RNS Number:5651A
Woolworths Group PLC
29 March 2006

                              Woolworths Group plc


                        Preliminary Results Announcement

                                 29 March 2006

                         for year ended 28 January 2006


                   Embargoed until 07.00hrs on 29 March 2006



Financial Highlights Under IFRS

*   Total Group sales from continuing operations #2,630.7 million, down 4.1 per cent.
*   Like-for-like sales down 3.9 per cent.  Sales in Entertainment Wholesale and Publishing up 9.5 per cent.
*   Adjusted profit* #57.7 million compared with #68.0 million last year.
*   Profit before tax #61.5 million compared with a loss of #2.9 million last year.
*   Adjusted basic earnings per share** 2.8p (2005: 3.3p).
*   Proposed final dividend of 1.34p per share, up 6.3 per cent.
*   Strong cash generation resulting in year-end net funds #147.7 million (2005: #115.5 million) and average
    net debt down to #37 million from #53 million.
*   Capital expenditure #59.6 million (2005: #72.6 million).


Operating Highlights

*   Despite low levels of consumer confidence and high levels of competition Woolworths gross margin
    increased by approximately 20 basis points.
*   Early action on costs resulted in approximately #37 million of savings.
*   Significant enhancement to Multichannel retail offer including in-store ordering, with sales up by over
    200 per cent.
*   48 stores refitted to 10/10 together with 2 new openings bringing total number of 10/10 stores to 110.
*   Strong trading performance from Entertainment Wholesale and Publishing.



Trevor Bish-Jones, Chief Executive of Woolworths Group said:

"This was a year in which the tough conditions on the high street overshadowed
the continued improvements in the underlying infrastructure of our business and
a creditable trading performance.   Nevertheless, we have improved margins and
cashflow, significantly reduced our costs and again demonstrated the robustness
of the Woolworths business.  EUK and 2entertain have both continued to grow
sales and profits.



We have made significant changes to our distribution network and have put in
place the building blocks for an online and in-store ordering retail
proposition.  In the year ahead we are planning for tough trading conditions
whilst focusing on improving the quality of our business for the future."



For further information contact:


Stephen East, Group Finance Director                                  020 7479 5179
Kirstie Hamilton, Tulchan Communications                              020 7353 4200
Celia Gordon-Shute, Tulchan Communications                            020 7353 4200


* Adjusted profit is calculated before tax, exceptional items, adjustment for fixed rental uplifts
and amortisation of intangible assets arising on the creation of joint venture


**Adjusted basic earnings per share is calculated before exceptional items, adjustment for fixed
rental uplifts and amortisation of intangible assets arising on the creation of joint venture.






Overview of Financial Performance


Profit under IFRS from continuing operations before tax and exceptional items
fell from #54.9 million to #43.7 million. Adjusted profit (which is before tax,
exceptional items, adjustment for fixed rental uplifts and amortisation of
intangible assets arising on the creation of joint venture) fell from #68.0
million to #57.7 million.


In the 52 weeks ended 28 January 2006, total Group sales from continuing
operations were #2,630.7 million.  This represents a decrease of 4.1 per cent,
reflecting the difficult trading conditions but also, in part, the actions taken
during this and the prior year to rationalise the retail business going forward.
Overall Retail sales fell 8.3 per cent and sales in Entertainment Wholesale
and Publishing grew 9.5 per cent.


Net funds increased year on year by #32.2 million to #147.7 million.  This was
after funding #59.6 million of capital investment in improving stores and
business infrastructure.   Average net debt fell from #53 million to #37
million.


A final dividend of 1.34 pence per share has been recommended by the Board.
This will be paid, subject to shareholder consent, on 22 June 2006 to
shareholders on the register at close of business on 21 April 2006.  This
proposed dividend together with the interim dividend of 0.41 pence per share
paid on 9 December 2005 brings the total dividend for the year to 1.75 pence per
share, which is an increase of 6.1 per cent over last year.  This reflects the
Board's confidence in the Group's ongoing cash generating ability.


                                 2006      2005             % change
                                   #m        #m


Group sales                   2,630.7   2,742.4                (4.1)


Profit from                      43.7      54.9               (20.4)
continuing
operations before
tax and exceptional
items under IFRS


Adjusted profit*                 57.7      68.0               (15.1)


Exceptional Items                17.8    (57.8)                    -
(continuing
operations)


Profit/(loss) before             61.5     (2.9)                    -
tax


Adjusted basic                   2.8p      3.3p               (15.2)
earnings per share**


Earnings/(loss) per              0.7p    (0.6)p                    -
share (basic)


* Adjusted profit is calculated before tax, exceptional items,
adjustment for fixed rental uplifts and amortisation of intangible
assets arising on the creation of joint venture.

** Adjusted basic earnings per share is calculated before exceptional
items, adjustment for fixed rental uplifts and amortisation of
intangible assets arising on the creation of joint venture.



Operating Review


RETAIL

Retail sales from continuing operations were reduced by several factors during
the year, most notably as a result of the reconfigured out-of-town estate where,
following the disposal programme, fewer stores were trading and were doing so
off reduced retail space.  Like-for-like sales (including internet and in-store
ordering) were down 3.9 per cent.  Adjusted profits from the continuing retail
operations fell to #17.1 million from #39.8 million.


Woolworths Mainchain

A low level of consumer confidence and high levels of competition provided a
challenging backdrop to the year. Trading across the year was characterised by
lower year-on-year levels of demand in most months.  At the key Christmas period
we saw a pick-up in business in the last weeks of December and in the early
post-Christmas sale period.   Fortunately, the business had anticipated this
environment and so was able to take steps early in the year to mitigate the
impact through cost controls.  Significant investment in infrastructure and
proposition development continued to drive efficiency across the business and
enhance the offer for our customers.


Given the underlying levels of sales demand, it was essential to maintain our
robust approach to cost control.  This year, costs were reduced through early
action by approximately #37 million. These savings were secured by a variety of
measures taken across the business but not to the detriment of the customer.
Despite tight control of salary budgets, store standards and customer service
improved, with mystery shopper scores at all-time highs.  This is testament to
the commitment of all colleagues to the business.


Trading performance at a category level was mixed.  The strongest performance
across the year came from the Toy department.  Toys are at the heart of the Kids
and Celebrations strategy and with our exclusive Chad Valley brand, the business
was able to build both sales and margin.  The toughest markets were Clothing,
which suffered from marked price deflation, and the Home market which
experienced very weak levels of consumer demand.  The Entertainment market
suffered from comparatively weaker releases and continued price competition.  In
a challenging sales environment, we worked hard to manage margin delivery in
Woolworths.  Overall gross margin increased by approximately 20 basis points
across the year.


