Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of financial condition and results of operations ("MD&A") is intended to convey management's perspective regarding the Company's operational and financial performance for the three and nine months ended April 30, 2025 and 2024, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in "Item 1. Financial Statements" of this Quarterly Report (the "Condensed Consolidated Financial Statements") and the consolidated financial statements and related notes in "Item 8. Financial Statements and Supplementary Data" of the Annual Report.

The following discussion contains trend information and other forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements, as well as from our historical performance, due to various factors, including, but not limited to, those referred to in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" and elsewhere in this Quarterly Report.

Overview

Ferguson is a value-added distributor serving the specialized professional in the 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.

The following table presents highlights of the Company's performance for the periods below:

Three months endedNine months ended

April 30,April 30,

(In millions, except per share amounts)2025202420252024

Net sales$7,621$7,308$22,265$21,689

Operating profit6066251,6811,841

Net income4104431,1561,284

Earnings per share - diluted2.072.185.786.30

Net cash provided by operating activities1,3671,507

Supplemental non-GAAP financial measures:(1)

Adjusted operating profit7156741,8701,967

Adjusted earnings per share - diluted2.502.326.486.72

(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."

For the third quarter of fiscal 2025, net sales increased by 4.3% compared to the third quarter of fiscal 2024, primarily due to higher sales volume and incremental revenue from acquisitions, partially offset by the impact of one less sales day. Pricing was broadly flat in the quarter. While we have seen instances of pull-forward buying activity from customers, such behavior is difficult to quantify and we do not believe it had a material impact on our performance in the third quarter.

For the third quarter of fiscal 2025, operating profit decreased by 3.0% (adjusted operating profit increased 6.1%), compared with the third quarter of fiscal 2024. This decrease was primarily due to the $70 million in non-recurring restructuring expenses, which was partially offset by higher gross profit compared with the third quarter of fiscal 2024. Adjusted operating profit increased due to higher gross profit compared with the third quarter of 2024.

For the third quarter of fiscal 2025, diluted earnings per share was $2.07 (adjusted diluted earnings per share: $2.50), decreasing 5.0% compared with the third quarter of fiscal 2024 due to lower net income, partially offset by the impact of share repurchases. Adjusted diluted earnings per share increased 7.8%, driven by higher adjusted operating profit and the impact of share repurchases.

20

Net cash provided by operating activities decreased to $1.4 billion in the year-to-date period of fiscal 2025 compared with $1.5 billion in the same period of fiscal 2024, reflecting an increase in working capital to support volume growth period-over-period, along with lower net income after adjusting for non-cash items.

Results of Operations

Three months endedNine months ended

April 30,April 30,

(In millions)2025202420252024

Net sales$7,621 $7,308 $22,265 $21,689

Cost of sales(5,262)(5,076)(15,524)(15,097)

Gross profit2,359 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 profit606 625 1,681 1,841

Interest expense, net(46)(43)(140)(132)

Other (expense) income, net(3)(1)10 (4)

Income before income taxes557 581 1,551 1,705

Provision for income taxes(147)(138)(395)(421)

Net income$410 $443 $1,156 $1,284

Net sales

Net sales were $7.6 billion in the third quarter of fiscal 2025, an increase of $0.3 billion, or 4.3%, compared with the same period in fiscal 2024. The increase in net sales was primarily driven by higher sales volume and incremental sales from acquisitions of 1.0%, partially offset by the 1.5% impact of one less sales day. Pricing was broadly flat in the quarter due to improvements in finished goods pricing offset by deflation in certain commodity categories in the United States. The Company's increase in net sales was driven by growth in non-residential markets, as well as residential markets, in its United States segment.

Net sales were $22.3 billion in the year-to-date period of fiscal 2025, an increase of $0.6 billion, or 2.7%, compared with the same period in fiscal 2024. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter, except price deflation was approximately 1%.

For further discussion on the Company's net sales, see the "Segment results" section below.

Gross profit

Gross profit in the third quarter of fiscal 2025 increased $127 million, or 5.7%, compared with the same period in fiscal 2024, primarily reflecting increased net sales. Gross profit as a percentage of sales was 31.0% and 30.5% in the third quarters of fiscal 2025 and fiscal 2024, respectively. The increase of 0.5% reflected improved pricing driven by specific management actions to better capture the value provided to customers, as well as moderating deflation in the year-over-year comparison.

