Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Sep. 11, 2023 | Jan. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jul. 31, 2023 | ||
Current Fiscal Year End Date | --07-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40066 | ||
Entity Registrant Name | Ferguson plc | ||
Entity Incorporation, State or Country Code | Y9 | ||
Entity Tax Identification Number | 98-1499339 | ||
Entity Address, Address Line One | 1020 Eskdale Road | ||
Entity Address, Address Line Two | Winnersh Triangle | ||
Entity Address, City or Town | Wokingham | ||
Entity Address, Postal Zip Code | RG41 5TS, | ||
Entity Address, Country | GB | ||
City Area Code | 118 | ||
Local Phone Number | 927 3800 | ||
Title of 12(b) Security | Ordinary Shares of 10 pence | ||
Trading Symbol | FERG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,332,352,096 | ||
Entity Common Stock, Shares Outstanding | 203,983,731 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: The information required by Part III of this Annual Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual General Meeting to be held in 2023, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates (the “2023 Proxy Statement”). | ||
Entity Central Index Key | 0001832433 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 34 | 1147 |
Auditor Name | Deloitte & Touche LLP | Deloitte LLP |
Auditor Location | Richmond, VA | London, United Kingdom |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 29,734 | $ 28,566 | $ 22,792 |
Cost of sales | (20,709) | (19,810) | (15,812) |
Gross profit | 9,025 | 8,756 | 6,980 |
Selling, general and administrative expenses | (5,920) | (5,635) | (4,732) |
Impairments and other charges | (125) | 0 | 0 |
Depreciation and amortization | (321) | (301) | (298) |
Operating profit | 2,659 | 2,820 | 1,950 |
Interest expense, net | (184) | (111) | (98) |
Other (expense) income, net | (11) | (1) | 10 |
Income before income taxes | 2,464 | 2,708 | 1,862 |
Provision for income taxes | (575) | (609) | (232) |
Income from continuing operations | 1,889 | 2,099 | 1,630 |
Income (loss) from discontinued operations (net of tax) | 0 | 23 | (158) |
Net income | $ 1,889 | $ 2,122 | $ 1,472 |
Earnings per share - Basic: | |||
Continuing operations, Basic (in usd per share) | $ 9.15 | $ 9.64 | $ 7.29 |
Discontinued operations, Basic (in usd per share) | 0 | 0.11 | (0.70) |
Earnings per share, Basic (in usd per share) | 9.15 | 9.75 | 6.59 |
Earnings per share - Diluted: | |||
Continuing operations, Diluted (in usd per share) | 9.12 | 9.59 | 7.25 |
Discontinued operations, Diluted (in usd per share) | 0 | 0.10 | (0.70) |
Earnings per share, Diluted (in usd per share) | $ 9.12 | $ 9.69 | $ 6.55 |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 206.4 | 217.7 | 223.5 |
Diluted (in shares) | 207.2 | 218.9 | 224.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,889 | $ 2,122 | $ 1,472 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (9) | (24) | 170 |
Pension (loss) income, net of tax benefit (expense) of $16, ($11) and ($17), respectively. | (49) | (10) | 79 |
Total other comprehensive (loss) income, net of tax | (58) | (34) | 249 |
Comprehensive income | $ 1,831 | $ 2,088 | $ 1,721 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Pension (loss) income, tax | $ 16 | $ (11) | $ (17) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 601 | $ 771 |
Accounts receivable, less allowances of $27 and $27, respectively | 3,597 | 3,610 |
Inventories | 3,898 | 4,333 |
Prepaid and other current assets | 953 | 834 |
Assets held for sale | 28 | 3 |
Total current assets | 9,077 | 9,551 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net | 1,595 | 1,376 |
Operating lease right-of-use assets | 1,474 | 1,200 |
Deferred income taxes, net | 300 | 177 |
Goodwill | 2,241 | 2,048 |
Other intangible assets, net | 783 | 782 |
Other non-current assets | 524 | 527 |
Total assets | 15,994 | 15,661 |
Liabilities, Current [Abstract] | ||
Accounts payable | 3,408 | 3,607 |
Short-term debt | 55 | 250 |
Current portion of operating lease liabilities | 366 | 321 |
Share repurchase liability | 84 | 324 |
Other current liabilities | 1,516 | 1,297 |
Total current liabilities | 5,429 | 5,799 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt | 3,711 | 3,679 |
Long-term portion of operating lease liabilities | 1,126 | 878 |
Other long-term liabilities | 691 | 640 |
Total liabilities | 10,957 | 10,996 |
Shareholders’ equity: | ||
Ordinary shares, par value 10 pence: 500,000,000 shares authorized, 232,171,182 shares issued | 30 | 30 |
Paid-in capital | 809 | 760 |
Retained earnings | 8,557 | 7,594 |
Treasury shares, 27,893,680 and 21,078,577 shares, respectively at cost | (3,425) | (2,782) |
Employee Benefit Trust, 274,031 and 846,491 shares, respectively at cost | (46) | (107) |
Accumulated other comprehensive loss | (888) | (830) |
Total shareholders' equity | 5,037 | 4,665 |
Total liabilities and shareholders' equity | $ 15,994 | $ 15,661 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Millions | Jul. 31, 2023 USD ($) shares | Jul. 31, 2023 £ / shares | Jul. 31, 2022 USD ($) shares | Jul. 31, 2022 £ / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit loss | $ | $ 27 | $ 27 | ||
Ordinary shares, par value (in pound sterling per share) | £ / shares | £ 10 | £ 10 | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, shares issued (in shares) | 232,171,182 | 232,171,182 | ||
Treasury stock (in shares) | 27,893,680 | 21,078,577 | ||
Employee Benefit Trust (in shares) | 274,031 | 846,491 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Millions | Total | Ordinary Shares | Paid-in Capital | Retained Earnings | Treasury Shares | Employee Benefit Trust | Accumulated Other Comprehensive Loss |
Beginning balance at Jul. 31, 2020 | $ 4,609 | $ 30 | $ 624 | $ 5,658 | $ (570) | $ (88) | $ (1,045) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 80 | 80 | |||||
Net income | 1,472 | 1,472 | |||||
Other comprehensive income (loss) | 249 | 249 | |||||
Cash dividends | (1,034) | (1,034) | |||||
Share repurchases | (400) | (400) | |||||
Shares issued under employee share plans | 18 | (51) | 39 | 30 | |||
Other | 9 | 9 | |||||
Ending balance at Jul. 31, 2021 | 5,003 | 30 | 704 | 6,054 | (931) | (58) | (796) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 56 | 56 | |||||
Net income | 2,122 | 2,122 | |||||
Other comprehensive income (loss) | (34) | (34) | |||||
Cash dividends | (550) | (550) | |||||
Share repurchases | (1,964) | (1,872) | (92) | ||||
Shares issued under employee share plans | 13 | (51) | 21 | 43 | |||
Other | 19 | 19 | |||||
Ending balance at Jul. 31, 2022 | 4,665 | 30 | 760 | 7,594 | (2,782) | (107) | (830) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 49 | 49 | |||||
Net income | 1,889 | 1,889 | |||||
Other comprehensive income (loss) | (58) | (58) | |||||
Cash dividends | (858) | (858) | |||||
Share repurchases | (667) | (667) | |||||
Shares issued under employee share plans | 17 | (68) | 24 | 61 | |||
Ending balance at Jul. 31, 2023 | $ 5,037 | $ 30 | $ 809 | $ 8,557 | $ (3,425) | $ (46) | $ (888) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders’ Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash Dividends (in usd per share) | $ 4.160 | $ 2.505 | $ 4.611 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 1,889 | $ 2,122 | $ 1,472 |
(Income) loss from discontinued operations | 0 | (23) | 158 |
Income from continuing operations | 1,889 | 2,099 | 1,630 |
Depreciation and amortization | 321 | 301 | 298 |
Share-based compensation | 51 | 57 | 77 |
Non-cash impact of impairments | 125 | 15 | 0 |
Changes in deferred income taxes | (104) | 41 | (185) |
Decrease (increase) in inventories | 607 | (927) | (748) |
Increase in receivables and other assets | (1) | (780) | (756) |
(Decrease) increase in accounts payable and other liabilities | (196) | 436 | 1,012 |
Increase (decrease) in income taxes payable | 24 | (103) | 15 |
Other operating activities | 11 | 10 | (6) |
Net cash provided by operating activities of continuing operations | 2,727 | 1,149 | 1,337 |
Net cash (used in) provided by operating activities of discontinued operations | (4) | 0 | 45 |
Net cash provided by operating activities | 2,723 | 1,149 | 1,382 |
Cash flows from investing activities: | |||
Purchase of businesses acquired, net of cash acquired | (616) | (650) | (286) |
Capital expenditures | (441) | (290) | (241) |
Other investing activities | 3 | (6) | 12 |
Net cash used in investing activities of continuing operations | (1,054) | (946) | (515) |
Net cash provided by investing activities of discontinued operations | 0 | 24 | 390 |
Net cash used in investing activities | (1,054) | (922) | (125) |
Cash flows from financing activities: | |||
Purchase of own shares by Employee Benefit Trust | 0 | (92) | 0 |
Purchase of treasury shares | (908) | (1,545) | (400) |
Proceeds from sale of treasury shares | 17 | 13 | 18 |
Repayments of debt | (2,930) | (575) | (375) |
Proceeds from debt | 2,775 | 2,019 | 4 |
Change in bank overdrafts | (15) | (4) | (213) |
Cash dividends | (711) | (538) | (1,036) |
Other financing activities | (35) | (22) | (49) |
Net cash used in financing activities | (1,807) | (744) | (2,051) |
Change in cash, cash equivalents and restricted cash | (138) | (517) | (794) |
Effects of exchange rate changes | 22 | (40) | 6 |
Cash, cash equivalents and restricted cash, beginning of period | 785 | 1,342 | 2,130 |
Cash, cash equivalents and restricted cash, end of period | 669 | 785 | 1,342 |
Supplemental Disclosures: | |||
Cash paid for income taxes | 656 | 670 | 404 |
Cash paid for interest | 182 | 94 | 104 |
Accrued capital expenditures | 17 | 16 | 10 |
Accrued dividends | $ 152 | $ 0 | $ 0 |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Background Ferguson plc (the “Company”) (NYSE: FERG; LSE: FERG) is a public company limited by shares incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended). The Company is a value-added distributor in North America providing expertise, solutions and products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We exist to make our customers’ complex projects simple, successful and sustainable. Ferguson is headquartered in the U.K., with its operations and associates solely focused on North America and managed from Newport News, Virginia. The Company’s registered office is 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands. Basis of consolidation These consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All intercompany transactions are eliminated from the consolidated financial statements. In the current year, the Company has disaggregated the Increase (decrease) in income taxes within Cash flows from operating activities into Changes in deferred income taxes and Increase (decrease) in income taxes payable. Prior year amounts have also been disaggregated to conform to current year presentation. The disaggregation did not result in any changes to total Cash flows from operating activities. Fiscal year Except as otherwise specified, references to years indicate our fiscal year ended July 31 of the respective year. For example, references to “fiscal 2023” or similar references refer to the fiscal year ended July 31, 2023. Use of estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. Accounts receivables Accounts receivables are stated at their estimated net realizable value. An allowance for doubtful accounts is estimated based on historical write-offs, the age of past due receivables, as well as consideration for forward-looking expectations where appropriate. Accounts receivables are written off when recoverability is assessed as being remote. The charges associated with the allowance for doubtful accounts are recognized in selling, general and administrative expenses (“SG&A”). Subsequent recoveries of amounts previously written off are credited to SG&A. Advertising and marketing costs Advertising costs, including digital, television, radio and print, are expensed when the advertisement first appears. Certain marketing, or co-op, contributions are received to fund marketing activities of specific, incremental, and identifiable costs incurred to promote suppliers’ products or activities, which are recorded in SG&A as reductions of the related marketing costs. The following table presents net advertising expenses included in SG&A: For the years ended July 31, (In millions) 2023 2022 2021 Net advertising and marketing costs $403 $389 $299 Business combinations The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks with original maturities of three months or less and overdrafts to the extent there is a legal right of offset and practice of net settlement with cash balances. Restricted cash consists of deferred consideration for business combinations, subject to various settlement agreements, as well as funds used to collateralize certain letters of credit. These amounts are recorded in prepaid and other current assets and other non-current assets in the Company’s consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. As of July 31, (In millions) 2023 2022 Cash and cash equivalents $601 $771 Restricted cash 68 14 Total cash, cash equivalents and restricted cash $669 $785 Concentrations of credit risk The Company monitors credit risk associated with those financial institutions with which it conducts significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments and our credit facilities, is not considered significant, as we primarily conduct business with large, well-established financial institutions. This risk is managed by setting credit and settlement limits for approved counterparties. In addition, the Company has established guidelines that it follows regarding counterparty credit ratings which are monitored regularly, seeking to limit its exposure to any individual counterparty. The concentration of credit risk was deemed not significant as of July 31, 2023 and 2022. Cost of sales Cost of sales includes the cost of goods purchased for resale, net of earned rebates, and the cost of bringing inventory to a sellable location and condition. As the Company does not produce or manufacture products, its inventories are finished goods and therefore depreciation related to warehouse facilities and equipment is presented separately within operating expenses. Derivative instruments and hedging activity Derivative financial instruments, in particular interest rate swaps and foreign exchange swaps, are used to manage the financial risks arising from the Company’s business activities and the financing of those activities. Derivatives are not used for speculative purposes or trading activities and have generally not been significant. Derivatives are measured at their fair values and included in other assets and other liabilities in the consolidated balance sheets. When the hedging relationship is classified as an effective fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the change in its fair value attributable to the hedged risk and the resulting gain or loss is recognized in the consolidated statements of earnings where it will be offset by the change in the fair value of the hedging instrument. When the hedging relationship is classified as an effective cash flow hedge or as a net investment hedge, changes in the fair value of the hedging instrument arising from the hedged risk are recorded in other comprehensive income. When the hedged item is recognized in the financial statements, the unrealized gains and losses in accumulated other comprehensive loss are either recognized in the consolidated statements of earnings or, if the hedged item results in a non-financial asset, are recognized as an adjustment to its initial carrying amount. Discontinued operations When the Company has disposed of, or classified as held for sale, a business component that represents a strategic shift with significant effect on the Company’s operations and financial results, it classifies that business component as a discontinued operation and retrospectively presents discontinued operations for the comparable periods. The post-tax income, or loss, of discontinued operations are shown as a single line on the face of the consolidated statements of earnings. The disposal of the discontinued operation would also result in a gain or loss upon final disposal. Fair value measurements The applicable accounting guidance for fair value measurements established a fair value hierarchy. The fair value hierarchy established under this guidance prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Foreign currency The consolidated financial statements are presented in U.S. dollars. Results of operations of foreign subsidiaries are translated into U.S. dollars using average exchange rates during the year. The assets and liabilities of those subsidiaries are translated into U.S. dollars using exchange rates at the current rate of exchange on the last day of the reporting period. These foreign currency translation adjustments are included in accumulated other comprehensive loss. Foreign currency transaction gains and losses are not material. In the event that the Company disposes of a subsidiary that uses a non-U.S. dollar functional currency, the gain or loss on disposal recognized in the consolidated statements of earnings includes the cumulative currency translation adjustments attributable to the subsidiary. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired business at the date of acquisition. Goodwill is not amortized but is carried at cost less accumulated impairment losses. The Company performs an annual impairment assessment in the fourth quarter of each fiscal year, or more frequently if changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The annual impairment assessment begins with an option to assess qualitative factors to determine whether a quantitative evaluation is appropriate for determining potential goodwill impairment. The quantitative impairment assessment compares the fair value of the reporting unit to its carrying value. The reporting units represent the lowest level within the Company at which the associated goodwill is monitored for management purposes and are based on the markets where the business operates. The fair value of a reporting unit is determined using the income approach, which requires significant assumptions regarding future operations and the ability to generate cash flows. These assumptions include a forecast of future operating cash flows, capital requirements and a discount rate. Where the carrying value of a reporting unit exceeds the fair value, an impairment loss is recorded in the consolidated statements of earnings. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. Other intangible assets Definite-lived intangible assets are primarily comprised of customer relationships, trade names and other intangible assets, acquired as part of business combinations and are capitalized separately from goodwill and carried at cost less accumulated amortization and accumulated impairment losses. Computer software that is not integral to an item of property, plant and equipment is recognized separately as an intangible asset and is carried at cost less accumulated amortization and accumulated impairment losses. Costs may include software licenses and external and internal costs directly attributable to the development, design and implementation of the computer software. Costs in respect of training and data conversion are expensed as incurred. Customer relationship amortization is calculated using a systematic, accelerated approach based on the timing of future expected cash flows. The straight-line method is used for all other intangible assets. The estimated useful life of the respective intangible assets are as follows: Customer relationships 4 – 15 years Trade names and brands 1 – 15 years Software 3 – 5 years Other 1 – 5 years Impairment of long-lived assets The recoverability of long-lived assets, including property, plant and equipment, right of use assets and definite-lived intangible assets, is evaluated when events or changes in circumstances indicate that the carrying amounts of an asset group may not be recoverable. Long-lived depreciable and amortizable assets are tested for impairment in asset groups, which are defined as the lowest level of assets that generate identifiable cash flows that are largely independent of the cash flows of other asset groups. A potential impairment has occurred for an asset group if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. During fiscal 2023, the Company recorded charges of $18 million related to the closure of certain smaller, underperforming branches in the United States, primarily related to impairment of lease assets and related fixed assets. This item was included in the Impairments and other charges line of the Company’s consolidated statements of earnings. Inventories Inventories, which comprise goods purchased for resale, are stated at the lower of cost or net realizable value. Cost is primarily determined using the average cost method. The cost of goods purchased for resale includes import and custom duties, transport and handling costs, freight and packing costs and other attributable costs less trade discounts and rebates. