Group Income Statement (unaudited) Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 11,256.3 Revenue 6,734.5 5,331.9 (5.8) Operating costs: amortization of acquired intangibles (13.8) (0.7) (10,548.5) Operating costs: other (6,349.6) (5,016.3) (10,554.3) Operating costs: total (6,363.4) (5,017.0) 702.0 Operating profit 371.1 314.9 26.7 Finance revenue (note 3) 19.8 12.0 (63.5) Finance costs (note 3) (44.9) (30.1) 665.2 Profit before tax 346.0 296.8 (186.0) Tax expense (note 4) (100.5) (84.3) 479.2 Profit for the period attributable to equity shareholders 245.5 212.5 Earnings per share (note 6) 81.61p Basic earnings per share 41.58p 36.32p 80.75p Diluted earnings per share 41.13p 35.87p 26.40p Dividends per share 9.85p 8.80p Non-GAAP measures of performance (note 10) 707.8 Trading profit 384.9 315.6 671.0 Profit before tax and the amortization of acquired intangibles 359.8 297.5 Translation rates 1.8514 US dollars 1.7604 1.8548 1.4587 Euro 1.4619 1.4546 Group Statement of Recognized Income and Expense (unaudited) Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 479.2 Profit for the period 245.5 212.5 56.9 Currency translation differences (16.9) (25.7) (4.1) Actuarial losses (4.1) (15.4) (10.9) Cash flow hedges 12.6 (0.7) 30.2 Tax on gains/(losses) not recognized in the income statement (11.3) 5.6 72.1 Net (losses)/gains not recognized in the income statement (19.7) (36.2) 551.3 Total recognized income and expense 225.8 176.3 Group Balance Sheet (unaudited) As at As at As at July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds ASSETS Non-current assets 815.6 Intangible fixed assets - goodwill 1,004.2 729.0 132.8 Intangible fixed assets - other 230.1 56.1 882.9 Property, plant and equipment ("PPE") 990.0 771.3 54.8 Deferred income tax assets 34.4 117.2 5.7 Available for sale financial assets 4.3 2.9 1,891.8 2,263.0 1,676.5 Current assets 1,706.1 Inventories 1,886.6 1,589.5 2,241.4 Trade and other receivables 2,312.6 1,839.2 262.0 Financial receivables - construction loans (secured) 293.7 209.3 3.3 Derivative financial instruments 14.5 1.1 4.8 Trading investments 4.5 6.8 381.1 Cash and cash equivalents 438.8 246.3 4,598.7 4,950.7 3,892.2 8.1 Assets held for resale 5.9 4.4 6,498.6 Total assets 7,219.6 5,573.1 EQUITY Capital and reserves attributable to equity shareholders 389.3 Share capital and share premium 419.2 363.0 81.5 Foreign currency translation reserve 56.1 (25.7) 1,829.9 Retained earnings 1,979.7 1,615.1 2,300.7 2,455.0 1,952.4 LIABILITIES Non-current liabilities 18.0 Trade and other payables 18.0 - 1,044.6 Bank loans 1,351.9 879.8 57.9 Obligations under finance leases 49.2 42.6 61.5 Deferred income tax liabilities 79.3 32.4 181.1 Retirement benefit obligations 190.6 194.1 63.5 Provisions 78.1 83.1 1,426.6 1,767.1 1,232.0 Current liabilities 1,943.4 Trade and other payables 1,867.7 1,553.5 70.3 Corporation tax payable 61.1 124.9 262.0 Borrowings - construction loans (unsecured) 293.7 209.3 439.0 Bank loans and overdrafts 699.0 458.3 4.0 Obligations under finance leases 15.7 15.0 14.2 Derivative financial instruments 12.7 2.5 16.5 Retirement benefit obligations 17.1 15.8 21.9 Provisions 30.5 9.4 2,771.3 2,997.5 2,388.7 4,197.9 Total liabilities 4,764.6 3,620.7 6,498.6 Total equity and liabilities 7,219.6 5,573.1 Translation rates 1.7564 US dollars 1.7787 1.8833 1.4479 Euro 1.4631 1.4449 Group Cash Flow Statement (unaudited) Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds Cash flows from operating activities: 765.1 Cash generated from operations 258.1 303.1 26.1 Interest received 14.2 11.5 (57.4) Interest paid (32.0) (23.9) (150.7) Income tax paid (95.2) (97.1) 583.1 Net cash generated from operating activities 145.1 193.6 Cash flows from investing activities: (405.5) Acquisitions of businesses, net of cash acquired (420.5) (206.5) 4.5 Disposals of businesses, net of cash disposed of - - (217.5) Purchases of property, plant and equipment (138.7) (97.3) 73.9 Proceeds from sale of property, plant and equipment 11.2 57.1 (21.4) Purchases of intangible assets (4.8) (12.4) - Purchases of trading investments - (0.6) 1.6 Proceeds from disposal of trading investments 0.5 - (564.4) Net cash used in investing activities (552.3) (259.7) Cash flows from financing activities: 32.7 Proceeds from the issue of shares to shareholders 13.1 16.8 (18.6) Purchases of shares by Employee Benefit Trusts (10.7) (18.6) 409.9 New borrowings 854.4 182.4 (233.9) Repayments of borrowings and derivatives (149.8) (65.7) (5.2) Finance lease capital payments (4.3) (4.3) (145.4) Dividends paid to shareholders (104.0) (93.6) 39.5 Net cash generated from financing activities 598.7 17.0 58.2 Net increase/(decrease) in cash and bank overdrafts 191.5 (49.1) (87.7) Cash and bank overdrafts at the beginning of the period (56.0) (87.7) (26.5) Exchange (losses)/gains on cash and bank overdrafts (17.4) 9.8 (56.0) Cash and bank overdrafts at the end of the period 118.1 (127.0) Reconciliation of Profit to Net Cash Flow from Operating Activities (unaudited) Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 479.2 Profit for the period 245.5 212.5 36.8 Finance costs - net 25.1 18.1 186.0 Income tax expense 100.5 84.3 116.5 Depreciation of PPE and amortization of non-acquired intangibles 61.5 55.9 5.8 Amortization of acquired intangibles 13.8 0.7 (11.1) Profit on disposal of PPE (2.5) (4.3) (55.3) Increase in inventories (119.8) (47.5) (180.2) Decrease/(increase) in trade and other receivables 70.7 95.5 168.1 (Decrease)/increase in trade and other payables (169.6) (124.8) (0.3) Increase/(decrease) in provisions and other liabilities 20.3 (0.8) 19.6 Share based payments and other non cash items 12.6 13.5 765.1 Net cash generated from operations 258.1 303.1 Notes to the interim financial information for the six months ended January 31, 2006 1. Basis of preparation The next annual financial statements of the Group will be prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and to those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The financial information contained in these interim financial statements has been prepared on the basis of IFRS that the directors expect to be applicable as at July 31, 2006. IFRS is subject to amendment and interpretation by the