Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2024 | May 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40066 | |
Entity Registrant Name | Ferguson plc | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Tax Identification Number | 98-1499339 | |
Entity Address, Address Line One | 1020 Eskdale Road | |
Entity Address, Address Line Two | Winnersh Triangle | |
Entity Address, City or Town | Wokingham | |
Entity Address, Postal Zip Code | RG41 5TS, | |
Entity Address, Country | GB | |
City Area Code | 118 | |
Local Phone Number | 927 3800 | |
Title of 12(b) Security | Ordinary Shares of 10 pence | |
Trading Symbol | FERG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 201,940,271 | |
Entity Central Index Key | 0001832433 | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 7,308 | $ 7,140 | $ 21,689 | $ 21,896 |
Cost of sales | (5,076) | (5,000) | (15,097) | (15,273) |
Gross profit | 2,232 | 2,140 | 6,592 | 6,623 |
Selling, general and administrative expenses | (1,522) | (1,435) | (4,503) | (4,376) |
Impairments and other charges | 0 | (127) | 0 | (127) |
Depreciation and amortization | (85) | (81) | (248) | (243) |
Operating profit | 625 | 497 | 1,841 | 1,877 |
Interest expense, net | (43) | (48) | (132) | (136) |
Other expense, net | (1) | (2) | (4) | (7) |
Income before income taxes | 581 | 447 | 1,705 | 1,734 |
Provision for income taxes | (138) | (111) | (421) | (429) |
Net income | $ 443 | $ 336 | $ 1,284 | $ 1,305 |
Earnings per share, Basic (in usd per share) | $ 2.19 | $ 1.64 | $ 6.32 | $ 6.30 |
Earnings per share, Diluted (in usd per share) | $ 2.18 | $ 1.63 | $ 6.30 | $ 6.28 |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 202.6 | 205.4 | 203.3 | 207.1 |
Diluted (in shares) | 203.2 | 206.1 | 203.9 | 207.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 443 | $ 336 | $ 1,284 | $ 1,305 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (19) | (7) | (33) | (25) |
Pension adjustments, net of tax impacts of ($1), $0, ($3) and ($1), respectively. | 2 | 4 | 7 | 11 |
Total other comprehensive loss, net of tax: | (17) | (3) | (26) | (14) |
Comprehensive income | $ 426 | $ 333 | $ 1,258 | $ 1,291 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Pension adjustments, tax (expense) benefit | $ (1) | $ 0 | $ (3) | $ (1) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Apr. 30, 2024 | Jul. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 691 | $ 601 |
Accounts receivable, less allowances of $41 and $27, respectively | 3,532 | 3,597 |
Inventories | 4,115 | 3,898 |
Prepaid and other current assets | 946 | 953 |
Assets held for sale | 30 | 28 |
Total current assets | 9,314 | 9,077 |
Property, plant and equipment, net | 1,692 | 1,595 |
Operating lease right-of-use assets | 1,511 | 1,474 |
Deferred income taxes, net | 306 | 300 |
Goodwill | 2,325 | 2,241 |
Other intangible assets, net | 767 | 783 |
Other non-current assets | 543 | 524 |
Total assets | 16,458 | 15,994 |
Liabilities and shareholders’ equity | ||
Accounts payable | 3,638 | 3,408 |
Short-term debt | 150 | 55 |
Current portion of operating lease liabilities | 382 | 366 |
Other current liabilities | 1,359 | 1,600 |
Total current liabilities | 5,529 | 5,429 |
Long-term debt | 3,518 | 3,711 |
Long-term portion of operating lease liabilities | 1,155 | 1,126 |
Other long-term liabilities | 734 | 691 |
Total liabilities | 10,936 | 10,957 |
Shareholders’ equity: | ||
Ordinary shares, par value 10 pence: 500,000,000 shares authorized, 232,171,182 shares issued | 30 | 30 |
Paid-in capital | 855 | 809 |
Retained earnings | 9,301 | 8,557 |
Treasury shares, 30 and 28 shares, respectively at cost | (3,750) | (3,425) |
Employee Benefit Trusts, 0 and 0 shares, respectively at cost | 0 | (46) |
Accumulated other comprehensive loss | (914) | (888) |
Total shareholders' equity | 5,522 | 5,037 |
Total liabilities and shareholders' equity | $ 16,458 | $ 15,994 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Apr. 30, 2024 USD ($) shares | Apr. 30, 2024 £ / shares | Jul. 31, 2023 USD ($) shares | Jul. 31, 2023 £ / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit loss | $ | $ 41 | $ 27 | ||
Ordinary shares, par value (in pound sterling per share) | £ / shares | £ 10 | £ 10 | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, shares issued (in shares) | 232,171,182 | 232,171,182 | ||
Treasury stock (in shares) | 29,993,774 | 27,893,680 | ||
Employee Benefit Trusts (in shares) | 0 | 274,031 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders’ Equity - USD ($) $ in Millions | Total | Ordinary Shares | Paid-in Capital | Retained Earnings | Treasury Shares | Employee Benefit Trusts | Accumulated Other Comprehensive Loss |
Beginning balance at Jul. 31, 2022 | $ 4,665 | $ 30 | $ 760 | $ 7,594 | $ (2,782) | $ (107) | $ (830) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss | (37) | ||||||
Ending balance at Oct. 31, 2022 | (867) | ||||||
Beginning balance at Jul. 31, 2022 | 4,665 | 30 | 760 | 7,594 | (2,782) | (107) | (830) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 39 | 39 | |||||
Net income | 1,305 | 1,305 | |||||
Cash dividends declared | (704) | (704) | |||||
Other comprehensive loss | (14) | (14) | |||||
Share repurchases | (570) | (570) | |||||
Shares issued under employee share plans | 0 | (67) | 6 | 61 | |||
Ending balance at Apr. 30, 2023 | 4,721 | 30 | 799 | 8,128 | (3,346) | (46) | (844) |
Beginning balance at Oct. 31, 2022 | (867) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss | 26 | ||||||
Ending balance at Jan. 31, 2023 | 4,725 | 30 | 789 | 7,945 | (3,151) | (47) | (841) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 10 | 10 | |||||
Net income | 336 | 336 | |||||
Cash dividends declared | (152) | (152) | |||||
Other comprehensive loss | (3) | (3) | |||||
Share repurchases | (195) | (195) | |||||
Shares issued under employee share plans | 0 | (1) | 1 | ||||
Ending balance at Apr. 30, 2023 | 4,721 | 30 | 799 | 8,128 | (3,346) | (46) | (844) |
Beginning balance at Jul. 31, 2023 | 5,037 | 30 | 809 | 8,557 | (3,425) | (46) | (888) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss | (34) | ||||||
Ending balance at Oct. 31, 2023 | (922) | ||||||
Beginning balance at Jul. 31, 2023 | 5,037 | 30 | 809 | 8,557 | (3,425) | (46) | (888) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 44 | 44 | |||||
Net income | 1,284 | 1,284 | |||||
Cash dividends declared | (472) | (472) | |||||
Other comprehensive loss | (26) | (26) | |||||
Share repurchases | (351) | (351) | |||||
Shares issued under employee share plans | 3 | (68) | 26 | 45 | |||
Other | 3 | 2 | 1 | ||||
Ending balance at Apr. 30, 2024 | 5,522 | 30 | 855 | 9,301 | (3,750) | 0 | (914) |
Beginning balance at Oct. 31, 2023 | (922) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss | 25 | ||||||
Ending balance at Jan. 31, 2024 | 5,418 | 30 | 842 | 9,018 | (3,575) | (897) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 13 | 13 | |||||
Net income | 443 | 443 | |||||
Cash dividends declared | (160) | (160) | |||||
Other comprehensive loss | (17) | (17) | |||||
Share repurchases | (175) | (175) | |||||
Ending balance at Apr. 30, 2024 | $ 5,522 | $ 30 | $ 855 | $ 9,301 | $ (3,750) | $ 0 | $ (914) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders’ Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends (in usd per share) | $ 0.79 | $ 0.75 | $ 2.33 | $ 3.41 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 32 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | |
Cash flows from operating activities: | |||||
Net income | $ 443 | $ 336 | $ 1,284 | $ 1,305 | |
Depreciation and amortization | 248 | 243 | |||
Share-based compensation | 39 | 38 | |||
Non-cash impact of impairments and net loss on disposal of assets | 0 | 127 | |||
Change in deferred income taxes | (14) | (88) | |||
(Increase) decrease in inventories | (194) | 315 | |||
Decrease in receivables and other assets | 107 | 313 | |||
Increase (decrease) in accounts payable and other liabilities | 107 | (441) | |||
Decrease in income taxes payable | (69) | (12) | |||
Other operating activities | (1) | 6 | |||
Net cash provided by operating activities of continuing operations | 1,507 | 1,806 | |||
Net cash used in operating activities of discontinued operations | 0 | (4) | |||
Net cash provided by operating activities | 1,507 | 1,802 | |||
Cash flows from investing activities: | |||||
Purchase of businesses acquired, net of cash acquired | (185) | (179) | |||
