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REG-Ferguson plc Ferguson Reports Second Quarter Results

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Ferguson Reports Second Quarter Results

Continued Execution with Full Year Guidance Unchanged

Second quarter highlights


 * Sales decline of 2.2%, largely driven by deflation of approximately 2%.

 * Operating margin of 7.1% (7.8% on an adjusted basis) in our seasonally
lightest quarter with fiscal year to date operating margin of 8.5% (9.0% on an
adjusted basis).

 * Diluted earnings per share of $1.58 ($1.74 on an adjusted basis).

 * Operating cash flow of $863 million on a fiscal year to date basis.

 * Declared quarterly dividend of $0.79, reflecting a 5% increase over the prior
year.

 * Completed two acquisitions during the quarter and one subsequent to the
quarter with aggregate annualized revenues of approximately $220 million.

 * Share repurchases of $142 million during the quarter.

 * Balance sheet remains strong with net debt to adjusted EBITDA of 1.1x.

 

Ferguson plc (NYSE:FERG) (LSE:FERG):

FY2024 Guidance (unchanged)
 Total Company                  2024 Guidance        
 Net sales*                     Broadly flat         
 Adjusted operating margin**    9.2% - 9.8%          
 Interest expense               $190 - $210 million  
 Adjusted effective tax rate**  Approximately 25%    
 Capital expenditures           $400 - $450 million  
 * Net sales guidance assumes mid-single digit market decline with continued 
 Company market outperformance, contribution from completed acquisitions and 
 one additional sales day. Overall impact of price inflation estimated to be 
 broadly neutral for the year.                       
 ** The Company does not reconcile forward-looking non-GAAP measures. See 
 “Non-GAAP Reconciliations and Supplementary information.” 


Kevin Murphy, Ferguson CEO, commented, “Our associates continued to execute
well during our seasonally lightest quarter. While sales were slightly lower
than the prior year, organic performance improved from the first quarter.
Current open orders and sales per day trends support our expectation of
improvement through the balance of the fiscal year against easing comparables.
We are appropriately managing costs as we prepare for our seasonally stronger
second half. We delivered strong operating cash flow during the first half of
our fiscal year and our strong balance sheet positions us for continued
investment in organic growth, sustainable dividend growth, consolidation of
our fragmented markets through acquisitions and the continued return of
capital to shareholders.

“Our FY2024 financial guidance is unchanged. We are well positioned to
leverage emerging multi-year structural tailwinds in non-residential
construction and opportunities to further support the residential trade
professional.”
                                              Three months ended January 31,                                        
 US$ (In millions, except per share amounts)  2024                     2023                     Change              
                                              Reported  Adjusted((1))  Reported  Adjusted((1))  Reported  Adjusted  
 Net sales                                    6,673     6,673          6,825     6,825          (2.2)%    (2.2)%    
 Gross margin                                 30.4%     30.4%          30.2%     30.2%          +20 bps   +20 bps   
 Operating profit                             477       520            549       582            (13.1)%   (10.7)%   
 Operating margin                             7.1%      7.8%           8.0%      8.5%           (90) bps  (70) bps  
 Earnings per share - diluted                 1.58      1.74           1.80      1.91           (12.2)%   (8.9)%    
 Adjusted EBITDA                                        568                      630                      (9.8)%    
 Net debt((1)) : Adjusted EBITDA                        1.1x                     1.1x                               

                                              Six months ended January 31,                                          
 US$ (In millions, except per share amounts)  2024                     2023                     Change              
                                              Reported  Adjusted((1))  Reported  Adjusted((1))  Reported  Adjusted  
 Net sales                                    14,381    14,381         14,756    14,756         (2.5)%    (2.5)%    
 Gross margin                                 30.3%     30.3%          30.4%     30.4%          (10) bps  (10) bps  
 Operating profit                             1,216     1,293          1,380     1,446          (11.9)%   (10.6)%   
 Operating margin                             8.5%      9.0%           9.4%      9.8%           (90) bps  (80) bps  
 Earnings per share - diluted                 4.12      4.40           4.64      4.87           (11.2)%   (9.7)%    
 Adjusted EBITDA                                        1,387                    1,542                    (10.1)%   
 Net debt((1)) : Adjusted EBITDA                        1.1x                     1.1x                               
 ((1)) The Company uses certain non-GAAP measures, which are not defined or                                         
 specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations                                        
 and Supplementary Information.”                                                                                    


Summary of financial results

Second quarter

Net sales of $6.7 billion were 2.2% below last year against a strong prior
year comparable. Organic revenue declined 3.7% driven by a decline in
residential sales with a smaller decline in non-residential sales. These
declines were partially offset by acquisition contributions of 1.5%. As
expected, weakness in certain commodity related categories drove modest
overall price deflation of approximately 2% as we continued to lap strong
inflation comparables.

