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REG-Ferguson Enterprises Inc. Ferguson Reports Third Quarter Results

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Ferguson Reports Third Quarter Results

Market Outperformance, Moderating Deflation and Targeted Actions Drove Strong
Results

Third quarter highlights


 * Sales of $7.6 billion, increased 4.3% despite one fewer sales day and foreign
exchange (1.7% impact).

 * Gross margin of 31.0%, up 50 bps from prior year.

 * Operating margin of 8.0% (9.4% on an adjusted basis).

 * Diluted earnings per share of $2.07 ($2.50 on an adjusted basis).

 * Declared quarterly dividend of $0.83, reflecting a 5% increase over the prior
year.

 * Completed three acquisitions during the quarter.

 * Share repurchases of $251 million during the quarter.

 * Balance sheet remains strong with net debt to adjusted EBITDA of 1.2x.

 * Actions taken to streamline and reduce complexity within the business,
resulted in non-recurring charges of $68 million with expected annualized
savings of approximately $100 million.

 

Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG). Kevin Murphy, Ferguson CEO,
commented, “Our associates continued to take care of our customers,
outperform the market and drive solid growth in the third quarter. The
combination of strong volume growth, gross margin actions, moderating
deflation and the early benefits of streamlining our business drove adjusted
operating profit growth and adjusted operating margin expansion.

“While we are in a dynamic and uncertain environment, given the strong
performance in the quarter we are updating our full year guidance to low to
mid-single digit revenue growth with an adjusted operating margin range of
8.5% to 9.0%. We remain confident in our markets over the medium term and
continue to balance investment in key strategic opportunities, leveraging
multiyear tailwinds in both residential and non-residential markets as we
support the complex project needs of our specialized professional
customers.”

FY2025 Guidance
                               Prior 2025 Guidance      Updated 2025 Guidance           
 Net sales                     Low single digit growth  Low to mid-single digit growth  
 Adjusted operating margin*    8.3% - 8.8%              8.5% - 9.0%                     
 Interest expense              $180 - $200 million      $180 - $200 million             
 Adjusted effective tax rate*  ~26%                     ~26%                            
 Capital expenditures          $325 - $375 million      $300 - $350 million             

 * The Company does not reconcile forward-looking non-GAAP measures. See  
 “Non-GAAP Reconciliations and Supplementary information”.                

                                              Three months ended April 30,                                          
 US$ (In millions, except per share amounts)  2025                     2024                     Change              
                                              Reported  Adjusted((1))  Reported  Adjusted((1))  Reported  Adjusted  
 Net sales                                    7,621     7,621          7,308     7,308          +4.3%     +4.3%     
 Gross margin                                 31.0%     31.0%          30.5%     30.5%          +50 bps   +50 bps   
 Operating profit                             606       715            625       674            (3.0)%    +6.1%     
 Operating margin                             8.0%      9.4%           8.6%      9.2%           (60) bps  +20 bps   
 Earnings per share - diluted                 2.07      2.50           2.18      2.32           (5.0)%    +7.8%     
 Adjusted EBITDA                                        770                      722                      +6.6%     
 Net debt((1)) : Adjusted EBITDA                        1.2x                     1.0x                               

                                              Nine months ended April 30,                                            
 US$ (In millions, except per share amounts)  2025                     2024                     Change               
                                              Reported  Adjusted((1))  Reported  Adjusted((1))  Reported   Adjusted  
 Net sales                                    22,265    22,265         21,689    21,689         +2.7%      +2.7%     
 Gross margin                                 30.3%     30.3%          30.4%     30.4%          (10) bps   (10) bps  
 Operating profit                             1,681     1,870          1,841     1,967          (8.7)%     (4.9)%    
 Operating margin                             7.5%      8.4%           8.5%      9.1%           (100) bps  (70) bps  
 Earnings per share - diluted                 5.78      6.48           6.30      6.72           (8.3)%     (3.6)%    
 Adjusted EBITDA                                        2,030                    2,109                     (3.7)%    
 Net debt((1)) : Adjusted EBITDA                        1.2x                     1.0x                                

 ((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

Third quarter

Net sales of $7.6 billion were 4.3% ahead of last year driven by organic
revenue growth of 5.0% and acquisition growth of 1.0%, partially offset by
1.7% from the adverse impact of one fewer sales day and foreign exchange
rates. Improvement in finished goods pricing was offset by continued weakness
in certain commodity related categories, resulting in overall pricing being
broadly flat in the quarter.