We believe that a key influence on the changing shape of the Christmas season
sales is the impact of Online Shopping.  To benefit from this growing consumer
channel, we significantly enhanced our online capability during the year.  The
number of products available for sale through www.woolworths.co.uk was increased
to 4,600 general merchandise lines with over 2,000 additional electrical
products added in January.  This was in addition to 245,000 Entertainment
products.  Thanks to recent investments in our IT systems capability, we were
able to make our online offer available through all of our in-store tills,
significantly widening the choice of products available, particularly in smaller
stores.  As a consequence, total sales made through our web-based offering rose
by over 200 per cent across the year.  A base business of some scale has now
been created.


It is planned to build on this position by continuing to enhance the product
offer alongside building new customer service capabilities as part of the
multichannel retailing strategy.    With over 800 stores, there is real
potential for an "order at home collect at store" service. The majority of our
customers are only minutes away from one of our shops, giving the opportunity to
offer an easily accessible, cost effective collection service on a very wide
range of products.



Store Refurbishment

The development of our customer proposition centred on the continued rollout of
the 10/10 store concept.  During the year, 48 stores were refitted which,
together with 2 new stores, brings the total number of 10/10 stores to 110.
Their year one sales uplift is now a consistent 6 per cent above the Mainchain
control group.  It is anticipated that during 2006/07, a further 100 stores will
be updated.


The costs and nature of the 10/10 format mean it is not an appropriate refit
solution for smaller stores.  As a consequence, a small store concept called 5/5
has been developed which integrates internet kiosk and conventional
catalogue-based retailing to give customers access to a broader range of
products.  The store is supported with a more flexible and responsive supply
chain.


Early results from the 5/5 trial have been very promising.  It is planned during
2006/07 to open a statistically valid sample of 5/5 stores, to gain a full
understanding of the economics, while we evolve our overall supply chain to
replicate that supporting the trial store.


The 10/10 programme releases store fixtures which are then used to refit smaller
stores.  We have refitted 25 stores to date and these stores are achieving sales
uplifts of approximately 5 per cent versus the Mainchain.



Evolving the Supply Chain

As part of our strategy to evolve the supply chain to exploit the opportunities
of Multichannel retailing and potentially 5/5, our strategic investment
programme has continued.  During the year, two of the five Woolworths warehouses
were replaced with two larger, better-sited and more flexible units.  This was
accomplished with only minor disruption.  In the short-term, benefit will flow
from the better physical location of the new sites, as they will reduce
transport mileage. In the medium-term, they provide the backbone for a more
effective approach to the management and deployment of stock within the
business.


During the year, a thorough review was conducted to understand the true costs
and impact associated with the way the business currently operates.  At the
moment, because of physical distribution constraints, product is supplied to
stores using a "Push" model.  That is to say, stock is allocated to stores
without taking into account detailed demand variations across individual stores.
On the back of changes to the network and IT systems initiated this year,
which will enable more appropriate allocation of stock to stores, the total
amount of stock deployed in the business can be reduced plus net margins
enhanced as unnecessary markdown is reduced.



MVC (Discontinued Operation)

At the end of the half-year period, the sale of MVC was completed.  This removed
from the Group a loss-making business that faced many strategic challenges.
Trading prior to disposal was impacted by the disruption caused by the sale
process and the closure in April 2005 of the worst loss-making stores.


Following completion of the sale, the Group received a cash payment of #5.5
million.  The pre-tax loss including the exceptional cost of the transaction was
#33.9 million.



ENTERTAINMENT WHOLESALE & PUBLISHING

This year again saw continued profit progress from our Entertainment Wholesale
and Publishing businesses which comprise EUK, our entertainment distribution
business and 2entertain, our joint venture with BBC Worldwide. Adjusted profits
from this part of the Group rose 14.9 per cent to #56.4 million, reflecting
increased profits at EUK and from the shareholding in 2entertain and a #5.1
million credit predominantly from clearing old VCI royalty balances.



Entertainment UK (EUK)

EUK performed well, benefiting from the full-year impact of new customers such
as WH Smith and Morrisons alongside continued growth from the Tesco account.
Total sales (excluding those made to MVC) increased by 0.4 per cent and sales to
third-party customers rose 9.9 per cent.  Across the markets EUK supplies, the
fastest growth was seen in the computer games market. The weakest market was the
music sector due, in part, to increasing levels of digital downloading.  EUK's
own digital business enjoyed significant year-on-year growth of over 600 per
cent, albeit off a comparatively small base.  EUK's digital track database is
used to support the online offer of its retail customers and also digital
jukeboxes in pubs and clubs.


In January 2006, we updated the market with regard to EUK's music, DVD and games
contract with Tesco.  It was announced that the contract would continue for its
full term but that revised terms would impact profitability.  We also gave
notice of our uncertainty as to whether the contract would be renewed.  Our
announcement to the market on 14 March this year confirmed that this contract
would terminate in April 2007, although the separate contract to supply books is
retained to March 2008. While the loss of the contract is a disappointment,
EUK's long term interests are better served by focusing on gaining new customers
and broadening the scope of EUK's capability, rather than entering agreements of
marginal profitability.  To the extent that the Tesco business is not replaced,
it will lead to a further reduction in profitability and to a release of working
capital in 2007/08 but also require EUK to restructure its operations.



2entertain

This was the first full year of trading for the 2entertain joint venture with
BBC Worldwide.  The business brings to market DVD, video and music programming,
sourced from licensing arrangements with industry "majors", the independent
production sector and the BBC, as well as through productions commissioned
in-house.  In the early part of the year, management concentrated on completing
the business integration plan.  This was accomplished on time and on budget
yielding synergy benefits ahead of expectations.  In the latter part of the year
they concentrated on exploiting a very strong line-up of titles that had been in
development during the year.


There were many successful products published during the year and a driver of
success was the breadth of products launched across many genres.  The biggest
selling lines across the year were, on DVD, "Little Britain 1 & 2", " Jeremy
Clarkson: Heaven and Hell", "Dr Who", "Pride and Prejudice" and "The Catherine
Tate Show".  The Demon Music division enjoyed success with "Daniel O'Donnell -
From Daniel with Love" and "Foster & Allen sing the Number One's".


The continued success of 2entertain relies upon the quality and continuity of
product in the pipeline.  Much has been achieved in the year to secure the
rights to future output with significant levels of investment made towards BBC
programming and across the independent sector.



Total sales at 2entertain were #192 million.



Outlook

The retail environment looks set to remain challenging over the next twelve
months, with consumer spending likely to remain depressed.  We anticipate that
competition will continue to be fierce.  Against this backdrop, it is
appropriate that we continue to be diligent over the control of costs.


The next two years will be a period of important evolution for the Group.  In
the Woolworths retail businesses, we will build on the infrastructure and IT
investments we have made.  We will refine our supply chain and distribution to
meet more closely our customers' requirements through the integration of our
online and in-store offer, supported by a more demand-driven stock delivery
model.  In tandem with this, we will focus on bringing our net margins forward
and releasing cash from the business as we deploy stock more efficiently.


For EUK, our task will be to manage the loss of the Tesco business through a
combination of winning new customers, entry into new markets and rationalisation
of costs.  We were pleased to announce earlier this month that the business has
secured a new contract to supply WH Smith's core DVD offer, which is in addition
to the current music and non-core video supply.