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Inventory reserves are recorded against slow‐moving, obsolete and damaged inventories for which the net realizable value is estimated to be less than the cost. The reserve is estimated based on the Company’s current knowledge with respect to inventory levels, sales trends and historical experience. Leases The Company enters into contractual arrangements for the utilization of certain non-owned assets. These principally relate to property for the Company’s branches, distribution centers and offices which have varying terms including extension and termination options and periodic rent reviews. The Company determines if an arrangement is a lease at inception. Leases are evaluated at commencement to determine proper classification as an operating lease or a finance lease. The Company’s leases primarily consist of operating leases. The Company recognizes a right-of-use (“ROU”) asset and lease liability at lease commencement based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate as the discount rate as most of the Company’s lease arrangements do not provide an implicit borrowing rate. The incremental borrowing rate is estimated using a combination of U.S. Treasury note rates corresponding to lease terms, as well as a blended credit risk spread. For operating leases, fixed lease payments are recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components. Certain lease agreements include variable lease payments that depend on an index, as well as payments for non-lease components, such as common area maintenance, and certain pass-through operating expenses such as real estate taxes and insurance. In instances where these payments are fixed, they are included in the measurement of our lease liabilities, and when variable, are excluded and recognized in the period in which the obligations for those payments are incurred. The Company’s leases do not contain any material residual value guarantees or payments under purchase and termination options which are reasonably certain to be exercised. Lease terms are initially determined as the non-cancelable period of a lease adjusted for options to extend or terminate a lease that are reasonably certain to be exercised. Generally, the Company’s real estate leases have initial terms of three two Right of use assets are carried at cost less accumulated amortization, impairment losses, and any subsequent remeasurement of the lease liability. Initial cost comprises the lease liability adjusted for lease payments at or before the commencement date, lease incentives received, initial direct costs and an estimate of restoration costs. The Company recognizes minimum rent expense on a straight-line basis over the lease term. Leases that have an original term of 12 months or less are not recognized on the Company’s consolidated balance sheet, and the lease expense related to those short-term leases is recognized over the lease term. Property, plant and equipment (“PPE”) PPE is recorded at cost less accumulated depreciation. Cost includes expenditures necessary to acquire and prepare PPE for its intended use. In addition, subsequent costs that increase the productive capacity or extend the useful life of PPE are capitalized. The cost of repairs and maintenance are expensed as incurred. Assets are depreciated to their estimated residual value using the straight-line method over their estimated useful lives as follows: Owned buildings 20 - 50 years Leasehold improvements Period of lease Plant and machinery 10 years Computer hardware 3 - 5 years Furniture, fixtures, equipment 5 - 7 years Vehicles 4 years Rebates The Company has agreements (“supplier rebates”) with a number of its suppliers whereby volume-based rebates and other discounts are received in connection with the purchase of goods for resale from those suppliers. The majority of volume-based supplier rebates are determined by reference to guaranteed rates of rebate. These calculations require minimal judgment. A small proportion of volume-based supplier rebates are subject to tiered targets where the rebate percentage increases as volumes purchased reach agreed targets within a set period of time. The Company estimates supplier rebates based on forecasts which are informed by historical trading patterns, current performance and trends. Rebates relating to the purchase of goods for resale are accrued as earned and are recorded initially as a deduction to the cost of inventory with a subsequent reduction in cost of sales when the related goods are sold. When the Company has the right to offset and net settles with the supplier, the supplier rebate receivables are offset with amounts owed to the supplier at the balance sheet date and are included within accounts payable. When the Company does not have the legal right of offset, the supplier rebate receivables are recorded in prepaid and other current assets in the consolidated balance sheets. Revenue recognition The Company recognizes revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, others), the transaction price is fixed or determinable, collection of consideration is probable and the Company has satisfied its performance obligation per the sales arrangement. The majority of the Company’s revenue originates from sales arrangements with a single performance obligation to deliver products, whereby performance obligations are satisfied when control of the product is transferred to the customer which is the point they are delivered to, or collected by, the customer. Therefore, shipping and handling activities are not deemed a separate performance obligation. Payment terms between the Company and its customers vary by the type of customer, country of sale and the products sold. The Company does not have significant financing components in its contracts and the payment due date is typically shortly after sale. In some limited cases, the Company’s contracts contain services and products that are deemed one performance obligation as the services are highly interdependent and interrelated with the products or are significantly integrated with the products. Contracts in which services provided are a separately identifiable performance obligation are not material. In some instances, goods are delivered directly to the customer by the supplier. The Company has concluded that it is the principal in these transactions as it is primarily responsible to the customer for fulfilling the obligation and has the responsibility for identifying and directing the supplier to deliver the goods to the customer. The Company offers a right of return to its customers for most goods sold. Revenue is reduced by the amount of expected returns in the period in which the related revenue is recorded with a corresponding liability recorded in other current liabilities. The Company also recognizes a returned asset in prepaid and other current assets with a corresponding adjustment to cost of sales, for the right to recover the returned goods, measured at the former carrying value, less any expected recovery costs. Share-based compensation Share-based incentives are provided to associates under the Company’s long-term incentive plans and all-employee sharesave plans. The Company recognizes a compensation cost in respect of these plans that is primarily based on the fair value of the awards. For equity-settled plans, the fair value is determined at the date of grant and is not subsequently remeasured unless the conditions on which the award was granted are modified. For liability-settled plans, the fair value is initially determined at the date of grant and is remeasured at each balance sheet date until the liability is settled. The related liability is recorded in other current liabilities and other long-term liabilities. Generally, the compensation cost is recognized on a straight-line basis over the vesting period, utilizing cumulative catch-up for changes in the liability-settled plans. Estimates of expected forfeitures are made at the date of grant based on historical experience to appropriately reduce expense for those grants expected not to satisfy service conditions, or based on expected performance for non-market performance conditions. The estimated forfeitures are adjusted when facts and circumstances indicate the prior estimate is no longer appropriate. Tax The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would be able to realize our DTAs in the future in excess of their net recorded amount, the DTA valuation allowance would be appropriately adjusted, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with Accounting Standard Codification (“ASC”) 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard aims to enhance transparency of supplier finance programs used in connection with the purchase of goods and services. The standard requires entities to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under such programs, a description of where those obligations are presented on the balance sheet, and an annual rollforward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. ASU No. 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the required rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company will adopt ASU No. 2022-04 as of August 1, 2023. As of July 31, 2023, activity under the Company’s supplier finance agreements was not material. The Company will continue to evaluate for future disclosure. Recent accounting pronouncements pending adoption that are not discussed above are either not applicable, or will not have, or are not expected to have, a material impact on our consolidated financial condition, results of operations or cash flows. |
Revenue and segment information
Revenue and segment information | 12 Months Ended |
Jul. 31, 2023 | |
Segment Reporting [Abstract] | |
Revenue and segment information | Revenue and segment information The Company reports its financial results of operations on a geographical basis in the following two reportable segments: United States and Canada. Each segment generally derives its revenues in the same manner as described in Note 1, Summary of significant accounting policies . The Company uses adjusted operating profit as its measure of segment profit. Adjusted operating profit is defined as profit before tax, excluding central and other costs, restructuring costs, amortization of acquired intangible assets, net interest expenses, as well as other items typically recorded in net other (expense) income such as (loss)/gain on disposal of businesses, pension plan changes/closure costs and amounts recorded in connection with the Company’s interests in investees. Certain income and expenses are not allocated to the Company’s segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect such amounts. Segment results were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Net sales: United States $28,291 $27,067 $21,478 Canada 1,443 1,499 1,314 Total net sales $29,734 $28,566 $22,792 Adjusted operating profit: United States $2,892 $2,893 $2,070 Canada 76 112 76 Central and other costs (51) (54) (54) Business restructurings (1) — — 11 Corporate restructurings (2) — (17) (22) Impairment and other charges (3) (125) — — Amortization of acquired intangible assets (133) (114) (131) Interest expense, net (184) (111) (98) Other (expense) income, net (11) (1) 10 Income before income taxes $2,464 $2,708 $1,862 (1) For fiscal 2021, business restructuring reflects the release of provisions in connection with previously anticipated COVID-19 cost actions recorded in fiscal 2020. (2) For fiscal 2022 and 2021, corporate restructuring costs primarily related to the incremental costs of the Company’s listing in the United States. (3) See Note 8, Other intangible assets for further information. An additional disaggregation of net sales by end market for continuing operations is as follows: For the years ended July 31, (In millions) 2023 2022 2021 United States: Residential $14,820 $14,657 $11,990 Non-residential: Commercial 9,213 8,600 6,661 Civil/Infrastructure 2,344 2,163 1,506 Industrial 1,914 1,647 1,321 Total Non-residential 13,471 12,410 9,488 Total United States 28,291 27,067 21,478 Canada 1,443 1,499 1,314 Total net sales $29,734 $28,566 $22,792 No sales to an individual customer accounted for more than 10% of net sales during any of the last three fiscal years. The Company is a value-added distributor in North America of products from infrastructure, plumbing and appliances to HVAC, fire, fabrication and more. We offer a broad line of products, and items are regularly added to and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered. Capital expenditures and depreciation and amortization by segment were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Capital expenditures: United States $423 $283 $232 Canada 18 7 9 Total capital expenditures $441 $290 $241 Depreciation and amortization: United States (1) $313 $292 $288 Canada 8 9 9 Corporate — — 1 Total depreciation and amortization $321 $301 $298 (1) Includes amortization of acquired intangible assets of $133 million, $114 million and $131 million in 2023, 2022 and 2021, respectively. These amounts are not included in the United States segment adjusted operating profit. Assets by segment included: As of July 31, (In millions) 2023 2022 Assets: United States $14,167 $13,747 Canada 795 802 Corporate 1,032 1,112 Total assets $15,994 $15,661 As of July 31, 2023 and 2022, long-lived assets located in the United States were $1,545 million and $1,336 million, respectively. |
Earnings per share
Earnings per share | 12 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share is calculated using our weighted average outstanding common shares. Diluted earnings per share is calculated using our weighted average outstanding common shares including the dilutive effect of share awards as determined under the treasury stock method. The following table shows the calculation of diluted shares: For the years ended July 31, (In millions, except per share amounts) 2023 2022 2021 Income from continuing operations $1,889 $2,099 $1,630 Income (loss) from discontinued operations (net of tax) — 23 (158) Net income $1,889 $2,122 $1,472 Weighted average number of shares outstanding: Basic weighted average shares 206.4 217.7 223.5 Effect of dilutive shares 0.8 1.2 1.3 Diluted weighted average shares 207.2 218.9 224.8 Earnings per share - Basic: Continuing operations $9.15 $9.64 $7.29 Discontinued operations — 0.11 (0.70) Total $9.15 $9.75 $6.59 Earnings per share - Diluted: Continuing operations $9.12 $9.59 $7.25 Discontinued operations — 0.10 (0.70) Total $9.12 $9.69 $6.55 Excluded anti-dilutive shares 0.1 0.1 0.1 |
Income tax
Income tax | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income tax | Income tax Income before income tax by geographical area consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 United Kingdom $80 $102 $123 United States 2,011 2,222 1,385 International 373 384 354 Total $2,464 $2,708 $1,862 Provision for income taxes consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Current: United Kingdom $— ($18) $5 Federal and state (U.S.) 624 528 364 International 55 58 48 Total current $679 $568 $417 Deferred: United Kingdom $17 $20 ($8) Federal and state (U.S.) (120) 20 (176) International (1) 1 (1) Total deferred ($104) $41 ($185) Provision for income taxes $575 $609 $232 The following is a reconciliation of income tax expense with income taxes at the U.K. statutory rate: For the years ended July 31, (In millions) 2023 2022 2021 Provision for income taxes at U.K. statutory rate (1) $518 21.0 % $515 19.0 % $354 19.0 % Non-U.K. tax rate differentials 68 2.8 127 4.7 68 3.7 Impact of change in reserves 8 0.3 8 0.2 (138) (7.4) Tax rate change — — — — (29) (1.6) Tax credits (15) (0.6) (9) (0.3) (12) (0.6) Non-taxable income (6) (0.2) (9) (0.3) (18) (1.0) Other 2 — (23) (0.8) 7 0.4 Income tax expense $575 23.3 % $609 22.5 % $232 12.5 % (1) Ferguson plc is tax resident in the U.K. Therefore, the Company has utilized the U.K. statutory rate. Since the change in statutory rate transitioned between fiscal years, the Company utilized a prorated statutory rate during fiscal 2023. Deferred Taxes Significant components of the Company’s deferred tax assets and liabilities are as follows: As of July 31, (In millions) 2023 2022 Assets: Deferred compensation $69 $48 Tax loss carryforwards 186 184 Lease liabilities 378 306 Sales returns and other liabilities 123 103 Inventory 46 50 Capitalized research and development 44 — Other 48 51 Total deferred tax assets 894 742 Valuation allowance (81) (77) Total deferred tax assets, net of valuation allowance $813 $665 Liabilities: Right of use assets ($374) ($306) Goodwill and intangible assets (118) (119) Property, plant and equipment (21) (14) Tax method change — (49) Total deferred tax liabilities (513) (488) Net deferred tax assets $300 $177 We recognize a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. Our valuation allowance at July 31, 2023 and 2022 relates to foreign net capital loss carryforwards in the U.K. and Canada which are not expected to be realizable. For the year ended July 31, 2023, there was a $4 million change in the valuation allowance (2022: $0 million and 2021: $30 million). As of July 31, 2023, the Company had $720 million of loss carryforwards related to the United Kingdom operations. At July 31, 2023, the Company had U.S. federal and state operating loss carryforwards for income tax purposes of $15 million and $19 million, respectively. Some of the loss carryforwards may expire at various dates through 2039. At July 31, 2023, the Company had $8 million of loss carryforwards related to international operations. A portion of these losses related to capital losses were offset with valuation allowances. Unrecognized Tax Benefits The following table reconciles the beginning and ending amount of our gross unrecognized tax benefits: For the years ended July 31, (In millions) 2023 2022 2021 Unrecognized tax benefits at beginning of fiscal year $140 $132 $245 Additions based on tax positions related to current year 27 27 28 Additions for tax positions of prior years 2 11 2 Reductions for tax positions of prior years — — (8) Reductions due to lapse of statute of limitations (25) (30) (135) Unrecognized tax benefits $144 $140 $132 As of July 31, 2023, the unrecognized tax benefits that, if recognized, would impact the effective tax rate were $144 million (2022: $140 million and 2021: $132 million). The Company recognizes interest and penalties in the income tax provision in its consolidated statements of earnings. As of July 31, 2023, the Company had accrued interest of $23 million (2022: $17 million and 2021: $16 million). For the year end July 31, 2023, the interest included in income tax expense was an expense of $6 million (2022: expense $1 million and 2021: benefit $42 million). Penalties related to these positions were not material for all periods presented. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlement of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. The Company anticipates that the balance of gross unrecognized tax benefits, excluding interest and penalties, will be reduced by $12 million during the next 12 months, primarily due to the anticipated settlement of tax examinations and statute of limitation expirations. However, the outcomes and timing of such events are highly uncertain and changes in the occurrence, expected outcomes and timing of such events could cause the Company’s current estimate to change materially in the future. Reinvestment of Unremitted earnings We consider foreign earnings of specific subsidiaries to be indefinitely reinvested. These permanently reinvested earnings of foreign subsidiaries at July 31, 2023 amounted to $725 million (2022: $658 million). The Company is not recording a deferred tax liability, if any, on such amounts. If at some future date, the Company ceases to be permanently reinvested in these specific foreign subsidiaries, the Company may be subject to foreign withholding and other taxes on these undistributed earnings and may need to record a deferred tax liability for any outside basis difference on these specific foreign subsidiaries. Tax Return Examination Status The Company files income tax returns in the U.K., U.S. and in various foreign, state and local jurisdictions. We are subject to tax audits in the various jurisdictions until the respective statutes of limitation expire. The Company is no longer subject to U.K. examinations by tax authorities for fiscal years before 2020 and U.S. federal income tax examinations by tax authorities for fiscal years before 2020. There are ongoing U.S. state and local audits and other foreign audits covering fiscal 2008-2020. We do not expect the results from any ongoing income tax audit to have a material impact on our consolidated financial condition, results of operations or cash flows. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment consisted of the following: As of July 31, (In millions) 2023 2022 Land $348 $273 Buildings 1,134 1,103 Leasehold improvements 529 455 Plant and machinery 834 719 Other equipment 156 146 Property, plant and equipment 3,001 2,696 Less: Accumulated depreciation (1,406) (1,320) Property, plant and equipment, net $1,595 $1,376 Depreciation related to property, plant and equipment included in operating costs for fiscal 2023 was $148 million (2022: $140 million and 2021: $130 million). |
