Acquisition/IFRS update

Wolseley PLC
22 November 2005






                                  NEWS RELEASE
                                22 November 2005


                                  Wolseley plc
 Acquisitions Update and Impact of IFRS on Results for Year Ended 31 July 2005



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 31 July 2005 in accordance with International
Financial Reporting Standards ('IFRS').



Acquisitions Update


Since Wolseley's last acquisitions update announcement on 8 November 2005, an
additional two distribution businesses in Europe and North America have been
acquired for an aggregate consideration of approximately £4 million in cash.


Since the beginning of the financial year on 1 August 2005, a total of 17
distribution businesses in Europe and North America have been acquired for an
aggregate consideration of approximately £422 million in cash. These 17
acquisitions are expected to add approximately £680 million to group turnover in
a full year. Goodwill related to these acquisitions is estimated to be around
£269 million.



North American Plumbing and Heating Distribution


On 14 November 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 31 October 2004, Mobile
had sales of $12.3 million (£6.8 million) and had gross assets of $5.0 million
(£2.8 million) at that date.



European Distribution


On 18 November 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 1 December 2005. MSCO is a generalist builders' 
merchant based in the South West of France operating from two branches. In the
year ended 30 November 2004, MSCO had sales of €3.7 million (£2.5 million) and
had gross assets of €1.7 million (£1.2 million) at that date.



The divisional split of the total acquisition spend since 1 August 2005 is:



Division                                               No. of         Spend
                                                    Acquisitions    £ million

European Distribution                                     5            243
North American Plumbing & Heating                        10            105
Distribution
US Building Materials Distribution                        2             74
TOTAL                                                    17            422



Exchange Rates


The following exchange rates have been used for the acquisitions noted above:
£1 = $1.80, £1 = €1.46.



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 31 July 2005. Copies of the statement are available
on the company's website www.wolseley.com in the 'Investor Centre' section.


Adoption of IFRS would have increased the Group's operating profit for the year
to 31 July 2005 by £24.6 million (3.6%) to £702.0 million and its profit before
tax by £17.4 million (2.7%) to £665.2 million. The net assets of the Group at
31 July 2005 would have increased by £6.8 million (0.3%) to £2,313.7 million and
net debt would have increased by £27.0 million (2.4%) to £1,170.5 million. 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 31
July 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 under   Adjustments    Restated under
                                       UK GAAP                            IFRS
                                            £m             £m               £m
                                      ----------      ---------       ----------
Year ended 31 July 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              
amortisation of acquired              
intangibles                              691.2          (20.2)           671.0
----------------------                ----------      ---------       ----------

Basic earnings per share                 78.53p          3.08p           81.61p
Earnings per share, before               
amortisation of acquired              
intangibles                              85.93p         (3.33)p          82.60p
----------------------                ----------      ---------       ----------
As at 31 July 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
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 31 July 2006).








There will be a conference call today at 10.00 a.m. should analysts/investors
wish to ask questions regarding the IFRS announcement.


            UK dial-in                                 020 7162 0125

            International dial-in                   [phone]



A replay facility will be available until 6 December 2005 by dialling:


UK & International                   [phone]


Pass code                            682185










ENQUIRIES:


Investors/Analysts:
Guy Stainer                                             0118 929 8744
Head of Investor Relations                              07739 778 187

Press:
Penny Studholme                                         0118 929 8886
Director of Corporate Communications


Brunswick                                               020 7404 5959
Andrew Fenwick
Deborah Fairbrass



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
itemise 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.









Notes to Editors


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 31 July 2005 were approximately £11.3 billion and operating profit,
before goodwill, was £721 million. 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.


                                   -- ENDS --







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