QUARTERLY REPORT · FORM 10-Q 

Ferguson Enterprises Inc. /de,
Fiscal Year 2025 Q4.

Strong operational execution allowed one major enterprise to achieve significant top-line growth and improved profitability during the recent reporting period. Despite this robust internal performance, however, the company remains highly sensitive to broader macroeconomic shifts, with sales vulnerable to external market cycles like weak housing starts.

Accession 0002011641-25-000059 5 sections analysed
  SYMBOLOGY.ONLINE l2 SYNTHESIS 

FERG · Form 10-Q Synthesis

Strong Operational Execution Masks Vulnerability to External Market Cycles

Ferguson Enterprises demonstrated strong internal execution and financial health in the reporting period, achieving significant top-line growth (Net sales increased 5.1%) coupled with improved profitability (Operating profit rose 15.9%). This performance was driven by successful operational leverage—evidenced by SG&A expenses decreasing to 20.1% of sales—and strategic growth fueled by acquisitions and targeted capital investments in distribution networks and technology.

Financial and Strategic Posture

The company maintains a robust financial foundation, reporting $526 million in cash alongside $2.4 billion in available liquidity from undrawn debt facilities, confirming compliance with all existing debt covenants. Strategically, management is focused on long-term growth through high-value segments, noting that non-residential markets in the US increased by 12% due to large capital project activity (waterworks and commercial/mechanical).

However, this strong internal performance remains highly sensitive to broader economic conditions. While operations are efficient, sales are vulnerable to external market cycles; for example, residential segment sales declined approximately 1% due to weak housing starts and soft repair, maintenance, and improvement (RMI) work in the US. Management also noted that net sales growth was partially offset by foreign exchange rate impacts.

Risk Profile and Control Environment

Management frames its risks as primarily stemming from macro-economic shifts rather than internal operational failures. While liquidity is secure, the MD&A relies on standard cautionary language regarding systemic risk, offering limited forward guidance beyond current investment priorities. The company’s high degree of transparency allows it to detail specific headwinds (e.g., weak housing starts), but its extensive use of non-GAAP measures requires careful investor reconciliation.

From a governance perspective, the filing confirms operational stability: management concluded that disclosure controls and procedures are effective at a reasonable assurance level, and no material weaknesses or changes in internal control over financial reporting were identified during the quarter.

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What's changed since the last filing.

In the Management Discussion:

escalated

The current filing introduces specific details regarding the Company's material cash requirements, listing them as including debt service and related interest payments, operating lease obligations, required pension obligations, and other purchase obligations.
§7.23 Open

In the Management Discussion:

escalated

The disclosure shifted from reporting the full-year net income of $1.9 billion for fiscal 2025 to providing a quarterly figure of $570 million for the current quarter.
§7.11 Open

In the Management Discussion:

de-emphasised

The outstanding balance of Private Placement Notes decreased substantially from $700 million as of July 31, 2025, to $300 million as of October 31, 2025. Additionally, short-term debt changed from $400 million to -$400 million during this period.
§7.29 Open

In the Management Discussion:

de-emphasised

The change is purely structural, as the current filing removes the specific line indicating "For the years ended July 31," while the content and description of the net income to adjusted operating profit reconciliation remain unchanged.
§7.15 Open

In the Management Discussion:

reworded

The filing shifted from an Annual Report discussing full fiscal years to a Quarterly Report covering three-month periods ended October 31, 2025 and 2024; furthermore, the reference for forward-looking statements changed from "Forward-Looking Statements and Risk Factor Summary" to "Cautionary Note Regarding Forward-Looking Statements."
§7.0 Open

In the Management Discussion:

reworded

The reporting scope shifted from a full fiscal year to three months, and the current analysis specifically identifies the impact of a non-core business divestment (-1.5%) on net sales. Additionally, adjusted operating profit decreased by $7 million in the current quarter due to higher operating costs, compared to the prior period's increase.
§7.13 Open
  FILING HISTORY 

View specific filings

FY2024
FY2025
FY2026
FY2024
FY2025
FY2026
  DOCUMENTS 

5 filing documents, in order.