Gross profit in the year-to-date period of fiscal 2025 increased $149 million, or 2.3%, compared with the same period in fiscal 2024. Gross profit as a percentage of sales was 30.3% and 30.4% in the year-to-date periods of fiscal 2025 and fiscal 2024, respectively. The decrease of 0.1% reflected the impact of price deflation, primarily during the first half of the year, and sales mix, partially offset by management actions to improve pricing during the third quarter of fiscal 2025.

21

Selling, general and administrative ("SG&A") expenses

SG&A expenses in the third quarter of fiscal 2025 increased $79 million, or 5.2%, compared with the same period in fiscal 2024. SG&A as a percentage of sales was 20.9% and 20.7% in the third quarters of fiscal 2025 and fiscal 2024, respectively. The increase in SG&A as a percent of sales primarily reflects the impact of cost inflation, mainly on labor, infrastructure and fleet.

SG&A expenses in the year-to-date period of fiscal 2025 increased $228 million, or 5.1%, compared with the same period in fiscal 2024. SG&A as a percentage of sales was 21.2% and 20.7% in the year-to-date period of fiscal 2025 and fiscal 2024, respectively. The factors impacting the year-to-date comparisons were largely the same as those noted above for the quarter.

Restructuring expenses

Corporate restructuring expenses

Corporate restructuring expenses were $2 million and $12 million in the third quarter of fiscal 2025 and 2024, respectively. Such costs were $5 million and $20 million in the year-to-date periods of fiscal 2025 and 2024, respectively. During fiscal 2024, these expenses primarily related to establishing a new corporate structure to domicile our ultimate parent company in the United States. During fiscal 2025, these expenses were primarily related to transition activities following the establishment of our parent company's domicile in the United States.

Business restructuring expenses

During the third quarter of fiscal 2025, the Company 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, the Company recorded non-recurring business restructuring expenses of $68 million. No such amounts were recorded in fiscal 2024.

Income tax

Income tax expense was $147 million for the third quarter of fiscal 2025, an increase of $9 million, or 6.5%, compared to the same period in fiscal 2024. This increase was mainly related to the impact of the discrete tax benefit recorded in fiscal 2024.

In the year-to-date period of fiscal 2025, income tax expense was $395 million, a decrease of $26 million, or 6.2%, compared to the same period in fiscal 2024. This decrease was due to lower income before income taxes in fiscal 2025, partially offset by the impact of the discrete tax benefit recorded in fiscal 2024.

The Company's effective tax rates were 26.4% and 23.8% for the third quarters of fiscal 2025 and 2024, respectively. The Company's effective tax rates were 25.5% and 24.7% for the year-to-date periods of fiscal 2025 and 2024, respectively. For each of the year-over-year comparisons, the increases were primarily driven by the release of uncertain tax positions in fiscal 2024 due to the lapsing of statute limitations, as well as the impact of other discrete tax items.

Net interest expense

Net interest expense was $46 million in the third quarter of fiscal 2025 compared with $43 million in the same period in fiscal 2024. In the year-to-date periods, net interest expense was $140 million in fiscal 2025 compared with $132 million in fiscal 2024. The increase in interest expense was due to higher average borrowings over the respective periods compared with the prior year.

Net income

Net income for the third quarter and year-to-date periods of fiscal 2025 was $410 million and $1,156 million, respectively. These represented decreases in net income of $33 million, or 7.4%, and $128 million, or 10.0%, compared with the respective periods in fiscal 2024 due to the various elements described in the sections above.

22

Segment results

United States

Three months endedNine months ended

April 30,April 30,

(In millions)2025202420252024

Net sales$7,288 $6,974 $21,210 $20,667

Adjusted operating profit

726 685 1,878 1,976

Net sales for the United States segment were $7.3 billion in the third quarter of fiscal 2025, an increase of $314 million, or 4.5%, compared to the same period in fiscal 2024. The increase in net sales was primarily driven by higher sales volume and incremental sales from acquisitions of 1.0%, partially offset by the 1.5% impact of one less sales day. Pricing was broadly flat in the quarter due to improvements in finished goods pricing offset by deflation in certain commodity categories. Net sales in non-residential markets increased approximately 7% due to growth in each of Commercial, Civil/Infrastructure and Industrial sales compared with the same period in fiscal 2024. Net sales in residential markets increased approximately 2% compared with the same period in fiscal 2024 with growth across both new construction and repairs, maintenance and improvement.