Capital expenditures | (263) | (361) | |||
Other investing activities | 30 | (3) | |||
Net cash used in investing activities | (418) | (543) | |||
Cash flows from financing activities: | |||||
Purchase of treasury shares | (421) | (784) | $ (2,900) | ||
Repayments of debt | (1,480) | (2,280) | |||
Proceeds from debt | 1,375 | 2,250 | |||
Change in bank overdrafts | 19 | 1 | |||
Cash dividends | (465) | (557) | |||
Other financing activities | (23) | (19) | |||
Net cash used in financing activities | (995) | (1,389) | |||
Change in cash, cash equivalents and restricted cash | 94 | (130) | |||
Effects of exchange rate changes | (8) | 20 | |||
Cash, cash equivalents and restricted cash, beginning of period | 669 | 785 | |||
Cash, cash equivalents and restricted cash, end of period | 755 | 675 | 755 | 675 | 755 |
Supplemental Disclosures: | |||||
Cash paid for income taxes | 505 | 529 | |||
Cash paid for interest | 162 | 156 | |||
Accrued capital expenditures | 9 | 11 | |||
Accrued dividends | $ 160 | $ 153 | $ 160 | $ 153 | $ 160 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Background Ferguson plc (the “Company”) (NYSE: FERG; LSE: FERG) is a public company limited by shares incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended). The Company is a value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We exist to make our customers’ complex projects simple, successful and sustainable. Ferguson is headquartered in the United Kingdom (“U.K.”), with its operations and associates solely focused on North America and managed from Newport News, Virginia. The Company’s registered office is 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands. Basis of presentation The accompanying unaudited condensed consolidated financial statements and notes to the condensed consolidated financial statements are presented in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“U.S. GAAP”), but do not include all disclosures normally required in annual consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. The July 31, 2023 condensed consolidated balance sheet was derived from the audited financial statements. For the nine months ended April 30, 2023 and to conform to current period presentation, the Company has disaggregated the total change in income taxes within the cash flows from operating activities to reflect the changes in deferred income taxes separately from the changes in income taxes payable. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report. The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year. Use of estimates The preparation of the Company's interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting certain reported amounts. Actual results may differ from those estimates. Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand, deposits with banks with original maturities of three months or less and overdrafts to the extent there is a legal right of offset and practice of net settlement with cash balances. Restricted cash primarily consists of deferred consideration for business combinations, subject to various settlement agreements, and is recorded in prepaid and other current assets in the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets compared with amounts shown in the condensed consolidated statements of cash flows. As of (In millions) April 30, 2024 July 31, 2023 Cash and cash equivalents $691 $601 Restricted cash 64 68 Total cash, cash equivalents and restricted cash $755 $669 Supplier finance program In October 2023, the Company began a supplier financing program with a third party wherein certain shipping and logistics providers in the United States can opt to receive early payment at a nominal discount. The Company’s standard payment terms under this program is 45 days. All outstanding payables related to the supplier finance program are classified within accounts payable within our unaudited consolidated balance sheets and were $49 million as of April 30, 2024. Recently issued accounting standard updates (“ASU”) In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU expands public entities’ required segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the ASU to determine the impact on its disclosures. Recent accounting pronouncements pending adoption that are not discussed above are either not applicable, or will not have, or are not expected to have, a material impact on our consolidated financial condition, results of operations, cash flows or related disclosures. |
Revenue and segment information
Revenue and segment information | 9 Months Ended |
Apr. 30, 2024 | |
Segment Reporting [Abstract] | |
Revenue and segment information | Revenue and segment information The Company reports its financial results of operations on a geographical basis in the following two reportable segments: United States and Canada. Each segment generally derives its revenues in the same manner. The Company uses adjusted operating profit as its measure of segment profit. Adjusted operating profit is defined as profit before tax, excluding central and other costs, restructuring costs, impairments and other charges, amortization of acquired intangible assets, net interest expense, as well as other items typically recorded in net other (expense) income such as (loss)/gain on disposal of businesses, pension plan changes/closure costs and amounts recorded in connection with the Company’s interests in investees. Certain income and expenses are not allocated to the Company’s segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect such amounts. Segment details were as follows: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Net sales: United States $6,974 $6,827 $20,667 $20,863 Canada 334 313 1,022 1,033 Total net sales $7,308 $7,140 $21,689 $21,896 Adjusted operating profit: United States $685 $664 $1,976 $2,088 Canada 6 7 38 54 Central and other costs (17) (14) (47) (39) Corporate restructurings (1) (12) — (20) — Impairments and other charges (2) — (127) — (127) Amortization of acquired intangible assets (37) (33) (106) (99) Interest expense, net (43) (48) (132) (136) Other expense, net (1) (2) (4) (7) Income before income taxes $581 $447 $1,705 $1,734 (1) For the three and nine months ended April 30, 2024, corporate restructuring costs related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States. (2) For the three and nine months ended April 30, 2023, impairments and other charges related to the $107 million in software impairment charges in the United States, as well as charges associated with the closure of certain smaller, underperforming branches in the United States. Our products are delivered through a common network of distribution centers, branches, specialist sales associates, counter service, showroom consultants and e-commerce. The Company recognizes revenue when a sales arrangement with a customer exists, the transaction price is fixed or determinable, collection of consideration is probable and the Company has satisfied its performance obligation per the sales arrangement. The majority of the Company’s revenue originates from sales arrangements with a single performance obligation to deliver products, whereby the performance obligations are satisfied when control of the product is transferred to the customer which is the point the product is delivered to, or collected by, the customer. The Company determined that disaggregating net sales by end market at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows may be impacted by economic factors. The disaggregated net sales by end market are as follows: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 United States: Residential $3,552 $3,534 $10,591 $10,956 Non-residential: Commercial 2,337 2,231 6,929 6,764 Civil/Infrastructure 599 567 1,740 1,713 Industrial 486 495 1,407 1,430 Total Non-residential 3,422 3,293 10,076 9,907 Total United States 6,974 6,827 20,667 20,863 Canada 334 313 1,022 1,033 Total net sales $7,308 $7,140 $21,689 $21,896 No sales to an individual customer accounted for more than 10% of net sales during any of the periods presented. The Company is a value-added distributor in North America of products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We offer a broad line of products, and items are regularly added to and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered. |
Weighted average shares
Weighted average shares | 9 Months Ended |