§1
Market Risk
§2
Legal Proceedings
§3
Controls & Procedures
§4
Management Discussion
§5
Risk Factors
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Side-by-side against the prior Management Discussion.

Management Discussion

13 changes
escalated Net income The disclosure shifted from reporting the full-year net income of $1.9 billion for fiscal 2025 to providing a quarterly figure of $570 million for the current quarter.

FY 2025 10-K
Removed
Filed Sep 26, 2025

Net income Net income for fiscal 2025 was $1.9 billion, an increase of $121 million, or 7.0%, compared with fiscal 2024 due to the elements described in the sections above.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

Net income Net income was $570 million in the current quarter, an increase of $100 million, or 21.3%, compared with the first quarter of fiscal 2025 due to the various elements described in the sections above. 19

escalated Liquidity and Capital Resources The current filing introduces specific details regarding the Company's material cash requirements, listing them as including debt service and related interest payments, operating lease obligations, required pension obligations, and other purchase obligations.

FY 2025 10-K
Removed
Filed Sep 26, 2025

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.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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.

de-emphasised The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP): The change is purely structural, as the current filing removes the specific line indicating "For the years ended July 31," while the content and description of the net income to adjusted operating profit reconciliation remain unchanged.

FY 2025 10-K
Removed
Filed Sep 26, 2025

Reconciliation of net income to adjusted operating profit The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP): For the years ended July 31,

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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

de-emphasised Private Placement Notes The outstanding balance of Private Placement Notes decreased substantially from $700 million as of July 31, 2025, to $300 million as of October 31, 2025. Additionally, short-term debt changed from $400 million to -$400 million during this period.

FY 2025 10-K
Removed
Filed Sep 26, 2025

(In millions)20252024 Short-term debt$400$150 Long-term debt3,7523,774 Total debt$4,152$3,924 Private Placement Notes In June 2015 and November 2017, Wolseley Capital, Inc. ("Wolseley Capital"), a wholly-owned subsidiary of the Company, privately placed fixed rate notes in an aggregate principal amount of $800 million and $355 million, respectively (collectively, the "Private Placement Notes"). As of July 31, 2025, $700 million in Private Placement Notes were outstanding.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

As of (In millions)October 31, 2025July 31, 2025 Short-term debt$- $400 Long-term debt4,124 3,752 Total debt$4,124 $4,152 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 October 31, 2025, $300 million in Private Placement Notes remain outstanding.

reworded Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations The filing shifted from an Annual Report discussing full fiscal years to a Quarterly Report covering three-month periods ended October 31, 2025 and 2024; furthermore, the reference for forward-looking statements changed from "Forward-Looking Statements and Risk Factor Summary" to "Cautionary Note Regarding Forward-Looking Statements."

FY 2025 10-K
Removed
Filed Sep 26, 2025

Item 7.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 and should be read in conjunction with the Consolidated Financial Statements and related notes contained in this Annual Report. The discussion in this Annual Report generally focuses on fiscal 2025 compared to fiscal 2024. A discussion of our results of operations and changes in financial condition for fiscal 2024 compared to fiscal 2023 has been excluded from this report, but can be found in Part II, Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations of our fiscal 2024 Annual Report. The following discussion contains trend information and 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 discussed in the "Risk Factors" and "Forward-Looking Statements and Risk Factor Summary" sections and elsewhere in this Annual Report.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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 months ended October 31, 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.

reworded 16 23 The reporting scope shifted from a full fiscal year to three months, and the current analysis specifically identifies the impact of a non-core business divestment (-1.5%) on net sales. Additionally, adjusted operating profit decreased by $7 million in the current quarter due to higher operating costs, compared to the prior period's increase.

