WOS Wolseley

CINCINNATI, Nov. 22 /PRNewswire-FirstCall/ -- Wolseley plc, the world's largest specialist trade distributor of plumbing and heating products to professional contractors and a leading supplier of building materials, announces details of a further two acquisitions and restates its results for the twelve months to July 31, 2005 in accordance with International Financial Reporting Standards ("IFRS"). Acquisitions Update Since Wolseley's last acquisitions update announcement on November 8, 2005, an additional two distribution businesses in Europe and North America have been acquired for an aggregate consideration of approximately 4 million pounds Sterling in cash. Since the beginning of the financial year on August 1, 2005, a total of 17 distribution businesses in Europe and North America have been acquired for an aggregate consideration of approximately 422 million pounds in cash. These 17 acquisitions are expected to add approximately 680 million pounds to group turnover in a full year. Goodwill related to these acquisitions is estimated to be around 269 million pounds. North American Plumbing and Heating Distribution On November 14, 2005, Ferguson acquired Mobile Supply Company, Inc. ("Mobile") from Mr. and Mrs. Raymond Stallings. Mobile is a heating, ventilation and air-conditioning (HVAC) distributor operating from a branch in Mobile, Alabama and a branch in Pensacola, Florida. In the year ended October 31, 2004, Mobile had sales of $12.3 million (6.8 million pounds) and had gross assets of $5.0 million (2.8 million pounds) at that date. European Distribution On November 18, 2005, PBM signed an agreement to acquire MSCO from Mr. Jean-Marie Le Sellin, Mrs. Annie Le Sellin, Mr. Michel Nadaud and Mrs. Annie Nadaud. Completion is expected on December 1, 2005. MSCO is a generalist builders' merchant based in the South West of France operating from two branches. In the year ended November 30, 2004, MSCO had sales of 3.7 million euro (2.5 million pounds) and had gross assets of 1.7 million euro (1.2 million pounds) at that date. The divisional split of the total acquisition spend since August 1 2005 is: Division No. of Spend Acquisitions million pounds European Distribution 5 243 North American Plumbing & Heating Distribution 10 105 US Building Materials Distribution 2 74 TOTAL 17 422 Exchange Rates The following exchange rates have been used for the acquisitions noted above: 1 pound = $1.80, 1 pound = 1.46 euro. Adoption of International Financial Reporting Standards ("IFRS") Wolseley plc has today published a statement setting out the restatement in accordance with International Financial Reporting Standards ("IFRS") of its results for the year ended July 31, 2005. Copies of the statement are available on the company's website http://www.wolseley.com/ in the "Investor Centre" section. Adoption of IFRS would have increased the Group's operating profit for the year to July 31, 2005 by 24.6 million pounds (3.6%) to 702.0 million pounds and its profit before tax by 17.4 million pounds (2.7%) to 665.2 million pounds. The net assets of the Group at July 31, 2005 would have increased by 6.8 million pounds (0.3%) to 2,313.7 million pounds and net debt would have increased by 27.0 million pounds (2.4%) to 1,170.5 million pounds. This would have resulted in an increase in gearing from 49.6% to 50.6%. As noted in previous announcements relating to the adoption of IFRS, the principal areas of impact are in respect of leases, taxation, pensions, goodwill, other intangible assets and stock compensation. The Group's first full set of audited IFRS financial statements will be those for the year ending July 31, 2006. The summary below shows how the Group's financial highlights prepared under UK GAAP would have been reported if they had been prepared in accordance with IFRS. Reported Restated under Adjustments under UK GAAP IFRS mil. pounds mil. pounds mil. pounds Year ended July 31, 2005 Group revenue 11,257.7 (1.4) 11,256.3 Group trading profit (1) 720.8 (13.0) 707.8 Group operating profit 677.4 24.6 702.0 Group profit before tax 647.8 17.4 665.2 Group profit before tax and amortization of acquired intangibles 691.2 (20.2) 671.0 Basic earnings per share 78.53p 3.08p 81.61p Earnings per share, before amortization of acquired intangibles 85.93p (3.33)p 82.60p As of July 31, 2005 Total net assets 2,306.9 6.8 2,313.7 Gearing (2) 49.6% 1.0% 50.6% (1) Trading profit is defined as operating profit before the amortisation of acquired intangible assets. (2) Gearing is the ratio of net borrowings, excluding construction loan borrowings, to shareholders' funds. The European Commission may not endorse all the pronouncements issued to date by the International Accounting Standards Board, new interpretations may be issued on existing accounting and financial reporting standards and best practice continues to evolve. It is therefore possible that the IFRS financial information provided in this news release and the statement on the http://www.wolseley.com/ website might have been revised by the time it forms the comparative to the Group's first annual results announcement under IFRS (for the year ended July 31, 2006). A replay facility for the conference call regarding the IFRS announcement will be available until December 6, 2005 by dialing: UK & International +44 (0)20 7031 4064 Pass code 682185 Certain statements included in this announcement may be forward-looking and may involve risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward looking statements. Forward-looking statements include, without limitation, projections relating to results of operations and financial conditions and the Company's plans and objectives for future operations including, without limitation, discussions of the Company's business and financial plans, expected future revenues and expenditures, investments and disposals, risks associated with changes in economic conditions, the strength of the plumbing and heating and building materials market in North America and Europe, fluctuations in product prices and changes in exchange and interest rates. All forward-looking statements in this respect are based upon information known to the Company on the date of this announcement. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. It is not reasonably possible to itemize all of the many factors and events that could cause the Company's forward-looking statements to be incorrect or that could otherwise have a material adverse effect on the future operations or results of the Company. About Wolseley plc Wolseley plc is the world's largest specialist trade distributor of plumbing and heating products and a leading supplier of building materials to professional contractors in North America, the UK and Continental Europe. Group sales for the year ended July 31, 2005 were approximately 11.3 billion pounds and operating profit, before goodwill, was 721 million pounds. Wolseley has around 60,000 employees operating in 14 countries namely: UK, USA, France, Canada, Ireland, Italy, The Netherlands, Switzerland, Austria, Czech Republic, Hungary, Belgium, Luxembourg and Denmark. Wolseley is listed on the London and New York Stock Exchanges (LSE:WOS.L) (NYSE:WOS) and is in the FTSE 100 index of listed companies. DATASOURCE: Wolseley plc CONTACT: Investors-Analysts, John R. English, Director, Investor Relations, North America, +1-513-771-9000, or Press, Penny Studholme, Director of Corporate Communications, +0118 929 8886, both of Wolseley plc Web site: http://www.wolseley.com/

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