Ferguson Enterprises Inc. /DE/

Previous wording

Management’s discussion and analysis of financial condition and results of operations (“MD&A”)is intended to convey management’s perspective regarding the Company’s operational and financial performance for the three and nine months ended April 30, 2025 and 2024, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in “Item 1. Financial Statements” of this Quarterly Report (the “Condensed Consolidated Financial Statements”) and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of the Annual Report.

Current wording

Management’s discussion and analysis of financial condition and results of operations (“MD&A”)is intended to convey management’s perspective regarding the Company’s operational and financial performance for the three months ended October 31, 2025 and 2024, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in “Item 1. Financial Statements” of this Quarterly Report (the “Condensed Consolidated Financial Statements”) and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of the Annual Report.

Previous wording

Ferguson is a value-added distributor serving the specialized professional in the residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more.

Current wording

Ferguson is a value-added distributor serving the water and air specialized professional in the residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Ferguson is headquartered in Newport News, Virginia.

Previous wording

For the third quarter of fiscal 2025, diluted earnings per share was $2.07 (adjusted diluted earnings per share: $2.50), decreasing 5.0% compared with the third quarter of fiscal 2024 due to lower net income, partially offset by the impact of share repurchases. Adjusted diluted earnings per share increased 7.8%, driven by higher adjusted operating profit and the impact of share repurchases.

Current wording

For the current quarter, diluted earnings per share was $2.90 (adjusted diluted earnings per share: $2.84), increasing 23.9% (15.9% on an adjusted basis) compared with the first quarter of fiscal 2025 due to higher net income and the impact of share repurchases.

Previous wording

Net cash provided by operating activities decreased to $1.4 billion in the year-to-date period of fiscal 2025 compared with $1.5 billion in the same period of fiscal 2024, reflecting an increase in working capital to support volume growth period-over-period, along with lower net income after adjusting for non-cash items.

Current wording

Net cash provided by operating activities increased to $430 million in the current quarter compared with $345 million in the first quarter of fiscal 2025, primarily reflecting higher net income after adjusting for non-cash items.

Previous wording

Net sales were $7.6 billion in the third quarter of fiscal 2025, an increase of $0.3 billion, or 4.3%, compared with the same period in fiscal 2024. The increase in net sales was primarily driven by higher sales volume and incremental sales from acquisitions of 1.0%, partially offset by the 1.5% impact of one less sales day. Pricing was broadly flat in the quarter due to improvements in finished goods pricing offset by deflation in certain commodity categories in the United States. The Company’s increase in net sales was driven by growth in non-residential markets, as well as residential markets, in its United States segment.

Current wording

For the three months ended October 31, 2025, net sales were $8.2 billion, an increase of $0.4 billion, or 5.1%, compared with the first quarter of fiscal 2025. The increase in net sales was primarily driven by price inflation of approximately 3%, incremental sales from acquisitions of 1.0% and higher sales volume, partially offset by 0.1% from the combined impacts of foreign exchange rates and an immaterial divestment in Canada. The Company’s increase in net sales was driven by growth in non-residential markets in its United States segment.

Previous wording

Gross profit in the third quarter of fiscal 2025 increased $127 million, or 5.7%, compared with the same period in fiscal 2024, primarily reflecting increased net sales. Gross profit as a percentage of sales was 31.0% and 30.5% in the third quarters of fiscal 2025 and fiscal 2024, respectively. The increase of 0.5% reflected improved pricing driven by specific management actions to better capture the value provided to customers, as well as moderating deflation in the year-over-year comparison.

Current wording

Gross profit in the current quarter increased $166 million, or 7.1%, compared with the first quarter of fiscal 2025, primarily reflecting increased net sales. Gross profit as a percentage of sales was 30.7% in the current quarter compared with 30.1% in the first quarter of fiscal 2025. The increase of 0.6% primarily reflected specific management actions to better capture the value provided to customers.

Previous wording

SG&A expenses in the third quarter of fiscal 2025 increased $79 million, or 5.2%, compared with the same period in fiscal 2024. SG&A as a percentage of sales was 20.9% and 20.7% in the third quarters of fiscal 2025 and fiscal 2024, respectively. The increase in SG&A as a percent of sales primarily reflects the impact of cost inflation, mainly on labor, infrastructure and fleet.

Current wording

SG&A expenses in the current quarter increased $56 million, or 3.5%, compared with the first quarter of fiscal 2025. SG&A as a percentage of sales was 20.1% in the current quarter compared with 20.4% in the first quarter of fiscal 2025. The decrease in SG&A as a percent of sales primarily reflects operating leverage of the Company’s cost base, partially offset by the impact of performance driven variable incentive costs.