Apr. 30, 2024 | |
Earnings Per Share [Abstract] | |
Weighted average shares | Weighted average shares The following table presents the reconciliation of our basic to diluted weighted average number of shares outstanding: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Basic weighted average shares 202.6 205.4 203.3 207.1 Effect of dilutive shares (1) 0.6 0.7 0.6 0.8 Diluted weighted average shares 203.2 206.1 203.9 207.9 Excluded anti-dilutive shares — 0.1 — 0.1 (1) Represents the potential dilutive impact of share-based awards. |
Income tax
Income tax | 9 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income tax | Income tax Ferguson manages its affairs so that it is centrally managed and controlled in the U.K. and therefore has its tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. plus non-U.K. tax rate differentials with respect to other locations in which Ferguson’s operations are based. Accordingly, the consolidated income tax rate is a composite rate reflecting earnings in various locations and the applicable rates. The Company’s tax provision for each period presented was calculated using an estimated annual tax rate, adjusted for discrete items occurring during the applicable period to arrive at an effective tax rate. The effective income tax rates for the relevant periods were as follows: Three months ended Nine months ended April 30, April 30, 2024 2023 2024 2023 Effective tax rate 23.8 % 24.8 % 24.7 % 24.7 % During the three and nine months ended April 30, 2024, there have been no material changes to the Company’s unrecognized tax benefits when compared to those items disclosed in the Annual Report. |
Debt
Debt | 9 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt obligations consisted of the following: As of (In millions) April 30, 2024 July 31, 2023 Variable-rate debt: Receivables Facility $— $50 Term Loan 500 500 Fixed-rate debt: Private placement notes 850 905 Unsecured senior notes 2,350 2,350 Subtotal $3,700 $3,805 Less: current maturities of debt (150) (55) Unamortized discounts and debt issuance costs (19) (22) Interest rate swap - fair value adjustment (13) (17) Total long-term debt $3,518 $3,711 Variable rate debt The Company maintains a Receivables Securitization Facility (the “Receivables Facility”) that consists of funding for up to $1.1 billion, including a swingline for up to $100 million in same day funding. As of April 30, 2024, no borrowings were outstanding under the Receivables Facility. There was no significant change in interest rates from those disclosed in the Annual Report. The Company’s Credit Agreement, dated October 7, 2022 (the “Term Loan Agreement”), provides for term loans (“Term Loan”) in an aggregate principal amount of $500 million. There was no significant change in interest rates from those disclosed in the Annual Report. The Company maintains a revolving credit facility (the “Revolving Facility”) that has aggregate total available credit commitments of $1.35 billion. As of April 30, 2024, no borrowings were outstanding under the Revolving Facility. Fixed rate debt In November 2023, the Company repaid $55 million related to the 3.30% private placement notes that matured. In November 2024, an additional $150 million of such notes will mature. Other The Company was in compliance with all debt covenants that were in effect as of April 30, 2024. |
Assets and liabilities at fair
Assets and liabilities at fair value | 9 Months Ended |
Apr. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities at fair value | Assets and liabilities at fair value The Company has not changed its valuation techniques for measuring fair value of any financial assets or liabilities during the periods presented. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other debt instruments, such as the receivables securitization facility and term loans, approximated their fair values as of April 30, 2024 and July 31, 2023. The Company’s derivatives (interest rate swaps which are considered fair value hedges) and investments in equity instruments are carried at fair value on the condensed consolidated balance sheets (Level 2 and Level 3 fair value inputs, respectively) and are not material. The notional amount of the Company’s outstanding fair value hedges was $300 million and $355 million as of April 30, 2024 and July 31, 2023, respectively. The notional value of fair value hedges decreased in connection with the repayment of $55 million related to the 3.30% private placement notes that matured in November 2023. Carrying amounts and the related estimated fair value (Level 2) of the Company’s long-term debt were as follows: April 30, 2024 July 31, 2023 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Unsecured senior notes $2,333 $2,183 $2,330 $2,195 Private placement notes 849 826 904 871 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company is, from time to time, involved in various legal proceedings considered to be normal course of business in relation to, among other things, the products that we supply, contractual and commercial disputes and disputes with employees. Provision is made if, on the basis of current information and professional advice, liabilities are considered probable. In the case of unfavorable outcomes, the Company may benefit from applicable insurance protection. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss The change in accumulated other comprehensive loss was as follows: (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2023 ($429) ($459) ($888) Other comprehensive loss before reclassifications (35) (2) (37) Amounts reclassified from accumulated other comprehensive loss — 3 3 Other comprehensive (loss) income (35) 1 (34) Balance at October 31, 2023 (464) (458) (922) Other comprehensive income before reclassifications 21 2 23 Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive income 21 4 25 Balance at January 31, 2024 (443) (454) (897) Other comprehensive loss before reclassifications (19) (1) (20) Amounts reclassified from accumulated other comprehensive loss — 3 3 Other comprehensive (loss) income (19) 2 (17) Balance at April 30, 2024 ($462) ($452) ($914) (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2022 ($420) ($410) ($830) Other comprehensive loss before reclassifications (36) (3) (39) Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive loss (36) (1) (37) Balance at October 31, 2022 (456) (411) (867) Other comprehensive income before reclassifications 18 6 24 Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive income 18 8 26 Balance at January 31, 2023 (438) (403) (841) Other comprehensive (loss) income before reclassifications (7) 2 (5) Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive (loss) income (7) 4 (3) Balance at April 30, 2023 ($445) ($399) ($844) Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items include the related income tax impacts. Such amounts consisted of the following: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Amortization of actuarial losses $4 $2 $11 $8 Tax benefit (1) — (3) (2) Amounts reclassified from accumulated other comprehensive loss $3 $2 $8 $6 |
Retirement benefit obligations
Retirement benefit obligations | 9 Months Ended |
Apr. 30, 2024 | |
Retirement Benefits [Abstract] | |
Retirement benefit obligations | Retirement benefit obligations The Company maintains pension plans in the U.K. and Canada. The components of net periodic pension cost, which are included in Other expense, net in the condensed consolidated statements of earnings, were as follows: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Interest cost ($15) ($13) ($45) ($38) Expected return on plan assets 16 12 46 36 Amortization of net actuarial losses (4) (2) (11) (8) Net periodic cost ($3) ($3) ($10) ($10) The impact of exchange rate fluctuations is included on the amortization line above. |
Shareholders_ equity
