FERGUSON PLC, 10-K filed on 9/26/2023
Annual Report
v3.23.3
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    
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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)
v3.23.3
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
v3.23.3
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  
v3.23.3
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)
v3.23.3
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
v3.23.3
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
v3.23.3
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)202320222021
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)20232022
Cash and cash equivalents$601 $771 
Restricted cash68 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 to 10 years and up to four extension periods that range from two to five years each. Renewal options are typically not included in the lease term as it is not reasonably certain at commencement date that the Company would exercise the extension options. Lease liabilities are subsequently measured at amortized cost using the effective interest method.
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 improvementsPeriod 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.
v3.23.3
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)202320222021
Net sales:
United States$28,291 $27,067 $21,478 
Canada1,443 1,499 1,314 
Total net sales$29,734 $28,566 $22,792 
Adjusted operating profit:
United States$2,892 $2,893 $2,070 
Canada76 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)202320222021
United States:
Residential$14,820 $14,657 $11,990 
Non-residential:
Commercial9,213 8,600 6,661 
Civil/Infrastructure2,344 2,163 1,506 
Industrial1,914 1,647 1,321 
Total Non-residential13,471 12,410 9,488 
Total United States28,291 27,067 21,478 
Canada1,443 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)202320222021
Capital expenditures:
United States$423 $283 $232 
Canada18 
Total capital expenditures$441 $290 $241 
Depreciation and amortization:
United States(1)
$313 $292 $288 
Canada
Corporate — 
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)20232022
Assets:
United States$14,167 $13,747 
Canada795 802 
Corporate1,032 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.
v3.23.3
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)202320222021
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 shares206.4 217.7 223.5 
   Effect of dilutive shares0.8 1.2 1.3 
   Diluted weighted average shares207.2 218.9 224.8 
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 shares0.1 0.1 0.1 
v3.23.3
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)202320222021
United Kingdom$80 $102 $123 
United States2,011 2,222 1,385 
International373 384 354 
       Total$2,464 $2,708 $1,862 
Provision for income taxes consisted of the following:
For the years ended July 31,
(In millions)202320222021
Current:
United Kingdom$— ($18)$5 
Federal and state (U.S.)624 528 364 
International55 58 48 
         Total current$679 $568 $417 
Deferred:
United Kingdom$17 $20 ($8)
Federal and state (U.S.)(120)20 (176)
International(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)202320222021
Provision for income taxes at U.K. statutory rate(1)
$518 21.0 %$515 19.0 %$354 19.0 %
Non-U.K. tax rate differentials68 2.8 127 4.7 68 3.7 
Impact of change in reserves0.3 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— (23)(0.8)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)20232022
Assets:
Deferred compensation$69 $48 
Tax loss carryforwards186 184 
Lease liabilities378 306 
Sales returns and other liabilities123 103 
Inventory46 50 
Capitalized research and development44 — 
Other48 51 
     Total deferred tax assets894 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)202320222021
Unrecognized tax benefits at beginning of fiscal year$140 $132 $245 
Additions based on tax positions related to current year27 27 28 
Additions for tax positions of prior years11 
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.
v3.23.3
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)20232022
Land$348 $273 
Buildings1,134 1,103 
Leasehold improvements529 455 
Plant and machinery834 719 
Other equipment156 146 
Property, plant and equipment3,001 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).
v3.23.3
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)20232022
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 liabilities1,126 878 
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)202320222021
Operating lease costs$390 $349 $318 
Variable lease costs85 72 62 
Short-term lease costs23 14 
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,
20232022
Weighted average remaining lease term (years)5.55.1
Weighted average discount rate4.0 %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 
2025357 
2026289 
2027214 
2028157 
Thereafter295 
Total undiscounted lease payments1,689 
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)202320222021
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.
v3.23.3
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 StatesCanadaTotal
Balance as of July 31, 2021
$1,670 $158 $1,828 
   Acquisitions224 — 224 
   Effect of currency translation adjustment— (4)(4)
Balance as of July 31, 2022
1,894 154 2,048 
   Acquisitions198 — 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.
