Coles Group Limited

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Coles Group Limited

800 Toorak Road
Tooronga, Victoria 3146
Australia
Telephone: (+61 3) 9829 3111
Fax: (+61 3) 9829 6787
Web site: http://www.colesgroup.com.au

Public Company
Founded: 1914
Incorporated: 1921 as G.J. Coles & Coy. Proprietary Limited
Employees: 165,000
Sales: AUD 36.7 billion ($28.12 billion) (2006)
Stock Exchanges: Australian
Ticker Symbol: CGJ
NAIC: 551112 Offices of Other Holding Companies; 445110 Supermarkets and Other Grocery (Except Convenience) Stores; 445310 Beer, Wine, and Liquor Stores; 447110 Gasoline Stations with Convenience Stores; 452112 Discount Department Stores; 452990 All Other General Merchandise Stores; 453210 Office Supplies and Stationery Stores; 454111 Electronic Shopping; 453998 All Other Miscellaneous Store Retailers (Except Tobacco Stores); 722410 Drinking Places (Alcoholic Beverages)

Coles Group Limited is Australia's second largest retailer, trailing only Woolworths Limited. Owner and operator of more than 2,900 stores, Coles Group's operations encompass several sectors of the Australian retail market, the general merchandise sector in New Zealand, and e-commerce businesses on the Internet. One of Australia's largest private employers, Coles operates a wide range of supermarkets (Coles), fuel outlets/convenience stores (Coles Express), discount department stores (Target, Target Country, Kmart), liquor stores (Liquorland, Vintage Cellars, 1st Choice Liquor Super-store, Theo's), office supplies superstores (Officeworks), and electronics stores (Harris Technology). Founded in 1914, Coles Group was known as Coles Myer Ltd. from 1986 to 2006, a period in which its empire also included the Myer department store chain.

FOUNDING AS "3D., 6D., AND 1/-" VARIETY STORE

The origins of Coles Myer can be traced to the first G.J. Coles & Coy. Ltd. (Coles) variety store, opened in the working-class suburb of Collingwood, Victoria, on April 9, 1914. The "3d., 6d., and 1/-" variety store was founded by George James Coles, who had studied U.S. and U.K. chain store retailing methods.

In 1919 a much larger store was opened, again in Collingwood, with the slogan "Nothing over 2/6d." In 1921 the proprietary company G.J. Coles & Coy. Proprietary Limited was formed, and in 1924 the company opened its first city store in Bourke Street, Melbourne. With eight stores to its name, G.J. Coles & Coy. Ltd. was floated on the Melbourne Stock Exchange in 1927. One year later the first out-of-state store was opened in Pitt Street, Sydney.

The 1930s were years of rapid expansion for the company, with Coles's variety stores being represented in all states of Australia by 1933 (when the first store in Tasmania opened). A strong commitment to offering affordable goods to all sectors of the community meant that Coles continued to expand despite the Great Depression. Managing Director A. W. Coles, a son of the founder, wrote at this time, "A store has no right to success just because it is open for business and has a bright display. The goods must reflect the wishes of the community in which the store is located." In 1938 inflation forced the "Nothing over 2/6d" policy to be abandoned. A promise of "Satisfaction Guaranteed or Your Money Cheerfully Refunded" was instituted and remained a longstanding motto.

The outbreak of war in 1939 led to severe merchandise shortages, and 95 percent of Coles's male staff enlisted. Despite problems, the company survived with the assistance of newly promoted female managers under the leadership of A. W. Coles, who acted as managing director until 1944. His successor and brother, E. B. Coles, then led the company into another period of expansion that would earn him the title "The Takeover King." Major retailers acquired in this phase included Selfridges Ltd. in New South Wales in 1950, F&G Stores Ltd. in Victoria in 1951, and the Queensland chain of Penneys Ltd. in 1956.