Gross margin of 30.4% was 20 basis points higher than last year driven by
strong pricing execution from our associates. Operating expenses were
appropriately managed with targeted cost control actions and productivity
initiatives balanced with investing in core capabilities for future growth.

Reported operating profit was $477 million (7.1% operating margin), 13.1%
lower than last year. Adjusted operating profit of $520 million (7.8% adjusted
operating margin) was 10.7% lower than last year.

Reported diluted earnings per share was $1.58 (Q2 2023: $1.80), a decrease of
12.2%, and adjusted diluted earnings per share of $1.74 decreased 8.9% due to
lower adjusted operating profit, partially offset by the impact of share
repurchases.

USA - second quarter

Net sales in the US business declined 2.2%, with an organic revenue decline of
3.7% partially offset by a 1.5% contribution from acquisitions.

Residential end markets, which comprise just over half of US revenue, remained
subdued. New residential housing start and permit activity improved slightly
in the quarter, while repair, maintenance and improvement (“RMI”) work
remained soft. Overall, residential revenue declined by approximately 4% in
the second quarter.

Non-residential end markets, representing just under half of US revenue,
showed comparative resilience with non-residential revenues declining by
approximately 1% in the second quarter. Commercial and civil/infrastructure
activity held flat in the quarter with industrial more pressured against a
strong prior year comparable. We continued to see good levels of megaproject
related bid activity.

Adjusted operating profit of $525 million was 9.3% or $54 million behind last
year.

We completed two acquisitions during the quarter, Grove Supply, Inc., a 17
location plumbing and HVAC distributor serving customers in Pennsylvania and
New Jersey, and Harway Appliances, a premier distributor of high-end kitchen
appliances in Texas.

Canada - second quarter

Net sales compressed by 3.7%, with an organic revenue decline of 3.3% and a
0.4% adverse impact from foreign exchange rates. Markets have remained
challenging and saw similar trends to that of the United States. Adjusted
operating profit of $9 million declined by $5 million compared to last year.

Subsequent to the quarter we acquired Yorkwest Plumbing Supply Inc., a leading
distributor of plumbing, municipal, hydronics, institutional, HVAC and
industrial products in the greater Toronto area.

Segment overview
                                  Three months ended January 31,                   Six months ended January 31,               
 US$ (In millions)                2024              2023              Change       2024             2023             Change   
 Net sales:                                                                                                                   
 USA                              6,364             6,504             (2.2)%       13,693           14,036           (2.4)%   
 Canada                           309               321               (3.7)%       688              720              (4.4)%   
 Total net sales                  6,673             6,825             (2.2)%       14,381           14,756           (2.5)%   
                                                                                                                              
 Adjusted operating profit:                                                                                                   
 USA                              525               579               (9.3)%       1,291            1,424            (9.3)%   
 Canada                           9                 14                (35.7)%      32               47               (31.9)%  
 Central and other costs          (14)              (11)                           (30)             (25)                      
 Total adjusted operating profit  520               582               (10.7)%      1,293            1,446            (10.6)%  


Financial position

Net debt to adjusted EBITDA at January 31, 2024 was 1.1x and during the
quarter we completed share repurchases of $142 million.

We declared a quarterly dividend of $0.79, reflecting a 5% increase over the
prior year. The dividend will be paid on May 7, 2024 to shareholders on the
register as of March 15, 2024.

There have been no other significant changes to the financial position of the
Company.

Domiciling our ultimate parent company in the United States

On January 18, 2024, the Company’s Board of Directors (the “Board”)
announced that it would be in the best interests of the Company and its
shareholders as a whole to proceed with establishing a new corporate structure
to domicile our ultimate parent company in the United States. This step better
aligns the Company’s headquarters and governance with its operations and
leadership.

The Company expects the change to be effective on or about August 1, 2024,
subject to the satisfaction of the conditions to the completion of the
transaction, including shareholder approval.