Shareholders’ equity | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Shareholders’ equity | Shareholders’ equity The following table presents a summary of the Company’s share activity: Three months ended Nine months ended April 30, April 30, 2024 2023 2024 2023 Ordinary shares: Balance at beginning of period 232,171,182 232,171,182 232,171,182 232,171,182 Change in shares issued — — — — Balance at end of period 232,171,182 232,171,182 232,171,182 232,171,182 Treasury shares: Balance at beginning of period (29,168,420) (25,619,935) (27,893,680) (21,078,577) Repurchases of ordinary shares (827,205) (1,588,636) (2,319,358) (6,181,156) Treasury shares used to settle share-based compensation awards 1,851 — 219,264 51,162 Balance at end of period (29,993,774) (27,208,571) (29,993,774) (27,208,571) Employee Benefit Trusts: Balance at beginning of period — (283,604) (274,031) (846,491) Employee Benefit Trust shares used to settle share-based compensation awards — 7,953 253,212 570,840 Shares sold upon termination of Employee Benefit Trust — — 20,819 — Balance at end of period — (275,651) — (275,651) Total shares outstanding at end of period 202,177,408 204,686,960 202,177,408 204,686,960 Two Employee Benefit Trusts had been previously established in connection with the Company’s discretionary share award plans and long-term incentive plans. As of January 31, 2024, each of these trusts had been terminated with all shares disbursed or sold. The proceeds from shares sold upon termination of the Employee Benefit Trusts were $4 million and included in other financing activities in the statement of cash flow. Share Repurchases The Company is currently purchasing shares under a revocable purchase arrangement with repurchases recorded directly to treasury shares as incurred. As of April 30, 2024, the Company has completed $2.9 billion of the total announced authorized program. In June 2024, the Company extended the share repurchase program by an additional $1.0 billion. As such, the Company is currently purchasing shares under an authorization that allows up to $4.0 billion in share repurchases. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Apr. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation Following adoption by the board of directors of the Company (the “Board”), the Ferguson plc 2023 Omnibus Equity Incentive Plan (the “New Plan”) was approved by the shareholders of the Company at the annual general meeting on November 28, 2023, and became effective as of September 21, 2023, the date of the Board’s adoption of the New Plan. The New Plan provides for the issuance of up to 6,750,000 of the Company’s ordinary shares, subject to the share recycling and adjustment provisions as provided under the New Plan. All new share-based compensation awards granted subsequent to November 28, 2023 will be granted under the New Plan. No new awards will be granted under the Ferguson Group Ordinary Share Plan 2019, Ferguson Group Performance Ordinary Share Plan 2019 or the Ferguson Group Long Term Incentive Plan 2019 (the “Prior Plans”). The Company grants share-based compensation awards that can be broadly characterized by the underlying vesting conditions as follows: • Time vested awards (“time vested”) typically vest at the end of three years. The fair value of these awards are based on the closing share price on the date of grant. • Performance vested awards (“performance vested”) typically vest following three-year performance cycles. The number of ordinary shares issued varies based upon the Company’s performance against an adjusted operating profit measure. The fair value of the award is based on the closing share price on the date of grant. • Long-term incentive awards granted to Executive Directors (“LTI-ED”) typically vest following three-year performance cycles. The number of ordinary shares issued varies based upon multiple performance metrics as described below. For LTI-ED awards granted prior to fiscal 2023, the number of ordinary shares to be issued upon vesting will vary based on Company measures of inflation-indexed earnings per share (“EPS”), cash flow and total shareholder return (“TSR”) compared to a peer company set. Based on the performance conditions of these awards granted prior to fiscal 2023, these awards are treated as liability-settled awards. As such, the fair value of these awards are initially determined at the date of grant and are remeasured at each balance sheet date until the liability is settled. Dividend equivalents accrue during the vesting period. As of April 30, 2024 and July 31, 2023, the total liability recorded in connection with these grants was $7 million and $13 million, respectively. In fiscal 2024 and 2023, the Company granted LTI-ED awards in which the ordinary shares to be issued upon vesting vary based on fixed measures of Company defined EPS and return on capital employed (“ROCE”), as well as TSR compared to a peer company set. Dividend equivalents accrue during the vesting period. Based on the performance conditions of these awards, such grants are treated as equity-settled awards (“LTI-ED, equity-settled”) with the fair value determined on the date of grant. Specifically, the fair value of such awards that vest based on achievement of the EPS and ROCE measures are equal to the closing share price on the date of grant. The fair value of the awards that vest based on TSR were determined using a Monte-Carlo simulation, which estimate the fair value based on the Company's share price activity relative to the peer comparative set over the expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the shares of the Company and that of the peer company set. The following table summarizes the share-based compensation awards activity for the nine months ended April 30, 2024: Number of shares Weighted average grant date fair value Outstanding at July 31, 2023 1,158,673 $111.57 Time vested awards granted 112,579 160.82 Performance vested awards granted 209,945 158.16 LTI-ED, equity-settled awards granted 32,050 149.37 Share adjustments based on performance 38,178 198.72 Vested (471,691) 98.86 Forfeited (25,405) 126.65 Outstanding at April 30, 2024 1,054,329 $135.74 The following table relates to time vested, performance vested and LTI-ED award activity: Nine months ended April 30, (In millions, except per share amounts) 2024 Fair value of awards vested $77 Weighted average grant date fair value per share granted $158.21 The following table relates to all share-based compensation awards: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Share-based compensation expense (within SG&A) $15 $11 $39 $38 Income tax benefit 4 3 10 10 The total u nrecog nized sh are-based compensation expense at April 30, 2024 was $62 million and is expected to be recognized over a weighted average period of 2.1 years. |
Acquisitions
Acquisitions | 9 Months Ended |
Apr. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company acquired six businesses during the nine months ended April 30, 2024. Each of the acquired businesses is engaged in the distribution of plumbing, HVAC and infrastructure related products and was acquired to support growth. In each of the Company’s acquisitions, the Company has substantially purchased the acquiree's business and therefore all transactions have been accounted for as a business combination pursuant to FASB Accounting Standards Codification (ASC) 805. The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in regards to the Company's acquisitions: (In millions) Intangible assets: Trade names and brands $5 Customer relationships 81 Other 5 Cash and cash equivalents 1 Trade and other receivables 33 Inventories 35 Property, plant and equipment 3 Right of use assets 12 Trade and other payables (28) Lease liabilities (12) Deferred tax (3) Other (2) Total 130 Goodwill 92 Consideration $222 Satisfied by: Cash $186 Deferred & other consideration 36 Total consideration $222 The fair values of the net assets acquired are considered preliminary and are based on management’s best estimates. Further adjustments may be necessary in connection with acquisitions completed in a prior period when additional information becomes available about events that existed at the date of acquisition. Amendments to fair value estimates may be made to these figures during the measurement period following the date of acquisition. There were no material adjustments in the current fiscal year that related to the closing of the measurement period of acquisitions made in the prior fiscal year. As of the date of this Quarterly Report, the Company has made all known material adjustments related to acquisitions in fiscal 2024. The fair value estimates of intangible assets are considered non-recurring, Level 3 measurements within the fair value hierarchy and are estimated as of each respective acquisition date. The goodwill on these acquisitions is attributable to the anticipated profitability of the new markets and product