RNS Number:9253V
Alliance Boots plc
02 May 2007



Press release
2 May 2007



                       ALLIANCE BOOTS PRELIMINARY RESULTS


                        Preliminary results announcement
                        for the year ended 31 March 2007



Alliance Boots plc, the international pharmacy-led health and beauty group,
today reports preliminary results for the year ended 31 March 2007 which
demonstrate that the Group has achieved its key priorities, delivering a strong
set of results in line with management's targets.


Highlights:

  * Our key profit measure pro forma adjusted earnings up 11.5% year on year*

  * On track to deliver promised merger cost synergies

  * Retail Division

    -      good revenue growth

    -      UK trading margin ahead of management's previous expectations

    -      Boots branded Health & Beauty business increased profits for first 
           time in five years

    -      biggest expansion of Boots pharmacy brand to commence shortly

  * Wholesale Division

    -      performed well - reflecting strength of geographically diverse 
           portfolio

    -      successfully implemented Pfizer sole logistics service contract in UK

    -      Chinese market entry agreed, subject to regulatory approval for the 
           joint venture


Commenting on the results, Richard Baker, Chief Executive, said:


"We have delivered a strong financial performance while executing one of the
biggest mergers undertaken in the UK.  Across the Group we have seen the
positive impact of our pre-merger planning, our new working relationships and
our dedicated people all contributing to the good results.


"The results reaffirm our belief that in Alliance Boots we have created a
leading international pharmacy-led health and beauty group with attractive
prospects and opportunities."


* Pro forma adjusted earnings comprises profit for the year attributable to
equity shareholders before exceptional items, amortisation of customer related
intangible assets and IAS 39 timing differences, all net of tax, and deferred
tax restatements for customer related intangible assets, all on a pro forma
basis to show the results from continuing operations of the Group as if the two
former groups had always been combined.  Further profit measures on a pro forma
and statutory basis are shown on page 2.
Group highlights - pro forma


To assist investors in understanding the performance of the Group, pro forma
financial information has been prepared to show the results from continuing
operations of the Group as if the two former groups had always been combined as
was provided at the announcement of the Group's interim results on 14 November
2006.  The pro forma revenue and profit statement for continuing operations has
been prepared on an adjusted basis, which means before exceptional items,
amortisation of customer related intangible assets and IAS 39 timing
differences, all net of tax, and deferred tax restatements for customer related
intangible assets.


Detailed pro forma financial information, including the basis of preparation, is
set out in the "Additional pro forma financial information for continuing
operations" section of this announcement.


Revenue                                                    up 3.6% to #14,608 million (2005/06 #14,096 million)

Trading profit(1)                                                up 6.3% to #641 million (2005/06 #603 million)

Underlying trading profit(2)                                  up 7.4% to #641 million (2005/06 #597 million(2))

Adjusted earnings(3)                                            up 11.5% to #467 million (2005/06 #419 million)

Adjusted earnings per share(4)                                      up 11.4% to 48.7 pence (2005/06 43.7 pence)



1  Trading profit comprises profit from operations before exceptional items and
amortisation of customer related intangible assets and share of associates' post
tax earnings

2  Underlying trading profit is after adjusting the previous year's trading
profit to include a full year's rental charge on the 312 retail outlets which
were sold and leased back in July 2005, so that the trading profits for both
years are on a comparable basis

3  Adjusted earnings comprises profit for the year attributable to equity
shareholders before exceptional items, amortisation of customer related
intangible assets and IAS 39 timing differences, all net of tax, and deferred
tax restatements for customer related intangible assets

4  Adjusted earnings per share comprise adjusted earnings divided by the pro
forma weighted average number of shares in issue during the year of 959 million
(2005/06 958 million)



Group highlights - statutory


The statutory financial results for the year ended 31 March 2007 contain a full
year of results for the former Boots Group PLC businesses and eight months
results for the former Alliance UniChem Plc businesses on an acquisition
accounting basis.  The comparative figures contain only the results of the
former Boots Group PLC businesses and include within "Profit for the year
attributable to equity shareholders" a #1,470 million profit after tax from
discontinued operations.


Revenue - continuing operations                                   #11,502 million  (2005/06 #5,027 million)

Profit from operations - continuing                                    #480 million  (2005/06 #369 million)

Profit for the year attributable to equity shareholders              #387 million  (2005/06 #1,774 million)

Basic earnings per share   - total                                        48.4 pence  (2005/06 259.4 pence)
                           - continuing                                    45.8 pence  (2005/06 44.4 pence)



Key reconciliations between pro forma and statutory financial results are
provided after the "Additional pro forma financial information for continuing
operations" section of this announcement.


Details of exceptional items are shown after the "Key reconciliations between
pro forma and statutory financial results" section of this announcement.


A glossary of key terms and principal businesses and associates by segment is
provided at the end of this announcement.


Sir Nigel Rudd, Chairman, Richard Baker, Chief Executive and George Fairweather,
Group Finance Director, will host a conference call for analysts at 08.00 UK
time on Wednesday 2 May 2007.


UK dial in number:                     020 7190 1596
International dial in number:          +44 20 7190 1596
Quote conference title:                Alliance Boots Preliminary Results


A replay facility will be available for seven days:


UK dial in number                      020 7190 5901
International dial in number:          +44 20 7190 5901
Access number:                         135735#



For further information, please contact:

Investor Relations                                   Media
Gerald Gradwell/Chris Laud                           Donal McCabe
Tel:   +44 (0) 20 7138 1168                          Tel:   +44 (0) 20 7138 1164




Group overview


Introduction


Alliance Boots was created on 31 July 2006 through the merger of Alliance
UniChem Plc and Boots Group PLC.  The merger took place by way of a scheme of
arrangement, Alliance UniChem Plc shares being cancelled, its shareholders
receiving 1.332 shares in Boots Group PLC for each Alliance UniChem Plc share
held.  For statutory accounting purposes the merger has been accounted for as an
acquisition of Alliance UniChem Plc by Boots Group PLC.  On completion of the
transaction Boots Group PLC was renamed Alliance Boots plc.


Pro forma financial results


To assist investors in understanding the performance of the Group, pro forma
financial information has been prepared to show the results from continuing
operations of the Group as if the two former groups had always been combined as
was provided at the announcement of the Group's interim results on 14 November
2006.  The pro forma revenue and profit statement for continuing operations has
been prepared on an adjusted basis, which means before exceptional items,
amortisation of customer related intangible assets and IAS 39 timing
differences, all net of tax, and deferred tax restatements for customer related
intangible assets.


The results for the year are in line with management's targets at the time of
the merger.  The Retail Division delivered good revenue growth with trading
margin in the UK ahead of management's previous expectations.  The Wholesale
Division performed well, reflecting the strength of our geographically diverse
portfolio.



On a pro forma basis:

Revenue increased year on year by 3.6% to #14,608 million.  Trading profit
(which comprises profit from operations before exceptional items, amortisation
of customer related intangible assets and share of associates' post tax
earnings) increased by 6.3% to #641 million.  This reflects an underlying
increase in trading profit of 7.4% after adjusting the previous year's trading
profit to include a full year's rental charge on the 312 retail outlets which
were sold and leased back in July 2005, so that the trading profits for both
years are on a comparable basis.  Our share of associates' post tax earnings
increased by 4.3% to #49 million.  Underlying net finance costs (which exclude
IAS 39 timing differences from hedging interest rate and currency exposures)
reduced year on year by #19 million.  Adjusted earnings (which comprises profit
for the year attributable to equity shareholders before exceptional items,
amortisation of customer related intangible assets and IAS 39 timing
differences, all net of tax, and deferred tax restatements for customer related
intangible assets) increased by 11.5% to #467 million.  Adjusted earnings per
share increased by 11.4% to 48.7 pence based on a pro forma weighted average
number of shares in issue of 959 million compared to 958 million in the previous
year.



Statutory financial results


The statutory financial results for the year ended 31 March 2007 contain a full
year of results for the former Boots Group PLC businesses and eight months of
results for the former Alliance UniChem Plc businesses on an acquisition
accounting basis.


Profit from continuing operations was #480 million, compared to #369 million in
the previous year.  Within profit from continuing operations was a net #77
million of exceptional costs before tax and a #31 million charge for the
amortisation of customer related intangible assets following the 31 July 2006
fair valuation of the consolidated assets of Alliance UniChem Plc.  This
compares with #33 million of net exceptional income before tax in the previous
year.  Net finance costs were #25 million compared to #20 million in the
previous year.  Total profit for the year attributable to equity shareholders,
including profit after tax from discontinued operations, was #387 million
compared to #1,774 million in the prior year which included profit after tax
from discontinued operations of #1,470 million.  Total basic earnings per share
were 48.4 pence, compared to 259.4 pence.  Basic earnings per share from
continuing operations were 45.8 pence compared to 44.4 pence.


Further details of exceptional items are shown after the "Key reconciliations
between pro forma and statutory financial results" section of this announcement.


Group overview (continued)


Dividends


The Board did not declare an interim dividend as dividends for the periods up
until the merger on 31 July 2006 were paid to the respective shareholders of
both former companies on 3 October 2006.


The Board would ordinarily be recommending, in the normal course of business, a
final dividend covering the period from 31 July 2006 until 31 March 2007.
However, the terms of the recommended offer for the Company by AB Acquisitions
Limited, announced on 20 April 2007, are such that the offer price is inclusive
of any final dividend.  Accordingly, no such final dividend will be paid.
However, if the Company is not acquired by AB Acquisitions Limited (or any
alternative offeror), the Board intends that the Company pay in due course an
interim dividend, in respect of the year ended 31 March 2007, of an amount equal
to the final dividend that would have been paid.


Merger update


Phase one - cost synergies


Following completion of the merger on 31 July 2006, the key initial focus was on
implementing our new organisational structure, establishing a new corporate
office in London utilising existing office space, and on delivery of our cost
synergy plan.


Good progress has been made during the year in delivering over #20 million of
merger cost savings, primarily from harmonising buying prices and reducing
corporate costs, and we are on track with the longer term project to streamline
our combined distribution network.  We remain confident of delivering annual
pre-tax cost savings of at least #100 million per annum as a result of the
merger by the fourth full year following completion of the merger (being the 12
month period ending on the fourth anniversary of completion, completion having
taken place on 31 July 2006).  We still expect that over 60% of the run-rate
savings will accrue by the second year following completion and 100% by the
fourth year.  As indicated in March 2007 in our pre year end close period
announcement, the one-off costs related to achieving these synergies are not
expected to exceed the #53 million estimate provided at the time of the merger,
of which #23 million was taken as an exceptional charge before tax in 2006/07.