No action is needed by shareholders at this time.

Investor conference call and webcast

A call with Kevin Murphy, CEO and Bill Brundage, CFO will commence at 8:30
a.m. ET (1:30 p.m. GMT) today. The call will be recorded and available on our
website after the event at corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2Fhome%2Fdefault.aspx&esheet=53905063&newsitemid=20240305365031&lan=en-US&anchor=corporate.ferguson.com&index=1&md5=e58c34efd5e35ca640fd802c5aebf00e)
.
 Dial in number  US:  +1 646 787 9445       
                 UK:  +44 (0) 20 3936 2999  


Ask for the Ferguson call quoting 422862. To access the call via your laptop,
tablet or mobile device please go to corporate.ferguson.com. If you have
technical difficulties, please click the “Listen by Phone” button on the
webcast player and dial the number provided.

About us

Ferguson plc (NYSE: FERG; LSE: FERG) is a leading 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 U.K., with its operations and associates solely
focused on North America and managed from Newport News, Virginia. For more
information, please visit corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2Fhome%2Fdefault.aspx&esheet=53905063&newsitemid=20240305365031&lan=en-US&anchor=corporate.ferguson.com&index=2&md5=a61a70bc25b25b1e2220148870e63787)
or follow us on LinkedIn linkedin.com/company/ferguson-enterprises.

Analyst resources

For further information on quarterly financial breakdowns, visit
corporate.ferguson.com on the Investors menu under Analyst Consensus and
Resources.

Provisional financial calendar
 Q3 Results for period ending April 30, 2024  June 4, 2024 with call from 8:30 a.m. ET  


Timetable for the quarterly dividend

The timetable for payment of the quarterly dividend of $0.79 per share is as
follows:
 Ex-dividend date:  March 14, 2024  
 Record date:       March 15, 2024  
 Payment date:      May 7, 2024     


The quarterly dividend is declared in U.S. dollars and since March 2021, the
default currency for dividends is also U.S. dollars. Those shareholders who
have not elected to receive the dividend in pounds sterling and who would like
to make such an election may do so online by going to Computershare's Investor
Center and returning the completed form to the address located in the
upper‐right corner of the form. The deadline to elect to receive the
quarterly dividend in pounds sterling, or to amend an existing election, is
5:00 p.m. ET on April 8, 2024 and any requests should be made in good time
ahead of that date.

The form is available at www-us.computershare.com/Investor/#Home and
navigating to Company Info > FERG > GBP Dividend Election and Mandate
Form.

The completion of cross-border movements of shares between the U.K. and the
U.S. is contingent upon the receiving broker identifying and acknowledging any
such movements. Where a cross-border movement of shares has been initiated but
not completed by the relevant dividend record date (being March 15, 2024 for
this quarterly dividend), there is a risk that the dividend in respect of such
shares will not be received on the dividend payment date. Accordingly,
shareholders are advised not to initiate any cross-border movements of shares
during the period from March 14, 2024 through March 18, 2024 inclusive.