Gross margin of 31.0% was 50 basis points above last year driven by specific
actions taken to better capture the value we deliver to customers while also
maintaining market share gains, as well as moderating deflation. We continued
to tightly manage the cost base with expense growth driven by higher volumes,
cost inflation and continued selective investment in core capabilities for
future growth.

Reported operating profit was $606 million (8.0% operating margin), 3.0% below
last year due to the non-recurring business restructuring charges. Adjusted
operating profit of $715 million (9.4% adjusted operating margin) was 6.1%
above last year.

Reported diluted earnings per share was $2.07 (Q3 2024: $2.18), a decrease of
5.0% compared to last year, while adjusted diluted earnings per share of $2.50
increased 7.8% due to the higher adjusted operating profit and the impact of
share repurchases.

US - third quarter

Net sales in the US business increased by 4.5%, with organic revenue growth of
5.0% and a further 1.0% contribution from acquisitions, partially offset by a
1.5% adverse impact from one fewer sales day.

Residential end markets, which comprise just over half of US revenue, remained
subdued across both new construction and repair, maintenance and improvement.
Overall, our residential revenue grew approximately 2% in the third quarter.

Non-residential end markets, representing just under half of US revenue, were
stronger than residential end markets with increased activity on large capital
projects. We continued to grow share with non-residential revenue growth of
approximately 7% in the third quarter. We delivered mid to high-single digit
growth across commercial and industrial end markets, with low double digit
growth in our civil/infrastructure end markets.

Adjusted operating profit of $726 million was 6.0% or $41 million above last
year.

We completed two US acquisitions during the quarter, Independent Pipe &
Supply Corp., a leading commercial/mechanical distributor in the Northeast and
Light Innovations Inc., a residential building and remodel showroom located in
Little Rock, Arkansas that will further support the Ferguson Home strategy.

Canada - third quarter

Net sales decreased by 0.3%, with organic revenue growth of 3.0% and a 2.8%
contribution from acquisitions, partially offset by a 4.4% adverse impact from
foreign exchange rates and a 1.7% adverse impact of one fewer sales day.
Residential activity has continued to be soft with non-residential activity
remaining more resilient. Adjusted operating profit of $8 million was $2
million above last year.

During the quarter we completed the acquisition of National Fire
(collectively, National Fire Equipment Ltd. and National Fire Fabrication
Ltd.), a market leader of fire and fabrication products and services operating
from seven locations across eastern and western Canada.

Business Restructuring

We have implemented targeted actions to streamline operations, enhancing speed
and efficiency to better serve customers and drive further profitable growth.
As a result of these actions, non-recurring charges of $68 million were
incurred in the quarter with these measures expected to generate annualized
savings of approximately $100 million.

Segment overview
                                  Three months ended April 30,                            Nine months ended April 30,                     
 US$ (In millions)                2025                2024                Change          2025              2024              Change      
 Net sales:                                                                                                                               
 US                               7,288               6,974               4.5   %         21,210            20,667            2.6   %     
 Canada                           333                 334                 (0.3  )%        1,055             1,022             3.2   %     
 Total net sales                  7,621               7,308               4.3   %         22,265            21,689            2.7   %     
                                                                                                                                          
 Adjusted operating profit:                                                                                                               
 US                               726                 685                 6.0   %         1,878             1,976             (5.0  )%    
 Canada                           8                   6                   33.3  %         42                38                10.5  %     
 Central and other costs          (19       )         (17       )                         (50      )        (47      )                    
 Total adjusted operating profit  715                 674                 6.1   %         1,870             1,967             (4.9  )%    


Financial position

Net debt to adjusted EBITDA at April 30, 2025 was 1.2x. During the quarter we
completed share repurchases of $251 million, bringing year to date repurchases
to $759 million. We have a remaining outstanding balance of approximately $1.1
billion under the current share repurchase program.

