branch expenses)
1 Variable lease payments represent 3% of total lease payments (2020: less than 2% of total lease payments).
3.3.4
Amounts recognised in the Consolidated Statement of Cash Flows
Payments for short-term leases, service components of leases, and variable payments
(included in payments to suppliers and employees)
Payments for the interest component of lease liabilities
Repayment of the principal component lease liabilities
Total cash outflow for leases
97
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
ASSETS AND
LIABILITIES 3
2021
$M
2020
$M
14,728
–
556
110
(40)
1,242
(3,429)
528
159
(687)
(1,158)
7
12,016
1,495
10,521
12,016
2021
$M
1,563
1,462
2,851
6,035
3,856
15,767
2021
$M
528
75
19
2021
$M
601
687
1,158
2,446
–
14,711
831
11
(77)
327
–
529
172
(701)
(1,066)
(9)
14,728
1,826
12,902
14,728
2020
$M
1,867
1,829
3,830
7,301
6,101
20,928
2020
$M
529
48
41
2020
$M
558
701
1,066
2,325
96
Notes to the Consolidated Financial Statements
3.3
LEASES
The Group leases various properties (stores, support offices, distribution centres, and warehouses),
equipment, and vehicles. Property rental contracts are typically made for fixed periods of five to
12 years with up to 10 options of two to five years. Other lease contracts are typically made for fixed
periods of two to 10 years. Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions.
Transfer of Endeavour Group’s assets to held for distribution
Less: Accumulated depreciation and impairment
Carrying amount at end of period
3.3.1
Lease assets
2021
Cost
Movement:
Additions
Carrying amount at start of period
Acquisition of businesses
Terminations
Remeasurements
Depreciation expense
Impairment expense
Other
Carrying amount at end of period
Less: Accumulated depreciation and impairment
Carrying amount at end of period
Recognition on initial application of AASB 16
2020
Cost
Movement:
Additions
Terminations
Remeasurements
Depreciation expense
Impairment expense
Derecognition arising from sub-lease
Other
Carrying amount at end of period
PROPERTIES
$M
PLANT AND
EQUIPMENT
$M
17,821
(8,415)
9,406
11,912
460
109
(29)
1,253
(3,104)
(1,163)
(30)
(2)
9,406
PROPERTIES
$M
20,414
(8,502)
11,912
12,113
776
(62)
328
(1,111)
(34)
(90)
(8)
11,912
223
(87)
136
133
71
1
(3)
–
(10)
(57)
–
1
136
$M
179
(46)
133
112
68
(2)
(1)
(39)
–
–
(5)
133
PLANT AND
EQUIPMENT
OTHER
$M
108
(97)
11
17
6
–
–
–
(3)
(8)
–
(1)
11
14
11
–
–
(8)
–
–
–
17
OTHER
$M
114
(97)
17
TOTAL
$M
18,152
(8,599)
9,553
12,062
537
110
(32)
1,253
(3,117)
(1,228)
(30)
(2)
9,553
TOTAL
$M
20,707
(8,645)
12,062
12,239
855
(64)
327
(1,158)
(34)
(90)
(13)
12,062
ASSETS AND
LIABILITIES 3
97
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
3.3
LEASES (CONTINUED)
3.3.2
Lease liabilities
Movement:
Carrying amount at start of period
Recognition on initial application of AASB 16
Additions
Acquisition of businesses
Terminations
Remeasurements
Transfer of Endeavour Group’s liabilities to held for distribution
Interest expense from continuing operations
Interest expense from discontinued operations
Payments for the interest component of lease liabilities
Repayment of the principal component of lease liabilities
Other
Carrying amount at end of period
Current
Non-current
Carrying amount at end of period
MATURITY PROFILE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS
One year or less
One year to two years
Two years to five years
Five years to 10 years
Over 10 years
Total undiscounted lease liabilities
2021
$M
2020
$M
14,728
–
556
110
(40)
1,242
(3,429)
528
159
(687)
(1,158)
7
12,016
1,495
10,521
12,016
2021
$M
1,563
1,462
2,851
6,035
3,856
15,767
–
14,711
831
11
(77)
327
–
529
172
(701)
(1,066)
(9)
14,728
1,826
12,902
14,728
2020
$M
1,867
1,829
3,830
7,301
6,101
20,928
Commitments for leases not yet commenced
At 27 June 2021, the Group had committed to leases which had not yet commenced. Accordingly, these lease contracts are not
included in the calculation of the Group’s lease liabilities. The Group has estimated that the potential future lease payments
for these lease contracts as at the end of the financial period would result in an increase in undiscounted lease liabilities
of $983 million (2020: $929 million).
3.3.3
Other amounts recognised in the Consolidated Statement of Profit or Loss from continuing operations
Interest expense on lease liabilities (included in finance costs)
Variable lease payments not included in the measurement of lease liabilities 1
(included in branch expenses)
Expense relating to short-term leases (included in branch expenses)
1 Variable lease payments represent 3% of total lease payments (2020: less than 2% of total lease payments).
3.3.4
Amounts recognised in the Consolidated Statement of Cash Flows
Payments for short-term leases, service components of leases, and variable payments
(included in payments to suppliers and employees)
Payments for the interest component of lease liabilities
Repayment of the principal component lease liabilities
Total cash outflow for leases
2021
$M
528
75
19
2021
$M
601
687
1,158
2,446
2020
$M
529
48
41
2020
$M
558
701
1,066
2,325
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
98
Notes to the Consolidated Financial Statements
3.3
LEASES (CONTINUED)
3.3
LEASES (CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES
The Group assesses whether a contract is, or contains, a lease at inception of the contract. A lease conveys
the right to direct the use and obtain substantially all of the economic benefits from an identified asset for
a period of time in exchange for consideration. A lease liability and corresponding lease asset are recognised
at commencement of the lease.
Lease liabilities
Lease liabilities are measured at the present value of lease payments, discounted using the interest rate implicit
in the lease or, if that rate cannot be determined, at the Group’s incremental borrowing rate specific to the lease
term. Lease payments (excluding non-lease components) include:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the Group under residual value guarantees;
• Exercise price of a purchase option that the Group is reasonably certain to exercise; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease liabilities are subsequently measured at amortised cost using the effective interest rate method.
When there is a change in lease term or a change in future lease payments, lease liabilities are remeasured,
with a corresponding adjustment to lease assets.
Lease assets
Lease assets are initially measured at cost comprising the initial lease liability, any lease payments made at or before
the commencement date (less any lease incentives received), any initial direct costs, and any restoration costs.
Lease assets are subsequently depreciated on a straight-line basis over the shorter of the lease term or the useful
life of the underlying asset. Lease assets are tested for impairment in accordance with the policy adopted for
non-financial assets in Note 3.6.
Short‑term leases
Short-term leases are those with a lease term of 12 months or less. The costs associated with these leases are
recognised as an expense in the Consolidated Statement of Profit or Loss as incurred.
Holdover leases
In assessing whether the Group is reasonably certain to extend or renew a lease in holdover, the Group considers
all relevant facts and circumstances that create an economic incentive for the Group to remain in the leased
premises and whether a lease asset and lease liability should be recognised.
Non‑lease components
The Group separates the non-lease components for property leases based on a residual method using property
outgoing market data and separates the non-lease components for other leases based on the individual contract
breakdown of these costs or otherwise best estimate of these costs. Non-lease components of lease payments
are recognised as an expense in the Consolidated Statement of Profit or Loss as incurred and include items such
as embedded property outgoings and repairs and maintenance.
ASSETS AND
LIABILITIES 3
2021
YEARS
10.5
9.3
8.7
8.7
14.6
6.6
10.4
2020
YEARS
10.9
9.8
8.8
8.5
15.0
7.7
10.7
CRITICAL ACCOUNTING ESTIMATES
Determining the lease term
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. The assessment is reviewed if a significant event
or a significant change in circumstances occurs which affects this assessment. Extension options are most common for
property leases. At the end of the reporting period, the weighted average lease expiries for the portfolio of leases were:
WEIGHTED AVERAGE LEASE EXPIRY 1
Australian Food
New Zealand Food
Endeavour Drinks
BIG W
Hotels
Other
Group !
2
1 Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.
2 The Group’s weighted average lease expiry includes leases relating to Endeavour Group, which are included in liabilities associated with
assets held for distribution at 27 June 2021. The Group’s weighted average lease expiry at 27 June 2021, excluding the impact from the
portfolio of leases relating to Endeavour Group, was 10.1 years.
During the current financial period, revising lease terms for exercising extension options resulted in an increase
in recognised lease liabilities and lease assets of $946 million (2020: $223 million).
Discount rates
(2020: 4.8%).
In calculating the lease liability, the lease payments are discounted using the rate implicit in the lease or the Group’s
incremental borrowing rate. Determining the incremental borrowing rate requires significant judgement. The discount
rate is derived from key external market based rates, the Group’s credit margin, and the length of the lease.
At the end of the reporting period, the weighted average incremental borrowing rate for the Group was 4.4%3
3 The Group’s weighted average incremental borrowing rate includes leases relating to Endeavour Group, which are included in liabilities
associated with assets held for distribution at 27 June 2021. The Group’s weighted average incremental borrowing rate at 27 June 2021,
excluding the impact from the portfolio of leases relating to Endeavour Group, was 4.4%.
99
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
98
Notes to the Consolidated Financial Statements
3.3
LEASES (CONTINUED)
3.3
LEASES (CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES
CRITICAL ACCOUNTING ESTIMATES
ASSETS AND
LIABILITIES 3
99
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
The Group assesses whether a contract is, or contains, a lease at inception of the contract. A lease conveys
the right to direct the use and obtain substantially all of the economic benefits from an identified asset for
a period of time in exchange for consideration. A lease liability and corresponding lease asset are recognised
at commencement of the lease.
Lease liabilities
Lease liabilities are measured at the present value of lease payments, discounted using the interest rate implicit
in the lease or, if that rate cannot be determined, at the Group’s incremental borrowing rate specific to the lease
term. Lease payments (excluding non-lease components) include:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the Group under residual value guarantees;
• Exercise price of a purchase option that the Group is reasonably certain to exercise; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease liabilities are subsequently measured at amortised cost using the effective interest rate method.
When there is a change in lease term or a change in future lease payments, lease liabilities are remeasured,
with a corresponding adjustment to lease assets.
Lease assets
Lease assets are initially measured at cost comprising the initial lease liability, any lease payments made at or before
the commencement date (less any lease incentives received), any initial direct costs, and any restoration costs.
Lease assets are subsequently depreciated on a straight-line basis over the shorter of the lease term or the useful
life of the underlying asset. Lease assets are tested for impairment in accordance with the policy adopted for
non-financial assets in Note 3.6.
Short‑term leases
Holdover leases
Non‑lease components
Short-term leases are those with a lease term of 12 months or less. The costs associated with these leases are
recognised as an expense in the Consolidated Statement of Profit or Loss as incurred.
In assessing whether the Group is reasonably certain to extend or renew a lease in holdover, the Group considers
all relevant facts and circumstances that create an economic incentive for the Group to remain in the leased
premises and whether a lease asset and lease liability should be recognised.
The Group separates the non-lease components for property leases based on a residual method using property
outgoing market data and separates the non-lease components for other leases based on the individual contract
breakdown of these costs or otherwise best estimate of these costs. Non-lease components of lease payments
are recognised as an expense in the Consolidated Statement of Profit or Loss as incurred and include items such
as embedded property outgoings and repairs and maintenance.
Determining the lease term
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. The assessment is reviewed if a significant event
or a significant change in circumstances occurs which affects this assessment. Extension options are most common for
property leases. At the end of the reporting period, the weighted average lease expiries for the portfolio of leases were:
WEIGHTED AVERAGE LEASE EXPIRY 1
Australian Food
New Zealand Food
BIG W
Endeavour Drinks
Hotels
Other
Group !
2
2021
YEARS
10.5
9.3
8.7
8.7
14.6
6.6
10.4
2020
YEARS
10.9
9.8
8.8
8.5
15.0
7.7
10.7
1 Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.
2 The Group’s weighted average lease expiry includes leases relating to Endeavour Group, which are included in liabilities associated with
assets held for distribution at 27 June 2021. The Group’s weighted average lease expiry at 27 June 2021, excluding the impact from the
portfolio of leases relating to Endeavour Group, was 10.1 years.
During the current financial period, revising lease terms for exercising extension options resulted in an increase
in recognised lease liabilities and lease assets of $946 million (2020: $223 million).
Discount rates
In calculating the lease liability, the lease payments are discounted using the rate implicit in the lease or the Group’s
incremental borrowing rate. Determining the incremental borrowing rate requires significant judgement. The discount
rate is derived from key external market based rates, the Group’s credit margin, and the length of the lease.
At the end of the reporting period, the weighted average incremental borrowing rate for the Group was 4.4%3
(2020: 4.8%).
3 The Group’s weighted average incremental borrowing rate includes leases relating to Endeavour Group, which are included in liabilities
associated with assets held for distribution at 27 June 2021. The Group’s weighted average incremental borrowing rate at 27 June 2021,
excluding the impact from the portfolio of leases relating to Endeavour Group, was 4.4%.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
100
Notes to the Consolidated Financial Statements
ASSETS AND
LIABILITIES 3
3.4
PROPERTY, PLANT AND EQUIPMENT
3.4
PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Property, plant and equipment represents the investment by the Group in tangible assets such
as freehold land, warehouses, retail and other properties, store fit‑outs, distribution infrastructure,
and technology.
2021
Cost
Less: accumulated depreciation and
impairment
Carrying amount at end of period
Movement:
Carrying amount at start of period
Additions
Acquisition of businesses
Disposals2
Transfer to assets held for sale
Transfer of Endeavour Group’s assets to held
for distribution
Depreciation expense
Impairment expense
Transfers and other
Effect of movements in foreign
exchange rates
Carrying amount at end of period
DEVELOPMENT
PROPERTIES
$M
FREEHOLD LAND,
WAREHOUSE,
RETAIL, AND OTHER
PROPERTIES
$M
LEASEHOLD
IMPROVEMENTS
$M
PLANT AND
EQUIPMENT
$M
TOTAL 1
$M
1,096
1,027
3,443
9,247
14,813
(71)
1,025
(163)
864
(1,786)
1,657
(5,316)
3,931
978
259
–
(12)
(2)
–
–
–
(198)
–
1,025
1,271
1,964
4,529
148
22
(3)
(116)
(613)
(26)
(9)
191
(1)
864
331
–
(8)
–
(566)
(210)
–
146
–
1,657
1,122
10
(53)
–
(708)
(809)
(16)
(143)
(1)
3,931
(7,336)
7,477
8,742
1,860
32
(76)
(118)
(1,887)
(1,045)
(25)
(4)
(2)
7,477
2020
Cost
Less: accumulated depreciation and
impairment
Carrying amount at end of period
Movement:
Carrying amount at start of period
Additions
Acquisition of businesses
Disposals2
Transfer to assets held for sale
Depreciation expense
Transfers and other
Effect of movements in foreign
exchange rates
Carrying amount at end of period
DEVELOPMENT
PROPERTIES
$M
FREEHOLD LAND,
WAREHOUSE,
RETAIL, AND OTHER
PROPERTIES
$M
LEASEHOLD
IMPROVEMENTS
$M
PLANT AND
EQUIPMENT
$M
TOTAL1
$M
1,055
1,527
3,769
10,645
16,996
(77)
978
675
464
–
(9)
(16)
–
(134)
(2)
978
(256)
1,271
1,343
34
33
(3)
(244)
(26)
139
(5)
1,271
(1,805)
1,964
1,711
275
–
(12)
(1)
(218)
212
(3)
1,964
(6,116)
4,529
4,523
1,097
6
(32)
(71)
(748)
(236)
(10)
4,529
(8,254)
8,742
8,252
1,870
39
(56)
(332)
(992)
(19)
(20)
8,742
1 Carrying amount at the end of the period includes assets under construction of $638 million (2020: $715 million).
2 Net loss on disposal and write-off of property, plant and equipment, including those classified as held for sale, during the period from continuing operations
was $11 million (2020: $11 million).
SIGNIFICANT ACCOUNTING POLICIES
The Group’s property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses. The cost of self-constructed assets includes the cost of materials, direct labour, and a proportion
of overheads. The cost of development properties (those being constructed or developed for future use)
includes borrowing, holding, and development costs until the asset is complete.
Carrying value
Depreciation
Assets are depreciated on a straight-line basis over their estimated useful lives to their residual values. Leasehold
improvements are amortised over the expected useful life of the improvement. Useful lives are reassessed each
reporting period. Where parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate assets.
The expected useful lives are as follows:
Buildings
Plant and equipment
25–40 years
2.5–20 years
Leasehold improvements
Up to 25 years (retail properties) or 40 years (hotels)
The gross proceeds from asset sales are recognised at the date that an unconditional contract of sale is exchanged
with the purchaser or when title passes. The net gain or loss is recognised in the Consolidated Statement of Profit
Proceeds from sale of assets
or Loss.
Impairment
assets disclosed in Note 3.6.
Property, plant and equipment are tested for impairment in accordance with the policy for impairment of non-financial
101
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E
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O
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T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
100
Notes to the Consolidated Financial Statements
3.4
PROPERTY, PLANT AND EQUIPMENT
3.4
PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
ASSETS AND
LIABILITIES 3
101
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N
U
A
L
R
E
P
O
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2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
SIGNIFICANT ACCOUNTING POLICIES
Carrying value
The Group’s property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses. The cost of self-constructed assets includes the cost of materials, direct labour, and a proportion
of overheads. The cost of development properties (those being constructed or developed for future use)
includes borrowing, holding, and development costs until the asset is complete.
Depreciation
Assets are depreciated on a straight-line basis over their estimated useful lives to their residual values. Leasehold
improvements are amortised over the expected useful life of the improvement. Useful lives are reassessed each
reporting period. Where parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate assets.
The expected useful lives are as follows:
Buildings
Plant and equipment
25–40 years
2.5–20 years
Leasehold improvements
Up to 25 years (retail properties) or 40 years (hotels)
Proceeds from sale of assets
The gross proceeds from asset sales are recognised at the date that an unconditional contract of sale is exchanged
with the purchaser or when title passes. The net gain or loss is recognised in the Consolidated Statement of Profit
or Loss.
Impairment
Property, plant and equipment are tested for impairment in accordance with the policy for impairment of non-financial
assets disclosed in Note 3.6.
Property, plant and equipment represents the investment by the Group in tangible assets such
as freehold land, warehouses, retail and other properties, store fit‑outs, distribution infrastructure,
and technology.
FREEHOLD LAND,
WAREHOUSE,
DEVELOPMENT
RETAIL, AND OTHER
LEASEHOLD
PROPERTIES
PROPERTIES
IMPROVEMENTS
PLANT AND
EQUIPMENT
$M
TOTAL 1
$M
9,247
14,813
2021
Cost
impairment
Movement:
Additions
Disposals2
Less: accumulated depreciation and
Carrying amount at end of period
Carrying amount at start of period
Acquisition of businesses
Transfer to assets held for sale
Transfer of Endeavour Group’s assets to held
for distribution
Depreciation expense
Impairment expense
Transfers and other
Effect of movements in foreign
exchange rates
Carrying amount at end of period
1,025
2020
Cost
impairment
Movement:
Additions
Disposals2
Less: accumulated depreciation and
Carrying amount at end of period
Carrying amount at start of period
Acquisition of businesses
Transfer to assets held for sale
Depreciation expense
Transfers and other
Effect of movements in foreign
exchange rates
Carrying amount at end of period
$M
1,096
(71)
1,025
978
259
–
(12)
(2)
–
–
–
–
(198)
$M
1,055
(77)
978
675
464
–
(9)
(16)
–
(134)
(2)
978
$M
1,027
(163)
864
1,271
148
22
(3)
(116)
(613)
(26)
(9)
191
(1)
864
$M
1,527
(256)
1,271
1,343
34
33
(3)
(244)
(26)
139
(5)
1,271
$M
3,443
(1,786)
1,657
1,964
331
–
(8)
–
(566)
(210)
–
146
–
1,657
(1,805)
1,964
1,711
275
–
(12)
(1)
(218)
212
(3)
1,964
(5,316)
3,931
4,529
1,122
10
(53)
–
(708)
(809)
(16)
(143)
(1)
3,931
(6,116)
4,529
4,523
1,097
6
(32)
(71)
(748)
(236)
(10)
4,529
(7,336)
7,477
8,742
1,860
32
(76)
(118)
(1,887)
(1,045)
(25)
(4)
(2)
7,477
(8,254)
8,742
8,252
1,870
39
(56)
(332)
(992)
(19)
(20)
8,742
FREEHOLD LAND,
WAREHOUSE,
DEVELOPMENT
RETAIL, AND OTHER
LEASEHOLD
PROPERTIES
PROPERTIES
IMPROVEMENTS
PLANT AND
EQUIPMENT
$M
$M
TOTAL1
$M
3,769
10,645
16,996
1 Carrying amount at the end of the period includes assets under construction of $638 million (2020: $715 million).
2 Net loss on disposal and write-off of property, plant and equipment, including those classified as held for sale, during the period from continuing operations
was $11 million (2020: $11 million).
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
102
Notes to the Consolidated Financial Statements
3.5
INTANGIBLE ASSETS
3.5
INTANGIBLE ASSETS (CONTINUED)
Intangible assets represents goodwill, brand names, licences, software, and other. Goodwill arises
when the Group acquires a business at a cost which exceeds the fair value of net assets acquired
and represents the synergies expected to arise from the purchase. Brand names have mainly been
recognised as a result of New Zealand supermarket acquisitions and help to identify and differentiate
the Group’s network from others. Licences allow the Group to conduct certain business activities,
including the resale of drinks and provision of leisure and hospitality services. Software includes
programs and operating systems used by the Group. Other includes customer relationships and
contracts and intellectual property and algorithms.
3.5.1
Carrying amounts of, and movements in, intangible assets
2021
Cost
Less: accumulated amortisation and
impairment
Carrying amount at end of period
Movement:
Carrying amount at start of period
Acquisition of businesses2
Other acquisitions
Disposals, transfers, and other
Transfer of Endeavour Group’s assets
to held for distribution
Amortisation expense
Impairment expense
Effect of movements in foreign
exchange rates
Carrying amount at end of period
2020
Cost
Less: accumulated amortisation and
impairment
Carrying amount at end of period
Movement:
Carrying amount at start of period
Acquisition of businesses
Additions
Disposals, transfers, and other
Amortisation expense
Effect of movements in foreign
exchange rates
Carrying amount at end of period
GOODWILL
$M
2,993
(112)
2,881
4,196
389
–
–
(1,696)
–
(1)
(7)
2,881
GOODWILL
$M
4,323
(127)
4,196
4,217
30
–
(4)
–
(47)
4,196
BRAND
NAMES
$M
265
–
265
259
19
–
–
(12)
–
–
(1)
265
BRAND
NAMES
$M
260
(1)
259
254
–
8
–
–
(3)
259
LIQUOR AND
GAMING
LICENCES
$M
–
–
–
1,979
2
6
(1)
(1,969)
(17)
–
–
–
SOFTWARE 1
$M
2,552
OTHER
$M
189
(1,194)
1,358
1,219
15
551
3
(104)
(318)
(8)
–
1,358
(22)
167
64
157
10
–
(64)
–
–
–
167
LIQUOR AND
GAMING
LICENCES
$M
SOFTWARE 1
$M
OTHER
$M
2,170
2,201
(191)
1,979
1,990
12
8
(15)
(16)
–
1,979
(982)
1,219
1,267
–
262
(19)
(291)
–
1,219
119
(55)
64
65
–
–
–
(1)
–
64
TOTAL
$M
5,999
(1,328)
4,671
7,717
582
567
2
(3,845)
(335)
(9)
(8)
4,671
TOTAL
$M
9,073
(1,356)
7,717
7,793
42
278
(38)
(308)
(50)
7,717
1 Carrying amount at the end of the period includes assets under development of $471 million (2020: $335 million).
2 Acquisition of businesses relates to the acquisition of Quantium (refer to Note 5.1 for further details) and the acquisition of stores and venues.
ASSETS AND
LIABILITIES 3
GOODWILL
$M
381
2,112
388
2,881
BRAND
NAMES
$M
3
243
19
265
OTHER
$M
–
–
–
64
64
GOODWILL
$M
381
2,119
962
734
4,196
BRAND
NAMES
$M
3
244
12
–
259
LIQUOR AND
GAMING
LICENCES
$M
–
–
1,016
927
1,943
3.5.2
Allocation of indefinite life intangible assets to groups of cash‑generating units
1
Included in the Other reportable segment.
2021
Australian Food
New Zealand Food
Quantium 1
2020
Australian Food
New Zealand Food
Endeavour Drinks
Hotels
SIGNIFICANT ACCOUNTING POLICIES
Goodwill
Other intangible assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the share of the net identifiable
assets acquired. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Other intangible assets are measured at cost less accumulated amortisation and impairment losses. Where
acquired in a business combination, cost represents the fair value at the date of acquisition.
Intangible assets with finite lives are amortised on a straight-line basis over their estimated useful lives. Useful
lives are reassessed each reporting period. The useful lives of intangible assets have been assessed as follows:
Brand names
Liquor and gaming licences
Victorian gaming entitlements
Software
Customer relationships and contracts
Property development rights
Intellectual property and algorithms
Impairment
disclosed in Note 3.6.
Life of the gaming entitlement (10 years)
Three to five years (five to 10 years for core systems)
Indefinite useful life
Indefinite useful life
Three to 10 years
Indefinite useful life
Nine years
Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets
103
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P
O
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T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
3.5
INTANGIBLE ASSETS
3.5
INTANGIBLE ASSETS (CONTINUED)
3.5.2
Allocation of indefinite life intangible assets to groups of cash‑generating units
ASSETS AND
LIABILITIES 3
103
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N
U
A
L
R
E
P
O
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2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
2021
Australian Food
New Zealand Food
Quantium 1
1
Included in the Other reportable segment.
2020
Australian Food
New Zealand Food
Endeavour Drinks
Hotels
GOODWILL
$M
381
2,112
388
2,881
GOODWILL
$M
381
2,119
962
734
4,196
BRAND
NAMES
$M
3
244
12
–
259
LIQUOR AND
GAMING
LICENCES
$M
–
–
1,016
927
1,943
BRAND
NAMES
$M
3
243
19
265
OTHER
$M
–
–
–
64
64
SIGNIFICANT ACCOUNTING POLICIES
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the share of the net identifiable
assets acquired. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Other intangible assets
Other intangible assets are measured at cost less accumulated amortisation and impairment losses. Where
acquired in a business combination, cost represents the fair value at the date of acquisition.
Intangible assets with finite lives are amortised on a straight-line basis over their estimated useful lives. Useful
lives are reassessed each reporting period. The useful lives of intangible assets have been assessed as follows:
Brand names
Liquor and gaming licences
Victorian gaming entitlements
Software
Customer relationships and contracts
Property development rights
Intellectual property and algorithms
Impairment
Indefinite useful life
Indefinite useful life
Life of the gaming entitlement (10 years)
Three to five years (five to 10 years for core systems)
Three to 10 years
Indefinite useful life
Nine years
Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets
disclosed in Note 3.6.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
102
Notes to the Consolidated Financial Statements
Intangible assets represents goodwill, brand names, licences, software, and other. Goodwill arises
when the Group acquires a business at a cost which exceeds the fair value of net assets acquired
and represents the synergies expected to arise from the purchase. Brand names have mainly been
recognised as a result of New Zealand supermarket acquisitions and help to identify and differentiate
the Group’s network from others. Licences allow the Group to conduct certain business activities,
including the resale of drinks and provision of leisure and hospitality services. Software includes
programs and operating systems used by the Group. Other includes customer relationships and
contracts and intellectual property and algorithms.
Carrying amount at end of period
2,881
167
4,671
LIQUOR AND
GAMING
LICENCES
$M
SOFTWARE 1
$M
2,552
OTHER
$M
189
1,979
1,219
(1,696)
(12)
(1,969)
(17)
3.5.1
Carrying amounts of, and movements in, intangible assets
2021
Cost
impairment
Movement:
Less: accumulated amortisation and
Carrying amount at end of period
Carrying amount at start of period
Acquisition of businesses2
Other acquisitions
Disposals, transfers, and other
Transfer of Endeavour Group’s assets
to held for distribution
Amortisation expense
Impairment expense
Effect of movements in foreign
exchange rates
2020
Cost
impairment
Movement:
Less: accumulated amortisation and
Carrying amount at end of period
Carrying amount at start of period
Acquisition of businesses
Additions
Disposals, transfers, and other
Amortisation expense
Effect of movements in foreign
exchange rates
Carrying amount at end of period
GOODWILL
$M
2,993
(112)
2,881
4,196
389
–
–
–
(1)
(7)
GOODWILL
$M
4,323
(127)
4,196
4,217
30
–
(4)
–
(47)
4,196
BRAND
NAMES
$M
265
–
265
259
19
–
–
–
–
(1)
265
BRAND
NAMES
$M
260
(1)
259
–
8
–
–
–
–
–
2
6
(1)
–
–
–
12
8
(15)
(16)
(1,194)
1,358
15
551
3
(104)
(318)
(8)
–
1,358
–
262
(19)
(291)
–
1,219
TOTAL
$M
5,999
(1,328)
4,671
7,717
582
567
2
(3,845)
(335)
(9)
(8)
TOTAL
$M
9,073
(1,356)
7,717
42
278
(38)
(308)
(50)
7,717
(22)
167
64
157
10
–
(64)
–
–
–
119
(55)
64
–
–
–
(1)
–
64
LIQUOR AND
GAMING
LICENCES
$M
SOFTWARE 1
$M
OTHER
$M
2,170
2,201
(191)
1,979
(982)
1,219
254
1,990
1,267
65
7,793
1 Carrying amount at the end of the period includes assets under development of $471 million (2020: $335 million).
2 Acquisition of businesses relates to the acquisition of Quantium (refer to Note 5.1 for further details) and the acquisition of stores and venues.
(3)
259
–
1,979
104
Notes to the Consolidated Financial Statements
ASSETS AND
LIABILITIES 3
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS (CONTINUED)
An impairment loss is incurred when the carrying amount of an asset or a cash‑generating unit (CGU)
exceeds its estimated recoverable amount. The Group reviews the carrying amount of assets and CGUs
at least annually and/or when there is an indication that the asset or CGU may be impaired.
The Group’s impairment testing is performed at both a total business unit level (group of CGUs) and an individual CGU level.
The Group assessed the carrying amounts of property, plant and equipment, lease assets, goodwill and intangible assets
and no impairments were recognised at the total business unit level. At an individual CGU level, no impairment charge was
recognised other than for Metro Food Stores.
Metro Food Stores
On 23 June 2021, the Group announced it had completed a review of its Metro Food Stores network, given the impact of
COVID-19 on sales in CBD and public transit sites. A total impairment charge of $47 million has been recognised in branch
expenses relating to store and lease assets across 13 stores. In addition, the Group recognised $3 million of onerous contract
and make good provisions for these stores.
In determining the impairment charge for these stores, the Group calculated the recoverable amount for each store based
on a discounted cash flow model. The recoverable amount of each store was determined using assumptions included in the
three-year strategic plan, which was formally approved by the Board during the second half of the period. The decrease in the
recoverable amount of the cash-generating units reflects the material and negative impacts of COVID-19 on customer shopping
habits, foot traffic, and sales in key transit traffic locations and a balanced view on the speed of recovery of CBD and transit
customer movements and the likely impact of this on Metro Food Stores.
The assessment of the recoverable amount represents management’s best estimate, taking into account risks, uncertainties,
and opportunities for improvement in each cash-generating unit. Management will continue to monitor the Metro Food Stores
network to assess performance against these estimates and it is possible that future asset impairments may be required
in relation to the Metro Food Stores network. For the 13 stores where store and lease assets were impaired, any change
in assumption would result in a maximum additional impairment charge of $8 million, at which point these stores would have
store and lease assets with a carrying value of nil.
FINANCIAL REPORTING IMPACTS OF COVID-19
Calculation of recoverable amount
The three-year F22 Board approved business plan was used in assessing value in use. This plan incorporates
the estimated impact on the Group from COVID-19, which has shaped trading through the last 12-18 months.
Refer to critical accounting estimates for further details.
Inventories
The carrying value of assets subject to impairment testing includes inventories which are carried at the lower
of cost or net realisable value. There have been no material changes to the Group’s inventory provisions
as a result of COVID-19.
SIGNIFICANT ACCOUNTING POLICIES
Impairment of non‑financial assets
The carrying amounts of the Group’s lease assets (refer to Note 3.3), property, plant and equipment
(refer to Note 3.4), and intangible assets (refer to Note 3.5) are reviewed for impairment as follows:
Lease assets, property, plant and
When there is an indication that the asset may be impaired
equipment, and finite life intangibles
(assessed at least each reporting date) or when there is an indication
that a previously recognised impairment may need to be reversed
Goodwill and indefinite life intangibles
At least annually and when there is an indication that the asset may
be impaired
Calculation of recoverable amount
The recoverable amount of an asset is the greater of its value in use and its fair value less costs to dispose.
For an asset that does not generate largely independent cash inflows, recoverable amount is assessed at the
cash-generating unit (CGU) level, which is the smallest group of assets generating cash inflows independent
of other CGUs that benefit from the use of the respective asset. Goodwill is allocated to those CGUs or groups
of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified
according to operating segments and grouped at the lowest levels for which goodwill is monitored for internal
management purposes.
For properties, the recoverable amount is assessed with reference to external valuations obtained every three
years using current market rental value with regard to recent sales of comparable sites. Internal value in use
assessments are performed during the intervening periods.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Profit or Loss.
Impairment losses recognised in respect of a CGU are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU and then to reduce the carrying amount of other assets in the CGU on a pro-rata basis.
Reversal of impairment
An impairment loss is reversed, other than for goodwill, if there has been a change in the estimates used
to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
105
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
104
Notes to the Consolidated Financial Statements
An impairment loss is incurred when the carrying amount of an asset or a cash‑generating unit (CGU)
exceeds its estimated recoverable amount. The Group reviews the carrying amount of assets and CGUs
at least annually and/or when there is an indication that the asset or CGU may be impaired.
The Group’s impairment testing is performed at both a total business unit level (group of CGUs) and an individual CGU level.
The Group assessed the carrying amounts of property, plant and equipment, lease assets, goodwill and intangible assets
and no impairments were recognised at the total business unit level. At an individual CGU level, no impairment charge was
recognised other than for Metro Food Stores.
Metro Food Stores
On 23 June 2021, the Group announced it had completed a review of its Metro Food Stores network, given the impact of
COVID-19 on sales in CBD and public transit sites. A total impairment charge of $47 million has been recognised in branch
expenses relating to store and lease assets across 13 stores. In addition, the Group recognised $3 million of onerous contract
and make good provisions for these stores.