Net sales were $21.2 billion in the year-to-date period of fiscal 2025, an increase of $0.5 billion, or 2.6%, compared with the same period in fiscal 2024. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter, except price deflation was approximately 2%.

Adjusted operating profit for the United States segment was $726 million in the third quarter of fiscal 2025, an increase of $41 million, or 6.0%, compared to the same period in fiscal 2024, primarily reflecting higher gross profit.

Adjusted operating profit for the United States segment was $1.9 billion in the year-to-date period of fiscal 2025, a decrease of $0.1 billion, or 5.0%, compared to the same period in fiscal 2024, primarily reflecting the impact of higher operating costs driven by sales volume growth and cost inflation.

Canada

Three months endedNine months ended

April 30,April 30,

(In millions)2025202420252024

Net sales$333 $334 $1,055 $1,022

Adjusted operating profit

8 6 42 38

Net sales for the Canada segment were $333 million in the third quarter of fiscal 2025, a decrease of $1 million, or 0.3%, compared to the same period in fiscal 2024. This decrease in net sales was primarily driven by impact of foreign currency exchange rates of 4.4%, along with the 1.7% impact of one less sales day. These decreases were partially offset by incremental sales from acquisitions of 2.8%, price inflation of approximately 2% and higher sales volume.

Net sales were $1,055 million in the year-to-date period of fiscal 2025, an increase of $33 million, or 3.2%, compared with the same period in fiscal 2024. The increase was primarily driven by incremental sales from acquisitions of 4.7%, price inflation of approximately 2% and higher sales volume. These increases were partially offset by the impact of foreign currency exchange rates of 3.2%, along with the 0.7% impact of one less sales day.

Adjusted operating profit for the Canada segment in the third quarter and year-to-date periods of fiscal 2025 increased by $2 million and $4 million compared with the respective periods in fiscal 2024 due to profitable acquisitions.

23

Non-GAAP Reconciliations and Supplementary Information

The Company reports its financial results in accordance with U.S. GAAP. However, the Company believes certain 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. These non-GAAP financial measures include adjusted operating profit, adjusted net income and adjusted earnings per share ("adjusted EPS") - diluted. 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 Company's Board of Directors. 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.

Reconciliation of net income to adjusted operating profit

The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP):

Three months endedNine months ended

April 30,April 30,

(In millions)2025202420252024

Net income$410 $443 $1,156 $1,284

Provision for income taxes147 138 395 421

Interest expense, net46 43 140 132

Other (income) expense, net3 1 (10)4

Operating profit606 625 1,681 1,841

Corporate restructuring expenses(1)

2 12 5 20

Business restructuring expenses(2)

68 - 68 -

Amortization of acquired intangibles39 37 116 106

Adjusted operating profit$715 $674 $1,870 $1,967

(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.

24

Reconciliation of net income to adjusted net income and adjusted EPS - diluted

The following table reconciles net income (U.S. GAAP) to adjusted net income and adjusted EPS - diluted (non-GAAP):

Three months ended

April 30,

(In millions, except per share amounts)20252024

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 intangibles39 0.20 37 0.18

Discrete tax adjustments(4)

5 0.02 (11)(0.06)

Tax impact on non-GAAP adjustments(5)

(28)(0.14)(9)(0.04)

Adjusted net income$496 $2.50 $472 $2.32

Diluted weighted average shares outstanding198.5 203.2

Nine months ended

April 30,

(In millions, except per share amounts)20252024

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 intangibles116 0.58 106 0.52

Discrete tax adjustments(4)

(3)(0.02)(13)(0.07)

Tax impact on 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 outstanding199.8 203.9

(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.