ranges to which the Company has gained access and additional profitability, operating efficiencies and other synergies available in connection with existing markets. Goodwill acquired during the nine months ended April 30, 2024 that was attributed to the United States and Canada segments were $55 million and $37 million, respectively. Goodwill that is expected to be deductible for tax purposes is $79 million. Deferred consideration represents the expected payout due to certain sellers of acquired businesses that is subject to either 1) a contractual settle-up period or 2) a contingency related to contractually defined performance metrics. If the deferred consideration is contingent on achieving performance metrics, the liability is estimated using assumptions regarding the expectations of an acquiree’s ability to achieve the contractually defined performance metrics over a period of time that typically spans one The businesses acquired during the year-to-date period of fiscal 2024 contributed $53 million to net sales and $4 million in losses to the Company’s income before income tax, including acquired intangible asset amortization, transaction and integration costs for the period between the applicable date of acquisition and April 30, 2024. Acquisition costs during the nine months ended April 30, 2024 were not material. Acquisition costs are expensed as incurred and included in SG&A in the Company’s consolidated statements of earnings. The net outflow of cash related to business acquisitions is as follows: Nine months ended (In millions) April 30, 2024 Purchase consideration $186 Cash, cash equivalents and bank overdrafts acquired (1) Cash consideration paid, net of cash acquired 185 Deferred and contingent consideration (1) 26 Net cash outflow in respect of the purchase of businesses $211 (1) Included in other financing activities in the Condensed Consolidated Statements of Cash Flows. Pro forma disclosures If each acquisition had been completed on the first day of the prior fiscal year, the Company’s unaudited pro forma net sales would have been: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Pro forma net sales $7,328 $7,213 $21,848 $22,107 The impact on income before income tax, including additional amortization, transaction costs and integration costs would not be material in the three and nine months ended April 30, 2024 and 2023. These unaudited pro forma results do not necessarily represent financial results that would have been achieved had the acquisition actually occurred at the beginning of the prior fiscal year. |
Related party transactions
Related party transactions | 9 Months Ended |
Apr. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions For the nine months ended April 30, 2024, the Company purchased $8 million of delivery, installation and related administrative services from a company that is, or is an indirect wholly-owned subsidiary of a company that is, controlled or significantly influenced by a Ferguson Non-Employee Director. In the three and nine months ended April 30, 2023, the Company purchased $9 million and $22 million, respectively, of such services. These services were purchased on an arm’s-length basis. In December 2023, this related party relationship ended. As a result, in the three months ended April 30, 2024 we did not have, nor do we expect in the future to have, any services provided by this company which would constitute a related party transaction. No material amounts are due to any related party entities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent event | Subsequent event The Company held a Special Meeting on May 30, 2024 at which the Company’s shareholders voted on the establishment of a new corporate structure to domicile the Company’s ultimate parent company in the United States and other related governance matters. Shareholders approved the transaction and, subject to the satisfaction of the conditions to the completion of the transaction, the effective date is expected to be August 1, 2024. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements and notes to the condensed consolidated financial statements are presented in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“U.S. GAAP”), but do not include all disclosures normally required in annual consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. The July 31, 2023 condensed consolidated balance sheet was derived from the audited financial statements. For the nine months ended April 30, 2023 and to conform to current period presentation, the Company has disaggregated the total change in income taxes within the cash flows from operating activities to reflect the changes in deferred income taxes separately from the changes in income taxes payable. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report. The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year. |
Use of estimates | Use of estimates The preparation of the Company's interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting certain reported amounts. Actual results may differ from those estimates. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand, deposits with banks with original maturities of three months or less and overdrafts to the extent there is a legal right of offset and practice of net settlement with cash balances. Restricted cash primarily consists of deferred consideration for business combinations, subject to various settlement agreements, and is recorded in prepaid and other current assets in the Company’s condensed consolidated balance sheets. |
Supplier finance program | Supplier finance program In October 2023, the Company began a supplier financing program with a third party wherein certain shipping and logistics providers in the United States can opt to receive early payment at a nominal discount. The Company’s standard payment terms under this program is 45 days. All outstanding payables related to the supplier finance program are classified within accounts payable within our unaudited consolidated balance sheets and were $49 million as of April 30, 2024. |
Recently issued accounting standard updates (“ASU”) | Recently issued accounting standard updates (“ASU”) In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU expands public entities’ required segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the ASU to determine the impact on its disclosures. Recent accounting pronouncements pending adoption that are not discussed above are either not applicable, or will not have, or are not expected to have, a material impact on our consolidated financial condition, results of operations, cash flows or related disclosures. |
Legal matters | The Company is, from time to time, involved in various legal proceedings considered to be normal course of business in relation to, among other things, the products that we supply, contractual and commercial disputes and disputes with employees. Provision is made if, on the basis of current information and professional advice, liabilities are considered probable. In the case of unfavorable outcomes, the Company may benefit from applicable insurance protection. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets compared with amounts shown in the condensed consolidated statements of cash flows. As of (In millions) April 30, 2024 July 31, 2023 Cash and cash equivalents $691 $601 Restricted cash 64 68 Total cash, cash equivalents and restricted cash $755 $669 |
Revenue and segment informati_2
Revenue and segment information (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Segment details were as follows: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Net sales: United States $6,974 $6,827 $20,667 $20,863 Canada 334 313 1,022 1,033 Total net sales $7,308 $7,140 $21,689 $21,896 Adjusted operating profit: United States $685 $664 $1,976 $2,088 Canada 6 7 38 54 Central and other costs (17) (14) (47) (39) Corporate restructurings (1) (12) — (20) — Impairments and other charges (2) — (127) — (127) Amortization of acquired intangible assets (37) (33) (106) (99) Interest expense, net (43) (48) (132) (136) Other expense, net (1) (2) (4) (7) Income before income taxes $581 $447 $1,705 $1,734 (1) For the three and nine months ended April 30, 2024, corporate restructuring costs related to incremental costs in connection with establishing a new corporate structure to domicile our ultimate parent company in the United States. (2) For the three and nine months ended April 30, 2023, impairments and other charges related to the $107 million in software impairment charges in the United States, as well as charges associated with the closure of certain smaller, underperforming branches in the United States. Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 United States: Residential $3,552 $3,534 $10,591 $10,956 Non-residential: Commercial 2,337 2,231 6,929 6,764 Civil/Infrastructure 599 567 1,740 1,713 Industrial 486 495 1,407 1,430 Total Non-residential 3,422 3,293 10,076 9,907 Total United States 6,974 6,827 20,667 20,863 Canada 334 313 1,022 1,033 Total net sales $7,308 $7,140 $21,689 $21,896 |