In determining the impairment charge for these stores, the Group calculated the recoverable amount for each store based
on a discounted cash flow model. The recoverable amount of each store was determined using assumptions included in the
three-year strategic plan, which was formally approved by the Board during the second half of the period. The decrease in the
recoverable amount of the cash-generating units reflects the material and negative impacts of COVID-19 on customer shopping
habits, foot traffic, and sales in key transit traffic locations and a balanced view on the speed of recovery of CBD and transit
customer movements and the likely impact of this on Metro Food Stores.
The assessment of the recoverable amount represents management’s best estimate, taking into account risks, uncertainties,
and opportunities for improvement in each cash-generating unit. Management will continue to monitor the Metro Food Stores
network to assess performance against these estimates and it is possible that future asset impairments may be required
in relation to the Metro Food Stores network. For the 13 stores where store and lease assets were impaired, any change
in assumption would result in a maximum additional impairment charge of $8 million, at which point these stores would have
store and lease assets with a carrying value of nil.
FINANCIAL REPORTING IMPACTS OF COVID-19
Calculation of recoverable amount
The three-year F22 Board approved business plan was used in assessing value in use. This plan incorporates
the estimated impact on the Group from COVID-19, which has shaped trading through the last 12-18 months.
Refer to critical accounting estimates for further details.
Inventories
as a result of COVID-19.
The carrying value of assets subject to impairment testing includes inventories which are carried at the lower
of cost or net realisable value. There have been no material changes to the Group’s inventory provisions
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS (CONTINUED)
ASSETS AND
LIABILITIES 3
105
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
SIGNIFICANT ACCOUNTING POLICIES
Impairment of non‑financial assets
The carrying amounts of the Group’s lease assets (refer to Note 3.3), property, plant and equipment
(refer to Note 3.4), and intangible assets (refer to Note 3.5) are reviewed for impairment as follows:
Lease assets, property, plant and
equipment, and finite life intangibles
Goodwill and indefinite life intangibles
When there is an indication that the asset may be impaired
(assessed at least each reporting date) or when there is an indication
that a previously recognised impairment may need to be reversed
At least annually and when there is an indication that the asset may
be impaired
Calculation of recoverable amount
The recoverable amount of an asset is the greater of its value in use and its fair value less costs to dispose.
For an asset that does not generate largely independent cash inflows, recoverable amount is assessed at the
cash-generating unit (CGU) level, which is the smallest group of assets generating cash inflows independent
of other CGUs that benefit from the use of the respective asset. Goodwill is allocated to those CGUs or groups
of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified
according to operating segments and grouped at the lowest levels for which goodwill is monitored for internal
management purposes.
For properties, the recoverable amount is assessed with reference to external valuations obtained every three
years using current market rental value with regard to recent sales of comparable sites. Internal value in use
assessments are performed during the intervening periods.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Profit or Loss.
Impairment losses recognised in respect of a CGU are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU and then to reduce the carrying amount of other assets in the CGU on a pro-rata basis.
Reversal of impairment
An impairment loss is reversed, other than for goodwill, if there has been a change in the estimates used
to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
106
Notes to the Consolidated Financial Statements
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS (CONTINUED)
3.7
INCOME TAXES
CRITICAL ACCOUNTING ESTIMATES
Key assumptions used in determining the recoverable amount of assets include expected future cash flows,
long-term growth rates, and discount rates.
In assessing value in use (VIU), estimated future cash flows are based on the Group’s most recent Board approved
business plan covering a period not exceeding five years. The three-year F22 Board approved business plan
incorporates the estimated impact on the Group from COVID-19 restrictions, the vaccine rollout, and the market
conditions forecast through the recovery phase. Whilst there continues to be a significant degree of uncertainty
associated with the impacts of COVID-19, the assessment of the recoverable amounts represents management’s
best estimate taking into account the impacts on the Group and, other than in relation to the Metro Food Stores
network, this has not resulted in a material change in the recoverable amount. However, if restrictions result
in extensive store closures or disruption to the Group’s supply chain, there is a risk of a material change in the
recoverable amount which may result in impairment.
Long-term growth rates are based on past experience, expectations of external market operating conditions,
and other assumptions which take account of the specific features of each business unit.
The recoverable amount has been determined using a VIU discounted cash flow model. In assessing VIU,
the estimated future pre-tax cash flows are discounted to their present value using a pre-tax discount rate
that reflects the current market assessments of the time value of money and risks specific to the asset.
Pre-tax discount rates used vary depending on the nature of the business and the country of operation.
The ranges of rates used in determining recoverable amounts are set out below:
Long-term growth rate
Pre-tax discount rate
2021
%
2.5
10–13
2020
%
2.5
9–13
The Group believes that any reasonably possible change in the key assumptions applied would not cause the
carrying value of assets to exceed their recoverable amount and result in a material impairment based on current
economic conditions and CGU performance.
107
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
ASSETS AND
LIABILITIES 3
2021
$M
983
(10)
(162)
811
604
207
811
2021
$M
2,210
740
2,950
885
29
(89)
3
(5)
(2)
821
(10)
811
2021
$M
1,371
–
1,371
RESTATED1
2020
$M
688
8
(120)
576
417
159
576
RESTATED1
2020
$M
1,355
430
1,785
536
39
–
4
(6)
(5)
568
8
576
2020
$M
1,327
(204)
1,123
This section presents the total income tax expense charged to the Group in respect of amounts currently
owing for taxable profits and future income taxes recoverable or payable in respect of temporary
differences. The Group presents a reconciliation of its effective tax rate and a summary of changes
in future income tax recoverable or payable by major category.
3.7.1
Income tax expense recognised in the Consolidated Statement of Profit or Loss
Income tax expense
Current tax expense
Adjustments recognised in the current year in relation to the current tax of prior periods
Deferred tax relating to the origination and reversal of temporary differences
Income tax expense is attributable to:
Profit from continuing operations (as reported in the Consolidated Statement of Profit or Loss)
Profit from discontinued operations (refer to Note 5.2)
1 Refer to Note 1.1 for further details.
3.7.2
Reconciliation between profit before income tax and income tax expense
Profit before income tax – continuing operations
Profit before income tax – discontinued operations (refer to Note 5.2)
Profit before income tax
Income tax expense using the Australian corporate tax rate of 30%
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable income
Unrecognised tax losses from the current period
Impact of differences in offshore tax rates
Other
Adjustments relating to prior periods
Income tax expense
1 Refer to Note 1.1 for further details.
Deferred tax asset
Deferred tax liability
Net deferred tax asset
3.7.3
Deferred tax balances recognised in the Consolidated Statement of Financial Position
106
Notes to the Consolidated Financial Statements
3.6
IMPAIRMENT OF NON‑FINANCIAL ASSETS (CONTINUED)
3.7
INCOME TAXES
ASSETS AND
LIABILITIES 3
107
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
CRITICAL ACCOUNTING ESTIMATES
Key assumptions used in determining the recoverable amount of assets include expected future cash flows,
long-term growth rates, and discount rates.
In assessing value in use (VIU), estimated future cash flows are based on the Group’s most recent Board approved
business plan covering a period not exceeding five years. The three-year F22 Board approved business plan
incorporates the estimated impact on the Group from COVID-19 restrictions, the vaccine rollout, and the market
conditions forecast through the recovery phase. Whilst there continues to be a significant degree of uncertainty
associated with the impacts of COVID-19, the assessment of the recoverable amounts represents management’s
best estimate taking into account the impacts on the Group and, other than in relation to the Metro Food Stores
network, this has not resulted in a material change in the recoverable amount. However, if restrictions result
in extensive store closures or disruption to the Group’s supply chain, there is a risk of a material change in the
recoverable amount which may result in impairment.
Long-term growth rates are based on past experience, expectations of external market operating conditions,
and other assumptions which take account of the specific features of each business unit.
The recoverable amount has been determined using a VIU discounted cash flow model. In assessing VIU,
the estimated future pre-tax cash flows are discounted to their present value using a pre-tax discount rate
that reflects the current market assessments of the time value of money and risks specific to the asset.
Pre-tax discount rates used vary depending on the nature of the business and the country of operation.
The ranges of rates used in determining recoverable amounts are set out below:
Long-term growth rate
Pre-tax discount rate
2021
%
2.5
10–13
2020
%
2.5
9–13
The Group believes that any reasonably possible change in the key assumptions applied would not cause the
carrying value of assets to exceed their recoverable amount and result in a material impairment based on current
economic conditions and CGU performance.
This section presents the total income tax expense charged to the Group in respect of amounts currently
owing for taxable profits and future income taxes recoverable or payable in respect of temporary
differences. The Group presents a reconciliation of its effective tax rate and a summary of changes
in future income tax recoverable or payable by major category.
3.7.1
Income tax expense recognised in the Consolidated Statement of Profit or Loss
Income tax expense
Current tax expense
Adjustments recognised in the current year in relation to the current tax of prior periods
Deferred tax relating to the origination and reversal of temporary differences
Income tax expense is attributable to:
Profit from continuing operations (as reported in the Consolidated Statement of Profit or Loss)
Profit from discontinued operations (refer to Note 5.2)
1 Refer to Note 1.1 for further details.
3.7.2
Reconciliation between profit before income tax and income tax expense
Profit before income tax – continuing operations
Profit before income tax – discontinued operations (refer to Note 5.2)
Profit before income tax
Income tax expense using the Australian corporate tax rate of 30%
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable income
Unrecognised tax losses from the current period
Impact of differences in offshore tax rates
Other
Adjustments relating to prior periods
Income tax expense
1 Refer to Note 1.1 for further details.
3.7.3
Deferred tax balances recognised in the Consolidated Statement of Financial Position
Deferred tax asset
Deferred tax liability
Net deferred tax asset
2021
$M
983
(10)
(162)
811
604
207
811
2021
$M
2,210
740
2,950
885
29
(89)
3
(5)
(2)
821
(10)
811
2021
$M
1,371
–
1,371
RESTATED1
2020
$M
688
8
(120)
576
417
159
576
RESTATED1
2020
$M
1,355
430
1,785
536
39
–
4
(6)
(5)
568
8
576
2020
$M
1,327
(204)
1,123
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
108
Notes to the Consolidated Financial Statements
ASSETS AND
LIABILITIES 3
3.7
INCOME TAXES (CONTINUED)
3.7
INCOME TAXES (CONTINUED)
3.7.3
Deferred tax balances recognised in the Consolidated Statement of Financial Position (continued)
3.7.4
Tax consolidation
2021
Deferred tax assets
Property, plant and equipment
Lease liabilities
Provisions, accruals, and other liabilities
Cash flow and fair value hedges
Total deferred tax assets
Deferred tax liabilities
Intangible assets
Unrealised exchange differences
Lease assets
Prepayments
Other
Total deferred tax liabilities
Net deferred tax asset/(liability)
2020
Deferred tax assets
Property, plant and equipment
Lease liabilities
Provisions, accruals, and other liabilities
Cash flow and fair value hedges
Total deferred tax assets
Deferred tax liabilities
Intangible assets
Unrealised exchange differences
Lease assets
Prepayments
Other
Total deferred tax liabilities
Net deferred tax asset
OPENING
BALANCE
$M
RECOGNISED IN
PROFIT OR LOSS
$M
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
$M
ACQUISITIONS
AND OTHER
$M
TRANSFERS TO
ASSETS HELD
FOR SALE OR
DISTRIBUTION
$M
CLOSING
BALANCE
$M
73
4,549
924
20
5,566
(619)
(33)
(3,796)
(1)
6
(4,443)
1,123
111
154
(24)
(5)
236
–
2
(22)
(5)
(49)
(74)
162
–
–
5
(10)
(5)
–
2
–
–
(18)
(16)
(21)
–
1
10
–
11
(53)
–
–
–
(8)
(61)
(50)
(99)
(1,133)
(126)
–
(1,358)
550
–
935
1
29
1,515
157
85
3,571
789
5
4,450
(122)
(29)
(2,883)
(5)
(40)
(3,079)
1,371
RECOGNISED
ON INITIAL
APPLICATION OF
AASB 16
$M
OPENING
BALANCE
$M
RECOGNISED IN
PROFIT OR LOSS
$M
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
$M
ACQUISITIONS
AND OTHER
$M
CLOSING
BALANCE
$M
48
–
1,008
14
1,070
(633)
(32)
–
(7)
(7)
(679)
391
–
4,391
(139)
–
4,252
–
–
(3,669)
–
–
(3,669)
583
25
158
57
–
240
–
(5)
(127)
6
6
(120)
120
–
–
(2)
6
4
–
4
–
–
–
4
8
–
–
–
–
–
14
–
–
–
7
21
21
73
4,549
924
20
5,566
(619)
(33)
(3,796)
(1)
6
(4,443)
1,123
Unrecognised deferred tax assets
At the reporting date, the Group has unused capital losses of $1,170 million (2020: $1,165 million) available for offset against
future capital gains. A deferred tax asset has not been recognised in association with these capital losses as it is not probable
that there will be sufficient capital gains available against which these capital losses can be utilised in the foreseeable future.
At the reporting date, the Group has unused revenue losses of $56 million (2020: $48 million). A deferred tax asset has not
been recognised in respect of these revenue losses as it is not probable that there will be sufficient profit available against
which these losses can be utilised during the five-year period that these losses remain available to be carried forward.
The Company and its wholly-owned Australian resident entities formed a tax consolidated group with effect from 1 July 2002.
Woolworths Group Limited is the head entity of the tax consolidated group and has assumed the current tax liabilities of
the members in the tax consolidated group (the Woolworths tax group). Income tax expense or benefit, deferred tax assets,
and deferred tax liabilities arising from temporary differences of the members of the tax consolidated group are recognised
by each subsidiary where the subsidiary would have been able to recognise the deferred tax asset or deferred tax liability
on a standalone basis.
The members of the tax consolidated group have entered into a tax funding agreement with the Company which sets out the
funding obligations in respect of income tax amounts. The agreement requires payments by the subsidiary to the Company
equal to the income tax liability assumed by the Company. The Company is required to make payment to the subsidiary equal
to the current tax asset assumed by the Company.
In respect of carried forward tax losses brought into the group on consolidation by subsidiary members, the Company will pay
the subsidiary member for such losses when these losses are transferred to the tax consolidated group, where the subsidiary
member would have been entitled to recognise the benefit of these losses on a standalone basis.
On 3 February 2020, Endeavour Group Limited and a number of its wholly-owned Australian resident subsidiaries exited the
Woolworths tax group. As a result, no further obligation to the Company exists on balance date in relation to the period of time
that these entities were a member of the Woolworths tax group.
Income tax expense of $126 million (2020: $117 million) was charged by the Company to subsidiaries during the period through
at call intercompany accounts.
SIGNIFICANT ACCOUNTING POLICIES
Income tax expense in the Consolidated Statement of Profit or Loss for the period presented comprises current
and deferred tax. Income tax is recognised in the Consolidated Statement of Profit or Loss except to the extent
that it relates to items recognised in other comprehensive income, or directly in equity, in which case the tax
is also recognised in other comprehensive income, or directly in equity, respectively.
Current tax payable represents the amount expected to be paid to taxation authorities on taxable income for the
period, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable
Current tax
in respect of previous periods.
Deferred tax
Deferred tax is calculated using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting and taxation purposes. Deferred tax is measured
at the rates that are expected to apply in the period in which the liability is settled, or asset realised, based on tax
rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition
(other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit or in relation to the initial recognition of goodwill.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences or unused tax losses and tax offsets can be utilised. Deferred
tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
The benefit of intangible assets with an indefinite useful life will flow to the Group on an annual basis, therefore
the carrying amount will be recovered through use.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
109
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
108
Notes to the Consolidated Financial Statements
3.7
INCOME TAXES (CONTINUED)
3.7
INCOME TAXES (CONTINUED)
ASSETS AND
LIABILITIES 3
109
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
3.7.3
Deferred tax balances recognised in the Consolidated Statement of Financial Position (continued)
OPENING
BALANCE
RECOGNISED IN
PROFIT OR LOSS
$M
$M
COMPREHENSIVE
ACQUISITIONS
INCOME
AND OTHER
DISTRIBUTION
$M
$M
$M
CLOSING
BALANCE
$M
RECOGNISED
IN OTHER
TRANSFERS TO
ASSETS HELD
FOR SALE OR
2021
Deferred tax assets
Property, plant and equipment
Lease liabilities
Provisions, accruals, and other liabilities
Cash flow and fair value hedges
Total deferred tax assets
Deferred tax liabilities
Intangible assets
Unrealised exchange differences
Lease assets
Prepayments
Other
Total deferred tax liabilities
Net deferred tax asset/(liability)
2020
Deferred tax assets
Property, plant and equipment
Lease liabilities
Provisions, accruals, and other liabilities
Cash flow and fair value hedges
Total deferred tax assets
Deferred tax liabilities
Intangible assets
Unrealised exchange differences
Lease assets
Prepayments
Other
Total deferred tax liabilities
Net deferred tax asset
Unrecognised deferred tax assets
73
4,549
924
20
5,566
(619)
(33)
(3,796)
(1)
6
(4,443)
1,123
48
–
1,008
14
1,070
(633)
(32)
–
(7)
(7)
(679)
391
111
154
(24)
(5)
236
–
2
(22)
(5)
(49)
(74)
162
–
–
5
(10)
(5)
–
2
–
–
(18)
(16)
(21)
–
–
–
–
–
–
4,391
(139)
4,252
(3,669)
(3,669)
583
25
158
57
–
240
(127)
–
(5)
6
6
(120)
120
–
1
10
–
11
(53)
–
–
–
(8)
(61)
(50)
–
–
(2)
6
4
–
4
–
–
–
4
8
(1,358)
4,450
(99)
(1,133)
(126)
–
550
–
935
1
29
1,515
157
85
3,571
789
5
(122)
(29)
(2,883)
(5)
(40)
(3,079)
1,371
–
–
–
–
–
14
–
–
–
7
21
21
73
4,549
924
20
5,566
(619)
(33)
(3,796)
(1)
6
(4,443)
1,123
RECOGNISED
ON INITIAL
APPLICATION OF
RECOGNISED
IN OTHER
OPENING
BALANCE
$M
AASB 16
$M
RECOGNISED IN
PROFIT OR LOSS
COMPREHENSIVE
ACQUISITIONS
INCOME
AND OTHER
$M
$M
$M
CLOSING
BALANCE
$M
At the reporting date, the Group has unused capital losses of $1,170 million (2020: $1,165 million) available for offset against
future capital gains. A deferred tax asset has not been recognised in association with these capital losses as it is not probable
that there will be sufficient capital gains available against which these capital losses can be utilised in the foreseeable future.
At the reporting date, the Group has unused revenue losses of $56 million (2020: $48 million). A deferred tax asset has not
been recognised in respect of these revenue losses as it is not probable that there will be sufficient profit available against
which these losses can be utilised during the five-year period that these losses remain available to be carried forward.
Tax consolidation
3.7.4
The Company and its wholly-owned Australian resident entities formed a tax consolidated group with effect from 1 July 2002.
Woolworths Group Limited is the head entity of the tax consolidated group and has assumed the current tax liabilities of
the members in the tax consolidated group (the Woolworths tax group). Income tax expense or benefit, deferred tax assets,
and deferred tax liabilities arising from temporary differences of the members of the tax consolidated group are recognised
by each subsidiary where the subsidiary would have been able to recognise the deferred tax asset or deferred tax liability
on a standalone basis.
The members of the tax consolidated group have entered into a tax funding agreement with the Company which sets out the
funding obligations in respect of income tax amounts. The agreement requires payments by the subsidiary to the Company
equal to the income tax liability assumed by the Company. The Company is required to make payment to the subsidiary equal
to the current tax asset assumed by the Company.
In respect of carried forward tax losses brought into the group on consolidation by subsidiary members, the Company will pay
the subsidiary member for such losses when these losses are transferred to the tax consolidated group, where the subsidiary
member would have been entitled to recognise the benefit of these losses on a standalone basis.
On 3 February 2020, Endeavour Group Limited and a number of its wholly-owned Australian resident subsidiaries exited the
Woolworths tax group. As a result, no further obligation to the Company exists on balance date in relation to the period of time
that these entities were a member of the Woolworths tax group.
Income tax expense of $126 million (2020: $117 million) was charged by the Company to subsidiaries during the period through
at call intercompany accounts.
SIGNIFICANT ACCOUNTING POLICIES
Income tax expense in the Consolidated Statement of Profit or Loss for the period presented comprises current
and deferred tax. Income tax is recognised in the Consolidated Statement of Profit or Loss except to the extent
that it relates to items recognised in other comprehensive income, or directly in equity, in which case the tax
is also recognised in other comprehensive income, or directly in equity, respectively.
Current tax
Current tax payable represents the amount expected to be paid to taxation authorities on taxable income for the
period, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable
in respect of previous periods.
Deferred tax
Deferred tax is calculated using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting and taxation purposes. Deferred tax is measured
at the rates that are expected to apply in the period in which the liability is settled, or asset realised, based on tax
rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition
(other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit or in relation to the initial recognition of goodwill.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences or unused tax losses and tax offsets can be utilised. Deferred
tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
The benefit of intangible assets with an indefinite useful life will flow to the Group on an annual basis, therefore
the carrying amount will be recovered through use.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
110
Notes to the Consolidated Financial Statements
ASSETS AND
LIABILITIES 3
3.8
TRADE AND OTHER PAYABLES
3.9
PROVISIONS (CONTINUED)
Trade and other payables mainly consists of amounts owing to the Group’s suppliers that have been
invoiced or accrued.
Movements in total self‑insured risks, restructuring, onerous contracts, store exit costs, and other provisions
Trade payables
Accruals
Contract liabilities
2021
$M
4,832
1,271
364
6,467
2020
$M
5,843
1,415
250
7,508
Contract liabilities
Contract liabilities represent consideration received for performance obligations not yet satisfied primarily relating to the Group’s
loyalty programs and gift cards. Substantially all of the revenue deferred at period end will be recognised in the following period.
3.9
PROVISIONS
Provisions are a liability recorded where there is uncertainty over the timing or amount that will be paid
but the expected settlement amount can be reliably estimated by the Group. The main provisions held are
in relation to employee benefits, self‑insured risks, restructuring, onerous contracts, and store exit costs.
Current
Employee benefits
Self-insured risks
Restructuring, onerous contracts, store exit costs, and other
Total current provisions
Non‑current
Employee benefits
Self-insured risks
Restructuring, onerous contracts, store exit costs, and other
Total non‑current provisions
Total provisions
2021
$M
2020
$M
1,228
169
121
1,518
108
422
274
804
2,322
1,533
207
141
1,881
111
430
377
918
2,799
111
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
Transfer of Endeavour Group liabilities to held for distribution
Movement:
Balance at start of period
Net provisions recognised
Cash payments
Other
Balance at end of period
Current
Non-current
Balance at end of period
SELF‑INSURED RISKS
AND OTHER
RESTRUCTURING, ONEROUS
CONTRACTS, STORE EXIT COSTS,
2021
$M
637
162
(139)
(45)
(24)
591
169
422
591
2020
$M
603
187
(134)
–
(19)
637
207
430
637
2021
$M
518
30
(129)
(10)
(14)
395
121
274
395
2020
$M
543
128
(144)
–
(9)
518
141
377
518
SIGNIFICANT ACCOUNTING POLICIES
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event,
it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate
can be made as to the amount of the obligation. The amount recognised is the best estimate of the consideration
required to settle the present obligation at the reporting date, taking into account the risks and uncertainties
A liability is recognised for benefits accruing to employees in respect of annual leave and long service leave.
Liabilities expected to be settled within 12 months are measured at their nominal values using the remuneration
rate expected to apply at the time of settlement.
Liabilities which are not expected to be settled within 12 months are measured as the present value of the estimated
future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.
The provision for self-insured risks primarily represents the estimated liability for workers’ compensation
surrounding the obligation.
Employee benefits
Self‑insurance
and public liability claims.
Restructuring
will occur.
Provision for restructuring is recognised when the Group has developed a detailed formal plan for the
restructuring and has raised a valid expectation in those affected by the restructuring that the restructuring
Onerous contracts and store exit costs
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect
the least net cost of exiting from the contract, which is the lower of the cost of fulfilling the contract and any
compensation or penalties arising from failure to fulfil the contract.
110
Notes to the Consolidated Financial Statements
3.8
TRADE AND OTHER PAYABLES
3.9
PROVISIONS (CONTINUED)
ASSETS AND
LIABILITIES 3
111
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Trade and other payables mainly consists of amounts owing to the Group’s suppliers that have been
invoiced or accrued.
Contract liabilities represent consideration received for performance obligations not yet satisfied primarily relating to the Group’s
loyalty programs and gift cards. Substantially all of the revenue deferred at period end will be recognised in the following period.
Provisions are a liability recorded where there is uncertainty over the timing or amount that will be paid
but the expected settlement amount can be reliably estimated by the Group. The main provisions held are
in relation to employee benefits, self‑insured risks, restructuring, onerous contracts, and store exit costs.
Trade payables
Accruals
Contract liabilities
Contract liabilities
3.9
PROVISIONS
Current
Employee benefits
Self-insured risks
Total current provisions
Non‑current
Employee benefits
Self-insured risks
Restructuring, onerous contracts, store exit costs, and other
Restructuring, onerous contracts, store exit costs, and other
Total non‑current provisions
Total provisions
2021
$M
4,832
1,271
364
6,467
2020
$M
5,843
1,415
250
7,508
2021
$M
2020
$M
1,228
169
121
1,518
108
422
274
804
1,533
207
141
1,881
111
430
377
918
2,322
2,799
Movements in total self‑insured risks, restructuring, onerous contracts, store exit costs, and other provisions
Movement:
Balance at start of period
Net provisions recognised
Cash payments
Transfer of Endeavour Group liabilities to held for distribution
Other
Balance at end of period
Current
Non-current
Balance at end of period
SELF‑INSURED RISKS
RESTRUCTURING, ONEROUS
CONTRACTS, STORE EXIT COSTS,
AND OTHER
2021
$M
637
162
(139)
(45)
(24)
591
169
422
591
2020
$M
603
187
(134)
–
(19)
637
207
430
637
2021
$M
518
30
(129)
(10)
(14)
395
121
274
395
2020
$M
543
128
(144)
–
(9)
518
141
377
518
SIGNIFICANT ACCOUNTING POLICIES
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event,
it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate
can be made as to the amount of the obligation. The amount recognised is the best estimate of the consideration
required to settle the present obligation at the reporting date, taking into account the risks and uncertainties
surrounding the obligation.
Employee benefits
A liability is recognised for benefits accruing to employees in respect of annual leave and long service leave.
Liabilities expected to be settled within 12 months are measured at their nominal values using the remuneration
rate expected to apply at the time of settlement.
Liabilities which are not expected to be settled within 12 months are measured as the present value of the estimated
future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.
Self‑insurance
The provision for self-insured risks primarily represents the estimated liability for workers’ compensation
and public liability claims.
Restructuring
Provision for restructuring is recognised when the Group has developed a detailed formal plan for the
restructuring and has raised a valid expectation in those affected by the restructuring that the restructuring
will occur.
Onerous contracts and store exit costs
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect
the least net cost of exiting from the contract, which is the lower of the cost of fulfilling the contract and any
compensation or penalties arising from failure to fulfil the contract.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
112
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
3.9
PROVISIONS (CONTINUED)
4 CAPITAL STRUCTURE, FINANCING, AND RISK MANAGEMENT
CRITICAL ACCOUNTING ESTIMATES
4.1
EARNINGS PER SHARE
The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity
and have a risk of causing a material adjustment in subsequent periods. Any changes in the estimates and
judgements of the provision in future periods will be recognised in the Consolidated Statement of Profit or Loss.
Discount rates
Where a provision is measured using the cash flows estimated to settle the obligation, with the exception of employee
benefits, the cash flows are discounted using a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. Employee benefits are discounted by reference to market yields at the
end of the reporting period on high quality corporate bonds. Rates are reviewed periodically and, given the nature
of the estimate, reasonably possible changes are not considered likely to have a material impact.
Employee benefits
In estimating the value of employee benefits, consideration is given to expected future salary and wage levels
(including on-cost rates), experience of employee departures, and periods of service. The assumptions are
reviewed periodically and, given the nature of the estimate, reasonably possible changes in assumptions are
not considered likely to have a material impact.
Included in employee benefits is the team member remediation provision which represents the Group’s best
estimate of the expenditure required to settle the obligation in accordance with the General Retail Industry Award
(GRIA) and the Hospitality Industry (General) Award (HIGA). The calculation of this provision involves a substantial
volume of data and a significant degree of complexity, interpretation, and estimation. In June 2021, the Fair Work
Ombudsman issued a statement of claim to the Group challenging the Group’s interpretation of certain clauses of
the GRIA in its calculation of team member remediation payments. The Group is defending this claim however it
is at an early stage of the proceedings and the potential outcome and total costs associated with this matter are
uncertain. The Group’s exposure may change materially based on the outcome of the legal proceedings.
Self‑insurance
Self-insurance provisions are determined based on independent actuarial assessments, which consider numbers,
amounts, and duration of claims and allow for future inflation and investment returns. Allowance is included for
injuries which occurred before the reporting date, but where the claim is expected to be notified after the reporting
date. The assumptions are reviewed periodically and, given the nature of the estimate, reasonably possible
changes in assumptions are not considered likely to have a material impact.
Restructuring, onerous contracts, and store exit costs
Provisions for store closures and onerous lease contracts are recognised based on the lower of the estimated
unavoidable net costs of meeting all leases and other obligations under the stores and associated contracts,
and management’s best estimate of the compensation expected to be payable to landlords and other
third parties as a result of early termination of contracts. Estimates differ depending on the rent, location,
lease exit terms, and management’s assessment of the timing and likely termination costs.
Earnings per share presents the amount of profit generated for the reporting period attributable
to shareholders divided by the weighted average number of shares on issue. The potential for any
share rights issued by the Group to dilute existing shareholders’ ownership when the share rights
are exercised are also presented.
Profit for the period attributable to equity holders of the parent entity used
in earnings per share ($M)
Continuing operations
Discontinued operations
Weighted average number of shares used in earnings per share (shares, millions) 2
Basic earnings per share (cents per share) 2
Basic earnings per share
Diluted earnings per share 3
Continuing operations
Discontinued operations
Diluted earnings per share (cents per share) 2 , 3
Continuing operations
Discontinued operations
1 Refer to Note 1.1 for further details.
share trusts).
2 Weighted average number of shares has been adjusted to remove shares held in trust by Woolworths Custodian Pty Ltd (as trustee of various employee
3
Includes 5.7 million (2020: 7.5 million) shares deemed to be issued for no consideration in respect of employee performance rights.
2021
RESTATED1
2020
1,606
468
2,074
928
237
1,165
1,256.9
1,262.6
1,257.9
1,265.4
127.7
37.3
165.0
127.1
37.1
164.2
73.9
18.8
92.7
73.5
18.7
92.2
113
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0
2
1
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H
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G
R
O
U
P
1
H
I
G
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L
I
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T
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P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
112
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
113
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3.9
PROVISIONS (CONTINUED)
4 CAPITAL STRUCTURE, FINANCING, AND RISK MANAGEMENT
CRITICAL ACCOUNTING ESTIMATES
4.1
EARNINGS PER SHARE
The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity
and have a risk of causing a material adjustment in subsequent periods. Any changes in the estimates and
judgements of the provision in future periods will be recognised in the Consolidated Statement of Profit or Loss.
Where a provision is measured using the cash flows estimated to settle the obligation, with the exception of employee
benefits, the cash flows are discounted using a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. Employee benefits are discounted by reference to market yields at the
end of the reporting period on high quality corporate bonds. Rates are reviewed periodically and, given the nature
of the estimate, reasonably possible changes are not considered likely to have a material impact.
Discount rates
Employee benefits
In estimating the value of employee benefits, consideration is given to expected future salary and wage levels
(including on-cost rates), experience of employee departures, and periods of service. The assumptions are
reviewed periodically and, given the nature of the estimate, reasonably possible changes in assumptions are
not considered likely to have a material impact.
Included in employee benefits is the team member remediation provision which represents the Group’s best
estimate of the expenditure required to settle the obligation in accordance with the General Retail Industry Award
(GRIA) and the Hospitality Industry (General) Award (HIGA). The calculation of this provision involves a substantial
volume of data and a significant degree of complexity, interpretation, and estimation. In June 2021, the Fair Work
Ombudsman issued a statement of claim to the Group challenging the Group’s interpretation of certain clauses of
the GRIA in its calculation of team member remediation payments. The Group is defending this claim however it
is at an early stage of the proceedings and the potential outcome and total costs associated with this matter are
uncertain. The Group’s exposure may change materially based on the outcome of the legal proceedings.
Self‑insurance
Self-insurance provisions are determined based on independent actuarial assessments, which consider numbers,
amounts, and duration of claims and allow for future inflation and investment returns. Allowance is included for
injuries which occurred before the reporting date, but where the claim is expected to be notified after the reporting
date. The assumptions are reviewed periodically and, given the nature of the estimate, reasonably possible
changes in assumptions are not considered likely to have a material impact.
Restructuring, onerous contracts, and store exit costs
Provisions for store closures and onerous lease contracts are recognised based on the lower of the estimated
unavoidable net costs of meeting all leases and other obligations under the stores and associated contracts,
and management’s best estimate of the compensation expected to be payable to landlords and other
third parties as a result of early termination of contracts. Estimates differ depending on the rent, location,
lease exit terms, and management’s assessment of the timing and likely termination costs.
Earnings per share presents the amount of profit generated for the reporting period attributable
to shareholders divided by the weighted average number of shares on issue. The potential for any
share rights issued by the Group to dilute existing shareholders’ ownership when the share rights
are exercised are also presented.
Profit for the period attributable to equity holders of the parent entity used
in earnings per share ($M)
Continuing operations
Discontinued operations
Weighted average number of shares used in earnings per share (shares, millions) 2
Basic earnings per share
Diluted earnings per share 3
Basic earnings per share (cents per share) 2
Continuing operations
Discontinued operations
Diluted earnings per share (cents per share) 2 , 3
Continuing operations
Discontinued operations
2021
RESTATED1
2020
1,606
468
2,074
928
237
1,165
1,256.9
1,262.6
1,257.9
1,265.4
127.7
37.3
165.0
127.1
37.1
164.2
73.9
18.8
92.7
73.5
18.7
92.2
1 Refer to Note 1.1 for further details.
2 Weighted average number of shares has been adjusted to remove shares held in trust by Woolworths Custodian Pty Ltd (as trustee of various employee
share trusts).
Includes 5.7 million (2020: 7.5 million) shares deemed to be issued for no consideration in respect of employee performance rights.
3
1
I
H
G
H
L
I
G
H
T
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P
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R
F
O
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M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
114
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.2
DIVIDENDS
4.3
CONTRIBUTED EQUITY
Dividends are distributions of the Group’s profit after tax before significant items and assets to its
shareholders.
Contributed equity represents the number of ordinary shares on issue less shares held by the Group.
A reconciliation is presented to show the total number of ordinary shares held by the Group which
reduces the number of total shares traded on‑market.