ENTERING FOOD RETAILING

Food retailing was the next significant area to be explored by the company. This began in 1958 with the acquisition of the John Connell Dickins Pty. Ltd. group of 54 grocery stores. The link with supermarket retailing was reinforced in 1959 by the purchase of Beilby's in South Australia and again in 1960 by the acquisition of the Matthews Thompson chain of 265 grocery stores in New South Wales. Also in 1960, the first supermarket bearing the Coles banner opened in North Balwyn, Victoria.

In 1962 customers were treated to a "New World of Shopping" with the opening of the first New World supermarket in Frankston, Victoria. This was a new concept in food retailing for Australia: selling groceries, fresh meat, fruit and vegetables, dairy goods, produce, and frozen foods all within one store. Coles New World supermarkets offered customers more choice, greater savings, and a consistently higher standard of quality than ever before. Coles, in fact, was one of the first Australian retailers to take advantage of the customer trend toward supermarkets, a move that would earn the company a net profit increase of 30.7 percent and a jump in annual sales of £83 million in the first year.

ADDING DISCOUNT STORES

Following this success, the company then ventured into discount stores. This began in 1968 with the opening of Colmart in Whyalla, South Australia, Coles's first major discount store. That same year, the company entered a joint venture with the U.S. company S.S. Kresge, later Kmart Corporation, to open Kmart discount stores in Australia, with Coles holding a 49 percent interest. The first Kmart store was opened in April 1969 at East Burwood, Victoria, introducing the concept of U.S. discount department stores to Australia. The sales performance of these stores surpassed those of many established retailers, and Kmart soon became a significant force in Australian retailing. In the same year as Kmart's launch, the Coles New World supermarket chain opened its 100th store and became Australia-wide with the unveiling of a store in Freemantle, Western Australia. By 1975, these and other initiatives had helped Coles to become the first Australian retailer to achieve AUD 1 billion in sales in one year.

In 1977 Sir George Coles, the company's founder, died at the age of 92, having served the company for over 62 years. Continuing a long tradition of positive employee relations, Coles introduced equal benefits for male and female staff in the company's medical scheme and staff superannuation fund. The retirement age for females was extended to 60 years, and the number of staff members who had served the company for more than 25 years exceeded 1,000. The balance of the Kmart joint venture was acquired by the company in December 1978, making it a wholly owned subsidiary of Coles and making the company the second largest employer in Australia, with more than 50,000 employees.

COMPANY PERSPECTIVES

Our vision is to be Australia's number one retailer in all our businesses across all the markets we serve. This vision will be achieved by delighting our customers, growing our shareholder value and being the best team.

FURTHER DIVERSIFYING

The 1980s saw Coles diversify still further. In July 1981, 54 liquor stores operating as Claude Fay Cellars were acquired for cash. In August of the same year, 14 Liquorland stores and the Mac the Slasher liquor chain were purchased. The following year the name Liquorland was extended to cover all company liquor stores around Australia. These comprised Australia's largest nonbrewery chain. Coles entered the footwear business when Edward Fay Pty. Ltd. and Ezywalkin were purchased in 1981. Because of unsatisfactory results, however, the company divested itself of these in 1988.

In 1982 Coles opened Australia's first hypermarket, Super Kmart, the name used for combined Kmart and grocery stores until 1989, using the pooled resources and skills of the established Kmart business and Coles supermarkets. Many of the Super Kmarts that opened included automotive sections under the name K Auto, which were first established in 1961. They sold an extensive range of automotive accessories and parts, and offered full servicing and maintenance to fleet and private vehicle operators.

Women's clothing retailing was the next area of investment for Coles with the acquisition of the Katies Fashion (Australia) Pty. Ltd. national chain of 117 specialty stores in November 1984 for AUD 47 million. At the time of purchase, Katies had an established reputation for quality women's fashions at competitive prices. Contrary to the usually high level of imported merchandise in the Australian clothing and textile area, Katies consistently offered a large proportion of domestically produced goods, with over 90 percent of garments for the 1987 summer season being made in Australia. In the same year, the 100th Kmart store opened in Campbelltown, New South Wales, and net profit for the company exceeded AUD 100 million for the first time.

