Annual Report and Accounts 2011 w The best local distributor Contents Strategic overview Corporate governance Other information 01 Highlights 54 Board of Directors 153 Five year summary 02 Group overview 56 Corporate governance report 155 Pro forma information in United States dollars 04 Chairman’s statement 71 Directors’ responsibility statement 156 Principal subsidiary undertakings and their directors 06 Chief Executive’s review 72 Remuneration report 158 Shareholder information 08 Key performance indicators (“KPIs”) 83 Other statutory information 159 Group information 10 Value creation in action 160 Forward-looking statements 10 Best customer service Financial statements 12 Best branch staff 87 Index to financial statements 14 Preferred vendor relationships 88 Group income statement 16 Most efficient operating model 89 Group statement of comprehensive income 89 Group statement of changes in equity Business and performance 90 Group balance sheet 18 The business 91 Group cash flow statement 22 USA 92 Notes to the consolidated financial statements 24 Canada 145 Independent auditors’ report to the members 26 UK of Wolseley plc (in respect of consolidated 28 Nordic region financial statements) 30 France 146 Company profit and loss account 32 Central Europe 146 Company balance sheet 34 Financial review 147 Notes to the Company financial statements 38 Risk management and internal control 152 Independent auditors’ report to the members of Wolseley plc (in respect of Company 44 Corporate responsibility financial statements) The easy way to get online Throughout this report you will find several QR codes. Scan these codes using your smartphone to be taken to extra content online. Scanning the code above will take you instantly to the Wolseley Online Annual Report 2011, or visit http://annualreport2011.wolseleyplc.com/ If you don’t have a QR code reader app on your phone, download one free here: scanlife.com Strategic overview Business and performance Corporate governance Financial statements Other information 01 Wolseley plc Annual Report and Accounts 2011 Highlights Despite a weak economic climate, a return to like-for-like growth, together with a continuing focus on improving customer service, cash generation, cost reduction and margin protection have produced a strong set of results. Generated like-for-like Improved gross margin Improved customer growth We want each of our business service During the year the Group units to make incremental A key objective for each business generated revenue of £13,558 improvements in gross margin unit is to improve customer service. million (2009/10: £13,203 million). every year. In 2010/11, in tough Processes for tracking and This was 5 per cent ahead of markets the Group’s gross margin reporting monthly customer service last year on a like-for-like basis improved by 0.2 per cent to 27.9 data by branch are now in place in including strong growth in the USA. per cent (2009/10: 27.7 per cent). every business unit. This is helping us drive further improvements in our businesses. Gained market share Rationalised portfolio Reinstated dividend Our objective for each business During the year we announced our In March we reinstated ordinary unit is to increase market share plans to exit five underperforming dividends reflecting the strength every year. In 2010/11, three business units. The significant of the balance sheet and our quarters of our business units business disposals planned confidence in the future trading held or improved market share. following last year’s strategic review prospects of the Group. The total is now largely complete. This will dividend for 2010/11 was 45 pence allow us to focus our resources on per share. our strategically strong businesses going forward. For our Financial review see page 34 02 Wolseley plc Annual Report and Accounts 2011 Group overview We are the largest specialist trade distributor of plumbing and heating products to professional contractors and a leading supplier of building materials to the professional market. Our businesses often hold leading positions in their local markets. USA Canada UK Revenue Revenue Revenue 40% of 6% of 18% of £5,500m total £811m total £2,404m total +6% revenue +6% revenue –3% revenue Trading profit Number of Trading profit Number of Trading profit Number of business units business units business units* £314m 7 £39m 4 £109m 7 +31% –5% +19% Key brands Key brands Key brands Market drivers Market drivers Market drivers Revenue contribution Revenue contribution Revenue contribution 28% 30% 14% 14% 14% 8% 23% 34% 35% 52% 16% 12% 18% 2% USA regional performance Canada regional performance UK regional performance see page 22 see page 24 see page 26 Regional focus Market drivers * Excluding Build Center and Encon Wolseley operates in six geographic regions – Our six geographic regions supply customers (disposal in progress) the United States, Canada, United Kingdom, in the new residential repair, maintenance and ** Excluding Brossette (disposal in progress) France, the Nordic region and Central Europe. improvement (“RMI”), commercial, industrial and construction sectors. The exposure to each Within each region the Group operates a number market differs by geography and by business unit. of distinct business units with strong trading brand Please see above for the contribution to revenue names, including many with market leading of each market driver by region. positions in their local markets. Q Residential RMI Q Non-residential RMI Q Residential new construction Q Non-residential new construction Q Civil infrastructure Strategic overview Business and performance Corporate governance Financial statements Other information 03 Wolseley plc Annual Report and Accounts 2011 Group revenue Group trading profit £13,558m £622m +3% +38% Nordic region France Central Europe Revenue Revenue Revenue 16% of 14% of 6% of £2,128m total £1,943m total £772m total +6% revenue +0% revenue –9% revenue Trading profit Number of Trading profit Number of Trading profit Number of business units business units** business units £113m 7 £53m 4 £30m 4 +12% +77% +233% Key brands Key brands Key brands Market drivers Market drivers Market drivers Revenue contribution Revenue contribution Revenue contribution 51% 14% 21% 11% 38% 16% 31% 13% 28% 9% 30% 27% 3% 2% 6% Nordic regional performance France regional performance Central Europe regional performance see page 28 see page 30 see page 32 Number of branches Number of customers Number of countries 3,837 >1m 23 Number of vendors Number of employees >100,000 45,888 04 Wolseley plc Annual Report and Accounts 2011 Chairman’s statement Delivering shareholder value I am pleased to present my first statement to shareholders as Chairman of Wolseley and to report on a year of substantial progress across the Group. A return to like-for-like revenue growth, together with a continuing focus on improving customer service, cash generation, cost reduction and margin protection have produced a strong set of results despite a weak economic climate. Our Executive team, led by Ian Meakins, has also made robust and encouraging progress during the year on strategic initiatives, in particular in refocusing Wolseley on those businesses where we have In summary or can create leading market positions. Several disposals Strong financial results. of non-core businesses have been announced in the year. At the same time, in the core business the leadership teams Dividend reinstated. have continued to impose greater rigour on the management and execution of strategy at the business unit level, which Successful redomiciliation to Switzerland. will serve us well in the future. Board refreshed with three new appointments. Group results I am particularly pleased to report a strong set of financial results for 2010/11. Like-for-like revenue growth for the year ended 31 July 2011 was 5 per cent and headline earnings per share was strongly ahead at 142.9 pence (2010: 74.1 pence). We continue to place a high degree of emphasis on generating cash. Our balance sheet remains strong and our adjusted net debt position at 31 July 2011 improved by £490 million to £705 million. Dividend In view of the Group’s improved prospects and strengthened financial position, the Board is recommending a final dividend of 30 pence per share. Together with an interim dividend of 15 pence per share paid in May 2011, the total dividend for financial year 2010/11 will amount to 45 pence per share, costing £127 million. Our policy is to grow the dividend over time, taking into account the significant opportunities for investment in profitable organic growth and selected bolt-on acquisitions. The Group will continue to target adjusted net debt in the range of 1x and 2x EBITDA, consistent with investment grade credit metrics. For our Corporate governance report see page 56 Strategic overview Business and performance Corporate governance Financial statements Other information 05 Wolseley plc Annual Report and Accounts 2011 Redomiciliation to Switzerland At the same time Nigel Stein also stepped down as a Non Executive Director as a result of his increasing commitments In November 2010, we completed the incorporation of as Chief Executive of GKN plc and President of the Society Wolseley plc in Jersey, a new holding company for the of Motor Manufacturers and Traders. He was a valued Group, tax resident in Switzerland, which has a less complex colleague and we wish him continued success. Andy Duff and more certain system of taxation compared to the UK. has assumed responsibility as the Company’s Senior The business case for redomiciling was compelling and the Independent Director. Board felt strongly that action was required to keep the Group’s effective tax rate competitive and that the action In March 2011, Tessa Bamford and Michael Clarke joined was in the best interests of shareholders. The redomiciliation the Board as Non Executive Directors. Tessa is a Consultant does not make any substantive changes to our corporate at search firm Spencer Stuart and is also a Non Executive governance or to any existing investor protection measures, Director of Barratt Developments plc.