2021
CENTS PER
SHARE
TOTAL
AMOUNT
$M
Current year interim
Prior year final
Dividends paid during the period
Issue of shares to satisfy the
dividend reinvestment plan
Dividends paid in cash
53
48
101
671
606
1,277
(173)
1,104
All dividends are fully franked at a 30% tax rate.
DATE OF
PAYMENT
CENTS PER
SHARE
14 April 2021
6 October 2020
46
57
103
2020
TOTAL
AMOUNT
$M
DATE OF
PAYMENT
580
9 April 2020
717 30 September 2019
1,297
(164)
1,133
On 26 August 2021, the Board of Directors declared a final dividend of 55 cents per share in respect of the 2021 financial period,
fully franked at a 30% tax rate. The amount will be paid on or around 8 October 2021 and is expected to be $697 million. As the
dividends were declared subsequent to 27 June 2021, no provision had been made at 27 June 2021.
Dividend Reinvestment Plan (DRP)
The DRP remains active. Eligible shareholders may participate in the DRP in respect of all or part of their shareholding.
There is currently no DRP discount applied and no limit on the number of shares that can participate in the DRP.
Shares will be allocated to shareholders under the DRP for the 2021 final dividend at an amount equal to the average of the daily
volume weighted average market price of ordinary shares of the Company traded on the ASX over the period of 10 trading days
commencing on 7 September 2021. The last date for receipt of election notices for the DRP is 6 September 2021. The Company
intends to issue new shares to satisfy its obligations under the DRP.
During the period, 14.0% (2020: 12.6%) of the dividends paid were reinvested in shares of the Company.
Demerger distribution
A demerger distribution liability equal to the fair value of the net assets of Endeavour Group to be distributed of $7,870 million
has been recognised at 27 June 2021. The demerger distribution liability has been allocated between a capital reduction
($904 million) and a demerger dividend ($6,966 million). Refer to Note 5.3.2 for further details on demerger accounting.
Franking credit balance
Franking credits available for future financial periods (tax paid basis, 30% tax rate)
2021
$M
1,740
2020
$M
1,546
The above amount represents the balance of the franking accounts at the end of the period, adjusted for:
• Franking credits that will arise from the payment of income tax payable at the end of the period; and
• Franking debits that will arise from the payment of dividends provided at the end of the period.
The above franking credit balance excludes $692 million attributable to Endeavour Group which will transfer on demerger
(2020: $552 million) and $18 million attributable to other non-controlling interests (2020: $16 million).
1,267,652,417 fully paid ordinary shares (2020: 1,263,091,936)
Issue of shares to satisfy the dividend reinvestment plan
SHARE CAPITAL
Movement:
Balance at start of period
Demerger distribution
Balance at end of period
SHARES HELD IN TRUST
Movement:
Balance at start of period
2021
NUMBER
M
2020
$M
NUMBER
M
$M
1,263.1
4.6
–
1,267.7
6,197
173
(904)
5,466
1,258.7
4.4
–
1,263.1
6,033
164
–
6,197
Issue of shares to satisfy employee long-term incentive plans
Issue of shares to satisfy the dividend reinvestment plan
Purchase of shares by the Woolworths Employee Share Trust
Balance at end of period
(5.1)
4.1
–
(4.1)
(5.1)
(175)
139
–
(177)
(213)
(6.9)
4.7
(0.1)
(2.8)
(5.1)
(205)
135
(3)
(102)
(175)
Contributed equity at end of period
1,262.6
5,253
1,258.0
6,022
Demerger distribution
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group. Accounting for the demerger
is guided by AASB Interpretation 17 Distributions of Non-cash Assets to Owners. A demerger distribution liability equal to the
fair value of the net assets to be distributed of $7,870 million has been recognised at 27 June 2021. The demerger distribution
liability has been allocated between a capital reduction ($904 million) and a demerger dividend ($6,966 million). The value
of the capital reduction has been determined in accordance with the tax allocation specified by an ATO ruling and has been
recognised against share capital. Refer to Note 5.3.2 for further details on demerger accounting.
Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’
meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any
Share capital
proceeds on liquidation.
Share options and performance rights
and no voting rights.
Refer to Note 6.2 for further details of outstanding options and performance rights. Performance rights carry no rights to dividends
115
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E
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O
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T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
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I
N
F
O
R
M
A
T
I
O
N
114
Notes to the Consolidated Financial Statements
4.2
DIVIDENDS
shareholders.
Dividends are distributions of the Group’s profit after tax before significant items and assets to its
2021
CENTS PER
SHARE
TOTAL
AMOUNT
$M
Current year interim
Prior year final
Dividends paid during the period
Issue of shares to satisfy the
dividend reinvestment plan
Dividends paid in cash
53
48
101
671
606
1,277
(173)
1,104
All dividends are fully franked at a 30% tax rate.
DATE OF
PAYMENT
CENTS PER
SHARE
DATE OF
PAYMENT
14 April 2021
6 October 2020
580
9 April 2020
717 30 September 2019
46
57
103
2020
TOTAL
AMOUNT
$M
1,297
(164)
1,133
On 26 August 2021, the Board of Directors declared a final dividend of 55 cents per share in respect of the 2021 financial period,
fully franked at a 30% tax rate. The amount will be paid on or around 8 October 2021 and is expected to be $697 million. As the
dividends were declared subsequent to 27 June 2021, no provision had been made at 27 June 2021.
Dividend Reinvestment Plan (DRP)
The DRP remains active. Eligible shareholders may participate in the DRP in respect of all or part of their shareholding.
There is currently no DRP discount applied and no limit on the number of shares that can participate in the DRP.
Shares will be allocated to shareholders under the DRP for the 2021 final dividend at an amount equal to the average of the daily
volume weighted average market price of ordinary shares of the Company traded on the ASX over the period of 10 trading days
commencing on 7 September 2021. The last date for receipt of election notices for the DRP is 6 September 2021. The Company
intends to issue new shares to satisfy its obligations under the DRP.
During the period, 14.0% (2020: 12.6%) of the dividends paid were reinvested in shares of the Company.
A demerger distribution liability equal to the fair value of the net assets of Endeavour Group to be distributed of $7,870 million
has been recognised at 27 June 2021. The demerger distribution liability has been allocated between a capital reduction
($904 million) and a demerger dividend ($6,966 million). Refer to Note 5.3.2 for further details on demerger accounting.
Demerger distribution
Franking credit balance
Franking credits available for future financial periods (tax paid basis, 30% tax rate)
The above amount represents the balance of the franking accounts at the end of the period, adjusted for:
• Franking credits that will arise from the payment of income tax payable at the end of the period; and
• Franking debits that will arise from the payment of dividends provided at the end of the period.
The above franking credit balance excludes $692 million attributable to Endeavour Group which will transfer on demerger
(2020: $552 million) and $18 million attributable to other non-controlling interests (2020: $16 million).
2021
$M
1,740
2020
$M
1,546
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
115
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0
2
1
W
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W
O
R
T
H
S
G
R
O
U
P
4.3
CONTRIBUTED EQUITY
Contributed equity represents the number of ordinary shares on issue less shares held by the Group.
A reconciliation is presented to show the total number of ordinary shares held by the Group which
reduces the number of total shares traded on‑market.
SHARE CAPITAL
1,267,652,417 fully paid ordinary shares (2020: 1,263,091,936)
Movement:
Balance at start of period
Issue of shares to satisfy the dividend reinvestment plan
Demerger distribution
Balance at end of period
SHARES HELD IN TRUST
Movement:
Balance at start of period
Issue of shares to satisfy employee long-term incentive plans
Issue of shares to satisfy the dividend reinvestment plan
Purchase of shares by the Woolworths Employee Share Trust
Balance at end of period
2021
NUMBER
M
2020
$M
NUMBER
M
$M
1,263.1
4.6
–
1,267.7
6,197
173
(904)
5,466
1,258.7
4.4
–
1,263.1
6,033
164
–
6,197
(5.1)
4.1
–
(4.1)
(5.1)
(175)
139
–
(177)
(213)
(6.9)
4.7
(0.1)
(2.8)
(5.1)
(205)
135
(3)
(102)
(175)
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
Contributed equity at end of period
1,262.6
5,253
1,258.0
6,022
'
Demerger distribution
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group. Accounting for the demerger
is guided by AASB Interpretation 17 Distributions of Non-cash Assets to Owners. A demerger distribution liability equal to the
fair value of the net assets to be distributed of $7,870 million has been recognised at 27 June 2021. The demerger distribution
liability has been allocated between a capital reduction ($904 million) and a demerger dividend ($6,966 million). The value
of the capital reduction has been determined in accordance with the tax allocation specified by an ATO ruling and has been
recognised against share capital. Refer to Note 5.3.2 for further details on demerger accounting.
Share capital
Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’
meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any
proceeds on liquidation.
Share options and performance rights
Refer to Note 6.2 for further details of outstanding options and performance rights. Performance rights carry no rights to dividends
and no voting rights.
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
116
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.4
RESERVES
4.4
RESERVES (CONTINUED)
Reserves represent the cumulative gains or losses that have been recognised in the Consolidated
Statement of Other Comprehensive Income.
2021
Balance at start of period
Effective portion of changes in the
fair value of cash flow hedges,
net of tax
Transfers to initial carrying
amount of hedged items,
net of tax
Foreign currency translation
of foreign operations, net of tax
Share-based payments expense
Transfer of shares to satisfy
employee long-term incentive plans
Demerger distribution
Recognition of put option over
non-controlling interest
Change in the fair value
of investments
in equity securities
Balance at end of period
2020
Balance at start of period
Effective portion of changes in the
fair value of cash flow hedges,
net of tax
Transfers to initial carrying
amount of hedged items,
net of tax
Foreign currency translation
of foreign operations, net of tax
Share-based payments expense
Transfer of shares to satisfy
employee long-term incentive plans
Change in the fair value
of investments
in equity securities
Balance at end of period
CASH FLOW
HEDGE
RESERVE
$M
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$M
REMUNERATION
RESERVE
$M
DEMERGER
RESERVE
$M
OTHER
RESERVES
$M
(38)
80
296
–
–
–
–
–
–
(6,966)
53
–
–
–
–
–
–
–
–
–
102
(139)
–
TOTAL
$M
391
(8)
33
(9)
102
(139)
(6,966)
(8)
33
–
–
–
–
–
–
(13)
–
–
(9)
–
–
–
–
–
71
–
–
(390)
(390)
Demerger reserve
The demerger reserve comprises the demerger dividend which is the difference between the fair value
of Endeavour Group’s net assets to be distributed and the capital reduction. Refer to Note 5.3.2 for details
–
259
–
(6,966)
(3)
(340)
(3)
(6,989)
of demerger accounting.
Other reserves
Other reserves comprises the following:
CASH FLOW
HEDGE
RESERVE
$M
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$M
REMUNERATION
RESERVE
$M
OTHER
RESERVES
$M
(29)
134
335
50
(1)
(8)
–
–
–
–
(38)
–
–
(54)
–
–
–
80
–
–
–
96
(135)
–
296
–
–
–
–
–
3
53
TOTAL
$M
490
(1)
(8)
(54)
96
(135)
3
391
SIGNIFICANT ACCOUNTING POLICIES
Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value
of cash flow hedging instruments related to hedged transactions that have not yet occurred. The cumulative
deferred gain or loss on the hedge is recognised in the Consolidated Statement of Profit or Loss when the hedged
transaction impacts profit or loss, consistent with the applicable accounting policy. Refer to Note 4.7 for details
of hedging.
Foreign currency translation reserve (FCTR)
FCTR comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations where their functional currency is different to the Group’s presentation currency. Gains and losses
on hedging instruments that are designated as hedging instruments for hedges of net investments in foreign
operations are also included in the FCTR. Refer to Note 4.7 for details of hedging.
Remuneration reserve
The employee remuneration reserve comprises the fair value of share-based payment plans recognised as an
expense in the Consolidated Statement of Profit or Loss. Refer to Note 6.2 for details of share-based payments.
Shares issued by the Woolworths Employee Share Trust are charged against the reserve.
• Asset revaluation reserve: arose on acquisition of the previously equity accounted investment in MGW Hotels
Pty Ltd and relates to the change in fair value of the Group’s interest in non-current assets from the date
of acquisition of the initial investment to the date control was achieved.
• Equity instrument reserve: arises on the revaluation of investments in listed and unlisted equity securities.
Subsequent to initial recognition, these investments are measured at fair value with any changes recognised
in other comprehensive income.
• Other reserve: arises on recognition of put options over non-controlling interests. Subsequent to initial
recognition, the corresponding put option liability is measured at fair value with any changes recognised
in profit or loss.
117
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0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
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E
P
O
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T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
116
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
117
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
4.4
RESERVES
4.4
RESERVES (CONTINUED)
Reserves represent the cumulative gains or losses that have been recognised in the Consolidated
Statement of Other Comprehensive Income.
2021
Balance at start of period
Effective portion of changes in the
fair value of cash flow hedges,
net of tax
Transfers to initial carrying
amount of hedged items,
net of tax
Foreign currency translation
of foreign operations, net of tax
Share-based payments expense
Transfer of shares to satisfy
employee long-term incentive plans
Demerger distribution
Recognition of put option over
non-controlling interest
Change in the fair value
of investments
in equity securities
Balance at end of period
2020
Balance at start of period
Effective portion of changes in the
fair value of cash flow hedges,
net of tax
Transfers to initial carrying
amount of hedged items,
net of tax
Foreign currency translation
of foreign operations, net of tax
Share-based payments expense
Transfer of shares to satisfy
employee long-term incentive plans
Change in the fair value
of investments
in equity securities
Balance at end of period
CASH FLOW
FOREIGN
CURRENCY
HEDGE
TRANSLATION
REMUNERATION
RESERVE
$M
RESERVE
$M
(38)
80
RESERVE
$M
296
DEMERGER
RESERVE
OTHER
RESERVES
(8)
33
–
–
–
–
–
–
(13)
$M
–
–
–
–
–
–
–
–
(6,966)
–
–
–
96
(135)
–
296
–
–
–
–
–
102
(139)
–
–
–
–
(54)
–
80
–
–
(9)
–
–
–
–
–
71
(1)
(8)
–
–
–
–
(38)
$M
53
–
–
–
–
–
–
–
–
–
–
–
3
53
TOTAL
$M
391
(8)
33
(9)
102
(139)
(6,966)
TOTAL
$M
490
(1)
(8)
(54)
96
(135)
3
391
–
259
(6,966)
(3)
(340)
(3)
(6,989)
CASH FLOW
FOREIGN
CURRENCY
HEDGE
TRANSLATION
REMUNERATION
RESERVE
$M
RESERVE
$M
(29)
134
RESERVE
$M
335
OTHER
RESERVES
$M
50
SIGNIFICANT ACCOUNTING POLICIES
Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value
of cash flow hedging instruments related to hedged transactions that have not yet occurred. The cumulative
deferred gain or loss on the hedge is recognised in the Consolidated Statement of Profit or Loss when the hedged
transaction impacts profit or loss, consistent with the applicable accounting policy. Refer to Note 4.7 for details
of hedging.
Foreign currency translation reserve (FCTR)
FCTR comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations where their functional currency is different to the Group’s presentation currency. Gains and losses
on hedging instruments that are designated as hedging instruments for hedges of net investments in foreign
operations are also included in the FCTR. Refer to Note 4.7 for details of hedging.
Remuneration reserve
The employee remuneration reserve comprises the fair value of share-based payment plans recognised as an
expense in the Consolidated Statement of Profit or Loss. Refer to Note 6.2 for details of share-based payments.
Shares issued by the Woolworths Employee Share Trust are charged against the reserve.
(390)
(390)
Demerger reserve
The demerger reserve comprises the demerger dividend which is the difference between the fair value
of Endeavour Group’s net assets to be distributed and the capital reduction. Refer to Note 5.3.2 for details
of demerger accounting.
Other reserves
Other reserves comprises the following:
• Asset revaluation reserve: arose on acquisition of the previously equity accounted investment in MGW Hotels
Pty Ltd and relates to the change in fair value of the Group’s interest in non-current assets from the date
of acquisition of the initial investment to the date control was achieved.
• Equity instrument reserve: arises on the revaluation of investments in listed and unlisted equity securities.
Subsequent to initial recognition, these investments are measured at fair value with any changes recognised
in other comprehensive income.
• Other reserve: arises on recognition of put options over non-controlling interests. Subsequent to initial
recognition, the corresponding put option liability is measured at fair value with any changes recognised
in profit or loss.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
118
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.5
CASH AND CASH EQUIVALENTS
4.6
BORROWINGS
This section presents the components of the Group’s cash and cash equivalents balance and
a reconciliation of the Group’s profit for the period to net cash flows provided by operating activities.
This section provides a summary of the capital management activity of the Group during the period,
including the Group’s borrowings. The Group manages its liquidity requirements with a range
of short‑term money market loans, bank loans, and flexible debt instruments with varying maturities.
4.5.1
Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows
Cash and cash equivalents (as presented in the Consolidated Statement of Financial Position)
Cash and cash equivalents (included within assets held for sale or distribution)
4.5.2
Reconciliation of profit for the period to net cash provided by operating activities
Profit for the period
Adjustments for:
Depreciation and amortisation
Impairment of non-financial assets
Share-based payments expense
Gain on disposal of previously held equity interest in Quantium
Interest capitalised
Net loss on disposal and write-off of property, plant and equipment
Dividends received
Other
Changes in:
Decrease/(increase) in inventories
(Decrease)/increase in trade payables
(Decrease)/increase in provisions
Decrease /(increase) in trade and other receivables
Increase in other payables
Increase in deferred tax assets
Increase in income tax payable
Net cash provided by operating activities
2021
$M
1,009
437
1,446
2020
$M
2,068
–
2,068
2021
52 WEEKS
$M
2020
52 WEEKS
$M
2,139
1,209
2,608
56
103
(228)
(10)
11
(4)
(57)
103
(115)
(183)
15
91
(140)
235
4,624
2,458
34
96
–
(10)
11
(4)
8
(152)
632
223
(37)
163
(118)
48
4,561
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months
or less.
4.6.1
Capital structure
The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its
business at an optimised weighted average cost of capital.
The Group returns capital to shareholders when consistent with its long-term capital structure objectives and where it will
enhance shareholder value.
The Group remains committed to solid investment grade credit ratings and a number of actions can be undertaken to support
the credit profile, including the sale of non-core assets, further working capital initiatives, and adjusting growth capital
expenditure and the property leasing profile. The Group’s credit ratings 1 are BBB (stable outlook) according to Standard
& Poor’s and Baa2 (stable outlook) according to Moody’s.
4.6.2
Borrowings
(i)
Financing transactions during 2021
In September 2020, the $654 million US Senior Notes matured. In November 2020, the $229 million European Medium Term
Notes also matured. The Group refinanced these maturities with a $1 billion domestic Medium Term Note issuance in May 2020.
In December 2020, the Group entered into a $384 million bank guarantee facility and $398 million direct surety bond
facility. The bank guarantee facility is backed by the international surety market. The facilities support the Group’s workers'
compensation obligations as a self-insurer, where bank guarantees are issued in favour of Australian workers' compensation
authorities. These transactions refinanced the Group’s $500 million bank guarantee facility, which matured in January 2021.
In April 2021, the $424 million US Senior Notes matured and the Group repaid this with its existing surplus cash and bank facilities.
(ii)
Future financing activities
Subject to market conditions, the Group is intending to launch a debt capital markets transaction (total value estimated to be
$1,500 million) where the proceeds will be used for general corporate purposes, including the long-term funding of the Group’s
increased investment in Quantium, the acquisition of a controlling interest in PFD, and represents an opportunity to secure
long-term, low cost debt and reduce the Group’s overall cost of debt and weighted average cost of capital.
1 These credit ratings 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 and are for the benefit of the Group’s debt providers.
119
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
118
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
119
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
4.5
CASH AND CASH EQUIVALENTS
4.6
BORROWINGS
This section presents the components of the Group’s cash and cash equivalents balance and
a reconciliation of the Group’s profit for the period to net cash flows provided by operating activities.
This section provides a summary of the capital management activity of the Group during the period,
including the Group’s borrowings. The Group manages its liquidity requirements with a range
of short‑term money market loans, bank loans, and flexible debt instruments with varying maturities.
Capital structure
4.6.1
The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its
business at an optimised weighted average cost of capital.
The Group returns capital to shareholders when consistent with its long-term capital structure objectives and where it will
enhance shareholder value.
The Group remains committed to solid investment grade credit ratings and a number of actions can be undertaken to support
the credit profile, including the sale of non-core assets, further working capital initiatives, and adjusting growth capital
expenditure and the property leasing profile. The Group’s credit ratings 1 are BBB (stable outlook) according to Standard
& Poor’s and Baa2 (stable outlook) according to Moody’s.
4.6.2
Borrowings
Financing transactions during 2021
(i)
In September 2020, the $654 million US Senior Notes matured. In November 2020, the $229 million European Medium Term
Notes also matured. The Group refinanced these maturities with a $1 billion domestic Medium Term Note issuance in May 2020.
In December 2020, the Group entered into a $384 million bank guarantee facility and $398 million direct surety bond
facility. The bank guarantee facility is backed by the international surety market. The facilities support the Group’s workers'
compensation obligations as a self-insurer, where bank guarantees are issued in favour of Australian workers' compensation
authorities. These transactions refinanced the Group’s $500 million bank guarantee facility, which matured in January 2021.
In April 2021, the $424 million US Senior Notes matured and the Group repaid this with its existing surplus cash and bank facilities.
Future financing activities
(ii)
Subject to market conditions, the Group is intending to launch a debt capital markets transaction (total value estimated to be
$1,500 million) where the proceeds will be used for general corporate purposes, including the long-term funding of the Group’s
increased investment in Quantium, the acquisition of a controlling interest in PFD, and represents an opportunity to secure
long-term, low cost debt and reduce the Group’s overall cost of debt and weighted average cost of capital.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
4.5.1
Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows
Cash and cash equivalents (as presented in the Consolidated Statement of Financial Position)
Cash and cash equivalents (included within assets held for sale or distribution)
4.5.2
Reconciliation of profit for the period to net cash provided by operating activities
Profit for the period
Adjustments for:
Depreciation and amortisation
Impairment of non-financial assets
Share-based payments expense
Gain on disposal of previously held equity interest in Quantium
Net loss on disposal and write-off of property, plant and equipment
Interest capitalised
Dividends received
Other
Changes in:
Decrease/(increase) in inventories
(Decrease)/increase in trade payables
(Decrease)/increase in provisions
Decrease /(increase) in trade and other receivables
Increase in other payables
Increase in deferred tax assets
Increase in income tax payable
Net cash provided by operating activities
2021
$M
1,009
437
1,446
2020
$M
2,068
–
2,068
2021
52 WEEKS
$M
2020
52 WEEKS
$M
2,139
1,209
2,608
2,458
56
103
(228)
(10)
11
(4)
(57)
103
(115)
(183)
15
91
(140)
235
34
96
–
(10)
11
(4)
8
(152)
632
223
(37)
163
(118)
48
4,624
4,561
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
or less.
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months
N
F
O
R
M
A
T
O
N
I
1 These credit ratings 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 and are for the benefit of the Group’s debt providers.
5
I
O
T
H
E
R
120
Notes to the Consolidated Financial Statements
4.6
BORROWINGS (CONTINUED)
4.6.3 Movements in borrowings
NON‑CASH MOVEMENTS
CASH MOVEMENTS
NOTIONAL VALUE
CARRYING VALUE
2021
Current, unsecured
Short-term money
market loans
Bank loans
Securities
Total current
borrowings
Non‑current,
unsecured
Bank loans
Securities
Unamortised
borrowing costs
Total non‑current
borrowings
Total
TRANSFERS
FROM
NON‑CURRENT
TO CURRENT
$M
OPENING
BALANCE
$M
EFFECT OF
MOVEMENTS
IN FOREIGN
EXCHANGE
RATES 1
$M
OTHER2
$M
PROCEEDS
$M
REPAYMENTS
$M
CLOSING
BALANCE
$M
–
220
1,807
2,027
500
1,420
(16)
1,904
3,931
–
–
–
–
–
–
–
–
–
–
–
(500)
(500)
–
–
–
–
(500)
–
(4)
–
(4)
–
(4)
3
(1)
(5)
44
77
–
121
850
–
–
850
971
–
(218)
(1,307)
(1,525)
–
–
–
–
(1,525)
44
75
–
119
1,350
1,416
(13)
2,753
2,872
1 The $500 million effect of movements in foreign exchange rates on securities represents the cumulative foreign exchange losses on facilities that matured
during the period. These cumulative foreign exchange losses were offset by cumulative foreign exchange gains on cross currency swaps which also matured
during the period. Refer to Note 4.7.1 for further details.
2 Other includes $4 million of bank loans related to Endeavour Group which has been transferred to liabilities held for distribution.
NON‑CASH MOVEMENTS
CASH MOVEMENTS
TRANSFERS
FROM
NON‑CURRENT
TO CURRENT
$M
OPENING
BALANCE
$M
EFFECT OF
MOVEMENTS
IN FOREIGN
EXCHANGE
RATES
$M
OTHER
$M
PROCEEDS
$M
REPAYMENTS
$M
CLOSING
BALANCE
$M
39
235
–
274
678
2,178
(4)
3
–
108
1,769
1,877
(108)
(1,769)
–
–
2,855
3,129
(1,877)
–
–
–
38
38
–
–
–
–
–
38
–
–
–
–
–
11
1
(3)
9
9
–
54
–
54
500
1,000
–
–
1,500
1,554
(39)
(177)
–
–
220
1,807
(216)
2,027
(570)
–
(13)
–
(583)
(799)
500
1,420
(16)
–
1,904
3,931
2020
Current, unsecured
Short-term money
market loans
Bank loans
Securities
Total current
borrowings
Non‑current,
unsecured
Bank loans
Securities
Unamortised
borrowing costs
Finance leases
Total non‑current
borrowings
Total
4.6
BORROWINGS (CONTINUED)
4.6.4
Composition of debt
Short‑term money market loans
Money market loan, on call
Bank loans (current)
Committed Revolving Credit Facility1
Bank loans 2
Bank loans 2
Bank loans
Securities (current)
US Senior Notes (US 144A)
US Senior Notes (US 144A)
European Medium Term Notes
Bank loans (non‑current)
Revolving Credit Facility3
Revolving Credit Facility
Syndicated Bank Loan
Syndicated Bank Loan
Securities (non‑current)
Medium Term Notes (Green Bond)4
Domestic Notes
Domestic Notes 4
CURRENCY
MATURITY
AUD
At call
CNY
AUD
AUD
AUD
USD
USD
JPY
AUD
AUD
AUD
AUD
AUD
AUD
AUD
Feb 21
Sep 20
Apr 21
Jun 22
Sep 20
Apr 21
Nov 20
Jun 22
Oct 22
Nov 23
Nov 26
Apr 24
May 25
May 30
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
2021
$M
44
44
–
–
–
75
75
–
–
–
–
150
200
500
500
1,350
400
400
600
2020
$M
–
–
79
65
76
–
220
654
424
229
1,307
–
–
–
500
500
400
400
600
2021
$M
44
44
–
–
–
75
75
–
–
–
–
150
200
500
500
1,350
413
400
603
1,416
2020
$M
–
–
79
65
76
–
220
898
637
272
1,807
–
–
–
500
500
420
400
600
1,420
1 Drawn by a subsidiary outside the Woolworths Group Limited Deed of Cross Guarantee.
2
In May 2019, the Group entered into a series of cross currency swaps with a bank counterparty to bring forward and realise the positive fair value from
existing cross currency swaps hedging the US Senior Notes.
3 This facility has been classified as non-current at 27 June 2021 as its maturity date is 28 June 2022.
4 The Medium Term Notes (Green Bond) and Domestic Notes are the hedged item in a fair value hedge relationship and are subject to changes in the carrying
amount due to fair value adjustments attached to each arrangement.
1,400
1,400
SIGNIFICANT ACCOUNTING POLICIES
Borrowings
Borrowings are recognised initially at fair value less attributable transaction costs. Subsequently, borrowings are
stated at amortised cost. Any difference between cost and redemption value is recognised in the Consolidated
Statement of Profit or Loss over the period of the borrowings.
121
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
120
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
121
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
4.6
BORROWINGS (CONTINUED)
4.6.3 Movements in borrowings
4.6
BORROWINGS (CONTINUED)
4.6.4
Composition of debt
NON‑CASH MOVEMENTS
CASH MOVEMENTS
NOTIONAL VALUE
CARRYING VALUE
TRANSFERS
FROM
OPENING
BALANCE
NON‑CURRENT
TO CURRENT
$M
$M
EFFECT OF
MOVEMENTS
IN FOREIGN
EXCHANGE
RATES 1
$M
OTHER2
$M
PROCEEDS
REPAYMENTS
$M
$M
CLOSING
BALANCE
$M
2021
Current, unsecured
Short-term money
market loans
Bank loans
Securities
Total current
borrowings
Non‑current,
unsecured
Bank loans
Securities
Unamortised
borrowing costs
Total non‑current
borrowings
Total
2020
Current, unsecured
Short-term money
market loans
Bank loans
Securities
Total current
borrowings
Non‑current,
unsecured
Bank loans
Securities
Unamortised
borrowing costs
Finance leases
Total non‑current
borrowings
Total
1 The $500 million effect of movements in foreign exchange rates on securities represents the cumulative foreign exchange losses on facilities that matured
during the period. These cumulative foreign exchange losses were offset by cumulative foreign exchange gains on cross currency swaps which also matured
during the period. Refer to Note 4.7.1 for further details.
2 Other includes $4 million of bank loans related to Endeavour Group which has been transferred to liabilities held for distribution.
NON‑CASH MOVEMENTS
CASH MOVEMENTS
TRANSFERS
FROM
OPENING
BALANCE
NON‑CURRENT
TO CURRENT
$M
$M
EFFECT OF
MOVEMENTS
IN FOREIGN
EXCHANGE
RATES
$M
OTHER
$M
PROCEEDS
REPAYMENTS
$M
$M
CLOSING
BALANCE
$M
–
220
1,807
2,027
500
1,420
(16)
1,904
3,931
39
235
–
274
678
2,178
(4)
3
2,855
3,129
–
–
–
–
–
–
–
–
–
–
108
1,769
1,877
(108)
(1,769)
–
–
–
(1,877)
–
–
(500)
(500)
–
–
–
–
(500)
–
–
38
38
–
–
–
–
–
38
–
(4)
–
(4)
–
(4)
3
(1)
(5)
–
–
–
–
–
11
1
(3)
9
9
44
77
–
121
850
–
–
850
971
–
(218)
(1,307)
(1,525)
–
–
–
–
(1,525)
44
75
–
119
1,350
1,416
(13)
2,753
2,872
–
54
–
54
500
1,000
–
–
1,500
1,554
(39)
(177)
–
–
220
1,807
(216)
2,027
(570)
–
(13)
–
(583)
(799)
500
1,420
(16)
–
1,904
3,931
Short‑term money market loans
Money market loan, on call
Bank loans (current)
Committed Revolving Credit Facility1
Bank loans 2
Bank loans 2
Bank loans
Securities (current)
US Senior Notes (US 144A)
US Senior Notes (US 144A)
European Medium Term Notes
Bank loans (non‑current)
Revolving Credit Facility3
Revolving Credit Facility
Syndicated Bank Loan
Syndicated Bank Loan
Securities (non‑current)
Medium Term Notes (Green Bond)4
Domestic Notes
Domestic Notes 4
CURRENCY
MATURITY
AUD
At call
CNY
AUD
AUD
AUD
USD
USD
JPY
AUD
AUD
AUD
AUD
AUD
AUD
AUD
Feb 21
Sep 20
Apr 21
Jun 22
Sep 20
Apr 21
Nov 20
Jun 22
Oct 22
Nov 23
Nov 26
Apr 24
May 25
May 30
2021
$M
44
44
–
–
–
75
75
–
–
–
–
150
200
500
500
1,350
400
400
600
1,400
2020
$M
–
–
79
65
76
–
220
654
424
229
1,307
–
–
–
500
500
400
400
600
1,400
2021
$M
44
44
–
–
–
75
75
–
–
–
–
150
200
500
500
1,350
413
400
603
1,416
2020
$M
–
–
79
65
76
–
220
898
637
272
1,807
–
–
–
500
500
420
400
600
1,420
1 Drawn by a subsidiary outside the Woolworths Group Limited Deed of Cross Guarantee.
2
In May 2019, the Group entered into a series of cross currency swaps with a bank counterparty to bring forward and realise the positive fair value from
existing cross currency swaps hedging the US Senior Notes.
3 This facility has been classified as non-current at 27 June 2021 as its maturity date is 28 June 2022.
4 The Medium Term Notes (Green Bond) and Domestic Notes are the hedged item in a fair value hedge relationship and are subject to changes in the carrying
amount due to fair value adjustments attached to each arrangement.
SIGNIFICANT ACCOUNTING POLICIES
Borrowings
Borrowings are recognised initially at fair value less attributable transaction costs. Subsequently, borrowings are
stated at amortised cost. Any difference between cost and redemption value is recognised in the Consolidated
Statement of Profit or Loss over the period of the borrowings.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
122
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.7
FINANCIAL RISK MANAGEMENT
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
This section provides a summary of the Group’s exposure to market, liquidity, and credit risks,
along with the Group’s policies and strategies in place to mitigate these risks.
4.7.1
Market risk (continued)
(iii)
Hedging arrangements
The Group’s Treasury function is responsible for managing its liquidity, funding, and capital requirements, and identifying
and managing financial risks relating to the Group’s operations. These financial risks include:
• Market risk (refer to Note 4.7.1);
• Liquidity risk (refer to Note 4.7.2); and
• Credit risk (refer to Note 4.7.3).
These risks affect the fair value measurements applied by the Group, which are detailed in Note 4.7.4.
The Group adheres to a treasury policy approved by the Board, which set written principles on liquidity risk, interest rate
risk, foreign exchange risk, credit risk, and the use of derivatives for hedging purposes. The Treasury function reports on its
compliance with the policy to the Board and such compliance is reviewed periodically by the Group’s internal auditors.
The Group holds various types of derivatives to hedge its exposures to variability in interest rates and foreign exchange rates.
The Group does not enter into or trade financial instruments, including derivatives, for speculative purposes.
4.7.1
Market risk
Interest rate risk
(i)
Interest rate risk is the risk that a change in interest rates may negatively impact the Group’s cash flow or profitability because
the Group’s borrowings reset directly in accordance with interest rate benchmarks or reset regularly to current rates influenced
by interest rate benchmarks. The risk is managed by maintaining an appropriate mix between floating and fixed rate borrowings
and through the use of approved derivatives to hedge the risk.
Foreign exchange risk
(ii)
Foreign exchange risk is the risk that a change in foreign exchange rates may negatively impact the Group’s cash flow
or profitability because the Group has an exposure to a foreign currency or has foreign currency denominated obligations.
To hedge against the majority of this exposure, the Group uses approved derivatives to hedge up to 100% of the risk.