IASB and there is an ongoing process of review and endorsement by the European Commission. For these reasons, it is possible that the information presented here may be subject to change before its inclusion in the 2006 Report and Accounts, which will be the Group's first complete financial statements prepared in accordance with IFRS. The accounting policies followed in the interim financial statements are set out in Appendix 1. The results for the first half of the financial year have not been audited and were approved by the Board of Directors on March 20, 2006. The summary of results for the year ended July 31, 2005 does not constitute the full financial statements within the meaning of s240 of the Companies Act 1985. The full financial statements for that year, prepared under UK GAAP, have been reported on by the Group's auditors and delivered to the Registrar of Companies. The audit report was unqualified and did not contain a statement under s237(2) or s237(3) of the Companies Act 1985. 2. Segmental analysis of results The Group has a single business segment, the distribution and supply of construction materials. The Group's geographical segments are Europe, consisting of UK and Ireland, France and Central Europe, and North America. The Group has determined that its geographical segments are its primary segments for IFRS reporting purposes. The revenue, operating profit and trading profit of the Group's geographical segments are detailed in the following three tables. Revenue by geographical segment Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 2,353.9 UK and Ireland 1,262.1 1,155.0 1,644.4 France 800.6 783.9 638.7 Central Europe 362.5 316.1 4,637.0 Europe 2,425.2 2,255.0 6,619.3 North America 4,309.3 3,076.9 11,256.3 Total 6,734.5 5,331.9 Operating profit by geographical segment Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 181.2 UK and Ireland 86.6 84.2 97.4 France 35.6 40.7 29.8 Central Europe 13.7 15.7 (3.0) European central costs (4.5) (1.8) 305.4 Europe 131.4 138.8 422.8 North America 260.0 194.0 (26.2) Group central costs (20.3) (17.9) 702.0 Total 371.1 314.9 Trading profit by geographical segment Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 182.9 UK and Ireland 89.6 84.7 97.8 France 35.8 40.7 30.2 Central Europe 14.3 15.7 (3.0) European central costs (4.5) (1.8) 307.9 Europe 135.2 139.3 426.1 North America 270.0 194.2 (26.2) Group central costs (20.3) (17.9) 707.8 Total trading profit (note 10) 384.9 315.6 (5.8) Amortization of acquired intangibles (13.8) (0.7) 702.0 Total operating profit 371.1 314.9 The amortization of acquired intangibles for the six months ended January 31, 2006 attributable to the above segments is UK and Ireland 3.0 million pounds (January 31, 2005: 0.5 million pounds); France 0.2 million pounds (January 31, 2005: nil pounds); Central Europe 0.6 million pounds (January 31, 2005: nil pounds); North America 10.0 million pounds (January 31, 2005: 0.2 million pounds). The Group will prepare segmental disclosures in accordance with US GAAP and include them in its Form 20-F for the full year ending July 31, 2006. The disclosure requirements under US GAAP differ from those under IFRS, such that revenue and operating profit for North America will be further analyzed by operating segment in the Form 20-F. In order to ensure consistency of information disclosed to all investors, the following table is included in these interim financial statements. Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds Revenue 3,858.6 US Plumbing and Heating 2,573.6 1,772.2 2,248.9 US Building Materials 1,418.5 1,058.3 511.8 Canada 317.2 246.4 6,619.3 North America 4,309.3 3,076.9 Operating profit (before amortization of acquired intangibles) 260.0 US Plumbing and Heating 166.9 122.4 131.6 US Building Materials 89.4 56.0 35.6 Canada 19.2 16.4 (1.1) North American central costs (5.5) (0.6) 426.1 North America 270.0 194.2 The amortization of acquired intangibles for the six months ended January 31, 2006 attributable to the above segments is US Plumbing and Heating 2.8 million pounds (January 31, 2005: 0.2 million pounds); US Building Materials 7.1 million pounds (January 31, 2005: nil pounds); Canada 0.1 million pounds (January 31, 2005: nil pounds). Analysis of movement in revenue New Acqui- Acqui- sitions sitions Increment Organic Change 2005 Exchange 2006 2005 2006 mil. mil. mil. mil. mil. % mil. pounds pounds pounds pounds pounds pounds UK and Ireland 1,155.0 - 75.8 13.9 17.4 1.5 1,262.1 France 783.9 (3.9) 0.9 10.8 8.9 1.1 800.6 Central Europe 316.1 (1.8) 11.1 17.3 19.8 6.3 362.5 Europe 2,255.0 (5.7) 87.8 42.0 46.1 2.0 2,425.2 US Plumbing and Heating 1,772.2 95.0 72.9 129.4 504.1 27.0 2,573.6 US Building Materials 1,058.3 56.8 45.3 169.5 88.6 7.9 1,418.5 Canada 246.4 29.7 1.2 8.0 31.9 11.6 317.2 North America 3,076.9 181.5 119.4 306.9 624.6 19.2 4,309.3 TOTAL 5,331.9 175.8 207.2 348.9 670.7 12.2 6,734.5 Analysis of movement in operating profit (before amortization of acquired intangibles) New Acqui- Acqui- sitions sitions Increment Organic Change 2005 Exchange 2006 2005 2006 mil. mil. mil. mil. mil. % mil. pounds pounds pounds pounds pounds pounds UK and Ireland 84.7 - 2.6 0.7 1.6 2.0 89.6 France 40.7 (0.2) - 0.2 (4.9) (12.0) 35.8 Central Europe 15.7 (0.1) 0.8 0.7 (2.8) (18.0) 14.3 European central costs (1.8) - - - (2.7) (4.5) Europe 139.3 (0.3) 3.4 1.6 (8.8) (6.2) 135.2 US Plumbing and Heating 122.4 6.6 4.4 7.8 25.7 20.0 166.9 US Building Materials 56.0 3.0 2.3 17.0 11.1 18.7 89.4 Canada 16.4 2.0 - 0.4 0.4 2.1 19.2 North American central costs (0.6) - - - (4.9) (5.5) North America 194.2 11.6 6.7 25.2 32.3 15.7 270.0 Group central costs (17.9) - - - (2.4) (20.3) TOTAL 315.6 11.3 10.1 26.8 21.1 6.5 384.9 3 Net finance costs Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 26.7 Interest receivable 19.2 12.0 - Net pension finance income 0.6 - 26.7 Finance revenue 19.8 12.0 (55.2) Interest payable on loans and overdrafts (42.9) (25.8) (2.3) Interest payable on finance leases (1.2) (1.0) 0.6 Fair value (losses)/gains on derivatives (0.8) (0.1) (6.6) Net pension finance cost - (3.2) (63.5) Finance costs (44.9) (30.1) (36.8) Net finance costs (25.1) (18.1) 4 Taxation The tax charge on ordinary activities for the