Phase two - UK retail


The development of our UK retail offer commenced shortly after the merger was
completed.  Following detailed work and various pilots, at the end of March 2007
we announced a major programme to capitalise on the pharmacy-led opportunities
that we have in the UK market:


"your local Boots pharmacy"

During the last four months of our financial year we successfully trialled a new
"your local Boots pharmacy" branded format for our community pharmacies.  This
combines a strong Boots branded retail offer, including own label products and
the Boots Advantage Card loyalty scheme, with a tailored community focused
prescription and service proposition.  Following the success of this trial, in
which we are seeing substantial increases in both retail sales and dispensing
volumes, in late March 2007 we announced that we were to roll out this new
format, investing around #65 million of capital to re-brand and refit the
majority of the Community Pharmacy network over two years, starting in the
summer.


Property optimisation

Following the merger we reviewed our combined UK retail property portfolio to
identify opportunities to optimise our position in local markets to best serve
the needs of our retail and prescription customers.  This review, the
conclusions of which we announced in late March 2007, identified around 100
localities where we are seeking to relocate or, in a limited number of cases,
rationalise our portfolio over the next three years at a capital cost of around
#35 million.


Group overview (continued)


Systems harmonisation

In March 2007 we also announced our decision to harmonise our UK pharmacy
management systems over the next three years utilising "Nexphase", a system
originally co-developed by our UK wholesale business for its customers and used
in our Community Pharmacy business.


As previously announced, the phase two projects will result in approximately #75
million of exceptional costs before tax, of which around #30 million will be in
respect of non-current asset write offs.  In 2006/07 these exceptionals totalled
#2 million.


Phase three - international product offer


The third phase of our merger-related plans is focused on opportunities to
internationalise the Boots brand and access new markets and territories
utilising the skills and resources of the combined Group.  While these plans are
at an early stage of development we remain confident about the potential
available to shareholders over the longer term.


Corporate developments


In April 2006, Hedef Alliance, our Turkish-based associate, exercised its option
to acquire control and majority ownership of its associate, UCP, a leading
pharmaceutical wholesaler in Egypt.  In June 2006, ANZAG, our German-based
associate, acquired 60% of Farmexpert, the third largest pharmaceutical
wholesaler in Romania.  Today we have wholesaling interests in 14 countries,
either through direct ownership or via our associates.


In September 2006, we completed the acquisition of Cardinal Health's UK
short-line pharmaceutical wholesale business for #38 million in cash, the
business being subsequently re-branded "Cordia Healthcare".  This has further
developed our wholesale offering to independent pharmacy customers in the UK.


In January 2007 we announced that we were to enter the rapidly growing Chinese
pharmaceutical market, currently the ninth largest in the world, through an
agreement, which is subject to regulatory approval, to form a 50:50 joint
venture in Guangzhou Pharmaceuticals Corporation, the third largest
pharmaceutical wholesaler in China.  The move into China follows our entry into
Russia last year with the purchase of Apteka Holding.


The programme to comply with the undertakings given to the Office of Fair
Trading at the time they approved our merger is now nearly complete.  Of the 96
pharmacies in the UK originally identified for disposal, the Office of Fair
Trading has subsequently agreed to withdraw two pharmacies from the agreed
divestment list.  To date 89 pharmacies have been sold, of which 68 were
completed before the end of our financial year, with the remainder completed in
April 2007.  Negotiations for the sale of the remaining five pharmacies are
progressing.  The exceptional profit before tax on those Health & Beauty
pharmacies sold during the year was #7 million.  There was no recorded gain on
those community pharmacies sold, as they were subject to fair value accounting
on merger.


While fulfilling the Office of Fair Trading requirement to dispose of these
pharmacies, our Community Pharmacy business has not acquired pharmacies at its
historical rate.  This will reduce the contribution from pharmacy acquisitions
in the new financial year.  Since the beginning of 2007 we have stepped up the
rate of acquisitions in the UK, acquiring 16 pharmacies in the fourth quarter,
bringing the total acquired in the UK during our financial year to 29
pharmacies.


Outlook


The Board expects the good trading performance it has seen in 2006/07 to
continue in the current financial year.


Pro forma performance review


To assist investors in understanding the performance of the Group, pro forma
financial information has been prepared to show the results from continuing
operations of the Group as if the two former groups had always been combined as
was provided at the announcement of the Group's interim results on 14 November
2006.  The pro forma revenue and profit statement for continuing operations has
been prepared on an adjusted basis, which means before exceptional items,
amortisation of customer related intangible assets and IAS 39 timing
differences, all net of tax, and deferred tax restatements for customer related
intangible assets.


Detailed pro forma financial information, including the basis of preparation, is
set out in the "Additional pro forma financial information for continuing
operations" section of this announcement.


Segmentation


New segmental reporting was introduced in our interim results to reflect the
composition of the merged Group, the two principal segments being the Retail and
Wholesale Divisions.


In the pro forma operating and financial review the Retail Division results are
further split between the UK and International businesses, given the relative
size of our UK retail businesses, and the Wholesale Division results are further
split between Northern and Southern Europe to reflect the different regulatory
and market dynamics typically encountered in these regions.  Comparatives for
the year have been prepared on the same basis.


A glossary of terms and a list of principal businesses by segment are included
in the information at the end of this announcement.


Divisional highlights
for the year ended 31 March 2007
                                                                                      Year on year growth
                                                                  Trading          
                                                    Revenue        profit                         Trading
                                                   #million      #million          Revenue         profit               
                  
Retail                                                6,579           502            +4.2%          +6.4%
Wholesale                                             9,009           186            +3.4%         +10.1%
Other Commercial Activities & Corporate                 114          (47)           +29.5%
Costs
Intra-group                                         (1,094)             -
Group*                                               14,608           641            +3.6%          +6.3%
Share of associates' revenue                          2,118            70            +4.5%          -1.4%
& trading profit
                                                     16,726           711            +3.7%          +5.5%

*   Group trading profit comprises profit from operations before exceptional items, amortisation of
customer related intangible assets and share of associates' post tax earnings



Retail Division


Performance overview


The Retail Division delivered good revenue growth with trading margin in the UK
ahead of management's previous expectations.  Revenue increased year on year by
4.2% to #6,579 million, trading profit increasing by 6.4% to #502 million.  This
reflects an underlying increase in trading profit of 7.7% after adjusting the
previous year's trading profit to include a full year's rental charge on the 312
retail outlets which were sold and leased back in July 2005 so that the trading
profits for both years are on a comparable basis.  Trading margin increased by
0.1 percentage point to 7.6%, an underlying increase of 0.2 percentage points
after adjusting for the sale and leaseback transaction.  On a constant currency
basis, revenue increased by 4.3%, up 2.9% on a like for like basis, and trading
profit increased by 6.2%, an increase of 7.6% after adjusting for the sale and
leaseback transaction.


Trading profit in the Retail Division in the second half of the year was #294
million, an increase of 8.1% on the second half of the previous year on revenue
up 2.9% to #3,454 million, reflecting a particularly strong trading margin in
the UK.



Retail Division highlights
for the year ended 31 March 2007
                                                                                     Year on year growth
                                                              Total
                                                           #million             Total      Like for like
Revenue
UK:
Health & Beauty                                               4,945             +3.8%              +3.0%
Community Pharmacy                                            1,011             +4.6%              +2.1%
                                                              5,956             +3.9%              +2.9%
International:
Republic of Ireland                                             155             +9.2%              +7.5%
Norway                                                          267             +3.1%              +0.8%
The Netherlands                                                 138            +12.2%              +2.7%
Russia                                                            1               n/a                n/a
Italy                                                            25             +4.2%              +6.4%
Thailand                                                         37            +12.1%              -4.9%
                                                                623             +7.2%              +2.8%
                                                              6,579             +4.2%              +2.9%
Trading profit
UK                                                              469             +7.3%
International                                                    33             -5.7%
                                                                502             +6.4%
Trading margin
UK                                                             7.9%            +0.3pp
International                                                  5.3%            -0.7pp
                                                               7.6%            +0.1pp



Retail outlets(1)
at 31 March 2007

                                  With a pharmacy     Without a
                                                       pharmacy         Total
                                                            (2)
UK: 
Health & Beauty                             1,313           230         1,543
Community Pharmacy                            939            55           994
                                            2,252           285         2,537
International:
Republic of Ireland                            36             5            41
Norway                                        129             9           138
The Netherlands                                75             -            75
Russia                                          6             -             6
Italy                                          20             1            21
Thailand                                      117             -           117
                                              383            15           398
                                            2,635           300         2,935

1   Excludes franchised outlets

2   Includes 124 standalone optical practices




Retail - UK


In the UK total retail revenue increased year on year by 3.9% to #5,956 million,
like for like revenue increasing by 2.9%.  Trading profit increased by 7.3% to
#469 million and trading margin by 0.3 percentage points.  Adjusting for the
sale and leaseback transaction, underlying trading profit increased by 8.8% and
underlying trading margin increased by 0.4 percentage points.  Trading profit in
the second half of the year was #277 million, an increase of 9.9% on the second
half of the previous year on revenue up 2.5% to #3,133 million, reflecting a
particularly strong trading margin in what continues to be highly competitive
market.



UK revenue by product category
for the year ended 31 March 2007
                                                                                               Year on year
                                                                                                     growth
                                                             #million                Mix
Health(1)                                                       3,089              51.9%              +5.0%
Beauty & Toiletries(2)                                          1,729              29.0%              +5.4%
Lifestyle(3)                                                    1,138              19.1%              -1.0%
                                                                5,956             100.0%              +3.9%


1  The Health category comprises the dispensing & related income and retail
healthcare sub-categories, the latter including sales of non-prescription
medicines and optical sales

2  The Beauty & Toiletries category comprises the cosmetics & fragrances and
toiletries sub-categories

3  The Lifestyle category comprises the baby, nutrition, photography,
electrical, seasonal and other lifestyle sub-categories



Revenue in the Health category increased by 5.0% to #3,089 million with strong
performances in both our dispensing & related income and healthcare
sub-categories.  Total dispensing volumes increased year on year by 5.5% to 182
million items, growth being particularly strong in the care homes sector and
from our prescription collection services.