The 2entertain joint venture is now firmly established.  This year it will seek
to leverage its scale and unique position in the market as the partner of choice
for the exploitation of the DVD rights for quality British TV programming,
building on its current success and profitability.


The competitive environment has continued, leading to a slow start to the new
year.  However, due to the difference in the timing of Easter, there is a
non-comparative trading period in the first quarter.  In accordance with prior
practice we will update the market on trading at our AGM in June.



Financial Review

Earnings per share and dividend

Basic earnings per share was 0.7 pence per share compared with a 0.6 pence loss
per share in the previous year.  Adjusted basic earnings per share (which
removes the effect of fixed rental uplifts, amortisation of intangible assets
relating to the creation of 2entertain and exceptional items was 2.8 pence per
share compared with 3.3 pence per share last year.


A final dividend of 1.34 pence per share has been recommended by the Board.
This will be paid, subject to shareholder consent, on 22 June 2006 to
shareholders on the register at close of business on 21 April 2006.  This
proposed dividend, together with the interim dividend of 0.41 pence per share
paid on 9 December 2005, brings the total dividend for the year to 1.75 pence
per share, which is an increase of 6.1 per cent.  This reflects the Board's
confidence in the Group's ongoing cash generating ability.



Cash Flow and Net Funds

Net funds increased year-on-year by #32.2 million to #147.7 million.  This was
after funding #59.6 million of capital investment in improving stores and
business infrastructure.  The Group has a seasonal cash requirement with
borrowings typically from June to November and cash on deposit for the rest of
the year.  Average net debt was #37 million down from #53 million in the prior
year.


Net interest payable fell to #9.4 million from #11.1 million, reflecting the
lower average net debt and the benefit of last year's refinancing.  Net interest
charges were covered seven times by adjusted profit from continuing operations.
The Group should benefit in the current year from the maturity in November of
the 8.75 per cent Senior Notes, which will be refinanced from existing bank
facilities.



Exceptional Items

During the year there were a number of exceptional items resulting in a net cost
of #10.5 million before taxation.  The main items were the #28.1 million gain on
the reorganisation of former big W sites, the #28.3 million loss on disposal of
MVC, #5.2 million in relation to potential payments due under the terms of
establishing the 2entertain joint venture which were not able to be ascertained
at that time, #3.9 million of restructuring costs, principally in respect of
Woolworths distribution centres, and costs related to the abortive Apax approach
of #1.2 million.



Pensions

The Group retains a Final Salary Pension Scheme open to all employees who have
been with the Group for a minimum period of 12 months.


The Scheme was created at the time of demerger and only comprised active members
at that time.  It is therefore a much less mature scheme than most.  It has
6,051 active members and 3,046 deferred members but only 743 current pensioners
and therefore the Scheme receives more in contributions from the Group and
members than it pays out in pensions.  This is likely to continue to be the case
for approximately 13 years.


The assets of the Scheme are managed by external Fund Managers and at 28 January
2006 were #285.9 million (2005: #223.3 million).  The allocation of Scheme
assets is kept under regular review by the Trustees of the Scheme.  The
liabilities calculated at the current low level of fixed rate bond yields were
#416.8 million (2005: #320.8 million) giving an IAS 19 deficit of #91.6 million,
net of tax relief.  However, the proportion of current active members and the
timescales until pensions are due to be payable does not make the calculation
particularly meaningful.  The full triennial actuarial valuation at 31 March
2005 showed that the Scheme was 89 per cent funded with a deficit of #28.9
million.  Recent information indicates that by January 2006 this had improved to
95 per cent funded.  Following the triennial valuation, the trustees agreed a
new Schedule of Contributions designed to eliminate the deficit within 10 years.
The contribution rate paid by participating companies remains at 13.5 per cent
of pensionable salaries.



Taxation

The effective tax rate on profits from continuing operations before exceptional
items is 30.4 per cent compared with 34.6 per cent in the prior year.  Under
existing tax legislation it is anticipated that the effective pre-exceptional
Group tax rate will remain marginally above the main UK Corporation Tax rate.



International Financial Reporting Standards

The key areas of change are:


*         Recognition of all employee benefit-related obligations, principally 
          pensions and share-based payments;


*         Recognition of lease incentives received over the entire term of the 
          lease rather than up to the first market rent review;


*         Total minimum lease costs, including any fixed or minimum rental 
          uplifts, are accounted for on a straight-line basis over the life of 
          the lease rather than in line with the cash payment profile;


*         Goodwill is no longer amortised, but is partly replaced by 
          amortisation arising on intangible assets following the 
          reclassification of intangible assets from goodwill;


*         Financial instruments are included at fair value;
   

*         Where credit vouchers redeemable in non-Group stores fail to be 
          redeemed this can no longer be taken to profit unless the voucher has 
          a fixed expiry date;


*         Discontinued activities are excluded from the headline results but 
          then included in the income statement as a single item;


*         Joint ventures are accounted for by proportionately consolidating the 
          Group's share of the joint venture income, expenditure, assets and 
          liabilities rather than as net items;


*         Gain arising on the formation of the music and video publishing joint 
          venture (2entertain Limited) is now included within the income 
          statement and is adjusted by the write-back of the amortisation of
          goodwill on acquisitions;


*         Recognition of additional deferred tax liabilities and assets on 
          temporary differences.




To aid understanding of the effect of these changes and to aid comparability
with the Group's historic performance, the tables below show a reconciliation
between the income statement and balance sheets under IFRS and how they would
have been under the UK GAAP which was used to produce the Group's results for
the year ended 29 January 2005.  Also set out is a reconciliation of reported
profit before taxation from continuing operations by segment to adjusted profit
before tax, exceptional items, adjustment for fixed rental uplifts and
amortisation of intangible assets arising on the creation of joint venture.


Effect on profit before tax and exceptional items
                                                                             52 weeks to       52 weeks to
                                                                         28 January 2006   29 January 2005
                                                                                      #m                #m
Under UK GAAP                                                                       57.3              73.1
     Discontinued operations                                                         5.6               1.1
Under UK GAAP - continuing operations                                               62.9              74.2
     Pensions                                                                      (2.6)             (2.4)
     Share-based payments                                                          (1.2)             (1.7)
     Lease incentives                                                              (1.1)             (1.6)
     Holiday pay                                                                   (0.2)               0.1
     Foreign exchange                                                                0.5             (0.6)
     Non-redemption of credit vouchers                                             (0.6)                 -
Adjusted profit under IFRS                                                          57.7              68.0
Fixed rental uplifts                                                              (11.0)            (12.1)
Amortisation of joint venture intangible assets                                    (3.0)             (1.0)
Under IFRS - profit before tax and exceptional items                                43.7              54.9