Leases
Leases | 12 Months Ended |
Jul. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lease-related assets and liabilities consisted of the following: As of July 31, (In millions) 2023 2022 Assets: Operating lease right-of-use assets $1,474 $1,200 Liabilities: Current portion of operating lease liabilities $366 $321 Long-term portion of operating lease liabilities 1,126 878 Total lease liabilities $1,492 $1,199 The components of leasing costs, included in SG&A, consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Operating lease costs $390 $349 $318 Variable lease costs 85 72 62 Short-term lease costs 23 14 1 Total lease costs $498 $435 $381 Variable lease costs represent costs incurred in connection with non-lease components, such as common area maintenance, and certain pass-through operating expenses such as real estate taxes and insurance. The weighted average remaining lease terms and discount rates for the Company’s operating leases were as follows: As of July 31, 2023 2022 Weighted average remaining lease term (years) 5.5 5.1 Weighted average discount rate 4.0 % 3.3 % The future minimum rental payments under operating lease obligations, having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows: As of July 31, (In millions) 2023 2024 $377 2025 357 2026 289 2027 214 2028 157 Thereafter 295 Total undiscounted lease payments 1,689 Less: imputed interest (197) Present value of liabilities $1,492 The future minimum lease payments in the table above exclude payments for leases that have not yet commenced. Supplemental cash flow information related to leases from continuing operations consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Cash paid for operating leases (operating cash flows) $379 $337 $321 Lease assets obtained in exchange for new operating lease liabilities (non-cash) 309 362 158 As of July 31, 2023, the Company had $223 million of non-cancelable operating leases with terms similar to the Company’s current operating leases that have not yet commenced. Of this amount, $174 million is expected to commence in fiscal year 2024 with the remaining $49 million expected to commence in fiscal year 2025. |
Goodwill
Goodwill | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company completed its annual impairment analysis for goodwill during the fourth quarter of fiscal 2023. Based on the results of the Company’s analysis, the Company concluded that the fair value of each reporting unit was substantially in excess of its respective carrying value. There were no impairment charges related to goodwill in fiscal 2023, 2022 or 2021. The following table presents the changes in the net carrying amount of goodwill allocated by reportable segment for the years ended July 31, 2023 and 2022: (In millions) United States Canada Total Balance as of July 31, 2021 $1,670 $158 $1,828 Acquisitions 224 — 224 Effect of currency translation adjustment — (4) (4) Balance as of July 31, 2022 1,894 154 2,048 Acquisitions 198 — 198 Effect of currency translation adjustment — (5) (5) Balance as of July 31, 2023 $2,092 $149 $2,241 Cumulative goodwill impairment as of July 31, 2023 $108 $11 $119 Cumulative balance of historical goodwill impairments as of July 31, 2023, as shown above, was the same for all periods presented herein. See Note 16, Acquisitions for further information on the additions to goodwill in fiscal 2023 and 2022. |
Other intangible assets
Other intangible assets | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other intangible assets | Other intangible assets The Company's major categories of definite-lived intangible assets and the respective weighted average remaining useful lives consisted of the following: As of July 31, 2023 As of July 31, 2022 (In millions, except remaining useful life) Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Software 4 $283 ($197) $370 ($198) Customer relationships* 8 1,345 (750) 1,138 (662) Tradenames and brands* 4 268 (200) 258 (171) Other* 3 209 (175) 206 (159) Total intangible assets $2,105 ($1,322) $1,972 ($1,190) * Acquired intangible assets Amortization expense of intangible assets for the year ended July 31, 2023 was $173 million (2022: $161 million and 2021: $168 million). As of July 31, 2023, expected amortization expense for the unamortized definite-lived intangible assets for the next five years and thereafter is as follows: As of July 31, (In millions) 2023 2024 $164 2025 160 2026 123 2027 103 2028 85 Thereafter 148 Total $783 Impairments The Company has been upgrading portions of its IT systems to enhance customer experience and associate productivity. One of the solutions developed targeted certain branch transactional processes and was piloted at select locations. In the third quarter of fiscal 2023, the Company determined that this solution did not meet its customer service, speed and efficiency goals. As a result, the Company chose not to proceed with this component and recorded a non-cash charge of $107 million of previously capitalized software costs in the United States. This item was included in the Impairments and other charges line of the Company’s consolidated statements of earnings. In the second quarter of fiscal 2022, the Company recorded a $15 million non-cash impairment charge in SG&A related to internal use software projects in the United States as the Company determined the benefits of the work capitalized would not be realized. |
Debt
Debt | 12 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt obligations consisted of the following: As of July 31, (In millions) 2023 2022 Variable-rate debt: Receivables Facility $50 $455 Term Loan 500 — Private Placement Notes: 3.43% due September 2022 — 250 3.30% due November 2023 55 55 3.44% due November 2024 150 150 3.73% due September 2025 400 400 3.51% due November 2026 150 150 3.83% due September 2027 150 150 Unsecured Senior Notes: 4.50% due October 2028 750 750 3.25% due June 2030 600 600 4.25% due April 2027 300 300 4.65% due April 2032 700 700 Subtotal $3,805 $3,960 Less: current maturities of debt (55) (250) Unamortized discounts and debt issuance costs (22) (24) Interest rate swap - fair value adjustment (17) (7) Total long-term debt $3,711 $3,679 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”). Interest on the Private Placement Notes is payable semi-annually. During the first quarter of fiscal 2023, the 3.43% notes due in September 2022 were repaid at maturity. As of July 31, 2023 and 2022, the Company had interest rate swaps with a notional value of $355 million in connection with the Private Placement Notes entered into in November 2017. See Note 10, Fair value measurements for further information. Wolseley Capital’s obligations under the note and guarantee agreements are unconditionally guaranteed by the Company and Ferguson UK Holdings Limited (“Ferguson UK”). Wolseley Capital may repay the outstanding Private Placement Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid plus a “make-whole” prepayment premium. The note and guarantee agreements relating to the Private Placement Notes contain certain customary affirmative covenants, as well as certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s non-guarantor subsidiaries’ ability to incur indebtedness and the Company’s ability to enter into affiliate transactions, grant liens on its assets, sell assets, or engage in acquisitions, mergers or consolidations. In addition, subject to certain exceptions, the note and guarantee agreements require us to maintain a leverage ratio. The outstanding Private Placement Notes also contain customary events of default. Upon an event of default and an acceleration of the Private Placement Notes, the Company must repay the outstanding Private Placement Notes plus a make-whole premium and accrued and unpaid interest. Unsecured Senior Notes Ferguson Finance, plc (“Ferguson Finance”) has issued $2.35 billion in unsecured senior notes (collectively, the “Unsecured Senior Notes”) which are guaranteed by the Company and Ferguson UK. The Unsecured Senior Notes are fully and unconditionally guaranteed on a direct, unsubordinated and unsecured senior basis by the Company and generally carry the same terms and conditions with interest paid semi-annually. The Unsecured 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 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 Unsecured Senior Notes include covenants, subject to certain exceptions, which include limitations on the granting of liens and on mergers and acquisitions. Term Loan Agreement The Credit Agreement, dated October 7, 2022, among the Company, Ferguson UK, the lenders party thereto and the agent of the lenders party thereto (the “Term Loan Agreement”) provides for term loans in an aggregate principal amount of $500 million, the proceeds of which may be used for general corporate purposes. The Term Loan Agreement will mature on October 7, 2025. Term loans will bear interest at a rate per annum of the Term SOFR Rate, as defined in the Term Loan Agreement, plus a credit spread adjustment of 10 basis points plus a margin ranging from 100 to 150 basis points, determined on the basis of the Company’s corporate credit ratings (or if public credit ratings are not published, senior unsecured debt ratings). Interest rates for the term loans ranged from 4.4% to 6.4% during fiscal 2023. Ferguson UK may voluntarily prepay the term loans, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to certain prepayments. Term loans that are prepaid may not be reborrowed. The Term Loan Agreement contains representations and warranties and affirmative and negative covenants and events of default, including, but not limited to, restrictions on the incurrence of non-guarantor subsidiary indebtedness, additional liens, mergers and sales of assets and changes in nature of business, in each case, subject to certain conditions, exceptions and thresholds. The Term Loan Agreement also requires the Company to maintain on a consolidated basis, as of the last day of each fiscal quarter, a maximum net leverage ratio of 3.50 to 1.00, with a step-up to 4.00 to 1.00 with respect to each of the four fiscal quarters ending immediately after certain material acquisitions. The Company unconditionally and irrevocably guarantees the term loans. Revolving Credit Facility The Company maintains a revolving credit facility (the “Revolving Facility”) under the Amendment and Restatement Agreement, dated October 7, 2022, among the Company, Ferguson UK, the lenders party thereto, and the agent of the lenders party thereto (as amended from time to time, the “Revolving Facility Agreement”). The Revolving Facility has aggregate total available credit commitments of $1.35 billion. Borrowings under the Revolving Facility bear interest at a per annum rate of Term SOFR (as defined in the Revolving Facility Agreement) plus a credit spread adjustment of 10 basis points plus a margin ranging from 20 to 75 basis points, determined on the basis of the Company’s corporate credit ratings (or if public credit ratings are not published, senior unsecured debt ratings). The Company is required to pay a quarterly commitment fee and utilization fee in certain circumstances. All obligations under the Revolving Facility Agreement are unconditionally guaranteed by the Company and Ferguson UK, to the extent each entity is not the borrower with respect to such obligation. The Revolving Facility Agreement contains affirmative and negative covenants that, among other things, restrict, subject to certain conditions, exceptions and thresholds, the ability of the Company and its subsidiaries to incur indebtedness, grant liens on present or future assets or revenues, sell assets or engage in mergers or consolidations. The Revolving Facility Agreement also contains events of default, including, among others, cross-default and cross-acceleration provisions, in each case, subject to grace periods and thresholds. The Revolving Facility terminates in March 2026. As of July 31, 2023 and 2022, no borrowings were outstanding under the Revolving Facility. Receivables Securitization Facility The Company maintains a Receivables Securitization Facility (the “Receivables Facility”) which is primarily governed by the Receivables Purchase Agreement, dated July 31, 2013, as amended from time to time, among the Company, Ferguson Enterprises, LLC and certain of its subsidiaries; the conduit purchasers, committed purchasers, and letter of credit banks from time to time party thereto; and Royal Bank of Canada, as administrative agent. The Receivables Facility consists of funding for up to $1.1 billion, including a swingline for up to $100 million in same day funding, terminating on October 7, 2025. The Company has available to it an accordion feature whereby the facility may be increased up to $1.5 billion subject to lender participation. Interest is payable under the Receivables Facility at a rate of Term SOFR (as defined in the Receivables Facility) plus a credit spread adjustment of 10 basis points plus a margin or, in the case of the lending banks that fund, through a conduit, by the issuance of commercial paper, at a rate equal to the per annum rate payable of the related commercial paper issued by such conduit plus a margin. Interest rates under the Receivables Facility ranged from 3.4% to 6.2% during fiscal 2023. The Company does not factor its accounts receivable. The Receivables Facility contains affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries party thereto from granting additional liens on the accounts receivable, selling certain assets or engaging in acquisitions, mergers or consolidations, or, in the case of the borrower, incurring other indebtedness. The Receivables Facility also contains events of default and cross-default provisions, including requirements that our performance in relation to accounts receivable remains at set levels (specifically, among other things, relating to timely payments being received from debtors on the accounts receivable and to the amount of accounts receivable written off as bad debt) and that a required level of accounts receivable be generated and available to support the borrowings under the arrangements. The Company pays customary fees regarding unused amounts to maintain the availability under the Receivables Facility. The Company was in compliance with all debt covenants for all of these debt obligations and facilities that were in effect as of July 31, 2023. Debt maturities, exclusive of unamortized original issue discounts, unamortized debt issuance costs, fair-value hedge adjustments, and finance lease obligations, for the next five fiscal years and thereafter are as follows: As of July 31, (In millions) 2023 2024 $55 2025 150 2026 950 2027 450 2028 150 Thereafter 2,050 Total $3,805 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Derivative Instruments The Company’s derivatives relate principally to interest rate swaps, designated as fair value hedges, to manage its exposure to interest rate movements on its debt. They are measured at fair value on a recurring basis through profit and loss using forward interest curves which are Level 2 inputs. The Company’s derivatives are not material. The notional amount of the Company’s outstanding fair value hedges as of July 31, 2023 and 2022 was $355 million. Equity investments The fair value of the Company’s equity investments is measured on a recurring basis using market derived valuation methods upon occurrence of orderly transactions for identical or similar assets which is deemed a Level 3 input. The fair value of equity investments was $34 million and $26 million as of July 31, 2023 and 2022, respectively, and the activity during fiscal 2023 was not material. Other Fair Value Disclosures Due to their short maturities, or their insignificance, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt approximated their fair values at July 31, 2023 and 2022. Non-recurring fair value measurements Fair value estimates are made in connection with the Company’s acquisitions. See Note 16, Acquisitions for further details. Liabilities for which fair value is only disclosed Carrying amounts and the related estimated fair value of the Company’s long-term debt were as follows: As of July 31, 2023 2022 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Unsecured Senior Notes $2,330 $2,195 $2,328 $2,350 Private Placement Notes 904 871 1,153 1,142 The difference in fair values results from changes, since issuance, in the corporate debt markets and investor preferences. The fair value of the Unsecured Senior Notes and Private Placement Notes are classified as Level 2 fair value measurements, and were estimated using observable market prices as provided in secondary markets that consider the Company’s credit risk and market-related conditions. |
Commitment and contingencies
Commitment and contingencies | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and contingencies | Commitments and contingenciesThe Company is, from time to time, involved in various legal proceedings considered to be normal course of business in relation to, among other things, the products that we supply, contractual and commercial disputes and disputes with employees. Provision is made if, on the basis of current information and professional advice, liabilities are considered probable. In the case of unfavorable outcomes, the Company may benefit from applicable insurance protection. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss The change in accumulated other comprehensive loss was as follows: (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2020 ($566) ($479) ($1,045) Other comprehensive income before reclassifications 35 66 101 Amounts reclassified from accumulated other comprehensive loss 135 13 148 Other comprehensive income 170 79 249 Balance as of July 31, 2021 ($396) ($400) ($796) Other comprehensive loss before reclassifications (24) (18) (42) Amounts reclassified from accumulated other comprehensive loss — 8 8 Other comprehensive loss (24) (10) (34) Balance as of July 31, 2022 ($420) ($410) ($830) Other comprehensive loss before reclassifications (9) (57) (66) Amounts reclassified from accumulated other comprehensive loss — 8 8 Other comprehensive loss (9) (49) (58) Balance as of July 31, 2023 ($429) ($459) ($888) Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items include the related income tax impacts. Such amounts consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Amortization of actuarial losses $11 $10 $18 Tax benefit (3) (2) (5) Amounts reclassified from accumulated other comprehensive loss, net of tax $8 $8 $13 |
Retirement benefit obligations
Retirement benefit obligations | 12 Months Ended |
