Ferguson Enterprises Files 2024 10-K

Ticker: FERG · Form: 10-K · Filed: Sep 25, 2024 · CIK: 2011641

Ferguson Enterprises INC. /De/ 10-K Filing Summary
FieldDetail
CompanyFerguson Enterprises INC. /De/ (FERG)
Form Type10-K
Filed DateSep 25, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $340 billion
Sentimentneutral

Sentiment: neutral

Topics: 10-K, annual-report, financials

TL;DR

Ferguson's 2024 10-K is in. Full financial picture for FY ending 7/31/24.

AI Summary

Ferguson Enterprises Inc. filed its 2024 10-K on September 25, 2024, reporting on its fiscal year ending July 31, 2024. The company, headquartered in Newport News, VA, operates in the wholesale hardware, plumbing, and heating equipment and supplies sector. This filing provides a comprehensive overview of the company's financial performance and business operations for the past fiscal year.

Why It Matters

This filing offers investors and analysts a detailed look into Ferguson's financial health and strategic direction for the fiscal year ending July 31, 2024, impacting investment decisions.

Risk Assessment

Risk Level: low — This is a standard annual financial filing (10-K) and does not inherently present new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Ferguson Enterprises Inc.?

Ferguson Enterprises Inc. is primarily involved in the wholesale distribution of hardware, plumbing, and heating equipment and supplies, as indicated by its SIC code 5070.

When did Ferguson Enterprises Inc.'s fiscal year end for this filing?

The fiscal year end for this filing was July 31, 2024.

On what date was this 10-K filing submitted to the SEC?

This 10-K filing was submitted to the SEC on September 25, 2024.

Where is Ferguson Enterprises Inc. headquartered?

Ferguson Enterprises Inc. is headquartered at 751 Lakefront Commons, Newport News, VA 23606.

What is the SEC file number for Ferguson Enterprises Inc.?

The SEC file number for Ferguson Enterprises Inc. is 001-42200.

Filing Stats: 4,438 words · 18 min read · ~15 pages · Grade level 16.1 · Accepted 2024-09-25 16:21:22

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY 1 PART I

Risk Factors

Item 1A. Risk Factors 8

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 25

Cybersecurity

Item 1C. Cybersecurity 25

Properties

Item 2. Properties 27

Legal Proceedings

Item 3. Legal Proceedings 27

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 27 Information about our Executive Officers 27 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29

[Reserved]

Item 6. [Reserved] 30

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 41

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 83

Controls and Procedures

Item 9A. Controls and Procedures 83

Other Information

Item 9B. Other Information 85

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 85 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 85

Executive Compensation

Item 11. Executive Compensation 85

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 85

Certain Relationships and Related Transactions

Item 13. Certain Relationships and Related Transactions 86

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 86 PART IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 87

Form 10-K Summary

Item 16. Form 10-K Summary 92 CERTAIN TERMS Unless otherwise specified or the context otherwise requires, the terms "Company," "Ferguson," "we," "us," and "our" and other similar terms used in this Annual Report on Form 10-K (the "Annual Report") (i) for periods prior to the Effective Date, refer to Ferguson plc and its consolidated subsidiaries and (ii) for periods on and following the Effective Date, refer to Ferguson Enterprises Inc. and its consolidated subsidiaries. References to "shares" or "Company shares" refer to (i) ordinary shares of Ferguson plc for all periods prior to the Effective Date and (ii) shares of common stock of Ferguson Enterprises Inc. for all periods on and following the Effective Date. Except as otherwise specified or the context otherwise requires, references to years indicate our fiscal year ended July 31 of the respective year. For example, references to "fiscal 2024" or similar references refer to the fiscal year ended July 31, 2024. MARKET AND INDUSTRY DATA The information in this Annual Report that has been sourced from third parties has been accurately reproduced and, as far as we are aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Industry publications generally state that their information is obtained from sources they believe reliable but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. We are not aware of any exhaustive industry or market reports that cover or address our specific markets. TRADEMARKS All trademarks, trade names and service marks appearing in this Annual Report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Annual Report are referred to without the symbols and , but such references should not be construed as

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY Certain information included in this Annual Report 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," "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 Annual Report are based on reasonable assumptions,

Business

Item 1. Business Overview Ferguson is the largest value-added distributor serving the specialized professional in our $340 billion 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, heating, ventilation and air conditioning ("HVAC"), appliances, and lighting to pipes, valves and fittings ("PVF"), water and wastewater solutions and more. We sell through a common network of distribution centers, branches, counter service and specialist sales associates, showroom consultants and e-commerce channels. The Company has a long history and maintained businesses throughout Europe, Canada and the United States in the 1900s. In the early 2000s, the Company's focus shifted to attractive North American markets. As a result, the operating businesses across Europe were disposed of through various transactions. As part of this transition and following a corporate restructuring, Ferguson plc became the ultimate holding company for the business in 2019. The Company was incorporated and registered in Jersey as Alpha JCo Limited on March 8, 2019 under the Companies (Jersey) Law 1991, as amended (the "Jersey Companies Law"), as a private limited company with company number 128484. The Company converted its status to a public limited company and changed its name, first to Ferguson Newco plc on March 26, 2019, and then to Ferguson plc on May 10, 2019. At that time, our jurisdiction of organization was Jersey and we were centrally managed and controlled in the United Kingdom and therefore we were a tax resident of the United Kingdom. On May 30, 2024, the shareholders of Ferguson plc voted to approve a new corporate structure to domicile the Company's ultimate parent company in the United States. Effective on August 1, 2024, the Company implemented this new corporate structure by completing the Merger that result

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