Effect on balance sheet
                                                                         28 January 2006   29 January 2005
                                                                                      #m                #m
Under UK GAAP                                                                      469.2             464.8
     Pensions                                                                     (91.6)            (68.2)
     Share-based payments                                                              -               0.9
     Lease incentives                                                             (14.3)            (14.7)
     Fixed rental uplifts                                                         (43.3)            (35.6)
     Goodwill amortisation                                                           4.3               1.7
     Intangible amortisation                                                       (4.0)             (1.0)
     Holiday pay                                                                   (1.2)             (1.1)
     Foreign exchange                                                              (0.1)             (0.4)
     Non-redemption of credit vouchers                                             (3.1)                 -
     Minority interest on proportionate consolidation                                0.1                 -
     Impact of adopting IAS 12 'taxation'                                         (13.4)            (14.0)
Under IFRS                                                                         302.6             332.4







Segmental analysis for the 52 weeks to 28 January 2006


                                                 Entertainment
                                                   Wholesale &
                                    Retail          Publishing      Unallocated         Interest          Total
Continuing operations                   #m                  #m               #m               #m             #m
Reported profit

before taxation                       30.3               48.2             (7.6)           (9.4)            61.5
Adjust for:

exceptional items                   (24.2)                5.2               1.2               -          (17.8)
Profit before

exceptional items                      6.1               53.4             (6.4)           (9.4)            43.7
Add back:

- amortisation of JV

intangible assets                        -                3.0                 -               -             3.0
- fixed rental uplifts                11.0                  -                 -               -            11.0
Adjusted profit before tax            17.1               56.4             (6.4)           (9.4)            57.7




Segmental analysis for the 52 weeks to 29 January 2005


                                                 Entertainment
                                                   Wholesale &
                                    Retail          Publishing      Unallocated         Interest          Total
Continuing operations                   #m                  #m               #m               #m             #m
Reported profit

before taxation                     (33.0)                48.1            (6.9)           (11.1)          (2.9)
Adjust for:

exceptional items                     60.7                   -            (2.9)                -           57.8
Profit before

exceptional items                     27.7                48.1            (9.8)           (11.1)           54.9
Add back:

- amortisation of JV

intangible assets                        -                 1.0                -                -            1.0
- fixed rental uplifts                12.1                   -                -                -           12.1
Adjusted profit before tax            39.8                49.1            (9.8)           (11.1)           68.0












Group Income Statement

For the 52 weeks ended 28 January 2006 and 29 January 2005


                                              52 weeks to 28 January 2006       52 weeks  to 29 January 2005
                                              Before        Exceptional           Before       Exceptional
                                              exceptional   items                 exceptional  items
                                              items         (Note 3)     Total    items        (Note 3)     Total
                                      Note           #m          #m        #m          #m           #m         #m


Continuing operations
Revenue                                 1,2     2,630.7           -   2,630.7      2,742.4            -   2,742.4
Cost of goods sold                            (1,940.7)         6.0 (1,934.7)    (1,998.2)       (17.3) (2,015.5)
Gross profit                                      690.0         6.0     696.0        744.2       (17.3)     726.9
Selling and marketing costs                     (534.1)           -   (534.1)      (560.2)            -   (560.2)
Administrative expenses                         (124.7)        11.8   (112.9)      (134.1)       (43.4)   (177.5)
Other operating income                             21.9           -      21.9         16.1          2.9      19.0
Operating profit                          2        53.1        17.8      70.9         66.0       (57.8)       8.2
Interest payable and similar charges             (13.7)           -    (13.7)       (14.6)            -    (14.6)
Interest receivable                                 4.3           -       4.3          3.5            -       3.5
Profit/(loss) before taxation                      43.7        17.8      61.5         54.9       (57.8)     (2.9)
Taxation                                  5      (13.3)       (6.9)    (20.2)       (19.0)         14.4     (4.6)
Profit/(loss) for the year from
continuing operations after taxation
                                                   30.4        10.9      41.3         35.9       (43.4)     (7.5)

Discontinued operations
Loss after taxation for the year from
discontinued operations
                                          4       (5.1)      (26.0)    (31.1)        (0.6)            -     (0.6)
Profit/(loss) for the year                         25.3      (15.1)      10.2         35.3       (43.4)     (8.1)

Attributable to:
Equity shareholders                                25.2      (15.1)      10.1         35.1       (43.4)     (8.3)
Minority interest                                   0.1           -       0.1          0.2            -       0.2
                                                   25.3      (15.1)      10.2         35.3       (43.4)     (8.1)
                                          6

Earnings/(loss) per share (pence)
Basic                                                                     0.7                               (0.6)
Diluted                                                                   0.7                               (0.6)

Earnings/(loss) per share from
continuing operations (pence)
                                          6
Basic                                                                     2.8                               (0.5)
Diluted                                                                   2.8                               (0.5)

Adjusted earnings per share*  from
continuing operations (pence)
                                          6
Basic                                                                     2.8                                 3.3
Diluted                                                                   2.8                                 3.3




* Adjusted earnings per share is calculated before exceptional items, adjustment
for fixed rental uplifts and intangible assets arising on the creation of joint
venture.








Group Statement of Recognised Income and Expense

For the 52 weeks ended 28 January 2006 and 29 January 2005


                                                    52 weeks to 28 January 2006      52 weeks to 29 January 2005
                                                    Before                           Before
                                                    exceptional  Exceptional         exceptional Exceptional
                                                    items        items   Total       items       items   Total
                                                       #m         #m        #m          #m         #m      #m

Profit/(loss) for the year                           25.3      (15.1)     10.2        35.3      (43.4)   (8.1)


Actuarial loss on defined benefit scheme net of    (21.8)           -   (21.8)       (0.4)           -   (0.4)
tax
Cash flow hedges:
- fair value gains net of tax                         2.9           -      2.9           -           -       -
- transfer to stock net of tax                      (1.5)           -    (1.5)           -           -       -
Net losses not recognised in income statement      (20.4)           -   (20.4)       (0.4)           -   (0.4)

Total gains /(losses) recognised in the year          4.9      (15.1)   (10.2)        34.9      (43.4)   (8.5)

Adoption of IAS 32 and 39                           (4.1)           -    (4.1)           -           -       -



Of the total recognised loss for the year #10.3 million (2005: #8.7 million) is
attributable to the equity shareholders of the parent company.