v3.23.3
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 AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Software4$283 ($197)$370 ($198)
Customer relationships*81,345 (750)1,138 (662)
Tradenames and brands*4268 (200)258 (171)
Other*3209 (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 
2025160 
2026123 
2027103 
202885 
Thereafter148 
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.
v3.23.3
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)20232022
Variable-rate debt:
Receivables Facility$50 $455 
Term Loan500 — 
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 
2025150 
2026950 
2027450 
2028150 
Thereafter2,050 
Total$3,805 
v3.23.3
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,
20232022
(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Unsecured Senior Notes$2,330 $2,195 $2,328 $2,350 
Private Placement Notes904 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.
v3.23.3
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.
v3.23.3
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 translationPensionsTotal
Balance at July 31, 2020
($566)($479)($1,045)
Other comprehensive income before reclassifications35 66 101 
Amounts reclassified from accumulated other comprehensive loss135 13 148 
Other comprehensive income170 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— 
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— 
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)202320222021
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 
v3.23.3
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)20232022
Change in net benefit obligations:
Beginning balance$1,402 $2,208 
Interest cost51 41 
Actuarial gain(245)(554)
Benefits paid(57)(71)
Exchange rate adjustment67 (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 contributions24 15 
Benefits paid(57)(71)
Exchange rate adjustment74 (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)20232022
Non-current asset$55 $114 
Non-current liability(3)(8)
Amounts recognized in accumulated other comprehensive loss:
As of July 31,
(In millions)20232022
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)202320222021
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 ($79)
The components of net periodic pension costs associated with all of the Company’s plans were as follows:
For the years ended July 31,
(In millions)202320222021
Selling, general and administrative expenses
Service costs$— $— $3 
Other expense (income), net
Amortization of net actuarial losses11 10 18 
Interest cost51 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 cost3.53 %1.78 %1.56 %
Discount rate, benefit obligations5.05 %3.53 %1.78 %
Expected return on plan assets3.41 %2.12 %2.60 %
Wage inflation growth rate2.50 %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,
20232022
Asset category:
Equity securities%%
Fixed income securities61 67 
Cash, cash equivalents and other short-term investments
Guaranteed insurance policies34 29 
Total100 %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)TotalLevel 1Level 2Level 3
U.K. Plan assets:
Fixed income securities:
Corporate$319 $2 $224 $93 
Asset backed— — 
Government410 406 — 
Cash, cash equivalents and other short-term investments29 28 — 
Insurance policies417 — — 417 
Canada Plan assets:
Equity securities33 33 — — 
Fixed income securities:
Corporate— — 
Government32 — 32 — 
Cash and cash equivalents— — 
Other19 11 — 
$1,270 $481 $279 $510 
As of July 31, 2022
(In millions)TotalLevel 1Level 2Level 3
U.K. Plan assets:
Fixed income securities:
Corporate$639 $8 $492 $139 
Asset backed80 16 58 
Government246 — 239 
Cash and cash equivalents25 22 — 
Insurance policies418 — — 418 
Canada Plan assets:
Equity securities35 35 — — 
Fixed income securities:
Corporate— — 
Government32 — 32 — 
Cash and cash equivalents— — 
Other25 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)20232022
Beginning balance$570 $786 
Transfers into Level 367 — 
Transfers out of Level 3(131)— 
Actual returns(108)
Purchases, sales and settlements, net(24)(20)
Impact of exchange rates27 (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 
202561 
202663 
202764 
202866 
2029-2033351 
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).
In addition, Ferguson Enterprises, LLC, a subsidiary of the Company, sponsors a non-qualified deferred compensation plan for the benefit of U.S.-based executives and certain other senior associates. For the year ended July 31, 2023, the Company’s obligations related to the plan total $323 million (2022: $297 million), including a current portion of the liability of $16 million (2022: $29 million). The Company has investments in Company-owned life insurance policies that are intended to fund these obligations, however, these assets are subject to the general claims of the Company’s creditors. The assets are recorded at cash surrender value with changes recognized in earnings. The non-current assets total $322 million (2022: $295 million).