Jul. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement benefit obligations | Retirement benefit obligations The Company provides various retirement benefits to eligible employees, including pension benefits associated with defined benefit plans, contributions to defined contribution plans, post-retirement benefits and other benefits. Eligibility requirements and benefit levels vary depending on associate location. The Company provides defined benefit plans to its employees in Canada. In the United Kingdom there is a legacy defined benefit plan which is closed to further benefit accrual. The majority of the Canadian defined benefit plans are funded. Post-retirement benefit obligations are not material and have been included in all amounts presented herein. The principal U.K. defined benefit plan is the Wolseley Group Retirement Benefits Plan which provides benefits based on final pensionable salaries. The assets are held in separate trustee administered funds. The plan was closed to new entrants in 2009, closed to future service accrual in December 2013 and closed to future non-inflationary salary accrual on the disposal of the U.K. business in 2021. In 2017, the Company secured a buy-in insurance policy with Pension Insurance Corporation for the U.K. defined benefit plan. This policy covers all benefit payments to a certain portion of participants in the plan. The insurance asset is exactly equal to the related insured liabilities. In 2021, prior to the disposal of the U.K. business, Wolseley UK Limited, the liabilities of the disposed entities to the U.K. defined benefit plan were transferred to Ferguson UK Holdings Limited. The funded status of the Company’s plans was as follows, valued with a measurement date of July 31 for each year: For the years ended July 31, (In millions) 2023 2022 Change in net benefit obligations: Beginning balance $1,402 $2,208 Interest cost 51 41 Actuarial gain (245) (554) Benefits paid (57) (71) Exchange rate adjustment 67 (222) Ending balance $1,218 $1,402 Change in assets at fair value: Beginning balance $1,508 $2,304 Actual return on plan assets (279) (506) Company contributions 24 15 Benefits paid (57) (71) Exchange rate adjustment 74 (234) Ending balance at fair value $1,270 $1,508 Funded status of plans $52 $106 As required by United Kingdom pensions regulation, the United Kingdom Plan completed its triennial actuarial valuation exercise, which is measured on a technical provisions basis, based on the United Kingdom Plan’s financial position as of April 30, 2022. The triennial valuation resulted in required contributions by the Company of £133 million to be spread over the period to January 31, 2026, of which the Company has paid £26 million as of July 31, 2023. Total expected employer contributions to the defined benefit plans for the year ending July 31, 2024 are estimated to be $35 million, which includes amounts due from the triennial funding valuation. Amounts recognized in the consolidated balance sheets consisted of: As of July 31, (In millions) 2023 2022 Non-current asset $55 $114 Non-current liability (3) (8) Amounts recognized in accumulated other comprehensive loss: As of July 31, (In millions) 2023 2022 Net actuarial loss $602 $537 Income tax impact (143) (127) Accumulated other comprehensive loss $459 $410 Components of other comprehensive loss (income) consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Net actuarial loss (gain) $83 ($3) ($78) Amortization of net actuarial loss (11) (10) (18) Impact of exchange rates (7) 12 — Income tax impact (16) 11 17 Other comprehensive loss (income), net of tax $49 $10 ($79) The components of net periodic pension costs associated with all of the Company’s plans were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Selling, general and administrative expenses Service costs $— $— $3 Other expense (income), net Amortization of net actuarial losses 11 10 18 Interest cost 51 41 32 Expected return on plan assets (49) (45) (60) Net periodic cost (income) $13 $6 ($7) Weighted average assumptions: Discount rate, net periodic benefit cost 3.53 % 1.78 % 1.56 % Discount rate, benefit obligations 5.05 % 3.53 % 1.78 % Expected return on plan assets 3.41 % 2.12 % 2.60 % Wage inflation growth rate 2.50 % 2.35 % 2.13 % The Company determines the discount rate primarily by reference to rates on high-quality, long-term corporate and government bonds that mature in a pattern similar to the expected payments to be made under the various plans. The Company has established strategic asset allocation percentage targets for significant asset classes with the aim of achieving an appropriate balance between risk and return. The Company periodically revises asset allocations, where appropriate, in an effort to improve return and/or manage risk. The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets. The market-related value of plan assets is based on long-term expectations given current investment objectives and historical results. Investment Strategy The Company’s investment strategy for its funded post-employment plans is decided locally and, if relevant, by the trustees of the plan and takes account of the relevant statutory requirements. The Company’s objective for the investment strategy is to achieve a target rate of return in excess of the increase in the liabilities, while taking an acceptable amount of investment risk relative to the liabilities. This objective is implemented by using specific allocations to a variety of asset classes that are expected over the long term to deliver the target rate of return. For the U.K. plan, the guaranteed insurance policy represents approximately 35% of the plan assets. For the remaining assets, the strategy is to invest in a mix of equities, bonds and other income-generating asset classes so that expected cash flows broadly match a high proportion of the cash flows of the plan’s expected liabilities. The investment strategy is subject to regular review by the trustees of the plan in consultation with the Company. For the plans in Canada, the investment strategy is to invest predominantly in equities and bonds. The Company’s weighted average asset allocations by asset category were as follows: As of July 31, 2023 2022 Asset category: Equity securities 3 % 2 % Fixed income securities 61 67 Cash, cash equivalents and other short-term investments 2 2 Guaranteed insurance policies 34 29 Total 100 % 100 % The following tables present the fair value of the Company’s plan assets using the fair value hierarchy: As of July 31, 2023 (In millions) Total Level 1 Level 2 Level 3 U.K. Plan assets: Fixed income securities: Corporate $319 $2 $224 $93 Asset backed 1 — 1 — Government 410 406 4 — Cash, cash equivalents and other short-term investments 29 28 1 — Insurance policies 417 — — 417 Canada Plan assets: Equity securities 33 33 — — Fixed income securities: Corporate 9 — 9 — Government 32 — 32 — Cash and cash equivalents 1 1 — — Other 19 11 8 — $1,270 $481 $279 $510 As of July 31, 2022 (In millions) Total Level 1 Level 2 Level 3 U.K. Plan assets: Fixed income securities: Corporate $639 $8 $492 $139 Asset backed 80 16 58 6 Government 246 — 239 7 Cash and cash equivalents 25 22 3 — Insurance policies 418 — — 418 Canada Plan assets: Equity securities 35 35 — — Fixed income securities: Corporate 7 — 7 — Government 32 — 32 — Cash and cash equivalents 1 1 — — Other 25 14 11 — $1,508 $96 $842 $570 The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3): For the years ended July 31, (In millions) 2023 2022 Beginning balance $570 $786 Transfers into Level 3 67 — Transfers out of Level 3 (131) — Actual returns 1 (108) Purchases, sales and settlements, net (24) (20) Impact of exchange rates 27 (88) Ending balance $510 $570 The Company expects the following benefit payments related to its defined benefit pension plans over the next 10 years: As of July 31, (In millions) 2023 2024 $60 2025 61 2026 63 2027 64 2028 66 2029-2033 351 Total $665 Defined Contribution Plans The principal plans operated for employees in the United States are defined contribution plans, which are established in accordance with 401(k) rules in the United States. The Company’s Canadian employees are covered by defined contribution plans including a Post Retirement Benefit Plan and Supplemental Executive Retirement Plan. Under the Canadian plans, the Company’s employees are able to make personal contributions. Total expense related to defined contribution plans in fiscal 2023 was $93 million (2022: $87 million and 2021: $74 million). |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ equity | Shareholders’ equity The following table presents a summary of the Company’s share activity: For the years ended July 31, 2023 2022 2021 Ordinary shares: Balance at beginning of period 232,171,182 232,171,182 232,171,182 Change in shares issued — — — Balance at end of period 232,171,182 232,171,182 232,171,182 Treasury shares: Balance at beginning of period (21,078,577) (9,862,816) (7,280,222) Repurchases of ordinary shares (7,022,242) (11,413,180) (3,020,368) Treasury shares used to settle share-based compensation awards 207,139 197,419 437,774 Balance at end of period (27,893,680) (21,078,577) (9,862,816) Employee Benefit Trust: Balance at beginning of period (846,491) (833,189) (1,277,347) New shares purchased — (600,000) — Employee Benefit Trust shares used to settle share-based compensation awards 572,460 586,698 444,158 Balance at end of period (274,031) (846,491) (833,189) Total shares outstanding at end of period 204,003,471 210,246,114 221,475,177 Two Employee Benefit Trusts have been established in connection with the Company’s discretionary share option plans and long-term incentive plans. Dividends due on shares held by the Employee Benefit Trusts are waived in accordance with the provisions of the trust deeds. At July 31, 2023, the shares held in trusts had a market value of $44 million (2022: $107 million). Share Repurchases Share repurchases are being made under an authorization that allows up to $3.0 billion in share repurchases. As of July 31, 2023, the Company has completed $2.5 billion of the total announced $3.0 billion share repurchase program. The Company is currently purchasing shares under an irrevocable and non-discretionary arrangement with $84 million in accrued repurchases remaining as of July 31, 2023, which is recorded as a current liability in the consolidated balance sheet. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation Background The Ferguson Group International Sharesave Plan 2019 (the “2019 ISP”), the Ferguson Group Ordinary Share Plan 2019 (the “OSP”), the Ferguson Group Performance Ordinary Share Plan 2019 (the “POSP”), and the Ferguson Group Long Term Incentive Plan 2019 (the “LTIP”) were amended by the Board in July 2023 to include specific limits on the number of ordinary shares that can be awarded under the subject plan. As amended, the number of ordinary shares that can be awarded under the 2019 ISP, the OSP, the POSP and the LTIP are 12,000, 300,000, 1,200,000, and 200,000 ordinary shares, respectively. Additionally, notwithstanding these share limits, the Ferguson Group International Sharesave Plan 2011, the 2019 ISP and the LTIP provide guidelines to determine the maximum number of ordinary shares that can be granted under each plan. Under these plans, the Company cannot grant equity awards that would result in the issuance of ordinary shares that, when aggregated with awards issued and outstanding under all of the Company’s other equity plans, would exceed 10% of the Company’s issued ordinary share capital (adjusted for share issuance and cancellation) in any rolling 10-year period. In addition, as applicable, the Company is committed to not issuing new shares or reissuing treasury shares to executives under these equity plans that, when aggregated with issued and outstanding awards held by executives under all of the Company’s other equity plans, would exceed 5% of the issued ordinary share capital of the Company (adjusted for share issuance and cancellation) in any rolling 10-year period. Share-based compensation awards Awards granted under the OSP vest over a period of time (“time vested”), typically three years. Dividends do not accrue during the vesting period. The fair value of the award is derived from the closing share price on the date of grant. Awards granted under the POSP vest at the end of a three-year performance cycle (“performance vested”). The number of ordinary shares that vest vary with the Company’s performance against an adjusted operating profit measure. Dividends do not accrue during the vesting period. The fair value of the award is derived from the share price on the date of grant. Awards granted under the LTIP vest at the end of a three-year performance period. For grants awarded prior to fiscal 2023, the number of ordinary shares that vest will vary based on Company measures of inflation-indexed earnings per share (“EPS”), cash flow and total shareholder return (“TSR”) compared to a peer company set. Based on the performance conditions of these awards granted prior to fiscal 2023, these LTIP grants are treated as liability-settled awards. As such, the fair value of these awards is initially determined at the date of grant, and is remeasured at each balance sheet date until the liability is settled. Dividends accrue during the vesting period. As of July 31, 2023 and 2022, the total liability recorded in connection with these grants was $13 million and $11 million, respectively. In the first quarter of fiscal 2023, the Company granted awards under the LTIP in which the ordinary shares to be issued upon vesting vary based on fixed measures of Company defined EPS and return on capital employed (“ROCE”), as well as TSR compared to a peer company set. Dividend equivalents accrue during the vesting period. Based on these defined performance conditions, these grants are treated as equity-settled awards (“LTIP, equity-settled”) with the fair value determined on the date of grant. Specifically, the fair value of such awards that vest based on achievement of the EPS and ROCE measures was equal to the closing share price on the date of grant. The fair value of the awards that vest based on TSR was determined using a Monte-Carlo simulation, which estimated the fair value based on the Company's share price activity relative to the peer comparative set over the expected term of the award, risk-free interest rate, expected dividends, and the expected volatility of the shares of the Company and that of the peer company set. The following table summarizes the share-based incentive awards activity for fiscal 2023: Number of Shares Weighted Average grant date fair value Outstanding as July 31, 2022 1,576,554 $100.03 Time vested grants 119,470 100.71 Performance vested grants 279,310 100.71 LTIP, equity settled grants 37,676 91.84 Share adjustments based on performance (138,795) 103.24 Vested (620,200) 75.74 Forfeited (95,342) 112.83 Outstanding at July 31, 2023 1,158,673 $111.57 The following table relates to time vested, performance vested and long-term incentive awards activity: For the years ended July 31, (In millions, except per share amounts) 2023 2022 2021 Fair value of awards vested $67 $94 $60 Weighted average grant date fair value per share granted $99.95 $134.88 $98.53 The following table relates to all share-based compensation awards: For the years ended July 31, (In millions) 2023 2022 2021 Share-based compensation expense (within SG&A) $51 $57 $77 Income tax benefit 11 20 20 Total unrecognized share-based payment expense for all share-based payment plans was $52 million at July 31, 2023, which is expected to be recognized over a weighted average period of 1.5 years. Employee share purchase plan The Ferguson Group Employee Share Purchase Plan 2021 provides for a limit of 20 million ordinary shares that can be awarded under the plan subject to certain guidelines set forth in the plan that are consistent with the limits as described above. As of July 31, 2023, 19.6 million ordinary shares remain available for allotment under the rules of the Ferguson Group Employee Share Purchase Plan 2021. The exercise price per ordinary share will be prescribed by the Board for each offering period and may not be less than 85% of the lesser of the market value of an ordinary share on the date of grant and the market value of an ordinary share on the date of exercise. During fiscal 2023, there were approximately 151,034 shares purchased under the employee share purchase plan at an average price of $111.75. |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company acquired the following businesses during fiscal 2023. Each of the acquired businesses are engaged in the distribution of plumbing and heating products and was acquired to support growth, primarily in the United States. While many of our acquisitions are structured as asset transactions, the Company substantially purchased the acquiree's business and therefore all transactions have been accounted for as a business combination pursuant to ASC 805. Name Date of acquisition Country of Acquired % Monark Premium Appliance August 2022 USA 100 % Guarino Distributing Company, L.L.C. November 2022 USA 100 % Airefco, Inc. December 2022 USA 100 % Power Process Equipment, Inc. December 2022 USA 100 % Pipelines, Inc. January 2023 USA 100 % S.G. Torrice, LLC June 2023 USA 100 % Bruce Supply Corp. July 2023 USA 100 % Kennedy Culvert & Supply Company July 2023 USA 100 % The following table summarizes the preliminary purchase price allocations for the assets acquired and liabilities assumed in regards to the Company's acquisitions occurring in fiscal 2023 and 2022: Acquisitions occurring in (In millions) 2023 2022 Intangible assets: Trade names and brands $9 $27 Customer relationships 207 282 Other 4 17 Operating lease right-of-use assets 66 65 Property, plant and equipment 11 11 Inventories 180 139 Receivables and other assets 134 91 Cash and cash equivalents 3 18 Lease liabilities (66) (65) Trade and other payables (80) (68) Deferred tax — (17) Provisions (4) (1) Total 464 499 Goodwill 198 224 Consideration $662 $723 Satisfied by: Cash $619 $668 Deferred consideration 43 55 Total consideration $662 $723 The fair values of the assets acquired in fiscal 2023 are considered preliminary and are based on management’s best estimates. Further adjustments may be necessary in connection with acquisitions completed in fiscal 2023 when additional information becomes available about events that existed at the date of acquisition. Amendments to fair value estimates may be made to these figures during the measurement period following the date of acquisition. There were no material adjustments in fiscal 2023 related to the closing of the measurement period of acquisitions made in fiscal 2022. As of the date of this Annual Report, the Company has made all known material adjustments related to acquisitions in fiscal 2023. The fair value estimates of intangible assets are considered non-recurring, Level 3 measurements within the fair value hierarchy and are estimated as of each respective acquisition date. The goodwill on these acquisitions is attributable to the anticipated profitability of the new markets and product ranges to which the Company has gained access and additional profitability, operating efficiencies and other synergies available in connection with existing markets. All goodwill acquired during fiscal 2023 is in the United States segment with all goodwill expected to be deductible for tax purposes. Deferred consideration represents the expected payout due to certain sellers of acquired businesses that is subject to either 1) a contractual settle-up period or 2) a contingency related to contractually defined performance metrics. If the deferred consideration is contingent on achieving performance metrics, the liability is estimated using assumptions regarding the expectations of an acquiree’s ability to achieve the contractually defined performance metrics over a period of time that typically spans one The businesses acquired in fiscal 2023 contributed $238 million to net sales and $3 million to the Company’s income before income tax, including acquired intangible asset amortization, transaction and integration costs for the period between the date of acquisition and July 31, 2023. Acquisition costs in fiscal 2023 was $5 million (2022: $10 million). Acquisition costs are expensed as incurred and included in SG&A in the Company’s consolidated statements of earnings. The net outflow of cash in respect of the purchase of businesses is as follows: For the years ended July 31, (In millions) 2023 2022 Purchase consideration $619 $668 Cash and cash equivalents acquired (3) (18) Cash consideration paid, net of cash acquired 616 650 Deferred and contingent consideration paid for prior years’ acquisitions (1) 34 22 Net cash outflow in respect of the purchase of businesses $650 $672 (1) Included in other financing activities in the consolidated statements of cash flows Pro forma disclosures If each acquisition had been completed on the first day of the prior fiscal year, the Company’s unaudited pro forma net sales would have been: Year ended July 31, (In millions) 2023 2022 Pro forma net sales $30,299 $29,354 The impact on income before income tax in fiscal 2023 and 2022, including additional intangible asset amortization, transaction and integration costs, would not be material. The unaudited pro forma results presented herein do not necessarily represent financial results that would have been achieved had the acquisition actually occurred at the beginning of the prior fiscal year. |
Discontinued operations and dis
Discontinued operations and disposals | 12 Months Ended |
Jul. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations and disposals | Discontinued operations and disposals On January 29, 2021, the Company disposed of the shares in its U.K. business, Wolseley UK Limited. As such, the disposal group has been presented as a discontinued operation. The results from discontinued operations, which have been included in the consolidated statements of earnings are as follows: Year ended July 31, (In millions, except per share amounts) 2022 2021 Net sales $— $1,138 Cost of sales — (879) Gross profit — 259 Selling, general and administrative expenses — (194) Depreciation and amortization — (11) Gain (loss) on disposal of business, net 23 (200) Income (loss) before income tax 23 (146) Provision for income taxes — (12) Income (loss) from discontinued operations $23 ($158) Earnings per share - Basic $0.11 ($0.70) Earnings per share - Diluted $0.10 ($0.70) In fiscal 2022, the gain on disposal of business comprised a gain on the sale of land in connection with the Company’s former Nordic operations that were disposed of in a prior year, generating $24 million in cash flow from investing activities. In fiscal 2021, the net loss on disposal of business primarily related to the disposal of the U.K. business, Wolseley UK Limited, comprising a loss on disposal of $449 million of the U.K. business, partially offset by a $235 million gain from the reclassification of currency translation adjustments from accumulated other comprehensive loss into income following the abandonment of former financing subsidiaries, as well as a $14 million gain on a prior year’s disposal of assets. The Company had no material activity related to discontinued operations in fiscal 2023. |
Related party transactions