In England and Wales the adjustments to the reimbursement rate in relation to
generic prescription medicines, which came into effect from the beginning of
October, slowed market growth in value terms in the second half of the year as
anticipated.  This regulatory action was expected and we have taken steps to
mitigate the impact of these changes.


We continue to develop the role of retail pharmacists in the provision of
healthcare services.  Total service income, which came primarily from Medicine
Use Reviews and other locally commissioned services, while still relatively
modest, increased year on year by more than 60%.


Over three quarters of our pharmacies now incorporate private consultation
facilities.  This, together with our pharmacist accreditation programmes, has
enabled us to increase the number of Medicine Use Reviews carried out by our
pharmacists by over six times compared to the previous year.  Over 184,000
reviews were carried out during the year, which we believe is well above our
overall healthcare market share.  At the beginning of October 2006 the
Department of Health raised the fee rate for Medicine Use Reviews from #23 to
#25 per review, and for pharmacies that were already carrying out such reviews,
further increased the upper limit from 250 to 400 reviews per annum.  The new
pharmacy contract was introduced in Scotland in April 2006 and since the Minor
Ailment Service became fully operational in July 2006 we have signed up over
205,000 patients.


Further development of our service offering is ongoing with nearly 12,000
private or publicly funded chlamydia tests carried out during the year from
around 500 pharmacies.


In Scotland the smoking ban in public indoor spaces was introduced at the end of
March 2006.  Since then we have seen significant increases in the provision of
smoking cessation services and sales of related products in our Scottish
pharmacies.  Similar bans in Wales and Northern Ireland have just been
implemented, with the ban in England to take effect from the beginning of July.
By the year end, around 850 of our pharmacies were providing state funded stop
smoking services in support of the public health agenda.


The National Health Service continues to plan for electronic prescriptions to be
fully operational across all pharmacies in England by the end of 2007, the
introduction being planned in phases.  The initial service, which has now been
fully deployed into all our pharmacies in England, enables pharmacies to scan
barcodes on paper subscriptions printed by doctors.  This service, coupled with
smart cards issued by Primary Care Trusts to individual pharmacists who are
registered users of the new system, enables pharmacies to claim an allowance of
#200 per month for running the system.  Once the vast majority of doctors and
pharmacies have the new system operational, printed bar-coded prescriptions will
be superseded by electronically transferred prescriptions from the doctor to the
patient's nominated pharmacy.  A similar electronic prescription service is
scheduled to begin roll-out in Scotland in September 2007.


During the year three central dispensaries were opened which dispense high
volumes of acute and repeat prescriptions in a highly efficient way to local
pharmacies.  This brought the total number of central dispensaries to 13 at the
year end.  The changes being introduced by the Department of Health, including
the introduction of electronic prescriptions, mean that we see an increasing
role for such central dispensaries over the coming years, thereby freeing up
community-based pharmacists to spend an increasing proportion of their time
providing services and advice to their patients, in addition to dispensing acute
prescriptions.


As the leading operator of retail pharmacies in the UK with significantly more
outlets than any other operator we remain committed to making high quality
healthcare more available and accessible and now provide pharmacy services up
until midnight in more than 50 pharmacies.


Retail healthcare revenue in the UK benefited from the programme to address
historic under-investment in Boots branded smaller Health & Beauty stores and
the good summer weather in 2006.  A strong "Change One Thing" campaign was run
for the second consecutive New Year and the Boots Health Club was launched in
April 2006, which enables customers to receive targeted healthcare information
and offers on specific health issues on a periodic basis.  The Boots Health Club
now has 1.5 million members and particularly appeals to our older customers with
around 40% of its members now aged 60 or over who, as members, are entitled to a
10% discount on our own brand products.  This is an age group which was not
previously highly represented in the Boots Advantage Card loyalty scheme.  The
most popular topics for Health Club members, of which almost 90% are women, are
women's health, vitamins and supplements, and weight loss.


Revenue in the Beauty & Toiletries category in the UK, where we have leading
market positions and brands, increased by 5.4% to #1,729 million.  Revenue
growth was strong in fragrances and in both self selection and premium
cosmetics, these being key contributors to our biggest ever trading week in the
run-up to Christmas, supported by the "Gorgeous" advertising campaign, and our
successful post-Christmas sale.  Fragrances growth mainly came from new product
launches and the introduction of fragrance cabinets into more Health & Beauty
stores.  In August 2006 we successfully re-launched our Natural Collection range
with its cosmetics products all priced below #2, resulting in very strong sales
growth for this brand.


No.7, our leading cosmetics brand, has continued its growth, assisted by a
successful promotional programme and continuing new product development with a
strong pharmaceutical focus.  Recently we have experienced unprecedented demand
from customers for No.7 Protect and Perfect Beauty Serum.  This follows
extensive media coverage highlighting independent research at Manchester
University that concluded that our patented anti-oxidant complex repairs
photo-aged skin and improves fine wrinkles associated with photo-ageing.  We are
currently stepping up production in our manufacturing facility in Nottingham to
meet demand.


We continued to grow revenue in Toiletries, helped by good growth in skincare
due to improved layout and merchandising and higher sales of gradual tanning and
premium skincare products.  Men's toiletries performed particularly well, partly
as a result of a new branded razor launch in the first half of the year.  Sun
care revenues also grew, boosted by the warm summer, with Soltan retaining its
market leading position assisted by new product launches.


Revenue in the Lifestyle category in the UK decreased by 1.0% to #1,138 million.
This reflected a continued decline in photographic revenue, despite market
share gains in traditional photo products and growing digital photo sales from
the kiosks we now have in 350 stores, together with flat sales of electrical
beauty products.  In contrast, our seasonal, baby and nutrition sub-categories
all performed well throughout the year.  Good seasonal gift sales combined with
more selective buying, tight stock control and an excellent post-Christmas sale
resulted in good sales and margin growth in our seasonal sub-category.
Nutrition, which is a strong driver of footfall, benefited from an extension in
our "Meal Deal" lunchtime offer to include more products.  Baby sub-category
growth reflected a particularly strong performance in nursery products assisted
by a successful re-launch of our Boots own brand nappies.  We continue to
provide value to our customers via the Boots Parenting Club which we believe to
be the largest membership baby club in the UK.


Our own brands and exclusive ranges enable us to differentiate our retail offer
from that of our competitors and remain very important drivers of revenue and
margin.  No.7 and Soltan continue to be leaders in their respective markets.
New product developments include the launch in August 2006 of the niche "Soap &
Glory" indulgent bathing range, which is exclusive to Boots, and in January 2007
we launched the "Expert" range of products which sold over a million units in
our fourth quarter and is now being backed by a new marketing campaign in our
new financial year.  Limited ranges of Boots branded products have been sold
through over 800 of our Community Pharmacy business outlets since the merger was
completed and are proving a popular addition to the range, particularly consumer
healthcare medicines and our "Basics" range of low priced toiletries.


The Boots Advantage Card loyalty scheme, where customers earn points on
purchases for redemption at a later date, remains a key element of our customer
offer in our Boots branded stores.  At the year end the number of active Boots
Advantage Card holders (i.e. members who have used their card at least once in
the last 12 months) was 15.1 million.  Boots.com sales, which are allocated to
the relevant product category, increased by 19.0% year on year to #29 million.


Looking at the individual performances of our two retail businesses in the UK:


The Boots branded Health & Beauty business increased both its trading margin and
trading profit year on year for the first time in five years.  Revenue increased
by 3.8% to #4,945 million, like for like revenue increasing by 3.0% of which we
attribute about half a percentage point to the warm weather during the summer.
Trading margin increased particularly in the latter part of the year, mainly as
a result of improved stock management following recent infrastructure
investments, better buying (partially as a result of merger synergies) and
better targeted marketing programmes.  Boots Opticians made a trading profit
during the year, a further 15 practices being switched to the franchise model
bringing the total franchised to 23.


The number of retail outlets the Health & Beauty business operates with a
pharmacy increased by a net 23 during the year.  39 new NHS pharmacy contracts
were opened, 26 of which were in existing destination Health & Beauty stores
previously without a pharmacy, and one pharmacy was acquired.  242 retail
outlets underwent major refits, many of which were part of our programme
designed to address historic under-investment in smaller stores, and we carried
out 11 relocations.  At 31 March 2007 the Health & Beauty business operated
1,543 retail outlets, of which 1,313 had a pharmacy and 264 had an optical
practice, 124 of which were standalone optical practices.


Our Health & Beauty business is on track with its systems rationalisation and
supply chain reconfiguration programme announced in March 2006.  Of the #40
million exceptional costs before tax identified when this programme was
announced, #20 million was incurred in 2006/07, and in addition, the business
exited certain third party logistics activities in Nottingham which resulted in
incremental exceptional costs before tax of #5 million.


During the year our Health & Beauty business implemented a new training and
development programme designed to raise the motivation, knowledge and enthusiasm
of our people in store.  Following the success of the initial programme in 80
stores we plan to roll out the programme to all Health & Beauty stores over the
next two years.


Our Community Pharmacy business increased revenue by 4.6% to #1,011 million.
Like for like sales increased by 2.1%, this being lower than in our Health &
Beauty business due to Community Pharmacy's greater weighting towards the
dispensing market where adjustments to the reimbursement rate in relation to
generic prescription medicines came into effect from the beginning of October
2006, which slowed market growth in value terms.  Trading profit increased year
on year due to the like for like revenue growth, trading margin being lower due
to the generics reimbursement rate adjustments.


Following the successful trial of our new "your local Boots pharmacy" branded
format for community pharmacies in which we are seeing substantial increases in
both retail sales and dispensing volumes, we announced in late March 2007 that
we were to roll out this new format, investing around #65 million of capital to
re-brand and refit the majority of the Community Pharmacy network over the next
two years, starting in the summer.  This is expected to further increase sales
of products exclusive to Boots.


The number of pharmacies in the Community Pharmacy business reduced by a net 23
in the year as a result of the divestment programme to comply with the
undertakings given to the Office of Fair Trading at the time they approved our
merger.  While fulfilling these undertakings our Community Pharmacy business has
not acquired pharmacies at its historical rate.  Since the beginning of 2007 we
have stepped up the rate of acquisitions, acquiring 16 pharmacies in the fourth
quarter bringing the total acquired during the financial year to 29 pharmacies.
At 31 March 2007 the Community Pharmacy business operated 994 retail outlets, of
which 939 were pharmacies.