v3.23.3
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,
202320222021
Ordinary shares:
Balance at beginning of period232,171,182 232,171,182 232,171,182 
Change in shares issued— — — 
   Balance at end of period232,171,182 232,171,182 232,171,182 
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 awards207,139 197,419 437,774 
   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 awards572,460 586,698 444,158 
   Balance at end of period(274,031)(846,491)(833,189)
Total shares outstanding at end of period204,003,471 210,246,114 221,475,177 
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.
v3.23.3
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 SharesWeighted Average grant date fair value
Outstanding as July 31, 2022
1,576,554 $100.03 
Time vested grants119,470 100.71 
Performance vested grants279,310 100.71 
LTIP, equity settled grants37,676 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)202320222021
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)202320222021
Share-based compensation expense (within SG&A)$51 $57 $77 
Income tax benefit11 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.
v3.23.3
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.
NameDate of acquisitionCountry of
incorporation
Acquired %
Monark Premium ApplianceAugust 2022USA100 %
Guarino Distributing Company, L.L.C.November 2022USA100 %
Airefco, Inc.December 2022USA100 %
Power Process Equipment, Inc.December 2022USA100 %
Pipelines, Inc.January 2023USA100 %
S.G. Torrice, LLCJune 2023USA100 %
Bruce Supply Corp.July 2023USA100 %
Kennedy Culvert & Supply CompanyJuly 2023USA100 %
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)20232022
Intangible assets:
Trade names and brands$9 $27 
Customer relationships207 282 
Other17 
Operating lease right-of-use assets66 65 
Property, plant and equipment11 11 
Inventories180 139 
Receivables and other assets134 91 
Cash and cash equivalents18 
Lease liabilities(66)(65)
Trade and other payables(80)(68)
Deferred tax— (17)
Provisions(4)(1)
Total464 499 
Goodwill198 224 
Consideration$662 $723 
Satisfied by:
Cash$619 $668 
Deferred consideration43 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 to three years. When ultimately paid, deferred consideration is reported as a cash outflow from financing activities.
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)20232022
Purchase consideration$619 $668 
Cash and cash equivalents acquired(3)(18)
Cash consideration paid, net of cash acquired616 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)20232022
Pro forma net sales$30,299 $29,354 
The impact on income before income tax in fiscal 2023 and 2022, including additional intangible asset amortization, transaction and integration costs, would not be material.
The unaudited pro forma results presented herein do not necessarily represent financial results that would have been achieved had the acquisition actually occurred at the beginning of the prior fiscal year.
v3.23.3
Discontinued operations and disposals
12 Months Ended
Jul. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued operations and disposals Discontinued operations and disposals
On January 29, 2021, the Company disposed of the shares in its U.K. business, Wolseley UK Limited. As such, the disposal group has been presented as a discontinued operation.
The results from discontinued operations, which have been included in the consolidated statements of earnings are as follows:
Year ended July 31,
(In millions, except per share amounts)20222021
Net sales$— $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, net23 (200)
Income (loss) before income tax23 (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.
v3.23.3
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.
v3.23.3
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 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 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.
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
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.
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
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
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
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.
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.
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
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 to 10 years and up to four extension periods that range from two to five years each. Renewal options are typically not included in the lease term as it is not reasonably certain at commencement date that the Company would exercise the extension options. Lease liabilities are subsequently measured at amortized cost using the effective interest method.
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”)
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.