The exposure to purchases of inventory in foreign currencies is primarily managed through forward exchange contracts
and foreign currency options. These have been designated as cash flow hedges and the Group has established a 100%
hedge relationship against the identified exposure.
To hedge the risk of adverse movements in foreign exchange rates in relation to borrowings denominated in foreign currency,
the Group enters into cross currency swaps under which it agrees to exchange specified principal and interest foreign currency
amounts at an agreed future date at a specified exchange rate. All foreign currency term borrowings are 100% hedged in this way.
Foreign currency exposures arising on translation of net investments in foreign subsidiaries are predominantly unhedged.
123
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:
NOTIONAL VALUE
FAIR VALUE ASSET
FAIR VALUE LIABILITY
2020
$M
2021
$M
2020
$M
Cash flow hedges
Forward exchange contracts
Foreign currency options
Cross currency swaps
US Senior Notes (US144A)
US Senior Notes (US144A)
European Medium Term Notes
Interest rate swaps
US Senior Notes (US144A)
US Senior Notes (US144A)
European Medium Term Notes
Fair value hedges
Interest rate swaps
Total
2021
$M
710
190
–
–
–
–
–
–
1,523
74
654
424
229
654
424
229
2021
$M
(19)
–
–
–
–
–
–
–
–
–
–
(7)
(7)
(26)
2020
$M
(53)
–
–
–
–
–
(9)
(20)
(2)
(31)
–
–
–
(84)
2
1
–
–
–
–
–
–
–
–
13
10
23
26
7
2
248
229
42
519
–
–
–
–
20
–
20
548
Medium Term Notes (Green Bond)
Domestic Notes
400
600
400
–
Forward exchange contracts and foreign currency options
At the reporting date, the net amount of unrealised losses under forward exchange contracts and foreign currency options
hedging anticipated purchases of inventory and equipment is $16 million (2020: $44 million unrealised loss).
The hedge relationships are all assessed as highly effective with insignificant hedge ineffectiveness and the loss of $16 million
has been recognised in the hedge reserve (2020: $44 million loss).
The weighted average exchange rates hedged by outstanding forward exchange contracts and foreign currency options are
AUD/USD: 0.73 (2020: 0.67) and AUD/EUR: 0.63 (2020: 0.60).
Cross currency swaps
At the reporting date, there were no cross currency swaps outstanding. All cross currency swaps were settled during the period
matching the maturity of the underlying debt which was repaid during the period.
At the reporting date, there were no interest rate swaps designated in a cash flow hedge relationship. All interest rate swaps
previously designated in cash flow hedge relationships were settled during the period, matching the maturity of the underlying
Interest rate swaps – cash flow hedges
debt which was repaid during the period.
Interest rate swaps – fair value hedges
At the reporting date, interest rate swaps designated as fair value hedges have an unrealised gain of $16 million (2020: $20 million
unrealised gain). These interest rate swaps are designated to be in a 100% hedge relationship against the identified exposure,
and the movement in the unrealised gain of a $4 million loss has been recognised in the Consolidated Statement of Profit or Loss
(2020: $11 million gain), offsetting the movement in the fair value of the hedged item. The weighted average interest rate hedged
is BBSW + 1.20% (2020: BBSW + 1.20%).
122
Notes to the Consolidated Financial Statements
This section provides a summary of the Group’s exposure to market, liquidity, and credit risks,
along with the Group’s policies and strategies in place to mitigate these risks.
The Group’s Treasury function is responsible for managing its liquidity, funding, and capital requirements, and identifying
and managing financial risks relating to the Group’s operations. These financial risks include:
• Market risk (refer to Note 4.7.1);
•
Liquidity risk (refer to Note 4.7.2); and
• Credit risk (refer to Note 4.7.3).
These risks affect the fair value measurements applied by the Group, which are detailed in Note 4.7.4.
The Group adheres to a treasury policy approved by the Board, which set written principles on liquidity risk, interest rate
risk, foreign exchange risk, credit risk, and the use of derivatives for hedging purposes. The Treasury function reports on its
compliance with the policy to the Board and such compliance is reviewed periodically by the Group’s internal auditors.
The Group holds various types of derivatives to hedge its exposures to variability in interest rates and foreign exchange rates.
The Group does not enter into or trade financial instruments, including derivatives, for speculative purposes.
4.7.1
Market risk
(i)
Interest rate risk
Interest rate risk is the risk that a change in interest rates may negatively impact the Group’s cash flow or profitability because
the Group’s borrowings reset directly in accordance with interest rate benchmarks or reset regularly to current rates influenced
by interest rate benchmarks. The risk is managed by maintaining an appropriate mix between floating and fixed rate borrowings
and through the use of approved derivatives to hedge the risk.
(ii)
Foreign exchange risk
Foreign exchange risk is the risk that a change in foreign exchange rates may negatively impact the Group’s cash flow
or profitability because the Group has an exposure to a foreign currency or has foreign currency denominated obligations.
To hedge against the majority of this exposure, the Group uses approved derivatives to hedge up to 100% of the risk.
The exposure to purchases of inventory in foreign currencies is primarily managed through forward exchange contracts
and foreign currency options. These have been designated as cash flow hedges and the Group has established a 100%
hedge relationship against the identified exposure.
To hedge the risk of adverse movements in foreign exchange rates in relation to borrowings denominated in foreign currency,
the Group enters into cross currency swaps under which it agrees to exchange specified principal and interest foreign currency
amounts at an agreed future date at a specified exchange rate. All foreign currency term borrowings are 100% hedged in this way.
Foreign currency exposures arising on translation of net investments in foreign subsidiaries are predominantly unhedged.
4.7
FINANCIAL RISK MANAGEMENT
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7.1
Market risk (continued)
(iii)
At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:
Hedging arrangements
NOTIONAL VALUE
FAIR VALUE ASSET
FAIR VALUE LIABILITY
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
123
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
2020
$M
2021
$M
2020
$M
Cash flow hedges
Forward exchange contracts
Foreign currency options
Cross currency swaps
US Senior Notes (US144A)
US Senior Notes (US144A)
European Medium Term Notes
Interest rate swaps
US Senior Notes (US144A)
US Senior Notes (US144A)
European Medium Term Notes
Fair value hedges
Interest rate swaps
2021
$M
710
190
–
–
–
–
–
–
1,523
74
654
424
229
654
424
229
Medium Term Notes (Green Bond)
Domestic Notes
400
600
400
–
Total
2021
$M
(19)
–
–
–
–
–
–
–
–
–
–
(7)
(7)
(26)
2020
$M
(53)
–
–
–
–
–
(9)
(20)
(2)
(31)
–
–
–
(84)
2
1
–
–
–
–
–
–
–
–
13
10
23
26
7
2
248
229
42
519
–
–
–
–
20
–
20
548
Forward exchange contracts and foreign currency options
At the reporting date, the net amount of unrealised losses under forward exchange contracts and foreign currency options
hedging anticipated purchases of inventory and equipment is $16 million (2020: $44 million unrealised loss).
The hedge relationships are all assessed as highly effective with insignificant hedge ineffectiveness and the loss of $16 million
has been recognised in the hedge reserve (2020: $44 million loss).
The weighted average exchange rates hedged by outstanding forward exchange contracts and foreign currency options are
AUD/USD: 0.73 (2020: 0.67) and AUD/EUR: 0.63 (2020: 0.60).
Cross currency swaps
At the reporting date, there were no cross currency swaps outstanding. All cross currency swaps were settled during the period
matching the maturity of the underlying debt which was repaid during the period.
Interest rate swaps – cash flow hedges
At the reporting date, there were no interest rate swaps designated in a cash flow hedge relationship. All interest rate swaps
previously designated in cash flow hedge relationships were settled during the period, matching the maturity of the underlying
debt which was repaid during the period.
Interest rate swaps – fair value hedges
At the reporting date, interest rate swaps designated as fair value hedges have an unrealised gain of $16 million (2020: $20 million
unrealised gain). These interest rate swaps are designated to be in a 100% hedge relationship against the identified exposure,
and the movement in the unrealised gain of a $4 million loss has been recognised in the Consolidated Statement of Profit or Loss
(2020: $11 million gain), offsetting the movement in the fair value of the hedged item. The weighted average interest rate hedged
is BBSW + 1.20% (2020: BBSW + 1.20%).
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
124
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7.1
Market risk (continued)
4.7.2
Liquidity risk (continued)
(iv)
The table below details the movements in the cash flow hedge reserve during the period:
Cash flow hedge reserve
Balance at start of period
Gain/(loss) arising on changes in fair value of hedging instruments entered into for cash flow hedges:
Forward exchange contracts and foreign currency options
Cross currency swaps
Interest rate swaps
Income tax related to gains/(losses) recognised in other comprehensive income
Transfers to initial carrying amount of hedged items:
Forward exchange contracts and foreign currency options
Income tax related to amounts transferred to initial carrying amount of hedged items
Balance at end of period
2021
$M
(38)
(23)
(19)
31
3
(8)
46
(13)
33
(13)
2020
$M
(29)
(46)
(3)
47
1
(1)
(13)
5
(8)
(38)
Sensitivity analysis
(v)
At the reporting date, the Group’s exposure to interest rate risk, excluding debts that have been hedged, is not considered
material. At the reporting date, the Group’s exposure to foreign currency risk after taking into consideration hedges of foreign
currency payables, foreign currency borrowings, and forecast foreign currency transactions is not considered material.
(vi)
The Group entered into a power purchase agreement (PPA) in May 2021 for a period of 10 years commencing January 2022.
Power purchase agreement
The PPA is not a physical electricity supply contract but operates as a contract for difference where a strike price is agreed.
If the electricity spot price is higher than the strike price, the counterparty will pay the difference to the Group. Similarly, if the
electricity spot price is lower than the strike price, the Group will pay the difference to the counterparty. The PPA is classified
as a derivative and is measured at fair value through profit or loss.
The fair value of the PPA at the execution date was nil. As the timing of the execution of the PPA was close to the end of the
period, there has been no material change to the fair value of the PPA. The carrying value of the PPA at 27 June 2021 was nil.
Liquidity risk
4.7.2
Liquidity risk is the risk that the Group may not have sufficient cash balances and access to funding sources to meet its
cash obligations. This risk arises through the possibility that unusually large amounts may fall due for payment, there
is an interruption to cash inflows due to technology incidents or banking system interruption, or there is an interruption
to funding sources and markets.
The treasury policy approved by the Board has set an appropriate liquidity risk management framework for short, medium,
and long-term funding requirements.
The Group maintains a minimum liquidity ratio, which the Treasury function monitors on a daily basis. It maintains a daily
liquidity forecast over a 12-month rolling period in advance. The Group may decide to hold higher levels of liquidity from time
to time in anticipation of expected requirements or events. To minimise refinancing risk, the Group maintains a diversity
of funding sources and debt maturities. Upcoming maturities are included in the liquidity ratio calculation and must
be covered by adequate liquidity to repay or refinance them.
At the reporting date, the Group has total undrawn committed facilities of $2,100 million (2020: $3,031 million) available.
These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject
to certain financial covenants and undertakings. No covenants have been breached during the period.
The following tables detail the Group’s undiscounted non-derivative liabilities and derivative assets and liabilities and their
contractual maturities. The maturity profile of the Group’s undiscounted lease liabilities is included in Note 3.3.2.
MATURITY ANALYSIS OF FINANCIAL LIABILITIES
ONE YEAR OR
ONE TO TWO
TWO TO FIVE
LESS
$M
YEARS
$M
YEARS
$M
OVER FIVE
YEARS
$M
2021
Non‑derivative liabilities
Borrowings (floating)
Borrowings (fixed)
Trade and other payables 1
Derivative assets and liabilities
Net foreign exchange contracts
Net pay interest rate swaps 2
Put option over non-controlling interest
Total
2020
Non‑derivative liabilities
Borrowings (floating)
Borrowings (fixed)
Trade and other payables 1
Derivative assets and liabilities
Net foreign exchange contracts
Cross currency swaps pay floating
Cross currency swaps receive fixed/floating
Net pay interest rate swaps 2
Total
1
2
Excludes contract liabilities.
Interest rate swaps are net settled.
(6,278)
(383)
(1,133)
(9,569)
MATURITY ANALYSIS OF FINANCIAL LIABILITIES
ONE YEAR OR
ONE TO TWO
TWO TO FIVE
LESS
$M
YEARS
$M
YEARS
$M
OVER FIVE
YEARS
$M
(135)
(36)
(6,103)
(6,274)
(20)
16
–
(4)
(87)
(1,535)
(7,258)
(8,880)
(46)
(1,319)
1,354
(30)
(41)
(8,921)
(363)
(36)
–
(399)
–
16
–
16
(8)
(36)
–
(44)
–
–
–
6
6
(524)
(877)
–
(1,401)
–
35
(409)
(374)
(1,775)
(23)
(895)
–
(918)
–
–
–
12
12
TOTAL
$M
(1,526)
(1,616)
(6,103)
(9,245)
(20)
105
(409)
(324)
TOTAL
$M
(630)
(3,150)
(7,258)
(11,038)
(46)
(1,319)
1,354
(12)
(23)
(504)
(667)
–
(1,171)
–
38
–
38
(512)
(684)
–
(1,196)
–
–
–
–
–
(38)
(906)
(1,196)
(11,061)
For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last re-pricing date.
Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.
125
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
124
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
125
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7.1
Market risk (continued)
(iv)
Cash flow hedge reserve
The table below details the movements in the cash flow hedge reserve during the period:
Gain/(loss) arising on changes in fair value of hedging instruments entered into for cash flow hedges:
Forward exchange contracts and foreign currency options
Balance at start of period
Cross currency swaps
Interest rate swaps
Income tax related to gains/(losses) recognised in other comprehensive income
Transfers to initial carrying amount of hedged items:
Forward exchange contracts and foreign currency options
Income tax related to amounts transferred to initial carrying amount of hedged items
2021
$M
(38)
(23)
(19)
31
3
(8)
46
(13)
33
(13)
2020
$M
(29)
(46)
(3)
47
1
(1)
(13)
5
(8)
(38)
Balance at end of period
(v)
Sensitivity analysis
At the reporting date, the Group’s exposure to interest rate risk, excluding debts that have been hedged, is not considered
material. At the reporting date, the Group’s exposure to foreign currency risk after taking into consideration hedges of foreign
currency payables, foreign currency borrowings, and forecast foreign currency transactions is not considered material.
(vi)
Power purchase agreement
The Group entered into a power purchase agreement (PPA) in May 2021 for a period of 10 years commencing January 2022.
The PPA is not a physical electricity supply contract but operates as a contract for difference where a strike price is agreed.
If the electricity spot price is higher than the strike price, the counterparty will pay the difference to the Group. Similarly, if the
electricity spot price is lower than the strike price, the Group will pay the difference to the counterparty. The PPA is classified
as a derivative and is measured at fair value through profit or loss.
The fair value of the PPA at the execution date was nil. As the timing of the execution of the PPA was close to the end of the
period, there has been no material change to the fair value of the PPA. The carrying value of the PPA at 27 June 2021 was nil.
4.7.2
Liquidity risk
Liquidity risk is the risk that the Group may not have sufficient cash balances and access to funding sources to meet its
cash obligations. This risk arises through the possibility that unusually large amounts may fall due for payment, there
is an interruption to cash inflows due to technology incidents or banking system interruption, or there is an interruption
to funding sources and markets.
and long-term funding requirements.
The treasury policy approved by the Board has set an appropriate liquidity risk management framework for short, medium,
The Group maintains a minimum liquidity ratio, which the Treasury function monitors on a daily basis. It maintains a daily
liquidity forecast over a 12-month rolling period in advance. The Group may decide to hold higher levels of liquidity from time
to time in anticipation of expected requirements or events. To minimise refinancing risk, the Group maintains a diversity
of funding sources and debt maturities. Upcoming maturities are included in the liquidity ratio calculation and must
be covered by adequate liquidity to repay or refinance them.
Liquidity risk (continued)
4.7.2
At the reporting date, the Group has total undrawn committed facilities of $2,100 million (2020: $3,031 million) available.
These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject
to certain financial covenants and undertakings. No covenants have been breached during the period.
The following tables detail the Group’s undiscounted non-derivative liabilities and derivative assets and liabilities and their
contractual maturities. The maturity profile of the Group’s undiscounted lease liabilities is included in Note 3.3.2.
2021
Non‑derivative liabilities
Borrowings (floating)
Borrowings (fixed)
Trade and other payables 1
Derivative assets and liabilities
Net foreign exchange contracts
Net pay interest rate swaps 2
Put option over non-controlling interest
Total
2020
Non‑derivative liabilities
Borrowings (floating)
Borrowings (fixed)
Trade and other payables 1
Derivative assets and liabilities
Net foreign exchange contracts
Cross currency swaps pay floating
Cross currency swaps receive fixed/floating
Net pay interest rate swaps 2
Total
1
2
Excludes contract liabilities.
Interest rate swaps are net settled.
MATURITY ANALYSIS OF FINANCIAL LIABILITIES
ONE YEAR OR
LESS
$M
ONE TO TWO
YEARS
$M
TWO TO FIVE
YEARS
$M
OVER FIVE
YEARS
$M
(135)
(36)
(6,103)
(6,274)
(20)
16
–
(4)
(6,278)
(363)
(36)
–
(399)
–
16
–
16
(383)
(524)
(877)
–
(1,401)
–
35
(409)
(374)
(1,775)
(504)
(667)
–
(1,171)
–
38
–
38
(1,133)
MATURITY ANALYSIS OF FINANCIAL LIABILITIES
ONE YEAR OR
LESS
$M
ONE TO TWO
YEARS
$M
TWO TO FIVE
YEARS
$M
OVER FIVE
YEARS
$M
(87)
(1,535)
(7,258)
(8,880)
(46)
(1,319)
1,354
(30)
(41)
(8,921)
(8)
(36)
–
(44)
–
–
–
6
6
(38)
(23)
(895)
–
(918)
–
–
–
12
12
(906)
(512)
(684)
–
(1,196)
–
–
–
–
–
(1,196)
TOTAL
$M
(1,526)
(1,616)
(6,103)
(9,245)
(20)
105
(409)
(324)
(9,569)
TOTAL
$M
(630)
(3,150)
(7,258)
(11,038)
(46)
(1,319)
1,354
(12)
(23)
(11,061)
For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last re-pricing date.
Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.
1
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3
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'
4
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5
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F
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A
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O
N
I
126
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit risk
4.7.3
Credit risk is the risk that counterparties who may be required to pay monies to the Group may fail and therefore not be able
to make those payments.
Under the treasury policy approved by the Board, the Group can only invest short-term surplus funds or execute derivatives
with approved counterparty banks and financial institutions that are rated BBB+ or higher by Standard & Poor’s (or equivalent
with other rating agencies).
The recognised financial assets of the Group include amounts receivable arising from unrealised gains on derivatives.
For derivatives which are deliverable, credit risk may also arise from the potential failure of the counterparties to meet their
obligations under the respective contracts at maturity.
At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial
instruments (2020: nil). Other than the loss allowance recognised in relation to trade and other receivables in Note 3.1,
no financial assets were impaired or past due.
Fair value measurement of financial instruments
4.7.4
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
The following table provides information about how the fair values of these financial assets and financial liabilities are
determined. They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.
Level 1
Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities.
Level 2
Fair value measurements are those derived from inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3
Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
Listed equity securities
Forward exchange contracts and foreign
currency options
Cross currency and interest rate swaps
Convertible and SAFE notes
Unlisted equity securities
Put option over non-controlling interest
NOTE
3.2
4.7.1
4.7.1
3.2
3.2
3.2
FAIR VALUE ASSET
FAIR VALUE LIABILITY
2021
$M
–
3
23
62
33
–
2020
$M
84
9
539
45
10
–
2021
$M
–
(19)
(7)
–
–
(390)
2020
$M
–
(53)
(31)
–
–
–
FAIR VALUE
HIERARCHY
Level 1
Level 2
Level 2
Level 2
Level 3
Level 3
There were no transfers between level 1, level 2, or level 3 during the period.
Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis
The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary
financial liabilities of the Group approximate their fair value.
Estimation of fair values
At each reporting period, the Group reviews any material adjustments for level 3 fair values and assesses whether any evidence
can be obtained from third parties to support the conclusion that these valuations meet the requirements of the Standards,
including the level in the fair value hierarchy in which the valuations should be classified. Any material valuation adjustments
are reported to the Board.
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments
categorised within level 2 and level 3 of the fair value hierarchy:
• The fair value of foreign exchange contracts is determined using a discounted cash flow model where future cash flows
are estimated based on market forward exchange rates as at the end of the reporting period and the contract forward rate,
discounted by the observable yield curves of the respective currency;
• The fair value of foreign currency options is determined using a Black-Scholes model;
127
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2
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S
S
3
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D
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O
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'
4
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A
L
5
O
T
H
E
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I
N
F
O
R
M
A
T
I
O
N
4.7.4
Fair value measurement of financial instruments (continued)
Estimation of fair values (continued)
• The fair value of cross currency and interest rate swaps is determined using a discounted cash flow model where future cash
flows are estimated based on market forward rates as at the end of the reporting period and the contract rates, discounted
at a rate that reflects the credit risk of the various respective counterparties;
• The fair value of convertible notes is determined using a Black-Scholes model or a Monte Carlo simulation model;
• The fair value of unlisted equity securities is determined using the pricing from the latest external fundraising of the unlisted
entity which represents the current market value of the investment or, where this is not available, using an appropriate
model such as a discounted cash flow model based on estimated future cash flows, discounted at a rate that reflects the
relative risks of the investment; and
• The fair value of the put option over non-controlling interests is determined as the present value of the amount expected
to be paid at the time of exercise, discounted at the Group’s cost of debt.
Level 3 sensitivity analysis
Put option over non-controlling interest
For the fair value of the put option over non-controlling interest, reasonably possible changes at the reporting date to one of the
significant unobservable inputs, holding other inputs constant, would have resulted in the following valuations:
2021 ($M)
CHANGE IN EBITDA
MARGIN GROWTH
‑2%
‑1%
0%
+1%
+2%
‑2%
337
345
353
360
368
CHANGE IN REVENUE GROWTH
‑1%
356
364
372
380
388
0%
375
383
390
400
408
+1%
395
403
412
420
429
+2%
416
424
433
442
451
Unlisted equity securities
change in the value of unlisted equity securities.
Reasonably possible changes at the reporting date to significant unobservable inputs would not have resulted in a material
SIGNIFICANT ACCOUNTING POLICIES
Derivatives are initially recognised at fair value. Subsequently, at each reporting date, the derivative is remeasured
at fair value and the gain or loss on remeasurement is recognised in the Consolidated Statement of Profit or Loss,
unless the derivatives are designated as the hedging instrument in a cash flow hedge where the gain or loss
is recognised in other comprehensive income. A derivative is presented as a non-current asset or a non-current
liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled
Derivatives
within 12 months.
Cash flow hedge
A cash flow hedge is a hedge of an exposure to variability in cash flows that is attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss.
Where a derivative is designated as the hedging instrument in a cash flow hedge, the effective part of any gain
or loss on the derivative is recognised in other comprehensive income and accumulated in a separate cash flow
hedge reserve within equity.
126
Notes to the Consolidated Financial Statements
CAPITAL STRUCTURE, FINANCING,
AND RISK MANAGEMENT 4
127
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4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
4.7.3
Credit risk
to make those payments.
with other rating agencies).
Credit risk is the risk that counterparties who may be required to pay monies to the Group may fail and therefore not be able
Under the treasury policy approved by the Board, the Group can only invest short-term surplus funds or execute derivatives
with approved counterparty banks and financial institutions that are rated BBB+ or higher by Standard & Poor’s (or equivalent
The recognised financial assets of the Group include amounts receivable arising from unrealised gains on derivatives.
For derivatives which are deliverable, credit risk may also arise from the potential failure of the counterparties to meet their
obligations under the respective contracts at maturity.
At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial
instruments (2020: nil). Other than the loss allowance recognised in relation to trade and other receivables in Note 3.1,
no financial assets were impaired or past due.
4.7.4
Fair value measurement of financial instruments
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
The following table provides information about how the fair values of these financial assets and financial liabilities are
determined. They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.
Level 1
Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities.
Level 2
Fair value measurements are those derived from inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3
Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
Listed equity securities
Forward exchange contracts and foreign
currency options
Cross currency and interest rate swaps
Convertible and SAFE notes
Unlisted equity securities
Put option over non-controlling interest
NOTE
3.2
4.7.1
4.7.1
3.2
3.2
3.2
FAIR VALUE ASSET
FAIR VALUE LIABILITY
2021
$M
–
3
23
62
33
–
2020
$M
84
9
539
45
10
–
2021
$M
–
(19)
(7)
–
–
(390)
2020
$M
–
(53)
(31)
–
–
–
FAIR VALUE
HIERARCHY
Level 1
Level 2
Level 2
Level 2
Level 3
Level 3
There were no transfers between level 1, level 2, or level 3 during the period.
Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis
The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary
financial liabilities of the Group approximate their fair value.
Estimation of fair values
are reported to the Board.
At each reporting period, the Group reviews any material adjustments for level 3 fair values and assesses whether any evidence
can be obtained from third parties to support the conclusion that these valuations meet the requirements of the Standards,
including the level in the fair value hierarchy in which the valuations should be classified. Any material valuation adjustments
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments
categorised within level 2 and level 3 of the fair value hierarchy:
• The fair value of foreign exchange contracts is determined using a discounted cash flow model where future cash flows
are estimated based on market forward exchange rates as at the end of the reporting period and the contract forward rate,
discounted by the observable yield curves of the respective currency;
• The fair value of foreign currency options is determined using a Black-Scholes model;
4.7.4
Fair value measurement of financial instruments (continued)
Estimation of fair values (continued)
• The fair value of cross currency and interest rate swaps is determined using a discounted cash flow model where future cash
flows are estimated based on market forward rates as at the end of the reporting period and the contract rates, discounted
at a rate that reflects the credit risk of the various respective counterparties;
• The fair value of convertible notes is determined using a Black-Scholes model or a Monte Carlo simulation model;
• The fair value of unlisted equity securities is determined using the pricing from the latest external fundraising of the unlisted
entity which represents the current market value of the investment or, where this is not available, using an appropriate
model such as a discounted cash flow model based on estimated future cash flows, discounted at a rate that reflects the
relative risks of the investment; and
• The fair value of the put option over non-controlling interests is determined as the present value of the amount expected
to be paid at the time of exercise, discounted at the Group’s cost of debt.
Level 3 sensitivity analysis
Put option over non-controlling interest
For the fair value of the put option over non-controlling interest, reasonably possible changes at the reporting date to one of the
significant unobservable inputs, holding other inputs constant, would have resulted in the following valuations:
2021 ($M)
CHANGE IN EBITDA
MARGIN GROWTH
‑2%
‑1%
0%
+1%
+2%
‑2%
337
345
353
360
368
CHANGE IN REVENUE GROWTH
‑1%
356
364
372
380
388
0%
375
383
390
400
408
+1%
395
403
412
420
429
+2%
416
424
433
442
451
Unlisted equity securities
Reasonably possible changes at the reporting date to significant unobservable inputs would not have resulted in a material
change in the value of unlisted equity securities.
SIGNIFICANT ACCOUNTING POLICIES
Derivatives
Derivatives are initially recognised at fair value. Subsequently, at each reporting date, the derivative is remeasured
at fair value and the gain or loss on remeasurement is recognised in the Consolidated Statement of Profit or Loss,
unless the derivatives are designated as the hedging instrument in a cash flow hedge where the gain or loss
is recognised in other comprehensive income. A derivative is presented as a non-current asset or a non-current
liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled
within 12 months.
Cash flow hedge
A cash flow hedge is a hedge of an exposure to variability in cash flows that is attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss.
Where a derivative is designated as the hedging instrument in a cash flow hedge, the effective part of any gain
or loss on the derivative is recognised in other comprehensive income and accumulated in a separate cash flow
hedge reserve within equity.
1
I
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3
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'
4
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A
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I
128
Notes to the Consolidated Financial Statements
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
5 GROUP STRUCTURE
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
5.1
ACQUISITION OF SUBSIDIARY
Cash flow hedge (continued)
When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial
liability, the associated cumulative gain or loss is removed from equity and included in the initial cost or other
carrying amount of the non-financial asset or liability. If the forecast transaction subsequently results in the
recognition of a financial asset or a financial liability, then the associated gains and losses that were accumulated
in equity will be reclassified into profit or loss in the same period or periods during which the asset acquired
or liability assumed affects profit or loss. The ineffective part of any derivative designated as the hedging
instrument in a cash flow hedge is recognised immediately in the Consolidated Statement of Profit or Loss.
When a hedging instrument expires or is sold, terminated, or exercised, but the hedged forecast transaction is still
expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance
with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place,
the cumulative unrealised gain or loss accumulated in equity is reclassified immediately into the Consolidated
Statement of Profit or Loss. Gains or losses removed from equity during the period in relation to interest rate
hedge instruments are recognised within finance costs in the Consolidated Statement of Profit or Loss.
Fair value hedge
A fair value hedge is a hedge of an exposure to changes in fair value of a recognised asset or liability that
is attributable to a particular risk and could affect profit or loss. Where a derivative is designated as the hedging
instrument in a fair value hedge, the gain or loss on the hedging instrument is recognised in the Consolidated
Statement of Profit or Loss, together with the gain or loss on the hedged item attributable to the hedged risk,
in the line item relating to the hedged item.
Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging
instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting.
The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised
in the Consolidated Statement of Profit or Loss from that date.
This section presents information about material acquisitions that occurred during the period, including
the assets acquired and liabilities assumed, consideration transferred, and goodwill arising from the
acquisition. During the period, the Group acquired a controlling interest in Quantium.
On 31 May 2021, the Group acquired an additional equity interest in The Quantium Group Holdings Pty Limited (Quantium)
which increased its shareholding from 47% to 75%, resulting in the Group gaining control of Quantium, for a total cash
consideration of $223 million. In addition, Quantium minority shareholders have a put option and the Group has an equivalent
call option over the remaining 25% of the shares in Quantium, both of which are expected to be exercised after 30 June 2024.
Quantium is a world-class data science and advanced analytics business. Through this transaction the Group aspires
to bring together Quantium’s advanced analytics capability and the Group’s retail capabilities to unlock value across the
Group’s retail ecosystem.
From the date of acquisition, Quantium’s contribution to revenue and earnings before interest and tax was not material.
If the acquisition had occurred at the start of the reporting period, management estimates that consolidated revenue and
consolidated earnings before interest and tax would not have been materially different to what has been reported.
5.1.1
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition:
4.8
COMMITMENTS FOR CAPITAL EXPENDITURE
This section presents the Group’s contractual obligation to make a payment in the future in relation
to purchases of property, plant and equipment.
Capital expenditure commitments of the Group at the reporting date are as follows:
Total identifiable net assets acquired
Estimated capital expenditure under firm contracts, payable:
Not later than one year
Later than one year, not later than two years
Total capital expenditure commitments1
2021
$M
791
46
837
2020
$M
429
–
429
1
Included within the capital expenditure commitments of the Group are $14 million (2020: $18 million) of capital expenditure commitments related to
Endeavour Group which has been classified as a discontinued operation at 27 June 2021. The Endeavour Group capital expenditure commitments are
estimated to be all payable in not later than one year (2020: all payable in not later than one year).
1 Trade and other receivables comprise gross contractual amounts due of $58 million, of which nil was expected to be uncollectable at the date of acquisition.
Assets
Cash and cash equivalents
Trade and other receivables 1
Lease assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total assets
Liabilities
Trade and other payables
Lease liabilities
Current tax payable
Provisions
Deferred tax liabilities
Total liabilities
GROUP
STRUCTURE 5
129
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P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
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E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
$M
54
58
110
3
191
11
427
57
110
7
18
53
245
182
128
Notes to the Consolidated Financial Statements
4.7
FINANCIAL RISK MANAGEMENT (CONTINUED)
5 GROUP STRUCTURE
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
5.1
ACQUISITION OF SUBSIDIARY
GROUP
STRUCTURE 5
129
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P
Cash flow hedge (continued)
When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial
liability, the associated cumulative gain or loss is removed from equity and included in the initial cost or other
carrying amount of the non-financial asset or liability. If the forecast transaction subsequently results in the
recognition of a financial asset or a financial liability, then the associated gains and losses that were accumulated
in equity will be reclassified into profit or loss in the same period or periods during which the asset acquired
or liability assumed affects profit or loss. The ineffective part of any derivative designated as the hedging
instrument in a cash flow hedge is recognised immediately in the Consolidated Statement of Profit or Loss.
When a hedging instrument expires or is sold, terminated, or exercised, but the hedged forecast transaction is still
expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance
with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place,
the cumulative unrealised gain or loss accumulated in equity is reclassified immediately into the Consolidated
Statement of Profit or Loss. Gains or losses removed from equity during the period in relation to interest rate
hedge instruments are recognised within finance costs in the Consolidated Statement of Profit or Loss.
Fair value hedge
A fair value hedge is a hedge of an exposure to changes in fair value of a recognised asset or liability that
is attributable to a particular risk and could affect profit or loss. Where a derivative is designated as the hedging
instrument in a fair value hedge, the gain or loss on the hedging instrument is recognised in the Consolidated
Statement of Profit or Loss, together with the gain or loss on the hedged item attributable to the hedged risk,
in the line item relating to the hedged item.
Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging
instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting.
The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised
in the Consolidated Statement of Profit or Loss from that date.
4.8
COMMITMENTS FOR CAPITAL EXPENDITURE
This section presents the Group’s contractual obligation to make a payment in the future in relation
to purchases of property, plant and equipment.
Capital expenditure commitments of the Group at the reporting date are as follows:
Estimated capital expenditure under firm contracts, payable:
Not later than one year
Later than one year, not later than two years
Total capital expenditure commitments1
1
Included within the capital expenditure commitments of the Group are $14 million (2020: $18 million) of capital expenditure commitments related to
Endeavour Group which has been classified as a discontinued operation at 27 June 2021. The Endeavour Group capital expenditure commitments are
estimated to be all payable in not later than one year (2020: all payable in not later than one year).
2021
$M
791
46
837
2020
$M
429
–
429
This section presents information about material acquisitions that occurred during the period, including
the assets acquired and liabilities assumed, consideration transferred, and goodwill arising from the
acquisition. During the period, the Group acquired a controlling interest in Quantium.
On 31 May 2021, the Group acquired an additional equity interest in The Quantium Group Holdings Pty Limited (Quantium)
which increased its shareholding from 47% to 75%, resulting in the Group gaining control of Quantium, for a total cash
consideration of $223 million. In addition, Quantium minority shareholders have a put option and the Group has an equivalent
call option over the remaining 25% of the shares in Quantium, both of which are expected to be exercised after 30 June 2024.
Quantium is a world-class data science and advanced analytics business. Through this transaction the Group aspires
to bring together Quantium’s advanced analytics capability and the Group’s retail capabilities to unlock value across the
Group’s retail ecosystem.