25

Liquidity and Capital Resources

The Company believes its current cash position coupled with cash flow anticipated to be generated from operations and access to capital should be sufficient to meet its operating cash requirements for the next 12 months and will also enable the Company to invest and fund acquisitions, capital expenditures, dividend payments, share repurchases, required debt payments and other contractual obligations through the next several fiscal years. The Company also anticipates that it has the ability to obtain alternative sources of financing, if necessary.

The Company's material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include debt service and related interest payments, operating lease obligations, required pension obligations and other purchase obligations. The nature and composition of such existing cash requirements have not materially changed from those disclosed in the Annual Report other than items updated in this Quarterly Report.

Cash flows

As of April 30, 2025 and July 31, 2024, the Company had cash and cash equivalents of $519 million and $571 million, respectively. In addition to cash, the Company had $2.1 billion of available liquidity from undrawn debt facilities as of April 30, 2025.

As of April 30, 2025, the Company's total debt was $4.1 billion. The Company anticipates that it will be able to meet its debt obligations as they become due.

Cash flows from operating activities

Nine months ended

April 30,

(In millions)20252024

Net cash provided by operating activities$1,367 $1,507

Net cash provided by operating activities was $1,367 million and $1,507 million for the year-to-date periods of fiscal 2025 and 2024, respectively. The $140 million decrease was mainly due to lower net income (adjusted for non-cash items), as well as changes in working capital compared with the prior year. The increase in working capital was primarily driven by receivables in light of sales growth and an increase in inventory in connection with sales volume growth and consideration of customer demand, partially offset by the timing of vendor payments compared with the prior year.

Cash flows from investing activities

Nine months ended

April 30,

(In millions)20252024

Net cash used in investing activities($464)($418)

Net cash used in investing activities was $464 million and $418 million for the year-to-date periods of fiscal 2025 and 2024, respectively.

Capital expenditures totaled $235 million and $263 million for the year-to-date periods of fiscal 2025 and 2024, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $242 million and $185 million in new acquisitions in the year-to-date period of fiscal 2025 and fiscal 2024, respectively.

26

Cash flows from financing activities

Nine months ended

April 30,

(In millions)20252024

Net cash used in financing activities($975)($995)

Net cash used in financing activities was $975 million and $995 million for the year-to-date periods of fiscal 2025 and 2024, respectively.

Dividends paid to shareholders were $324 million and $465 million for the year-to-date periods of fiscal 2025 and 2024, respectively. The Company generally pays dividends in the fiscal quarter following the fiscal quarter in which the dividend was declared. However, the dividends declared in the fourth quarter of fiscal 2024 were also paid in the fourth quarter of fiscal 2024 due to the Merger. As such, no dividends were paid in the first quarter of fiscal 2025.

Share repurchases under the Company's announced share repurchase program were $759 million and $421 million for the year-to-date periods of fiscal 2025 and fiscal 2024, respectively.

Net proceeds from debt transactions were $171 million compared with net payments of $105 million for the year-to-date periods of fiscal 2025 and 2024, respectively. In the year-to-date period of fiscal 2025, the Company received net proceeds of $746 million and $75 million from the issuance of the 2034 Senior Notes and net borrowings under the Receivables Facility (each, as defined below), respectively. These proceeds were partially offset by debt repayments of $500 million and $150 million in connection with the Company's Term Loans and the maturity of certain Private Placement Notes (each, as defined below), respectively. In the year-to-date period of fiscal 2024, the Company repaid $55 million in connection with the maturity of certain Private Placement Notes and $50 million under the Receivables Facility.

Debt facilities

The following section summarizes certain material provisions of our long-term debt facilities and current obligations. The following description is only a summary, does not purport to be complete and is qualified in its entirety by reference to the documents governing such indebtedness.

As of

(In millions)April 30, 2025July 31, 2024

Short-term debt$400 $150

Long-term debt3,701 3,774

Total debt$4,101 $3,924

Private Placement Notes

In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the "Private Placement Notes"). As of April 30, 2025, $700 million in Private Placement Notes remain outstanding.

In the second quarter of fiscal year 2025, the Company repaid $150 million of Private Placement Notes that matured. In September 2025, an additional $400 million of such notes will mature.

Unsecured Senior Notes

Ferguson Finance plc, a wholly-owned subsidiary of the Company, has issued $2.35 billion in various issuances of unsecured senior notes (collectively, the "Unsecured Senior Notes").