Cautionary note on forward-looking statements

Certain information included in this announcement is forward-looking,
including within the meaning of the Private Securities Litigation Reform Act
of 1995, and involves risks, assumptions and uncertainties that could cause
actual results to differ materially from those expressed or implied by
forward-looking statements. Forward-looking statements cover all matters which
are not historical facts and include, without limitation, statements or
guidance regarding or relating to our future financial position, results of
operations and growth, projected interest in and ownership of our ordinary
shares by investors including as a result of inclusion in North American
market indices, plans and objectives for the future including our capabilities
and priorities, domiciling our ultimate parent company in the United States,
risks associated with changes in global and regional economic, market and
political conditions, ability to manage supply chain challenges, ability to
manage the impact of product price fluctuations, our financial condition and
liquidity, legal or regulatory changes and other statements concerning the
success of our business and strategies. Forward-looking statements can be
identified by the use of forward-looking terminology, including terms such as
“believes,” “estimates,” “anticipates,” “expects,”
“forecasts,” “guidance,” “intends,” “continues,” “plans,”
“projects,” “goal,” “target,” “aim,” “may,” “will,”
“would,” “could” or “should” or, in each case, their negative or
other variations or comparable terminology and other similar references to
future periods. Forward-looking statements speak only as of the date on which
they are made. They are not assurances of future performance and are based
only on our current beliefs, expectations and assumptions regarding the future
of our business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Therefore, you should not
place undue reliance on any of these forward-looking statements. Although we
believe that the forward-looking statements contained in this announcement are
based on reasonable assumptions, you should be aware that many factors could
cause actual results to differ materially from those in such forward-looking
statements, including but not limited to: the transaction relating to
domiciling our ultimate parent company in the United States may be delayed,
cancelled, suspended or terminated; unexpected costs for us and any
unanticipated or other adverse consequences to us or our shareholders relating
to domiciling our ultimate parent company in the United States; weakness in
the economy, market trends, uncertainty and other conditions in the markets in
which we operate, and other factors beyond our control, including disruption
in the financial markets and any macroeconomic or other consequences of
political unrest, disputes or war; failure to rapidly identify or effectively
respond to direct and/or end customers’ wants, expectations or trends,
including costs and potential problems associated with new or upgraded
information technology systems or our ability to timely deploy new
omni-channel capabilities; decreased demand for our products as a result of
operating in highly competitive industries and the impact of declines in the
residential and non‐residential markets, as well as the RMI and new
construction markets; changes in competition, including as a result of market
consolidation or competitors responding more quickly to emerging technologies
(such as generative artificial intelligence (“AI”)); failure of a key
information technology system or process as well as exposure to fraud or theft
resulting from payment‐related risks; privacy and protection of sensitive
data failures, including failures due to data corruption, cybersecurity
incidents or network security breaches; ineffectiveness of or disruption in
our domestic or international supply chain or our fulfillment network,
including delays in inventory availability at our distribution facilities and
branches, increased delivery costs or lack of availability; failure to
effectively manage and protect our facilities and inventory or to prevent
personal injury to customers, suppliers or associates, including as a result
of workplace violence; unsuccessful execution of our operational strategies;
failure to attract, retain and motivate key associates; exposure of
associates, contractors, customers, suppliers and other individuals to health
and safety risks; inherent risks associated with acquisitions, partnerships,
joint ventures and other business combinations, dispositions or strategic
transactions; regulatory, product liability and reputational risks and the
failure to achieve and maintain a high level of product and service quality;
inability to renew leases on favorable terms or at all, as well as any
remaining obligations under a lease when we close a facility; changes in,
interpretations of, or compliance with tax laws in the United States, the
United Kingdom, Switzerland or Canada; our indebtedness and changes in our
credit ratings and outlook; fluctuations in product prices (e.g.,
commodity-priced materials, inflation/deflation) and foreign currency; funding
risks related to our defined benefit pension plans; legal proceedings as well
as failure to comply with domestic and foreign laws, regulations and
standards, as those laws, regulations and standards or interpretations and
enforcement thereof may change, or the occurrence of unforeseen developments
such as litigation; our failure to comply with the obligations associated with
being a U.S. domestic issuer and the costs associated therewith; the costs and
risk exposure relating to environmental, social and governance (“ESG”)
matters, including sustainability issues, regulatory or legal requirements,
and disparate stakeholder expectations; adverse impacts caused by a public
health crisis; and other risks and uncertainties set forth under the heading
“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
July 31, 2023 as filed with the SEC on September 26, 2023, and in other
filings we make with the SEC in the future.

Additionally, forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. Other than in accordance with our legal or regulatory
obligations, we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise.

Ferguson plc

Non-GAAP Reconciliations and Supplementary Information

(unaudited)

Non-GAAP items

This announcement contains certain financial information that is not presented
in conformity with U.S. GAAP. These non-GAAP financial measures include
adjusted operating profit, adjusted operating margin, adjusted net income,
adjusted earnings per share - diluted, adjusted EBITDA, adjusted effective tax
rate, net debt and net debt to adjusted EBITDA ratio. The Company believes
that these non-GAAP financial measures provide users of the Company’s
financial information with additional meaningful information to assist in
understanding financial results and assessing the Company’s performance from
period to period. Management believes these measures are important indicators
of operations because they exclude items that may not be indicative of our
core operating results and provide a better baseline for analyzing trends in
our underlying businesses, and they are consistent with how business
performance is planned, reported and assessed internally by management and the
Board. Such non-GAAP adjustments include amortization of acquired intangible
assets, discrete tax items, and any other items that are non-recurring.
Non-recurring items may include various restructuring charges, gains or losses
on the disposals of businesses which by their nature do not reflect primary
operations, as well as certain other items deemed non-recurring in nature
and/or that are not a result of the Company’s primary operations. Because
non-GAAP financial measures are not standardized, it may not be possible to
compare these financial measures with other companies' non-GAAP financial
measures having the same or similar names. These non-GAAP financial measures
should not be considered in isolation or as a substitute for results reported
under U.S. GAAP. These non-GAAP financial measures reflect an additional way
of viewing aspects of operations that, when viewed with U.S. GAAP results,
provide a more complete understanding of the business. The Company strongly
encourages investors and shareholders to review the Company’s financial
statements and publicly filed reports in their entirety and not to rely on any
single financial measure.