half year has been calculated at the rate which it is expected will apply for the year ending July 31, 2006 and comprises the following elements: Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds Tax on profit for the period 38.0 - UK 11.1 21.7 103.8 - Overseas 67.8 65.5 141.8 78.9 87.2 44.2 Deferred tax 21.6 (2.9) 186.0 100.5 84.3 5 Dividends Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 51.7 Interim paid - - 93.6 Final paid 104.0 93.6 145.3 Dividends charge for the period 104.0 93.6 6 Earnings per share Earnings per share, calculated on an average of 590.4 million (2005: 585.5 million) ordinary shares in issue, are as follows: Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds Pence per Pence per Pence per share share share 82.60p Before amortization of acquired intangibles 43.91p 36.44p (0.99)p Amortization of acquired intangibles (2.33)p (0.12)p 81.61p Basic earnings per share 41.58p 36.32p The impact of all potentially dilutive share options on earnings per share would be to increase the weighted average number of shares in issue to 596.9 million and to reduce basic earnings per share to 41.13p. Diluted earnings per share before amortization of acquired intangibles is 43.44p. 7 Reconciliation of movements in capital and reserves Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 479.2 Profit for the period 245.5 212.5 72.1 Other recognized income and expense (19.7) (36.2) (145.3) Dividends paid (104.0) (93.6) 22.7 Credit to equity for share based payments 26.0 15.9 3.5 Deferred tax on share based payments 4.1 1.2 32.7 New share capital subscribed 13.1 16.8 (18.6) Purchase of own shares (10.7) (18.6) 446.3 Net addition to shareholders' funds 154.3 98.0 1,854.4 Opening shareholders' funds 2,300.7 1,854.4 2,300.7 Closing shareholders' funds 2,455.0 1,952.4 8 Analysis of change in net debt Non At cash At July 31 Cash Acqui- move- Exchange January 31 2005 flow sitions ments movement 2006 mil. mil. mil. mil. mil. mil. pounds pounds pounds pounds pounds pounds Cash and cash equivalents 381.1 77.2 - - (19.5) 438.8 Bank overdrafts (437.1) 114.3 - - 2.1 (320.7) (56.0) 191.5 - - (17.4) 118.1 Trading investments 4.8 (0.5) 0.2 - - 4.5 Derivative financial instruments (10.9) 5.6 - 5.9 1.2 1.8 Bank loans (1,046.5) (710.2) (9.0) (0.9) 36.4 (1,730.2) Obligations under finance leases (61.9) 4.3 (0.1) (7.6) 0.4 (64.9) Total net debt (1,170.5) (509.3) (8.9) (2.6) 20.6 (1,670.7) 9 Acquisitions The following table summarizes the investment in acquisitions made during the half year. In certain cases the consideration is deferred or subject to adjustment and includes net borrowings acquired. Acquisitions Expected contribution Estimated to group consideration revenue in a including debt full year mil. pounds mil. pounds UK and Ireland 225 280 France 5 9 Central Europe 21 34 Europe 251 323 US Plumbing and Heating 110 214 US Building Materials 74 162 Canada 1 2 North America 185 378 Total Group 436 701 Ten additional acquisitions, for a combined consideration of 162 million pounds, have been completed since January 31, 2006 with three in US Plumbing and Heating, two in US Building Materials and one in Canada in North America and four in France. They are expected to contribute 224 million pounds to Group turnover in a full year. Acquisition cash expenditure during the period, including any deferred consideration in respect of prior period acquisitions and net cash balances acquired, amounted to 420.5 million pounds (2005: 206.5 million pounds). 10 Non-GAAP measures of performance Trading profit is defined as operating profit before the amortization of acquired intangibles and is a non-GAAP measure. The current businesses within Wolseley have arisen through internal organic growth and through acquisition. Operating profit includes the amortization of acquired intangibles arising on those businesses that have been acquired subsequent to July 31, 2004 and as such does not reflect equally the performance of businesses acquired prior to July 31, 2004 (where no amortization of acquired intangibles was recognized), businesses that have developed organically where no intangibles are attributed and those businesses more recently acquired. Wolseley believes that trading profit provides valuable additional information for users of the interim financial statement in assessing the Group's performance since it provides information on the performance of the business that local managers are more directly able to influence and on a basis consistent across businesses. Year to Half year to Half year to July 31 January 31 January 31 2005 2006 2005 mil. pounds mil. pounds mil. pounds 702.0 Operating profit 371.1 314.9 Add back: amortization of acquired 5.8 intangibles 13.8 0.7 707.8 Trading profit 384.9 315.6 665.2 Profit before tax 346.0 296.8 Add back: amortization of acquired 5.8 intangibles 13.8 0.7 Profit before tax and the 671.0 amortization of acquired intangibles 359.8 297.5 11 Exchange rates The results of overseas subsidiaries have been translated into sterling using average rates of exchange. The period end rates of exchange have been used to convert balance sheet amounts. The average profit and loss account translation rate for the first six months was $1.7604 to the 1 pound compared to $1.8548 for the comparable period last year, an increase of 5.4%, and euro 1.4619 to the 1 pound compared to euro 1.4546, a decrease of 0.5%. Should the exchange rates between the US$ and pound, and the euro and the pound, remain at the January 31, 2006 spot rates used to translate the January 31, 2006 balance sheet ($1.7787 and euro 1.4631) then the averages for the year as a whole would be $1.7688 and euro 1.4624 and this would have the effect of decreasing sales and trading profit for the first half by 19.4 million pounds and 0.8 million pounds, respectively. 