KEY DATES

1914:: George James Coles opens the first G.J. Coles & Coy. Ltd. variety store in Collingwood, Victoria, Australia.
1921:: Company is incorporated as G.J. Coles & Coy. Proprietary Limited.
1927:: Company goes public with a listing on the Melbourne Stock Exchange.
1933:: With the opening of a store in Tasmania, the Coles chain has been expanded to all Australian states.
1958:: Coles expands into food retailing via acquisition.
1960:: First supermarket bearing the Coles banner opens.
1962:: Company opens its first Coles New World supermarket.
1969:: Through a joint venture with the U.S. company S.S. Kresge, Coles opens the first Kmart discount department store in Australia.
1975:: Company becomes the first Australian retailer to achieve annual sales of AUD 1 billion.
1978:: Coles acquires full control of the Kmart venture in Australia.
1981:: Company acquires its first liquor stores, including the Liquorland banner.
1985:: Coles merges with Myer Emporium Limited, whose operations include Myer department stores and Target discount stores.
1986:: Company changes its name to Coles Myer Ltd.
1987:: The Bi-Lo discount supermarket chain is acquired.
1988:: Coles Myer enters the New Zealand market for the first time, in part by establishing that nation's first Kmart outlet.
1993:: Company introduces Officeworks, a discount warehouse-style office supplies superstore.
2001:: John E. Fletcher, brought onboard as CEO, launches major restructuring.
2003:: Through an alliance with the local arm of Royal Dutch/Shell Group, the Coles Express chain of fuel stations/convenience stores is launched.
2006:: The Myer department store business is sold for AUD 1.4 billion; Coles Myer rejects takeover bids from a private-equity consortium; company is renamed Coles Group Limited; new strategic plan is launched involving the conversion of all Bi-Lo stores into Coles outlets and the introduction of a new format called Coles SuperCentre.

1985: MERGING WITH MYER EMPORIUM TO FORM COLES MYER LTD.

In 1985 the Coles Myer Ltd. organization was born, after a merger proposal was accepted by the Myer Emporium Limited (Myer), a Melbourne-based retailer. Myer, the third largest retail group in Australia, was acquired through an agreed bid for a total cash offer of AUD 918 million.

Myer Emporium, which had been operating since 1900, strengthened its position in 1983 as the major department store retailer in Australia by purchasing Grace Bros., the largest department store retailer in New South Wales, for AUD 213 million. This was bought along with Boans, the largest Western Australian department store operator, for AUD 39.2 million. Prior to the merger, Myer was Australia's number one department store chain and the country's third largest retailer.

The 1985 Myer merger brought in 56 department stores; 68 Target discount stores; 122 Fosseys discount variety stores; the Country Road chain of 45 stores, which was subsequently sold for a profit of AUD 33.27 million; and the Red Rooster chain of fast-food chicken outlets. The name of the company was changed to Coles Myer Ltd. on January 27, 1986, and a new corporate symbol was adopted. In addition, a new company structure consisting of five divisions—Discount Stores; Supermarkets, Food and Liquor; Grace Bros.; Myer Stores; and Specialty Stores—was introduced at this time.

Coles Myer continued to grow and consolidate existing interests. In May 1986, 52 stores were added to the Red Rooster chain, making it the second largest takeout chicken restaurant chain and the largest Australian-owned fast-food group. In the same year the administrative structures of Coles and Fosseys amalgamated into a single business to become a market leader in the discount variety store segment. The ranges in both stores were rationalized to concentrate on their strong positions in budget clothing, toiletries, toys, fancy goods, and confectionery.