From the date of acquisition, Quantium’s contribution to revenue and earnings before interest and tax was not material.
If the acquisition had occurred at the start of the reporting period, management estimates that consolidated revenue and
consolidated earnings before interest and tax would not have been materially different to what has been reported.
Identifiable assets acquired and liabilities assumed
5.1.1
The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition:
Assets
Cash and cash equivalents
Trade and other receivables 1
Lease assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total assets
Liabilities
Trade and other payables
Lease liabilities
Current tax payable
Provisions
Deferred tax liabilities
Total liabilities
Total identifiable net assets acquired
$M
54
58
110
3
191
11
427
57
110
7
18
53
245
182
1 Trade and other receivables comprise gross contractual amounts due of $58 million, of which nil was expected to be uncollectable at the date of acquisition.
1
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3
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'
4
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5
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Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
5.1
ACQUISITION OF SUBSIDIARY (CONTINUED)
5.1
ACQUISITION OF SUBSIDIARY (CONTINUED)
5.1.1
Identifiable assets acquired and liabilities assumed (continued)
Fair values measured on a provisional basis
(i)
The fair value of Quantium’s intangible assets (including customer relationships, brand names, and intellectual property and
algorithms) has been measured provisionally, pending completion of an independent valuation.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the
date of acquisition identifies adjustments to the amounts recognised, or any additional provisions that existed at the date
of acquisition, then the accounting for the acquisition will be revised.
Goodwill
5.1.2
Goodwill arising from the acquisition has been recognised as follows:
Consideration transferred
Non-controlling interest 1
Fair value of pre-existing interest in Quantium
Fair value of identifiable net assets acquired
Goodwill
$M
223
56
291
(182)
388
1 Based on the non-controlling interest’s proportion of the fair value of identifiable net assets of Quantium and the non-controlling interest in entities controlled
by Quantium.
The remeasurement to fair value of the Group’s existing 47% interest in Quantium resulted in a gain of $228 million.
This represents the difference between the fair value of the Group’s existing 47% interest ($291 million) and the amount
recognised in the Consolidated Statement of Financial Position prior to this acquisition ($63 million). This gain has been included
in administration expenses in the Consolidated Statement of Profit or Loss.
The goodwill is attributable mainly to the skills and technical talent of Quantium’s workforce, the benefits from integrating
Quantium into the Group’s retail ecosystem, and intangible assets that do not qualify for separate recognition. None of the
goodwill recognised is expected to be deductible for tax purposes.
Put option
5.1.3
The Group has a put option liability over the remaining 25% of the shares in Quantium, which is expected to be exercised
after 30 June 2024. Notwithstanding that the most likely outcome is that the put option will be exercised after 30 June 2024,
minority shareholders can require the Group to purchase their shares at the put option valuation at the date of exercise.
For employee shareholders leaving Quantium or employees classified as bad leavers, their shares are required to be acquired
at a discount and for other shareholders at no discount. As the Group is not able to defer payment for more than 12 months,
the Group is required to recognise this portion as a current liability.
The put option liability was initially recognised at the present value of the amount expected to be paid at the time of exercise
within other financial liabilities with a corresponding charge directly to equity. At 27 June 2021, the carrying value of the put
option liability was $390 million, of which $145 million has been recognised as a current financial liability and $245 million has
been recognised as a non-current financial liability (refer to Note 3.2).
In each reporting period, the discount on the put option liability is subsequently unwound up to the amount expected to be paid
at the time of exercise through finance costs in the Consolidated Statement of Profit or Loss.
Any changes in the estimate of the amount expected to be paid at the time of exercise will be recognised in the Consolidated
Statement of Profit or Loss.
SIGNIFICANT ACCOUNTING POLICIES
Business combinations
The Group accounts for acquisitions of businesses using the acquisition method. The consideration transferred
in a business combination is measured at fair value, as are the identifiable net assets acquired. Goodwill is
measured as the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree,
and the fair value of the Group’s previously held equity interest in the acquiree less the identifiable assets
acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment in accordance with
the policy adopted for non-financial assets in Note 3.6. Transaction costs are expensed as incurred, except
if related to the issue of debt or equity securities.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured
and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each
reporting date and subsequent changes in the fair value of the contingent consideration are recognised in the
Consolidated Statement of Profit or Loss.
When a business combination is achieved in stages, the Group’s previously held interest in the acquired entity
is remeasured to its acquisition date fair value. The resulting gain or loss is recognised in the Consolidated
Statement of Profit or Loss. Amounts arising from interests in the acquiree prior to the acquisition date that
have previously been recognised in the Consolidated Statement of Other Comprehensive Income are reclassified
to the Consolidated Statement of Profit or Loss, where such treatment would be appropriate if that interest were
disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have affected the amounts recognised as of that date.
131
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0
2
1
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G
R
O
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1
H
I
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2
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3
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D
I
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'
4
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F
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A
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A
L
5
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I
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F
O
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M
A
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I
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5.1
ACQUISITION OF SUBSIDIARY (CONTINUED)
5.1
ACQUISITION OF SUBSIDIARY (CONTINUED)
GROUP
STRUCTURE 5
131
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SIGNIFICANT ACCOUNTING POLICIES
Business combinations
The Group accounts for acquisitions of businesses using the acquisition method. The consideration transferred
in a business combination is measured at fair value, as are the identifiable net assets acquired. Goodwill is
measured as the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree,
and the fair value of the Group’s previously held equity interest in the acquiree less the identifiable assets
acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment in accordance with
the policy adopted for non-financial assets in Note 3.6. Transaction costs are expensed as incurred, except
if related to the issue of debt or equity securities.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured
and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each
reporting date and subsequent changes in the fair value of the contingent consideration are recognised in the
Consolidated Statement of Profit or Loss.
When a business combination is achieved in stages, the Group’s previously held interest in the acquired entity
is remeasured to its acquisition date fair value. The resulting gain or loss is recognised in the Consolidated
Statement of Profit or Loss. Amounts arising from interests in the acquiree prior to the acquisition date that
have previously been recognised in the Consolidated Statement of Other Comprehensive Income are reclassified
to the Consolidated Statement of Profit or Loss, where such treatment would be appropriate if that interest were
disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition
date that, if known, would have affected the amounts recognised as of that date.
1
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A
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2
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I
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W
B
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S
S
3
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4
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Notes to the Consolidated Financial Statements
5.1.1
Identifiable assets acquired and liabilities assumed (continued)
(i)
Fair values measured on a provisional basis
The fair value of Quantium’s intangible assets (including customer relationships, brand names, and intellectual property and
algorithms) has been measured provisionally, pending completion of an independent valuation.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the
date of acquisition identifies adjustments to the amounts recognised, or any additional provisions that existed at the date
of acquisition, then the accounting for the acquisition will be revised.
5.1.2
Goodwill
Goodwill arising from the acquisition has been recognised as follows:
$M
223
56
291
(182)
388
Consideration transferred
Non-controlling interest 1
Fair value of pre-existing interest in Quantium
Fair value of identifiable net assets acquired
Goodwill
by Quantium.
1 Based on the non-controlling interest’s proportion of the fair value of identifiable net assets of Quantium and the non-controlling interest in entities controlled
The remeasurement to fair value of the Group’s existing 47% interest in Quantium resulted in a gain of $228 million.
This represents the difference between the fair value of the Group’s existing 47% interest ($291 million) and the amount
recognised in the Consolidated Statement of Financial Position prior to this acquisition ($63 million). This gain has been included
in administration expenses in the Consolidated Statement of Profit or Loss.
The goodwill is attributable mainly to the skills and technical talent of Quantium’s workforce, the benefits from integrating
Quantium into the Group’s retail ecosystem, and intangible assets that do not qualify for separate recognition. None of the
goodwill recognised is expected to be deductible for tax purposes.
5.1.3
Put option
The Group has a put option liability over the remaining 25% of the shares in Quantium, which is expected to be exercised
after 30 June 2024. Notwithstanding that the most likely outcome is that the put option will be exercised after 30 June 2024,
minority shareholders can require the Group to purchase their shares at the put option valuation at the date of exercise.
For employee shareholders leaving Quantium or employees classified as bad leavers, their shares are required to be acquired
at a discount and for other shareholders at no discount. As the Group is not able to defer payment for more than 12 months,
the Group is required to recognise this portion as a current liability.
The put option liability was initially recognised at the present value of the amount expected to be paid at the time of exercise
within other financial liabilities with a corresponding charge directly to equity. At 27 June 2021, the carrying value of the put
option liability was $390 million, of which $145 million has been recognised as a current financial liability and $245 million has
been recognised as a non-current financial liability (refer to Note 3.2).
In each reporting period, the discount on the put option liability is subsequently unwound up to the amount expected to be paid
at the time of exercise through finance costs in the Consolidated Statement of Profit or Loss.
Any changes in the estimate of the amount expected to be paid at the time of exercise will be recognised in the Consolidated
Statement of Profit or Loss.
5
I
N
F
O
R
M
A
T
O
N
I
O
T
H
E
R
132
Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
5.2
DISCONTINUED OPERATIONS
5.2
DISCONTINUED OPERATIONS (CONTINUED)
This section presents the profit or loss and cash flows from components of the Group that are currently
held for distribution. On 18 June 2021, the Group obtained shareholder approval for the separation
of Endeavour Group resulting in the discontinued operations of two separate major business lines,
Endeavour Drinks and Hotels.
Endeavour Group Separation
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two of
the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. On this
date, the Group classified the respective assets and liabilities of Endeavour Group as held for distribution and presented these
amounts at their carrying value and separately from other assets and liabilities in the Consolidated Statement of Financial
Position as at 27 June 2021. Refer to Note 5.3 for further details.
Segment disclosures from discontinued operations
5.2.1
The Group’s reportable segments from discontinued operations are as follows:
• Endeavour Drinks – procurement and manufacture of drinks for resale to customers in Australia;
• Hotels – provision of leisure and hospitality services including food and drinks, accommodation, entertainment, and gaming
in Australia; and
• Other – consists of various support functions for Endeavour Group.
The primary reporting measure of the reportable segments is earnings before interest, tax, and significant items which is consistent
with the way management monitor and report the performance of these segments.
2021
Revenue from the sale of goods and services
Other revenue
Expenses
Earnings/(loss) before interest, tax, and significant items
Significant items
Earnings/(loss) before interest and tax
Finance costs 1
Profit before income tax
Income tax expense
Profit for the period from discontinued operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure
ENDEAVOUR
DRINKS
$M
10,167
5
(9,503)
669
–
669
HOTELS
$M
1,417
24
(1,180)
261
–
261
OTHER
$M
–
4
(35)
(31)
–
(31)
146
145
151
137
101
149
–
–
3
TOTAL
$M
11,584
33
(10,718)
899
–
899
(159)
740
(207)
533
283
246
303
1
Finance costs from discontinued operations is presented after consolidation eliminations and therefore excludes any interest arising on intercompany
amounts owed by Endeavour Group.
5.2.1
Segment disclosures from discontinued operations (continued)
Revenue from the sale of goods and services
2020
Other revenue
Expenses
Significant items
Earnings/(loss) before interest, tax, and significant items
Earnings/(loss) before interest and tax
Finance costs 1
Profit before income tax
Income tax expense
Profit for the period from discontinued operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure
ENDEAVOUR
DRINKS
$M
9,275
4
(8,710)
569
–
569
HOTELS
$M
1,320
23
(1,171)
172
–
172
OTHER
$M
–
–
(7)
(7)
(132)
(139)
138
119
169
131
102
141
–
–
6
TOTAL
$M
10,595
27
(9,888)
734
(132)
602
(172)
430
(159)
271
269
221
316
1
Finance costs from discontinued operations is presented after consolidation eliminations and therefore excludes any interest arising on intercompany
amounts owed by Endeavour Group.
5.2.2
Cash flows from/(used in) discontinued operations
The condensed cash flows from/(used in) discontinued operations during the period are set out below:
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
2021
$M
1,114
(318)
(734)
62
375
437
2020
$M
782
(269)
(272)
241
134
375
SIGNIFICANT ACCOUNTING POLICIES
Discontinued operations
Statement of Profit or Loss.
A discontinued operation is a component of the Group that represents a separate major line of business that
is part of a disposal plan. The results of discontinued operations are presented separately in the Consolidated
133
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2
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W
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H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
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H
E
R
I
N
F
O
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M
A
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I
O
N
132
Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
133
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S
G
R
O
U
P
5.2
DISCONTINUED OPERATIONS
5.2
DISCONTINUED OPERATIONS (CONTINUED)
This section presents the profit or loss and cash flows from components of the Group that are currently
held for distribution. On 18 June 2021, the Group obtained shareholder approval for the separation
of Endeavour Group resulting in the discontinued operations of two separate major business lines,
Endeavour Drinks and Hotels.
Endeavour Group Separation
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group, which resulted in two of
the Group’s separate major business lines, Endeavour Drinks and Hotels, being classified as discontinued operations. On this
date, the Group classified the respective assets and liabilities of Endeavour Group as held for distribution and presented these
amounts at their carrying value and separately from other assets and liabilities in the Consolidated Statement of Financial
Position as at 27 June 2021. Refer to Note 5.3 for further details.
5.2.1
Segment disclosures from discontinued operations
The Group’s reportable segments from discontinued operations are as follows:
• Endeavour Drinks – procurement and manufacture of drinks for resale to customers in Australia;
• Hotels – provision of leisure and hospitality services including food and drinks, accommodation, entertainment, and gaming
in Australia; and
• Other – consists of various support functions for Endeavour Group.
The primary reporting measure of the reportable segments is earnings before interest, tax, and significant items which is consistent
with the way management monitor and report the performance of these segments.
Revenue from the sale of goods and services
2021
Other revenue
Expenses
Significant items
Earnings/(loss) before interest, tax, and significant items
Earnings/(loss) before interest and tax
Finance costs 1
Profit before income tax
Income tax expense
Profit for the period from discontinued operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure
ENDEAVOUR
DRINKS
$M
10,167
5
(9,503)
669
–
669
HOTELS
$M
1,417
24
(1,180)
261
–
261
OTHER
$M
–
4
(35)
(31)
–
(31)
146
145
151
137
101
149
–
–
3
TOTAL
$M
11,584
33
(10,718)
899
–
899
(159)
740
(207)
533
283
246
303
1
Finance costs from discontinued operations is presented after consolidation eliminations and therefore excludes any interest arising on intercompany
amounts owed by Endeavour Group.
5.2.1
Segment disclosures from discontinued operations (continued)
2020
Revenue from the sale of goods and services
Other revenue
Expenses
Earnings/(loss) before interest, tax, and significant items
Significant items
Earnings/(loss) before interest and tax
Finance costs 1
Profit before income tax
Income tax expense
Profit for the period from discontinued operations
Depreciation and amortisation – lease assets
Depreciation and amortisation – non‑lease assets
Capital expenditure
ENDEAVOUR
DRINKS
$M
9,275
4
(8,710)
569
–
569
HOTELS
$M
1,320
23
(1,171)
172
–
172
OTHER
$M
–
–
(7)
(7)
(132)
(139)
138
119
169
131
102
141
–
–
6
TOTAL
$M
10,595
27
(9,888)
734
(132)
602
(172)
430
(159)
271
269
221
316
1
Finance costs from discontinued operations is presented after consolidation eliminations and therefore excludes any interest arising on intercompany
amounts owed by Endeavour Group.
Cash flows from/(used in) discontinued operations
5.2.2
The condensed cash flows from/(used in) discontinued operations during the period are set out below:
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
2021
$M
1,114
(318)
(734)
62
375
437
2020
$M
782
(269)
(272)
241
134
375
SIGNIFICANT ACCOUNTING POLICIES
Discontinued operations
A discontinued operation is a component of the Group that represents a separate major line of business that
is part of a disposal plan. The results of discontinued operations are presented separately in the Consolidated
Statement of Profit or Loss.
1
I
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L
I
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P
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F
O
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M
A
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2
R
E
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I
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W
B
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S
I
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E
S
S
3
R
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P
O
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I
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O
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'
4
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P
O
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A
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5
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I
134
Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
5.3
ASSETS HELD FOR SALE OR DISTRIBUTION AND ASSOCIATED LIABILITIES
5.3
ASSETS HELD FOR SALE OR DISTRIBUTION AND DIRECTLY ASSOCIATED LIABILITIES (CONTINUED)
This section presents the assets and liabilities subject to a committed plan for distribution or sale.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group.
From this date, the Group classified the respective assets and liabilities of Endeavour Group as held
for distribution.
Assets held for sale or distribution and associated liabilities
5.3.1
Assets held for sale includes property, plant and equipment subject to a sale transaction and assets held for distribution
and liabilities associated with assets held for distribution comprise the assets and liabilities of Endeavour Group.
Assets held for sale or distribution
Assets held for sale
Property, plant and equipment 1
Total assets held for sale
Assets held for distribution
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Lease assets
Property, plant and equipment 1
Intangible assets
Deferred tax assets
Total assets held for distribution
Total assets held for sale or distribution
Liabilities associated with assets held for distribution
Trade and other payables
Lease liabilities 2
Borrowings 2
Current tax payable
Other financial liabilities
Provisions
Deferred tax liabilities
Other non-current liabilities
Total liabilities associated with assets held for distribution
2021
$M
2020
$M
195
195
437
159
1,213
89
3,117
1,890
3,845
14
10,764
10,959
1,195
3,429
4
111
3
315
171
3
5,231
333
333
–
–
–
–
–
–
–
–
–
333
–
–
–
–
–
–
–
–
–
1 At 28 June 2020, $3 million of this balance related to property, plant and equipment held for sale within Endeavour Group. At 27 June 2021, these assets of
$3 million have been included in assets held for distribution.
2 Lease liabilities and borrowings are presented after consolidation eliminations and therefore excludes intercompany amounts owed by Endeavour Group.
5.3.2
Demerger accounting
The Group recognised a demerger distribution liability following shareholder approval for the separation of Endeavour Group.
Accounting for demerger transactions is guided by AASB Interpretation 17 Distribution of Non-cash Assets to Owners. Liabilities
for distributions payable to shareholders are measured at the fair value of the net assets to be distributed. The fair value of the
Endeavour Group net assets has been determined by reference to the VWAP of Endeavour Group Limited shares traded on
the ASX in their first five trading days ($6.21). A demerger distribution liability equal to the fair value of the net assets to be
distributed of $7,870 million has been recognised at 27 June 2021, reflecting the obligation to distribute the assets of Endeavour
Group to shareholders effective 28 June 2021.
The demerger distribution liability has been allocated between a capital reduction ($904 million) and a demerger dividend
($6,966 million). The value of the capital reduction has been determined in accordance with the tax allocation specified by an ATO
ruling and has been recognised against share capital. The demerger dividend, being the difference between the fair value of the net
assets to be distributed and the capital reduction, has been recognised in a demerger reserve, within equity.
On 28 June 2021, subsequent to the end of the period, the Group lost control of Endeavour Group and recognised a gain
within equity of $6,387 million equal to the difference between the net assets of Endeavour Group derecognised on transfer
to shareholders (including a loan payable to the Group, which eliminated on consolidation) and the combination of (i) the
non-controlling interest share of Endeavour Group’s net assets, (ii) the fair value of the investment in Endeavour Group retained
by the Group, and (iii) the demerger distribution liability. The gain was recognised within discontinued operations for the 2022
financial period.
SIGNIFICANT ACCOUNTING POLICIES
Assets held for sale or distribution
Assets are classified as either held for sale or distribution. Assets are classified as held for sale if their carrying
amount will be recovered principally through a sale transaction rather than continuing use and the sale
is considered highly probable. Assets are classified as held for distribution if they are available for immediate
distribution and the transaction is considered highly probable.
Assets held for sale or distribution are measured at the lower of their carrying amount and fair value less costs
to distribute or sell, except for assets such as deferred tax assets, assets arising from employee benefits, and
financial assets which are specifically exempt from this measurement requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs
to sell or distribute. A gain is recognised for any subsequent increases in fair value less costs to sell or distribute
of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not
previously recognised by the date of the sale or distribution of the asset is recognised at the date of derecognition.
Assets are not depreciated or amortised while they are classified as held for sale or distribution.
Interest and other expenses attributable to the liabilities associated with assets held for sale or distribution
continue to be recognised.
135
A
N
N
U
A
L
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E
P
O
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T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
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T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
5.3
ASSETS HELD FOR SALE OR DISTRIBUTION AND ASSOCIATED LIABILITIES
5.3
ASSETS HELD FOR SALE OR DISTRIBUTION AND DIRECTLY ASSOCIATED LIABILITIES (CONTINUED)
GROUP
STRUCTURE 5
135
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U
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L
R
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P
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0
2
1
W
O
O
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W
O
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T
H
S
G
R
O
U
P
Demerger accounting
5.3.2
The Group recognised a demerger distribution liability following shareholder approval for the separation of Endeavour Group.
Accounting for demerger transactions is guided by AASB Interpretation 17 Distribution of Non-cash Assets to Owners. Liabilities
for distributions payable to shareholders are measured at the fair value of the net assets to be distributed. The fair value of the
Endeavour Group net assets has been determined by reference to the VWAP of Endeavour Group Limited shares traded on
the ASX in their first five trading days ($6.21). A demerger distribution liability equal to the fair value of the net assets to be
distributed of $7,870 million has been recognised at 27 June 2021, reflecting the obligation to distribute the assets of Endeavour
Group to shareholders effective 28 June 2021.
The demerger distribution liability has been allocated between a capital reduction ($904 million) and a demerger dividend
($6,966 million). The value of the capital reduction has been determined in accordance with the tax allocation specified by an ATO
ruling and has been recognised against share capital. The demerger dividend, being the difference between the fair value of the net
assets to be distributed and the capital reduction, has been recognised in a demerger reserve, within equity.
On 28 June 2021, subsequent to the end of the period, the Group lost control of Endeavour Group and recognised a gain
within equity of $6,387 million equal to the difference between the net assets of Endeavour Group derecognised on transfer
to shareholders (including a loan payable to the Group, which eliminated on consolidation) and the combination of (i) the
non-controlling interest share of Endeavour Group’s net assets, (ii) the fair value of the investment in Endeavour Group retained
by the Group, and (iii) the demerger distribution liability. The gain was recognised within discontinued operations for the 2022
financial period.
SIGNIFICANT ACCOUNTING POLICIES
Assets held for sale or distribution
Assets are classified as either held for sale or distribution. Assets are classified as held for sale if their carrying
amount will be recovered principally through a sale transaction rather than continuing use and the sale
is considered highly probable. Assets are classified as held for distribution if they are available for immediate
distribution and the transaction is considered highly probable.
Assets held for sale or distribution are measured at the lower of their carrying amount and fair value less costs
to distribute or sell, except for assets such as deferred tax assets, assets arising from employee benefits, and
financial assets which are specifically exempt from this measurement requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs
to sell or distribute. A gain is recognised for any subsequent increases in fair value less costs to sell or distribute
of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not
previously recognised by the date of the sale or distribution of the asset is recognised at the date of derecognition.
Assets are not depreciated or amortised while they are classified as held for sale or distribution.
Interest and other expenses attributable to the liabilities associated with assets held for sale or distribution
continue to be recognised.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
134
Notes to the Consolidated Financial Statements
This section presents the assets and liabilities subject to a committed plan for distribution or sale.
On 18 June 2021, the Group obtained shareholder approval for the separation of Endeavour Group.
From this date, the Group classified the respective assets and liabilities of Endeavour Group as held
for distribution.
5.3.1
Assets held for sale or distribution and associated liabilities
Assets held for sale includes property, plant and equipment subject to a sale transaction and assets held for distribution
and liabilities associated with assets held for distribution comprise the assets and liabilities of Endeavour Group.
Assets held for sale or distribution
Assets held for sale
Property, plant and equipment 1
Total assets held for sale
Assets held for distribution
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Lease assets
Property, plant and equipment 1
Intangible assets
Deferred tax assets
Trade and other payables
Lease liabilities 2
Borrowings 2
Current tax payable
Other financial liabilities
Provisions
Deferred tax liabilities
Other non-current liabilities
Total assets held for distribution
Total assets held for sale or distribution
Liabilities associated with assets held for distribution
2021
$M
2020
$M
195
195
437
159
1,213
89
3,117
1,890
3,845
14
10,764
10,959
1,195
3,429
4
111
3
315
171
3
5,231
333
333
333
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total liabilities associated with assets held for distribution
1 At 28 June 2020, $3 million of this balance related to property, plant and equipment held for sale within Endeavour Group. At 27 June 2021, these assets of
$3 million have been included in assets held for distribution.
2 Lease liabilities and borrowings are presented after consolidation eliminations and therefore excludes intercompany amounts owed by Endeavour Group.
136
Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
5.4
SUBSIDIARIES
The following section sets out the list of Australian subsidiaries (which together with Woolworths Group
Limited are referred to as the Closed Group) and their consolidated financial performance and position.
Deed of cross guarantee
5.4.1
Woolworths Group Limited and each of the wholly owned subsidiaries set out below (together referred to as the Closed
Group) have entered into a Deed of Cross Guarantee (the Deed), as defined in ASIC Corporations (Wholly-owned Companies)
Instrument 2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment
in full of all debts of the other entities in the Closed Group in the event of their winding up.
Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement
to prepare, audit, and lodge separate financial reports.
(i)
Parties to the Deed
COMPANY
ACN 001 259 301 Pty Limited
Advantage Supermarkets Pty Ltd
Hydrox Brands Pty Ltd
Jack Butler & Staff Pty. Ltd.
Advantage Supermarkets WA Pty Ltd
Josona Pty Ltd
Andmist Pty. Limited
Kiaora Lands Pty Limited
Australian Grocery Wholesalers Pty Limited
Leasehold Investments Pty Ltd
A Statement of Profit or Loss and retained earnings, and Statement of Financial Position for the entities which are party to the
Australian Independent Retailers Pty Ltd
Macro Wholefoods Company Pty Limited 1
Australian Safeway Stores Pty. Ltd.
Masters Installation Pty Limited
Barjok Pty Ltd
Calvartan Pty. Limited
Cartology Pty Limited
Cenijade Pty. Limited
Charmtex Pty Ltd
DB Deals Online Pty Limited
Drystone Pty Ltd
Dentra Pty. Limited
Drumstar Pty Ltd
Fabcot Pty Ltd
Fabsky Pty Ltd
Gembond Pty. Limited
GreenGrocer.com.au Pty Ltd
Grocery Wholesalers Pty Ltd
HealthyLife Company Pty Limited1
HP Distribution Pty Ltd
Hydrogen Nominees Pty. Ltd
Nalos Pty Ltd
Oxygen Nominees Pty. Ltd.
PEH (NZ IP) Pty Ltd
Philip Leong Stores Pty Limited
Primary Connect International Pty Limited
Progressive Enterprises Holdings Limited
QFD Pty. Limited
Queensland Property Investments Pty Ltd
Universal Wholesalers Pty Limited
Vincentia Nominees Pty Ltd
W23 Pty Limited
W23 Incubator Pty Limited 1
W23 Investments Pty Limited
W23 Investments 4 Pty Limited
W23 Ventures Pty Limited 2
W360 R&D Pty Limited 3
Weetah Pty. Limited
1 These wholly-owned subsidiaries became a party to the Deed by way of an Assumption Deed on 23 June 2021.
2 Formerly W23 Investments 3 Pty Limited.
3 Formerly W23 Investments 2 Pty Limited.
137
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N
U
A
L
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E
P
O
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T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
Woolworths Custodian Pty Ltd
Woolworths Executive Superannuation Scheme Pty Limited
Woolworths Format Development Pty Limited
Woolworths Group Superannuation Scheme Pty Ltd
Woolworths Group Payments Pty Limited 1
Woolworths International Trading Pty Limited
Woolworths Management Pty Ltd
Woolworths Marketplace Pty Limited 1
Woolworths Properties Pty Limited
Woolworths Property Double Bay Pty Limited
Woolworths Townsville Nominee Pty Ltd
Woolworths Trust Management Pty Limited
Woolworths360 Investments Pty Limited
Woolworths Trustee No. 2 Pty Limited
Woolworths Australian Communities Foundation Pty Limited WPay Pty Limited 1
1 These wholly-owned subsidiaries became a party to the Deed by way of an Assumption Deed on 23 June 2021.
5.4
SUBSIDIARIES (CONTINUED)
5.4.1
Deed of cross guarantee (continued)
(i)
Parties to the Deed (continued)
COMPANY
WGP No 1 Pty Limited
WGP No 2 Pty Limited
Woolies Liquor Stores Pty. Ltd.
Woolstar Pty. Limited
Woolworths (International) Pty Limited
Woolworths (Project Finance) Pty. Limited
Woolworths (Q’land) Pty Limited
Woolworths (R & D) Pty Limited
Woolworths (South Australia) Pty Limited
Woolworths (Victoria) Pty Limited
Woolworths (W.A.) Pty Limited
Woolworths360 Pty Limited
Deed at the reporting date are as follows:
Continuing operations
Revenue from the sale of goods and services
Cost of sales
Gross profit
Other revenue
Branch expenses
Administration expenses
Earnings before interest and tax
Finance income
Profit before income tax
Income tax expense
Profit for the period
Retained earnings
Balance at start of period
Adjustment on initial application of AASB 16, net of tax
Profit for the period
Dividends paid (refer to Note 4.2)
Actuarial (loss)/gain on defined benefit superannuation plans, net of tax
Adjustment for companies transferred out of the Closed Group
Balance at end of period
2021
$M
2020
$M
48,713
(34,290)
14,423
379
(8,799)
(3,721)
2,282
(11)
2,271
(527)
1,744
1,162
–
1,744
(1,277)
(12)
–
1,617
49,550
(35,251)
14,299
131
(9,037)
(3,577)
1,816
(280)
1,536
(396)
1,140
2,445
(1,031)
1,140
(1,297)
4
(99)
1,162
136
Notes to the Consolidated Financial Statements
5.4
SUBSIDIARIES
The following section sets out the list of Australian subsidiaries (which together with Woolworths Group
Limited are referred to as the Closed Group) and their consolidated financial performance and position.
5.4.1
Deed of cross guarantee
Woolworths Group Limited and each of the wholly owned subsidiaries set out below (together referred to as the Closed
Group) have entered into a Deed of Cross Guarantee (the Deed), as defined in ASIC Corporations (Wholly-owned Companies)
Instrument 2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment
in full of all debts of the other entities in the Closed Group in the event of their winding up.
Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement
to prepare, audit, and lodge separate financial reports.
(i)
Parties to the Deed
COMPANY
ACN 001 259 301 Pty Limited
Advantage Supermarkets Pty Ltd
Hydrox Brands Pty Ltd
Jack Butler & Staff Pty. Ltd.
Advantage Supermarkets WA Pty Ltd
Josona Pty Ltd
Andmist Pty. Limited
Kiaora Lands Pty Limited
Australian Grocery Wholesalers Pty Limited
Leasehold Investments Pty Ltd
Australian Independent Retailers Pty Ltd
Macro Wholefoods Company Pty Limited 1
Australian Safeway Stores Pty. Ltd.
Masters Installation Pty Limited
Barjok Pty Ltd
Calvartan Pty. Limited
Cartology Pty Limited
Cenijade Pty. Limited
Charmtex Pty Ltd
DB Deals Online Pty Limited
Drystone Pty Ltd
Dentra Pty. Limited
Drumstar Pty Ltd
Fabcot Pty Ltd
Fabsky Pty Ltd
Gembond Pty. Limited
GreenGrocer.com.au Pty Ltd
Grocery Wholesalers Pty Ltd
HealthyLife Company Pty Limited1
HP Distribution Pty Ltd
Hydrogen Nominees Pty. Ltd
2 Formerly W23 Investments 3 Pty Limited.
3 Formerly W23 Investments 2 Pty Limited.
Nalos Pty Ltd
Oxygen Nominees Pty. Ltd.
PEH (NZ IP) Pty Ltd
Philip Leong Stores Pty Limited
Primary Connect International Pty Limited
Progressive Enterprises Holdings Limited
QFD Pty. Limited
Queensland Property Investments Pty Ltd
Universal Wholesalers Pty Limited
Vincentia Nominees Pty Ltd
W23 Pty Limited
W23 Incubator Pty Limited 1
W23 Investments Pty Limited
W23 Investments 4 Pty Limited
W23 Ventures Pty Limited 2
W360 R&D Pty Limited 3
Weetah Pty. Limited
1 These wholly-owned subsidiaries became a party to the Deed by way of an Assumption Deed on 23 June 2021.
GROUP
STRUCTURE 5
137
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N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
5.4
SUBSIDIARIES (CONTINUED)
5.4.1
Deed of cross guarantee (continued)
(i)
Parties to the Deed (continued)
COMPANY
WGP No 1 Pty Limited
WGP No 2 Pty Limited
Woolies Liquor Stores Pty. Ltd.