FY 2025 10-K
Removed
Filed Sep 26, 2025

Canada For the years ended July 31, (In millions)20252024 Net sales$1,493 $1,440 Adjusted operating profit 66 60 Net sales for the Canada segment were $1,493 million in fiscal 2025, an increase of $53 million, or 3.7%, compared with the prior year. This increase in net sales was primarily due to incremental sales from acquisitions of 4.7% and price inflation of approximately 2%, partially offset by the impacts of foreign currency exchange rates of 2.3%, one fewer sales day in the fiscal year of 0.5% and slightly lower sales volume. Adjusted operating profit for the Canada segment increased compared with the prior year, primarily due to higher sales and gross profit, partially offset by higher operating costs compared with the same period of prior year. 33

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

Canada Three months ended October 31, (In millions)20252024 Net sales$412 $403 Adjusted operating profit 16 23 Net sales for the Canada segment were $412 million in the current quarter, an increase of $9 million, or 2.2%, compared with the first quarter of fiscal 2025. This increase in net sales was primarily driven by incremental sales from acquisitions of 4.6% and price inflation of approximately 4%. These increases were partially offset by lower volume, the impact of foreign currency exchange rates of 1.6% and the impact of a non-core business divestment of 1.5%. Adjusted operating profit for the Canada segment decreased by $7 million compared with the first quarter of fiscal 2025 due to higher operating costs, partially offset by higher gross profit. 20

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

FY 2025 10-K
Removed
Filed Sep 26, 2025

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): For the years ended July 31,

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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):

reworded Cash flows

FY 2025 10-K
Removed
Filed Sep 26, 2025

Cash flows As of July 31, 2025 and 2024, the Company had cash and cash equivalents of $674 million and $571 million, respectively. In addition to cash, the Company had $2.0 billion of available liquidity from undrawn debt facilities as of July 31, 2025. As of July 31, 2025, the Company's total debt was $4.2 billion. The Company anticipates that it will be able to meet its debt obligations as they become due.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

Cash flows As of October 31, 2025 and July 31, 2025, the Company had cash and cash equivalents of $526 million and $674 million, respectively. In addition to cash, the Company had $2.4 billion of available liquidity from undrawn debt facilities as of October 31, 2025. As of October 31, 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. 22

reworded Net cash used in investing activities($132)($99)

FY 2025 10-K
Removed
Filed Sep 26, 2025

Cash flows from investing activities As of July 31, (In millions)20252024 Net cash used in investing activities($543)($601) Net cash used in investing activities decreased 9.7% to $0.5 billion in fiscal 2025. Capital expenditure totaled $305 million and $372 million in fiscal 2025 and fiscal 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 $301 million and $260 million in new acquisitions in fiscal 2025 and fiscal 2024, respectively.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

Cash flows from investing activities Three months ended October 31, (In millions)20252024 Net cash used in investing activities($132)($99) Capital expenditures totaled $118 million and $77 million for the three months ended October 31, 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 $21 million and $22 million in new acquisitions for the three months ended October 31, 2025 and 2024, respectively.

reworded Debt facilities

FY 2025 10-K
Removed
Filed Sep 26, 2025

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 July 31,

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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.

reworded Receivables Securitization Facility

FY 2025 10-K
Removed
Filed Sep 26, 2025

As of July 31, 2025, no borrowings were outstanding under the Revolving Facility. 37 Receivables Securitization Facility The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $915 million (as amended from time to time, 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.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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. As of October 31, 2025, no borrowings were outstanding under the Receivables Facility.

reworded Revolving Credit Facility

FY 2025 10-K
Removed
Filed Sep 26, 2025

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 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, subject to lender participation.

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

Revolving Credit Facility The Company, pursuant to a revolving credit agreement (the "Revolving Credit Agreement"), maintains a revolving credit facility that has aggregate total available credit commitments 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. As of October 31, 2025, no borrowings were outstanding under the Revolving Facility.

reworded Summarized Financial Information of Obligor Group

FY 2025 10-K
Removed
Filed Sep 26, 2025

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 and should be read in conjunction with the Consolidated Financial Statements and notes thereto that included in Item 8 of this Annual Report. As of July 31,

FY 2025 Q4 10-Q
Added
Filed Dec 9, 2025

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.

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Side-by-side against the prior Risk Factors.