In 1987 the company's shares were listed on the London Stock Exchange, and a new corporate headquarters was officially opened at Tooronga, Victoria, by Prime Minister R. J. L. Hawke. A revised management structure requiring group managers to report to the managing director of retail operations led to strong growth during the year. Also in 1987 the company entered the discount food retailing field with the purchase of the Bi-Lo supermarket chain. Originally from South Australia, Bi-Lo stores were known for doing business in relatively small sites with discount prices and cut-case displays, whereby goods are stacked in supermarket aisles in cardboard boxes that can be cut open for customers to help themselves directly. This kept store overheads to a minimum. The company's expansion into discount food retailing continued the following year with the AUD 31.55 million acquisition of the Shoey's chain of budget food markets in New South Wales, adding 40 stores to the group. The company's discount food division, which was managed independently from the New World chain, included both the Bi-Lo chain and the Shoey's group as well as a number of converted former New World stores.

In July 1987 Coles Myer acquired Charlton Feedlot Pty Ltd., a dairy and beef producing operation that supplied premium produce to Coles Myer's supermarket business.

Coles Myer made its first move overseas with the acquisition of Progressive Enterprises Limited in New Zealand in May 1988. This included 27 Foodtown premium supermarkets, 22 3 Guys discount supermarkets, and Georgie Pie family restaurants. The first Kmart discount store opened in New Zealand in October of the same year.

In October 1988 Coles Myer was listed on the New York Stock Exchange. During the 1988 fiscal year, the company established Coles Myer/Ansett Travel Pty. Ltd. (CMAT), a joint venture with Ansett Transport Industries Ltd., to manage retail travel centers located in company stores. In 1990 CMAT acquired the travel business of the ANZ Bank Ltd. Electronic funds transfer at the point of sale was introduced to all Coles Myer stores as part of the development of electronic scanning cash registers and other point-of-sale register systems to improve efficiency in 1989. In mid-1989, as part of a decision to concentrate on core businesses, the company sold its 25 percent minority stake in Bank of America Australia Ltd. to the bank's U.S. parent, BankAmerica Corporation. Also in 1989, Myer Stores launched Myer Direct, a mail-order business. That same year, use of the Super Kmart name was discontinued.

TROUBLED TIMES

The 1990s were a difficult period for Coles Myer, as sales and profits stagnated as a result of a recession that hit nonfood sectors particularly hard. The company subsequently endured battles with institutional investors over corporate governance, specifically relating to Solomon Lew and Brian Quinn.

In November 1991 Lew, who held a more than 10 percent stake in Coles Myer, was elected chairman of the board, following Quinn's decision to relinquish the chairmanship and concentrate on his role as chief executive officer. Quinn then retired as CEO the following year, with Peter Bartels replacing him. In 1994 Quinn was charged with defrauding Coles of AUD 4.46 million ($3.5 million), allegedly billing the company for work done to revamp his private home. Quinn was found guilty in 1997 and sentenced to four years in jail.

Lew came into the spotlight following accusations that companies associated with him had benefited from his board positions with Coles Myer. When institutional investor opposition to the board's composition came to a head in 1995, Lew stepped down to become vice-chairman and Nobby Clark, who had overseen the restructuring of Foster's Brewing Company, was brought in as new chairman. Additional changes followed, including the January 1997 appointment of Dennis Eck as CEO, replacing Bartels, and the July 1997 appointment of Stan Wallis as chairman, replacing Clark. Eck, an American, was a one-time executive at food and drug retailer American Stores Company and former president of the Von's supermarket chain.

As these management controversies and changes were playing themselves out, Coles Myer made a number of significant changes to its corporate structure and mix of operations. As of August 1, 1990, the administrative and buying functions of the Myer Stores and Grace Bros. businesses were merged to form the Department Stores Group. While each group continued to operate under the separate Myer and Grace Bros. names, the move resulted in significant gains from overhead reductions and economies in buying and sales promotion.

In April 1991 Coles New World supermarkets changed their name to simply Coles, together with the launch of a new visual identity and customer service programs. Later that year Coles reduced the prices of 6,000 product lines as part of a new pricing and advertising policy.