Related party transactions | 12 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactionsFor fiscal 2023, the Company purchased $27 million (2022: $22 million and 2021: $24 million) of delivery, installation and related administrative services from companies that are, or are indirect wholly owned subsidiaries of companies that are, controlled or significantly influenced by a Ferguson Non-Employee Director. No material amounts are due to such companies. The services are purchased on an arm’s-length basis. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation These consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All intercompany transactions are eliminated from the consolidated financial statements. In the current year, the Company has disaggregated the Increase (decrease) in income taxes within Cash flows from operating activities into Changes in deferred income taxes and Increase (decrease) in income taxes payable. Prior year amounts have also been disaggregated to conform to current year presentation. The disaggregation did not result in any changes to total Cash flows from operating activities. |
Fiscal year | Fiscal year Except as otherwise specified, references to years indicate our fiscal year ended July 31 of the respective year. For example, references to “fiscal 2023” or similar references refer to the fiscal year ended July 31, 2023. |
Use of estimates | Use of estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. |
Accounts receivables | Accounts receivables |
Advertising and marketing costs | Advertising and marketing costsAdvertising costs, including digital, television, radio and print, are expensed when the advertisement first appears. Certain marketing, or co-op, contributions are received to fund marketing activities of specific, incremental, and identifiable costs incurred to promote suppliers’ products or activities, which are recorded in SG&A as reductions of the related marketing costs. |
Business combinations | Business combinations The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks with original maturities of three months or less and overdrafts to the extent there is a legal right of offset and practice of net settlement with cash balances. Restricted cash consists of deferred consideration for business combinations, subject to various settlement agreements, as well as funds used to collateralize certain letters of credit. These amounts are recorded in prepaid and other current assets and other non-current assets in the Company’s consolidated balance sheets. |
Concentrations of credit risk | Concentrations of credit risk The Company monitors credit risk associated with those financial institutions with which it conducts significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments and our credit facilities, is not considered significant, as we primarily conduct business with large, well-established financial institutions. This risk is managed by setting credit and settlement limits for approved counterparties. In addition, the Company has established guidelines that it follows regarding counterparty credit ratings which are monitored regularly, seeking to limit its exposure to any individual counterparty. The concentration of credit risk was deemed not significant as of July 31, 2023 and 2022. |
Cost of sales | Cost of sales Cost of sales includes the cost of goods purchased for resale, net of earned rebates, and the cost of bringing inventory to a sellable location and condition. As the Company does not produce or manufacture products, its inventories are finished goods and therefore depreciation related to warehouse facilities and equipment is presented separately within operating expenses. |
Derivative instruments and hedging activity | Derivative instruments and hedging activity Derivative financial instruments, in particular interest rate swaps and foreign exchange swaps, are used to manage the financial risks arising from the Company’s business activities and the financing of those activities. Derivatives are not used for speculative purposes or trading activities and have generally not been significant. Derivatives are measured at their fair values and included in other assets and other liabilities in the consolidated balance sheets. When the hedging relationship is classified as an effective fair value hedge, the carrying amount of the hedged asset or liability is adjusted by the change in its fair value attributable to the hedged risk and the resulting gain or loss is recognized in the consolidated statements of earnings where it will be offset by the change in the fair value of the hedging instrument. |
Discontinued operations | Discontinued operations When the Company has disposed of, or classified as held for sale, a business component that represents a strategic shift with significant effect on the Company’s operations and financial results, it classifies that business component as a discontinued operation and retrospectively presents discontinued operations for the comparable periods. The post-tax income, or loss, of discontinued operations are shown as a single line on the face of the consolidated statements of earnings. The disposal of the discontinued operation would also result in a gain or loss upon final disposal. |
Fair value measurements | Fair value measurements The applicable accounting guidance for fair value measurements established a fair value hierarchy. The fair value hierarchy established under this guidance prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. |
Foreign currency | Foreign currency The consolidated financial statements are presented in U.S. dollars. Results of operations of foreign subsidiaries are translated into U.S. dollars using average exchange rates during the year. The assets and liabilities of those subsidiaries are translated into U.S. dollars using exchange rates at the current rate of exchange on the last day of the reporting period. These foreign currency translation adjustments are included in accumulated other comprehensive loss. Foreign currency transaction gains and losses are not material. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired business at the date of acquisition. Goodwill is not amortized but is carried at cost less accumulated impairment losses. The Company performs an annual impairment assessment in the fourth quarter of each fiscal year, or more frequently if changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The annual impairment assessment begins with an option to assess qualitative factors to determine whether a quantitative evaluation is appropriate for determining potential goodwill impairment. The quantitative impairment assessment compares the fair value of the reporting unit to its carrying value. The reporting units represent the lowest level within the Company at which the associated goodwill is monitored for management purposes and are based on the markets where the business operates. The fair value of a reporting unit is determined using the income approach, which requires significant assumptions regarding future operations and the ability to generate cash flows. These assumptions include a forecast of future operating cash flows, capital requirements and a discount rate. Where the carrying value of a reporting unit exceeds the fair value, an impairment loss is recorded in the consolidated statements of earnings. |
Other intangible assets | Other intangible assets Definite-lived intangible assets are primarily comprised of customer relationships, trade names and other intangible assets, acquired as part of business combinations and are capitalized separately from goodwill and carried at cost less accumulated amortization and accumulated impairment losses. Computer software that is not integral to an item of property, plant and equipment is recognized separately as an intangible asset and is carried at cost less accumulated amortization and accumulated impairment losses. Costs may include software licenses and external and internal costs directly attributable to the development, design and implementation of the computer software. Costs in respect of training and data conversion are expensed as incurred. |
Impairment of long-lived assets | Impairment of long-lived assets The recoverability of long-lived assets, including property, plant and equipment, right of use assets and definite-lived intangible assets, is evaluated when events or changes in circumstances indicate that the carrying amounts of an asset group may not be recoverable. Long-lived depreciable and amortizable assets are tested for impairment in asset groups, which are defined as the lowest level of assets that generate identifiable cash flows that are largely independent of the cash flows of other asset groups. A potential impairment has occurred for an asset group if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. |
Inventories | Inventories Inventories, which comprise goods purchased for resale, are stated at the lower of cost or net realizable value. Cost is primarily determined using the average cost method. The cost of goods purchased for resale includes import and custom duties, transport and handling costs, freight and packing costs and other attributable costs less trade discounts and rebates. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. |
Leases | Leases The Company enters into contractual arrangements for the utilization of certain non-owned assets. These principally relate to property for the Company’s branches, distribution centers and offices which have varying terms including extension and termination options and periodic rent reviews. The Company determines if an arrangement is a lease at inception. Leases are evaluated at commencement to determine proper classification as an operating lease or a finance lease. The Company’s leases primarily consist of operating leases. The Company recognizes a right-of-use (“ROU”) asset and lease liability at lease commencement based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate as the discount rate as most of the Company’s lease arrangements do not provide an implicit borrowing rate. The incremental borrowing rate is estimated using a combination of U.S. Treasury note rates corresponding to lease terms, as well as a blended credit risk spread. For operating leases, fixed lease payments are recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components. Certain lease agreements include variable lease payments that depend on an index, as well as payments for non-lease components, such as common area maintenance, and certain pass-through operating expenses such as real estate taxes and insurance. In instances where these payments are fixed, they are included in the measurement of our lease liabilities, and when variable, are excluded and recognized in the period in which the obligations for those payments are incurred. The Company’s leases do not contain any material residual value guarantees or payments under purchase and termination options which are reasonably certain to be exercised. Lease terms are initially determined as the non-cancelable period of a lease adjusted for options to extend or terminate a lease that are reasonably certain to be exercised. Generally, the Company’s real estate leases have initial terms of three two Right of use assets are carried at cost less accumulated amortization, impairment losses, and any subsequent remeasurement of the lease liability. Initial cost comprises the lease liability adjusted for lease payments at or before the commencement date, lease incentives received, initial direct costs and an estimate of restoration costs. The Company recognizes minimum rent expense on a straight-line basis over the lease term. |
Property, plant and equipment (“PPE”) | Property, plant and equipment (“PPE”) PPE is recorded at cost less accumulated depreciation. Cost includes expenditures necessary to acquire and prepare PPE for its intended use. In addition, subsequent costs that increase the productive capacity or extend the useful life of PPE are capitalized. The cost of repairs and maintenance are expensed as incurred. |
Rebates, Revenue recognition | Rebates The Company has agreements (“supplier rebates”) with a number of its suppliers whereby volume-based rebates and other discounts are received in connection with the purchase of goods for resale from those suppliers. The majority of volume-based supplier rebates are determined by reference to guaranteed rates of rebate. These calculations require minimal judgment. A small proportion of volume-based supplier rebates are subject to tiered targets where the rebate percentage increases as volumes purchased reach agreed targets within a set period of time. The Company estimates supplier rebates based on forecasts which are informed by historical trading patterns, current performance and trends. Rebates relating to the purchase of goods for resale are accrued as earned and are recorded initially as a deduction to the cost of inventory with a subsequent reduction in cost of sales when the related goods are sold. When the Company has the right to offset and net settles with the supplier, the supplier rebate receivables are offset with amounts owed to the supplier at the balance sheet date and are included within accounts payable. When the Company does not have the legal right of offset, the supplier rebate receivables are recorded in prepaid and other current assets in the consolidated balance sheets. Revenue recognition The Company recognizes revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, others), the transaction price is fixed or determinable, collection of consideration is probable and the Company has satisfied its performance obligation per the sales arrangement. The majority of the Company’s revenue originates from sales arrangements with a single performance obligation to deliver products, whereby performance obligations are satisfied when control of the product is transferred to the customer which is the point they are delivered to, or collected by, the customer. Therefore, shipping and handling activities are not deemed a separate performance obligation. Payment terms between the Company and its customers vary by the type of customer, country of sale and the products sold. The Company does not have significant financing components in its contracts and the payment due date is typically shortly after sale. In some limited cases, the Company’s contracts contain services and products that are deemed one performance obligation as the services are highly interdependent and interrelated with the products or are significantly integrated with the products. Contracts in which services provided are a separately identifiable performance obligation are not material. In some instances, goods are delivered directly to the customer by the supplier. The Company has concluded that it is the principal in these transactions as it is primarily responsible to the customer for fulfilling the obligation and has the responsibility for identifying and directing the supplier to deliver the goods to the customer. The Company offers a right of return to its customers for most goods sold. Revenue is reduced by the amount of expected returns in the period in which the related revenue is recorded with a corresponding liability recorded in other current liabilities. The Company also recognizes a returned asset in prepaid and other current assets with a corresponding adjustment to cost of sales, for the right to recover the returned goods, measured at the former carrying value, less any expected recovery costs. |
Share-based compensation | Share-based compensation Share-based incentives are provided to associates under the Company’s long-term incentive plans and all-employee sharesave plans. The Company recognizes a compensation cost in respect of these plans that is primarily based on the fair value of the awards. For equity-settled plans, the fair value is determined at the date of grant and is not subsequently remeasured unless the conditions on which the award was granted are modified. For liability-settled plans, the fair value is initially determined at the date of grant and is remeasured at each balance sheet date until the liability is settled. The related liability is recorded in other current liabilities and other long-term liabilities. Generally, the compensation cost is recognized on a straight-line basis over the vesting period, utilizing cumulative catch-up for changes in the liability-settled plans. Estimates of expected forfeitures are made at the date of grant based on historical experience to appropriately reduce expense for those grants expected not to satisfy service conditions, or based on expected performance for non-market performance conditions. The estimated forfeitures are adjusted when facts and circumstances indicate the prior estimate is no longer appropriate. |
Tax | Tax The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would be able to realize our DTAs in the future in excess of their net recorded amount, the DTA valuation allowance would be appropriately adjusted, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with Accounting Standard Codification (“ASC”) 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard aims to enhance transparency of supplier finance programs used in connection with the purchase of goods and services. The standard requires entities to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under such programs, a description of where those obligations are presented on the balance sheet, and an annual rollforward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. ASU No. 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the required rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company will adopt ASU No. 2022-04 as of August 1, 2023. As of July 31, 2023, activity under the Company’s supplier finance agreements was not material. The Company will continue to evaluate for future disclosure. Recent accounting pronouncements pending adoption that are not discussed above are either not applicable, or will not have, or are not expected to have, a material impact on our consolidated financial condition, results of operations or cash flows. |
Legal matters | The Company is, from time to time, involved in various legal proceedings considered to be normal course of business in relation to, among other things, the products that we supply, contractual and commercial disputes and disputes with employees. Provision is made if, on the basis of current information and professional advice, liabilities are considered probable. In the case of unfavorable outcomes, the Company may benefit from applicable insurance protection. The Company does not expect any of its pending legal proceedings to have a material adverse effect on its results of operations, financial position or cash flows. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Net Advertising Expense | The following table presents net advertising expenses included in SG&A: For the years ended July 31, (In millions) 2023 2022 2021 Net advertising and marketing costs $403 $389 $299 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. As of July 31, (In millions) 2023 2022 Cash and cash equivalents $601 $771 Restricted cash 68 14 Total cash, cash equivalents and restricted cash $669 $785 |
Schedule of Finite-Lived Intangible Assets | The estimated useful life of the respective intangible assets are as follows: Customer relationships 4 – 15 years Trade names and brands 1 – 15 years Software 3 – 5 years Other 1 – 5 years As of July 31, 2023 As of July 31, 2022 (In millions, except remaining useful life) Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Software 4 $283 ($197) $370 ($198) Customer relationships* 8 1,345 (750) 1,138 (662) Tradenames and brands* 4 268 (200) 258 (171) Other* 3 209 (175) 206 (159) Total intangible assets $2,105 ($1,322) $1,972 ($1,190) * Acquired intangible assets |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Assets are depreciated to their estimated residual value using the straight-line method over their estimated useful lives as follows: Owned buildings 20 - 50 years Leasehold improvements Period of lease Plant and machinery 10 years Computer hardware 3 - 5 years Furniture, fixtures, equipment 5 - 7 years Vehicles 4 years Property, plant and equipment consisted of the following: As of July 31, (In millions) 2023 2022 Land $348 $273 Buildings 1,134 1,103 Leasehold improvements 529 455 Plant and machinery 834 719 Other equipment 156 146 Property, plant and equipment 3,001 2,696 Less: Accumulated depreciation (1,406) (1,320) Property, plant and equipment, net $1,595 $1,376 |
Revenue and segment informati_2