Group Balance Sheet

At 28 January 2006 and 29 January 2005


                                                             
                                                                                          28 January  29 January
                                                                 Note                           2006        2005
                                                                                                  #m          #m
Assets
Non-current assets
Goodwill                                                                                        31.9        31.8
Intangible assets                                                                               63.8        68.5
Property, plant and equipment                                                                  274.2       287.2
Investments - accounted for using the equity method                                                -         0.2
Fixed asset investments                                                                          0.2           -
Deferred tax assets                                                                             22.8         9.4
                                                                                               392.9       397.1
Current assets
Inventories                                                                                    344.2       358.3
Trade and other receivables                                                                    211.0       196.6
Financial assets
-   Derivative financial instruments                                                             1.0           -
Cash and cash equivalents                                                                      247.3       215.2
                                                                                               803.5       770.1

Current liabilities
Financial liabilities
-   Borrowings                                                                                (98.6)       (0.1)
-   Derivative financial instruments                                                          (22.1)           -
Trade and other payables                                                                     (524.6)     (552.5)
Current tax liabilities                                                                       (12.8)       (8.8)
Provisions                                                                                    (12.2)       (6.3)
                                                                                             (670.3)     (567.7)

Net current assets                                                                             133.2       202.4

Non-current liabilities
Financial liabilities
-   Borrowings                                                                                 (1.0)      (99.6)
Trade and other payables                                                                      (61.8)      (50.8)
Retirement benefit obligations                                    10                         (130.9)      (97.5)
Provisions                                                                                    (29.8)      (19.2)
                                                                                             (223.5)     (267.1)

Net assets                                                                                     302.6       332.4

Shareholders' equity
Ordinary shares                                                                                182.1       179.4
Share premium                                                                                    9.3         5.2
Other reserves                                                                                  24.1        24.1
Retained earnings                                                                               87.0       123.7
Total shareholders' equity                                                                     302.5       332.4
Minority interests                                                                               0.1           -

Total equity                                                      11                           302.6       332.4










Group Cash Flow Statement

For the 52 weeks ended 28 January 2006 and 29 January 2005



                                                                                        52 weeks to 52 weeks to
                                                                                         28 January  29 January
                                                                                               2006        2005
                                                                                    Note         #m          #m
Cash flows from operating activities
Cash generated from operations                                                        8       129.5       176.9
Interest paid                                                                                (10.5)      (11.4)
Interest received                                                                               4.5         3.0
Tax paid                                                                                     (16.6)      (15.6)
Net cash generated from operating activities                                                  106.9       152.9

Cash flows from investing activities
Purchase of intangible assets                                                                (10.6)       (6.6)
Purchase of property, plant and equipment                                                    (49.0)      (66.0)
Costs associated with the formation of joint venture                                          (0.1)       (1.7)
Proceeds from sale of subsidiary (net of costs)                                                 3.5           -
Cash forgone with sale of subsidiary                                                          (0.4)       (0.2)
Net cash used in investing activities                                                        (56.6)      (74.5)

Cash flows from financing activities
Net proceeds from issuance of ordinary shares                                                   6.8         6.8
Repayment of borrowings                                                                       (1.8)      (16.0)
Debt issue costs                                                                              (0.4)           -
Proceeds from short-term loan                                                                     -        16.0
Finance lease principal repayments                                                            (0.1)           -
Sale of own shares held in Trust                                                                1.0         0.2
Dividends paid to Company's shareholders                                              7      (24.3)      (21.6)
Net cash used in financing activities                                                        (18.8)      (14.6)

Net increase in cash and cash equivalents                                                      31.5        63.8

Cash and cash equivalents at beginning of the year                                            215.2       151.4

Cash and cash equivalents at end of the year                                          9       246.7       215.2

Cash and cash equivalents consist of:
Cash                                                                                          247.3       215.2
Bank overdrafts                                                                               (0.6)           -
Cash and cash equivalents at end of the year                                          9       246.7       215.2








 Notes to the Accounts



1.   Accounting Policies for the Year Ended 28 January 2006

The Group's financial statements for the year ended 28 January 2006 are the
first annual financial statements that comply with IFRS. Woolworths Group's
transition date is 1 February 2004. The Group's IFRS adoption date is 30 January
2005.



The consolidated financial statements include the financial statements of the
Company, its subsidiary undertakings, joint ventures and associated
undertakings. The joint venture has been proportionately consolidated.



Basis of Preparation

These financial statements have been prepared in accordance with International
Financial Reporting Standards ('IFRS') and the International Financial Reporting
Interpretations Committee ('IFRIC') interpretations endorsed by the European
Union together with those parts of the Companies Act 1985 applicable to
companies reporting under IFRS. The financial statements have been prepared
under the historical cost convention as modified by the revaluation of
derivative financial instruments.  The Group's initial IFRS accounting policies
were included in the interim statement published on 21 September 2005.  Since
this date the following accounting policies have been adopted:



*          Fair value or revaluation as deemed cost

The Group has chosen to take the first time adoption exemption available under
IFRS 1 to use a previous revaluation for an item of property, plant and
equipment as its deemed cost at the transition date.



*          Credit voucher revenue recognition

Revenue arising on the sale of credit vouchers represents third-party commission
arising on these transactions. The face value of vouchers issued is accounted
for as a financial instrument under IAS 32 and IAS 39. Prior to the adoption of
these standards the face value of issued vouchers was accounted for as revenue,
with a corresponding redemption liability created against cost of goods sold.



*          Fixed rental uplifts

The minimum value of total operating lease payments across the entire lease
term, including fixed rental uplifts, are charged to the income statement on a
straight-line basis over the life of the lease.



*          Returns provision

Provisions for anticipated returns are recognised within accruals under IFRS.
Previously the value attributed to the returned product was added back to
inventory and a reduction made to trade receivables for the expected customer
refund.



*          Deferred Taxation

The deferred tax asset and liability have been offset to recognise a net debtor,
as offset of balances within the same tax jurisdiction is allowed.






2.   Segmental Analysis

The Group considers that business segmental analysis is its primary reporting
basis. The Group's business is divided into a Retail segment and an
Entertainment Wholesale and Publishing segment. Woolworths plc, Streets Online
Limited, WMS Card Services Limited and Flogistics Limited are included within
the Retail segment, with Entertainment UK Limited, Disc Distribution Limited and
2entertain Limited being the constituents of Entertainment Wholesale and
Publishing. MVC Entertainment Limited was disposed of on 30 July 2005 and is now
shown as a discontinued operation. No material trading is undertaken outside the
UK and consequently no geographic segmentation has been shown.


                                             52 weeks to 28 January 2006               52 weeks to 29 January 2005
                                     Entertainment                               Entertainment
                                     Wholesale and                               Wholesale and
                                        Publishing                                  Publishing
                             Retail                 Unallocated    Total  Retail               Unallocated   Total
                                 #m             #m           #m       #m      #m            #m          #m      #m
Continuing operations
Group
- Gross sales               1,918.5        1,184.3            -  3,102.8 2,091.7       1,246.1           - 3,337.8
- Intersegment                    -        (472.1)            -  (472.1)       -       (595.4)           - (595.4)
Revenue                     1,918.5          712.2            -  2,630.7 2,091.7         650.7           - 2,742.4

Segment result                 30.3           48.2        (7.6)     70.9  (33.0)          48.1       (6.9)     8.2

Interest expense                                                  (13.7)                                    (14.6)
Interest income                                                      4.3                                       3.5

Profit/(loss) before                                                61.5                                     (2.9)
taxation
Taxation                                                          (20.2)                                     (4.6)
Profit/(loss) for the year
from continuing operations
after taxation

                                                                    41.3                                     (7.5)





                                                      At 28 January 2006                        At 29 January 2005
                                     Entertainment                               Entertainment
                                     Wholesale and                               Wholesale and
                                        Publishing                                  Publishing
                             Retail                 Unallocated    Total  Retail               Unallocated   Total
                                 #m             #m           #m       #m      #m            #m          #m      #m
Total assets                  728.3          274.8        193.3  1,196.4   702.6         174.3       290.3 1,167.2

Total liabilities             486.0          283.1        124.7    893.8   465.1         220.1       149.6   834.8



Unallocated costs represent corporate expenses. Segment assets include property,
plant and equipment, goodwill, inventories debtors and operating cash. Segment
liabilities comprise operating liabilities. Unallocated total assets
predominantly consist of cash and bank deposits, and unallocated total
liabilities predominantly represent corporate borrowings and other sundry
creditors.