In 1992 the company spun off Progressive Enterprises onto the New Zealand stock exchange, significantly reducing its foreign operations. That same year, Coles Myer acquired 98 Big Rooster fast-food outlets and bolstered its liquor store holdings with the purchase of the Vintage Cellars chain from Magnum Australia Pty. Ltd. The following year, Grocery Holdings Pty. Ltd. was established as a grocery wholesaling service for the Coles and Bi-Lo supermarket chains. Coles Myer added two more concepts to its assortment of retail outlets with the 1993 launches of World 4 Kids toy and leisure superstores and Officeworks, a discount warehouse-style office supplies superstore. In August 1993 Coles Myer announced that it would launch a AUD 4.15 billion ($2.8 billion), five-year investment program, which would include 421 new stores, 1,136 store remodelings, and the expansion or construction of more than 12 major shopping centers.

In November 1994 the company bought back from Kmart Corporation the 147.8 million shares of Coles Myer stock that Kmart held; Coles Myer retained the right to use the Kmart name in Australia and New Zealand. That same month, Coles Myer began a multi-year divestment program in relation to the company's property portfolio. Through early 1997, AUD 1.25 billion worth of property had been disposed of, allowing the company to concentrate more closely on its core business of retailing. Meanwhile, the retail businesses were reorganized into three groups: Basic Needs, which included the supermarkets, liquor stores, Red Rooster, Kmart, World 4 Kids, and Officeworks; Apparel Group, which consisted of Target, Fosseys, and Katies; and Department Stores. Under the new structure, the company hoped to better integrate groupwide services, thereby eliminating duplication and cutting costs.

Coles Myer entered the late 1990s a much more streamlined and focused company than that of just a few years previous. Although still considered by some observers as too large for the relatively small Australian market, the company had rejected the idea of breaking up into separately listed operating units after an early 1996 investigation.

Under Eck's leadership in the late 1990s, the performance of the food retailing and liquor store operations improved greatly, leading by 1999 to overall net profits of AUD 405.3 million ($267.9 million), a 10 percent jump over the previous year. Sales rose 9 percent that year to AUD 22.44 billion ($14.83 billion). Not as positive was the company's record of developing new retail concepts. Between late 1996 and late 1998, Coles Myer launched more than a dozen new retail businesses. Only a few of these lasted into the early 21st century: Baby Target, an expanded version of a Target stores' baby department; Target Home, which focused on housewares; and Megamart, a superstore specializing in furniture and electrical goods. Further retrenchment came following the disappointing performance of World 4 Kids; several of these toy outlets were shuttered in 1999, and the final three of them lasted only until 2002. As well, Coles Myer in 1999 began converting its Fosseys discount variety stores into Target Country outlets, which were essentially smaller versions of Target stores. That same year, Coles Myer acquired Harris Technology, a retailer of computers, accessories, and software selling through a store in North Sydney, via a catalog, and over the Internet. In both 1999 and 2000, the company significantly bolstered its e-commerce activities, launching the Coles Online supermarket shopping service, converting the Myer Direct catalog business into an e-commerce business, and consolidating all of its online retailing businesses within the newly formed e.colesmyer unit, among numerous other initiatives.

RESTRUCTURING FOLLOWING 2001 APPOINTMENT OF FLETCHER

In the new century, the company's supermarkets continued to perform well, but poor apparel sales were dragging down the results at Target, Myer, and Grace Bros. Late in 2000, the company reduced its exposure to the apparel sector by selling the Katies chain to Millers Retail Limited. In May of the following year, Coles Myer reorganized its retailing operations into two operating units, the Food & Liquor Group and the General Merchandise & Apparel Group. At the same time, the company began searching for a new CEO, the board having decided to accelerate Eck's planned departure. While this search was being conducted, Liquorland acquired the Leda Hotel chain in Queensland, gaining ten licensed pubs (or hotels as they are also known in Australia) and 21 stand-alone liquor stores. In September 2001 John E. Fletcher was brought onboard as the new CEO. Fletcher had retired from his position as CEO of Brambles Industries Limited, a building-materials and transport company. Although the appointment of Fletcher was generally viewed as risky given the new chief's lack of retailing experience, the stock market responded quite positively, apparently viewing his status as an outsider, along with his stellar business reputation, as positives.