v3.23.3
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)202320222021
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)20232022
Cash and cash equivalents$601 $771 
Restricted cash68 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
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 AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Software4$283 ($197)$370 ($198)
Customer relationships*81,345 (750)1,138 (662)
Tradenames and brands*4268 (200)258 (171)
Other*3209 (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 improvementsPeriod 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)20232022
Land$348 $273 
Buildings1,134 1,103 
Leasehold improvements529 455 
Plant and machinery834 719 
Other equipment156 146 
Property, plant and equipment3,001 2,696 
Less: Accumulated depreciation(1,406)(1,320)
Property, plant and equipment, net$1,595 $1,376 
v3.23.3
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)202320222021
Net sales:
United States$28,291 $27,067 $21,478 
Canada1,443 1,499 1,314 
Total net sales$29,734 $28,566 $22,792 
Adjusted operating profit:
United States$2,892 $2,893 $2,070 
Canada76 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)202320222021
United States:
Residential$14,820 $14,657 $11,990 
Non-residential:
Commercial9,213 8,600 6,661 
Civil/Infrastructure2,344 2,163 1,506 
Industrial1,914 1,647 1,321 
Total Non-residential13,471 12,410 9,488 
Total United States28,291 27,067 21,478 
Canada1,443 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)202320222021
Capital expenditures:
United States$423 $283 $232 
Canada18 
Total capital expenditures$441 $290 $241 
Depreciation and amortization:
United States(1)
$313 $292 $288 
Canada
Corporate — 
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)20232022
Assets:
United States$14,167 $13,747 
Canada795 802 
Corporate1,032 1,112 
Total assets$15,994 $15,661 
v3.23.3
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)202320222021
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 shares206.4 217.7 223.5 
   Effect of dilutive shares0.8 1.2 1.3 
   Diluted weighted average shares207.2 218.9 224.8 
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 shares0.1 0.1 0.1 
v3.23.3
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)202320222021
United Kingdom$80 $102 $123 
United States2,011 2,222 1,385 
International373 384 354 
       Total$2,464 $2,708 $1,862 
Schedule of Provision for Income Tax
Provision for income taxes consisted of the following:
For the years ended July 31,
(In millions)202320222021
Current:
United Kingdom$— ($18)$5 
Federal and state (U.S.)624 528 364 
International55 58 48 
         Total current$679 $568 $417 
Deferred:
United Kingdom$17 $20 ($8)
Federal and state (U.S.)(120)20 (176)
International(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)202320222021
Provision for income taxes at U.K. statutory rate(1)
$518 21.0 %$515 19.0 %$354 19.0 %
Non-U.K. tax rate differentials68 2.8 127 4.7 68 3.7 
Impact of change in reserves0.3 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— (23)(0.8)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)20232022
Assets:
Deferred compensation$69 $48 
Tax loss carryforwards186 184 
Lease liabilities378 306 
Sales returns and other liabilities123 103 
Inventory46 50 
Capitalized research and development44 — 
Other48 51 
     Total deferred tax assets894 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)202320222021
Unrecognized tax benefits at beginning of fiscal year$140 $132 $245 
Additions based on tax positions related to current year27 27 28 
Additions for tax positions of prior years11 
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 
v3.23.3
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 improvementsPeriod 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)20232022
Land$348 $273 
Buildings1,134 1,103 
Leasehold improvements529 455 
Plant and machinery834 719 
Other equipment156 146 
Property, plant and equipment3,001 2,696 
Less: Accumulated depreciation(1,406)(1,320)
Property, plant and equipment, net$1,595 $1,376 
v3.23.3
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)20232022
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 liabilities1,126 878 
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)202320222021
Operating lease costs$390 $349 $318 
Variable lease costs85 72 62 
Short-term lease costs23 14 
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,
20232022
Weighted average remaining lease term (years)5.55.1
Weighted average discount rate4.0 %3.3 %
Supplemental cash flow information related to leases from continuing operations consisted of the following:
For the years ended July 31,
(In millions)202320222021
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 
2025357 
2026289 
2027214 
2028157 
Thereafter295 
Total undiscounted lease payments1,689 
Less: imputed interest(197)
Present value of liabilities$1,492 
v3.23.3
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 StatesCanadaTotal
Balance as of July 31, 2021
$1,670 $158 $1,828 
   Acquisitions224 — 224 
   Effect of currency translation adjustment— (4)(4)
Balance as of July 31, 2022
1,894 154 2,048 
   Acquisitions198 — 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 
v3.23.3
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
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 AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Software4$283 ($197)$370 ($198)
Customer relationships*81,345 (750)1,138 (662)
Tradenames and brands*4268 (200)258 (171)
Other*3209 (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 
2025160 
2026123 
2027103 
202885 