3.   Exceptional items
                                                       52 weeks to 28 January 2006  52 weeks to 29 January 2005
                                                                                #m                           #m
Continuing operations
Reorganisation of big W                                                       28.1                       (60.7)
Other restructuring costs                                                    (3.9)                            -
Gain arising on formation of joint venture                                       -                          2.9
Cost associated with aborted Apax approach                                   (1.2)                            -
Recognition of minimum profit guarantee liability
arising from creation of joint venture
                                                                             (5.2)                            -
                                                                              17.8                       (57.8)
Taxation                                                                     (6.9)                         14.4
Exceptional items after taxation                                              10.9                       (43.4)



Discontinued operations
Loss on disposal of MVC business                                            (25.6)                            -
Costs associated with store closures                                         (2.7)                            -
                                                                            (28.3)                            -
Taxation                                                                       2.3                            -
Exceptional items after taxation                                            (26.0)                            -



Total Exceptional items after taxation                                      (15.1)                       (43.4)





Last year the Group announced its intention to dispose of, vacate or cut-down a
number of Woolworths big W stores. The reorganisation of the big W exceptional
item includes net income from the disposal of leases and the reconfiguration of
the out-of-town estate of #24.7 million (2005: #37.4 million cost), stock
disposals and store clearance income of #6.0 million (2005: #17.3 million cost)
and other selling and administration costs of #2.6 million (2005: #6.0 million).



In addition the re-siting of two of the five distribution centres operated by
Woolworths plc, together with related central reorganisation, generated #3.9
million of further exceptional restructuring costs in the year (2005: #nil).



On the formation of 2entertain Limited, Woolworths Group agreed to guarantee a
stipulated level of profitability for certain key VCI contracts in the event
that any such contracts terminated during the three years to September 2007. The
potential liability had been disclosed previously as a maximum contingent
liability for each year of #3.9 million. No cost was incurred in respect of the
first year of this guarantee, but based on the latest review of performance a
provision of #5.2 million has been recognised in respect of the second and third
years.



The Group concluded the sale of MVC Entertainment Limited to a group of retail
investors on 30 July 2005 for a cash consideration of #5.5 million.  The pre-tax
exceptional item relating to this discontinued operation is #28.3 million, which
consists of a #25.6 million loss on disposal of the business (after deducting
the #5.5 million proceeds and providing for stock losses) and #2.7 million of
costs associated with the closure of a number of MVC stores before completion of
the disposal.



The tax effect of these operating exceptional items in aggregate is a #4.6
million charge (2005: #14.4 million credit), of which a #6.9 million charge
relates to the continuing exceptional and a #2.3 million credit relates to the
discontinued exceptional.



The cash effect of the operating exceptional items is a #31.6 million inflow in
the period (2005: #3.1 million outflow), of which a #30.9 million inflow relates
to the continuing exceptional and a #0.7 million inflow relates to the
discontinued exceptional.





4.   Discontinued operations
                                                                                  52 weeks to      52 weeks to
                                                                              28 January 2006  29 January 2005
                                                                                           #m               #m
Revenue                                                                                  41.4            124.9
Total costs excluding exceptional items                                                (47.0)          (126.0)
Trading loss before taxation                                                            (5.6)            (1.1)
Taxation                                                                                  0.5              0.5
Trading loss after taxation from discontinued operations                                (5.1)            (0.6)

Exceptional item, analysed as:
Loss on disposal                                                                       (25.6)                -
Costs associated with store closures                                                    (2.7)                -
Taxation                                                                                  2.3                -
Total exceptional items                                                                (26.0)                -

Loss after taxation for the year from discontinued operations                          (31.1)            (0.6)

Cash flows before exceptional items:
- Cash flows from operating activities                                                  (1.8)              1.3
- Cash flows from investing activities                                                  (0.3)            (1.3)




On 30 July 2005, the Group sold MVC Entertainment Limited (MVC), a wholly-owned
subsidiary to a group of retail investors for #5.5 million in cash.  The cash
was paid following completion. In addition there was a #2.6 million cash outflow
from the exceptional store closure programme undertaken prior to this sale, and
a further cash outflow of #2.2 million from disposal costs. The store closure
programme and the subsequent sale of MVC has created an exceptional loss after
taxation of #26.0 million.





On disposal of MVC an agreement was entered into with the acquirer to transfer
to Woolworths Group a pro-rated share of the benefit of tax losses for the year
ended 28 January 2006 based on the relevant period of ownership of the company.
MVC has subsequently entered into administration and so only #0.5 million of the
potential benefit of these tax losses has been recognised given the uncertainty
over their recovery.







5.   Taxation
                                                52 weeks to 28 January 2006         52 weeks to 29 January 2005
                                                Before                            Before
                                           exceptional Exceptional           exceptional  Exceptional
                                                 items       items    Total        items        items     Total
                                                    #m          #m       #m           #m           #m        #m
Current tax
- Continuing operations                         (15.6)       (7.8)   (23.4)       (21.2)         10.0    (11.2)
- Discontinued operations                          0.5         2.3      2.8          0.5            -       0.5
                                                (15.1)       (5.5)   (20.6)       (20.7)         10.0    (10.7)

Deferred tax - continuing operations               2.3         0.9      3.2          2.2          4.4       6.6
Taxation                                        (12.8)       (4.6)   (17.4)       (18.5)         14.4     (4.1)



The taxation charge comprises:
                                                            28 January 2006                     29 January 2005
                                                Before                            Before
                                           exceptional Exceptional           exceptional  Exceptional
                                                 items       items    Total        items        items     Total
                                                    #m          #m       #m           #m           #m        #m
Total taxation(charge)/credit- continuing
operations
                                                (13.3)       (6.9)   (20.2)       (19.0)         14.4     (4.6)
Total taxation credit - discontinued
operations
                                                   0.5         2.3      2.8          0.5            -       0.5
Taxation                                        (12.8)       (4.6)   (17.4)       (18.5)         14.4     (4.1)



The taxation charge for the year is higher (2005: higher) than the standard rate
of corporation tax in the UK (30 per cent). The differences are explained below:


                                                                                   52 weeks to      52 weeks to
                                                                               28 January 2006  29 January 2005
                                                                                            #m               #m
Profit/(loss) before taxation - continuing operations                                     61.5            (2.9)
Profit /(loss) multiplied by rate of corporation tax in the UK of 30%
(2005: 30%)
                                                                                        (18.4)              0.9

Effects of:
Adjustments to tax in respect of prior periods                                             2.6              1.8
Adjustments in respect of foreign tax rates                                              (0.5)            (0.6)
Expenses not deductible for tax purposes                                                 (3.9)            (6.7)
Total taxation - continuing operations                                                  (20.2)            (4.6)





6.   Earnings per Share



Basic

Basic earnings per share is calculated by dividing the profit attributable to
equity shareholders of the Company by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the
Company and held as treasury shares (including shares held by a trust which are
accounted for as treasury shares).