Retail - International


Total retail revenue in countries outside the UK increased year on year by 7.2%
to #623 million, like for like revenue increasing by 2.8%.  Trading profit
reduced by 5.7% to #33 million, trading margins reducing by 0.7 percentage
points.  On a constant currency basis, revenue increased by 8.3%.  Trading
profit in the second half of the year was #17 million, a decrease of 15.0% on
the second half of last year, the reduction being mainly as a result of higher
costs in Norway, total second half revenue increasing by 7.4% on the second half
of last year to #321 million.


43 retail outlets were added during the year, the number of outlets with
pharmacies increasing by 38.  The major areas of expansion were a net 21 Boots
openings in Thailand, six of which are airport concessions, and 12 additions in
Norway, eight of which sell specialist surgical products into which we plan to
incorporate new pharmacies.  At 31 March 2007 we operated 398 retail outlets
outside the UK, of which 383 had a pharmacy.


In the Republic of Ireland revenue increased by 9.2% to #155 million, an
increase of 7.5% on a like for like basis, growth being very strong in the
second half of the year due to a particularly good performance in the cosmetics
& fragrances and retail healthcare sub-categories, assisted by a well executed
seasonal marketing campaign.  Trading profit and trading margin both increased
year on year as a result.


In Norway revenue increased by 3.1% to #267 million, an increase of 0.8% on a
like for like basis, like for like growth being higher in the second half of the
year.  The total number of pharmacies has continued to increase in the Norwegian
market, newer openings taking share from existing outlets.  Trading margin and
profit was lower than in the previous year due to higher operating costs, mainly
as a result of increased employment costs, particularly in the latter part of
the year, and the addition of new outlets which take time to reach maturity.


In The Netherlands revenue increased by 12.2% to #138 million, an increase of
2.7% on a like for like basis.  As in Norway, the total number of pharmacies
continued to increase.  Despite strong competition, trading margin increased
year on year, mainly due to a more favourable product mix.  Trading profit was
higher as a result.


In Italy revenue increased by 4.2% to #25 million, an increase of 6.4% on a like
for like basis.  This increase, together with an increase in trading margin due
to reduced operating expenses, resulted in a higher trading profit.


In Thailand revenue increased by 12.1% to #37 million, a decrease of 4.9% on a
like for like basis due to the difficult economic and political climate and
increased competition from new openings and on pricing which resulted in a lower
trading margin and trading profit.  Despite this, like for like transaction
volumes increased and No.7 was successfully re-launched in October 2006.


Wholesale Division


Performance overview


The Wholesale Division performed well, reflecting the strength of our
geographically diverse portfolio of businesses.  Revenue totalled #9,009
million, an increase of 3.4%, trading profits increasing by 10.1% to #186
million.  Overall trading margins increased by 0.2 percentage points.  Adjusting
for acquisitions and disposals, on a constant currency basis, like for like
revenue increased by 1.0%, like for like trading profit increasing by 9.7% and
like for like trading margins increasing by 0.2 percentage points.


Trading profit in the second half of the year in the Wholesale Division was #101
million, an increase of 13.5% on the second half of the previous year, merger
synergies being increasingly realised in the UK, on revenue up 5.8% to #4,621
million.


In January 2007 we announced plans to re-brand the Wholesale Division's
principal businesses in each country under a common brand name, "Alliance
Healthcare".  By the year end we had completed the re-branding in four of the
eight countries in which we operate plus our associate in Portugal, with the
programme scheduled for completion in early 2008.


Markets


We estimate that our wholesale markets grew year on year by around 2.5% in value
on a constant currency basis, this growth being weighted on the basis of our
wholesale revenue.  This is lower than in the previous year, mainly as a result
of negative volume growth in France as its government attempts to bring
consumption down towards levels typically seen in other European countries.  We
expect that the overall market growth in 2007/08 will be higher at around 3.5%,
largely because we believe that the rate of decline in consumption in France
will start to slow down.


The growth in the market from the introduction of higher priced new
pharmaceuticals has continued to be partially offset by growth in market
penetration of lower priced generic drugs.  This percentage is typically
significantly higher in our markets in Northern Europe than in Southern Europe.
Compared to the previous year, penetration of generics grew in all markets in
which we operate.


We estimate that the overall level of parallel trade in Europe was broadly in
line with the level in the previous year, with manufacturers continuing to seek
ways to curtail these activities.


The continued growth of Almus, our exclusive range of generic drugs, is
providing marketing and sourcing benefits aimed at offsetting the impact of
patent expiries.  The phased launch of Almus outside the UK commenced with
France and Italy in April and May 2006 respectively, with additional products
subsequently having been launched in these countries.  The roll-out of Almus
into other European countries is set to continue on a phased basis.  Almus has
been introduced into all Boots pharmacies in the UK, which is increasing the
brand's sales and market presence.



Wholesale Division highlights
for the year ended 31 March 2007
                                                                                    Year on year growth
                                                            Total
                                                         #million                 Total   Like for like
Revenue
Northern Europe:
UK                                                          1,978                 +7.4%           +3.2%
Norway                                                        222                 -0.4%           +1.7%
The Netherlands                                               702                 +3.1%           +3.7%
Russia                                                        195                   n/a             n/a
Czech Republic                                                247                +12.3%           +7.6%
                                                            3,344                +12.8%           +3.5%
Southern Europe:
France                                                      3,746                 -1.4%           -0.8%
Italy                                                         931                 +0.4%           +0.3%
Spain                                                       1,053                 +7.7%           +2.2%
Portugal                                                        3                   n/a           +3.0%
                                                            5,733                 -1.1%           -0.1%
Intra-segment                                                  (68)
                                                            9,009                 +3.4%           +1.0%
Trading profit
Northern Europe                                               108                +14.9%          +12.9%
Southern Europe                                                78                 +4.0%           +5.6%
                                                              186                +10.1%           +9.7%
Trading margin
Northern Europe                                              3.2%                     -          +0.3pp
Southern Europe                                              1.4%                +0.1pp          +0.1pp
                                                             2.1%                +0.2pp          +0.2pp




Wholesale - Northern Europe


Trading profit in the Northern Europe geographical area of our wholesale
division totalled #108 million, a year on year increase of 14.9% on revenue up
12.8% to #3,344 million.  Trading margin was in line with the previous year at
3.2%, like for like improvements being offset by the lower margin business in
Russia which was acquired in March 2006.  Adjusting for acquisitions and
disposals, on a constant currency basis like for like revenue increased by 3.5%,
like for like trading profits increased by 12.9% and like for like trading
margins increased by 0.3 percentage points.  Trading profit in the second half
of the year was #59 million, an increase of 20.4% on the second half of the
previous year on revenue up 16.8% to #1,741 million.


In the UK revenue increased by 7.4% to #1,978 million, like for like revenue
increasing by 3.2% mainly as a result of higher intra-group sales to our Health
& Beauty business.  Trading margin and trading profit both increased year on
year, merger synergies being increasingly realised as the year progressed.


In September 2006 we completed the acquisition of Cardinal Health's UK
short-line pharmaceutical wholesale business for #38 million in cash, the
business being subsequently re-branded as "Cordia Healthcare".  This has further
developed our wholesale offering to independent pharmacy customers.


In March, UniChem, our UK full-line wholesale business, successfully commenced
its previously announced sole logistics services contract with Pfizer under
which it provides delivery and related services to all pharmacies in the UK.
Implementation of the contract was well planned and executed, resulting in high
service levels since its launch.  We are aware that other manufacturers are also
contemplating whether to change their existing arrangements.  In April 2007 the
Office of Fair Trading announced that it had launched a market study into the
distribution of medicines in the UK, which it


has indicated will be concluded by the end of 2007.  Since our year end, we have
also entered into an agency agreement with AstraZeneca to provide delivery and
related services on a non-exclusive basis.


In Norway revenue decreased by 0.4% to #222 million, an increase of 1.7% on a
like for like basis, which was ahead of our estimate of market growth.
Increased benefits from running our Norwegian retail and wholesale businesses
more closely together resulted in increased trading margin and profit.


In The Netherlands revenue increased by 3.1% to #702 million, an increase of
3.7% on a like for like basis.  Trading profit increased as a result of the
revenue growth, trading margin being lower due to increased customer discounts.
The development of Kring, our virtual chain of pharmacies, continued during the
year with over 300 pharmacies now participating in the Kring programme,
including the 75 pharmacies operated by our retail business in The Netherlands.


In Russia revenue was #195 million, an increase of around 16% in local currency
on the comparable period in the previous year when the business was under prior
ownership.  The business traded profitably during the year, its integration into
the Wholesale Division proceeding according to plan.


In the Czech Republic revenue increased by 12.3% to #247 million, an increase of
7.6% on a like for like basis, which was well ahead of our estimate of market
growth, the business performing particularly well in the independent retail
pharmacy sector throughout the year.  Trading profit increased due to the
revenue growth, trading margin being lower as a result of higher costs.


Wholesale - Southern Europe


Trading profit in the Southern Europe geographical area of our Wholesale
Division totalled #78 million, a year on year increase of 4.0% on revenue down
1.1% to #5,733 million in what remain competitive markets.  Trading margin
increased by 0.1 percentage points to 1.4%.  Adjusting for acquisitions and
disposals, on a constant currency basis like for like revenue was down 0.1
percentage points year on year, like for like trading profit increased by 5.6%
and like for like trading margin increased by 0.1 percentage points.  Trading
profit in the second half of the year was #42 million, an increase of 5.0% on
the second half of the previous year on revenue up 0.1% to #2,910 million.


In France, revenue decreased by 1.4% to #3,746 million, a decrease of 0.8% on a
like for like basis, the proportion of product which manufacturers sell and
distribute direct to pharmacies continuing to increase.  In the second half of
our financial year, the French government announced an additional healthcare tax
for 2006 allocated between all pharmaceutical wholesalers and distributors.  Our
share of this tax was #4 million which resulted in a reduction in trading margin
in the second half of the year, our full year trading margin and trading profit
increasing year on year due to the replacement of the debtor securitisation
programme during the year which resulted in a corresponding increase in net
finance costs.