We declared a quarterly dividend of $0.83 representing a 5% growth over prior
year. The dividend will be paid on August 6, 2025 to stockholders of record as
of June 20, 2025.

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

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. BST) 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%2F&esheet=54263826&newsitemid=20250603109603&lan=en-US&anchor=corporate.ferguson.com&index=1&md5=5d37e170102f7438b10344de0ab511ca)
.
 Dial in number  US:  +1 646 233 4753       
                 UK:  +44 (0) 20 3936 2999  


Ask for the Ferguson call quoting 254870. To access the call via your laptop,
tablet or mobile device please go to corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2F&esheet=54263826&newsitemid=20250603109603&lan=en-US&anchor=corporate.ferguson.com&index=2&md5=b247c513aef26402d6896bcfbba137b4)
. If you have technical difficulties, please click the “Listen by Phone”
button on the webcast player and dial the number provided.

About Ferguson

Ferguson (NYSE: FERG; LSE: FERG) is the largest value-added distributor
serving the specialized professional in our $340B residential and
non-residential North American construction market. We help make our
customers’ complex projects simple, successful and sustainable by providing
expertise and a wide range of products and services from plumbing, HVAC,
appliances, and lighting to PVF, water and wastewater solutions, and more.
Headquartered in Newport News, Va., Ferguson has sales of $29.6 billion
(FY’24) and approximately 35,000 associates in nearly 1,800 locations. For
more information, please visit corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2F&esheet=54263826&newsitemid=20250603109603&lan=en-US&anchor=corporate.ferguson.com&index=3&md5=f64a8f80c132109284fb7955934a0a02)
.

Analyst resources

For further information on quarterly financial breakdowns, visit
corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2F&esheet=54263826&newsitemid=20250603109603&lan=en-US&anchor=corporate.ferguson.com&index=4&md5=6acdb381e4418a4e983a8ccaf17c656a)
on the Investors menu under Analysts and Resources.

Provisional financial calendar
 Q4 Results for period ending July 31, 2025  September 16, 2025 with call from 8:30 a.m. ET  


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, plans and objectives for the future including our
capabilities and priorities, 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 contained in such
forward-looking statements, including but not limited to: 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, and/or trade restrictions such as
sanctions, tariffs and retaliatory counter measures; 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; changes in competition, including
as a result of market consolidation or competitors responding more quickly to
emerging technologies (such as generative artificial intelligence); 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; 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 or
comply with responsible sourcing standards; 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; our indebtedness and changes in our credit ratings and outlook;
fluctuations in product prices (including as a result of the use of
commodity-priced materials, inflation/deflation and/or trade restrictions) and
foreign currency; funding risks related to our defined benefit pension plans;
legal proceedings in the ordinary course of our business 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,
investigations, governmental proceedings or enforcement actions; our failure
to comply with the obligations associated with being a public company listed
on the New York Stock Exchange and London Stock Exchange and the costs
associated therewith; the costs and risk exposure relating to sustainability
matters, including 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, 2024 filed with
the Securities and Exchange Commission (“SEC”) on September 25, 2024 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 Enterprises Inc.

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:
                Q3 2025            Q2 2025            Q1 2025            Q4 2024            Q3 2024            
                Revenue  Organic   Revenue  Organic   Revenue  Organic   Revenue  Organic   Revenue  Organic   
                         
Revenue           
Revenue           
Revenue           
Revenue           
Revenue  
 US             4.5%     5.0%      3.0%     2.0%      0.5%     (0.4)%    1.3%     (0.2)%    2.2%     (0.9)%    
 Canada         (0.3)%   3.0%      3.2%     3.1%      6.3%     1.3%      2.0%     (1.2)%    6.7%     (0.6)%    
 Total Company  4.3%     5.0%      3.0%     2.1%      0.8%     (0.3)%    1.4%     (0.2)%    2.4%     (0.9)%    