Weighted average shares (Tables
Weighted average shares (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Shares, Basic and Diluted | The following table presents the reconciliation of our basic to diluted weighted average number of shares outstanding: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Basic weighted average shares 202.6 205.4 203.3 207.1 Effect of dilutive shares (1) 0.6 0.7 0.6 0.8 Diluted weighted average shares 203.2 206.1 203.9 207.9 Excluded anti-dilutive shares — 0.1 — 0.1 (1) Represents the potential dilutive impact of share-based awards. |
Income tax (Tables)
Income tax (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | The effective income tax rates for the relevant periods were as follows: Three months ended Nine months ended April 30, April 30, 2024 2023 2024 2023 Effective tax rate 23.8 % 24.8 % 24.7 % 24.7 % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt obligations consisted of the following: As of (In millions) April 30, 2024 July 31, 2023 Variable-rate debt: Receivables Facility $— $50 Term Loan 500 500 Fixed-rate debt: Private placement notes 850 905 Unsecured senior notes 2,350 2,350 Subtotal $3,700 $3,805 Less: current maturities of debt (150) (55) Unamortized discounts and debt issuance costs (19) (22) Interest rate swap - fair value adjustment (13) (17) Total long-term debt $3,518 $3,711 |
Assets and liabilities at fai_2
Assets and liabilities at fair value (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Recorded at Fair Value | Carrying amounts and the related estimated fair value (Level 2) of the Company’s long-term debt were as follows: April 30, 2024 July 31, 2023 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Unsecured senior notes $2,333 $2,183 $2,330 $2,195 Private placement notes 849 826 904 871 |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The change in accumulated other comprehensive loss was as follows: (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2023 ($429) ($459) ($888) Other comprehensive loss before reclassifications (35) (2) (37) Amounts reclassified from accumulated other comprehensive loss — 3 3 Other comprehensive (loss) income (35) 1 (34) Balance at October 31, 2023 (464) (458) (922) Other comprehensive income before reclassifications 21 2 23 Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive income 21 4 25 Balance at January 31, 2024 (443) (454) (897) Other comprehensive loss before reclassifications (19) (1) (20) Amounts reclassified from accumulated other comprehensive loss — 3 3 Other comprehensive (loss) income (19) 2 (17) Balance at April 30, 2024 ($462) ($452) ($914) (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2022 ($420) ($410) ($830) Other comprehensive loss before reclassifications (36) (3) (39) Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive loss (36) (1) (37) Balance at October 31, 2022 (456) (411) (867) Other comprehensive income before reclassifications 18 6 24 Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive income 18 8 26 Balance at January 31, 2023 (438) (403) (841) Other comprehensive (loss) income before reclassifications (7) 2 (5) Amounts reclassified from accumulated other comprehensive loss — 2 2 Other comprehensive (loss) income (7) 4 (3) Balance at April 30, 2023 ($445) ($399) ($844) |
Schedule of Reclassification Out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items include the related income tax impacts. Such amounts consisted of the following: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Amortization of actuarial losses $4 $2 $11 $8 Tax benefit (1) — (3) (2) Amounts reclassified from accumulated other comprehensive loss $3 $2 $8 $6 |
Retirement benefit obligations
Retirement benefit obligations (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The components of net periodic pension cost, which are included in Other expense, net in the condensed consolidated statements of earnings, were as follows: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Interest cost ($15) ($13) ($45) ($38) Expected return on plan assets 16 12 46 36 Amortization of net actuarial losses (4) (2) (11) (8) Net periodic cost ($3) ($3) ($10) ($10) |
Shareholders_ equity (Tables)
Shareholders’ equity (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Schedule of Share Activity | The following table presents a summary of the Company’s share activity: Three months ended Nine months ended April 30, April 30, 2024 2023 2024 2023 Ordinary shares: Balance at beginning of period 232,171,182 232,171,182 232,171,182 232,171,182 Change in shares issued — — — — Balance at end of period 232,171,182 232,171,182 232,171,182 232,171,182 Treasury shares: Balance at beginning of period (29,168,420) (25,619,935) (27,893,680) (21,078,577) Repurchases of ordinary shares (827,205) (1,588,636) (2,319,358) (6,181,156) Treasury shares used to settle share-based compensation awards 1,851 — 219,264 51,162 Balance at end of period (29,993,774) (27,208,571) (29,993,774) (27,208,571) Employee Benefit Trusts: Balance at beginning of period — (283,604) (274,031) (846,491) Employee Benefit Trust shares used to settle share-based compensation awards — 7,953 253,212 570,840 Shares sold upon termination of Employee Benefit Trust — — 20,819 — Balance at end of period — (275,651) — (275,651) Total shares outstanding at end of period 202,177,408 204,686,960 202,177,408 204,686,960 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Award Activity | The following table summarizes the share-based compensation awards activity for the nine months ended April 30, 2024: Number of shares Weighted average grant date fair value Outstanding at July 31, 2023 1,158,673 $111.57 Time vested awards granted 112,579 160.82 Performance vested awards granted 209,945 158.16 LTI-ED, equity-settled awards granted 32,050 149.37 Share adjustments based on performance 38,178 198.72 Vested (471,691) 98.86 Forfeited (25,405) 126.65 Outstanding at April 30, 2024 1,054,329 $135.74 The following table relates to time vested, performance vested and LTI-ED award activity: Nine months ended April 30, (In millions, except per share amounts) 2024 Fair value of awards vested $77 Weighted average grant date fair value per share granted $158.21 |
Schedule of Share-Based Compensation Awards | The following table relates to all share-based compensation awards: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Share-based compensation expense (within SG&A) $15 $11 $39 $38 Income tax benefit 4 3 10 10 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in regards to the Company's acquisitions: (In millions) Intangible assets: Trade names and brands $5 Customer relationships 81 Other 5 Cash and cash equivalents 1 Trade and other receivables 33 Inventories 35 Property, plant and equipment 3 Right of use assets 12 Trade and other payables (28) Lease liabilities (12) Deferred tax (3) Other (2) Total 130 Goodwill 92 Consideration $222 Satisfied by: Cash $186 Deferred & other consideration 36 Total consideration $222 |
Schedule of Businesses Acquired | The net outflow of cash related to business acquisitions is as follows: Nine months ended (In millions) April 30, 2024 Purchase consideration $186 Cash, cash equivalents and bank overdrafts acquired (1) Cash consideration paid, net of cash acquired 185 Deferred and contingent consideration (1) 26 Net cash outflow in respect of the purchase of businesses $211 (1) Included in other financing activities in the Condensed Consolidated Statements of Cash Flows. |
Schedule of Business Acquisition, Pro Forma Information | If each acquisition had been completed on the first day of the prior fiscal year, the Company’s unaudited pro forma net sales would have been: Three months ended Nine months ended April 30, April 30, (In millions) 2024 2023 2024 2023 Pro forma net sales $7,328 $7,213 $21,848 $22,107 |