Revenue and segment information (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Segment results were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Net sales: United States $28,291 $27,067 $21,478 Canada 1,443 1,499 1,314 Total net sales $29,734 $28,566 $22,792 Adjusted operating profit: United States $2,892 $2,893 $2,070 Canada 76 112 76 Central and other costs (51) (54) (54) Business restructurings (1) — — 11 Corporate restructurings (2) — (17) (22) Impairment and other charges (3) (125) — — Amortization of acquired intangible assets (133) (114) (131) Interest expense, net (184) (111) (98) Other (expense) income, net (11) (1) 10 Income before income taxes $2,464 $2,708 $1,862 (1) For fiscal 2021, business restructuring reflects the release of provisions in connection with previously anticipated COVID-19 cost actions recorded in fiscal 2020. (2) For fiscal 2022 and 2021, corporate restructuring costs primarily related to the incremental costs of the Company’s listing in the United States. (3) See Note 8, Other intangible assets for further information. An additional disaggregation of net sales by end market for continuing operations is as follows: For the years ended July 31, (In millions) 2023 2022 2021 United States: Residential $14,820 $14,657 $11,990 Non-residential: Commercial 9,213 8,600 6,661 Civil/Infrastructure 2,344 2,163 1,506 Industrial 1,914 1,647 1,321 Total Non-residential 13,471 12,410 9,488 Total United States 28,291 27,067 21,478 Canada 1,443 1,499 1,314 Total net sales $29,734 $28,566 $22,792 Capital expenditures and depreciation and amortization by segment were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Capital expenditures: United States $423 $283 $232 Canada 18 7 9 Total capital expenditures $441 $290 $241 Depreciation and amortization: United States (1) $313 $292 $288 Canada 8 9 9 Corporate — — 1 Total depreciation and amortization $321 $301 $298 (1) Includes amortization of acquired intangible assets of $133 million, $114 million and $131 million in 2023, 2022 and 2021, respectively. These amounts are not included in the United States segment adjusted operating profit. Assets by segment included: As of July 31, (In millions) 2023 2022 Assets: United States $14,167 $13,747 Canada 795 802 Corporate 1,032 1,112 Total assets $15,994 $15,661 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the calculation of diluted shares: For the years ended July 31, (In millions, except per share amounts) 2023 2022 2021 Income from continuing operations $1,889 $2,099 $1,630 Income (loss) from discontinued operations (net of tax) — 23 (158) Net income $1,889 $2,122 $1,472 Weighted average number of shares outstanding: Basic weighted average shares 206.4 217.7 223.5 Effect of dilutive shares 0.8 1.2 1.3 Diluted weighted average shares 207.2 218.9 224.8 Earnings per share - Basic: Continuing operations $9.15 $9.64 $7.29 Discontinued operations — 0.11 (0.70) Total $9.15 $9.75 $6.59 Earnings per share - Diluted: Continuing operations $9.12 $9.59 $7.25 Discontinued operations — 0.10 (0.70) Total $9.12 $9.69 $6.55 Excluded anti-dilutive shares 0.1 0.1 0.1 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before income tax by geographical area consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 United Kingdom $80 $102 $123 United States 2,011 2,222 1,385 International 373 384 354 Total $2,464 $2,708 $1,862 |
Schedule of Provision for Income Tax | Provision for income taxes consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Current: United Kingdom $— ($18) $5 Federal and state (U.S.) 624 528 364 International 55 58 48 Total current $679 $568 $417 Deferred: United Kingdom $17 $20 ($8) Federal and state (U.S.) (120) 20 (176) International (1) 1 (1) Total deferred ($104) $41 ($185) Provision for income taxes $575 $609 $232 |
Schedule of Reconciliation of Income Tax Expense | The following is a reconciliation of income tax expense with income taxes at the U.K. statutory rate: For the years ended July 31, (In millions) 2023 2022 2021 Provision for income taxes at U.K. statutory rate (1) $518 21.0 % $515 19.0 % $354 19.0 % Non-U.K. tax rate differentials 68 2.8 127 4.7 68 3.7 Impact of change in reserves 8 0.3 8 0.2 (138) (7.4) Tax rate change — — — — (29) (1.6) Tax credits (15) (0.6) (9) (0.3) (12) (0.6) Non-taxable income (6) (0.2) (9) (0.3) (18) (1.0) Other 2 — (23) (0.8) 7 0.4 Income tax expense $575 23.3 % $609 22.5 % $232 12.5 % (1) Ferguson plc is tax resident in the U.K. Therefore, the Company has utilized the U.K. statutory rate. Since the change in statutory rate transitioned between fiscal years, the Company utilized a prorated statutory rate during fiscal 2023. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: As of July 31, (In millions) 2023 2022 Assets: Deferred compensation $69 $48 Tax loss carryforwards 186 184 Lease liabilities 378 306 Sales returns and other liabilities 123 103 Inventory 46 50 Capitalized research and development 44 — Other 48 51 Total deferred tax assets 894 742 Valuation allowance (81) (77) Total deferred tax assets, net of valuation allowance $813 $665 Liabilities: Right of use assets ($374) ($306) Goodwill and intangible assets (118) (119) Property, plant and equipment (21) (14) Tax method change — (49) Total deferred tax liabilities (513) (488) Net deferred tax assets $300 $177 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reconciles the beginning and ending amount of our gross unrecognized tax benefits: For the years ended July 31, (In millions) 2023 2022 2021 Unrecognized tax benefits at beginning of fiscal year $140 $132 $245 Additions based on tax positions related to current year 27 27 28 Additions for tax positions of prior years 2 11 2 Reductions for tax positions of prior years — — (8) Reductions due to lapse of statute of limitations (25) (30) (135) Unrecognized tax benefits $144 $140 $132 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Assets are depreciated to their estimated residual value using the straight-line method over their estimated useful lives as follows: Owned buildings 20 - 50 years Leasehold improvements Period of lease Plant and machinery 10 years Computer hardware 3 - 5 years Furniture, fixtures, equipment 5 - 7 years Vehicles 4 years Property, plant and equipment consisted of the following: As of July 31, (In millions) 2023 2022 Land $348 $273 Buildings 1,134 1,103 Leasehold improvements 529 455 Plant and machinery 834 719 Other equipment 156 146 Property, plant and equipment 3,001 2,696 Less: Accumulated depreciation (1,406) (1,320) Property, plant and equipment, net $1,595 $1,376 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Leases [Abstract] | |
Lease Related Assets and Liabilities Disclosures | Lease-related assets and liabilities consisted of the following: As of July 31, (In millions) 2023 2022 Assets: Operating lease right-of-use assets $1,474 $1,200 Liabilities: Current portion of operating lease liabilities $366 $321 Long-term portion of operating lease liabilities 1,126 878 Total lease liabilities $1,492 $1,199 |
Schedule of Lease Cost | The components of leasing costs, included in SG&A, consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Operating lease costs $390 $349 $318 Variable lease costs 85 72 62 Short-term lease costs 23 14 1 Total lease costs $498 $435 $381 The weighted average remaining lease terms and discount rates for the Company’s operating leases were as follows: As of July 31, 2023 2022 Weighted average remaining lease term (years) 5.5 5.1 Weighted average discount rate 4.0 % 3.3 % Supplemental cash flow information related to leases from continuing operations consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Cash paid for operating leases (operating cash flows) $379 $337 $321 Lease assets obtained in exchange for new operating lease liabilities (non-cash) 309 362 158 |
Schedule of Lease Maturity | The future minimum rental payments under operating lease obligations, having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows: As of July 31, (In millions) 2023 2024 $377 2025 357 2026 289 2027 214 2028 157 Thereafter 295 Total undiscounted lease payments 1,689 Less: imputed interest (197) Present value of liabilities $1,492 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the net carrying amount of goodwill allocated by reportable segment for the years ended July 31, 2023 and 2022: (In millions) United States Canada Total Balance as of July 31, 2021 $1,670 $158 $1,828 Acquisitions 224 — 224 Effect of currency translation adjustment — (4) (4) Balance as of July 31, 2022 1,894 154 2,048 Acquisitions 198 — 198 Effect of currency translation adjustment — (5) (5) Balance as of July 31, 2023 $2,092 $149 $2,241 Cumulative goodwill impairment as of July 31, 2023 $108 $11 $119 |
Other intangible assets (Tables
Other intangible assets (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The estimated useful life of the respective intangible assets are as follows: Customer relationships 4 – 15 years Trade names and brands 1 – 15 years Software 3 – 5 years Other 1 – 5 years As of July 31, 2023 As of July 31, 2022 (In millions, except remaining useful life) Weighted average remaining useful life (years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Software 4 $283 ($197) $370 ($198) Customer relationships* 8 1,345 (750) 1,138 (662) Tradenames and brands* 4 268 (200) 258 (171) Other* 3 209 (175) 206 (159) Total intangible assets $2,105 ($1,322) $1,972 ($1,190) * Acquired intangible assets |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of July 31, 2023, expected amortization expense for the unamortized definite-lived intangible assets for the next five years and thereafter is as follows: As of July 31, (In millions) 2023 2024 $164 2025 160 2026 123 2027 103 2028 85 Thereafter 148 Total $783 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt obligations consisted of the following: As of July 31, (In millions) 2023 2022 Variable-rate debt: Receivables Facility $50 $455 Term Loan 500 — Private Placement Notes: 3.43% due September 2022 — 250 3.30% due November 2023 55 55 3.44% due November 2024 150 150 3.73% due September 2025 400 400 3.51% due November 2026 150 150 3.83% due September 2027 150 150 Unsecured Senior Notes: 4.50% due October 2028 750 750 3.25% due June 2030 600 600 4.25% due April 2027 300 300 4.65% due April 2032 700 700 Subtotal $3,805 $3,960 Less: current maturities of debt (55) (250) Unamortized discounts and debt issuance costs (22) (24) Interest rate swap - fair value adjustment (17) (7) Total long-term debt $3,711 $3,679 |
Schedule of Maturities of Long-Term Debt | Debt maturities, exclusive of unamortized original issue discounts, unamortized debt issuance costs, fair-value hedge adjustments, and finance lease obligations, for the next five fiscal years and thereafter are as follows: As of July 31, (In millions) 2023 2024 $55 2025 150 2026 950 2027 450 2028 150 Thereafter 2,050 Total $3,805 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Recorded at Fair Value | Carrying amounts and the related estimated fair value of the Company’s long-term debt were as follows: As of July 31, 2023 2022 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Unsecured Senior Notes $2,330 $2,195 $2,328 $2,350 Private Placement Notes 904 871 1,153 1,142 |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The change in accumulated other comprehensive loss was as follows: (In millions, net of tax) Foreign currency translation Pensions Total Balance at July 31, 2020 ($566) ($479) ($1,045) Other comprehensive income before reclassifications 35 66 101 Amounts reclassified from accumulated other comprehensive loss 135 13 148 Other comprehensive income 170 79 249 Balance as of July 31, 2021 ($396) ($400) ($796) Other comprehensive loss before reclassifications (24) (18) (42) Amounts reclassified from accumulated other comprehensive loss — 8 8 Other comprehensive loss (24) (10) (34) Balance as of July 31, 2022 ($420) ($410) ($830) Other comprehensive loss before reclassifications (9) (57) (66) Amounts reclassified from accumulated other comprehensive loss — 8 8 Other comprehensive loss (9) (49) (58) Balance as of July 31, 2023 ($429) ($459) ($888) |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive loss related to pension and other post-retirement items include the related income tax impacts. Such amounts consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Amortization of actuarial losses $11 $10 $18 Tax benefit (3) (2) (5) Amounts reclassified from accumulated other comprehensive loss, net of tax $8 $8 $13 |
Retirement benefit obligations
Retirement benefit obligations (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The funded status of the Company’s plans was as follows, valued with a measurement date of July 31 for each year: For the years ended July 31, (In millions) 2023 2022 Change in net benefit obligations: Beginning balance $1,402 $2,208 Interest cost 51 41 Actuarial gain (245) (554) Benefits paid (57) (71) Exchange rate adjustment 67 (222) Ending balance $1,218 $1,402 Change in assets at fair value: Beginning balance $1,508 $2,304 Actual return on plan assets (279) (506) Company contributions 24 15 Benefits paid (57) (71) Exchange rate adjustment 74 (234) Ending balance at fair value $1,270 $1,508 Funded status of plans $52 $106 |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the consolidated balance sheets consisted of: As of July 31, (In millions) 2023 2022 Non-current asset $55 $114 Non-current liability (3) (8) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in accumulated other comprehensive loss: As of July 31, (In millions) 2023 2022 Net actuarial loss $602 $537 Income tax impact (143) (127) Accumulated other comprehensive loss $459 $410 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Components of other comprehensive loss (income) consisted of the following: For the years ended July 31, (In millions) 2023 2022 2021 Net actuarial loss (gain) $83 ($3) ($78) Amortization of net actuarial loss (11) (10) (18) Impact of exchange rates (7) 12 — Income tax impact (16) 11 17 Other comprehensive loss (income), net of tax $49 $10 ($79) |
Schedule of Net Benefit Costs | The components of net periodic pension costs associated with all of the Company’s plans were as follows: For the years ended July 31, (In millions) 2023 2022 2021 Selling, general and administrative expenses Service costs $— $— $3 Other expense (income), net Amortization of net actuarial losses 11 10 18 Interest cost 51 41 32 Expected return on plan assets (49) (45) (60) Net periodic cost (income) $13 $6 ($7) Weighted average assumptions: Discount rate, net periodic benefit cost 3.53 % 1.78 % 1.56 % Discount rate, benefit obligations 5.05 % 3.53 % 1.78 % Expected return on plan assets 3.41 % 2.12 % 2.60 % Wage inflation growth rate 2.50 % 2.35 % 2.13 % |
Schedule of Allocation of Plan Assets | The Company’s weighted average asset allocations by asset category were as follows: As of July 31, 2023 2022 Asset category: Equity securities 3 % 2 % Fixed income securities 61 67 Cash, cash equivalents and other short-term investments 2 2 Guaranteed insurance policies 34 29 Total 100 % 100 % The following tables present the fair value of the Company’s plan assets using the fair value hierarchy: As of July 31, 2023 (In millions) Total Level 1 Level 2 Level 3 U.K. Plan assets: Fixed income securities: Corporate $319 $2 $224 $93 Asset backed 1 — 1 — Government 410 406 4 — Cash, cash equivalents and other short-term investments 29 28 1 — Insurance policies 417 — — 417 Canada Plan assets: Equity securities 33 33 — — Fixed income securities: Corporate 9 — 9 — Government 32 — 32 — Cash and cash equivalents 1 1 — — Other 19 11 8 — $1,270 $481 $279 $510 As of July 31, 2022 (In millions) Total Level 1 Level 2 Level 3 U.K. Plan assets: Fixed income securities: Corporate $639 $8 $492 $139 Asset backed 80 16 58 6 Government 246 — 239 7 Cash and cash equivalents 25 22 3 — Insurance policies 418 — — 418 Canada Plan assets: Equity securities 35 35 — — Fixed income securities: Corporate 7 — 7 — Government 32 — 32 — Cash and cash equivalents 1 1 — — Other 25 14 11 — $1,508 $96 $842 $570 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3): For the years ended July 31, (In millions) 2023 2022 Beginning balance $570 $786 Transfers into Level 3 67 — Transfers out of Level 3 (131) — Actual returns 1 (108) Purchases, sales and settlements, net (24) (20) Impact of exchange rates 27 (88) Ending balance $510 $570 |
Schedule of Expected Benefit Payments | The Company expects the following benefit payments related to its defined benefit pension plans over the next 10 years: As of July 31, (In millions) 2023 2024 $60 2025 61 2026 63 2027 64 2028 66 2029-2033 351 Total $665 |
Shareholders_ equity (Tables)
Shareholders’ equity (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table presents a summary of the Company’s share activity: For the years ended July 31, 2023 2022 2021 Ordinary shares: Balance at beginning of period 232,171,182 232,171,182 232,171,182 Change in shares issued — — — Balance at end of period 232,171,182 232,171,182 232,171,182 Treasury shares: Balance at beginning of period (21,078,577) (9,862,816) (7,280,222) Repurchases of ordinary shares (7,022,242) (11,413,180) (3,020,368) Treasury shares used to settle share-based compensation awards 207,139 197,419 437,774 Balance at end of period (27,893,680) (21,078,577) (9,862,816) Employee Benefit Trust: Balance at beginning of period (846,491) (833,189) (1,277,347) New shares purchased — (600,000) — Employee Benefit Trust shares used to settle share-based compensation awards 572,460 586,698 444,158 Balance at end of period (274,031) (846,491) (833,189) Total shares outstanding at end of period 204,003,471 210,246,114 221,475,177 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Award Activity | The following table summarizes the share-based incentive awards activity for fiscal 2023: Number of Shares Weighted Average grant date fair value Outstanding as July 31, 2022 1,576,554 $100.03 Time vested grants 119,470 100.71 Performance vested grants 279,310 100.71 LTIP, equity settled grants 37,676 91.84 Share adjustments based on performance (138,795) 103.24 Vested (620,200) 75.74 Forfeited (95,342) 112.83 Outstanding at July 31, 2023 1,158,673 $111.57 The following table relates to time vested, performance vested and long-term incentive awards activity: For the years ended July 31, (In millions, except per share amounts) 2023 2022 2021 Fair value of awards vested $67 $94 $60 Weighted average grant date fair value per share granted $99.95 $134.88 $98.53 |
Schedule of Share-based Compensation Awards | The following table relates to all share-based compensation awards: For the years ended July 31, (In millions) 2023 2022 2021 Share-based compensation expense (within SG&A) $51 $57 $77 Income tax benefit 11 20 20 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | Name Date of acquisition Country of Acquired % Monark Premium Appliance August 2022 USA 100 % Guarino Distributing Company, L.L.C. November 2022 USA 100 % Airefco, Inc. December 2022 USA 100 % Power Process Equipment, Inc. December 2022 USA 100 % Pipelines, Inc. January 2023 USA 100 % S.G. Torrice, LLC June 2023 USA 100 % Bruce Supply Corp. July 2023 USA 100 % Kennedy Culvert & Supply Company July 2023 USA 100 % The net outflow of cash in respect of the purchase of businesses is as follows: For the years ended July 31, (In millions) 2023 2022 Purchase consideration $619 $668 Cash and cash equivalents acquired (3) (18) Cash consideration paid, net of cash acquired 616 650 Deferred and contingent consideration paid for prior years’ acquisitions (1) 34 22 Net cash outflow in respect of the purchase of businesses $650 $672 (1) Included in other financing activities in the consolidated statements of cash flows |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocations for the assets acquired and liabilities assumed in regards to the Company's acquisitions occurring in fiscal 2023 and 2022: Acquisitions occurring in (In millions) 2023 2022 Intangible assets: Trade names and brands $9 $27 Customer relationships 207 282 Other 4 17 Operating lease right-of-use assets 66 65 Property, plant and equipment 11 11 Inventories 180 139 Receivables and other assets 134 91 Cash and cash equivalents 3 18 Lease liabilities (66) (65) Trade and other payables (80) (68) Deferred tax — (17) Provisions (4) (1) Total 464 499 Goodwill 198 224 Consideration $662 $723 Satisfied by: Cash $619 $668 Deferred consideration 43 55 Total consideration $662 $723 |
Business Acquisition, Pro Forma Information | If each acquisition had been completed on the first day of the prior fiscal year, the Company’s unaudited pro forma net sales would have been: Year ended July 31, (In millions) 2023 2022 Pro forma net sales $30,299 $29,354 |
Discontinued operations and d_2
Discontinued operations and disposals (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The results from discontinued operations, which have been included in the consolidated statements of earnings are as follows: Year ended July 31, (In millions, except per share amounts) 2022 2021 Net sales $— $1,138 Cost of sales — (879) Gross profit — 259 Selling, general and administrative expenses — (194) Depreciation and amortization — (11) Gain (loss) on disposal of business, net 23 (200) Income (loss) before income tax 23 (146) Provision for income taxes — (12) Income (loss) from discontinued operations $23 ($158) Earnings per share - Basic $0.11 ($0.70) Earnings per share - Diluted $0.10 ($0.70) |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 USD ($) extension | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||
Closure charges of underperforming branches | $ 125 | $ 0 | $ 0 |
Leases and Related Fixed Assets | |||
Accounting Policies [Line Items] | |||
Closure charges of underperforming branches | $ 18 | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Lease term (in years) | 3 years | ||
Lease term, extension (in years) | 2 years | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Lease term (in years) | 10 years | ||
Number of extension periods | extension | 4 | ||