We continue to counter the trend in direct sales within the French market
through actions such as the roll-out of a more competitive generics offer and
the launch of Almus in France in April 2006.  As a result of these initiatives
our generics revenue increased year on year by over 20%.


Following the completion of our service offering review in the first half of the
year, the previously announced restructuring of the warehouse network is well
underway, which will improve operational efficiency and better position our
business to adapt as the market continues to evolve.  #10 million of exceptional
restructuring costs before tax were charged during the year, one depot being
closed.


In Italy revenue increased by 0.4% to #931 million, an increase of 0.3% on a
like for like basis, the market continuing to be impacted by government price
cuts.  Trading margin and profit were both higher than the previous year, mainly
as a result of a beneficial mix of business in the second half of the year.
Good progress has continued to be made in establishing our virtual chain of
pharmacies in Italy.  In May 2006 Almus was launched in the Italian market
followed by Alvita, our own label range of healthcare commodity products, in
July 2006.


In Spain total revenue increased by 7.7% to #1,053 million, an increase of 2.2%
on a like for like basis, revenue growth from existing customers being
particularly strong in the fourth quarter.  Trading margin and profit increased
year on year due to increased trading activities. During the year, the
integration into our Spanish operations of the Farmacen and CERFC businesses
acquired in 2005 was completed, with the closure of two depots, common IT
systems being introduced and administration centralised.


Revenue in Portugal of #3 million was from our wholly owned pre-wholesale and
contract logistics business.



Other Commercial Activities & Corporate Costs


Revenue from Other Commercial Activities totalled #114 million, a year on year
increase of 29.5%.


Within this, revenue from contract manufacturing for third party health and
beauty brands, which utilises capacity in our three Health & Beauty
manufacturing facilities, increased by 36.5% to #86 million as a result of
contract manufacturing for Reckitt Benckiser.  Volumes manufactured for internal
use increased by nearly 30%.  The profit contribution from contract
manufacturing has been allocated to our Health & Beauty business in the UK, as
in prior years.


At the time of the #1.9 billion disposal of Boots Healthcare International in
February 2006, Reckitt Benckiser entered into certain contract manufacturing
arrangements with us.  They have served notice of their intent to exit these
arrangements at the beginning of 2008.  To mitigate the impact of this decision
on the efficiency of our manufacturing operations, we announced in March 2007
the need for around 300 redundancies in our Nottingham facility when the
contract ends.


Revenue from our own brand export business increased by 12.0% to #28 million,
higher sales in North America from the opening of over 1,500 new "implants"
(i.e. dedicated merchandising display units) in third party retailers being
partially offset by lower sales in Asia.  At 31 March 2007 we had 2,413 "
implants", of which 1,689 were in North America.  Trading losses from our own
brand export business increased by #5 million to #8 million, as a result of
losses in Asia and adverse US Dollar currency movements.  In the second half of
the year the business broke even at the trading profit level compared to a loss
of #1 million in the second half of the previous year.


A review of our own brand export business completed in the fourth quarter of our
financial year concluded that its activities should be focused on our own
international businesses and selected large export markets.  Accordingly, we are
in the process of withdrawing from a number of smaller export markets in Asia
and Europe, which will result in a reduction of around 380 "implants".


Together the actions in respect of our manufacturing operations and own brand
export business have resulted in exceptional charges before tax of #23 million.


Corporate Costs, which include unrealised profit in stock adjustments, increased
year on year by #4 million to #39 million, due to higher unrealised profit in
stock adjustments as our Health & Beauty business increased the amount of
prescription medicines it buys from our UK wholesale business.  Fixed corporate
costs reduced as a result of merger synergies, these being largely offset by
higher incentive payments.  Fixed corporate costs are expected to reduce further
as more synergies are realised.


Intra-group


Intra-group revenue totalled #1,094 million, a year on year increase of #79
million, of which #45 million resulted from higher sales from our UK wholesale
business to our UK Health & Beauty retail business.


Associates


Our share of associates' revenue increased year on year by 4.5% to #2,118
million.  Our share of trading profit at #70 million reduced year on year by
1.4%, our share of adjusted earnings increasing by 4.5% to #49 million.  Our
results were adversely impacted by a 19% adverse change in the exchange rate
used to translate Hedef Alliance's results from Turkish Lira into Sterling
compared to the previous year, Hedef Alliance contributing over half our
associate earnings.


On a constant currency basis, adjusting for changes in associate interests,
including Alliance Healthcare Portugal as an associate from the end of June
2005, like for like revenue increased by 6.6%, like for like trading profit by
6.9% and like for like earnings before exceptional items by 11.9%.  Earnings
benefited from an underlying tax rate on associates' earnings of 20.2%, a year
on year decrease of 7.7 percentage points, which was mainly due to a reduction
in the Turkish tax rate.


Hedef Alliance increased its trading profit year on year in local currency
despite the more difficult economic climate in Turkey, its net finance costs
increasing as a result of higher interest rates.  Alliance Healthcare Portugal
performed particularly strongly, reflecting the benefits of the strategic
partnership we entered into with the Portuguese national association of
pharmacies in June 2005.  We do not comment on the performance of Galenica in
Switzerland and ANZAG in Germany as both associates are quoted companies which
report their own results separately.


Underlying net finance costs


Underlying net finance costs (which exclude IAS 39 timing differences from
hedging interest rate and currency exposures) were #42 million.  This was #19
million lower than the comparable figure for the previous year, of which #9
million was due to higher net returns on our defined benefit pension schemes,
partially as a result of additional contributions into the Boots Pension Scheme.
The balance of the reduction was mainly due to lower net borrowings following
the disposal of Boots Healthcare International and related special dividend and
the sale and leaseback of 312 retail outlets in July 2005, partially offset by
higher Euro interest rates, acquisition expenditure and interest costs which
replace the fixed element of securitisation charged against trading profit up
until the programmes were replaced by standard borrowings.  Interest cover
(which we define as trading profit divided by underlying net finance costs) was
15.3 times, compared to 9.9 times in the previous year.


Net finance costs are expected to increase in the new financial year, partially
due to higher interest rates and the full year impact of replacing the
securitisation programmes.


Underlying tax


The underlying tax rate, (which we define as the underlying tax charge (i.e.
excluding tax on exceptional items, IAS 39 timing differences and exceptional
tax credits), expressed as a percentage of trading profit net of underlying net
finance costs), was 30.2%.  This was 1.0 percentage points lower than in the
previous year, mainly due to the impact of a reduction in the capital gains tax
rate in France and the resolution of prior year issues.


Cash flow


Net cash generated by operations totalled #887 million.  This included a net
working capital inflow of #114 million, of which around half was due to the
factoring of receivables on a non recourse basis primarily in Italy, a #67
million decrease in provisions mainly comprising store refurbishment and system
rationalisation in Boots, and a one-off Boots pension outflow of #43 million.
The one-off pension outflow, which was in the first half of the year, was the
second and final instalment of the #85 million additional contributions which
Boots agreed to pay into the Boots Pension Scheme from the Boots Healthcare
International disposal proceeds.


The net cash outflow on acquisitions and disposals of businesses and associates
was #19 million.  The principal cash expenditure was #38 million on the Cordia
Healthcare wholesale acquisition in the UK and the acquisition of 41 retail
outlets, 30 of which were pharmacies in the UK.  This was partially offset by
#58 million of cash proceeds from the 68 pharmacies sold before the year end
under the divestment programme agreed with the Office of Fair Trading.


Net cash capital expenditure was #236 million, of which #110 million was for
growth and efficiency projects.  Around 75% of the net expenditure was incurred
in the UK in the Retail Division, the major area being our store investment
programme.


Overall, total cash inflow in the year was #297 million.  This compared to an
outflow of #1,232 million in the previous year, which included a special
dividend of #1,426 million.


Financial position


At the year end net borrowings (defined as borrowings, net of cash and cash
equivalents and derivative financial instruments) were #1,048 million and
shareholders' equity was #5,760 million.


Retirement benefit obligations


The total charge before tax for retirement benefit obligations was #76 million,
which was in line with the previous year.  This comprised #81 million of costs
within trading profit, a year on year increase of #9 million, and net finance
income of #5 million compared to a net finance expense in the previous year of
#4 million.


The Group's total net retirement benefit obligations at 31 March 2007 on an
accounting basis were #26 million before deferred tax.  This comprised a net
surplus of #20 million for the former Boots schemes and #46 million of net
obligations for the former Alliance UniChem schemes.


The net surplus in the former Boots schemes arose due to the #43 million
additional contribution payment made in the first half of the year and a 0.5
percentage point increase in the long-term bond yield used to discount estimates
of future pension obligations, partially offset by an allowance for future
improvements to longevity.


At the date of the merger, the net retirement benefit obligations for the former
Alliance UniChem schemes were #78 million.  The decrease in the net obligations
since then arose due to additional contributions and a 0.3 percentage point
increase in the long term bond yield used to discount estimates of future
retirement benefit obligations.



Additional pro forma financial information for continuing operations


Basis of preparation

The Group completed the acquisition of Alliance UniChem Plc on 31 July 2006.
The statutory results for the Group for the year ended 31 March 2007 therefore
include trading of the former Alliance UniChem Plc businesses for the period
from 31 July 2006 to 31 March 2007.


To assist investors in understanding the performance of the Group, pro forma
financial information has been prepared to show the results from continuing
operations of the Group as if the two former groups had always been combined.
This information has been prepared for the year ended 31 March 2007, with
comparatives on the same basis for the year ended 31 March 2006.  The pro forma
revenue and profit statement for continuing operations has been prepared on an
adjusted basis, which means before exceptional items, amortisation of customer
related intangible assets and IAS 39 timing differences, all net of tax, and
deferred tax restatements for customer related intangible assets.