Woolstar Pty. Limited
Woolworths (International) Pty Limited
Woolworths (Project Finance) Pty. Limited
Woolworths (Q’land) Pty Limited
Woolworths (R & D) Pty Limited
Woolworths (South Australia) Pty Limited
Woolworths (Victoria) Pty Limited
Woolworths (W.A.) Pty Limited
Woolworths360 Pty Limited
Woolworths360 Investments Pty Limited
Woolworths Australian Communities Foundation Pty Limited WPay Pty Limited 1
Woolworths Custodian Pty Ltd
Woolworths Executive Superannuation Scheme Pty Limited
Woolworths Format Development Pty Limited
Woolworths Group Superannuation Scheme Pty Ltd
Woolworths Group Payments Pty Limited 1
Woolworths International Trading Pty Limited
Woolworths Management Pty Ltd
Woolworths Marketplace Pty Limited 1
Woolworths Properties Pty Limited
Woolworths Property Double Bay Pty Limited
Woolworths Townsville Nominee Pty Ltd
Woolworths Trust Management Pty Limited
Woolworths Trustee No. 2 Pty Limited
1 These wholly-owned subsidiaries became a party to the Deed by way of an Assumption Deed on 23 June 2021.
A Statement of Profit or Loss and retained earnings, and Statement of Financial Position for the entities which are party to the
Deed at the reporting date are as follows:
Continuing operations
Revenue from the sale of goods and services
Cost of sales
Gross profit
Other revenue
Branch expenses
Administration expenses
Earnings before interest and tax
Finance income
Profit before income tax
Income tax expense
Profit for the period
Retained earnings
Balance at start of period
Adjustment on initial application of AASB 16, net of tax
Profit for the period
Dividends paid (refer to Note 4.2)
Actuarial (loss)/gain on defined benefit superannuation plans, net of tax
Adjustment for companies transferred out of the Closed Group
Balance at end of period
2021
$M
2020
$M
48,713
(34,290)
14,423
379
(8,799)
(3,721)
2,282
(11)
2,271
(527)
1,744
1,162
–
1,744
(1,277)
(12)
–
1,617
49,550
(35,251)
14,299
131
(9,037)
(3,577)
1,816
(280)
1,536
(396)
1,140
2,445
(1,031)
1,140
(1,297)
4
(99)
1,162
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
138
Notes to the Consolidated Financial Statements
5.4
SUBSIDIARIES (CONTINUED)
5.4.1
Deed of cross guarantee (continued)
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Other current assets
Assets held for sale
Total current assets
Non‑current assets
Trade and other receivables
Other financial assets
Lease assets
Property, plant and equipment
Intangible assets
Investments in associates
Deferred tax assets
Other non-current assets
Total non‑current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Current tax payable
Other financial liabilities
Provisions
Other current liabilities
Total current liabilities
Non‑current liabilities
Lease liabilities
Borrowings
Other financial liabilities
Provisions
Other non-current liabilities
Total non‑current liabilities
Total liabilities
Net assets 1
Equity
Contributed equity
Reserves
Retained earnings
Total equity
GROUP
STRUCTURE 5
5.4
SUBSIDIARIES (CONTINUED)
5.4.2 Details of wholly owned subsidiaries that are material to the Group
Material subsidiaries of Woolworths Group Limited, with the exception of those disclosed in Note 5.4.1 and Note 5.4.3,
Woolworths New Zealand Group Limited
Woolworths New Zealand Limited
General Distributors Limited
New Zealand
New Zealand
New Zealand
Woolworths Group Limited
Woolworths Group Limited
Woolworths Group Limited
COUNTRY OF INCORPORATION
ULTIMATE AUSTRALIAN CONTROLLING ENTITY
5.4.3
Details of non‑wholly owned subsidiaries that have material non‑controlling interests
NAME OF SUBSIDIARY
Endeavour Group Limited
The Quantium Group Holdings Pty Limited
Individually immaterial subsidiaries
The movement in non-controlling interests is as follows:
2021
Balance at start of period
Profit for the period
Other comprehensive loss for the period, net of tax
Total comprehensive income for the period, net of tax
Dividends paid
Recognition of non-controlling interest from
acquisition of subsidiary
Share-based payments expense
Balance at end of period
2020
Balance at start of period
Adjusted balance
Profit for the period
Dividends paid
Balance at end of period
Adjustment due to Restructure Scheme and ALH Merger
Other comprehensive loss for the period, net of tax
Total comprehensive income for the period, net of tax
PROPORTION OF VOTING RIGHTS
HELD BY NON‑CONTROLLING
INTERESTS
PRINCIPAL PLACE
OF BUSINESS
Australia
Australia
n/a
2021
%
14.6
25
n/a
THE QUANTIUM
GROUP
ENDEAVOUR
HOLDINGS PTY
GROUP LIMITED
LIMITED
$M
INDIVIDUALLY
IMMATERIAL
SUBSIDIARIES
TOTAL NON‑
CONTROLLING
INTERESTS
$M
259
65
(2)
63
(41)
–
1
282
$M
–
285
285
34
(2)
32
(58)
259
–
(1)
–
(1)
–
56
–
55
LTD
$M
285
(285)
–
–
–
–
–
–
$M
31
1
–
1
(9)
–
–
23
$M
29
–
29
10
–
10
(8)
31
ENDEAVOUR
ALH GROUP PTY
GROUP LIMITED
INDIVIDUALLY
IMMATERIAL
SUBSIDIARIES
TOTAL NON‑
CONTROLLING
INTERESTS
2020
%
14.6
n/a
n/a
$M
290
65
(2)
63
(50)
56
1
360
$M
314
–
314
44
(2)
42
(66)
290
139
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
2021
$M
RESTATED1
2020
$M
are as follows:
COMPANY
819
2,323
2,695
18
48
5,903
185
6,088
1,209
4,286
8,124
6,392
1,664
30
1,391
358
23,454
29,542
5,563
1,300
119
204
165
1,357
7,870
16,578
9,306
2,753
251
786
51
13,147
29,725
(183)
5,253
(7,053)
1,617
(183)
1,501
1,281
2,700
532
41
6,055
293
6,348
1,914
4,225
8,032
5,949
1,467
57
1,302
362
23,308
29,656
5,576
1,522
1,948
44
80
1,536
–
10,706
8,621
1,904
3
874
50
11,452
22,158
7,498
6,022
314
1,162
7,498
1 Refer to Note 1.1 for further details.
2 The Closed Group is in a net liability position at 27 June 2021 due to the recognition of the Endeavour Group demerger distribution liability of $7,870 million.
This net liability position is expected to substantially reverse in 2022 as the Closed Group will recognise a gain on demerger. Refer to Note 6.4 for further details.
138
Notes to the Consolidated Financial Statements
5.4
SUBSIDIARIES (CONTINUED)
5.4.1
Deed of cross guarantee (continued)
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Other current assets
Assets held for sale
Total current assets
Non‑current assets
Trade and other receivables
Other financial assets
Lease assets
Property, plant and equipment
Intangible assets
Investments in associates
Deferred tax assets
Other non-current assets
Total non‑current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Current tax payable
Other financial liabilities
Provisions
Other current liabilities
Total current liabilities
Non‑current liabilities
Lease liabilities
Borrowings
Other financial liabilities
Provisions
Other non-current liabilities
Total non‑current liabilities
Total liabilities
Net assets 1
Equity
Contributed equity
Reserves
Retained earnings
Total equity
2021
$M
RESTATED1
2020
$M
23,454
29,542
23,308
29,656
819
2,323
2,695
18
48
5,903
185
6,088
1,209
4,286
8,124
6,392
1,664
30
1,391
358
5,563
1,300
119
204
165
1,357
7,870
16,578
9,306
2,753
251
786
51
13,147
29,725
(183)
5,253
(7,053)
1,617
(183)
1,501
1,281
2,700
532
41
6,055
293
6,348
1,914
4,225
8,032
5,949
1,467
57
1,302
362
5,576
1,522
1,948
44
80
1,536
–
10,706
8,621
1,904
3
874
50
11,452
22,158
7,498
6,022
314
1,162
7,498
1 Refer to Note 1.1 for further details.
2 The Closed Group is in a net liability position at 27 June 2021 due to the recognition of the Endeavour Group demerger distribution liability of $7,870 million.
This net liability position is expected to substantially reverse in 2022 as the Closed Group will recognise a gain on demerger. Refer to Note 6.4 for further details.
5.4
SUBSIDIARIES (CONTINUED)
5.4.2 Details of wholly owned subsidiaries that are material to the Group
Material subsidiaries of Woolworths Group Limited, with the exception of those disclosed in Note 5.4.1 and Note 5.4.3,
are as follows:
COMPANY
COUNTRY OF INCORPORATION
ULTIMATE AUSTRALIAN CONTROLLING ENTITY
Woolworths New Zealand Group Limited
Woolworths New Zealand Limited
General Distributors Limited
New Zealand
New Zealand
New Zealand
Woolworths Group Limited
Woolworths Group Limited
Woolworths Group Limited
5.4.3
Details of non‑wholly owned subsidiaries that have material non‑controlling interests
GROUP
STRUCTURE 5
139
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
I
O
T
H
E
R
PROPORTION OF VOTING RIGHTS
HELD BY NON‑CONTROLLING
INTERESTS
PRINCIPAL PLACE
OF BUSINESS
Australia
Australia
n/a
2021
%
14.6
25
n/a
2020
%
14.6
n/a
n/a
ENDEAVOUR
GROUP LIMITED
$M
THE QUANTIUM
GROUP
HOLDINGS PTY
LIMITED
$M
INDIVIDUALLY
IMMATERIAL
SUBSIDIARIES
$M
TOTAL NON‑
CONTROLLING
INTERESTS
$M
259
65
(2)
63
(41)
–
1
282
–
(1)
–
(1)
–
56
–
55
31
1
–
1
(9)
–
–
23
290
65
(2)
63
(50)
56
1
360
N
F
O
R
M
A
T
O
N
I
ENDEAVOUR
GROUP LIMITED
$M
ALH GROUP PTY
LTD
$M
INDIVIDUALLY
IMMATERIAL
SUBSIDIARIES
$M
TOTAL NON‑
CONTROLLING
INTERESTS
$M
–
285
285
34
(2)
32
(58)
259
285
(285)
–
–
–
–
–
–
29
–
29
10
–
10
(8)
31
314
–
314
44
(2)
42
(66)
290
NAME OF SUBSIDIARY
Endeavour Group Limited
The Quantium Group Holdings Pty Limited
Individually immaterial subsidiaries
The movement in non-controlling interests is as follows:
2021
Balance at start of period
Profit for the period
Other comprehensive loss for the period, net of tax
Total comprehensive income for the period, net of tax
Dividends paid
Recognition of non-controlling interest from
acquisition of subsidiary
Share-based payments expense
Balance at end of period
2020
Balance at start of period
Adjustment due to Restructure Scheme and ALH Merger
Adjusted balance
Profit for the period
Other comprehensive loss for the period, net of tax
Total comprehensive income for the period, net of tax
Dividends paid
Balance at end of period
140
Notes to the Consolidated Financial Statements
5.4
SUBSIDIARIES (CONTINUED)
5.5
PARENT ENTITY INFORMATION
Details of non‑wholly owned subsidiaries that have material non‑controlling interests (continued)
5.4.3
Summarised financial information in respect of each of the Group’s subsidiaries that has a material non-controlling interest
were as follows:
This section presents the stand‑alone financial information of Woolworths Group Limited.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit after tax
Total comprehensive income
Net cash inflow
ENDEAVOUR GROUP LIMITED1
2021
$M
1,771
8,993
3,812
3,564
11,595
445
431
62
20202
$M
1,993
8,802
2,886
4,522
4,141
(64)
(79)
144
1
Financial information is presented for Endeavour Group Limited and its controlled entities as a separate group and therefore includes intercompany charges
and balances with the Group which are eliminated on consolidation. In 2021, amounts presented for the profit or loss include the following intercompany
amounts:
–
–
Revenue: $11 million of sales between Endeavour Group and New Zealand Food; and
Profit after tax: $88 million of interest on lease liabilities and borrowings with the Group.
2 The 2020 revenue, profit after tax, total comprehensive income, and net cash inflow disclosures reflect the results of Endeavour Group Limited from
3 February 2020 onwards, being the date the Restructure Scheme to create Endeavour Group Limited was completed.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit after tax
Total comprehensive income
Net increase in cash and cash equivalents
THE QUANTIUM
GROUP HOLDINGS
PTY LIMITED
20213
$M
110
246
83
113
192
56
54
17
3
Included in profit after tax is $36 million of non-recurring net income that is not part of the core operations of Quantium.
2 The parent entity is in a negative equity position at 27 June 2021 due to the recognition of the Endeavour Group demerger distribution liability of
$7,870 million. This negative equity position is expected to substantially reverse in 2022 as the parent entity will recognise a gain on demerger. Refer to Note
The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain
subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in Note 5.4.1.
Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6.1.
141
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
GROUP
STRUCTURE 5
2021
$M
RESTATED1
2020
$M
5,253
6,022
5,611
20,685
26,296
16,211
12,683
28,894
(13)
249
43
(6,966)
(390)
1,230
(2,004)
(2,598)
2021
$M
1,238
14
1,252
5,826
20,904
26,730
9,695
11,433
21,128
(36)
296
43
–
–
1,281
(2,004)
5,602
2020
$M
741
7
748
2021
$M
441
1
442
2020
$M
279
-
279
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Hedging reserve
Remuneration reserve
Equity instrument reserve
Demerger reserve
Other reserve
Retained earnings
Profit reserve
Loss reserve
Total equity2
Profit for the period
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
1 Refer to Note 1.1 for further details.
6.4 for further details.
Guarantees
Commitments for capital expenditure
Estimated capital expenditure under firm contracts, payable:
Not later than one year
Later than one year, not later than two years
140
Notes to the Consolidated Financial Statements
GROUP
STRUCTURE 5
141
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
5.4
SUBSIDIARIES (CONTINUED)
5.5
PARENT ENTITY INFORMATION
5.4.3
Details of non‑wholly owned subsidiaries that have material non‑controlling interests (continued)
Summarised financial information in respect of each of the Group’s subsidiaries that has a material non-controlling interest
were as follows:
This section presents the stand‑alone financial information of Woolworths Group Limited.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit after tax
Total comprehensive income
Net cash inflow
ENDEAVOUR GROUP LIMITED1
2021
$M
1,771
8,993
3,812
3,564
11,595
445
431
62
20202
$M
1,993
8,802
2,886
4,522
4,141
(64)
(79)
144
THE QUANTIUM
GROUP HOLDINGS
PTY LIMITED
20213
$M
110
246
83
113
192
56
54
17
1
Financial information is presented for Endeavour Group Limited and its controlled entities as a separate group and therefore includes intercompany charges
and balances with the Group which are eliminated on consolidation. In 2021, amounts presented for the profit or loss include the following intercompany
amounts:
–
–
Revenue: $11 million of sales between Endeavour Group and New Zealand Food; and
Profit after tax: $88 million of interest on lease liabilities and borrowings with the Group.
2 The 2020 revenue, profit after tax, total comprehensive income, and net cash inflow disclosures reflect the results of Endeavour Group Limited from
3 February 2020 onwards, being the date the Restructure Scheme to create Endeavour Group Limited was completed.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit after tax
Total comprehensive income
Net increase in cash and cash equivalents
3
Included in profit after tax is $36 million of non-recurring net income that is not part of the core operations of Quantium.
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Hedging reserve
Remuneration reserve
Equity instrument reserve
Demerger reserve
Other reserve
Retained earnings
Profit reserve
Loss reserve
Total equity2
Profit for the period
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
2021
$M
RESTATED1
2020
$M
5,611
20,685
26,296
16,211
12,683
28,894
5,826
20,904
26,730
9,695
11,433
21,128
5,253
6,022
(13)
249
43
(6,966)
(390)
1,230
(2,004)
(2,598)
2021
$M
1,238
14
1,252
(36)
296
43
–
–
1,281
(2,004)
5,602
2020
$M
741
7
748
1 Refer to Note 1.1 for further details.
2 The parent entity is in a negative equity position at 27 June 2021 due to the recognition of the Endeavour Group demerger distribution liability of
$7,870 million. This negative equity position is expected to substantially reverse in 2022 as the parent entity will recognise a gain on demerger. Refer to Note
6.4 for further details.
Guarantees
The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain
subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in Note 5.4.1.
Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6.1.
Commitments for capital expenditure
Estimated capital expenditure under firm contracts, payable:
Not later than one year
Later than one year, not later than two years
2021
$M
441
1
442
2020
$M
279
-
279
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
142
Notes to the Consolidated Financial Statements
OTHER 6
5.5
PARENT ENTITY INFORMATION (CONTINUED)
6 OTHER
SIGNIFICANT ACCOUNTING POLICIES
6.1
CONTINGENT LIABILITIES
Financial information for the Company, Woolworths Group Limited, has been prepared on the same basis
as the Consolidated Financial Statements. The following are accounting policies that are significant to the
Company only as the related transactions are either not material for the Group or eliminated on consolidation.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost and are tested for impairment in accordance with the policy
adopted for non-financial assets in Note 3.6. Dividends received from subsidiaries are recognised in profit or loss
when a right to receive the dividend is established.
Lessor accounting
The Company recognises amounts due from lessees under finance leases as receivables at the amount of the
Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect
a constant periodic rate of return on the Company’s net investment outstanding in respect of the leases. The
Company recognises lease payments received under operating leases as rental income on a straight-line basis
over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
5.6
RELATED PARTIES
This section outlines the Group’s transactions with its related parties, such as its subsidiaries
and Key Management Personnel.
6.2
EMPLOYEE BENEFITS
Transactions within the Group
During the reporting period and previous reporting periods, Woolworths Group Limited advanced loans to, received and repaid
loans from, and provided treasury, accounting, legal, taxation, and administrative services to other entities within the Group.
Entities within the Group also exchanged goods and services in sale and purchase transactions. All transactions occurred
on the basis of normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries,
which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Directors and Key Management Personnel
All transactions with directors and Key Management Personnel (including their related parties) were conducted on an arm’s length
basis in the ordinary course of business and under normal terms and conditions for customers and employees. Related parties
of Key Management Personnel who are employees received normal employee benefits on standard terms and conditions.
The total remuneration for Key Management Personnel of the Group is as follows:
Short-term employee benefits
Post employment benefits
Other long-term benefits
Share-based payments
2021
$
2020
$
12,149,747
197,807
82,043
8,825,971
21,255,568
10,190,022
169,512
109,341
6,476,698
16,945,573
Equity instrument disclosures relating to Key Management Personnel
Details of equity instruments provided as compensation to Key Management Personnel and shares issued on exercise of these
instruments, together with the terms and conditions of the instruments, are disclosed in the Remuneration Report.
Contingent liabilities are potential future cash payments where the likelihood of payment is not
considered probable or cannot be measured reliably.
The Group has entered the following guarantees however the probability of having to make a payment under these guarantees
• Guarantees in the normal course of business relating to conditions set out in development applications and for the sale
is considered remote:
of properties; and
• Guarantees against workers’ compensation self-insurance liabilities as required by State WorkCover authorities.
The guarantees are based on independent actuarial advice of the outstanding liability.
No provision has been made in the Consolidated Financial Statements in respect of these contingencies, however there
is a provision of $591 million for self-insured risks (2020: $637 million), which includes liabilities relating to workers’
compensation claims, that have been recognised in the Consolidated Statement of Financial Position at the reporting date.
As at 27 June 2021, there are class action proceedings against the Group, on behalf of several representative applicants,
seeking payments in favour of salaried team members, covered by the General Retail Industry Award, working in Supermarkets,
Metro, and BIG W stores.
From time to time, entities within the Group are party to various legal actions as well as inquiries from regulators and
government bodies that have arisen in the ordinary course of business. Consideration has been given to such matters and it has
been determined that these matters are not at a stage to support a reasonable evaluation of the likely outcome.
This section presents the Group’s benefits provided to its employees, including remuneration,
superannuation, share schemes, and retirement plans.
6.2.1
Employee benefits expense from continuing operations
2021
$M
7,742
587
93
8,422
RESTATED1
2020
$M
7,673
556
96
8,325
Remuneration and on-costs
Superannuation expense
Share-based payments expense
1 Refer to Note 1.1 for further details.
6.2.2
Share‑based payments
Long‑Term Incentive (LTI) plan
Equity settled share-based payments form part of the remuneration of eligible employees of the Group. The Group continues
to operate the Woolworths Incentive Share Plan (WISP).
All sub-plans within the LTI plan are subject to performance hurdles being met. The Group’s sub-plans are as follows:
• Performance rights sub-plan – delivers a right to acquire a share at a future date;
• Performance shares sub-plan – delivers a right to acquire a share immediately; and
• Cash award sub-plan – delivers a right to acquire cash at a future date.
No grants have been made under the performance shares or cash award sub-plans.
The performance rights sub-plan has been used to make long-term incentive offers to eligible employees. Upon exercise, each
performance right offered under this sub-plan entitles the holder to one ordinary fully paid Woolworths Group Limited share.
143
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
142
Notes to the Consolidated Financial Statements
5.5
PARENT ENTITY INFORMATION (CONTINUED)
6 OTHER
SIGNIFICANT ACCOUNTING POLICIES
6.1
CONTINGENT LIABILITIES
OTHER 6
143
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
Financial information for the Company, Woolworths Group Limited, has been prepared on the same basis
as the Consolidated Financial Statements. The following are accounting policies that are significant to the
Company only as the related transactions are either not material for the Group or eliminated on consolidation.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost and are tested for impairment in accordance with the policy
adopted for non-financial assets in Note 3.6. Dividends received from subsidiaries are recognised in profit or loss
when a right to receive the dividend is established.
Lessor accounting
The Company recognises amounts due from lessees under finance leases as receivables at the amount of the
Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect
a constant periodic rate of return on the Company’s net investment outstanding in respect of the leases. The
Company recognises lease payments received under operating leases as rental income on a straight-line basis
over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
5.6
RELATED PARTIES
and Key Management Personnel.
Transactions within the Group
During the reporting period and previous reporting periods, Woolworths Group Limited advanced loans to, received and repaid
loans from, and provided treasury, accounting, legal, taxation, and administrative services to other entities within the Group.
Entities within the Group also exchanged goods and services in sale and purchase transactions. All transactions occurred
on the basis of normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries,
which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Directors and Key Management Personnel
All transactions with directors and Key Management Personnel (including their related parties) were conducted on an arm’s length
basis in the ordinary course of business and under normal terms and conditions for customers and employees. Related parties
of Key Management Personnel who are employees received normal employee benefits on standard terms and conditions.
The total remuneration for Key Management Personnel of the Group is as follows:
Short-term employee benefits
Post employment benefits
Other long-term benefits
Share-based payments
2021
$
2020
$
12,149,747
10,190,022
197,807
82,043
169,512
109,341
8,825,971
6,476,698
21,255,568
16,945,573
Equity instrument disclosures relating to Key Management Personnel
Details of equity instruments provided as compensation to Key Management Personnel and shares issued on exercise of these
instruments, together with the terms and conditions of the instruments, are disclosed in the Remuneration Report.
Contingent liabilities are potential future cash payments where the likelihood of payment is not
considered probable or cannot be measured reliably.
The Group has entered the following guarantees however the probability of having to make a payment under these guarantees
is considered remote:
• Guarantees in the normal course of business relating to conditions set out in development applications and for the sale
of properties; and
• Guarantees against workers’ compensation self-insurance liabilities as required by State WorkCover authorities.
The guarantees are based on independent actuarial advice of the outstanding liability.
No provision has been made in the Consolidated Financial Statements in respect of these contingencies, however there
is a provision of $591 million for self-insured risks (2020: $637 million), which includes liabilities relating to workers’
compensation claims, that have been recognised in the Consolidated Statement of Financial Position at the reporting date.
As at 27 June 2021, there are class action proceedings against the Group, on behalf of several representative applicants,
seeking payments in favour of salaried team members, covered by the General Retail Industry Award, working in Supermarkets,
Metro, and BIG W stores.
From time to time, entities within the Group are party to various legal actions as well as inquiries from regulators and
government bodies that have arisen in the ordinary course of business. Consideration has been given to such matters and it has
been determined that these matters are not at a stage to support a reasonable evaluation of the likely outcome.
This section outlines the Group’s transactions with its related parties, such as its subsidiaries
6.2
EMPLOYEE BENEFITS
This section presents the Group’s benefits provided to its employees, including remuneration,
superannuation, share schemes, and retirement plans.
6.2.1
Employee benefits expense from continuing operations
Remuneration and on-costs
Superannuation expense
Share-based payments expense
1 Refer to Note 1.1 for further details.
6.2.2
Share‑based payments
2021
$M
7,742
587
93
8,422
RESTATED1
2020
$M
7,673
556
96
8,325
Long‑Term Incentive (LTI) plan
Equity settled share-based payments form part of the remuneration of eligible employees of the Group. The Group continues
to operate the Woolworths Incentive Share Plan (WISP).
All sub-plans within the LTI plan are subject to performance hurdles being met. The Group’s sub-plans are as follows:
• Performance rights sub-plan – delivers a right to acquire a share at a future date;
• Performance shares sub-plan – delivers a right to acquire a share immediately; and
• Cash award sub-plan – delivers a right to acquire cash at a future date.
No grants have been made under the performance shares or cash award sub-plans.
The performance rights sub-plan has been used to make long-term incentive offers to eligible employees. Upon exercise, each
performance right offered under this sub-plan entitles the holder to one ordinary fully paid Woolworths Group Limited share.
1
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2
R
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V
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B
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E
S
S
3
R
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P
O
R
T
I
D
R
E
C
T
O
R
S
'
4
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P
O
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T
F
I
N
A
N
C
A
L
I
5
O
T
H
E
R
I
N
F
O
R
M
A
T
O
N
I
144
Notes to the Consolidated Financial Statements
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.2
EMPLOYEE BENEFITS (CONTINUED)
Share‑based payments (continued)
6.2.2
A summary of the LTI plan performance hurdles for all outstanding grants is as follows:
GRANT YEAR
F193
F20 3
F21 3
RELATIVE TOTAL SHAREHOLDER RETURN
(TSR)1
SALES PER TRADING
SQUARE METRE
(SQM) 2
RETURN ON FUNDS
EMPLOYED (ROFE)1
VESTING
PERIOD
(YEARS)
Three
Three
Three
WEIGHTING
(%)
33.34
33.34
33.34
HURDLE/
RANGE
(PERCENTILE)
50th – 75th
50th – 75th
50th – 75th
WEIGHTING
(%)
WEIGHTING
(%)
33.33
33.33
33.33
33.33
33.33
33.33
1 The Group’s share price reset lower on 24 June 2021 to reflect the demerger of Endeavour Group which was implemented on 1 July 2021. In these
circumstances an adjustment factor is applied by the ASX to historical share prices to recognise the impact of the demerger from a share price perspective.
Accordingly, the Group has made no change to the TSR performance hurdle.
2 Hurdle/range not published for sales per trading SQM and ROFE for the F19, F20, and F21 grants, as the Group does not provide market guidance on these
metrics and the targets are commercially sensitive. The LTI targets and performance will be published following the end of the performance period.
3 The TSR component vests progressively where TSR equals or exceeds the 50th percentile of the comparator group up to the full 33.34% vesting, where
TSR equals the 75th percentile of the comparator group. Sales per trading SQM and ROFE components vest progressively, upon attaining certain hurdles,
to a maximum weighting of 33.33% respectively.
The variables in the table below are used as inputs into the model to determine the fair value of performance rights.
Grant date 1
Performance period start date
Exercise date
Expected volatility 2
Expected dividend yield
Risk-free interest rate
Weighted average fair value at grant date
2021
F21 WISP
1 Jul 2020
1 Jul 2020
1 Jul 2023
21.0%
4.0%
0.3%
$31.62
2020
F20 WISP
1 Jul 2019
1 Jul 2019
1 Jul 2022
15.0%
4.0%
1.0%
$27.86
1 Grant date represents the date on which there is a shared understanding of the terms and conditions of the arrangement.
2 The expected volatility is based on the historical implied volatility calculated based on the weighted average remaining life of the performance rights
adjusted for any expected changes to future volatility due to publicly available information.
Deferred Short‑Term Incentive (Deferred STI)
The performance rights sub-plan has also been used to make offers of Deferred STI which have the following features:
• For the F19, F20, and F21 Deferred STI plan, a one-year performance measure linked to sales, EBIT, working capital,
customer satisfaction, and safety; and
•
If the performance hurdles are met, participants are required to remain employed for a further two years to gain
access to the performance rights, or otherwise forfeit the performance rights unless the Board exercises its discretion
in accordance with the performance rights sub-plan rules.
Sign‑on and retention rights
The performance rights sub-plan has also been used to compensate new hires for foregone equity, and ensure that key
employees are retained to protect and deliver on the Group’s strategic direction. It has been offered to:
• Executives of newly acquired businesses in order to retain intellectual property during transition periods; or
• Attract new executives.
Sign-on and retention rights generally do not have performance measures attached to them due to the objective of retaining
key talent and vest subject to the executive remaining employed by the Group, generally for two or more years.
Recognition share plan
The performance rights sub-plan has also been used to reward employees of the Group. Participants are required to meet
a service condition to gain access to the performance rights.
145
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0
2
1
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T
H
S
G
R
O
U
P
1
H
I
G
H
L
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H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
OTHER 6
2021
2020
NO. OF RIGHTS
NO. OF RIGHTS
11,720,305
13,477,758
4,733,490
4,230,388
(3,963,884)
(4,664,750)
(2,222,323)
(1,323,091)
1,605,750
–
11,873,338
11,720,305
6.2.2
Share‑based payments (continued)
Movements in outstanding performance rights
The following table summarises movements in outstanding rights:
Outstanding at start of period
Granted during the period
Vested during the period
Lapsed during the period
Adjustments during the period 1
Outstanding at end of period
1 At the end of F21, the approved demerger of Endeavour Group had an impact on the operation of the Group’s share plans, specifically where team members
were holding unvested performance rights which were not entitled to receive Endeavour Group shares upon demerger. The impact of this was a loss of award
value due to the Group’s share price resetting lower on 24 June 2021 to reflect the demerger of Endeavour Group which was implemented on 1 July 2021. To
maintain the integrity of the Group’s share plans, underlying unvested awards were adjusted increasing the number of performance rights using a standard
formula that has been applied in other comparable demerger situations.
Share-based payments expense for the period for the Group was $102,797,905 (2020: $95,696,477) which comprises
$93,001,705 from continuing operations (2020: $95,696,477) and $9,796,200 from discontinued operations (2020: nil).
SIGNIFICANT ACCOUNTING POLICIES
Share‑based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments
at grant date. The fair value excludes the effect of non-market based vesting conditions.
The fair value of instruments with market-based performance conditions (e.g. TSR) is calculated at the date
of grant using a Monte Carlo simulation model. The probability of achieving market-based performance
conditions is incorporated into the determination of the fair value per instrument.
The fair value of instruments with non-market-based performance conditions (e.g. sales per trading SQM and
ROFE) and service conditions and retention rights is calculated using a Black-Scholes option pricing model.
The fair value determined at grant date is expensed on a straight-line basis over the vesting period based on the
number of equity instruments that will eventually vest. At each reporting period the Group revises its estimate
of the number of equity instruments expected to vest as a result of non-market based vesting conditions.
Any change in original estimates is recognised in profit or loss with a corresponding adjustment to reserves.
6.2.3
Share schemes
The total shares purchased during the year were 4,385,989 (2020: 3,213,542) at an average price per share of $42.90
(2020: $36.21) to satisfy the vesting of share rights and allocation of shares under the Group’s employee share plans.
No additional expense is recognised in relation to the shares purchased under the Employee Share Purchase Plan and the shares
issued under the Non-executive Director Equity Plan as they are acquired out of salary sacrificed remuneration.
3,373,381 rights were issued under the Woolworths Incentive Share Plan in 2021. Approval for the issue of securities under the
Woolworths Incentive Share Plan to the Chief Executive Officer and Managing Director was obtained under ASX Listing Rule
Woolworths Incentive Share Plan
10.14.
Employee Share Purchase Plan (SPP)
The SPP provides permanent full-time and part-time employees who are Australian tax residents and are aged 18 years or over
with the opportunity to purchase shares from pre-tax income via salary sacrifice. The Group pays the associated brokerage costs.
144
Notes to the Consolidated Financial Statements
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.2
EMPLOYEE BENEFITS (CONTINUED)
OTHER 6
145
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O
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2
0
2
1
W
O
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T
H
S
G
R
O
U
P
6.2.2
Share‑based payments (continued)
A summary of the LTI plan performance hurdles for all outstanding grants is as follows:
GRANT YEAR
F193
F20 3
F21 3
RELATIVE TOTAL SHAREHOLDER RETURN
SQUARE METRE
SALES PER TRADING
(SQM) 2
RETURN ON FUNDS
EMPLOYED (ROFE)1
WEIGHTING
WEIGHTING
WEIGHTING
VESTING
PERIOD
(YEARS)
Three
Three
Three
(TSR)1
HURDLE/
RANGE
(%)
(PERCENTILE)
33.34
33.34
33.34
50th – 75th
50th – 75th
50th – 75th
(%)
33.33
33.33
33.33
(%)
33.33
33.33
33.33
1 The Group’s share price reset lower on 24 June 2021 to reflect the demerger of Endeavour Group which was implemented on 1 July 2021. In these
circumstances an adjustment factor is applied by the ASX to historical share prices to recognise the impact of the demerger from a share price perspective.
Accordingly, the Group has made no change to the TSR performance hurdle.
2 Hurdle/range not published for sales per trading SQM and ROFE for the F19, F20, and F21 grants, as the Group does not provide market guidance on these
metrics and the targets are commercially sensitive. The LTI targets and performance will be published following the end of the performance period.
3 The TSR component vests progressively where TSR equals or exceeds the 50th percentile of the comparator group up to the full 33.34% vesting, where
TSR equals the 75th percentile of the comparator group. Sales per trading SQM and ROFE components vest progressively, upon attaining certain hurdles,
to a maximum weighting of 33.33% respectively.
The variables in the table below are used as inputs into the model to determine the fair value of performance rights.
Grant date 1
Performance period start date
Exercise date
Expected volatility 2
Expected dividend yield
Risk-free interest rate
Weighted average fair value at grant date
2021
F21 WISP
1 Jul 2020
1 Jul 2020
1 Jul 2023
21.0%
4.0%
0.3%
$31.62
2020
F20 WISP
1 Jul 2019
1 Jul 2019
1 Jul 2022
15.0%
4.0%
1.0%
$27.86
1 Grant date represents the date on which there is a shared understanding of the terms and conditions of the arrangement.
2 The expected volatility is based on the historical implied volatility calculated based on the weighted average remaining life of the performance rights
adjusted for any expected changes to future volatility due to publicly available information.
Deferred Short‑Term Incentive (Deferred STI)
The performance rights sub-plan has also been used to make offers of Deferred STI which have the following features:
• For the F19, F20, and F21 Deferred STI plan, a one-year performance measure linked to sales, EBIT, working capital,
customer satisfaction, and safety; and
•
If the performance hurdles are met, participants are required to remain employed for a further two years to gain
access to the performance rights, or otherwise forfeit the performance rights unless the Board exercises its discretion
in accordance with the performance rights sub-plan rules.
Sign‑on and retention rights
The performance rights sub-plan has also been used to compensate new hires for foregone equity, and ensure that key
employees are retained to protect and deliver on the Group’s strategic direction. It has been offered to:
• Executives of newly acquired businesses in order to retain intellectual property during transition periods; or
• Attract new executives.
Recognition share plan
Sign-on and retention rights generally do not have performance measures attached to them due to the objective of retaining
key talent and vest subject to the executive remaining employed by the Group, generally for two or more years.
The performance rights sub-plan has also been used to reward employees of the Group. Participants are required to meet
a service condition to gain access to the performance rights.
6.2.2
Share‑based payments (continued)
Movements in outstanding performance rights
The following table summarises movements in outstanding rights:
Outstanding at start of period
Granted during the period
Vested during the period
Lapsed during the period
Adjustments during the period 1
Outstanding at end of period
2021
NO. OF RIGHTS
2020
NO. OF RIGHTS
11,720,305
4,733,490
(3,963,884)
(2,222,323)
1,605,750
11,873,338
13,477,758
4,230,388
(4,664,750)
(1,323,091)
–
11,720,305
1 At the end of F21, the approved demerger of Endeavour Group had an impact on the operation of the Group’s share plans, specifically where team members
were holding unvested performance rights which were not entitled to receive Endeavour Group shares upon demerger. The impact of this was a loss of award
value due to the Group’s share price resetting lower on 24 June 2021 to reflect the demerger of Endeavour Group which was implemented on 1 July 2021. To
maintain the integrity of the Group’s share plans, underlying unvested awards were adjusted increasing the number of performance rights using a standard
formula that has been applied in other comparable demerger situations.