The Company does not provide a reconciliation of forward-looking non-GAAP
financial measures to the most directly comparable U.S. GAAP financial
measures on a forward-looking basis because it is unable to predict with
reasonable certainty or without unreasonable effort non-recurring items, such
as those described above, that may arise in the future. The variability of
these items is unpredictable and may have a significant impact.

Summary of Organic Revenue

Management evaluates organic revenue as it provides a consistent measure of
the change in revenue year-on-year. Organic revenue growth (or decline) is
determined as the growth (or decline) in total reported revenue excluding the
growth (or decline) attributable to currency exchange rate fluctuations, sales
days, acquisitions and disposals, divided by the preceding financial year’s
revenue at the current year’s exchange rates.

A summary of the Company’s historical revenue and organic revenue growth is
below:
                        Q2 2024            Q1 2024            Q4 2023            Q3 2023            Q2 2023            
                        Revenue  Organic   Revenue  Organic   Revenue  Organic   Revenue  Organic   Revenue  Organic   
                                 
Revenue           
Revenue           
Revenue           
Revenue           
Revenue  
 USA                    (2.2)%   (3.7)%    (2.7)%   (5.0)%    (1.5)%   (5.5)%    (1.6)%   (2.5)%    5.4%     2.6%      
 Canada                 (3.7)%   (3.3)%    (5.0)%   (3.3)%    (5.1)%   (2.7)%    (9.5)%   (1.5)%    (4.5)%   3.0%      
 Continuing operations  (2.2)%   (3.7)%    (2.8)%   (4.9)%    (1.7)%   (5.3)%    (2.0)%   (2.5)%    4.9%     2.7%      


For further details regarding organic revenue growth, visit
corporate.ferguson.com on the Investors menu under Analyst Consensus and
Resources.

Reconciliation of Net Income to Adjusted Operating Profit and Adjusted EBITDA
                                            Three months ended             Six months ended        
                                            January 31,                    January 31,             
 (In millions)                              2024              2023         2024            2023    
 Net income                                 $322              $374         $841            $969    
 Provision for income taxes                 111               121          283             318     
 Interest expense, net                      44                47           89              88      
 Other expense (income), net                —                 7            3               5       
 Operating profit                           477               549          1,216           1,380   
 Corporate restructurings((1))              8                 —            8               —       
 Amortization of acquired intangibles       35                33           69              66      
 Adjusted Operating Profit                  520               582          1,293           1,446   
 Depreciation & impairment of PP&E          41                36           80              73      
 Amortization of non-acquired intangibles   7                 12           14              23      
 Adjusted EBITDA                            $568              $630         $1,387          $1,542  
                                                                                                   
 (1) For the three and six months ended January 31, 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.                                                                             


Net Debt : Adjusted EBITDA Reconciliation

To assess the appropriateness of its capital structure, the Company’s
principal measure of financial leverage is net debt to adjusted EBITDA. The
Company aims to operate with investment grade credit metrics and keep this
ratio within one to two times.

Net debt

Net debt comprises bank overdrafts, bank and other loans and derivative
financial instruments, excluding lease liabilities, less cash and cash
equivalents. Long-term debt is presented net of debt issuance costs.
                            As of January 31,       
 (In millions)              2024            2023    
 Long-term debt             $3,595          $3,936  
 Short-term debt            150             55      
 Bank overdrafts((1))       23              36      
 Derivative liabilities     11              17      
 Cash and cash equivalents  (639)           (597)   
 Net debt                   $3,140          $3,447  
                                                    
 (1) Bank overdrafts are included in other current liabilities in the 
 Company’s Consolidated Balance Sheet.              