Previous wording

Adjusted operating profit for the United States segment was $726 million in the third quarter of fiscal 2025, an increase of $41 million, or 6.0%, compared to the same period in fiscal 2024, primarily reflecting higher gross profit.

Current wording

Adjusted operating profit for the United States segment was $806 million in the current quarter, an increase of $109 million, or 15.6%, compared with the first quarter of fiscal 2025, primarily reflecting higher sales and the associated gross profit, partially offset by higher operating costs.

Previous wording

Net sales for the Canada segment were $333 million in the third quarter of fiscal 2025, a decrease of $1 million, or 0.3%, compared to the same period in fiscal 2024. This decrease in net sales was primarily driven by impact of foreign currency exchange rates of 4.4%, along with the 1.7% impact of one less sales day. These decreases were partially offset by incremental sales from acquisitions of 2.8%, price inflation of approximately 2% and higher sales volume.

Current wording

Net sales for the Canada segment were $412 million in the current quarter, an increase of $9 million, or 2.2%, compared with the first quarter of fiscal 2025. This increase in net sales was primarily driven by incremental sales from acquisitions of 4.6% and price inflation of approximately 4%. These increases were partially offset by lower volume, the impact of foreign currency exchange rates of 1.6% and the impact of a non-core business divestment of 1.5%.

Previous wording

(1)For the three and nine months ended April 30, 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. For the three and nine months ended April 30, 2024, corporate restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States.

Current wording

(1)For the three months ended October 31, 2025 and 2024, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.

Previous wording

(2)For the three and nine months ended April 30, 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States. For the three and nine months ended April 30, 2024, corporate restructuring expenses related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States.

Current wording

(2)For the three months ended October 31, 2025 and 2024, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.

Previous wording

(4)For the three and nine months ended April 30, 2025, discrete tax adjustments mainly related to the tax treatment of certain compensation items that are not material. For the three and nine months ended April 30, 2024, discrete tax adjustments related to the release of uncertain tax positions due to the lapsing of statute of limitations, as well as the tax treatment of certain compensation items that were not individually significant.

Current wording

(3)For the three months ended October 31, 2025, discrete tax adjustments mainly related to the release of uncertain tax positions following the lapse of statute of limitations and tax treatment of certain compensation items that are not material. For the three months ended October 31, 2024, discrete tax adjustments mainly related to the tax treatment of certain compensation items that are not material.

Previous wording

(5)For the three and nine months ended April 30, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles. For the three and nine months ended April 30, 2024, the tax impact on non-GAAP adjustments related to the amortization of acquired intangibles.

Current wording

(4)For the three months ended October 31, 2025 and 2024, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles.

Previous wording

As of April 30, 2025 and July 31, 2024, the Company had cash and cash equivalents of $519 million and $571 million, respectively. In addition to cash, the Company had $2.1 billion of available liquidity from undrawn debt facilities as of April 30, 2025.

Current wording

As of October 31, 2025 and July 31, 2025, the Company had cash and cash equivalents of $526 million and $674 million, respectively. In addition to cash, the Company had $2.4 billion of available liquidity from undrawn debt facilities as of October 31, 2025.

Previous wording

Net cash provided by operating activities was $1,367 million and $1,507 million for the year-to-date periods of fiscal 2025 and 2024, respectively. The $140 million decrease was mainly due to lower net income (adjusted for non-cash items), as well as changes in working capital compared with the prior year. The increase in working capital was primarily driven by receivables in light of sales growth and an increase in inventory in connection with sales volume growth and consideration of customer demand, partially offset by the timing of vendor payments compared with the prior year.

Current wording

Net cash provided by operating activities was $430 million and $345 million for the three months ended October 31, 2025 and 2024, respectively. The $85 million increase was mainly due to higher net income (adjusted for non-cash items), partially offset by the net increase in working capital compared with the prior year. The increase in working capital was primarily driven by a decrease in payables due to the timing of vendor payments compared with the prior year, partially offset by lower inventory purchases in order to appropriately manage customer demand, along with lower receivables due to the timing of collections year-over-year.

Previous wording

Capital expenditures totaled $235 million and $263 million for the year-to-date periods of fiscal 2025 and 2024, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $242 million and $185 million in new acquisitions in the year-to-date period of fiscal 2025 and fiscal 2024, respectively.

Current wording

Capital expenditures totaled $118 million and $77 million for the three months ended October 31, 2025 and 2024, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $21 million and $22 million in new acquisitions for the three months ended October 31, 2025 and 2024, respectively.

Previous wording

Dividends paid to shareholders were $324 million and $465 million for the year-to-date periods of fiscal 2025 and 2024, respectively. The Company generally pays dividends in the fiscal quarter following the fiscal quarter in which the dividend was declared. However, the dividends declared in the fourth quarter of fiscal 2024 were also paid in the fourth quarter of fiscal 2024 due to the Merger. As such, no dividends were paid in the first quarter of fiscal 2025.