Pro forma combined Group revenue and adjusted profit statement for continuing
operations for the year ended 31 March 2007

                                                                                            2007         2006
                                                                                        #million     #million
Revenue including share of associates' revenue                                            16,726       16,123
Less: share of associates' revenue                                                       (2,118)      (2,027)
Revenue                                                                                   14,608       14,096

Trading profit including share of associates' trading profit                                 711          674
Less: share of associates' trading profit                                                   (70)         (71)
Trading profit                                                                               641          603
Share of associates' post tax earnings before exceptional items                               49           47
                                                                                             690          650
Underlying net finance costs                                                                (42)         (61)
                                                                                             648          589
Underlying tax                                                                             (181)        (169)
Adjusted profit for the year                                                                 467          420

Attributable to:
Equity shareholders (adjusted earnings)                                                      467          419
Minority interests                                                                             -            1
                                                                                             467          420

Adjusted earnings per share                                                                48.7p        43.7p





Pro forma combined Group adjusted segmental analysis for continuing operations -
primary segments for the year ended 31 March 2007


Group revenue and trading profit

                                                                                            2007          2006
                                                                                        #million      #million
Revenue
Retail                                                                                      6,579        6,312
Wholesale                                                                                   9,009        8,711
Other Commercial Activities                                                                   114           88
Intra-group                                                                               (1,094)      (1,015)
                                                                                           14,608       14,096
Trading profit
Retail                                                                                        502          472
Wholesale                                                                                     186          169
Other Commercial Activities & Corporate Costs                                                (47)         (38)
                                                                                              641          603



Pro forma combined Group adjusted segmental analysis for continuing operations -
primary segments (continued) for the year ended 31 March 2007


Retail revenue and trading profit
                                                                                            2007         2006
                                                                                        #million     #million
Revenue
UK:
Health & Beauty                                                                            4,945        4,764
Community Pharmacy                                                                         1,011          967
                                                                                           5,956        5,731
International:
Republic of Ireland                                                                          155          142
Norway                                                                                       267          259
The Netherlands                                                                              138          123
Russia                                                                                         1
                                                                                                            -
Italy                                                                                         25           24
Thailand                                                                                      37           33
                                                                                             623          581
                                                                                           6,579        6,312
Trading profit
UK                                                                                           469          437
International                                                                                 33           35
                                                                                             502          472


Additional UK retail revenue analysis:
                                                                                            2007         2006
                                                                                        #million     #million
UK:
Health                                                                                     3,089        2,941
Beauty & Toiletries                                                                        1,729        1,640
Lifestyle                                                                                  1,138        1,150
                                                                                           5,956        5,731



Wholesale revenue and trading profit
                                                                                            2007         2006
                                                                                        #million     #million
Revenue
Northern Europe:
UK                                                                                         1,978        1,841
Norway                                                                                       222          223
The Netherlands                                                                              702          681
Russia                                                                                       195            -
Czech Republic                                                                               247          220
                                                                                           3,344        2,965
Southern Europe:
France                                                                                     3,746        3,799
Italy                                                                                        931          927
Spain                                                                                      1,053          978
Portugal                                                                                       3           94
                                                                                           5,733        5,798
Intra-segment                                                                               (68)         (52)
                                                                                           9,009        8,711
Trading profit
Northern Europe                                                                              108           94
Southern Europe                                                                               78           75
                                                                                             186          169


Pro forma combined Group adjusted segmental analysis for continuing operations -
primary segments (continued) for the year ended 31 March 2007


Other Commercial Activities & Corporate Costs
                                                                                            2007         2006
                                                                                        #million     #million
Revenue
Contract manufacturing                                                                        86           63
Own brand exports                                                                             28           25
                                                                                             114           88
Trading loss
Other Commercial Activities                                                                  (8)          (3)
Corporate Costs                                                                             (39)         (35)
                                                                                            (47)         (38)



Pro forma combined Group adjusted cash flow for continuing operations
for the year ended 31 March 2007
                                                                                            2007         2006
                                                                                        #million     #million
Cash generated by operations                                                                 887          770
Tax and interest                                                                           (131)        (183)
Dividends (net)                                                                            (225)      (1,671)
Acquisitions and disposals                                                                  (19)         (90)
Capital expenditure                                                                        (236)        (266)
Fixed asset disposal proceeds                                                                 20          317
Other investments (net)                                                                        9         (40)
Other                                                                                        (8)         (69)
Total cash inflow/(outflow)                                                                  297      (1,232)


The pro forma combined cash flow excludes cash outflows related to the merger,
which comprise capitalised transaction costs and costs in relation to merger
synergies.


Key reconciliations between pro forma and statutory financial results
for the year ended 31 March 2007

                                                                                            2007         2006
                                                                                        #million     #million
Revenue - continuing operations
Pro forma revenue                                                                         14,608       14,096
Relating to pre acquisition                                                              (3,106)      (9,069)
Statutory revenue                                                                         11,502        5,027


                                                                                            2007         2006
                                                                                        #million     #million
Trading profit/profit from operations - continuing operations
Pro forma trading profit                                                                     641          603
Relating to pre acquisition                                                                 (92)        (267)
                                                                                             549          336
Exceptional items                                                                           (77)           33
Amortisation of customer related intangible assets                                          (31)            -
                                                                                             441          369
Share of associates' post tax earnings                                                        39            -
Statutory profit from operations                                                             480          369


                                                                                           2007         2006
                                                                                       #million     #million
Earnings/profit attributable to equity shareholders
Pro forma adjusted earnings - continuing operations                                         467          419
Relating to pre acquisition                                                                (69)        (199)
                                                                                            398          220
Exceptional items                                                                          (77)           33
Amortisation of customer related intangible assets                                         (31)            -
Share of associates' exceptional post tax earnings                                            6            -
IAS 39 timing differences                                                                     1            -
Tax credit on restatement of deferred tax for customer related                                6            -
intangible assets
Tax on exceptional items, amortisation of customer related                                   35           39
intangible assets and IAS 39 timing differences
Other exceptional tax credits                                                                28           12
                                                                                            366          304
Discontinued operations                                                                      21        1,470
Statutory profit for the year attributable to equity shareholders                           387        1,774




Exceptional items - statutory


Net exceptional costs from continuing operations contained within the statutory
financial results are set out below:



Exceptional items
for the year ended 31 March 2007
                                                                                Other Commercial        
                                                                                    Activities &
                                                       Retail     Wholesale      Corporate Costs        Total           
                                                     #million      #million             #million     #million
Costs in relation to merger synergies                    (17)           (1)                  (5)         (23)
Pharmacy systems harmonisation                            (2)             -                    -          (2)
Systems rationalisation and supply chain                 (25)             -                    -         (25)
reconfiguration
French wholesale network restructuring                      -          (10)                    -         (10)
Restructuring of Other Commercial Activities                -             -                 (23)         (23)
Health & Beauty pharmacy disposals                          7             -                    -            7
Other                                                       -           (1)                    -          (1)
Net exceptional costs within profit from                 (37)          (12)                 (28)         (77)
operations before share of associates' post tax
earnings
Net exceptional income within share of                                                                      6
associates' post tax earnings
Net exceptional costs within profit from                                                                 (71)
operations
Related tax credits                                                                                        26
Other exceptional tax credits                                                                              28
                                                                                                         (17)




Group income statement
for the year ended 31 March 2007

                                                                                             2007        2006
                                                                                 Note    #million    #million
Continuing operations

Revenue                                                                             4      11,502       5,027
Profit from operations before share of associates' post tax earnings                4         441         369
Share of associates' post tax earnings                                                         39           -
Profit from operations                                                              4         480         369
Finance income                                                                                251         187
Finance costs                                                                               (276)       (207)
Profit before tax                                                                             455         349
Tax                                                                                 7        (89)        (45)
Profit after tax from continuing operations                                                   366         304
Discontinued operations
Profit after tax from discontinued operations                                                  21       1,470
Profit for the year                                                                           387       1,774

Attributable to:
Equity shareholders of the Company                                                            387       1,774
Minority interests                                                                              -           -
                                                                                              387       1,774


Earnings per share - total                                                          8
Basic                                                                                       48.4p      259.4p
Diluted                                                                                     48.2p      259.0p
Earnings per share - continuing                                                     8
Basic                                                                                       45.8p       44.4p
Diluted                                                                                     45.6p       44.4p


Dividends paid to equity shareholders in the year and shown in the cash flow
statement totalled #149 million (2006 #1,640 million).


The Board would ordinarily be recommending, in the normal course of business, a
final dividend covering the period from 31 July 2006 until 31 March 2007.
However, the terms of the recommended offer for the Company by AB Acquisitions
Limited, announced on 20 April 2007, are such that the offer price is inclusive
of any final dividend.  Accordingly, no such final dividend will be paid.
However, if the Company is not acquired by AB Acquisitions Limited (or any
alternative offeror), the Board intends that the Company pay in due course an
interim dividend, in respect of the year ended 31 March 2007, of an amount equal
to the final dividend that would have been paid.


Group statement of recognised income and expense
for the year ended 31 March 2007

                                                                                              2007         2006
                                                                                          #million     #million
Exchange differences on overseas operations:
-      currency translation differences                                                       (11)            8
-   currency translation differences recycled on disposal
    of Boots Healthcare International                                                            -         (12)
Defined benefit pension schemes:
-      actuarial gains and losses                                                               55         (77)
Available-for-sale investments:
-      gains on revaluation deferred in equity                                                   6            -
                                                                                                50         (81)
Tax (charge)/credit on items taken directly to equity                                         (12)           23
Income and expense recognised directly in equity                                                38         (58)
Profit for the year                                                                            387        1,774
Total recognised income and expense for the year                                               425        1,716

Attributable to:
Equity shareholders of the Company                                                             425        1,717
Minority interests                                                                               -          (1)
                                                                                               425        1,716


Group balance sheet
as at 31 March 2007
                                                                                             2007         2006
                                                                                         #million     #million
Assets
Non-current assets
Goodwill                                                                                    2,388            -
Other intangible assets                                                                     1,508          147
Property, plant and equipment                                                               1,671        1,268
Investments in associates                                                                     628            -
Available-for-sale investments                                                                 55            -
Other receivables                                                                              58           32
Derivative financial instruments                                                                3            2
Deferred tax assets                                                                             4           55
                                                                                            6,315        1,504
Current assets
Inventories                                                                                 1,360          594

Trade and other receivables                                                                 1,985          461
Current tax assets                                                                              2           14
Cash and cash equivalents                                                                     404          856
Derivative financial instruments                                                                2            1
Assets held for sale                                                                           29            1
                                                                                            3,782        1,927
Total assets                                                                               10,097        3,431
Liabilities
Current liabilities
Borrowings                                                                                  (565)        (183)
Trade and other payables                                                                  (2,112)        (632)
Current tax liabilities                                                                     (115)         (56)
Provisions                                                                                   (75)         (62)
Derivative financial instruments                                                              (7)          (1)
                                                                                          (2,874)        (934)
Net current assets                                                                            908          993
Non-current liabilities
Borrowings                                                                                  (764)        (575)
Other payables                                                                               (30)         (30)
Deferred tax liabilities                                                                    (456)         (97)
Retirement benefit obligations                                                               (26)         (56)