For further details regarding organic revenue growth, visit
corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fcorporate.ferguson.com%2F&esheet=54263826&newsitemid=20250603109603&lan=en-US&anchor=corporate.ferguson.com&index=5&md5=73240106f6e5baa98a7dc24be8880d26)
on the Investors menu under Analysts and Resources.
 Reconciliation of Net Income to Adjusted Operating Profit and Adjusted EBITDA                                  
                                                                                                                
                                            Three months ended                Nine months ended                 
                                            April 30,                         April 30,                         
 (In millions)                              2025              2024            2025                2024          
 Net income                                 $410              $443            $1,156              $1,284        
 Provision for income taxes                 147               138             395                 421           
 Interest expense, net                      46                43              140                 132           
 Other (income) expense, net                3                 1               (10     )           4             
 Operating profit                           606               625             1,681               1,841         
 Corporate restructuring expenses((1))      2                 12              5                   20            
 Business restructuring expenses((2))       68                —               68                  —             
 Amortization of acquired intangibles       39                37              116                 106           
 Adjusted Operating Profit                  715               674             1,870               1,967         
 Depreciation & impairment of PP&E          47                40              137                 120           
 Amortization of non-acquired intangibles   8                 8               23                  22            
 Adjusted EBITDA                            $770              $722            $2,030              $2,109        

 (1)  For the three and nine months ended April 30, 2025, corporate restructuring     
      expenses primarily related to incremental costs in connection with transition   
      activities following the establishment of our parent company’s domicile in      
      the United States. For the three and nine months ended April 30, 2024,          
      corporate restructuring expenses related to incremental costs in connection     
      with establishing a new corporate structure to domicile our ultimate parent     
      company in the United States.                                                   
 (2)  For the three and nine months ended April 30, 2025, business restructuring      
      expenses related to the Company’s implementation of targeted actions to         
      streamline operations, enhancing speed and efficiency to better serve           
      customers and drive further profitable growth.                                  


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 April 30,                   
 (In millions)              2025                2024          
 Long-term debt             $3,701              $3,518        
 Short-term debt            400                 150           
 Bank overdrafts((1))       5                   36            
 Derivative liabilities     3                   13            
 Cash and cash equivalents  (519    )           (691    )     
 Net debt                   $3,590              $3,026        

 (1)  Bank overdrafts are included in other current liabilities in the Company’s    
      Consolidated Balance Sheets.                                                  


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)            April 30,                         
                                         2025                2024          
 Net income                              $1,607              $1,868        
 Provision for income taxes              703                 567           
 Interest expense, net                   187                 180           
 Other (income) expense, net             (5      )           8             
 Corporate restructurings expenses((1))  13                  20            
 Business restructurings expenses((2))   68                  —             
 Impairments and other charges((3))      —                   (2      )     
 Depreciation and amortization           363                 326           
 Adjusted EBITDA                         $2,936              $2,967        
 Net Debt: Adjusted EBITDA               1.2x                1.0x          

 (1)  For the rolling twelve months ended April 30, 2025 and 2024, corporate        
      restructuring expenses primarily related to incremental costs in connection   
      with establishing a new corporate structure to domicile our ultimate parent   
      company in the United States, including transition activities following the   
      domicile.                                                                     
 (2)  For the rolling twelve months ended April 30, 2025, business restructuring    
      expenses related to the Company’s implementation of targeted actions to       
      streamline operations, enhancing speed and efficiency to better serve         
      customers and drive further profitable growth.                                
 (3)  For the rolling twelve months ended April 30, 2024, the benefit recorded in   
      impairments and other charges related to a change in estimate regarding       
      amounts recorded in impairment and other charges in the third quarter of      
      fiscal 2023.                                                                  

 Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS - Diluted                                       
                                                                                                                      
                                              Three months ended                                                      
                                              April 30,                                                               
 (In millions, except per share amounts)      2025                                  2024                              
                                                            per share((1))                        per share((1))      
 Net income                                   $410          $2.07                   $443          $2.18               
 Corporate restructuring expenses((2))        2             0.01                    12            0.06                
 Business restructuring expenses((3))         68            0.34                    —             —                   
 Amortization of acquired intangibles         39            0.20                    37            0.18                
 Discrete tax adjustments((4))                5             0.02                    (11   )       (0.06     )         
 Tax impact-non-GAAP adjustments((5))         (28   )       (0.14     )             (9    )       (0.04     )         
 Adjusted net income                          $496          $2.50                   $472          $2.32               
                                                                                                                      
 Diluted weighted-average shares outstanding                198.5                                 203.2               

                                                                                                                          
                                              Nine months ended                                                           
                                              April 30,                                                                   
 (In millions, except per share amounts)      2025                                    2024                                
                                                              per share((1))                          per share((1))      
 Net income                                   $1,156          $5.78                   $1,284          $6.30               
 Corporate restructuring expenses((2))        5               0.04                    20              0.10                
 Business restructuring expenses((3))         68              0.34                    —               —                   
 Amortization of acquired intangibles         116             0.58                    106             0.52                
 Discrete tax adjustments((4))                (3      )       (0.02     )             (13     )       (0.07     )         
 Tax impact-non-GAAP adjustments((5))         (48     )       (0.24     )             (27     )       (0.13     )         
 Adjusted net income                          $1,294          $6.48                   $1,370          $6.72               
                                                                                                                          
 Diluted weighted-average shares outstanding                  199.8                                   203.9               

 (1)  Per share on a dilutive basis.                                                   
 (2)  For the three and nine months ended April 30, 2025, corporate restructuring      
      expenses primarily related to incremental costs in connection with transition    
      activities following the establishment of our parent company’s domicile in       
      the United States. For the three and nine months ended April 30, 2024,           
      corporate restructuring expenses related to incremental costs in connection      
      with establishing a new corporate structure to domicile our ultimate parent      
      company in the United States.                                                    
 (3)  For the three and nine months ended April 30, 2025, business restructuring       
      expenses related to the Company’s implementation of targeted actions to          
      streamline operations, enhancing speed and efficiency to better serve            
      customers and drive further profitable growth.                                   
 (4)  For the three and nine months ended April 30, 2025, discrete tax adjustments     
      mainly related to the tax treatment of certain compensation items that are not   
      material. For the three and nine months ended April 30, 2024, discrete tax       
      adjustments related to the release of uncertain tax positions due to the         
      lapsing of statute of limitations, as well as the tax treatment of certain       
      compensation items that were not individually significant.                       
 (5)  For the three and nine months ended April 30, 2025, the tax impact on non-GAAP   
      adjustments related to the restructuring expenses and the amortization of        
      acquired intangibles. For the three and nine months ended April 30, 2024, the    
      tax impact on non-GAAP adjustments related to the amortization of acquired       
      intangibles.                                                                     

 Ferguson Enterprises Inc.                                                                                                 
 
                                                                                                                         
 
Condensed Consolidated Statements of Earnings                                                                            
 
                                                                                                                         
 
(unaudited)                                                                                                              
                                                                                                                           
                                                 Three months ended                    Nine months ended                   
                                                 April 30,                             April 30,                           
 (In millions, except per share amounts)         2025                2024              2025                 2024           
 Net sales                                       $7,621              $7,308            $22,265              $21,689        
 Cost of sales                                   (5,262  )           (5,076  )         (15,524  )           (15,097  )     
 Gross profit                                    2,359               2,232             6,741                6,592          
 Selling, general and administrative expenses    (1,589  )           (1,510  )         (4,711   )           (4,483   )     
 Restructuring expenses                          (70     )           (12     )         (73      )           (20      )     
 Depreciation and amortization                   (94     )           (85     )         (276     )           (248     )     
 Operating profit                                606                 625               1,681                1,841          
 Interest expense, net                           (46     )           (43     )         (140     )           (132     )     
 Other (expense) income, net                     (3      )           (1      )         10                   (4       )     
 Income before income taxes                      557                 581               1,551                1,705          
 Provision for income taxes                      (147    )           (138    )         (395     )           (421     )     
 Net income                                      $410                $443              $1,156               $1,284         
                                                                                                                           