12 Adoption of International Financial Reporting Standards As at As at As at July 31 January 31 August 1 2005 2005 2004 mil. pounds mil. pounds mil. pounds Net assets under UK GAAP 2,306.9 2,026.3 1,901.9 Adjustments (before taxation) Intangible assets (i) 50.9 27.8 0.7 Post employment benefits (ii) (152.1) (162.1) (147.6) Share based payments (iii) (12.5) (11.2) (14.3) Leases (iv) (7.8) (7.1) (6.5) Derivatives (v) (10.9) (1.4) (0.5) Post balance sheet events (vi) 104.0 51.7 93.6 Other (16.0) (10.8) (13.6) (44.4) (113.1) (88.2) Taxation (vii) 38.2 39.2 40.7 Net assets under IFRS 2,300.7 1,952.4 1,854.4 Year to Half year to July 31 January 31 2005 2005 mil. pounds mil. pounds Net income under UK GAAP 461.2 204.0 Adjustments (before taxation) Intangible assets (i) 37.3 20.2 Post employment benefits (ii) 0.6 0.7 Share based payments (iii) (21.6) (12.8) Leases (iv) (1.3) (0.6) Foreign exchange gains and losses (viii) 3.9 (0.7) Other (1.5) 2.8 17.4 9.6 Taxation (vii) 0.6 (1.1) Net income under IFRS 479.2 212.5 The adjustments made in converting UK GAAP financial information into IFRS financial information are summarized below. A more comprehensive review of the adjustments made in respect of the year ended July 31, 2005 can be found in the Group's IFRS Statement dated November 22, 2005 on its website http://www.wolseley.com/ in the "Investor Centre" section. The net assets of the Group under IFRS contained in that statement have been reduced by 13 million pounds in order to reflect the Group's most recent interpretation of its IFRS deferred tax position. (i) Intangible assets Under UK GAAP, goodwill was amortized over its useful economic life, tested for impairment and provided against as necessary. Under IFRS, goodwill is no longer amortized but must be tested for impairment as at August 1, 2004 (the transition date) and at least annually thereafter. Goodwill amortization charged under UK GAAP during the year ended July 31, 2005 has been credited back to the income statement under IFRS. In addition IFRS requires identifiable intangible assets to be recognized separately on the balance sheet and consequently certain intangible assets, such as contractual customer relationships and trade names, which were previously recorded as part of goodwill under UK GAAP, have been separately recognized as intangible assets under IFRS and amortized over their expected useful lives. (ii) Post-employment benefits Under UK GAAP, the Group accounted for post-employment benefits under SSAP 24, "Accounting for pension costs," whereby the cost of providing defined benefit pensions and post-retirement healthcare benefits was charged against operating profit on a systematic basis with surpluses and deficits arising recognized over the expected average remaining service lives of participating employees. Actuarial gains and losses are charged to equity and the net deficit on the Group's defined benefit pension schemes is carried in full in the Group's IFRS balance sheet. (iii) Share-based payments Under UK GAAP, the cost of awards made under the Group's employee share schemes was based on the intrinsic value of the awards, with the exception of SAYE schemes for which no cost was recognized. Under IFRS 2, "Share-based Payment," the cost of employee share schemes, including SAYE schemes, is based on the fair value of the awards that must be assessed using an option-pricing model. The Group has principally used a binomial model for this purpose. Generally, for an equity-settled award, the fair value of the award at the grant date is expensed on a straight-line basis over the vesting period, with adjustments being made to reflect expected and actual forfeitures during the vesting period due to failure to satisfy service conditions or achieve non-market performance conditions, such as EPS growth targets. For a cash-settled award, the fair value of the award at each balance sheet date is used to calculate the probable liability of the Group; changes in this liability from the opening to closing balance sheet are charged or credited to the income statement. (iv) Leases IAS 17, "Leases" requires that the land and buildings elements of property leases are considered separately for the purposes of determining whether the lease is a finance or operating lease. The majority of the Group's leased buildings are on short-term leases and, consistent with UK GAAP, are classified as operating leases under IFRS. There are, however, a small number of leases where the building element of the lease has been reclassified as a finance lease based on the criteria set out in IAS 17. Under UK GAAP, committed rental increases, which could be considered in the same way as inflationary increases and increases due to market comparables, were generally recognized as they arose and property lease incentives were generally recognized over the period to the first market rent review. Under IFRS, committed rental increases and lease incentives are required to be spread over the entire lease term. (v) Derivatives and hedge accounting The Group uses derivative contracts to manage economic exposure to movements in interest rates and currency exchange rates. Under UK GAAP, such derivative contracts were not recognized as assets and liabilities on the balance sheet and gains or losses arising on them were not recognized until the hedged item had itself been recognized in the financial statements. Under IFRS all derivative financial instruments are accounted for at fair market value whilst other financial instruments are accounted for either at amortized cost or at fair value depending on their classification. Subject to stringent criteria, derivative financial instruments, financial assets and financial liabilities may be designated as forming hedge relationships as a result of which fair value changes are offset in the income statement or charged/credited to equity depending on the nature of the hedge relationship. Hedge accounting has been applied to the Group's interest rate swaps (which are hedging floating rate debt) and foreign currency financial instruments (which are hedging the net assets of the Group's foreign operations). (vi) Post balance sheet events Under UK GAAP dividends were recognized in the period to which they related. IAS 10, "Events after the Balance Sheet Date" requires that dividends declared or approved after the balance sheet date should not be recognized as a liability at that balance sheet date as the liability does not represent a present obligation as defined by IAS 37, "Provisions, Contingent Liabilities and Contingent Assets." (vii) Taxation Under UK GAAP, deferred tax was provided on timing