Summary of significant accoun_4
Summary of significant accounting policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Apr. 30, 2024 | Jul. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 691 | $ 601 |
Restricted cash | 64 | 68 |
Total cash, cash equivalents and restricted cash | $ 755 | $ 669 |
Summary of significant accoun_5
Summary of significant accounting policies - Narrative (Details) $ in Millions | Apr. 30, 2024 USD ($) |
Accounting Policies [Abstract] | |
Supplier finance program, payment timing, period | 45 days |
Supplier finance program, obligation, current | $ 49 |
Revenue and segment informati_3
Revenue and segment information - Narrative (Details) | 9 Months Ended |
Apr. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Revenue and segment informati_4
Revenue and segment information - Items not Allocated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Net sales: | ||||
Total net sales | $ 7,308 | $ 7,140 | $ 21,689 | $ 21,896 |
Adjusted operating profit: | ||||
Central and other costs | (17) | (14) | (47) | (39) |
Impairments and other charges | 0 | (127) | 0 | (127) |
Amortization of acquired intangible assets | (37) | (33) | (106) | (99) |
Interest expense, net | (43) | (48) | (132) | (136) |
Other expense, net | (1) | (2) | (4) | (7) |
Income before income taxes | 581 | 447 | 1,705 | 1,734 |
Software impairment charges | 107 | 107 | ||
Corporate restructurings | ||||
Adjusted operating profit: | ||||
Corporate restructurings | (12) | 0 | (20) | 0 |
United States | ||||
Net sales: | ||||
Total net sales | 6,974 | 6,827 | 20,667 | 20,863 |
Adjusted operating profit: | ||||
Adjusted operating profit: | 685 | 664 | 1,976 | 2,088 |
Canada | ||||
Net sales: | ||||
Total net sales | 334 | 313 | 1,022 | 1,033 |
Adjusted operating profit: | ||||
Adjusted operating profit: | $ 6 | $ 7 | $ 38 | $ 54 |
Revenue and segment informati_5
Revenue and segment information - Disaggregation of Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 7,308 | $ 7,140 | $ 21,689 | $ 21,896 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 6,974 | 6,827 | 20,667 | 20,863 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 334 | 313 | 1,022 | 1,033 |
Residential | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 3,552 | 3,534 | 10,591 | 10,956 |
Non-residential: | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 3,422 | 3,293 | 10,076 | 9,907 |
Commercial | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 2,337 | 2,231 | 6,929 | 6,764 |
Civil/Infrastructure | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 599 | 567 | 1,740 | 1,713 |
Industrial | United States | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 486 | $ 495 | $ 1,407 | $ 1,430 |
Weighted average shares (Detail
Weighted average shares (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average shares (in shares) | 202.6 | 205.4 | 203.3 | 207.1 |
Effect of dilutive shares (in shares) | 0.6 | 0.7 | 0.6 | 0.8 |
Diluted weighted-average shares (in shares) | 203.2 | 206.1 | 203.9 | 207.9 |
Excluded anti-dilutive shares (in shares) | 0 | 0.1 | 0 | 0.1 |
Income tax - Schedule of Effect
Income tax - Schedule of Effective Income Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 23.80% | 24.80% | 24.70% | 24.70% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Apr. 30, 2024 | Jul. 31, 2023 | Oct. 07, 2022 |
Debt Instrument [Line Items] | |||
Subtotal | $ 3,700 | $ 3,805 | |
Less: current maturities of debt | (150) | (55) | |
Unamortized discounts and debt issuance costs | (19) | (22) | |
Interest rate swap - fair value adjustment | (13) | (17) | |
Total long-term debt | 3,518 | 3,711 | |
Receivables Facility | Receivables Facility | |||
Debt Instrument [Line Items] | |||
Subtotal | 0 | 50 | |
Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Subtotal | 500 | 500 | $ 500 |
Private placement notes | Private placement notes | |||
Debt Instrument [Line Items] | |||
Subtotal | 850 | 905 | |
Unsecured senior notes | Unsecured senior notes | |||
Debt Instrument [Line Items] | |||
Subtotal | $ 2,350 | $ 2,350 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Nov. 30, 2024 | Nov. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | Oct. 07, 2022 | |
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Term loan principal amount | $ 3,700,000,000 | $ 3,805,000,000 | ||||
Repayments of debt | 1,480,000,000 | $ 2,280,000,000 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Line of credit facility | 1,350,000,000 | |||||
Borrowings outstanding | 0 | |||||
Receivables Facility | Receivables Facility | ||||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | 1,100,000,000 | |||||
Swingline adjustment | 100,000,000 | |||||
Term loan principal amount | 0 | |||||
Term Loan | Term Loan | ||||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Term loan principal amount | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||
Private placement notes | Private placement notes | ||||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Repayments of debt | $ 55,000,000 | |||||
Interest rate (in percent) | 3.30% | |||||
Private placement notes, 2024 | Private placement notes | Forecast | ||||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | ||||||
Repayments of debt | $ 150,000,000 |
Assets and liabilities at fai_3
Assets and liabilities at fair value - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Hedged liability, fair value hedge | $ 300 | $ 355 | ||
Repayments of debt | $ 1,480 | $ 2,280 | ||
Private placement notes | Private placement notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Repayments of debt | $ 55 | |||
Interest rate (in percent) | 3.30% |
Assets and liabilities at fai_4
Assets and liabilities at fair value -Debt Measured at Fair Value (Details) - Level 2 - USD ($) $ in Millions | Apr. 30, 2024 | Jul. 31, 2023 |
Unsecured senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | $ 2,333 | $ 2,330 |
Fair Value | 2,183 | 2,195 |
Private placement notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 849 | 904 |
Fair Value | $ 826 | $ 871 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Change in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 5,418 | $ 5,037 | $ 4,725 | $ 4,665 | $ 5,037 | $ 4,665 | ||
Other comprehensive (loss) income before reclassifications | (20) | $ 23 | (37) | (5) | $ 24 | (39) | ||
Amounts reclassified from accumulated other comprehensive loss | 3 | 2 | 3 | 2 | 2 | 2 | ||
Total other comprehensive loss, net of tax: | (17) | 25 | (34) | (3) | 26 | (37) | (26) | (14) |
Ending balance | 5,522 | 5,418 | 4,721 | 4,725 | 5,522 | 4,721 | ||
AOCI Attributable to Parent | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (897) | (922) | (888) | (841) | (867) | (830) | (888) | (830) |
Total other comprehensive loss, net of tax: | (17) | (3) | (26) | (14) | ||||
Ending balance | (914) | (897) | (922) | (844) | (841) | (867) | (914) | (844) |
Foreign currency translation | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (443) | (464) | (429) | (438) | (456) | (420) | (429) | (420) |
Other comprehensive (loss) income before reclassifications | (19) | 21 | (35) | (7) | 18 | (36) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 | 0 | 0 | ||
Total other comprehensive loss, net of tax: | (19) | 21 | (35) | (7) | 18 | (36) | ||
Ending balance | (462) | (443) | (464) | (445) | (438) | (456) | (462) | (445) |
Pensions | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (454) | (458) | (459) | (403) | (411) | (410) | (459) | (410) |
Other comprehensive (loss) income before reclassifications | (1) | 2 | (2) | 2 | 6 | (3) | ||
Amounts reclassified from accumulated other comprehensive loss | 3 | 2 | 3 | 2 | 2 | 2 | ||
Total other comprehensive loss, net of tax: | 2 | 4 | 1 | 4 | 8 | (1) | ||
Ending balance | $ (452) | $ (454) | $ (458) | $ (399) | $ (403) | $ (411) | $ (452) | $ (399) |
Accumulated other comprehensi_4
Accumulated other comprehensive loss - Reclassification Out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Tax benefit | $ 138 | $ 111 | $ 421 | $ 429 |
Net income | (443) | (336) | (1,284) | (1,305) |
Reclassification out of Accumulated Other Comprehensive Income | Employee Benefit Trusts | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of actuarial losses | 4 | 2 | 11 | 8 |
Tax benefit | (1) | 0 | (3) | (2) |
Net income | $ 3 | $ 2 | $ 8 | $ 6 |