Thereafter148 
Total$783 
v3.23.3
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)20232022
Variable-rate debt:
Receivables Facility$50 $455 
Term Loan500 — 
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 
2025150 
2026950 
2027450 
2028150 
Thereafter2,050 
Total$3,805 
v3.23.3
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,
20232022
(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Unsecured Senior Notes$2,330 $2,195 $2,328 $2,350 
Private Placement Notes904 871 1,153 1,142 
v3.23.3
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 translationPensionsTotal
Balance at July 31, 2020
($566)($479)($1,045)
Other comprehensive income before reclassifications35 66 101 
Amounts reclassified from accumulated other comprehensive loss135 13 148 
Other comprehensive income170 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— 
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— 
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)202320222021
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 
v3.23.3
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)20232022
Change in net benefit obligations:
Beginning balance$1,402 $2,208 
Interest cost51 41 
Actuarial gain(245)(554)
Benefits paid(57)(71)
Exchange rate adjustment67 (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 contributions24 15 
Benefits paid(57)(71)
Exchange rate adjustment74 (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)20232022
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)20232022
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)202320222021
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 ($79)
Schedule of Net Benefit Costs
The components of net periodic pension costs associated with all of the Company’s plans were as follows:
For the years ended July 31,
(In millions)202320222021
Selling, general and administrative expenses
Service costs$— $— $3 
Other expense (income), net
Amortization of net actuarial losses11 10 18 
Interest cost51 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 cost3.53 %1.78 %1.56 %
Discount rate, benefit obligations5.05 %3.53 %1.78 %
Expected return on plan assets3.41 %2.12 %2.60 %
Wage inflation growth rate2.50 %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,
20232022
Asset category:
Equity securities%%
Fixed income securities61 67 
Cash, cash equivalents and other short-term investments
Guaranteed insurance policies34 29 
Total100 %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)TotalLevel 1Level 2Level 3
U.K. Plan assets:
Fixed income securities:
Corporate$319 $2 $224 $93 
Asset backed— — 
Government410 406 — 
Cash, cash equivalents and other short-term investments29 28 — 
Insurance policies417 — — 417 
Canada Plan assets:
Equity securities33 33 — — 
Fixed income securities:
Corporate— — 
Government32 — 32 — 
Cash and cash equivalents— — 
Other19 11 — 
$1,270 $481 $279 $510 
As of July 31, 2022
(In millions)TotalLevel 1Level 2Level 3
U.K. Plan assets:
Fixed income securities:
Corporate$639 $8 $492 $139 
Asset backed80 16 58 
Government246 — 239 
Cash and cash equivalents25 22 — 
Insurance policies418 — — 418 
Canada Plan assets:
Equity securities35 35 — — 
Fixed income securities:
Corporate— — 
Government32 — 32 — 
Cash and cash equivalents— — 
Other25 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)20232022
Beginning balance$570 $786 
Transfers into Level 367 — 
Transfers out of Level 3(131)— 
Actual returns(108)
Purchases, sales and settlements, net(24)(20)
Impact of exchange rates27 (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 
202561 
202663 
202764 
202866 
2029-2033351 
Total$665 
v3.23.3
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,
202320222021
Ordinary shares:
Balance at beginning of period232,171,182 232,171,182 232,171,182 
Change in shares issued— — — 
   Balance at end of period232,171,182 232,171,182 232,171,182 
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 awards207,139 197,419 437,774 
   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 awards572,460 586,698 444,158 
   Balance at end of period(274,031)(846,491)(833,189)
Total shares outstanding at end of period204,003,471 210,246,114 221,475,177 
v3.23.3
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 SharesWeighted Average grant date fair value
Outstanding as July 31, 2022
1,576,554 $100.03 
Time vested grants119,470 100.71 
Performance vested grants279,310 100.71 
LTIP, equity settled grants37,676 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)202320222021
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)202320222021
Share-based compensation expense (within SG&A)$51 $57 $77 
Income tax benefit11 20 20 
v3.23.3
Acquisitions (Tables)
12 Months Ended
Jul. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions
NameDate of acquisitionCountry of
incorporation
Acquired %
Monark Premium ApplianceAugust 2022USA100 %
Guarino Distributing Company, L.L.C.November 2022USA100 %
Airefco, Inc.December 2022USA100 %
Power Process Equipment, Inc.December 2022USA100 %
Pipelines, Inc.January 2023USA100 %
S.G. Torrice, LLCJune 2023USA100 %
Bruce Supply Corp.July 2023USA100 %
Kennedy Culvert & Supply CompanyJuly 2023USA100 %
The net outflow of cash in respect of the purchase of businesses is as follows:  
For the years ended July 31,
(In millions)20232022
Purchase consideration$619 $668 
Cash and cash equivalents acquired(3)(18)
Cash consideration paid, net of cash acquired616 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)20232022
Intangible assets:
Trade names and brands$9 $27 
Customer relationships207 282 
Other17 
Operating lease right-of-use assets66 65 