differences between the accounting and taxable profit (an income statement approach). Under IFRS, deferred tax is provided on temporary differences between the book carrying value and tax base of assets and liabilities (a balance sheet approach). As a result, the Group's IFRS balance sheet includes an additional deferred tax liability in respect of fair value property revaluations on acquisitions and property roll-over gains. In addition, deferred tax has been recognized on the adjustments between UK GAAP and IFRS with the majority of the net deferred tax asset relating to the adjustments for share options and post- employment benefits (reflecting the substantially increased defined benefit liability under IFRS). (viii) Foreign exchange gains and losses A small number of the Group's subsidiary companies have changed their functional currency in order to comply with the more stringent functional currency requirements of IAS 21, "The Effects of Changes in Foreign Exchange Rates" which requires companies that are acting on behalf of the parent company to have the same functional currency as the parent company. As a result, some foreign exchange differences arising in these companies have been recorded in the Group's income statement under IFRS rather than in equity, under UK GAAP. Independent review report to Wolseley plc Introduction We have been instructed by the company to review the financial information for the six months ended January 31, 2006 which comprises the consolidated interim balance sheet as at January 31, 2006 and the related consolidated interim income statement, cash flow statement, statement of recognized income and expense for the six months then ended and related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority. As disclosed in note 1, the next annual financial statements of the group will be prepared in accordance with International Financial Reporting Standards adopted by the European Union. This interim report has been prepared in accordance with the basis set out in note 1. The accounting policies are consistent with those that the directors intend to use in the next annual financial statements. As explained in note 1, there is, however, a possibility that the directors may determine that some changes are necessary when preparing the full annual financial statements for the first time in accordance with International Financial Reporting Standards adopted by the European Union. The IFRS standards and IFRIC interpretations that will be applicable and adopted for use in the European Union at July 31, 2006 are not known with certainty at the time of preparing this interim financial information. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of Group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the disclosed accounting policies have been applied. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit and therefore provides a lower level of assurance. Accordingly we do not express an audit opinion on the financial information. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Listing Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended January 31, 2006. PricewaterhouseCoopers LLP Chartered Accountants London March 21, 2006 Notes: (a) The maintenance and integrity of the Wolseley plc web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the web site. (b) Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions. Appendix 1 - Accounting Policies The consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, including interpretations issued by the International Accounting Standards Board ("IASB") and its committees and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The disclosures required by IFRS 1, "First Time Adoption of International Financial Reporting Standards" concerning the transition from UK GAAP to IFRS are given in note 12. The date of transition to IFRS is August 1, 2004. A summary of the principal accounting policies applied by the Group in the preparation of the consolidated interim financial statements is set out below. Basis of accounting The consolidated financial information has been prepared under the historical cost convention as modified by the revaluation of available for sale investments and financial assets and liabilities held for trading. First time adoption of International Financial Reporting Standards IFRS 1, "First-time Adoption of International Financial Reporting Standards" sets out the procedures that the Group must follow when it adopts IFRS for the first time as the basis for preparing its consolidated financial statements. The Group is required to establish its IFRS accounting policies as at July 31, 2006 and, in general, apply these retrospectively to determine the IFRS opening balance sheet at its date of transition, August 1, 2004. Certain optional exemptions to this general principle are available under IFRS 1 and the significant first-time adoption choices made by the Group are as follows. - The Group has elected not to apply IFRS 3 retrospectively to business combinations that took place before August 1, 2004. As a result, in the IFRS opening balance sheet, goodwill arising from past business combinations of 665.9 million pounds remains as stated under UK GAAP at that date. - The Group has elected to recognize all cumulative actuarial gains and losses in relation to post employment defined benefit schemes at the date of transition. In addition, the Group has elected to recognize actuarial gains and losses in full in the period in which they occur in a statement of recognized income and expense. - The Group has elected to apply IFRS 2, "Share Based Payment" only to equity-settled awards that had not vested as at August 1, 2004 and were granted on or after November 7, 2002 and cash-settled awards that had not vested as at August 1, 2004. - The Group has elected to reset the foreign currency translation reserve to zero at August 1, 2004. Going forward, IFRS requires amounts taken to reserves on the retranslation of foreign subsidiaries to be recorded in a separate foreign currency translation reserve and be included in the future calculation of profit or loss on sale of the subsidiary. - The Group has elected to implement IAS 39, "Financial Instruments: Recognition and Measurement" and IAS 32, "Financial Instruments: Disclosure and Presentation" at its date of transition, August 1, 2004, and apply hedge accounting where the requirements of IAS 39 are met. Consolidation The consolidated financial information includes the results of the parent Company and its subsidiary undertakings drawn up to January 31, 2006. The trading results of businesses acquired, sold or discontinued during the year are included in profit on ordinary activities from the date of effective acquisition or up to the date of sale or discontinuance. Intra-group transactions and balances and any unrealized gains and losses arising from intra-group transactions are eliminated on consolidation. Foreign currencies Items included in the financial statements of each of the Group's subsidiary undertakings are measured using the currency of the primary economic environment in which the subsidiary undertaking operates (the "functional currency"). The consolidated financial statements are presented in sterling, which is the presentational currency of the Group and the functional currency of the parent Company. The trading results of overseas subsidiary undertakings are translated into sterling using average rates of exchange ruling during the relevant financial period. The balance sheets of overseas subsidiary undertakings are translated into sterling at the rates of exchange ruling at the period end. Exchange differences arising between the translation into sterling of the net assets of these subsidiary undertakings at rates ruling at the beginning and end of the year are recognized in the currency translation reserve as are exchange differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against foreign currency net assets. Changes in the fair value and the final settlement value of derivative financial instruments, entered into to hedge foreign currency net assets and that satisfy the hedging conditions of IAS 39, are recognized in the currency translation reserve (see the separate accounting policy on derivative financial instruments). In the event that an overseas subsidiary undertaking is sold, the gain or loss on disposal recognized in the income statement is determined after taking into account the cumulative currency translation differences that are attributable to the subsidiary undertaking concerned. As permitted by IFRS 1, the Group has elected to deem the cumulative currency translation differences of the Group to be nil pounds as at August 1, 2004. As a result the gain or loss on disposal of an overseas subsidiary undertaking does not include currency translation differences arising before August 1, 2004. Foreign currency transactions entered into during the year are translated into sterling at the rates of exchange ruling on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All currency translation differences are taken to the income statement with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against foreign currency net assets as detailed above. Revenue Revenue is the amount receivable for the provision of goods and services falling within the Group's ordinary activities, excluding intra-group sales, estimated and actual sales returns, trade and early settlement discounts, value added tax and similar sales taxes. Revenue from the provision of goods is recognized when the risks and rewards of ownership of goods have been transferred to the customer. The risks and rewards of ownership of goods are deemed to have been transferred when the goods are shipped to, or are picked up by, the customer. Revenue from services, other than those that arise from construction service contracts (see below), are recognized when the service provided to the customer has been completed. Revenue in respect of construction service contracts, where the Group is providing framing lumber installation services to residential property companies, is recognized using the percentage of completion method, with the percentage complete being determined by comparing the percentage of costs incurred to date with the estimated total costs of the contract. Losses on these contracts, if any, are recognized in the period when such losses become probable and can be reasonably estimated. Revenue from the provision of goods and all services is only recognized when the amounts to be recognized are fixed or determinable and collectibility is reasonably assured. Vendor rebates The Group enters into agreements with certain vendors providing for inventory purchase rebates. These purchase rebates are accrued as earned and are recorded initially as a reduction in inventory with a subsequent reduction in cost of sales when the related product is sold. Business Combinations The Group has applied the purchase method in its accounting for the acquisition of subsidiaries. As permitted by IFRS 1, the Group has elected not to apply IFRS 3 "Business Combinations" to acquisitions of subsidiaries that were recognized before August 1, 2004 and as a result the carrying amount of goodwill recognized as an asset under UK GAAP has been brought forward unadjusted as the cost of goodwill recognized under IFRS as at August 1, 2004. IFRS 3 has been applied with effect from August 1, 2004 and goodwill amortization ceased from that date. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the group's share of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement. Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary undertaking at the date of acquisition. Goodwill on acquisitions of subsidiary undertakings is included in intangible assets. Goodwill is not amortized but is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the lowest level within the Group at which the associated goodwill is monitored for management purposes and is not larger than the primary or secondary reporting segments determined in accordance with IAS 14 "Segmental Reporting". Other intangible assets An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognized to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights. Intangible assets, primarily brands, trade names and customer relationships, acquired as part of a business combination are capitalized separately from goodwill and are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is calculated using the reducing balance method for customer relationships and the straight-line method for other intangible assets. The cost of the intangible assets is amortized over their estimated useful lives. Computer software that is not integral to an item of property, plant and equipment is recognized separately as an intangible asset and is carried at cost less accumulated amortization and accumulated impairment losses. Costs include software licences, consulting costs attributable to the development, design and implementation of the computer software and internal costs directly attributable to the development, design and implementation of the computer software. Costs in respect of training and data conversion are expensed as incurred. Amortization is calculated using the straight-line method so as to charge the cost of the computer software to the income statement over its estimated useful life (3-5 years). Property, plant and equipment ("PPE") PPE is carried at cost less accumulated depreciation and accumulated impairment losses, except for land and assets in the course of construction, which are not depreciated and are carried at cost less accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items. In addition, subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to the income statement during the financial period in which they are incurred. Depreciation on assets is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life, as follows: Freehold buildings and long leaseholds 35-50 years; Short leaseholds over the period of the lease Plant and machinery 7-10 years Fixtures and fittings 5-7 years Computers 3-5 years Motor vehicles 4 years The residual values and useful lives of PPE are reviewed and adjusted if appropriate at each balance sheet date. Borrowing costs attributable to assets under construction are charged to the income statement in the period in which they are incurred. Leased assets Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have transferred to the Group, are capitalized in the balance sheet and depreciated over the shorter of the lease term or their useful lives. The asset is recorded at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease. The capital elements of future obligations under finance leases are included in liabilities in the balance sheet and analyzed between current and non-current amounts. The interest elements of future obligations under finance leases are charged to the income statement over the periods of the leases and represent a constant proportion of the balance of capital repayments outstanding in accordance with the effective interest rate method. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. The cost of operating leases (net of any incentives received from the lessor) is charged to the income statement on a straight line basis over the periods of the leases. Assets held for sale Assets are classified as held for sale if their carrying amount will be recovered by sale rather than by continuing use in the business. For this to be the case, the asset must be available for immediate sale in its present condition, management must be committed to and have initiated a plan to sell the asset which, when initiated, was expected to result in a completed sale within twelve months. Assets that are classified as held for sale are not depreciated and are measured at the lower of their carrying amount and fair value less costs to sell. Impairment of assets Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. Assets that are subject to amortization are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method or the average cost method as appropriate to the nature of the transactions in those items of inventory. The cost of goods purchased for resale includes import and custom duties, transport and handling costs, freight and packing costs and other attributable costs less trade discounts, rebates and other subsidies. It excludes borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Taxation Current tax represents the expected tax payable (or recoverable) on the taxable income for the year using tax rates enacted or substantively enacted at the balance sheet date and taking into account any adjustments arising from prior years. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Derivative financial instruments Derivative financial instruments, in particular, interest rate swaps and currency swaps, are used to manage the financial risks arising from the business activities of the Group and the financing of those activities. There is no trading activity in derivative financial instruments. At the inception of a hedging transaction entailing the use of derivative financial instruments, the Group documents the relationship between the hedged item and the hedging instrument together with its risk management objective and the strategy underlying the proposed transaction. The Group also documents its assessment, both at the inception of the hedging relationship and subsequently on an ongoing basis, of the effectiveness of the hedge in offsetting movements in the fair values or cash flows of the hedged items. Derivative financial instruments are recognized as assets and liabilities measured at their fair values at the balance sheet date. Where derivative financial instruments do not fulfill the criteria for hedge accounting contained in IAS 39, changes in their fair values are recognized in the income statement. When hedge accounting is used, the relevant hedging relationships are classified as fair value hedges, cash flow hedges or net investment hedges. Where the hedging relationship is classified as a fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the increase or decrease in its fair value attributable to the hedged risk and the resulting gain or loss is recognized in the income statement where, to the extent that the hedge is effective, it will be offset by the change in the fair value of the hedging instrument. Where the hedging relationship is classified as a cash flow hedge or as a net investment hedge, to the extent the hedge is effective, changes in the fair value of the hedging instrument arising from the hedged risk are recognized