Meeting Customer Needs by Providing the Right Products and Services, When and Where They Are Needed, at Competitive Prices
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Meeting customer needs by providing the right products and services, when and where they are needed, at competitive prices ANNUAL REPORT AND ACCOUNTS 2004 Financial highlights +23.2% +31.0% > Group sales > Group operating profit up to £10.1 billion up to £580.2 million +31.2% +32.0% > Group pre-tax profit > Earnings per share before goodwill before goodwill amortisation up to amortisation up to £598.1 million 74.84 pence +32.3% +12.3% > Basic earnings per > Increase in total divi- share up to 68.15 dend for the year pence WO10065_01-43 12/10/04 11:14 am Page 01 01 The Wolseley Group Wolseley plc Annual Report and Accounts 2004 The Wolseley Group is the world’s number one distributor of heating and plumbing products and is a leading supplier of building materials to the professional market Wolseley is a unique business. No other organisation, anywhere in the world, is truly comparable. Where many distributors are nationally focused, we cross geographies. Where they may concentrate on narrow product lines, we distribute a diverse range to meet a wide spectrum of needs. Our customers are drawn from across the industry; self-employed contractors, large construction businesses and governments all depend on Wolseley’s expertise. We meet the demands of these customers by providing the products and services they need, when and where they need them, at prices that help them to achieve their objectives. CONTENTS IFC Financial highlights 59 Balance sheets 01 The Wolseley Group 60 Group cash flow statement 02 Our business 60 Group statement of total 04 Our key brands recognised gains and losses 06 Chairman’s statement 61 Accounting policies 08 Group Chief Executive’s review 63 Notes to the accounts 13 Company strategy and 84 Auditors’ report illustrative case studies 85 Principal subsidiary undertakings 26 Operating and financial review and their Directors 36 Our Board 87 Acquisitions completed 38 Corporate social during the year responsibility report 88 Five year summary 44 Report of the Directors 90 Proforma information in 46 Corporate governance United States dollars 52 Remuneration report 91 Group information 58 Group profit and loss account 92 Shareholder information WO10065_01-43 12/10/04 11:14 am Page 02 02 Our business Wolseley plc Annual Report and Accounts 2004 5.0 Our business 50,000 people are behind the success of Wolseley. Each and every one of them is dedicated to meeting customer needs No.WE ARE THE WORLD’S NUMBER ONE DISTRIBUTOR OF HEATING AND PLUMBING PRODUCTS AND A LEADING SUPPLIER OF BUILDING MATERIALS 1 MARKET CAPITALISATION VALUE IN POUNDS All figures shown are for the year ended STERLING 31 July 2004 or as at 31 July 2004 5bn WO10065_01-43 12/10/04 11:14 am Page 03 03 Our business Wolseley plc Annual Report and Accounts 2004 the average number of years it has taken for us to double our sales, over the last two decades % 32.3increase in earnings per share over the last year bnvalue in pounds sterling of sales achieved in 2003/4 POSITION 10 47 IN FTSE 100 WE AIM TO ACHIEVE DOUBLE-DIGIT GROWTH, 10 % YEAR ON YEAR branches across two continents provide convenient access to our services countries now benefit from 13the experience and expertise 3,637 of Wolseley businesses WO10065_01-43 12/10/04 11:14 am Page 04 04 Our key brands Wolseley plc Annual Report and Accounts 2004 Our North America key brands Europe Wolseley is an international business. We employ 50,000 people who operate 3,637 branches in 13 countries in Europe and North America. Ireland Our strength is to operate strong national businesses in home markets, retain local brand superiority, and continually exceed customer expectations through wider product ranges and superior service. Although the Wolseley name may not be universally familiar, the brands you see here are all well known and trusted in their home markets. Austria Czech Republic WO10065_01-43 12/10/04 11:14 am Page 05 05 Our key brands Wolseley plc Annual Report and Accounts 2004 USA Canada UK France Switzerland Italy SPA a company Hungary Netherlands Luxembourg Denmark WO10065_01-43 12/10/04 11:14 am Page 06 06 Chairman’s statement Wolseley plc Annual Report and Accounts 2004 Chairman’s statement We continue to meet customer needs through strong businesses operating in local markets John W Whybrow Chairman WO10065_01-43 12/10/04 11:14 am Page 07 07 Chairman’s statement Wolseley plc Annual Report and Accounts 2004 One year ago, in my first statement to you as Chairman, I said that it was The Board clear that the Wolseley strategy was delivering shareholder value. Twelve There have been four major changes to your Board during the year. months on, I am pleased