Diluted

Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Company has only one category of dilutive
potential shares - share options. For the share options, a calculation is
undertaken to determine the number of shares that could have been acquired at
fair value (determined as the average annual market share price of the Company's
shares) based on the monetary value of the subscription rights attached to the
outstanding share options. The number of shares calculated is compared with the
number of shares that would have been issued assuming the exercise of the share
options.



Adjusted

Adjusted earnings per share excludes the effect of exceptional items, the
amortisation of underlying rights included within intangible assets and the
fixed rental uplift adjustment arising from the introduction of IFRS.





Reconciliations of the earnings and weighted average number of shares used in
the calculations are set out below:


                                                        2006  Weighted                 2005   Weighted
                                                               average                         average
                                                             number of  Per share            number of  Per share
                                                    Earnings    shares     amount  Earnings     shares     amount
                                                          #m         m    (pence)        #m          m    (pence)
Basic EPS
Earnings attributable to ordinary shareholders          10.1   1,445.3        0.7     (8.3)    1,406.1      (0.6)
Effect of dilutive securities                              -       6.7          -         -       19.3          -

Diluted EPS                                             10.1   1,452.0        0.7     (8.3)    1,425.4      (0.6)

Earnings per share from continuing operations
Basic EPS                                               10.1   1,445.3        0.7     (8.3)    1,406.1      (0.6)
Loss on sale of subsidiary                              26.0         -        1.8         -          -          -
Pre-tax losses from discontinued operations              5.6         -        0.3       1.1          -        0.1
Tax relating to discontinued operations                (0.5)         -          -     (0.5)          -          -
Basic EPS from continuing operations                    41.2   1,445.3        2.8     (7.7)    1,406.1      (0.5)

Diluted EPS                                             10.1   1,452.0        0.7     (8.3)    1,425.4      (0.6)
Loss on sale of subsidiary                              26.0         -        1.8         -          -          -
Pre-tax losses from discontinued operations              5.6         -        0.3       1.1          -        0.1
Tax relating to discontinued operations                (0.5)         -          -     (0.5)          -          -
Diluted EPS from continuing operations                  41.2   1,452.0        2.8     (7.7)    1,425.4      (0.5)

Earnings per share from discontinued operations
Basic EPS
Loss on sale of subsidiary                            (26.0)   1,445.3      (1.8)         -    1,406.1          -
Pre-tax losses from discontinued operations            (5.6)         -      (0.3)     (1.1)          -      (0.1)
Tax relating to discontinued operations                  0.5         -          -       0.5          -          -
Basic EPS from discontinued operations                (31.1)   1,445.3      (2.1)     (0.6)    1,406.1      (0.1)

Diluted EPS
Loss on sale of subsidiary                            (26.0)   1,452.0      (1.8)         -    1,425.4          -
Pre-tax losses from discontinued operations            (5.6)         -      (0.3)     (1.1)          -      (0.1)
Tax relating to discontinued operations                  0.5         -          -       0.5          -          -
Diluted EPS from discontinued operations              (31.1)   1,452.0      (2.1)     (0.6)    1,425.4      (0.1)

Adjusted EPS

Earnings per share from continuing operations

Basic EPS                                               10.1   1,445.3        0.7     (8.3)    1,406.1      (0.6)
Fixed rent adjustment (net of tax)                       7.7        -         0.6       8.5          -        0.6
Amortisation of intangible assets arising on
creation of JV (net of tax)
                                                         1.8         -        0.1       1.0          -        0.1
Exceptional items (net of tax)                        (10.9)         -      (0.7)      43.4          -        3.1
Total loss on discontinued operations (net of tax)      31.1         -        2.1       0.6          -        0.1
Adjusted basic EPS from continuing operations           39.8   1,445.3        2.8      45.2    1,406.1        3.3

Diluted EPS                                             10.1   1,452.0        0.7     (8.3)    1,425.4      (0.6)
Fixed rent adjustment (net of tax)                       7.7         -        0.6       8.5          -        0.6
Amortisation of intangible assets arising on
creation of JV (net of tax)
                                                         1.8         -        0.1       1.0          -        0.1
Exceptional items (net of tax)                        (10.9)         -      (0.7)      43.4          -        3.1
Total loss on discontinued operations (net of tax)      31.1         -        2.1       0.6          -        0.1
Adjusted diluted EPS from continuing operations         39.8   1,452.0        2.8      45.2    1,425.4        3.3





7.   Dividends
                                                                                   52 weeks to      52 weeks to
                                                                                    28 January       29 January 
                                                                                          2006             2005
                                                                                            #m               #m
Final paid 2004/05 1.26 pence (2003/04: 1.14 pence)                                       18.4             16.1
Interim paid 2005/06 0.41 pence (2004/05: 0.39 pence)                                      5.9              5.5
                                                                                          24.3             21.6


The Directors are proposing a final dividend in respect of the financial year
ending 28 January 2006 of 1.34 pence (2005:1.26 pence) per share which will
absorb an estimated #19.5 million of shareholders' funds. Subject to shareholder
approval, it will be paid on 22 June 2006 to members registered at the close of
business on 21 April 2006. These financial statements do not reflect this
recommended dividend.




8.  Cash Generated from Operations


Reconciliation of operating profit to net cash inflow from operating activities:

                                                                                   52 weeks to      52 weeks to
                                                                                    28 January       29 January
                                                                                          2006             2005
                                                                                            #m               #m
Continuing operations
Profit/(loss) for the year                                                                41.3            (7.5)
Adjustments for:
- Taxation                                                                                20.2              4.6
- Depreciation, amortisation and impairments                                              65.6             80.5
- Gain on formation of joint venture                                                         -            (2.9)
- Share based payments                                                                     1.0              1.7
- (Profit)/loss on sale of property, plant and equipment                                 (0.1)              3.3
- Interest income                                                                        (4.3)            (3.5)
- Interest expense                                                                        13.4             14.6
Changes in working capital (excluding the effect of acquisition)
- (Increase)/decrease in inventories                                                    (19.3)              1.7
- Increase in trade and other receivables                                               (14.0)           (37.7)
- Increase in payables and provisions                                                     29.9            121.6
Total cash generated from operating activities                                           133.7            176.4

