Ferguson (FERG) Financial Report Summaries

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Removed: improved, inclusion, ownership, productivity, projected

From filing 10-Q 2024 Q3

Financial report summary

Risks

The rights of stockholders under Delaware law may differ from the rights of shareholders under Jersey law. Moreover, the City Code, which currently applies to Ferguson plc, will not apply to any takeover offer for New TopCo.
Provisions in the New TopCo Proposed Certificate of Incorporation and New TopCo Proposed Bylaws under Delaware law could discourage another company from acquiring New TopCo and may prevent attempts by New TopCo stockholders to replace or remove its current management.
The New TopCo Proposed Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between New TopCo and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with New TopCo or its directors, officers, employees, agents or stockholders.
Failure to complete the Merger could negatively affect the stock price and the future business and financial results of Ferguson.
If the Merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code or tax-free exchange within the meaning of Section 351 of the Code, U.S. Holders (as defined below) may recognize taxable gain as a result of the Merger.
Ferguson’s effective tax rate may increase in the future, including as a result of the Merger.
If the Merger fails to qualify for “reorganisation of share capital” treatment pursuant to Section 136 of the Taxation of Chargeable Gains Act 1992, U.K. Holders (as defined below) may recognize taxable gain as a result of the Merger.
We have funding risks related to our defined benefit pension plans.

Management Discussion

Net sales were $7.3 billion in the third quarter of fiscal 2024, an increase of $0.2 billion, or 2.4%, compared with the same period in fiscal 2023. The increase in net sales was driven by higher sales volume, incremental sales from acquisitions of 1.7%, as well as the benefit of one additional sales day in the quarter of 1.6%. These increases were partially offset by price deflation of approximately 2%, mainly within certain commodity categories. The Company’s increase in net sales was primarily driven by its United States segment, mainly due to growth in non-residential sales, along with a slight increase in residential sales.
Net sales were $21.7 billion in the year-to-date period of fiscal 2024, a decrease of $0.2 billion, or 0.9%, compared with the same period in fiscal 2023. The decrease in net sales was primarily driven by price deflation of approximately 2%, mainly within certain commodity categories, along with lower sales volume. These decreases were partially offset by incremental sales from acquisitions of 1.9% and the benefit of one additional sales day of 0.4% in the year-to-date comparison. The Company’s decrease in net sales in the year-to-date period was primarily driven by its United States segment, mainly due to declines in residential sales.
For further discussion on the Company’s net sales, see the “Segment results” section below.