to preface an Annual Report and Accounts that documents the most successful year in the Company’s history. John Allan reluctantly decided that the demands of his Chief Executive role at Exel plc, together with a range of new industry responsibilities, meant that We continue to meet customer needs through strong businesses operating he was no longer able to fulfil his Non Executive duties. Jacques Descours in local markets across Europe and North America. The Board is particularly left the Board on 7 October 2004 in anticipation of his expected retirement pleased with the Group’s performance in the UK, USA and Ireland. Across from Wolseley France in 2005. I would like to thank both John and Jacques these countries, we have worked with considerable success to fully reap for their insight and active contributions that each has brought to the Board the benefits of market conditions. over the last few years and wish them every success in the future. Elsewhere in this report you will find details of the Group’s core strategy, During the year we were delighted to welcome Nigel Stein and Andrew Duff which remains at the heart of the Wolseley business. This strategy is a to the Board as Non Executive Directors. Appointed on 1 December 2003, real and practical policy, which our management is actively implementing and subsequently joining the audit committee, Nigel is Finance Director of with commitment and expertise in every corner of our organisation. GKN plc. Andrew was appointed on 1 July 2004 and is a member of the remuneration and nominations committees. Following 14 years at BP plc, Charlie Banks and his fellow Executive Directors lead the management he is Chief Executive of RWE npower. I look forward to working closely team with vision and energy. This ranges from implementing a Group-wide with both of them and am confident that they will bring new skills and information technology project that will transform our infrastructure and experiences to the Board. our potential for improvement, through to exploiting growth opportunities in the marketplace be they organic or by acquisition. The issue of corporate governance has continued to exercise the minds of the business community and I am pleased to report that Gareth Davis The Group is increasingly recognised by our peers and external has now taken on the role of Senior Independent Non Executive Director. commentators for our consistently strong financial performance, In common with many other UK companies with US listings, we are finding as well as for our leading role in the marketplace. that we need to put significant time and effort into complying with the requirements of the US Sarbanes-Oxley Act. We are formalising many internal This year our results have been particularly impressive despite weaknesses processes and are ensuring that they are documented in a form that can in the US dollar and in some of the economies of Continental Europe. be externally verified. We are on track to comply with the requirements in From an international perspective, we have continued to promote the this financial year. Wolseley name and I look forward to our brand not only being increasingly recognised as the authority on building materials distribution across all In conclusion, I would like to thank all of our stakeholders for their support the countries in which we operate, but also representing the generation over the past year. From suppliers, customers and investors, we rely of shareholder value. on your goodwill and commitment as we strive to maintain our record of double-digit growth. I must reserve special thanks though for our 50,000 Dividend people, each of whom has played their part in making this such a very With our earnings per share before goodwill amortisation rising to successful year for Wolseley. 74.84 pence, the Board is recommending a final dividend of 16.0 pence, which represents a total dividend for the year of 23.8 pence. This is an Together, we face the future with confidence and optimism. Buoyed by increase of 12.3 per cent over the total dividend paid last year. a strategy that continues to deliver, along with strong management teams in our operating businesses who demonstrate leadership as well as management skill, we will generate further growth and improvement as we go forward. John W Whybrow Chairman WO10065_01-43 12/10/04 11:14 am Page 08 08 Group Chief Executive’s review Wolseley plc Annual Report and Accounts 2004 Group Chief Executive’s review Charles A Banks Group Chief Executive An eighth consecutive record year for Wolseley: High quality businesses directed by a proven strategy and led by outstanding managers I am proud and honoured to report that this has been the eighth consecutive record year for Wolseley. In 22 of the last 23 years, we have seen either increased sales or trading profits.