Lease term, extension (in years) | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies - Advertising and Marketing Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net advertising and marketing costs | $ 403 | $ 389 | $ 299 |
Summary of significant accoun_6
Summary of significant accounting policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 601 | $ 771 | ||
Restricted cash | 68 | 14 | ||
Total cash, cash equivalents and restricted cash | $ 669 | $ 785 | $ 1,342 | $ 2,130 |
Summary of significant accoun_7
Summary of significant accounting policies - Useful Life of Intangible Assets (Details) | Jul. 31, 2023 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 8 years |
Trade names and brands | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 4 years |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 4 years |
Other | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 3 years |
Minimum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 4 years |
Minimum | Trade names and brands | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 1 year |
Minimum | Software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 3 years |
Minimum | Other | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 1 year |
Maximum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 15 years |
Maximum | Trade names and brands | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 15 years |
Maximum | Software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 5 years |
Maximum | Other | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining useful life (years) | 5 years |
Summary of significant accoun_8
Summary of significant accounting policies - Useful Life of PPE (Details) | Jul. 31, 2023 |
Owned buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 20 years |
Owned buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 50 years |
Plant and machinery | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Furniture, fixtures, equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Furniture, fixtures, equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 4 years |
Revenue and segment informati_3
Revenue and segment information - Narrative (Details) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 USD ($) segment | Jul. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
United States | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ | $ 1,545 | $ 1,336 |
Revenue and segment informati_4
Revenue and segment information - Items not Allocated (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Net sales: | |||
Total net sales | $ 29,734 | $ 28,566 | $ 22,792 |
Adjusted operating profit: | |||
Adjusted segment operating profit | 2,659 | 2,820 | 1,950 |
Central and other costs | (51) | (54) | (54) |
Impairments and other charges | (125) | 0 | 0 |
Amortization of acquired intangible assets | (133) | (114) | (131) |
Interest expense, net | (184) | (111) | (98) |
Other (expense) income, net | (11) | (1) | 10 |
Income before income taxes | 2,464 | 2,708 | 1,862 |
United States | |||
Net sales: | |||
Total net sales | 28,291 | 27,067 | 21,478 |
Adjusted operating profit: | |||
Adjusted segment operating profit | 2,892 | 2,893 | 2,070 |
Amortization of acquired intangible assets | (133) | (114) | (131) |
Canada | |||
Net sales: | |||
Total net sales | 1,443 | 1,499 | 1,314 |
Adjusted operating profit: | |||
Adjusted segment operating profit | 76 | 112 | 76 |
Business restructurings | |||
Adjusted operating profit: | |||
Restructuring costs | 0 | 0 | 11 |
Corporate restructurings | |||
Adjusted operating profit: | |||
Restructuring costs | $ 0 | $ (17) | $ (22) |
Revenue and segment informati_5
Revenue and segment information - Disaggregation of Net Sales (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 29,734 | $ 28,566 | $ 22,792 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 28,291 | 27,067 | 21,478 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 1,443 | 1,499 | 1,314 |
Residential | United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 14,820 | 14,657 | 11,990 |
Non-residential: | United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 13,471 | 12,410 | 9,488 |
Commercial | United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 9,213 | 8,600 | 6,661 |
Civil/Infrastructure | United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 2,344 | 2,163 | 1,506 |
Industrial | United States | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 1,914 | $ 1,647 | $ 1,321 |
Revenue and segment informati_6
Revenue and segment information - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total capital expenditures | $ 441 | $ 290 | $ 241 |
Total depreciation and amortization | 321 | 301 | 298 |
Amortization of acquired intangible assets | 133 | 114 | 131 |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Total depreciation and amortization | 0 | 0 | 1 |
United States | |||
Segment Reporting Information [Line Items] | |||
Amortization of acquired intangible assets | 133 | 114 | 131 |
United States | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total capital expenditures | 423 | 283 | 232 |
Total depreciation and amortization | 313 | 292 | 288 |
Canada | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total capital expenditures | 18 | 7 | 9 |
Total depreciation and amortization | $ 8 | $ 9 | $ 9 |
Revenue and segment informati_7
Revenue and segment information - Identifiable Assets (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 15,994 | $ 15,661 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,032 | 1,112 |
United States | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 14,167 | 13,747 |
Canada | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 795 | $ 802 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Income from continuing operations | $ 1,889 | $ 2,099 | $ 1,630 |
Income (loss) from discontinued operations (net of tax) | 0 | 23 | (158) |
Net income | $ 1,889 | $ 2,122 | $ 1,472 |
Weighted average number of shares outstanding: | |||
Basic weighted average shares (in shares) | 206,400 | 217,700 | 223,500 |
Effect of dilutive shares (in shares) | 800 | 1,200 | 1,300 |
Diluted weighted average shares (in shares) | 207,200 | 218,900 | 224,800 |
Earnings per share - Basic: | |||
Continuing operations, Basic (in usd per share) | $ 9.15 | $ 9.64 | $ 7.29 |
Discontinued operations, Basic (in usd per share) | 0 | 0.11 | (0.70) |
Earnings per share, Basic (in usd per share) | 9.15 | 9.75 | 6.59 |
Earnings per share - Diluted: | |||
Continuing operations, Diluted (in usd per share) | 9.12 | 9.59 | 7.25 |
Discontinued operations, Diluted (in usd per share) | 0 | 0.10 | (0.70) |
Earnings per share, Diluted (in usd per share) | $ 9.12 | $ 9.69 | $ 6.55 |
Excluded anti-dilutive shares (in shares) | 100 | 100 | 100 |
Income tax - Earnings Before In
Income tax - Earnings Before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |||
United Kingdom | $ 80 | $ 102 | $ 123 |
Income before income taxes | 2,464 | 2,708 | 1,862 |
Foreign, United States | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Foreign | 2,011 | 2,222 | 1,385 |
Foreign, Excluding United States | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Foreign | $ 373 | $ 384 | $ 354 |
Income tax - Provision for Inco
Income tax - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Current: | |||
United Kingdom | $ 0 | $ (18) | $ 5 |
Federal and state (U.S.) | 624 | 528 | 364 |
International | 55 | 58 | 48 |
Total current | 679 | 568 | 417 |
Deferred: | |||
United Kingdom | 17 | 20 | (8) |
Federal and state (U.S.) | (120) | 20 | (176) |
International | (1) | 1 | (1) |
Total deferred | (104) | 41 | (185) |
Provision for income taxes | $ 575 | $ 609 | $ 232 |
Income tax - Reconciliation of
Income tax - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes at UK statutory rate | $ 518 | $ 515 | $ 354 |
Provision for income taxes at UK statutory rate (percent) | 21% | 19% | 19% |
Non-U.K. tax rate differentials | $ 68 | $ 127 | $ 68 |
Non-UK tax rate differentials (percent) | 2.80% | 4.70% | 3.70% |
Impact of change in reserves | $ 8 | $ 8 | $ (138) |
Impact of change in reserves (percent) | 0.30% | 0.20% | (7.40%) |
Tax rate change | $ 0 | $ 0 | $ (29) |
Tax rate change (percent) | 0% | 0% | (1.60%) |
Tax credits | $ (15) | $ (9) | $ (12) |
Tax credits (percent) | (0.60%) | (0.30%) | (0.60%) |
Non-taxable income | $ (6) | $ (9) | $ (18) |
Non-taxable income (percent) | (0.20%) | (0.30%) | (1.00%) |
Other | $ 2 | $ (23) | $ 7 |
Other (percent) | 0% | (0.80%) | 0.40% |
Provision for income taxes | $ 575 | $ 609 | $ 232 |
Income tax expense (percent) | 23.30% | 22.50% | 12.50% |
Income tax - Deferred Tax Asset
Income tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Assets: | ||
Deferred compensation | $ 69 | $ 48 |
Tax loss carryforwards | 186 | 184 |
Lease liabilities | 378 | 306 |
Sales returns and other liabilities | 123 | 103 |
Inventory | 46 | 50 |
Capitalized research and development | 44 | 0 |
Other | 48 | 51 |
Total deferred tax assets | 894 | 742 |
Valuation allowance | (81) | (77) |
Total deferred tax assets, net of valuation allowance | 813 | 665 |
Liabilities: | ||
Right of use assets | (374) | (306) |
Goodwill and intangible assets | (118) | (119) |
Property, plant and equipment | (21) | (14) |
Tax method change | 0 | (49) |
Total deferred tax liabilities | (513) | (488) |
Net deferred tax assets | $ 300 | $ 177 |
Income tax - Narrative (Details
Income tax - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Change in valuation allowance | $ 4 | $ 0 | $ 30 | |
U.K. federal operating loss carryforwards | 720 | |||
Unrecognized tax benefits | 144 | 140 | 132 | $ 245 |
Accrued interest | 23 | 17 | 16 | |
Interest included in income tax expense (benefit) | 6 | 1 | $ (42) | |
Decrease in unrecognized tax benefits is reasonably possible | 12 | |||
Foreign earnings reinvested | 725 | $ 658 | ||
Foreign, United States | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Foreign gross loss carryforwards | 15 | |||
U.S. state operating loss carryforwards | 19 | |||
Foreign, Excluding United States | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Foreign gross loss carryforwards | $ 8 |
Income tax - Unrecognized Tax B
Income tax - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of fiscal year | $ 140 | $ 132 | $ 245 |
Additions based on tax positions related to current year | 27 | 27 | 28 |
Additions for tax positions of prior years | 2 | 11 | 2 |
Reductions for tax positions of prior years | 0 | 0 | (8) |
Reductions due to lapse of statute of limitations | (25) | (30) | (135) |
Unrecognized tax benefits | $ 144 | $ 140 | $ 132 |
Property, plant and equipment -
Property, plant and equipment - Schedule of PPE (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 3,001 | $ 2,696 |
Less: Accumulated depreciation | (1,406) | (1,320) |
Property, plant and equipment, net | 1,595 | 1,376 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 348 | 273 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,134 | 1,103 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 529 | 455 |
Plant and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 834 | 719 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 156 | $ 146 |
Property, plant and equipment_2
Property, plant and equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 148 | $ 140 | $ 130 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,474 | $ 1,200 |
Current portion of operating lease liabilities | 366 | 321 |
Long-term portion of operating lease liabilities | 1,126 | 878 |
Total lease liabilities | $ 1,492 | $ 1,199 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 390 | $ 349 | $ 318 |
Variable lease costs | 85 | 72 | 62 |
Short-term lease costs | 23 | 14 | 1 |
Total lease costs | $ 498 | $ 435 | $ 381 |
Leases - Lease Term and Weighte
Leases - Lease Term and Weighted Average Discount Rate (Details) | Jul. 31, 2023 | Jul. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 5 years 6 months | 5 years 1 month 6 days |
Weighted average discount rate (percent) | 4% | 3.30% |
Leases - Maturity Payments (Det
Leases - Maturity Payments (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 377 | |
2025 | 357 | |
2026 | 289 | |
2027 | 214 | |
2028 | 157 | |
Thereafter | 295 | |
Total undiscounted lease payments | 1,689 | |
Less: imputed interest | (197) | |
Total lease liabilities | $ 1,492 | $ 1,199 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Leases [Abstract] | |||
Cash paid for operating leases (operating cash flows) | $ 379 | $ 337 | $ 321 |
Lease assets obtained in exchange for new operating lease liabilities (non-cash) | $ 309 | $ 362 | $ 158 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Leases [Abstract] | |
Liabilities for leases that have not yet commenced | $ 223 |
Lease amount expected to commence in year one | 174 |
Lease amount expected to commence in year two | $ 49 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Goodwill - Goodwill Rollforward
Goodwill - Goodwill Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,048 | $ 1,828 |
Acquisitions | 198 | 224 |
Effect of currency translation adjustment | (5) | (4) |
Ending balance | 2,241 | 2,048 |
Cumulative goodwill impairment as of July 31, 2023 | 119 | |
United States | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,894 | 1,670 |
Acquisitions | 198 | 224 |
Effect of currency translation adjustment | 0 | 0 |
Ending balance | 2,092 | 1,894 |
Cumulative goodwill impairment as of July 31, 2023 | 108 | |
Canada | ||
Goodwill [Roll Forward] | ||
Beginning balance | 154 | 158 |
Acquisitions | 0 | 0 |
Effect of currency translation adjustment | (5) | (4) |
Ending balance | 149 | $ 154 |
Cumulative goodwill impairment as of July 31, 2023 | $ 11 |
Other intangible assets - Sched
Other intangible assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,105 | $ 1,972 |
Accumulated Amortization | $ (1,322) | (1,190) |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life (years) | 4 years | |
Gross Carrying Amount | $ 283 | 370 |
Accumulated Amortization | $ (197) | (198) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life (years) | 8 years | |
Gross Carrying Amount | $ 1,345 | 1,138 |
Accumulated Amortization | $ (750) | (662) |
Trade names and brands | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life (years) | 4 years | |
Gross Carrying Amount | $ 268 | 258 |
Accumulated Amortization | $ (200) | (171) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life (years) | 3 years | |
Gross Carrying Amount | $ 209 | 206 |
Accumulated Amortization | $ (175) | $ (159) |
Other intangible assets - Narra
Other intangible assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Jan. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 173 | $ 161 | $ 168 | ||
Asset impairment charge | $ 125 | $ 0 | $ 0 | ||
Software and Software Development Costs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset impairment charge | $ 107 | ||||
Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charges | $ 15 |
Other intangible assets - Futur
Other intangible assets - Future Amortization (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 164 |
2025 | 160 |
2026 | 123 |
2027 | 103 |
2028 | 85 |
Thereafter | 148 |
Total | $ 783 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2022 |
Debt Instrument [Line Items] | |||
Subtotal | $ 3,805 | $ 3,960 | |
Less: current maturities of debt | (55) | (250) | |
Unamortized discounts and debt issuance costs | (22) | (24) | |
Interest rate swap - fair value adjustment | (17) | (7) | |
Long-term debt | 3,711 | 3,679 | |
Receivables Facility | Receivables Facility | |||
Debt Instrument [Line Items] | |||
Subtotal | 50 | 455 | |
Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Subtotal | 500 | 0 | |
Private Placement Notes: | 3.43% due September 2022 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.43% | ||
Subtotal | $ 0 | 250 | |
Private Placement Notes: | 3.30% due November 2023 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.30% | ||
Subtotal | $ 55 | 55 | |
Private Placement Notes: | 3.44% due November 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.44% | ||
Subtotal | $ 150 | 150 | |
Private Placement Notes: | 3.73% due September 2025 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.73% | ||
Subtotal | $ 400 | 400 | |
Private Placement Notes: | 3.51% due November 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.51% | ||
Subtotal | $ 150 | 150 | |
Private Placement Notes: | 3.83% due September 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.83% | ||
Subtotal | $ 150 | 150 | |
Unsecured Senior Notes: | 4.50% due October 2028 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.50% | ||
Subtotal | $ 750 | 750 | |
Unsecured Senior Notes: | 3.25% due June 2030 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | ||
Subtotal | $ 600 | 600 | |
Unsecured Senior Notes: | 4.25% due April 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.25% | ||
Subtotal | $ 300 | 300 | |
Unsecured Senior Notes: | 4.65% due April 2032 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.65% | ||
Subtotal | $ 700 | $ 700 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Oct. 07, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Nov. 30, 2017 | Jun. 30, 2015 | |
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Hedged liability, fair value hedge | $ 355,000,000 | $ 355,000,000 | |||
Principal amount of debt | 3,805,000,000 | 3,960,000,000 | |||
Variable Rate, Receivable Securitization | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Accordion feature, maximum amount | $ 1,500,000,000 | ||||
Variable Rate, Receivable Securitization | Minimum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Interest rate during period | 3.40% | ||||
Variable Rate, Receivable Securitization | Maximum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Interest rate during period | 6.20% | ||||
Variable Rate, Receivable Securitization | Secured Overnight Financing Rate (SOFR) | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Credit spread adjustment | 0.10% | ||||
Private Placement Notes: | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Debt instrument, face amount | $ 355,000,000 | $ 800,000,000 | |||
Percentage of principal amount redeemed (in percent) | 100% | ||||
Private Placement Notes: | 3.44% due November 2024 | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Interest rate | 3.44% | ||||
Principal amount of debt | $ 150,000,000 | 150,000,000 | |||
Unsecured Senior Notes: | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Debt instrument, face amount | $ 2,350,000,000 | ||||
Redemption price (percentage) | 100% | ||||
Line of Credit | Revolving Credit Facility | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Line of credit facility | $ 1,350,000,000 | ||||
Borrowings outstanding | $ 0 | 0 | |||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Credit spread adjustment | 0.10% | ||||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Additional margin spread on variable rate | 0.0020 | ||||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Additional margin spread on variable rate | 0.0075 | ||||
Corporate | Variable Rate, Receivable Securitization | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Debt instrument, face amount | 1,100,000,000 | ||||
Swingline adjustment | 100,000,000 | ||||
Corporate | Receivables Facility | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Principal amount of debt | 50,000,000 | 455,000,000 | |||
Term Loan | Term Loan | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Principal amount of debt | $ 500,000,000 | $ 0 | |||
Maximum net leverage ratio | 3.50 | ||||
Step-up leverage ratio | 4 | ||||
Term Loan | Term Loan | Minimum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Interest rate during period | 4.40% | ||||
Term Loan | Term Loan | Maximum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Interest rate during period | 6.40% | ||||
Term Loan | Term Loan | Secured Overnight Financing Rate (SOFR) | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Credit spread adjustment | 0.10% | ||||
Term Loan | Term Loan | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Additional margin spread on variable rate | 0.0100 | ||||
Term Loan | Term Loan | Secured Overnight Financing Rate (SOFR) | Maximum | |||||
Schedule Of Long-Term And Short-Term Debt [Line Items] | |||||
Additional margin spread on variable rate | 0.0150 |
Debt - Maturities (Details)
Debt - Maturities (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 55 |
2025 | 150 |
2026 | 950 |
2027 | 450 |
2028 | 150 |
Thereafter | 2,050 |
Total long-term debt | $ 3,805 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Hedged liability, fair value hedge | $ 355 | $ 355 |
Hedged Liability Statement Of Financial Position Extensible Enumeration Not Disclosed Flag | fair value hedges | fair value hedges |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of equity investments | $ 34 | $ 26 |
Fair value measurements - Debt
Fair value measurements - Debt Measured at Fair Value (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | $ 3,805 | |
Unsecured Senior Notes: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 2,330 | $ 2,328 |
Fair Value | 2,195 | 2,350 |
Private Placement Notes: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 904 | 1,153 |