In October 2024, Ferguson Enterprises Inc. issued $750 million aggregate principal amount of unsecured senior notes due October 2034 (the "2034 Senior Notes"). See Note 5, Debt to the Condensed Consolidated Financial Statements for further discussion of the 2034 Senior Notes.

27

The Unsecured Senior Notes and 2034 Senior Notes (together, the "Senior Notes") are fully and unconditionally guaranteed on a direct, unsubordinated and unsecured senior basis and generally carry the same terms and conditions with interest paid semi-annually. The Senior Notes may be redeemed, in whole or in part, (i) at 100% of the principal amount on the notes being redeemed plus a "make-whole" prepayment premium at any time prior to three months before the Senior Notes respective maturity date (the "Notes Par Call Date") or (ii) after the Notes Par Call Date at 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the principal being redeemed. The Senior Notes include covenants, subject to certain exceptions, which include limitations on the granting of liens and on mergers and acquisitions.

Term Loan

The Company and Ferguson UK Holdings Limited previously maintained a Credit Agreement, dated October 7, 2022 (as amended from time to time, the "Term Loan Agreement"), providing for term loans (the "Term Loan") in an aggregate principal amount of $500 million. In October 2024, the Term Loan was voluntarily repaid in full using a portion of the proceeds from the issuance of the 2034 Senior Notes and the Term Loan Agreement was terminated in accordance with its terms.

Revolving Credit Facility

In April 2025, the Company entered into a revolving credit agreement (the "Revolving Credit Agreement"), replacing its existing $1.35 billion Multicurrency Revolving Facility. The Revolving Credit Agreement provides for an unsecured revolving credit facility in an aggregate committed amount of $1.5 billion (the "Revolving Facility"). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. See Note 5, Debt to the Condensed Consolidated Financial Statements for further detail on the Revolving Facility. As of April 30, 2025, no borrowings were outstanding under the Revolving Facility.

Receivables Securitization Facility

The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $915 million (the "Receivables Facility"). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. See Note 5, Debt to the Condensed Consolidated Financial Statements for further details on the Receivables Facility.

As of April 30, 2025, $325 million in borrowings were outstanding under the Receivables Facility.

Other

The Company was in compliance with all debt covenants that were in effect as of April 30, 2025.

See Note 5, Debt to the Condensed Consolidated Financial Statements and the notes to the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" of the Annual Report for further details regarding the Company's debt.

There have been no significant changes to the Company's policies on accounting for, valuing or managing the risk of financial instruments during the third quarter of fiscal 2025.

Guarantor Disclosures

On October 3, 2024, Ferguson Enterprises Inc. (the "Issuer") issued and sold $750 million aggregate principal amount of 2034 Senior Notes. The obligations under the 2034 Senior Notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the "Guarantor" and together with the Issuer, the "Obligor Group").

The Issuer is a holding company that primarily repurchases shares and pays dividends, issues and services third-party debt obligations, and engages in certain corporate and headquarters activities, as well as holds an investment in its direct subsidiary, that primarily holds investments in and borrows from the Guarantor. The Guarantor is a holding company that primarily issues and services third-party debt obligations and holds investments in, borrows from and lends to non-guarantor subsidiary operating companies. These activities are generally funded by non-guarantor subsidiaries. The Guarantor is a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of the Issuer.

28

Summarized Financial Information of Obligor Group

The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for the Obligor Group on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X. The summarized financial information should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Annual Report.

As of

(In millions)April 30, 2025July 31, 2024

Current assets$31 $69

Non-current assets102 59

Current liabilities196 23

Non-current liabilities757 500

Due from non-guarantor subsidiaries9,741 5,474

Nine months ended

April 30,

(In millions)2025

Net sales$-

Gross profit-

Operating loss(10)

Net loss(97)

Other interest income, net from non-guarantor subsidiaries484

Other income, net from non-guarantor subsidiaries(1)

$4,383

(1)Includes income from intercompany transactions with non-guarantor subsidiaries, primarily from non-cash dividend transactions.

Critical accounting policies and estimates

There have been no material changes to our critical accounting policies as disclosed in the Annual Report.