Provisions                                                                                   (54)         (87)
Derivative financial instruments                                                            (121)            -
                                                                                          (1,451)        (845)

Net assets                                                                                  5,772        1,652


Equity
Share capital                                                                                 360          181
Share premium                                                                                   2            2
Shares to be issued                                                                            11            -
Retained earnings                                                                           1,393        1,131
Merger reserve                                                                              3,972          311
Capital redemption reserve                                                                     29           29
Other reserves                                                                                (7)          (2)
Shareholders' equity                                                                        5,760        1,652
Minority interests                                                                             12            -
Total equity                                                                                5,772        1,652



Group cash flow statement
for the year ended 31 March 2007

                                                                                             2007        2006
                                                                                         #million    #million
Operating activities - continuing operations
Profit from operations                                                                        480         369
Adjustments to reconcile profit from operations to cash generated from
operations:
Share of associates' post tax earnings                                                       (39)           -
Depreciation, amortisation and impairments                                                    261         180
Share-based compensation                                                                        9           5
Profit on disposal of businesses                                                              (7)           -
Profit on disposal of property, plant and equipment                                             -       (171)
Decrease in inventories                                                                         9          65
Increase in receivables                                                                      (10)        (27)
Increase in payables and provisions                                                            26         127
Decrease in retirement benefit obligations                                                   (47)        (47)
Cash generated from operations - continuing operations                                        682         501
Tax paid                                                                                     (55)        (69)
Interest paid                                                                                (92)        (37)
Net cash from operating activities - continuing operations                                    535         395
Investing activities - continuing operations
Acquisition of businesses                                                                    (96)           -
Net cash of businesses acquired                                                                76           -
Disposal of businesses                                                                         58           -
Purchase of investments in associates                                                         (2)           -
Purchase of available-for-sale investments                                                    (7)           -
Dividends received from associates                                                             14           -
Purchase of property, plant and equipment and intangible assets                             (213)       (181)
Disposal of property, plant and equipment                                                      18         308
Interest received                                                                              64          21
Net cash (used in)/from investing activities - continuing operations                         (88)         148
Financing activities - continuing operations
Interest element of finance lease obligations                                                 (7)         (4)
Dividends paid to equity shareholders                                                       (149)     (1,640)
Payment of Alliance UniChem dividend declared prior to acquisition                           (47)           -
Net (repayment of)/proceeds from borrowings                                                 (786)           1
Repayment of capital element of finance lease obligations                                    (26)        (12)
Repurchase of own shares                                                                        -        (50)
Disposal of own shares                                                                          3           -
Net cash used in financing activities - continuing operations                             (1,012)     (1,705)
Net cash outflow from continuing operations                                                 (565)     (1,162)
Net cash inflow from discontinued operations(1)                                                 -          39
Cash flows arising from disposal of discontinued operations                                  (13)       1,854
Net (decrease)/increase in cash and cash equivalents in the year                            (578)         731
Cash and cash equivalents at 1 April                                                          813          80
Currency translation differences                                                                -           2
Cash and cash equivalents at 31 March                                                         235         813

1    During the year ended 31 March 2006, discontinued operations had cash
inflows from operating activities of #67 million, cash outflows from investing
activities of #7 million and cash outflows from financing activities of #21
million.


Notes to the financial information
for the year ended 31 March 2007


(1) BASIS OF PREPARATION

The financial information in the preliminary announcement does not constitute
the Group's statutory financial statements for the years ended 31 March 2007 or
2006 but is derived from those financial statements. Statutory financial
statements for 2006 have been delivered to the registrar of companies, and those
for 2007 will be delivered in due course. The auditors have reported on those
financial statements; their report was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by way of emphasis
without qualifying their report and (iii) did not contain a statement under
section 237(2) or (3) of the Companies Act 1985.


(2) EXCHANGE RATES

The significant exchange rates relative to Sterling used in the preparation of
the financial statements were as follows:

                                                                         Average               Year end
                                               2007                         
                                       Eight months           2007          2006
                                              ended     Year ended    Year ended
                                           31 March       31 March      31 March         2007      2006
Euro                                          1.487          1.475         1.464        1.472     1.445
Turkish Lira                                  2.843                                     2.737
US Dollar                                     1.936          1.893         1.778        1.963     1.734



(3) RECONCILIATION OF MOVEMENTS IN TOTAL EQUITY

                                                                                         2007      2006
                                                                                     #million  #million
At 1 April                                                                              1,652     1,621
Total recognised income and expense for the year                                          425     1,716
Share-based compensation                                                                    9         5
Dividends to equity shareholders                                                        (149)   (1,640)
Businesses acquired                                                                     3,832         -
Disposal of own shares                                                                      3         -
Repurchase of own shares                                                                    -      (50)
At 31 March                                                                             5,772     1,652




Notes to the financial information (continued)
for the year ended 31 March 2007


(4) SEGMENTAL ANALYSIS - PRIMARY SEGMENTS


Revenue and profit for the year ended 31 March 2007

                                                                             Other   
                                                                        Commercial
                                                                      Activities &       
                                                                         Corporate
                                                  Retail    Wholesale        Costs   Eliminations        Total
                                                #million     #million     #million       #million     #million
Continuing operations
External revenue                                   6,085        5,303          114              -       11,502
Inter-segment sales                                   14          735            -          (749)            -
Total revenue                                      6,099        6,038          114          (749)       11,502
Trading profit/(loss)                                462          128         (41)              -          549
Exceptional items (note 5)                          (37)         (12)         (28)              -         (77)
Amortisation of customer related                       -         (31)            -              -         (31)
intangible assets
Profit/(loss) from operations before share of        425           85         (69)              -          441
associates' post tax earnings
Share of associates' post tax earnings(1)                                                                   39
Profit from operations                                                                                     480
Finance income                                                                                             251
Finance costs                                                                                            (276)
Profit before tax                                                                                          455
Tax(2)                                                                                                    (89)
Profit after tax from continuing operations                                                                366
Discontinued operations
Profit after tax from discontinued operations(3)                                                            21
Profit for the year                                                                                        387


1   Share of associates' post tax earnings includes exceptional income of #6
million, comprising a profit on disposal of businesses of #3 million and an
exceptional tax credit of #3 million.

2   Tax on exceptional items, amortisation of customer related intangible assets
and IAS 39 timing differences amounted to a #35 million credit.  Tax also
included a credit of #14 million in respect of pharmacy disposals where the
taxable gains arising are covered by previously unrecognised losses, a release
of #14 million of tax provisions in respect of exceptional items recognised in
prior years, and #6 million of tax credits in respect of restating deferred tax
for customer related intangible assets following tax rate reductions in certain
continental European countries.

3   Profit after tax from discontinued operations included a #17 million
release of a prior year tax provision no longer required and #4 million of other
items net of tax.



Revenue and profit for the year ended 31 March 2006

                                                                                           Other        
                                                                                      Commercial
                                                                                    Activities &      
                                                                                       Corporate
                                                                             Retail        Costs        Total
                                                                           #million     #million     #million
Continuing operations
External revenue                                                              4,939           88        5,027
Trading profit/(loss)                                                           352         (16)          336
Exceptional items                                                                65         (32)           33
Profit/(loss) from operations                                                   417         (48)          369
Finance income                                                                                            187
Finance costs                                                                                           (207)
Profit before tax                                                                                         349
Tax(1)                                                                                                   (45)
Profit after tax from continuing operations                                                               304
Discontinued operations
Profit after tax from discontinued operations(2)                                                        1,470
Profit for the year                                                                                     1,774


1   Tax on exceptional items amounted to a #39 million credit, relating to
continuing operations. The tax charge also included a #12 million credit for
adjustments in respect of prior periods.

2   Profit after tax from discontinued operations included an attributable tax
credit of #31 million in respect of the disposal costs.


Notes to the financial information (continued)
for the year ended 31 March 2007


(5) EXCEPTIONAL ITEMS
                                                                                             2007         2006
                                                                                         #million     #million
Costs in relation to merger synergies                                                        (23)            -
Pharmacy systems harmonisation                                                                (2)            -
Systems rationalisation and supply chain reconfiguration(1)                                  (25)         (91)
French wholesale network restructuring(2)                                                    (10)            -
Restructuring of Other Commercial Activities(3)                                              (23)            -
Health & Beauty pharmacy disposals(4)                                                           7            -
Store refurbishment costs                                                                       -         (33)
Profit on disposal of property, plant and equipment                                             -            7
Profit on sale and leaseback(5)                                                                 -          150
Other                                                                                         (1)            -
                                                                                             (77)           33

1  Associated with the systems rationalisation and supply chain reconfiguration
programme within the Health & Beauty business.

2  Arising from the restructuring of the warehouse network in France.

3  Arising on restructuring decisions in contract manufacturing and own brand
export business.

4  Profit on disposal of Health & Beauty pharmacies sold in accordance with the
undertakings given to the Office of Fair Trading.

5  Profit on sale and leaseback of 312 stores in July 2005.



(6) ACQUISITION OF BUSINESS

On 31 July 2006 the Company acquired 100% of the ordinary shares of Alliance
UniChem Plc ("Alliance UniChem") by means of a scheme of arrangement between
Alliance UniChem and its shareholders. The scheme of arrangement was achieved by
cancelling Alliance UniChem shares and issuing new shares in Boots Group PLC to
existing Alliance UniChem shareholders under a fixed share ratio of 1.332 Boots
Group PLC shares for each Alliance UniChem share.  On completion of the
transaction Boots Group PLC was renamed Alliance Boots plc.


The total purchase consideration of #3,850 million included #3,840 million for
the issue of 481.8 million ordinary shares at a fair value of #7.97 per share,
#11 million for ordinary shares to be issued in respect of outstanding share
options, less #31 million for ordinary shares held in employee share trusts.  In
addition, #30 million of costs were incurred on the acquisition.