 Earnings per share - Basic                      $2.07               $2.19             $5.79                $6.32          
                                                                                                                           
 Earnings per share - Diluted                    $2.07               $2.18             $5.78                $6.30          
                                                                                                                           
 Weighted average number of shares outstanding:                                                                            
 Basic                                           198.3               202.6             199.6                203.3          
 Diluted                                         198.5               203.2             199.8                203.9          

 Ferguson Enterprises Inc.                                                                   
 
                                                                                           
 
Condensed Consolidated Balance Sheets                                                      
 
                                                                                           
 
(unaudited)                                                                                
                                                                                             
                                                   As of                                     
 (In millions)                                     April 30, 2025          July 31, 2024     
 Assets                                                                                      
 Cash and cash equivalents                         $519                    $571              
 Accounts receivable, net                          3,748                   3,602             
 Inventories                                       4,548                   4,188             
 Prepaid and other current assets                  917                     1,020             
 Assets held for sale                              44                      29                
 Total current assets                              9,776                   9,410             
 Property, plant and equipment, net                1,832                   1,752             
 Operating lease right-of-use assets               1,678                   1,565             
 Deferred income taxes, net                        197                     181               
 Goodwill                                          2,427                   2,357             
 Other non-current assets                          1,355                   1,307             
 Total assets                                      $17,265                 $16,572           
                                                                                             
 Liabilities and stockholders’ equity                                                        
 Accounts payable                                  $3,775                  $3,410            
 Other current liabilities                         2,196                   1,806             
 Total current liabilities                         5,971                   5,216             
 Long-term debt                                    3,701                   3,774             
 Long-term portion of operating lease liabilities  1,300                   1,198             
 Other long-term liabilities                       762                     768               
 Total liabilities                                 11,734                  10,956            
 Total stockholders' equity                        5,531                   5,616             
 Total liabilities and stockholders' equity        $17,265                 $16,572           

 Ferguson Enterprises Inc.                                                                          
 
                                                                                                  
 
Condensed Consolidated Statements of Cash Flows                                                   
 
                                                                                                  
 
(unaudited)                                                                                       
                                                                                                    
 (In millions)                                                    Nine months ended                 
                                                                                              April 
                                                                                              30,  
                                                                          2025                20 
                                                                                              24 
 Cash flows from operating activities:                                                              
 Net income                                                       $1,156              $1,284        
 Depreciation and amortization                                    276                 248           
 Share-based compensation                                         22                  39            
 Changes in inventories                                           (324    )           (194    )     
 Changes in receivables and other assets                          (24     )           107           
 Changes in accounts payable and other liabilities                244                 107           
 Other operating activities                                       17                  (84     )     
 Net cash provided by operating activities                        1,367               1,507         
 Cash flows from investing activities:                                                              
 Purchase of businesses acquired, net of cash acquired            (242    )           (185    )     
 Capital expenditures                                             (235    )           (263    )     
 Other investing activities                                       13                  30            
 Net cash used in investing activities                            (464    )           (418    )     
 Cash flows from financing activities:                                                              
 Purchase of treasury shares                                      (759    )           (421    )     
 Net change in debt and bank overdrafts                           174                 (86     )     
 Cash dividends                                                   (324    )           (465    )     
 Other financing activities                                       (66     )           (23     )     
 Net cash used in financing activities                            (975    )           (995    )     
 Change in cash, cash equivalents and restricted cash             (72     )           94            
 Effects of exchange rate changes                                 3                   (8      )     
 Cash, cash equivalents and restricted cash, beginning of period  625                 669           
 Cash, cash equivalents and restricted cash, end of period        $556                $755          


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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Ferguson Enterprises Inc.


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