Share-based payments expense for the period for the Group was $102,797,905 (2020: $95,696,477) which comprises
$93,001,705 from continuing operations (2020: $95,696,477) and $9,796,200 from discontinued operations (2020: nil).
SIGNIFICANT ACCOUNTING POLICIES
Share‑based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments
at grant date. The fair value excludes the effect of non-market based vesting conditions.
The fair value of instruments with market-based performance conditions (e.g. TSR) is calculated at the date
of grant using a Monte Carlo simulation model. The probability of achieving market-based performance
conditions is incorporated into the determination of the fair value per instrument.
The fair value of instruments with non-market-based performance conditions (e.g. sales per trading SQM and
ROFE) and service conditions and retention rights is calculated using a Black-Scholes option pricing model.
The fair value determined at grant date is expensed on a straight-line basis over the vesting period based on the
number of equity instruments that will eventually vest. At each reporting period the Group revises its estimate
of the number of equity instruments expected to vest as a result of non-market based vesting conditions.
Any change in original estimates is recognised in profit or loss with a corresponding adjustment to reserves.
Share schemes
6.2.3
The total shares purchased during the year were 4,385,989 (2020: 3,213,542) at an average price per share of $42.90
(2020: $36.21) to satisfy the vesting of share rights and allocation of shares under the Group’s employee share plans.
No additional expense is recognised in relation to the shares purchased under the Employee Share Purchase Plan and the shares
issued under the Non-executive Director Equity Plan as they are acquired out of salary sacrificed remuneration.
Woolworths Incentive Share Plan
3,373,381 rights were issued under the Woolworths Incentive Share Plan in 2021. Approval for the issue of securities under the
Woolworths Incentive Share Plan to the Chief Executive Officer and Managing Director was obtained under ASX Listing Rule
10.14.
Employee Share Purchase Plan (SPP)
The SPP provides permanent full-time and part-time employees who are Australian tax residents and are aged 18 years or over
with the opportunity to purchase shares from pre-tax income via salary sacrifice. The Group pays the associated brokerage costs.
1
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2
R
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E
S
S
3
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P
O
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T
I
D
R
E
C
T
O
R
S
'
4
R
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P
O
R
T
F
I
N
A
N
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A
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I
5
O
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H
E
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I
N
F
O
R
M
A
T
O
N
I
146
Notes to the Consolidated Financial Statements
OTHER 6
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.2.3
Share schemes (continued)
Non‑executive Director Equity Plan
The Non-executive Director Equity Plan allows Non-executive Directors to acquire share rights through a pre-tax fee sacrifice
plan.
6.2.4
Retirement plans
Defined benefit plans
The Company sponsors a defined benefit plan, the Woolworths Group Superannuation Plan (WGSP or the Plan), that provides
superannuation benefits for employees upon retirement. The defined benefit plan is closed to new members. The assets of the
WGSP are held in a sub-plan within AMP SignatureSuper that is legally separated from the Group. The WGSP invests entirely
in pooled unit trust products where prices are quoted on a daily basis.
The WGSP consists of members with defined benefit entitlements and defined contribution benefits. The plan also pays
allocated pensions to a small number of pensioners. The following disclosures relate only to the Group’s obligation in respect
of defined benefit entitlements.
The Group contributes to the WGSP at rates as set out in the Trust Deed and Rules and the Participation Deed between the
Group and AMP Superannuation Limited. Members contribute to the WGSP at rates dependent upon their membership
category. The plan provides lump sum defined benefits that are defined by salary and period of membership.
An actuarial valuation was carried out at both reporting dates by Willis Towers Watson. The principal actuarial assumptions
used for the purpose of the valuation are as follows:
Discount rate
Expected rate of salary increase
Rate of price inflation
2021
%
2.4
2.5
2.0
2020
%
2.3
2.5
2.0
The average duration of the defined benefit obligation at the end of the reporting period is 6.1 years (2020: 6.4 years) which
relates wholly to active participants.
Categories of plan assets
(i)
The plan invests entirely in pooled superannuation trust products where prices are quoted daily. The asset allocation of the plan
has been set taking into account the membership profile, the liquidity requirements of the plan, and risk appetite of the Group.
The percentage invested in each asset class is as follows:
Equity instruments
Debt instruments
Real estate
Cash and cash equivalents
Other
Total
2021
%
54
18
8
3
17
100
2020
%
56
20
6
3
15
100
Significant actuarial assumptions for the determination of the defined benefit obligation are the discount rate and expected rate
of salary increase. At the reporting date, the Group’s exposure to reasonably possible changes of the respective assumptions,
while holding all other assumptions constant, is not considered material.
Defined contribution plans
The majority of employees in Australia and New Zealand are part of a defined contribution superannuation scheme and receive
fixed contributions from the Group in accordance with the rules of the WGSP and/or any statutory obligations. The amount
recognised as an expense for defined contribution plans is disclosed as superannuation expense in Note 6.2.1.
147
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2
1
W
O
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W
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S
G
R
O
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1
H
I
G
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L
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F
O
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M
A
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C
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2
R
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V
I
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W
B
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I
N
E
S
S
3
R
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P
O
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T
D
I
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E
C
T
O
R
S
'
4
R
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P
O
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F
I
N
A
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I
A
L
5
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H
E
R
I
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F
O
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M
A
T
I
O
N
6.2.4
Retirement plans (continued)
Defined benefit plans (continued)
(ii)
Movements in the present value of the defined benefit obligation and fair value of plan assets
The amount included in other non-current liabilities in the Consolidated Statement of Financial Position in respect of the net
defined benefit liability is as follows:
FAIR VALUE OF PLAN ASSETS
OBLIGATION
NET DEFINED BENEFIT OBLIGATION
PRESENT VALUE OF DEFINED BENEFIT
Balance at start of period
Recognised in Consolidated Statement
of Profit or Loss:
Current service cost
Finance income/(costs)
Contributions by plan participants
Total amount included in branch
expenses
Recognised in the Consolidated
Statement of Other Comprehensive
Income:
Return/(loss) on plan assets
Actuarial (loss)/gain
Total amount recognised in other
comprehensive income, before tax
Other movements:
Benefits paid
Contributions by employer
Administration costs
Transfer to liabilities held for distribution
Balance at end of period
(iii)
Sensitivity analysis
2021
$M
281
–
9
3
12
40
–
40
(41)
12
(3)
(12)
289
2020
$M
350
–
10
2
12
(12)
–
(12)
(84)
19
(4)
–
281
2021
$M
(319)
(6)
(10)
(3)
(19)
–
(56)
(56)
41
–
3
15
(335)
2020
$M
(405)
(7)
(11)
(2)
(20)
–
18
18
84
–
4
–
(319)
2021
$M
(38)
(6)
(1)
–
(7)
40
(56)
(16)
–
12
–
3
(46)
2020
$M
(55)
(7)
(1)
–
(8)
(12)
18
6
–
19
–
–
(38)
SIGNIFICANT ACCOUNTING POLICIES
Defined benefit plans
The net defined benefit asset or liability recognised in the Consolidated Statement of Financial Position
represents the surplus or deficit in the Group’s defined benefit plans which is calculated by estimating the
amount of future benefit that employees have earned in the current and prior periods, discounting that amount,
and deducting the fair value of the plan assets.
146
Notes to the Consolidated Financial Statements
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.2
EMPLOYEE BENEFITS (CONTINUED)
OTHER 6
147
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2
0
2
1
W
O
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W
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H
S
G
R
O
U
P
The Non-executive Director Equity Plan allows Non-executive Directors to acquire share rights through a pre-tax fee sacrifice
6.2.3
Share schemes (continued)
Non‑executive Director Equity Plan
plan.
6.2.4
Retirement plans
Defined benefit plans
The Company sponsors a defined benefit plan, the Woolworths Group Superannuation Plan (WGSP or the Plan), that provides
superannuation benefits for employees upon retirement. The defined benefit plan is closed to new members. The assets of the
WGSP are held in a sub-plan within AMP SignatureSuper that is legally separated from the Group. The WGSP invests entirely
in pooled unit trust products where prices are quoted on a daily basis.
The WGSP consists of members with defined benefit entitlements and defined contribution benefits. The plan also pays
allocated pensions to a small number of pensioners. The following disclosures relate only to the Group’s obligation in respect
of defined benefit entitlements.
The Group contributes to the WGSP at rates as set out in the Trust Deed and Rules and the Participation Deed between the
Group and AMP Superannuation Limited. Members contribute to the WGSP at rates dependent upon their membership
category. The plan provides lump sum defined benefits that are defined by salary and period of membership.
An actuarial valuation was carried out at both reporting dates by Willis Towers Watson. The principal actuarial assumptions
used for the purpose of the valuation are as follows:
The average duration of the defined benefit obligation at the end of the reporting period is 6.1 years (2020: 6.4 years) which
The plan invests entirely in pooled superannuation trust products where prices are quoted daily. The asset allocation of the plan
has been set taking into account the membership profile, the liquidity requirements of the plan, and risk appetite of the Group.
The percentage invested in each asset class is as follows:
Discount rate
Expected rate of salary increase
Rate of price inflation
relates wholly to active participants.
(i)
Categories of plan assets
Equity instruments
Debt instruments
Real estate
Cash and cash equivalents
Other
Total
2021
%
2.4
2.5
2.0
2021
%
54
18
8
3
17
100
2020
%
2.3
2.5
2.0
2020
%
56
20
6
3
15
100
6.2.4
Retirement plans (continued)
Defined benefit plans (continued)
(ii)
The amount included in other non-current liabilities in the Consolidated Statement of Financial Position in respect of the net
defined benefit liability is as follows:
Movements in the present value of the defined benefit obligation and fair value of plan assets
FAIR VALUE OF PLAN ASSETS
PRESENT VALUE OF DEFINED BENEFIT
OBLIGATION
NET DEFINED BENEFIT OBLIGATION
Balance at start of period
Recognised in Consolidated Statement
of Profit or Loss:
Current service cost
Finance income/(costs)
Contributions by plan participants
Total amount included in branch
expenses
Recognised in the Consolidated
Statement of Other Comprehensive
Income:
Return/(loss) on plan assets
Actuarial (loss)/gain
Total amount recognised in other
comprehensive income, before tax
Other movements:
Benefits paid
Contributions by employer
Administration costs
Transfer to liabilities held for distribution
Balance at end of period
2021
$M
281
–
9
3
12
40
–
40
(41)
12
(3)
(12)
289
2020
$M
350
–
10
2
12
(12)
–
(12)
(84)
19
(4)
–
281
2021
$M
(319)
(6)
(10)
(3)
(19)
–
(56)
(56)
41
–
3
15
(335)
2020
$M
(405)
(7)
(11)
(2)
(20)
–
18
18
84
–
4
–
(319)
2021
$M
(38)
(6)
(1)
–
(7)
40
(56)
(16)
–
12
–
3
(46)
2020
$M
(55)
(7)
(1)
–
(8)
(12)
18
6
–
19
–
–
(38)
Sensitivity analysis
(iii)
Significant actuarial assumptions for the determination of the defined benefit obligation are the discount rate and expected rate
of salary increase. At the reporting date, the Group’s exposure to reasonably possible changes of the respective assumptions,
while holding all other assumptions constant, is not considered material.
Defined contribution plans
The majority of employees in Australia and New Zealand are part of a defined contribution superannuation scheme and receive
fixed contributions from the Group in accordance with the rules of the WGSP and/or any statutory obligations. The amount
recognised as an expense for defined contribution plans is disclosed as superannuation expense in Note 6.2.1.
SIGNIFICANT ACCOUNTING POLICIES
Defined benefit plans
The net defined benefit asset or liability recognised in the Consolidated Statement of Financial Position
represents the surplus or deficit in the Group’s defined benefit plans which is calculated by estimating the
amount of future benefit that employees have earned in the current and prior periods, discounting that amount,
and deducting the fair value of the plan assets.
1
I
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F
O
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M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
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E
P
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I
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C
T
O
R
S
'
4
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E
P
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F
I
N
A
N
C
A
L
I
5
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R
I
N
F
O
R
M
A
T
O
N
I
148
Notes to the Consolidated Financial Statements
OTHER 6
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.4
SUBSEQUENT EVENTS
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Defined benefit plans (continued)
The calculation of the defined benefit obligation is performed at the end of each annual reporting period
by a qualified actuary using the projected unit credit method.
Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains and losses, and
the return on plan assets (excluding interest), are recognised in the period in which they occur, directly in other
comprehensive income and will not be reclassified to profit or loss.
The Group determines the net interest income or expense on the net defined benefit asset or liability for the period by
applying the discount rate at the start of the period to the net defined benefit asset or liability, taking into account any
changes during the period as a result of contributions and benefit payments. Net interest income or expense, service
cost and other expenses related to defined benefit plans are recognised in the Consolidated Statement of Profit or Loss.
Defined contribution plans
Payments to defined contribution plans are recognised as an expense when employees have rendered service
entitling them to the contributions.
6.3
AUDITORS’ REMUNERATION
This section presents the total remuneration of the Group’s external auditors for audit, assurance,
and other services.
The auditors’ remuneration for the Group is as follows:
Deloitte and related network firms
Audit or review of the financial report
Group
Subsidiaries
Total audit or review of the financial reports
Statutory assurance services required by legislation to be provided by the auditor
Other assurance and agreed-upon procedures under other legislation or contractual agreements 1
Other services:
Tax compliance services
Consulting services
Other non-assurance services
Total other services
2021
$’000
2020
$’000
1,729
2,713
4,442
40
613
159
371
6
536
5,631
2,115
2,562
4,677
55
1,269
158
1,741
134
2,033
8,034
1
In 2021, other assurance and agreed upon procedures includes $255,000 in relation to assurance services with respect to the Endeavour Group demerger,
and $133,000 in relation to review of the Sustainability Report (2020: other assurance and agreed upon procedures includes $875,000 in relation to
assurance services with respect to the Endeavour Group Transformation, and $130,000 in relation to review of the Sustainability Report).
149
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
O
L
W
O
R
T
H
S
G
R
O
U
P
1
H
I
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
R
E
V
I
E
W
B
U
S
I
N
E
S
S
3
R
E
P
O
R
T
D
I
R
E
C
T
O
R
S
'
4
R
E
P
O
R
T
F
I
N
A
N
C
I
A
L
5
O
T
H
E
R
I
N
F
O
R
M
A
T
I
O
N
This section outlines events which have occurred between the reporting date and the date the Financial
Report is authorised for issue.
Other than as noted below in relation to the demerger of Endeavour Group, the acquisition of PFD, and the off-market buy-back,
there has not arisen in the interval between 27 June 2021 and the date of this report any other event that would have a material
impact on the Consolidated Financial Statements as at and for the period ended 27 June 2021.
Demerger of Endeavour Group
On 28 June 2021, the Group lost control of Endeavour Group and recognised the retained 14.6% equity interest at fair value.
The fair value was calculated using the VWAP of Endeavour Group Limited shares traded on the ASX in their first five trading
days ($6.21). In addition, the Group derecognised the net assets held for distribution to shareholders (including a loan payable
to the Group, which eliminated on consolidation) and the non-controlling interest share of Endeavour Group’s net assets.
A gain of $6,387 million was recognised within discontinued operations for the 2022 financial period, which represented the
difference between the net assets of Endeavour Group derecognised on transfer to shareholders (including a loan payable
to the Group, which eliminated on consolidation) and the combination of (i) the non-controlling interest share of Endeavour
Group’s net assets, (ii) the fair value of the investment in Endeavour Group retained by the Group, and (iii) the demerger
Effective from the separation date of 28 June 2021, Endeavour Group repaid $1,712 million of intercompany loans payable to the
Group. These were funded by the $600 million bilateral bank facility and $1,900 million syndicated bank facility put in place for
distribution liability.
Settlement of loan payable to the Group
Endeavour Group in June 2021.
Acquisition of PFD Food Services
Following ACCC approval on 10 June 2021, the Group completed the acquisition of a 65% equity interest in PFD Food Services
Pty Ltd (PFD), resulting in the Group gaining control of PFD on 28 June 2021. In addition, PFD minority shareholders have a put
option and the Group has an equivalent call option over the remaining 35% of the shares in PFD which is exercisable after three
years from the acquisition date.
PFD is Australia’s largest privately owned foodservice network and delivers a range of dry goods, frozen and chilled products,
fresh seafood and meat, confectionery, paper products, and cleaning solutions. PFD has a broad and diverse range of
customers, including pubs and clubs, cafés, airlines, hotels, restaurants, aged care and retirement villages, resorts and theme
parks, convenience outlets, venue and field caterers, fast food outlets, schools and kindergartens, and sporting, child care and
correctional facilities.
The investment supports the Group’s Food and Everyday Needs Ecosystem strategy and is expected to unlock synergies for
both businesses across the combined network and fleet. The Group will help to support PFD’s growth through access to the
Group’s logistics, digital and data analytics, and operational capabilities. For the Group, it will enhance store range localisation
and provide fleet synergies through better route and capacity optimisation across the combined network.
Consideration
The fair value of the consideration (including contingent consideration) is estimated to be $431 million, of which $324 million
has been paid in cash but is subject to final working capital and net debt adjustments. The remaining balance of $107 million
is the Group’s estimate of the contingent consideration payable which will be based on the normalised audited financial
performance of the business for the 2021 financial period or as part of an earn out in the 2023 and 2024 financial periods.
148
Notes to the Consolidated Financial Statements
6.2
EMPLOYEE BENEFITS (CONTINUED)
6.4
SUBSEQUENT EVENTS
OTHER 6
149
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T
2
0
2
1
W
O
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L
W
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T
H
S
G
R
O
U
P
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Defined benefit plans (continued)
The calculation of the defined benefit obligation is performed at the end of each annual reporting period
by a qualified actuary using the projected unit credit method.
Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains and losses, and
the return on plan assets (excluding interest), are recognised in the period in which they occur, directly in other
comprehensive income and will not be reclassified to profit or loss.
The Group determines the net interest income or expense on the net defined benefit asset or liability for the period by
applying the discount rate at the start of the period to the net defined benefit asset or liability, taking into account any
changes during the period as a result of contributions and benefit payments. Net interest income or expense, service
cost and other expenses related to defined benefit plans are recognised in the Consolidated Statement of Profit or Loss.
Defined contribution plans
entitling them to the contributions.
Payments to defined contribution plans are recognised as an expense when employees have rendered service
6.3
AUDITORS’ REMUNERATION
This section presents the total remuneration of the Group’s external auditors for audit, assurance,
and other services.
The auditors’ remuneration for the Group is as follows:
Deloitte and related network firms
Audit or review of the financial report
Group
Subsidiaries
Total audit or review of the financial reports
Other services:
Tax compliance services
Consulting services
Other non-assurance services
Total other services
Statutory assurance services required by legislation to be provided by the auditor
Other assurance and agreed-upon procedures under other legislation or contractual agreements 1
2021
$’000
2020
$’000
1,729
2,713
4,442
40
613
159
371
6
536
5,631
2,115
2,562
4,677
55
1,269
158
1,741
134
2,033
8,034
1
In 2021, other assurance and agreed upon procedures includes $255,000 in relation to assurance services with respect to the Endeavour Group demerger,
and $133,000 in relation to review of the Sustainability Report (2020: other assurance and agreed upon procedures includes $875,000 in relation to
assurance services with respect to the Endeavour Group Transformation, and $130,000 in relation to review of the Sustainability Report).
This section outlines events which have occurred between the reporting date and the date the Financial
Report is authorised for issue.
Other than as noted below in relation to the demerger of Endeavour Group, the acquisition of PFD, and the off-market buy-back,
there has not arisen in the interval between 27 June 2021 and the date of this report any other event that would have a material
impact on the Consolidated Financial Statements as at and for the period ended 27 June 2021.
Demerger of Endeavour Group
On 28 June 2021, the Group lost control of Endeavour Group and recognised the retained 14.6% equity interest at fair value.
The fair value was calculated using the VWAP of Endeavour Group Limited shares traded on the ASX in their first five trading
days ($6.21). In addition, the Group derecognised the net assets held for distribution to shareholders (including a loan payable
to the Group, which eliminated on consolidation) and the non-controlling interest share of Endeavour Group’s net assets.
A gain of $6,387 million was recognised within discontinued operations for the 2022 financial period, which represented the
difference between the net assets of Endeavour Group derecognised on transfer to shareholders (including a loan payable
to the Group, which eliminated on consolidation) and the combination of (i) the non-controlling interest share of Endeavour
Group’s net assets, (ii) the fair value of the investment in Endeavour Group retained by the Group, and (iii) the demerger
distribution liability.
Settlement of loan payable to the Group
Effective from the separation date of 28 June 2021, Endeavour Group repaid $1,712 million of intercompany loans payable to the
Group. These were funded by the $600 million bilateral bank facility and $1,900 million syndicated bank facility put in place for
Endeavour Group in June 2021.
Acquisition of PFD Food Services
Following ACCC approval on 10 June 2021, the Group completed the acquisition of a 65% equity interest in PFD Food Services
Pty Ltd (PFD), resulting in the Group gaining control of PFD on 28 June 2021. In addition, PFD minority shareholders have a put
option and the Group has an equivalent call option over the remaining 35% of the shares in PFD which is exercisable after three
years from the acquisition date.
PFD is Australia’s largest privately owned foodservice network and delivers a range of dry goods, frozen and chilled products,
fresh seafood and meat, confectionery, paper products, and cleaning solutions. PFD has a broad and diverse range of
customers, including pubs and clubs, cafés, airlines, hotels, restaurants, aged care and retirement villages, resorts and theme
parks, convenience outlets, venue and field caterers, fast food outlets, schools and kindergartens, and sporting, child care and
correctional facilities.
The investment supports the Group’s Food and Everyday Needs Ecosystem strategy and is expected to unlock synergies for
both businesses across the combined network and fleet. The Group will help to support PFD’s growth through access to the
Group’s logistics, digital and data analytics, and operational capabilities. For the Group, it will enhance store range localisation
and provide fleet synergies through better route and capacity optimisation across the combined network.
Consideration
The fair value of the consideration (including contingent consideration) is estimated to be $431 million, of which $324 million
has been paid in cash but is subject to final working capital and net debt adjustments. The remaining balance of $107 million
is the Group’s estimate of the contingent consideration payable which will be based on the normalised audited financial
performance of the business for the 2021 financial period or as part of an earn out in the 2023 and 2024 financial periods.
1
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H
L
I
G
H
T
S
P
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F
O
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M
A
N
C
E
2
R
E
V
I
E
W
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S
I
N
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S
S
3
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'
4
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5
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F
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A
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I
150
Notes to the Consolidated Financial Statements
OTHER 6
6.4
SUBSEQUENT EVENTS (CONTINUED)
6.4
SUBSEQUENT EVENTS (CONTINUED)
Acquisition of PFD Food Services (continued)
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of identifiable assets acquired and liabilities assumed at the date
of acquisition:
Assets
Cash and cash equivalents
Trade and other receivables 1
Inventories
Lease assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total assets
Liabilities
Trade and other payables
Lease liabilities
Provisions
Other liabilities
Deferred tax liabilities
Total liabilities
Total identifiable net assets acquired
$M
45
152
127
369
47
215
14
969
266
369
47
89
63
834
135
1
Includes trade receivables which comprise gross contractual amounts due of $133 million, of which $4 million has a loss allowance recognised against it at the
date of acquisition.
Fair values measured on a provisional basis
(i)
The fair value of PFD’s intangible assets (including customer contracts and brand names) have been measured provisionally,
pending completion of an independent valuation.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date
of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition,
then the accounting for the acquisition will be revised.
Goodwill
Goodwill arising from the acquisition has been provisionally recognised as follows:
Consideration
Non-controlling interest 1
Fair value of identifiable net assets acquired
Goodwill
$M
431
47
(135)
343
1 Based on the non-controlling interest’s proportion of the fair value of identifiable net assets of PFD.
The goodwill is attributable mainly to the skills and technical talent of PFD’s workforce, the benefits from the inclusion of PFD
in the Food and Everyday Needs Ecosystem, and intangible assets that do not qualify for separate recognition. None of the
goodwill recognised is expected to be deductible for tax purposes.
Acquisition of PFD Food Services (continued)
Put option
The Group has a put option liability over the remaining 35% of the shares in PFD which is exercisable after three years from the
acquisition date. The put option liability will be initially recognised at the present value of the amount expected to be paid at
the time of exercise within other financial liabilities with a corresponding charge directly to equity. At the acquisition date, the
estimated value of the put option liability is in the range of $400 million to $450 million.
In each reporting period, the discount on the put option liability will be recognised through finance costs in the Consolidated
Statement of Profit or Loss over the period until the put option is exercised.
At each reporting period, the amount expected to be paid under the put option will be re-assessed and any changes to the
estimate will be recognised in the Consolidated Statement of Profit or Loss.
Off‑market buy‑back
On 26 August 2021, the Group announced a capital return of $2 billion to shareholders by way of an off-market buy-back
of Woolworths Group Limited ordinary shares.
The buy-back will be conducted through a tender process. Eligible shareholders who choose to participate can offer to sell some
or all of their shares to the Group:
• at a discount between 10% to 14% (inclusive) at 1% intervals to the market price; or
• at the buy-back price, which is an election to sell shares at the price determined by the Group following completion of the
tender process.
The buy-back price will be determined as the lowest price at which the Group can buy back the targeted amount of capital.
The buy-back is expected to return approximately $840 million of franking credits to shareholders.
151
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U
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E
P
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T
2
0
2
1
W
O
O
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W
O
R
T
H
S
G
R
O
U
P
1
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I
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H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
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E
V
I
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W
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S
I
N
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S
S
3
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O
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T
D
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T
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S
'
4
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F
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5
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I
N
F
O
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A
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I
O
N
6.4
SUBSEQUENT EVENTS (CONTINUED)
6.4
SUBSEQUENT EVENTS (CONTINUED)
OTHER 6
151
A
N
N
U
A
L
R
E
P
O
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T
2
0
2
1
W
O
O
L
W
O
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T
H
S
G
R
O
U
P
Acquisition of PFD Food Services (continued)
Put option
The Group has a put option liability over the remaining 35% of the shares in PFD which is exercisable after three years from the
acquisition date. The put option liability will be initially recognised at the present value of the amount expected to be paid at
the time of exercise within other financial liabilities with a corresponding charge directly to equity. At the acquisition date, the
estimated value of the put option liability is in the range of $400 million to $450 million.
In each reporting period, the discount on the put option liability will be recognised through finance costs in the Consolidated
Statement of Profit or Loss over the period until the put option is exercised.
At each reporting period, the amount expected to be paid under the put option will be re-assessed and any changes to the
estimate will be recognised in the Consolidated Statement of Profit or Loss.
Off‑market buy‑back
On 26 August 2021, the Group announced a capital return of $2 billion to shareholders by way of an off-market buy-back
of Woolworths Group Limited ordinary shares.
The buy-back will be conducted through a tender process. Eligible shareholders who choose to participate can offer to sell some
or all of their shares to the Group:
• at a discount between 10% to 14% (inclusive) at 1% intervals to the market price; or
• at the buy-back price, which is an election to sell shares at the price determined by the Group following completion of the
tender process.
The buy-back price will be determined as the lowest price at which the Group can buy back the targeted amount of capital.
The buy-back is expected to return approximately $840 million of franking credits to shareholders.
1
I
H
G
H
L
I
G
H
T
S
P
E
R
F
O
R
M
A
N
C
E
2
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V
I
E
W
B
U
S
I
N
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S
S
3
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'
4
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A
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A
L
I
150
Notes to the Consolidated Financial Statements
Acquisition of PFD Food Services (continued)
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of identifiable assets acquired and liabilities assumed at the date
of acquisition:
Assets
Cash and cash equivalents
Trade and other receivables 1
Inventories
Lease assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total assets
Liabilities
Trade and other payables
Lease liabilities
Provisions
Other liabilities
Deferred tax liabilities
Total liabilities
Total identifiable net assets acquired
date of acquisition.
1
Includes trade receivables which comprise gross contractual amounts due of $133 million, of which $4 million has a loss allowance recognised against it at the
(i)
Fair values measured on a provisional basis
pending completion of an independent valuation.
The fair value of PFD’s intangible assets (including customer contracts and brand names) have been measured provisionally,
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date
of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition,
then the accounting for the acquisition will be revised.
Goodwill
Goodwill arising from the acquisition has been provisionally recognised as follows:
Consideration
Non-controlling interest 1
Fair value of identifiable net assets acquired
Goodwill
1 Based on the non-controlling interest’s proportion of the fair value of identifiable net assets of PFD.
The goodwill is attributable mainly to the skills and technical talent of PFD’s workforce, the benefits from the inclusion of PFD
in the Food and Everyday Needs Ecosystem, and intangible assets that do not qualify for separate recognition. None of the
goodwill recognised is expected to be deductible for tax purposes.
$M
45
152
127
369
47
215
14
969
266
369
47
89
63
834
135
$M
431
47
(135)
343
5
I
N
F
O
R
M
A
T
O
N
I
O
T
H
E
R
152
Directors' Declaration
Independent Auditor's Report
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;
(b) in the directors’ opinion, the attached Consolidated Financial Statements are in compliance with International Financial
Reporting Standards, as stated in Note 1.1 to the Consolidated Financial Statements;
(c) in the directors’ opinion, the attached Consolidated 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 Group; and
(d) the directors have been given the declarations required by s.295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785. The nature of the deed of cross guarantee is such that each company which is party to the
deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.
In the directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Instrument
applies, as detailed in Note 5.4 to the Consolidated Financial Statements will, as a group, be able to meet any obligations
or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the directors.
Gordon Cairns
Chairman
26 August 2021
Brad Banducci
Chief Executive Officer
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1219 Australia
DX: 10307SSE
Tel: +61 (0) 2 9322 7000
Fax: +61 (0) 2 9322 7001
www.deloitte.com.au
153
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0
2
1
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O
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W
O
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T
H
S
G
R
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P
1
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Independent Auditor’s Report to the Members of Woolworths Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Woolworths Group Limited (the Company), and its subsidiaries (the Group) which
comprises the Consolidated Statement of Financial Position as at 27 June 2021, the Consolidated Statement of Profit or
Loss, the Consolidated Statement of Other Comprehensive Income, the Consolidated Statement of Changes in Equity and
Consolidated Statement of Cash Flows for the 52-week period then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the Directors’ Declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 27 June 2021 and of its financial performance for the
52-week period then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent
of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors
of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
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Directors' Declaration
Independent Auditor's Report
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The directors declare that:
they become due and payable;
(a) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when
(b) in the directors’ opinion, the attached Consolidated Financial Statements are in compliance with International Financial
Reporting Standards, as stated in Note 1.1 to the Consolidated Financial Statements;
(c) in the directors’ opinion, the attached Consolidated 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 Group; and
(d) the directors have been given the declarations required by s.295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785. The nature of the deed of cross guarantee is such that each company which is party to the
deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.
In the directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Instrument
applies, as detailed in Note 5.4 to the Consolidated Financial Statements will, as a group, be able to meet any obligations
or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the directors.
Gordon Cairns
Chairman
26 August 2021
Brad Banducci
Chief Executive Officer
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1219 Australia
DX: 10307SSE
Tel: +61 (0) 2 9322 7000
Fax: +61 (0) 2 9322 7001
www.deloitte.com.au
Independent Auditor’s Report to the Members of Woolworths Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Woolworths Group Limited (the Company), and its subsidiaries (the Group) which
comprises the Consolidated Statement of Financial Position as at 27 June 2021, the Consolidated Statement of Profit or
Loss, the Consolidated Statement of Other Comprehensive Income, the Consolidated Statement of Changes in Equity and
Consolidated Statement of Cash Flows for the 52-week period then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the Directors’ Declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 27 June 2021 and of its financial performance for the
52-week period then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent
of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors
of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
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Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
In conjunction with our valuation and accounting technical
specialists, our procedures included but were not limited to:
• Obtaining an understanding of the key controls in respect of
the accounting for and disclosure of the transaction
• Reviewing the terms and conditions in the share sale
agreement (SSA) and shareholders’ deed
• Evaluating management’s accounting position paper,
including the Group’s conclusion that the acquisition
represents a business combination in accordance with
AASB 3
• Challenging management’s determination of the fair value
of assets acquired and liabilities assumed, in particular the
identification and valuation of intangible assets acquired
and the resulting deferred tax implications
• Assessing the competency, qualifications, objectivity and
methodologies of management’s valuation experts
• Assessing the fair value of the previously held equity interest
• Recalculating the minority interest recognised
• Assessing the Group’s accounting treatment for the put
option in accordance with Australian Accounting Standards.
This included assessing management’s calculation of the put
option against the calculation methodology, time horizons
and inputs stipulated in the SSA
• Challenging the key assumptions used as inputs to the put
option valuation, with a specific focus on forecast revenue
and EBITDA, with reference to Quantium’s past performance
and other data sources
• Evaluating with the assistance of our treasury specialist
the appropriateness of the discount rate applied to the put
option liability
• Assessing the appropriateness of the disclosures included
in the financial report.
Quantium acquisition and accounting impacts
As disclosed in Note 5.1, on 31 May 2021, the Group
acquired an additional equity interest in The Quantium
Group Holdings Pty Limited (“Quantium”) for
$223 million. This increased the Group’s shareholding
from 47% to 75%, resulting in the Group gaining control
of Quantium. This transaction has been accounted for
as a business combination in accordance with AASB 3
Business Combinations (AASB 3), requiring the Group to
recognise the fair value of Quantium’s assets acquired
and liabilities assumed, along with goodwill amounting
to $388 million, in the Consolidated Statement of
Financial Position from the effective date. The Group’s
accounting for the acquisition in the year-end financial
report remains provisional.
In accordance with AASB 3, the Group’s previously held
equity interest of 47% has been treated as if it were
disposed of and reacquired at fair value, resulting in a
gain of $228 million.
The acquisition accounting for Quantium is complex
and involves a high level of judgement in assessing the
fair value of the assets acquired and liabilities assumed
and the fair value of the Group’s previously held equity
interest.
As part of the transaction, the Group has written a
put option over the 25% non-controlling interest in
Quantium. This put option has been valued at $390
million in accordance with AASB 9 Financial Instruments
(AASB 9) and AASB 132 Financial Instruments:
Presentation (AASB 132), representing the present value
of the amount expected to be paid at the expected
exercise date of June 2024. The Group has classified
$145 million of the put option as a current liability to
reflect the maximum unavoidable payment that would
be payable if the minority holders exercise their put
option within 12 months.
As disclosed in Note 3.2, the put option valuation
involves critical accounting estimates and judgements,
specifically relating to future cash flows.
Due to the complexity and judgements involved in the
acquisition accounting, we determined this to be a key
audit matter.
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Accounting for the demerger of Endeavour Group
In conjunction with our accounting technical and tax specialists,
our procedures included but were not limited to:
approval for the demerger of Endeavour Group Limited
• Obtaining and reviewing key demerger documents in relation
On 18 June 2021, the Group obtained shareholder
(Endeavour). Endeavour was demerged from the
Group on 28 June 2021, with the Group retaining a
14.6% interest. The Group will recognise a gain of
$6,387 million within discontinued operations on
demerger in the 2022 financial year. This has been
disclosed as a subsequent event in Note 6.4.