In the first several months after his appointment, Fletcher launched a series of restructuring initiatives. A key component of his plan was to overhaul the firm's corporate culture, particularly the way in which individual retail units had operated semi-independently and therefore sometimes competed against one another. While simultaneously instituting a flatter management structure, Fletcher also strove to make sure that the group came first, before the individual brands. For the main units within the General Merchandise & Apparel Group, this translated into a clearer positioning for each: Kmart, discount department stores for families offering the lowest prices in their respective markets; Target, discount department stores offering trendy, high-quality merchandise at affordable prices; and Myer/Grace Bros., value-driven department stores aiming to be the first to market with a wide range of moderate to upper-moderate international and national branded apparel and other merchandise. Other components of the new leader's plan included slashing costs by 5 percent, or around AUD 300 million, over a three-year period, and spending as much as AUD 900 million over four years on capital expenditures, particularly on information technology, the supply chain, and logistics. In the spring of 2002 the Red Rooster chain, having been identified as noncore, was sold at a small loss to Australian Fast Foods Pty. Ltd.

Fletcher's initiatives did not receive unanimous support from the Coles Myer board of directors, particularly from longtime member Lew, who opposed the CEO's vision for Coles Myer, his management style, and his moves to change the corporate culture. The board, plagued with tensions, appointed Richard H. Allert as its new chairman in October 2002. Allert, along with most of the other members of the board, supported the restructuring being led by Fletcher, who threatened to quit if Lew were reelected to the board at the annual meeting that November. At the meeting, shareholders voted Lew off the board, leaving Fletcher in firm control.

In 2003, as the restructuring efforts continued, Coles Myer also worked to bolster certain sectors of its business. Officeworks, in January, acquired the Australian operations of Office Depot, Inc., specifically Viking Office Products Pty. Ltd., the nation's largest direct retailer of office supplies, operating via catalogs and over the Internet. In May, the Liquorland unit acquired 53 Theo's Liquor outlets in New South Wales. One month later, Coles Myer acquired Shopfast, the largest online food retailer in Australia. In the meantime, the company's food retailing operations were losing ground to arch-rival Woolworths because of that firm's discount fuel program. In response, Coles Myer in mid-2003 entered into an alliance with the local arm of Royal Dutch/Shell Group, through which Coles eventually took charge of the nearly 600 Australian service stations operated by Shell franchisees. In July 2003, in the first phase of this venture, more than 150 Shell stations in Victoria were converted into Coles Express fuel stations/convenience stores. Coles and Liquorland customers making a certain minimum purchase were given a discount on their fuel purchases at Coles Express. By March 2004 the nationwide rollout of Coles Express had been completed.

In 2004 the still troubled department store operations at Coles Myer were revamped when the 27 Grace Bros. stores in New South Wales and the Australian Capital Territory were rebranded under the Myer name. Late in the year, the company lost a bidding war with Woolworths for control of Australian Leisure and Hospitality Group Limited, owner of about 130 pubs and 260 liquor stores across Australia. Subsequently, as part of its attempt to catch up to its rival on the liquor store front, Coles Myer in May 2005 opened its first large-format liquor store, called 1st Choice Liquor Superstore. Aiming to open more than 75 of these superstores across Australia within five years, the company was operating 19 of them by July 2006.

By the fiscal year ending in July 2005, Coles Myer under Fletcher's leadership had more than doubled its underlying net profits (net profits minus any special charges), from AUD 330 million to AUD 678.1 million. Aided by a strong Australian economy, sales that year reached a record AUD 36.55 billion ($27.76 billion). The food retailing operations were performing particularly well. The Coles Express chain had given the expected boost to the supermarket business, and the supermarkets were reaping further dividends from a revamping that included the addition of more fresh food and private-label products.