directly in equity rather than in the income statement. When the hedged item is recognized in the financial statements, the accumulated gains and losses recognized in equity are either recycled to the income statement or, if the hedged item results in a non- financial asset, are recognized as adjustments to its initial carrying amount. Pensions and other post retirement benefits Contributions to defined contribution pension plans and other post retirement benefits are charged to the income statement as incurred. For defined benefit pension plans and other retirement benefits, the cost is calculated annually using the projected unit credit method and is recognized over the average expected remaining service lives of participating employees, in accordance with the recommendations of independent qualified actuaries. The current service cost of defined benefit plans is recorded within operating profit, the expected return from pension scheme assets is recorded within finance revenue and the interest on pension scheme liabilities is recorded within finance costs. Past service costs resulting from enhanced benefits are recorded within operating profit and recognized on a straight- line basis over the vesting period, or immediately if the benefits have vested. Actuarial gains and losses, which represent differences between the expected and actual returns on the plan assets and the effect of changes in actuarial assumptions, are recognized in full in the statement of recognized income and expense in the period in which they occur. The defined benefit liability or asset recognized in the balance sheet comprises the net total for each plan of the present value of the benefit obligation at the balance sheet date, less any past service costs not yet recognized, less the fair value of the plan assets, if any, at the balance sheet date. Where a plan is in surplus, the asset recognized is limited to the amount of any unrecognized past service costs and the present value of any amount which the Group expects to recover by way of refunds or a reduction in future contributions. Trade receivables Trade receivables are recognized initially at fair value and measured subsequently at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet to the extent that there is no right of offset and practice of net settlement with cash balances. Share capital The Company only has one class of shares, ordinary shares, which are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds, net of tax. Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of tax), is deducted from equity attributable to the company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects, is included in equity attributable to the Company's equity holders. Borrowings Borrowings are recognized initially at cost being the fair value of the consideration received net of transaction costs incurred. Borrowings are subsequently stated at amortized cost with any difference between the proceeds (net of transaction costs) and the redemption value being recognized in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Investments The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. (a) Financial assets at fair value through profit or loss This category comprises financial assets held for trading which have been acquired principally for the purpose of selling in the short term. Derivatives also fall within this category unless they are designated as hedges and the hedge is effective for accounting purposes. Assets in this category are classified as current. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the balance sheet. (c) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. They are included in non-current assets unless the investment is due to mature within 12 months of the balance sheet date (d) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are subsequently carried at amortized cost using the effective interest method. Realized and unrealized gains and losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss" category are included in the income statement in the period in which they arise. Unrealized gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognized in equity. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities. Provisions Provisions for environmental restoration, restructuring costs and legal claims are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Such provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money. Provisions are not recognized for future operating losses. Provisions for insurance represent an estimate, based on historical experience, of the ultimate cost of settling outstanding claims and claims incurred but not reported at the balance sheet. Share based payments Share-based incentives are provided to employees under the Group's executive share option, long term incentive and share purchase schemes. The Group recognizes a compensation cost in respect of these schemes that is based on the fair value of the awards, measured using Black-Scholes, Binomial and Monte Carlo valuation methodologies. For equity-settled schemes, the fair value is determined at the date of grant and is not subsequently re-measured unless the conditions on which the award was granted are modified. For cash- settled schemes, the fair value is determined at the date of grant and is re- measured at each balance sheet date until the liability is settled. Generally, the compensation cost is recognized on a straight-line basis over the vesting period. Adjustments are made to reflect expected and actual forfeitures during the vesting period due to the failure to satisfy service conditions or achieve non-market performance conditions. As permitted by IFRS 1, the Group has applied IFRS 2 "Share-based Payment" retrospectively only to equity-settled awards that had not vested as at August 1, 2004 and were granted on or after November 7, 2002 and cash-settled awards that had not vested as at August 1, 2004. Dividends payable Dividends on ordinary shares are recognized as a liability in the Group's financial statements in the period in which the dividends are approved by the shareholders of the Company or paid. DATASOURCE: Wolseley plc

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