Current wording

Dividends paid to shareholders were $164 million for the three months ended October 31, 2025. The Company generally pays dividends in the fiscal quarter following the fiscal quarter in which the dividend was declared. However, the dividends declared in the fourth quarter of fiscal 2024 were also paid in the fourth quarter of fiscal 2024 in connection with the transaction to establish a new corporate structure to domicile our parent company in the United States. As such, no dividends were paid in the first quarter of fiscal 2025.

Previous wording

Share repurchases under the Company’s announced share repurchase program were $759 million and $421 million for the year-to-date periods of fiscal 2025 and fiscal 2024, respectively.

Current wording

Share repurchases under the Company’s announced share repurchase program were $208 million and $256 million for the three months ended October 31, 2025 and 2024, respectively.

Previous wording

Net proceeds from debt transactions were $171 million compared with net payments of $105 million for the year-to-date periods of fiscal 2025 and 2024, respectively. In the year-to-date period of fiscal 2025, the Company received net proceeds of $746 million and $75 million from the issuance of the 2034 Senior Notes and net borrowings under the Receivables Facility (each, as defined below), respectively. These proceeds were partially offset by debt repayments of $500 million and $150 million in connection with the Company’s Term Loans and the maturity of certain Private Placement Notes (each, as defined below), respectively. In the year-to-date period of fiscal 2024, the Company repaid $55 million in connection with the maturity of certain Private Placement Notes and $50 million under the Receivables Facility.

Current wording

Net payments from debt transactions were $28 million compared with net proceeds of $71 million for the three months ended October 31, 2025 and 2024, respectively. In the current quarter, the Company received $747 million from the issuance of the 2031 Senior Notes (as defined below). These proceeds were partially offset by debt repayments of $400 million in connection with the maturity of certain Private Placement Notes and net repayments of $375 million under the Company’s Receivables Facility (each, as defined below). In the first quarter of fiscal 2025, the Company received $746 million in net proceeds from the issuance of 2034 Senior Notes, partially offset by the repayment of the Company’s $500 million Term Loans and $175 million in net repayments under the Receivables Facility.

Previous wording

In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the “Private Placement Notes”). As of April 30, 2025, $700 million in Private Placement Notes remain outstanding.

Current wording

In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the “Private Placement Notes”). As of October 31, 2025, $300 million in Private Placement Notes remain outstanding.

Previous wording

In October 2024, Ferguson Enterprises Inc. issued $750 million aggregate principal amount of unsecured senior notes due October 2034 (the “2034 Senior Notes”). See Note 5, Debt to the Condensed Consolidated Financial Statements for further discussion of the 2034 Senior Notes.

Current wording

The Company has issued $3.9 billion in various issuances of unsecured senior notes (collectively, the “Unsecured Senior Notes”), including the September 2025 issuance of $750 million aggregate principal amount of unsecured senior notes due March 2031 (the “2031 Senior Notes”).

Previous wording

The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $915 million (the “Receivables Facility”). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. See Note 5, Debt to the Condensed Consolidated Financial Statements for further details on the Receivables Facility.

Current wording

The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $915 million (the “Receivables Facility”). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. As of October 31, 2025, no borrowings were outstanding under the Receivables Facility.

Previous wording

In April 2025, the Company entered into a revolving credit agreement (the “Revolving Credit Agreement”), replacing its existing $1.35 billion Multicurrency Revolving Facility. The Revolving Credit Agreement provides for an unsecured revolving credit facility in an aggregate committed amount of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. See Note 5, Debt to the Condensed Consolidated Financial Statements for further detail on the Revolving Facility. As of April 30, 2025, no borrowings were outstanding under the Revolving Facility.

Current wording

The Company, pursuant to a revolving credit agreement (the “Revolving Credit Agreement”), maintains a revolving credit facility that has aggregate total available credit commitments of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. As of October 31, 2025, no borrowings were outstanding under the Revolving Facility.

Previous wording

There have been no significant changes to the Company’s policies on accounting for, valuing or managing the risk of financial instruments during the third quarter of fiscal 2025.

Current wording

There have been no significant changes to the Company’s policies on accounting for, valuing or managing the risk of financial instruments during the three months ended October 31, 2025.

Previous wording

On October 3, 2024, Ferguson Enterprises Inc. (the “Issuer”) issued and sold $750 million aggregate principal amount of 2034 Senior Notes. The obligations under the 2034 Senior Notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the “Guarantor” and together with the Issuer, the “Obligor Group”).

Current wording

Ferguson Enterprises Inc. (the “Issuer”) is the issuer of the 2031 Senior Notes and 5.000% Senior Notes due 2034. The obligations under both series of senior notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the “Guarantor” and together with the Issuer, the “Obligor Group”).