Alliance UniChem is a pan European distributor of healthcare products and
provider of healthcare related services. The book values of the identifiable
assets and liabilities and their fair value to the Group at the date of
acquisition were as follows:
                                                                         Book value   
                                                                             before   Fair value   
                                                                        acquisition   adjustment   Fair value    
                                                                           #million     #million     #million
Intangible assets                                                               790          572        1,362
Property, plant and equipment                                                   348           64          412
Investments in associates                                                       398          205          603
Available-for-sale investments                                                   42            -           42
Inventories                                                                     749            1          750
Assets held for sale                                                             52           33           85
Trade and other receivables                                                   1,525            -        1,525
Cash and cash equivalents                                                       191            -          191
Borrowings                                                                  (1,483)         (20)      (1,503)
Trade and other payables                                                    (1,411)         (58)      (1,469)
Current and deferred tax liabilities                                          (148)        (295)        (443)
Retirement benefit obligations                                                 (78)            -         (78)
                                                                                975          502        1,477
Minority interests                                                                                       (12)
Goodwill arising on acquisition                                                                         2,385
                                                                                                        3,850
Satisfied by:
Fair value of shares issued/to be issued                                                                3,820
Costs associated with the acquisition                                                                      30
                                                                                                        3,850



Notes to the financial information (continued)
for the year ended 31 March 2007


(7) TAX
                                                                                             2007         2006
                                                                                         #million     #million
UK corporation tax                                                                             85           58
Overseas tax                                                                                   26            6
Deferred tax                                                                                 (22)         (19)
                                                                                               89           45


The underlying tax charge, calculated before exceptional items, amortisation of
customer related intangible assets, IAS 39 timing differences, deferred tax
restatements for customer related intangible assets and other exceptional tax
credits, reconciles to the tax charge in the year as follows:

                                                                                             2007         2006
                                                                                         #million     #million
Underlying tax charge                                                                         158           96
Tax on:
- exceptional items                                                                          (26)         (39)
- amortisation of customer related intangible assets                                          (9)            -
- restating deferred tax on customer related intangible assets                                (6)            -
Other exceptional credits                                                                    (28)         (12)
                                                                                               89           45



(8) EARNINGS PER SHARE

Earnings per share is calculated by dividing the profit for the year
attributable to equity shareholders by the weighted average number of shares in
issue during the year.  Diluted earnings per share is calculated by dividing the
profit for the year attributable to equity shareholders by the weighted average
number of shares in issue added to the dilutive potential shares assuming they
had all converted to issued shares at the beginning of the year.

                                                                    2007                                   2006
                                                     Weighted                              Weighted     
                                                      average                               average    
                                                    number of   Earnings                  number of    Earnings
                                          Profit       shares  per share        Profit       shares   per share
                                        #million      million      pence      #million      million       pence
Total
Basic                                        387          800       48.4         1,774          684       259.4
Potentially dilutive share options             -            2                        -            1
Diluted                                      387          802       48.2         1,774          685       259.0

Continuing operations
Basic                                        366          800       45.8           304          684        44.4
Potentially dilutive share options             -            2                        -            1
Diluted                                      366          802       45.6           304          685        44.4

Discontinued operations
Basic                                         21          800        2.6         1,470          684       215.0
Potentially dilutive share options             -            2                        -            1
Diluted                                       21          802        2.6         1,470          685       214.6





Notes to the financial information (continued)
for the year ended 31 March 2007


(9) DIVIDENDS

The following dividends to equity shareholders were recognised in the year:

                                                                               2007                       2006
                                                                  pence                      pence
                                                              per share    #million      per share    #million
Final dividend - year ended 31 March 2006/2005                     21.0         101           21.0         150
Interim dividend - year ended 31 March 2007/2006                      -           -            9.1          64
Special dividend                                                   10.0          48          200.0       1,426
                                                                                149                      1,640


The Board would ordinarily be recommending, in the normal course of business, a
final dividend covering the period from 31 July 2006 until 31 March 2007.
However, the terms of the recommended offer for the Company by AB Acquisitions
Limited, announced on 20 April 2007, are such that the offer price is inclusive
of any final dividend.  Accordingly, no such final dividend will be paid.
However, if the Company is not acquired by AB Acquisitions Limited (or any
alternative offeror), the Board intends that the Company pay in due course an
interim dividend, in respect of the year ended 31 March 2007, of an amount equal
to the final dividend that would have been paid.



(10) RECONCILIATION OF NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS TO
THE (INCREASE)/DECREASE IN NET (BORROWINGS)/CASH

Set out below is a reconciliation of the net (decrease)/increase in cash and
cash equivalents to the (increase)/decrease in net (borrowings)/cash.  Net
(borrowings)/cash are defined by the Group as borrowings net of cash and cash
equivalents and derivative financial instruments.

                                                                                              2007        2006
                                                                                          #million    #million
Net (decrease)/increase in cash and cash equivalents                                         (578)         731
Cash and cash equivalents outflow from decrease in debt and lease financing                    812          31
Movement in net (borrowings)/cash resulting from cash flows                                    234         762
Borrowings acquired with businesses                                                        (1,390)           -
                                                                                           (1,156)         762
Finance leases entered into                                                                    (8)        (24)
Currency translation differences and fair value adjustments                                     16           3

on financial instruments
Movement in net (borrowings)/cash in the year                                              (1,148)         741
Net cash/(borrowings) at 1 April                                                               100       (641)
Net (borrowings)/cash at 31 March                                                          (1,048)         100



(11) ANALYSIS OF MOVEMENT IN NET (BORROWINGS)/CASH

                                                          Borrowings    Borrowings
                                                  Cash        within        within    Derivative            Net
                                              and cash       current   non-current     financial  (borrowings)/         
                                           equivalents   liabilities   liabilities   instruments           cash
                                              #million      #million      #million      #million       #million
At 1 April 2006                                    856         (183)         (575)             2            100
Decrease in cash and cash equivalents            (452)         (126)             -             -          (578)
Decrease in borrowings                               -           448           364             -            812
Borrowings acquired with businesses                  -         (457)         (808)         (125)        (1,390)
Finance leases entered into                          -           (4)           (4)             -            (8)
Other non-cash movements                             -         (248)           248             -              -
Currency translation differences and                 -             5            11             -             16
fair value adjustments on financial
instruments
At 31 March 2007                                   404         (565)         (764)         (123)        (1,048)


In the Group cash flow statement, cash and cash equivalents include bank
overdrafts which are classified within borrowings within current liabilities in
the balance sheet which amounted to #169 million at 31 March 2007 (2006 #43
million).



Notes to the financial information (continued)
for the year ended 31 March 2007


(12) NET CASH (OUTFLOW)/INFLOW ON ACQUISITIONS AND DISPOSALS

An analysis of the net cash (outflow)/inflow on acquisitions and disposals of
businesses in the year is shown below:

                                                                                        2007          2006
                                                                                    #million      #million
Acquisition of businesses                                                               (96)             -
Net cash of businesses acquired                                                           76             -
Disposal of businesses                                                                    58             -
Purchase of investments in associates                                                    (2)             -
Borrowings acquired with businesses                                                  (1,390)             -
Cash outflows on acquisitions and disposals - continuing operations                  (1,354)             -
Cash flows arising from disposal of discontinued operations                             (13)         1,854
                                                                                     (1,367)         1,854




Glossary of key terms


Adjusted earnings per share

Adjusted earnings divided by the weighted average number of shares in issue
during the year.


Adjusted earnings

Profit for the year attributable to equity shareholders before exceptional
items, amortisation of customer related intangible assets and IAS 39 timing
differences, all net of tax, and deferred tax restatements for customer related
intangible assets.


Exceptional items

Items classified by Alliance Boots as exceptional in nature.  These are not
regarded as forming part of the trading activities of the Group, and so merit
separate presentation to allow shareholders to understand the elements of
financial performance and to assess the trends in financial performance.  In
2006/07 these mainly comprised costs in relation to merger synergies, systems
rationalisation and supply chain reconfiguration projects, and restructuring
activities.  In the previous year these mainly comprised the supply chain
reconfiguration project, store refurbishment costs and profit on sale and
leaseback.


IAS 39 timing differences

Derivative financial instruments are used to hedge interest rate and currency
exposures.  IAS 39 dictates whether changes in the fair value of these
instruments can be matched in the income statement by changes in the fair value
of the item being hedged.  Where they cannot be matched, or do not fully match,
the unmatched amount represents a timing difference that will reverse over the
life of the financial instruments.


Interest cover

Trading profit divided by underlying net finance costs.


Like for like revenue

Like for like revenue on a constant currency basis compared to the comparable
period in the previous year.


Net (borrowings)/cash

Borrowings, net of cash and cash equivalents and derivative financial
instruments.


Net finance costs

Finance costs net of finance income.


Trading margin

Trading profit expressed as a percentage of revenue.


Trading profit

Profit from operations before exceptional items, amortisation of customer
related intangible assets and share of associates' post tax earnings.


Underlying net finance costs

Net finance costs adjusted to exclude IAS 39 timing differences.


Underlying tax charge

The underlying tax charge excluding tax on exceptional items, amortisation of
customer related intangible assets, IAS 39 timing differences, deferred tax
restatements for customer related intangible assets and other exceptional tax
credits.


Underlying tax rate

The underlying tax charge expressed as a percentage of trading profit net of
underlying net finance costs.


Principal businesses and associates


Segment                              Country                           Principal business


Retail         - UK                  UK - Health & Beauty              Boots the Chemists (incorporating
                                                                       Boots Opticians)

                                        - Community Pharmacy           Alliance Pharmacy

               - International       Republic of Ireland               Boots Retail (Ireland)
                                     Norway                            Alliance Apotek
                                     The Netherlands                   De Vier Vijzels
                                     Italy                             Alliance Farmacie Comunali
                                     Thailand                          Boots


Wholesale      - Northern Europe     UK                                UniChem
                                     Norway                            Holtung
                                     The Netherlands                   Interpharm
                                     Russia                            Alliance Healthcare Russia
                                     Czech Republic                    Alliance Healthcare CZ

               - Southern Europe     France                            Alliance Healthcare France
                                     Italy                             Alleanza Salute Italia
                                     Spain                             Alliance Healthcare Espana


Other Commercial Activities          UK, France & Germany              Boots Manufacturing
                                     Various others                    Boots Retail International


Associates                           Turkey                            Hedef Alliance
                                     Germany                           ANZAG
                                     Switzerland                       Galenica
                                     Portugal                          Alliance Healthcare Portugal
                                     Egypt                             UCP
                                     Romania                           Farmexpert


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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