Fair Value | $ 871 | $ 1,142 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Change in AOCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 4,665 | $ 5,003 | $ 4,609 |
Other comprehensive income (loss) before reclassifications | (66) | (42) | 101 |
Amounts reclassified from accumulated other comprehensive loss | 8 | 8 | 148 |
Total other comprehensive (loss) income, net of tax | (58) | (34) | 249 |
Ending balance | 5,037 | 4,665 | 5,003 |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (830) | (796) | (1,045) |
Total other comprehensive (loss) income, net of tax | (58) | (34) | 249 |
Ending balance | (888) | (830) | (796) |
Foreign currency translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (420) | (396) | (566) |
Other comprehensive income (loss) before reclassifications | (9) | (24) | 35 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 135 |
Total other comprehensive (loss) income, net of tax | (9) | (24) | 170 |
Ending balance | (429) | (420) | (396) |
Pensions | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (410) | (400) | (479) |
Other comprehensive income (loss) before reclassifications | (57) | (18) | 66 |
Amounts reclassified from accumulated other comprehensive loss | 8 | 8 | 13 |
Total other comprehensive (loss) income, net of tax | (49) | (10) | 79 |
Ending balance | $ (459) | $ (410) | $ (400) |
Accumulated other comprehensi_4
Accumulated other comprehensive loss - Reclassification Out of AOCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Tax benefit | $ 575 | $ 609 | $ 232 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | (1,889) | (2,122) | (1,472) |
Reclassification out of Accumulated Other Comprehensive Income | Employee Benefit Trust | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of actuarial losses | 11 | 10 | 18 |
Tax benefit | (3) | (2) | (5) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | $ 8 | $ 8 | $ 13 |
Retirement benefit obligation_2
Retirement benefit obligations - Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Change in net benefit obligations: | |||
Beginning balance | $ 1,402 | $ 2,208 | |
Interest cost | 51 | 41 | $ 32 |
Actuarial gain | (245) | (554) | |
Benefits paid | (57) | (71) | |
Exchange rate adjustment | 67 | (222) | |
Ending balance | 1,218 | 1,402 | 2,208 |
Change in assets at fair value: | |||
Beginning balance | 1,508 | 2,304 | |
Actual return on plan assets | (279) | (506) | |
Company contributions | 24 | 15 | |
Benefits paid | (57) | (71) | |
Exchange rate adjustment | 74 | (234) | |
Ending balance at fair value | 1,270 | 1,508 | $ 2,304 |
Funded status of plans | $ 52 | $ 106 |
Retirement benefit obligation_3
Retirement benefit obligations - Narrative (Details) £ in Millions, $ in Millions | 12 Months Ended | |||||
Jul. 31, 2023 GBP (£) | Jul. 31, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jul. 31, 2024 USD ($) | Jul. 31, 2023 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Required contributions by employer | £ | £ 133 | |||||
Payments made of required contributions by employer | £ | £ 26 | |||||
Percentage of plan assets | 100% | 100% | 100% | |||
Total expense defined contribution plan | $ 93 | $ 87 | $ 74 | |||
Deferred compensation liability, classified, noncurrent | 297 | $ 323 | ||||
Deferred compensation liability, current | 29 | 16 | ||||
Deferred compensation plan assets | $ 295 | $ 322 | ||||
Forecast | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Expected employer contributions | $ 35 | |||||
Insurance policies | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of plan assets | 34% | 29% | 34% | |||
Insurance policies | United Kingdom | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of plan assets | 35% | 35% |
Retirement benefit obligation_4
Retirement benefit obligations - Non-Current Asset and Liability in Balance Sheet (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Retirement Benefits [Abstract] | ||
Non-current asset | $ 55 | $ 114 |
Non-current liability | $ (3) | $ (8) |
Retirement benefit obligation_5
Retirement benefit obligations - AOCI (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 |
Retirement Benefits [Abstract] | ||
Net actuarial loss | $ 602 | $ 537 |
Income tax impact | (143) | (127) |
Accumulated other comprehensive loss | $ 459 | $ 410 |
Retirement benefit obligation_6
Retirement benefit obligations - OCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Net actuarial loss (gain) | $ 83 | $ (3) | $ (78) |
Amortization of net actuarial loss | (11) | (10) | (18) |
Impact of exchange rates | (7) | 12 | 0 |
Income tax impact | (16) | 11 | 17 |
Other comprehensive loss (income), net of tax | $ 49 | $ 10 | $ (79) |
Retirement benefit obligation_7
Retirement benefit obligations - Net Periodic Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Selling, general and administrative expenses | |||
Service cost | $ 0 | $ 0 | $ 3 |
Other expense (income), net | |||
Defined benefit plan, net periodic benefit cost (credit) excluding service cost, statement of income or comprehensive income | Other (expense) income, net | ||
Amortization of net actuarial losses | $ 11 | 10 | 18 |
Interest cost | 51 | 41 | 32 |
Expected return on plan assets | (49) | (45) | (60) |
Net periodic cost (income) | $ 13 | $ 6 | $ (7) |
Weighted average assumptions: | |||
Discount rate, net periodic benefit cost (percent) | 3.53% | 1.78% | 1.56% |
Discount rate, benefit obligations (percent) | 5.05% | 3.53% | 1.78% |
Expected return on plan assets (percent) | 3.41% | 2.12% | 2.60% |
Salary growth rate (percent) | 2.50% | 2.35% | 2.13% |
Retirement benefit obligation_8
Retirement benefit obligations - Asset Allocation (Details) | Jul. 31, 2023 | Jul. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 100% | 100% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 3% | 2% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 61% | 67% |
Cash, cash equivalents and other short-term investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 2% | 2% |
Guaranteed insurance policies | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 34% | 29% |
Retirement benefit obligation_9
Retirement benefit obligations - Fair Value of Plan Assets UK and Canada (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | $ 1,270 | $ 1,508 | $ 2,304 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 481 | 96 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 279 | 842 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 510 | 570 | $ 786 |
Equity securities | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 33 | 35 | |
Equity securities | Level 1 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 33 | 35 | |
Equity securities | Level 2 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Equity securities | Level 3 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Corporate | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 319 | 639 | |
Corporate | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 9 | 7 | |
Corporate | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 2 | 8 | |
Corporate | Level 1 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Corporate | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 224 | 492 | |
Corporate | Level 2 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 9 | 7 | |
Corporate | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 93 | 139 | |
Corporate | Level 3 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Asset backed | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 1 | 80 | |
Asset backed | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 16 | |
Asset backed | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 1 | 58 | |
Asset backed | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 6 | |
Government | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 410 | 246 | |
Government | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 32 | 32 | |
Government | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 406 | 0 | |
Government | Level 1 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Government | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 4 | 239 | |
Government | Level 2 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 32 | 32 | |
Government | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 7 | |
Government | Level 3 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Cash, cash equivalents and other short-term investments | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 29 | ||
Cash, cash equivalents and other short-term investments | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 28 | ||
Cash, cash equivalents and other short-term investments | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 1 | ||
Cash, cash equivalents and other short-term investments | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | ||
Cash and cash equivalents | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 25 | ||
Cash and cash equivalents | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 1 | 1 | |
Cash and cash equivalents | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 22 | ||
Cash and cash equivalents | Level 1 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 1 | 1 | |
Cash and cash equivalents | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 3 | ||
Cash and cash equivalents | Level 2 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Cash and cash equivalents | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | ||
Cash and cash equivalents | Level 3 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Insurance policies | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 417 | 418 | |
Insurance policies | Level 1 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Insurance policies | Level 2 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 0 | 0 | |
Insurance policies | Level 3 | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 417 | 418 | |
Other | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 19 | 25 | |
Other | Level 1 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 11 | 14 | |
Other | Level 2 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | 8 | 11 | |
Other | Level 3 | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension plan assets | $ 0 | $ 0 |
Retirement benefit obligatio_10
Retirement benefit obligations - Level 3 Fair Value Inputs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Change in assets at fair value: | ||
Beginning balance | $ 1,508 | $ 2,304 |
Impact of exchange rates | 74 | (234) |
Ending balance at fair value | 1,270 | 1,508 |
Level 3 | ||
Change in assets at fair value: | ||
Beginning balance | 570 | 786 |
Transfers into Level 3 | 67 | 0 |
Transfers out of Level 3 | (131) | 0 |
Actual returns | 1 | (108) |
Purchases, sales and settlements, net | (24) | (20) |
Impact of exchange rates | 27 | (88) |
Ending balance at fair value | $ 510 | $ 570 |
Retirement benefit obligatio_11
Retirement benefit obligations - Future Benefit Payment Obligations (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 60 |
2025 | 61 |
2026 | 63 |
2027 | 64 |
2028 | 66 |
2029-2033 | 351 |
Total | $ 665 |
Shareholders_ equity - Summary
Shareholders’ equity - Summary of Share Activity (Details) - shares | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Total shares outstanding at end of period (in shares) | 204,003,471 | 210,246,114 | 221,475,177 |
Ordinary Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period (in shares) | 232,171,182 | 232,171,182 | 232,171,182 |
Change in shares issued (in shares) | 0 | 0 | 0 |
Balance at end of period (in shares) | 232,171,182 | 232,171,182 | 232,171,182 |
Treasury Shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period (in shares) | 21,078,577 | 9,862,816 | 7,280,222 |
Repurchases of ordinary shares (in shares) | (7,022,242) | (11,413,180) | (3,020,368) |
Treasury shares used to settle share-based compensation awards (in shares) | 207,139 | 197,419 | 437,774 |
Balance at end of period (in shares) | 27,893,680 | 21,078,577 | 9,862,816 |
Employee Benefit Trust | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning of period (in shares) | 846,491 | 833,189 | 1,277,347 |
New shares purchased (in shares) | 0 | (600,000) | 0 |
Employee Benefit Trust shares used to settle share-based compensation awards (in shares) | 572,460 | 586,698 | 444,158 |
Balance at end of period (in shares) | 274,031 | 846,491 | 833,189 |
Shareholders_ equity - Narrativ
Shareholders’ equity - Narrative (Details) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 USD ($) trust | Jul. 31, 2022 USD ($) | |
Class of Stock [Line Items] | ||
Number of employee benefit trusts | trust | 2 | |
Market value of shares held in trusts | $ 44 | $ 107 |
Authorized stock to repurchased | 3,000 | |
Stock repurchased | $ 2,500 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation, percentage of outstanding stock maximum (in percent) | 10% | |
Share based compensation, rolling offering period (in years) | 10 years | |
Share based compensation, percentage of outstanding treasury stock maximum (in percent) | 5% | |
Share based payment, cost not yet recognized | $ 52 | |
Share based payment, cost not yet recognized, period for recognition (in years) | 1 year 6 months | |
Ferguson Group Employee Share Purchase Plan 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 20,000,000 | |
Ferguson Group International Sharesave Plan 2019 (“2019 ISP”) | Ordinary Shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 12,000 | |
Ferguson Group Ordinary Share Plan 2019 (“OSP”) | Ordinary Shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 300,000 | |
Ferguson Group Performance Ordinary Share Plan 2019 (“POSP”) | Ordinary Shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 1,200,000 | |
Ferguson Group Long Term Incentive Plan 2019 (“LTIP”) | Ordinary Shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 200,000 | |
Employee Stock | Ferguson Group Ordinary Share Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation, award vesting period (in years) | 3 years | |
Employee Stock | Ferguson Group Performance Share Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation, award vesting period (in years) | 3 years | |
Employee Stock | Ferguson Group Long-Term Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation, award vesting period (in years) | 3 years | |
Total liability in connection with grants | $ 13 | $ 11 |
Employee Stock | Ferguson Group Employee Share Purchase Plan 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 19,600,000 | |
Share based compensation, purchase price of common stock (in percent) | 85% | |
Share based compensation, shares purchased (in shares) | 151,034 | |
Share based compensation, per share weighted average price of shares purchased (in usd per share) | $ 111.75 |
Share-based compensation - Summ
Share-based compensation - Summary of Awards (Details) | 12 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning Balance Outstanding (in shares) | shares | 1,576,554 |
Vested (in shares) | shares | (620,200) |
Forfeited (in shares) | shares | (95,342) |
Ending Balance Outstanding (in shares) | shares | 1,158,673 |
Weighted Average grant date fair value | |
Outstanding, Weighted Average grant date fair value, Beginning Balance | $ / shares | $ 100.03 |
Vested, Weighted Average grant date fair value (in usd per share) | $ / shares | 75.74 |
Forfeited, Weighted Average grant date fair value (in usd per share) | $ / shares | 112.83 |
Outstanding, Weighted Average grant date fair value, Ending Balance | $ / shares | $ 111.57 |
Time vested grants | |
Number of Shares | |
Grants (in shares) | shares | 119,470 |
Weighted Average grant date fair value | |
Granted, Weighted Average grant date fair value (in usd per share) | $ / shares | $ 100.71 |
Performance vested grants | |
Number of Shares | |
Grants (in shares) | shares | 279,310 |
Weighted Average grant date fair value | |
Granted, Weighted Average grant date fair value (in usd per share) | $ / shares | $ 100.71 |
LTIP, equity settled grants | |
Number of Shares | |
Grants (in shares) | shares | 37,676 |
Weighted Average grant date fair value | |
Granted, Weighted Average grant date fair value (in usd per share) | $ / shares | $ 91.84 |
Share adjustments based on performance | |
Number of Shares | |
Share adjustments based on performance (in shares) | shares | (138,795) |
Weighted Average grant date fair value | |
Share adjustments based on performance, Weighted Average grant date fair value (in usd per share) | $ / shares | $ 103.24 |
Share-based compensation - Su_2
Share-based compensation - Summary of Time Vested, Performance Vested and Long-Term Incentive Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of awards vested | $ 67 | $ 94 | $ 60 |
Time Vested, Performance Vested, and Long Term Incentive Awards | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant date fair value per share granted (in usd per share) | $ 99.95 | $ 134.88 | $ 98.53 |
Share-based compensation - Sche
Share-based compensation - Schedule of Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Share-based compensation expense (within SG&A) | $ 51 | $ 57 | $ 77 |
Income tax benefit | $ 11 | $ 20 | $ 20 |
Acquisitions - Businesses Acqui
Acquisitions - Businesses Acquired (Details) | Jul. 31, 2023 | Jun. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Aug. 31, 2022 |
Monark Premium Appliance | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Guarino Distributing Company, L.L.C. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Airefco, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Power Process Equipment, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Pipelines, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
S.G. Torrice, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Bruce Supply Corp. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% | |||||
Kennedy Culvert & Supply Company | ||||||
Business Acquisition [Line Items] | ||||||
Acquired % | 100% |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Business Acquisition [Line Items] | ||
Operating lease right-of-use assets | $ 66 | $ 65 |
Property, plant and equipment | 11 | 11 |
Inventories | 180 | 139 |
Receivables and other assets | 134 | 91 |
Cash and cash equivalents | 3 | 18 |
Lease liabilities | (66) | (65) |
Trade and other payables | (80) | (68) |
Deferred tax | 0 | (17) |
Provisions | (4) | (1) |
Total | 464 | 499 |
Goodwill | 198 | 224 |
Consideration | 662 | 723 |
Cash | 619 | 668 |
Deferred consideration | 43 | 55 |
Trade names and brands | ||
Business Acquisition [Line Items] | ||
Intangible assets: | 9 | 27 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets: | 207 | 282 |
Other | ||
Business Acquisition [Line Items] | ||
Intangible assets: | $ 4 | $ 17 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenue since acquisition date | $ 238 | |
Loss since acquisition date | 3 | |
Acquisition costs | $ 5 | $ 10 |
Minimum | ||
Business Acquisition [Line Items] | ||
Deferred compensation arrangement, requisite service period (in years) | 1 year | |
Maximum | ||
Business Acquisition [Line Items] | ||
Deferred compensation arrangement, requisite service period (in years) | 3 years |
Acquisitions - Net Cash Outflow
Acquisitions - Net Cash Outflow (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Purchase consideration | $ 619 | $ 668 | |
Cash and cash equivalents acquired | (3) | (18) | |
Cash consideration paid, net of cash acquired | 616 | 650 | $ 286 |
Deferred and contingent consideration paid for prior years’ acquisitions | 34 | 22 | |
Net cash outflow in respect of the purchase of businesses | $ 650 | $ 672 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Pro forma net sales | $ 30,299 | $ 29,354 |
Discontinued operations and d_3
Discontinued operations and disposals - Schedule of Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (loss) from discontinued operations (net of tax) | $ 0 | $ 23 | $ (158) |
Discontinued operations, Diluted (in usd per share) | $ 0 | $ 0.10 | $ (0.70) |
Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | $ 0 | $ 1,138 | |
Cost of sales | 0 | (879) | |
Gross profit | 0 | 259 | |
Selling, general and administrative expenses | 0 | (194) | |
Depreciation and amortization | 0 | (11) | |
Gain (loss) on disposal of business, net | 23 | (200) | |
Income (loss) before income tax | 23 | (146) | |
Provision for income taxes | 0 | (12) | |
Income (loss) from discontinued operations (net of tax) | $ 23 | $ (158) | |
Basic earnings per share (in usd per share) | $ 0.11 | $ (0.70) | |
Discontinued operations, Diluted (in usd per share) | $ 0.10 | $ (0.70) |
Discontinued operations and d_4
Discontinued operations and disposals - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash provided by investing activities of discontinued operations | $ 0 | $ 24 | $ 390 |
Nordic Operations | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash provided by investing activities of discontinued operations | $ 24 | ||
Wolseley UK Limited | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) on disposal of business | (449) | ||
Gain from reclassification adjustment | 235 | ||
Gain on disposal of assets | $ 14 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Non-Employee Directors | |||
Related Party Transaction [Line Items] | |||
Purchases from related party | $ 27 | $ 22 | $ 24 |