Adjusted EBITDA (Rolling 12-month)

Adjusted EBITDA is net income before charges/credits relating to depreciation,
amortization, impairment and certain non-GAAP adjustments. A rolling 12-month
adjusted EBITDA is used in the net debt to adjusted EBITDA ratio to assess the
appropriateness of the Company’s financial leverage.
                                                 Twelve months ended        
 (In millions, except ratios)                    January 31,                
                                                 2024              2023     
 Net income                                      $1,761            $2,095   
 Loss from discontinued operations (net of tax)  —                 2        
 Provision for income taxes                      540               655      
 Interest expense, net                           185               150      
 Other expense (income), net                     9                 4        
 Corporate restructurings((1))                   8                 10       
 Impairments and other charges((2))              125               —        
 Depreciation and amortization                   322               317      
 Adjusted EBITDA                                 $2,950            $3,233   
 Net Debt: Adjusted EBITDA                       1.1x              1.1x     
                                                                            
 (1) For the rolling twelve months ended January 31, 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. For the rolling twelve months ended January 31, 2023, 
 corporate restructuring costs primarily related to incremental costs in    
 connection with the Company’s listing in the United States.                
                                                                            
 (2) For the rolling twelve months ended January 31, 2024, impairments and  
 other charges related to $107 million in software impairment charges in the 
 United States, as well as $18 million in charges associated with the closure 
 of certain smaller, underperforming branches in the United States. Such    
 amounts were mainly recorded in the third quarter of fiscal year 2023.     


Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS - Diluted
                                              Three months ended                                         
                                              January 31,                                                
 (In millions, except per share amounts)      2024                            2023                       
                                                         per share((1))                  per share((1))  
 Net income                                   $322       $1.58                $374       $1.80           
 Corporate restructurings((2))                8          0.04                 —          —               
 Amortization of acquired intangibles         35         0.17                 33         0.16            
 Discrete tax adjustments((3))                (2)        (0.01)               (3)        (0.01)          
 Tax impact-non-GAAP adjustments((4))         (8)        (0.04)               (8)        (0.04)          
 Adjusted net income                          $355       $1.74                $396       $1.91           
                                                                                                         
 Diluted weighted-average shares outstanding  203.9                           207.8                      

                                          Six months ended                                             
                                          January 31,                                                  
 (In millions, except per share amounts)  2024                            2023                         
                                                     per share((1))                    per share((1))  
 Net income                               $841       $4.12                $969         $4.64           
 Corporate restructurings((2))            8          0.04                 —            —               
 Amortization of acquired intangibles     69         0.34                 66           0.32            
 Discrete tax adjustments((3))            (2)        (0.01)               (3)          (0.01)          
 Tax impact-non-GAAP adjustments((4))     (18)       (0.09)               (16)         (0.08)          
 Adjusted net income                      $898       $4.40                $1,016       $4.87           
                                                                                                       
 Diluted weighted-average shares          204.2                           208.8                        
                                                                                                       
 (1) Per share on a dilutive basis.                                                                    
 (2) For the three and six months ended January 31, 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.                                                                                 
 (3) For the three and six months ended January 31, 2024, discrete tax                                 
 adjustments mainly related to the tax treatment of certain compensation items                         
 that were not individually significant. For the three and six months ended                            
 January 31, 2023, discrete tax items primarily related to adjustments in                              
 connection with amended returns.                                                                      
 (4) For the three and six months ended January 31, 2024 and 2023, the tax                             
 impact on non-GAAP adjustments primarily related to the amortization of                               
 acquired intangibles.                                                                                 

 Ferguson plc                                                                                               
 
                                                                                                          
 
Condensed Consolidated Statements of Earnings                                                             
 
                                                                                                          
 
(unaudited)                                                                                               
                                                                                                            
                                                 Three months ended             Six months ended            
                                                 January 31,                    January 31,                 
 (In millions, except per share amounts)         2024              2023         2024              2023      
 Net sales                                       $6,673            $6,825       $14,381           $14,756   
 Cost of sales                                   (4,644)           (4,763)      (10,021)          (10,273)  
 Gross profit                                    2,029             2,062        4,360             4,483     
 Selling, general and administrative expenses    (1,469)           (1,432)      (2,981)           (2,941)   
 Depreciation and amortization                   (83)              (81)         (163)             (162)     
 Operating profit                                477               549          1,216             1,380     
 Interest expense, net                           (44)              (47)         (89)              (88)      
 Other expense, net                              —                 (7)          (3)               (5)       
 Income before income taxes                      433               495          1,124             1,287     
 Provision for income taxes                      (111)             (121)        (283)             (318)     
 Net income                                      $322              $374         $841              $969      
                                                                                                            