In accordance with AASB 5 Non-current Assets Held
for Sale and Discontinued Operations (AASB 5) and as
disclosed in Note 1.1 the Group’s F21 financial report
reflects:
•
two of the Group’s separate major business lines,
Endeavour Drinks and Hotels, being classified
as discontinued operations in the F21 and F20
Consolidated Statement of Profit and Loss and
Consolidated Statement of Other Comprehensive
Income (and accompanying Notes to the
Consolidated Financial Statements). Refer to Note
5.2 for further details.
•
the carrying value of Endeavour’s assets and
liabilities as held for distribution in the F21
Consolidated Statement of Financial Position. Refer
to Note 5.3 for further details.
In addition, as disclosed in Note 4.2, a demerger
to the accounting for the demerger with specific attention to:
the determination of the demerger date (28 June 2021)
the amount and recognition date of the demerger
–
–
dividend
–
the classification of Endeavour as held for distribution
and its presentation as a discontinued operation in the
F21 financial report
–
calculation of the gain on demerger and the Group’s
assessment that, post demerger, significant influence
in Endeavour is retained
–
the taxation impacts of the demerger
• Evaluating the Group’s determination of the assets and
liabilities classified as held for distribution
• Assessing the completeness and accuracy of the
classification of the Endeavour F21 and F20 results as
discontinued operations in the Consolidated Statement
of Profit and Loss and Consolidated Statement of Other
Comprehensive Income.
• Performing a recalculation of the demerger distribution
liability with reference to the VWAP of Endeavour shares
traded on the ASX in its first five trading days and the
determination of the amount recorded in share capital with
distribution liability has been recognised. This reflects
reference to the ATO ruling
the fair value of the net assets of Endeavour to be
distributed. The demerger distribution of $7,870 million
has been allocated between a reduction in share
capital of $904 million and a demerger dividend of
$6,966 million.
• Evaluating the key inputs used in the calculation of the gain
on demerger, being the distribution value, the fair value of
the retained investment at demerger date and the carrying
value of Endeavour’s net assets at demerger date
• Reviewing the appropriateness of disclosures in the
We determined this to be a key audit matter due to the
financial report.
financial impact of the transaction on the Group.
IT systems
Our procedures included but were not limited to:
The IT systems across the Group are complex and
there are varying levels of integration. These systems
are vital to the ongoing operations of the business and
to the integrity of the financial reporting process and
as a result, the assessment of IT systems forms a key
component of our external audit.
• Discussing with management the IT environment and
consideration of the key financial processes to identify IT
systems to include in the scope of our testing
• Testing the design and implementation of the key IT controls
of relevant financial reporting systems of the Group
•
Responding to deficiencies identified by designing and
performing additional procedures which included the
identification and testing of compensating controls and
varying the nature, timing and extent of the substantive
procedures performed.
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Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
Quantium acquisition and accounting impacts
As disclosed in Note 5.1, on 31 May 2021, the Group
In conjunction with our valuation and accounting technical
specialists, our procedures included but were not limited to:
acquired an additional equity interest in The Quantium
• Obtaining an understanding of the key controls in respect of
Group Holdings Pty Limited (“Quantium”) for
the accounting for and disclosure of the transaction
$223 million. This increased the Group’s shareholding
from 47% to 75%, resulting in the Group gaining control
of Quantium. This transaction has been accounted for
as a business combination in accordance with AASB 3
Business Combinations (AASB 3), requiring the Group to
recognise the fair value of Quantium’s assets acquired
and liabilities assumed, along with goodwill amounting
to $388 million, in the Consolidated Statement of
Financial Position from the effective date. The Group’s
accounting for the acquisition in the year-end financial
report remains provisional.
In accordance with AASB 3, the Group’s previously held
equity interest of 47% has been treated as if it were
disposed of and reacquired at fair value, resulting in a
• Reviewing the terms and conditions in the share sale
agreement (SSA) and shareholders’ deed
• Evaluating management’s accounting position paper,
including the Group’s conclusion that the acquisition
represents a business combination in accordance with
AASB 3
• Challenging management’s determination of the fair value
of assets acquired and liabilities assumed, in particular the
identification and valuation of intangible assets acquired
and the resulting deferred tax implications
• Assessing the competency, qualifications, objectivity and
methodologies of management’s valuation experts
• Assessing the fair value of the previously held equity interest
gain of $228 million.
• Recalculating the minority interest recognised
The acquisition accounting for Quantium is complex
and involves a high level of judgement in assessing the
fair value of the assets acquired and liabilities assumed
and the fair value of the Group’s previously held equity
interest.
As part of the transaction, the Group has written a
put option over the 25% non-controlling interest in
Quantium. This put option has been valued at $390
million in accordance with AASB 9 Financial Instruments
(AASB 9) and AASB 132 Financial Instruments:
Presentation (AASB 132), representing the present value
of the amount expected to be paid at the expected
• Assessing the Group’s accounting treatment for the put
option in accordance with Australian Accounting Standards.
This included assessing management’s calculation of the put
option against the calculation methodology, time horizons
and inputs stipulated in the SSA
• Challenging the key assumptions used as inputs to the put
option valuation, with a specific focus on forecast revenue
and EBITDA, with reference to Quantium’s past performance
and other data sources
• Evaluating with the assistance of our treasury specialist
the appropriateness of the discount rate applied to the put
option liability
exercise date of June 2024. The Group has classified
• Assessing the appropriateness of the disclosures included
$145 million of the put option as a current liability to
in the financial report.
reflect the maximum unavoidable payment that would
be payable if the minority holders exercise their put
option within 12 months.
As disclosed in Note 3.2, the put option valuation
involves critical accounting estimates and judgements,
specifically relating to future cash flows.
Due to the complexity and judgements involved in the
acquisition accounting, we determined this to be a key
audit matter.
Accounting for the demerger of Endeavour Group
On 18 June 2021, the Group obtained shareholder
approval for the demerger of Endeavour Group Limited
(Endeavour). Endeavour was demerged from the
Group on 28 June 2021, with the Group retaining a
14.6% interest. The Group will recognise a gain of
$6,387 million within discontinued operations on
demerger in the 2022 financial year. This has been
disclosed as a subsequent event in Note 6.4.
In accordance with AASB 5 Non-current Assets Held
for Sale and Discontinued Operations (AASB 5) and as
disclosed in Note 1.1 the Group’s F21 financial report
reflects:
•
•
two of the Group’s separate major business lines,
Endeavour Drinks and Hotels, being classified
as discontinued operations in the F21 and F20
Consolidated Statement of Profit and Loss and
Consolidated Statement of Other Comprehensive
Income (and accompanying Notes to the
Consolidated Financial Statements). Refer to Note
5.2 for further details.
the carrying value of Endeavour’s assets and
liabilities as held for distribution in the F21
Consolidated Statement of Financial Position. Refer
to Note 5.3 for further details.
In addition, as disclosed in Note 4.2, a demerger
distribution liability has been recognised. This reflects
the fair value of the net assets of Endeavour to be
distributed. The demerger distribution of $7,870 million
has been allocated between a reduction in share
capital of $904 million and a demerger dividend of
$6,966 million.
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In conjunction with our accounting technical and tax specialists,
our procedures included but were not limited to:
• Obtaining and reviewing key demerger documents in relation
to the accounting for the demerger with specific attention to:
–
–
–
–
the determination of the demerger date (28 June 2021)
the amount and recognition date of the demerger
dividend
the classification of Endeavour as held for distribution
and its presentation as a discontinued operation in the
F21 financial report
calculation of the gain on demerger and the Group’s
assessment that, post demerger, significant influence
in Endeavour is retained
–
the taxation impacts of the demerger
• Evaluating the Group’s determination of the assets and
W
liabilities classified as held for distribution
• Assessing the completeness and accuracy of the
classification of the Endeavour F21 and F20 results as
discontinued operations in the Consolidated Statement
of Profit and Loss and Consolidated Statement of Other
Comprehensive Income.
• Performing a recalculation of the demerger distribution
liability with reference to the VWAP of Endeavour shares
traded on the ASX in its first five trading days and the
determination of the amount recorded in share capital with
reference to the ATO ruling
• Evaluating the key inputs used in the calculation of the gain
on demerger, being the distribution value, the fair value of
the retained investment at demerger date and the carrying
value of Endeavour’s net assets at demerger date
• Reviewing the appropriateness of disclosures in the
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We determined this to be a key audit matter due to the
financial impact of the transaction on the Group.
financial report.
IT systems
Our procedures included but were not limited to:
The IT systems across the Group are complex and
there are varying levels of integration. These systems
are vital to the ongoing operations of the business and
to the integrity of the financial reporting process and
as a result, the assessment of IT systems forms a key
component of our external audit.
• Discussing with management the IT environment and
consideration of the key financial processes to identify IT
systems to include in the scope of our testing
• Testing the design and implementation of the key IT controls
of relevant financial reporting systems of the Group
•
Responding to deficiencies identified by designing and
performing additional procedures which included the
identification and testing of compensating controls and
varying the nature, timing and extent of the substantive
procedures performed.
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Other Information
The directors are responsible for the other information. The other information comprises the information included in the
Group’s Annual Report for the 52-week period ended 27 June 2021 but does not include the financial report and our auditor’s
report thereon.
Our opinion on the financial report does not cover the other information and accordingly, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit
or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance
with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is
necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management and the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the
financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance
of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors, regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
Auditor’s Responsibilities for the Audit of the Financial Report (continued)
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
27 June 2021.
Responsibilities
We have audited the Remuneration Report included in pages 52 to 75 of the Directors’ Report for the 52-week period ended
In our opinion, the Remuneration Report of Woolworths Group Limited, for the 52-week period ended 27 June 2021, complies
with section 300A of the Corporations Act 2001.
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based
on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
A V Griffiths
Partner
Chartered Accountants
Sydney, 26 August 2021
T C Elliott
Partner
Chartered Accountants
Sydney, 26 August 2021
157
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156
Independent Auditor's Report
Independent Auditor's Report
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Auditor’s Responsibilities for the Audit of the Financial Report (continued)
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 52 to 75 of the Directors’ Report for the 52-week period ended
27 June 2021.
In our opinion, the Remuneration Report of Woolworths Group Limited, for the 52-week period ended 27 June 2021, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based
on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
A V Griffiths
Partner
Chartered Accountants
Sydney, 26 August 2021
T C Elliott
Partner
Chartered Accountants
Sydney, 26 August 2021
Other Information
report thereon.
conclusion thereon.
The directors are responsible for the other information. The other information comprises the information included in the
Group’s Annual Report for the 52-week period ended 27 June 2021 but does not include the financial report and our auditor’s
Our opinion on the financial report does not cover the other information and accordingly, we do not express any form of assurance
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit
or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance
with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is
necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management and the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the
financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance
of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors, regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
1
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158
Shareholder information (as at 30 July 2021)
Shareholder information (as at 30 July 2021)
The shareholder information set out below was applicable as at 30 July 2021.
DISTRIBUTION OF SHARES
Analysis of numbers of shareholders by size of holding:
RANGE OF SHARES
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
NUMBER OF
SHAREHOLDERS
PERCENTAGE OF
ISSUED CAPITAL
%
247,405
105,619
10,195
4,525
108
367,852
6.71
17.78
5.62
6.87
63.02
100.00
All shares above are fully paid ordinary shares. Each fully paid ordinary share carries one voting right.
There were 7,365 holders of less than a marketable parcel of shares based on the closing market price on 30 July 2021 of $38.76.
TOP 20 LARGEST SHAREHOLDERS
NAME
NUMBER OF SHARES
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
BNP Paribas Nominees Pty Ltd
National Nominees Limited
Pacific Custodians Pty Limited
Australian Foundation Investment Company Limited
Woolworths Custodian Pty Ltd
Netwealth Investments Limited
Argo Investments Limited
Australian Executor Trustees Limited
Custodial Services Limited
Milton Corporation Limited
AMP Life Limited
Navigator Australia Ltd
UBS Nominees Pty Ltd
BKI Investment Company Limited
Nulis Nominees (Australia) Limited
Djerriwarrh Investments Limited
The Senior Master of the Supreme Court
313,230,039
207,711,442
92,037,814
83,659,750
40,322,880
7,806,384
6,415,718
6,087,401
4,895,999
3,479,526
3,063,086
3,009,827
2,936,973
1,772,944
1,644,830
1,615,848
1,428,744
1,164,557
1,008,198
959,970
PERCENTAGE OF
TOTAL SHARES
ISSUED
%
24.71
16.39
7.26
6.60
3.18
0.62
0.51
0.48
0.39
0.27
0.24
0.24
0.23
0.14
0.13
0.13
0.11
0.09
0.08
0.08
SUBSTANTIAL SHAREHOLDERS
Woolworths Group Limited had received the following substantial shareholder notifications. As at 30 July 2021, no other
substantial shareholder notices have been received.
HOLDER
BlackRock Group
The Vanguard Group, Inc
SHARES HELD AT
DATE OF NOTICE
80,972,196
63,412,121
PERCENTAGE OF
SHARES HELD AT
DATE OF NOTICE
%
6.43
5.00
DATE OF NOTICE
29/05/2019
29/07/2021
UNQUOTED EQUITY SECURITIES
As at 30 July 2021, there were 11,346,031 rights over unissued ordinary shares.
DIVIDEND
The final dividend of 55 cents per share is expected to be paid on or around 8 October 2021 to eligible shareholders. No discount
will apply to the dividend reinvestment plan for the 2021 final dividend. There is currently no limit on the number of shares that
can participate in the dividend reinvestment plan. The company intends to issue new shares to satisfy its obligations under the
dividend reinvestment plan.
STOCK EXCHANGE LISTINGS
Woolworths Group Limited ordinary shares are listed on the Australian Securities Exchange (ASX) under code: WOW.
Woolworths Group Limited shares may be traded in sponsored American Depository Receipts form in the United States.
CORPORATE GOVERNANCE STATEMENT
A copy of the Corporate Governance Statement can be found on our website. Visit www.woolworthsgroup.com.au
2021
September
October
2022
February
March
April
August
SHAREHOLDER CALENDAR 1
3 Record date for Final Dividend
8 Payment date for Final Dividend
27 Announcement of first quarter sales results
27 Annual General Meeting
23 Announcement of half year results
4 Record date for Interim Dividend
13 Payment date for Interim Dividend
28 Announcement of third quarter sales results
24 Announcement of F22 results
1 Dates are subject to change.
159
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158
Shareholder information (as at 30 July 2021)
Shareholder information (as at 30 July 2021)
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The shareholder information set out below was applicable as at 30 July 2021.
DISTRIBUTION OF SHARES
Analysis of numbers of shareholders by size of holding:
RANGE OF SHARES
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
All shares above are fully paid ordinary shares. Each fully paid ordinary share carries one voting right.
There were 7,365 holders of less than a marketable parcel of shares based on the closing market price on 30 July 2021 of $38.76.
TOP 20 LARGEST SHAREHOLDERS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
NAME
HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
BNP Paribas Nominees Pty Ltd
National Nominees Limited
Pacific Custodians Pty Limited
Australian Foundation Investment Company Limited
Woolworths Custodian Pty Ltd
Netwealth Investments Limited
Argo Investments Limited
Australian Executor Trustees Limited
Custodial Services Limited
Milton Corporation Limited
AMP Life Limited
Navigator Australia Ltd
UBS Nominees Pty Ltd
BKI Investment Company Limited
Nulis Nominees (Australia) Limited
Djerriwarrh Investments Limited
20
The Senior Master of the Supreme Court
SUBSTANTIAL SHAREHOLDERS
substantial shareholder notices have been received.
HOLDER
BlackRock Group
The Vanguard Group, Inc
Woolworths Group Limited had received the following substantial shareholder notifications. As at 30 July 2021, no other
SHARES HELD AT
DATE OF NOTICE
80,972,196
63,412,121
PERCENTAGE OF
SHARES HELD AT
DATE OF NOTICE
%
6.43
5.00
DATE OF NOTICE
29/05/2019
29/07/2021
NUMBER OF
SHAREHOLDERS
PERCENTAGE OF
ISSUED CAPITAL
247,405
105,619
10,195
4,525
108
367,852
NUMBER OF SHARES
313,230,039
207,711,442
92,037,814
83,659,750
40,322,880
7,806,384
6,415,718
6,087,401
4,895,999
3,479,526
3,063,086
3,009,827
2,936,973
1,772,944
1,644,830
1,615,848
1,428,744
1,164,557
1,008,198
959,970
PERCENTAGE OF
TOTAL SHARES
%
6.71
17.78
5.62
6.87
63.02
100.00
ISSUED
%
24.71
16.39
7.26
6.60
3.18
0.62
0.51
0.48
0.39
0.27
0.24
0.24
0.23
0.14
0.13
0.13
0.11
0.09
0.08
0.08
UNQUOTED EQUITY SECURITIES
As at 30 July 2021, there were 11,346,031 rights over unissued ordinary shares.
DIVIDEND
The final dividend of 55 cents per share is expected to be paid on or around 8 October 2021 to eligible shareholders. No discount
will apply to the dividend reinvestment plan for the 2021 final dividend. There is currently no limit on the number of shares that
can participate in the dividend reinvestment plan. The company intends to issue new shares to satisfy its obligations under the
dividend reinvestment plan.
STOCK EXCHANGE LISTINGS
Woolworths Group Limited ordinary shares are listed on the Australian Securities Exchange (ASX) under code: WOW.
Woolworths Group Limited shares may be traded in sponsored American Depository Receipts form in the United States.
CORPORATE GOVERNANCE STATEMENT
A copy of the Corporate Governance Statement can be found on our website. Visit www.woolworthsgroup.com.au
SHAREHOLDER CALENDAR 1
2021
September
3 Record date for Final Dividend
October
8 Payment date for Final Dividend
27 Announcement of first quarter sales results
27 Annual General Meeting
2022
February
23 Announcement of half year results
March
4 Record date for Interim Dividend
April
13 Payment date for Interim Dividend
28 Announcement of third quarter sales results
August
24 Announcement of F22 results
1 Dates are subject to change.
1
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Shareholder information (as at 30 July 2021)
Glossary
SUBLEASES
The key terms and conditions of the subleases between Woolworths Group Limited and Endeavour Group Limited are as follows:
TERM
DESCRIPTION
Head lease
The subleases contain an obligation on Endeavour to perform and observe Woolworths’
obligations as tenant under the head lease that relate to the liquor premises. There is an obligation
on Woolworths to observe and perform its obligations under the head lease.
Commencement
date and term
The term and further terms of each sublease align with the term and further terms under the
relevant head lease, minus one day.
Option terms
Where Woolworths exercises its option to renew the head lease, it must offer a further term to
Endeavour. However, in circumstances where head leases include an obligation to trade as a liquor
store, Endeavour is obliged to exercise its option if Woolworths does.
Occupancy costs
The rent and outgoings payable are calculated according to the proportion of the area of the liquor
premises against the area of the whole premises. All occupancy costs must be paid by Endeavour
to Woolworths, with any adjustments to outgoings to be made at the end of the financial year.
Amenity
Dealings
Endeavour must not do anything that would detract from the amenity of the supermarket
premises or interfere with Woolworths’ business.
Endeavour must not assign, sublet or license without Woolworths’ consent. Consent may
be granted or withheld at Woolworths’ absolute discretion. A change in control of Endeavour
is a breach of the sublease.
Make good obligations
Endeavour is required to leave the liquor premises in good and tenantable repair and condition.
Endeavour must comply with the make good requirements under the head lease.
161
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GLOSSARY
ACCC
ASIC
AWEI
CAGR
(CODB)
CPO
CRO
(CFC)
DC
Drive
E2E
EBITDA
EBT
Australian Competition and Consumer Commission
Australian Securities and Investments Commission
Australian Workplace Equality Index
Compound annual growth rate
Cash realisation ratio
Operating cash flow as a percentage of Group net profit after tax before depreciation
and amortisation
CLO
Chief Legal Officer
Comparable sales
Measure of sales excluding stores that have been opened or closed in the last 12 months and
existing stores where there has been a demonstrable impact from store disruption because
of store refurbishment or new store openings/closures
Cost of doing business
Expenses relating to the operation of the business
Chief People Officer
Chief Risk Officer
Distribution centre
Customer 1st Ranging
Developing a clearly defined range to provide an easier shopping experience for the customer
Customer fulfilment centre
Dedicated online distribution centre
Delivery Now
Subscription services for delivery of online orders in under two hours
Delivery Unlimited
Subscription service that gives customers access to free delivery on any Next Day Delivery
window and three-hour Same Day Delivery windows, or reduced fees for quicker delivery options
Direct to boot
Where a customer places an order online and drives to a dedicated area where a team member
places the order directly in the customer’s boot
Convenient options for customers to pick up online orders through Drive up or Drive thru facilities
End-to-end
Earnings before taxes
Earnings before interest, taxes, depreciation, and amortization
eReceipts
Digital versions of receipts that are automatically saved in a customer’s Everyday Rewards app
eStore
Dedicated store for the fulfilment of online orders sometimes incorporating automation
160
Shareholder information (as at 30 July 2021)
The key terms and conditions of the subleases between Woolworths Group Limited and Endeavour Group Limited are as follows:
SUBLEASES
TERM
DESCRIPTION
Head lease
The subleases contain an obligation on Endeavour to perform and observe Woolworths’
obligations as tenant under the head lease that relate to the liquor premises. There is an obligation
on Woolworths to observe and perform its obligations under the head lease.
Commencement
date and term
relevant head lease, minus one day.
The term and further terms of each sublease align with the term and further terms under the
Option terms
Where Woolworths exercises its option to renew the head lease, it must offer a further term to
Endeavour. However, in circumstances where head leases include an obligation to trade as a liquor
store, Endeavour is obliged to exercise its option if Woolworths does.
Occupancy costs
The rent and outgoings payable are calculated according to the proportion of the area of the liquor
premises against the area of the whole premises. All occupancy costs must be paid by Endeavour
to Woolworths, with any adjustments to outgoings to be made at the end of the financial year.
Amenity
Endeavour must not do anything that would detract from the amenity of the supermarket
premises or interfere with Woolworths’ business.
Dealings
Endeavour must not assign, sublet or license without Woolworths’ consent. Consent may
be granted or withheld at Woolworths’ absolute discretion. A change in control of Endeavour
is a breach of the sublease.
Make good obligations
Endeavour is required to leave the liquor premises in good and tenantable repair and condition.
Endeavour must comply with the make good requirements under the head lease.
161
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Glossary
GLOSSARY
ACCC
ASIC
AWEI
CAGR
Australian Competition and Consumer Commission
Australian Securities and Investments Commission
Australian Workplace Equality Index
Compound annual growth rate
Cash realisation ratio
Operating cash flow as a percentage of Group net profit after tax before depreciation
and amortisation
CLO
Chief Legal Officer
Comparable sales
Measure of sales excluding stores that have been opened or closed in the last 12 months and
existing stores where there has been a demonstrable impact from store disruption because
of store refurbishment or new store openings/closures
Cost of doing business
(CODB)
Expenses relating to the operation of the business
W
CPO
CRO
Chief People Officer
Chief Risk Officer
Customer 1st Ranging
Developing a clearly defined range to provide an easier shopping experience for the customer
Customer fulfilment centre
(CFC)
Dedicated online distribution centre
DC
Distribution centre
Delivery Now
Subscription services for delivery of online orders in under two hours
Delivery Unlimited
Subscription service that gives customers access to free delivery on any Next Day Delivery
window and three-hour Same Day Delivery windows, or reduced fees for quicker delivery options
Direct to boot
Where a customer places an order online and drives to a dedicated area where a team member
places the order directly in the customer’s boot
Drive
E2E
EBITDA
EBT
Convenient options for customers to pick up online orders through Drive up or Drive thru facilities
End-to-end
Earnings before interest, taxes, depreciation, and amortization
Earnings before taxes
eReceipts
Digital versions of receipts that are automatically saved in a customer’s Everyday Rewards app
eStore
Dedicated store for the fulfilment of online orders sometimes incorporating automation
3
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162
Glossary
GLOSSARY
Fixed charges cover ratio
Group earnings before interest, tax, depreciation, amortisation and rent (EBITDAR) divided
by rent and interest costs. Rent and interest costs include capitalised interest but exclude
foreign exchange gains/losses and dividend income
Free cash flow
Cash flow generated by Woolworths Group after equity related financing activities including
dividends and repayment of lease liabilities
Funds employed
Net assets employed excluding net tax balances and put option liability
MFC
MSRDC
n.m.
NAIDOC
NDC
Micro-fulfilment centre
Melbourne South regional distribution centre
Not meaningful
National Aborigines and Islanders Day Observance Committee
National distribution centre
Net assets employed
Net assets excluding net debt and other financial assets and liabilities
Net Promoter Score (NPS) A loyalty measure based on a single question where a customer rates a business on a scale
of zero to 10. The score is the net result of the percentage of customers providing a score of nine
or 10 (promoters) less the percentage of customers providing a score of zero to six (detractors)
On‑demand/express
delivery
An express or scheduled delivery service providing online orders at the customer's convenience
WGEA
Workplace Gender Equality Agency
Pick up
A service which enables collection of online shopping orders in store or at selected locations
Priority Assistance
Dedicated delivery windows for eligible vulnerable customers to ensure access to online
delivery services
RDC
Renewal
Regional Distribution Centre
A total store transformation focused on the overall store environment, team, range and process
efficiency (including digital)
Return on Funds Employed
(ROFE)
Calculated as EBIT before significant items for the previous 12 months as a percentage
of average (opening, mid and closing) funds employed including significant items provisions
RMF
S.T.A.N.D.
Risk Management Framework
Support Through Australian Natural Disasters
Sales per square metre
Total sales for the previous 12 months by business divided by average trading area of stores
and fulfilment centres
Simpler for Stores
Simplification of end-to-end processes for store teams, improving customer experience
and productivity
Stock loss
The value of stock written off, wasted, stolen, cleared, marked down or adjusted from all stores
nationally (sometimes expressed as a percentage of sales)
Total net debt
Borrowings less cash balances including debt hedging derivatives and lease liabilities
Glossary
GLOSSARY
TRIFR
UP range
Total stock loss
The value of stock written-off, wasted, stolen, cleared, marked-down or adjusted from all
stores nationally (sometimes expressed as a percentage of sales)
Range of products sourced and curated for Woolworths Supermarkets with a high proportion
Total Recordable Injury Frequency Rate
of premium customers
and grocery macro space relay
Upgrades
A light renewal typically involving a front-of-store upgrade, Produce/Bakery enhancement
VOC NPS
VOC NPS is based on feedback from Everyday Rewards members. VOC NPS is the number
of promoters (score of nine or 10) less the number of detractors (score of six or below)
(VOC)
(VOS)
Voice of Customer
Externally facilitated survey of a sample of Woolworths Group customers where customers rate
Woolworths Group businesses on several criteria. Expressed as the percentage of customers
providing a rating of six or seven on a seven-point scale
Voice of Supplier
A survey of a broad spectrum of suppliers facilitated by an external provider. The survey
is used to provide an ongoing measure of the effectiveness of business relationships with
the supplier community. VOS is the average of the suppliers’ rating across various attributes,
scored as a percentage of suppliers that provided a rating of six or seven on a seven-point scale
Voice of Team
(VOT)
Survey measuring sustainable engagement of our team members as well as their advocacy
of Woolworths as a place to work and shop. The survey consists of nine sustainable engagement
questions, three key driver questions and two advocacy questions
VOT NPS
VOT NPS is a metric to assess Woolworths Team Member advocacy. VOT NPS is the
percentage of promoters (those rating nine or 10 on a scale of 0–10) minus the percentage
of detractors (those rating six or below on a scale of 0–10)
Other non-IFRS measures used in describing the business performance include:
• Earnings before interest, tax, depreciation and
• Cash flow from operating activities before interest
amortisation (EBITDA)
and tax
• Volume productivity metrics including transaction
• Free cash flow after equity related financing activities
growth, items per basket and item growth
• Trading area
excluding dividends
• Significant items
• Fixed assets and investments
• Net investment in inventory
• Net tax balances
• Closing trade payable days
• Change in average prices
• Margins including gross profit, CODB and EBIT
• Net assets held for sale
• Closing inventory days
• Average inventory days
163
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Glossary
GLOSSARY
Total stock loss
TRIFR
UP range
Upgrades
VOC NPS
Voice of Customer
(VOC)
Voice of Supplier
(VOS)
Voice of Team
(VOT)
VOT NPS
The value of stock written-off, wasted, stolen, cleared, marked-down or adjusted from all
stores nationally (sometimes expressed as a percentage of sales)
Total Recordable Injury Frequency Rate
Range of products sourced and curated for Woolworths Supermarkets with a high proportion
of premium customers
A light renewal typically involving a front-of-store upgrade, Produce/Bakery enhancement
and grocery macro space relay
VOC NPS is based on feedback from Everyday Rewards members. VOC NPS is the number
of promoters (score of nine or 10) less the number of detractors (score of six or below)
Externally facilitated survey of a sample of Woolworths Group customers where customers rate
Woolworths Group businesses on several criteria. Expressed as the percentage of customers
providing a rating of six or seven on a seven-point scale
A survey of a broad spectrum of suppliers facilitated by an external provider. The survey
is used to provide an ongoing measure of the effectiveness of business relationships with
the supplier community. VOS is the average of the suppliers’ rating across various attributes,
scored as a percentage of suppliers that provided a rating of six or seven on a seven-point scale
Survey measuring sustainable engagement of our team members as well as their advocacy
of Woolworths as a place to work and shop. The survey consists of nine sustainable engagement
questions, three key driver questions and two advocacy questions
VOT NPS is a metric to assess Woolworths Team Member advocacy. VOT NPS is the
percentage of promoters (those rating nine or 10 on a scale of 0–10) minus the percentage
of detractors (those rating six or below on a scale of 0–10)
163
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
W
O
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W
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G
R
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P
1
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G
H
L
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P
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F
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M
A
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C
E
2
R
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V
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W
B
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S
I
N
E
S
S
3
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
WGEA
Workplace Gender Equality Agency
'
A total store transformation focused on the overall store environment, team, range and process
• Fixed assets and investments
• Net investment in inventory
• Net tax balances
• Closing trade payable days
• Change in average prices
• Margins including gross profit, CODB and EBIT
• Net assets held for sale
• Closing inventory days
• Average inventory days
Other non-IFRS measures used in describing the business performance include:
• Earnings before interest, tax, depreciation and
• Cash flow from operating activities before interest
amortisation (EBITDA)
and tax
• Volume productivity metrics including transaction
• Free cash flow after equity related financing activities
growth, items per basket and item growth
• Trading area
excluding dividends
• Significant items
4
R
E
P
O
R
T
F
I
N
A
N
C
A
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I
5
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I
162
Glossary
GLOSSARY
MFC
MSRDC
n.m.
NAIDOC
NDC
delivery
Pick up
RDC
Renewal
(ROFE)
RMF
Fixed charges cover ratio
Group earnings before interest, tax, depreciation, amortisation and rent (EBITDAR) divided
by rent and interest costs. Rent and interest costs include capitalised interest but exclude
foreign exchange gains/losses and dividend income
Free cash flow
Cash flow generated by Woolworths Group after equity related financing activities including
dividends and repayment of lease liabilities
Funds employed
Net assets employed excluding net tax balances and put option liability
Micro-fulfilment centre
Melbourne South regional distribution centre
Not meaningful
National Aborigines and Islanders Day Observance Committee
National distribution centre
Net assets employed
Net assets excluding net debt and other financial assets and liabilities
Net Promoter Score (NPS) A loyalty measure based on a single question where a customer rates a business on a scale
of zero to 10. The score is the net result of the percentage of customers providing a score of nine
or 10 (promoters) less the percentage of customers providing a score of zero to six (detractors)
On‑demand/express
An express or scheduled delivery service providing online orders at the customer's convenience
A service which enables collection of online shopping orders in store or at selected locations
Priority Assistance
Dedicated delivery windows for eligible vulnerable customers to ensure access to online
delivery services
Regional Distribution Centre
efficiency (including digital)
Return on Funds Employed
Calculated as EBIT before significant items for the previous 12 months as a percentage
of average (opening, mid and closing) funds employed including significant items provisions
S.T.A.N.D.
Support Through Australian Natural Disasters
Risk Management Framework
Sales per square metre
Total sales for the previous 12 months by business divided by average trading area of stores
Simpler for Stores
Simplification of end-to-end processes for store teams, improving customer experience
and fulfilment centres
and productivity
Stock loss
The value of stock written off, wasted, stolen, cleared, marked down or adjusted from all stores
nationally (sometimes expressed as a percentage of sales)
Total net debt
Borrowings less cash balances including debt hedging derivatives and lease liabilities
164
Company directory
REGISTERED OFFICE
1 Woolworths Way
Bella Vista NSW 2153
Tel: (02) 8885 0000
Web: www.woolworthsgroup.com.au
COMPANY SECRETARIES
Kate Eastoe
Michelle Hall
INVESTOR RELATIONS
Paul van Meurs
AUDITOR
Deloitte Touche Tohmatsu
225 George Street, Sydney NSW 2000
Tel: (02) 9322 7000
Web: www.deloitte.com.au
SHAREHOLDER ENQUIRIES
Link Market Services
Locked Bag A14, Sydney South NSW 1235
Web: www.linkmarketservices.com.au
For shareholders:
Tel: 1300 368 664
Email: woolworths@linkmarketservices.com.au
For team members:
Tel: 1800 111 281
Email: wow.eps@linkmarketservices.com.au
MEDIA
Woolworths Press Office
Tel: (02) 8885 1033
Email: media@woolworths.com.au
FIVE YEAR SUMMARY
The Five Year Summary is available on the Woolworths Group website.
Design Communication and Production by ARMSTRONG
Armstrong.Studio
164
Company directory
REGISTERED OFFICE
1 Woolworths Way
Bella Vista NSW 2153
Tel: (02) 8885 0000
Web: www.woolworthsgroup.com.au
COMPANY SECRETARIES
Kate Eastoe
Michelle Hall
Paul van Meurs
AUDITOR
INVESTOR RELATIONS
Deloitte Touche Tohmatsu
225 George Street, Sydney NSW 2000
Tel: (02) 9322 7000
Web: www.deloitte.com.au
SHAREHOLDER ENQUIRIES
Link Market Services
Locked Bag A14, Sydney South NSW 1235
Web: www.linkmarketservices.com.au
Email: woolworths@linkmarketservices.com.au
For shareholders:
Tel: 1300 368 664
For team members:
Tel: 1800 111 281
Email: wow.eps@linkmarketservices.com.au
MEDIA
Woolworths Press Office
Tel: (02) 8885 1033
Email: media@woolworths.com.au
FIVE YEAR SUMMARY
The Five Year Summary is available on the Woolworths Group website.
Design Communication and Production by ARMSTRONG
Armstrong.Studio