Discontinued operations - excluding loss on disposal
Loss for the year                                                                        (5.5)            (0.6)
Adjustments for
- Taxation                                                                               (2.8)            (0.5)
- Depreciation                                                                             0.9              2.1
- Loss on sale of property, plant and equipment                                            1.0                -
- Interest expense                                                                         0.3                -
Changes in working capital (excluding the effect of business disposals)
- Decrease/(increase) in inventories                                                       9.1            (5.8)
- Decrease in trade and other receivables                                                  2.8              6.3
- Decrease in payables and provisions                                                   (10.0)            (1.0)
Total cash (utilised in)/generated from discontinued operations                          (4.2)              0.5

Cash generated from operations                                                           129.5            176.9




9.    Net Funds Reconciliation

Group net funds comprise the following:
                                                                 At                                           At
                                                         30 January                       Non-cash    28 January
                                                               2005     Cashflow             items          2006
                                                                 #m           #m                #m            #m
Cash at bank and in hand                                      215.2         32.1                 -         247.3
Bank overdrafts                                                   -        (0.6)                 -         (0.6)
Cash and cash equivalents                                     215.2         31.5                 -         246.7
Finance leases                                                (0.6)          0.1             (0.7)         (1.2)
Senior Notes                                                 (99.1)          2.2             (0.9)        (97.8)
Net funds at end of year                                      115.5         33.8             (1.6)         147.7




10.   Retirement benefit obligations
                                                                                    28 January       29 January 
                                                                                          2006             2005
                                                                                            #m               #m
Present value of scheme liabilities                                                    (416.8)          (320.8)
Fair value of scheme assets                                                              285.9            223.3
Deficit                                                                                (130.9)           (97.5)



The movement in the liability recognised in the balance sheet is as follows:


                                                                                   52 weeks to      52 weeks to
                                                                                    28 January       29 January 
                                                                                          2006             2005
                                                                                            #m               #m
Beginning of the year                                                                   (97.5)           (94.5)
Net actuarial losses on scheme assets/liabilities                                       (31.1)            (0.6)
Total expenses charged in the income statement                                          (16.5)           (18.4)
Contributions paid by employer                                                            14.2             16.0
End of the year                                                                        (130.9)           (97.5)



The retirement benefit obligation has grown over the year despite the increase
in the fair value of scheme assets as a result of the fall in corporate bond
rates over the year from 5.4% to 4.9% which increased the pension liabilities by
#49.8 million.




11.  Group Statement of Changes in Shareholders' Equity


                                                   Attributable to equity holders of the company

                                                                   Shares    
                                       Share    Share     Other   held by  Retained      Total  Minority      Total
                                     Capital  Premium  Reserves     Trust  earnings             Interest     Equity
                                          #m       #m        #m        #m        #m         #m        #m         #m
At 1 February 2004                     176.6      1.2      24.1     (4.3)     156.3      353.9       0.2      354.1

Loss for the year                          -        -         -         -     (8.3)      (8.3)       0.2      (8.1)
Dividends                                  -        -         -         -    (21.6)     (21.6)         -     (21.6)
Issue of shares                          2.8      4.0         -         -         -        6.8         -        6.8
Actuarial loss arising on defined
benefit scheme
                                           -        -         -         -     (0.4)      (0.4)         -      (0.4)
Share based payments                       -        -         -         -       1.8        1.8         -        1.8
Sale of own shares held by Trust           -        -         -       0.2         -        0.2         -        0.2
Transfer to joint venture on               -        -         -         -         -          -     (0.4)      (0.4)
formation
At 30 January 2005                     179.4      5.2      24.1     (4.1)     127.8      332.4         -      332.4

Adoption of IAS 32 and IAS 39              -        -     (1.4)         -     (2.7)      (4.1)         -      (4.1)
At 30 January 2005                     179.4      5.2      22.7     (4.1)     125.1      328.3         -      328.3

Profit for the year                        -        -         -         -      10.1       10.1       0.1       10.2
Dividend                                   -        -         -         -    (24.3)     (24.3)         -     (24.3)
Issue of shares                          2.7      4.1         -         -         -        6.8         -        6.8
Cash flow hedges:
- fair value of gains net of tax           -        -       2.9         -         -        2.9         -        2.9
- transfer to stock net of tax             -        -     (1.5)         -         -      (1.5)         -      (1.5)
Actuarial loss arising on defined
benefit scheme
                                           -        -         -         -    (21.8)     (21.8)         -     (21.8)
Share based payments                       -        -         -         -       1.0        1.0         -        1.0
Sale of own shares held by Trust           -        -         -       1.0         -        1.0         -        1.0
At 28 January 2006                     182.1      9.3      24.1     (3.1)      90.1      302.5       0.1      302.6





12.    Contingent Liabilities



On the formation of 2entertain Limited, Woolworths Group agreed to guarantee a
stipulated level of profitability for certain key VCI contracts in the event
that any such contracts terminated during a period of three years to September
2007. No liability was incurred in respect of year one and a provision of #5.2
million has been recognised in respect of years two and three, against a
potential maximum exposure for the two remaining years of #7.8 million. Based on
results to date no further provision is required, however the future performance
of these contracts is uncertain.



In common with a number of retailers Woolworths Group has challenged HM Revenue
& Customs on the recoverability of VAT on merchant services. Following the Court
of Appeal decision in July 2005 no repayment will arise to the Group. Certain
matters relating to merchant services remain to be resolved, but based on advice
taken, it is considered that no material liability will be incurred. However
this is not certain. As at the balance sheet date no provision has been made.










This news release contains forward looking statements based on current
assumptions and forecasts made by Woolworths Group plc management.  Various
known and unknown risks, uncertainties and other factors could lead to
substantial differences between the actual future results, financial situation,
development or performance of the Group and the estimates given here.  The Group
accepts no obligation to continue to report or update these forward-looking
statements or adjust them to future events or developments.  Further copies of
this announcement can be obtained from the office of the Group Finance Director
on 020 7706 5502 or downloaded from the Group website www.woolworthsgroupplc.com

The enclosed financial information is derived from the full Group Financial
Statements for the 52 weeks ended 28 January 2006 and does not constitute the
full statutory statements of Woolworths Group plc for the years ended 28 January
2006 or 29 January 2005.  The financial information for the years ended 28
January 2006 and 29 January 2005 are prepared under IFRS.  For the year ended 29
January 2005 the statutory accounts were originally presented under UK GAAP. The
Group Financial Statements, on which the independent auditors have given an
unqualified report, which does not contain a statement under section 237 (2) or
(3) of the Companies Act 1985, will be delivered to the Registrar of Companies
in due course and posted to shareholders in advance of the Annual General
Meeting to be held on 14 June 2006.  Following this posting, copies will be
available from the Company Secretary, Woolworths Group plc, Woolworth House,
242-246 Marylebone Road, London NW1 6JL and will be available on the Group
website www.woolworthsgroupplc.com



                                    - ends -


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

FR SEIEDASMSEDD

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