2006: ENDING OF MYER ERA, BEGINNING OF COLES GROUP ERA

Despite the improvements, Coles Myer continued to lose ground to Woolworths, which had overtaken its rival as Australia's largest retailer. As the next move of its ongoing turnaround attempt, Coles Myer elected to narrow its focus. Late in 2005 the company sold six of its Megamart furniture and electrical goods superstores to Harvey Norman Holdings Limited and closed the remaining three stores. A more fundamental divestment followed in June 2006, when the struggling Myer department store business was sold to an Asian affiliate of the U.S.-based Texas Pacific Group for AUD 1.4 billion ($1.05 billion). The sale brought to an end the 21-year Myer era and was expected to enable the company to dedicate more of its resources to its core supermarket and liquor store operations. That same June, Coles Myer augmented its liquor business by acquiring the Hedley Hotel Group for AUD 328 million. Via this deal, Coles Myer gained 35 pubs, 102 retail liquor stores, and sites for establishing 17 1st Choice Liquor Superstores, all in Queensland. Earlier in 2006, Coles Myer's Kmart Tyre and Auto Service chain was expanded through the purchase of 90 Shell autoserv and Shell Auto Care service centers.

Investors remained skeptical about Coles Myer's turnaround efforts, keeping the company's share price low enough for it to be vulnerable to takeover attempts. In August 2006 a private-equity consortium led by the U.S.-based Kohlberg Kravis Roberts & Co. (KKR) approached Coles Myer with a bid to purchase the company for more than AUD 16 billion ($12 billion), for potentially the biggest takeover in Australian history. In early September, however, Coles Myer spurned the offer as undervalued. The KKR-led consortium countered with a revised bid of AUD 18.2 billion ($13.73 billion) but was again rebuffed in October, ending the takeover attempt.

As the company drew the final curtain on the Myer era by adopting a new name, Coles Group Limited, in November 2006, Fletcher launched a new five-year strategic plan that aimed in part to push profits up to AUD 1.06 billion by fiscal 2008. Among the plan's initiatives were the culling of more than 2,500 management jobs, an increase in the direct sourcing of general merchandise in the supermarkets, and the conversion of all Bi-Lo stores to Coles outlets by the end of fiscal 2007. Also in 2007, the company restructured its retailing operations into three units: Target, Officeworks, and the Everyday Needs Business, the latter encompassing Coles, Coles Express, the liquor businesses, and Kmart. The plan called for the Coles brand to eventually be used by all of the retail formats within this unit. Also, Coles Group planned to undertake low-cost refurbishings of 530 Coles supermarkets. Finally, the company aimed to create an Australia-wide network of 80 Coles SuperCentres, with the first such stores opening late in 2007. The SuperCentres were to feature a combination of the supermarket offerings of a Coles and the general merchandise selection of a Kmart, as well as liquor in those states where such an addition was allowed under the law. Through the plan's various streamlining initiatives, the company hoped to eventually achieve annual cost savings of more than AUD 360 million.

Julia Roberts

Updated, David E. Salamie

PRINCIPAL SUBSIDIARIES

Bi-Lo Pty. Ltd.; Coles Myer Asia Pty. Ltd.; Coles Myer Finance Limited; Coles Myer International Pty. Ltd.; Coles Myer New Zealand Holdings Limited; Coles Myer Logistics Pty. Ltd.; Coles Myer Properties Holdings Ltd.; Coles Supermarkets Australia Pty. Ltd.; e.colesmyer Pty. Ltd.; General Merchandise and Apparel Group Pty. Ltd.; Grocery Holdings Pty. Ltd.; Katies Fashions (Aust.) Pty. Limited; G.J. Coles & Coy. Pty. Limited; Kmart Australia Ltd.; Liquorland (Australia) Pty. Ltd.; Australian Liquor Group Ltd.; Theo's Liquor Pty. Ltd.; Pacific Liquor Wholesalers Pty. Ltd.; Liquorland (Qld.) Pty. Ltd.; Mycar Automotive Pty. Ltd.; Officeworks Superstores Pty. Ltd.; Penneys Pty. Limited; Price Point Pty. Ltd.; Target Australia Pty. Ltd.; Tickoth Pty. Ltd.; Tyremaster Pty. Ltd.