Retirement benefit obligation_2
Retirement benefit obligations - Net Periodic Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ (15) | $ (13) | $ (45) | $ (38) |
Expected return on plan assets | 16 | 12 | 46 | 36 |
Amortization of net actuarial losses | (4) | (2) | (11) | (8) |
Net periodic cost | $ (3) | $ (3) | $ (10) | $ (10) |
Shareholders_ equity - Schedule
Shareholders’ equity - Schedule of Share Activity (Details) - shares | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2024 | Jul. 31, 2023 | Jan. 31, 2023 | Jul. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 232,171,182 | |||||||
Treasury stock, beginning balance (in shares) | (29,993,774) | (29,993,774) | (27,893,680) | |||||
Treasury stock, ending balance (in shares) | (29,993,774) | (29,993,774) | ||||||
Balance at end of period (in shares) | 232,171,182 | 232,171,182 | ||||||
Total shares outstanding at end of period (in shares) | 202,177,408 | 204,686,960 | 202,177,408 | 204,686,960 | ||||
Ordinary Shares | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 232,171,182 | 232,171,182 | 232,171,182 | 232,171,182 | ||||
Change in shares issued (in shares) | 0 | 0 | 0 | 0 | ||||
Balance at end of period (in shares) | 232,171,182 | 232,171,182 | 232,171,182 | 232,171,182 | ||||
Treasury Shares | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury stock, beginning balance (in shares) | (29,993,774) | (27,208,571) | (29,993,774) | (27,208,571) | (29,168,420) | (27,893,680) | (25,619,935) | (21,078,577) |
Repurchases of ordinary shares (in shares) | (827,205) | (1,588,636) | (2,319,358) | (6,181,156) | ||||
Treasury shares used to settle share-based compensation awards (in shares) | 1,851 | 0 | 219,264 | 51,162 | ||||
Treasury stock, ending balance (in shares) | (29,993,774) | (27,208,571) | (29,993,774) | (27,208,571) | ||||
Employee Benefit Trusts | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 0 | 283,604 | 274,031 | 846,491 | ||||
Employee Benefit Trust shares used to settle share-based compensation awards (in shares) | 0 | 7,953 | 253,212 | 570,840 | ||||
Shares sold upon termination of Employee Benefit Trust (in shares) | 0 | 0 | 20,819 | 0 | ||||
Balance at end of period (in shares) | 0 | 275,651 | 0 | 275,651 |
Shareholders_ equity - Narrativ
Shareholders’ equity - Narrative (Details) $ in Millions | 9 Months Ended | 32 Months Ended | ||
Apr. 30, 2024 USD ($) trust | Apr. 30, 2023 USD ($) | Apr. 30, 2024 USD ($) | Jun. 05, 2024 USD ($) | |
Class of Stock [Line Items] | ||||
Number of employee benefit trusts | trust | 2 | |||
Proceeds from shares sold in period | $ 4 | $ 4 | ||
Purchase of treasury shares | $ 421 | $ 784 | $ 2,900 | |
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount, increase | $ 1,000 | |||
Authorized stock to repurchased | $ 4,000 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Apr. 30, 2024 | Sep. 21, 2023 | Jul. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based payment, cost not yet recognized | $ 62 | ||
Share based payment, cost not yet recognized, period for recognition (in years) | 2 years 1 month 6 days | ||
2023 Omnibus Equity Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 6,750,000 | ||
Time vested awards granted | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation, award vesting period (in years) | 3 years | ||
Performance vested awards granted | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation, award vesting period (in years) | 3 years | ||
LTI-ED, equity-settled awards granted | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation, award vesting period (in years) | 3 years | ||
Employee Stock | Ferguson Group Long-Term Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Liability in connection with grants | $ 7 | $ 13 |
Share-based compensation - Sche
Share-based compensation - Schedule of Awards (Details) | 9 Months Ended |
Apr. 30, 2024 $ / shares shares | |
Number of shares | |
Beginning Balance Outstanding (in shares) | shares | 1,158,673 |
Vested (in shares) | shares | (471,691) |
Forfeited (in shares) | shares | (25,405) |
Ending Balance Outstanding (in shares) | shares | 1,054,329 |
Weighted average grant date fair value | |
Outstanding, Weighted average grant date fair value, Beginning Balance (in usd per share) | $ / shares | $ 111.57 |
Vested, Weighted average grant date fair value (in usd per share) | $ / shares | 98.86 |
Forfeited, Weighted average grant date fair value (in usd per share) | $ / shares | 126.65 |
Outstanding, Weighted average grant date fair value, Ending Balance (in usd per share) | $ / shares | $ 135.74 |
Time vested awards granted | |
Number of shares | |
Grants (in shares) | shares | 112,579 |
Weighted average grant date fair value | |
Granted, Weighted average grant date fair value (in usd per share) | $ / shares | $ 160.82 |
Performance vested awards granted | |
Number of shares | |
Grants (in shares) | shares | 209,945 |
Weighted average grant date fair value | |
Granted, Weighted average grant date fair value (in usd per share) | $ / shares | $ 158.16 |
LTI-ED, equity-settled awards granted | |
Number of shares | |
Grants (in shares) | shares | 32,050 |
Weighted average grant date fair value | |
Granted, Weighted average grant date fair value (in usd per share) | $ / shares | $ 149.37 |
Share adjustments based on performance | |
Number of shares | |
Share adjustments based on performance (in shares) | shares | 38,178 |
Weighted average grant date fair value | |
Share adjustments based on performance, Weighted average grant date fair value (in usd per share) | $ / shares | $ 198.72 |
Share-based compensation - Summ
Share-based compensation - Summary of Time Vested, Performance Vested and Long-Term Incentive Awards (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Apr. 30, 2024 USD ($) $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of awards vested | $ | $ 77 |
Time Vested, Performance Vested, and Long Term Incentive Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted-average grant date fair value per share granted (in usd per share) | $ / shares | $ 158.21 |
Share-based compensation - Sc_2
Share-based compensation - Schedule of Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based compensation expense (within SG&A) | $ 15 | $ 11 | $ 39 | $ 38 |
Income tax benefit | $ 4 | $ 3 | $ 10 | $ 10 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 9 Months Ended |
Apr. 30, 2024 USD ($) business | |
Business Acquisition [Line Items] | |
Number of businesses acquired | business | 6 |
Goodwill | $ 92 |
Goodwill, expected tax deductible amount | 79 |
Revenue since acquisition date | 53 |
Loss since acquisition date | 4 |
United States | |
Business Acquisition [Line Items] | |
Goodwill | 55 |
Canada | |
Business Acquisition [Line Items] | |
Goodwill | $ 37 |
Minimum | |
Business Acquisition [Line Items] | |
Service period (in years) | 1 year |
Maximum | |
Business Acquisition [Line Items] | |
Service period (in years) | 3 years |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets and Liabilities Acquired (Details) $ in Millions | 9 Months Ended |
Apr. 30, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 1 |
Trade and other receivables | 33 |
Inventories | 35 |
Property, plant and equipment | 3 |
Right of use assets | 12 |
Trade and other payables | (28) |
Lease liabilities | (12) |
Deferred tax | (3) |
Other | (2) |
Total | 130 |
Goodwill | 92 |
Total consideration | 222 |
Cash | 186 |
Deferred & other consideration | 36 |
Trade names and brands | |
Business Acquisition [Line Items] | |
Intangible assets: | 5 |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets: | 81 |
Other | |
Business Acquisition [Line Items] | |
Intangible assets: | $ 5 |
Acquisitions - Net Cash Outflow
Acquisitions - Net Cash Outflow (Details) - USD ($) $ in Millions | 9 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Purchase consideration | $ 186 | |
Cash, cash equivalents and bank overdrafts acquired | (1) | |
Cash consideration paid, net of cash acquired | 185 | $ 179 |
Deferred and contingent consideration | 26 | |
Net cash outflow in respect of the purchase of businesses | $ 211 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Pro forma net sales | $ 7,328 | $ 7,213 | $ 21,848 | $ 22,107 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Non-Executive Directors | |||
Related Party Transaction [Line Items] | |||
Purchases from related party | $ 9 | $ 8 | $ 22 |