 Earnings per share - Basic                      $1.58             $1.81        $4.13             $4.66     
                                                                                                            
 Earnings per share - Diluted                    $1.58             $1.80        $4.12             $4.64     
                                                                                                            
 Weighted average number of shares outstanding:                                                             
 Basic                                           203.4             207.1        203.6             207.9     
 Diluted                                         203.9             207.8        204.2             208.8     

 Ferguson plc                                                                           
 
                                                                                      
 
Condensed Consolidated Balance Sheets                                                 
 
                                                                                      
 
(unaudited)                                                                           
                                                                                        
                                                   As of                                
 (In millions)                                     January 31, 2024      July 31, 2023  
 Assets                                                                                 
 Cash and cash equivalents                         $639                  $601           
 Accounts receivable, net                          3,092                 3,597          
 Inventories                                       3,968                 3,898          
 Prepaid and other current assets                  891                   953            
 Assets held for sale                              26                    28             
 Total current assets                              8,616                 9,077          
 Property, plant and equipment, net                1,675                 1,595          
 Operating lease right-of-use assets               1,523                 1,474          
 Deferred income taxes, net                        300                   300            
 Goodwill                                          2,264                 2,241          
 Other non-current assets                          1,309                 1,307          
 Total assets                                      $15,687               $15,994        
                                                                                        
 Liabilities and shareholders’ equity                                                   
 Accounts payable                                  $2,985                $3,408         
 Other current liabilities                         1,803                 2,021          
 Total current liabilities                         4,788                 5,429          
 Long-term debt                                    3,595                 3,711          
 Long-term portion of operating lease liabilities  1,165                 1,126          
 Other long-term liabilities                       721                   691            
 Total liabilities                                 10,269                10,957         
 Total shareholders' equity                        5,418                 5,037          
 Total liabilities and shareholders' equity        $15,687               $15,994        

 Ferguson plc                                                                                
 
                                                                                           
 
Condensed Consolidated Statements of Cash Flows                                            
 
                                                                                           
 
(unaudited)                                                                                
                                                                                             
 (In millions)                                                       Six months ended        
                                                                                     Jan 
                                                                                     uar 
                                                                                     y  
                                                                                     31, 
                                                                     2024            2023    
 Cash flows from operating activities:                                                       
 Net income                                                          $841            $969    
 Depreciation and amortization                                       163             162     
 Share-based compensation                                            24              27      
 (Increase) decrease in inventories                                  (52)            237     
 Decrease in receivables and other assets                            565             512     
 Decrease in accounts payable and other liabilities                  (626)           (634)   
 Other operating activities                                          (52)            (98)    
 Net cash provided by operating activities of continuing operations  863             1,175   
 Net cash used in operating activities of discontinued operations    —               (4)     
 Net cash provided by operating activities                           863             1,171   
 Cash flows from investing activities:                                                       
 Purchase of businesses acquired, net of cash acquired               (67)            (179)   
 Capital expenditures                                                (192)           (242)   
 Other investing activities                                          28              (4)     
 Net cash used in investing activities                               (231)           (425)   
 Cash flows from financing activities:                                                       
 Purchase of treasury shares                                         (250)           (564)   
 Net change in debt and bank overdrafts                              (24)            74      
 Cash dividends                                                      (305)           (403)   
 Other financing activities                                          (18)            (13)    
 Net cash used in financing activities                               (597)           (906)   
 Change in cash, cash equivalents and restricted cash                35              (160)   
 Effects of exchange rate changes                                    —               19      
 Cash, cash equivalents and restricted cash, beginning of period     669             785     
 Cash, cash equivalents and restricted cash, end of period           $704            $644    


For further information, please contact:

Investor relations 

Brian Lantz, Vice President IR and Communications

Mobile: +1 224 285 2410

Pete Kennedy, Director of Investor Relations

Mobile: +1 757 603 0111

Media inquiries 

Christine Dwyer, Senior Director of Communications and PR

Mobile: +1 757 469 5813



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