Property, plant and equipment11 11 
Inventories180 139 
Receivables and other assets134 91 
Cash and cash equivalents18 
Lease liabilities(66)(65)
Trade and other payables(80)(68)
Deferred tax— (17)
Provisions(4)(1)
Total464 499 
Goodwill198 224 
Consideration$662 $723 
Satisfied by:
Cash$619 $668 
Deferred consideration43 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)20232022
Pro forma net sales$30,299 $29,354 
v3.23.3
Discontinued operations and disposals (Tables)
12 Months Ended
Jul. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Discontinued Operations
The results from discontinued operations, which have been included in the consolidated statements of earnings are as follows:
Year ended July 31,
(In millions, except per share amounts)20222021
Net sales$— $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, net23 (200)
Income (loss) before income tax23 (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)
v3.23.3
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    
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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)
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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) 21.00% 19.00% 19.00%
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) 0.00% 0.00% (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) 0.00% (0.80%) 0.40%
Provision for income taxes $ 575 $ 609 $ 232
Income tax expense (percent) 23.30% 22.50% 12.50%
v3.23.3
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
v3.23.3
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      
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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) 4.00% 3.30%
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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  
v3.23.3
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)
v3.23.3
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      
v3.23.3
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
v3.23.3
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
v3.23.3
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)   100.00%      
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)   100.00%      
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   4.00      
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        
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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)
v3.23.3
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
v3.23.3
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  
v3.23.3
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 100.00%   100.00%     100.00%
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 34.00%   29.00%     34.00%
Insurance policies | United Kingdom            
Defined Benefit Plan Disclosure [Line Items]            
Percentage of plan assets 35.00%         35.00%
v3.23.3
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)
v3.23.3
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
v3.23.3
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)
v3.23.3
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%
v3.23.3
Retirement benefit obligations - Asset Allocation (Details)
Jul. 31, 2023
Jul. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Total 100.00% 100.00%
Equity securities    
Defined Benefit Plan Disclosure [Line Items]    
Total 3.00% 2.00%
Fixed income securities    
Defined Benefit Plan Disclosure [Line Items]    
Total 61.00% 67.00%
Cash, cash equivalents and other short-term investments    
Defined Benefit Plan Disclosure [Line Items]    
Total 2.00% 2.00%
Guaranteed insurance policies    
Defined Benefit Plan Disclosure [Line Items]    
Total 34.00% 29.00%
v3.23.3
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  
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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  
v3.23.3
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) 10.00%  
Share based compensation, rolling offering period (in years) 10 years  
Share based compensation, percentage of outstanding treasury stock maximum (in percent) 5.00%  
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) 85.00%  
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  
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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 %           100.00%
Guarino Distributing Company, L.L.C.            
Business Acquisition [Line Items]            
Acquired %         100.00%  
Airefco, Inc.            
Business Acquisition [Line Items]            
Acquired %       100.00%    
Power Process Equipment, Inc.            
Business Acquisition [Line Items]            
Acquired %       100.00%    
Pipelines, Inc.            
Business Acquisition [Line Items]            
Acquired %     100.00%      
S.G. Torrice, LLC            
Business Acquisition [Line Items]            
Acquired %   100.00%        
Bruce Supply Corp.            
Business Acquisition [Line Items]            
Acquired % 100.00%          
Kennedy Culvert & Supply Company            
Business Acquisition [Line Items]            
Acquired % 100.00%          
v3.23.3
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
v3.23.3
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  
v3.23.3
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  
v3.23.3
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
v3.23.3
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)  
v3.23.3
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
v3.23.3
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