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Item 2 — Management's Discussion and Analysis
Ferguson Enterprises Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to convey management’s perspective regarding the Company’s operational and financial performance for the three and six months ended June 30, 2026 and 2025, respectively. This MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and related notes appearing in “Item 1. Financial Statements” of this Quarterly Report (the “Condensed Consolidated Financial Statements”) and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” of the Transition Report.
The following discussion contains trend information and other forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements, as well as from our historical performance, due to various factors, including, but not limited to, those referred to in “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report.
Overview
Ferguson is a value-added distributor of essential water and air solutions, serving the specialized professional in the residential and non-residential North American construction markets. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Ferguson is headquartered in Newport News, Virginia.
The following table presents highlights of the Company’s performance for the periods below:
Three months ended Six months ended
June 30, June 30,
(In millions, except per share amounts) 2026 2025 2026 2025
Net sales $8,751 $8,363 $16,223 $15,576
Operating profit 893 842 1,505 1,349
Net income 666 634 1,080 979
Earnings per share - diluted 3.43 3.21 5.56 4.94
Net cash provided by operating activities 716 1,123
Supplemental non-GAAP financial measures:(1)
Adjusted operating profit 932 906 1,579 1,503
Adjusted earnings per share - diluted 3.39 3.22 5.67 5.30
(1) The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.”
For the second quarter of 2026, net sales increased by 4.6% compared with the second quarter of 2025, primarily due to price inflation, higher volume and incremental sales from acquisitions.
For the second quarter of 2026, operating profit increased by 6.1% (adjusted operating profit increased 2.9%), compared with the second quarter of 2025. The year-over-year change was driven by higher sales and the associated gross profit, partially offset by higher variable operating costs.
For the second quarter of 2026, diluted earnings per share was $3.43 (adjusted diluted earnings per share: $3.39), increasing 6.9% (5.3% on an adjusted basis) compared with the second quarter of 2025 due to higher net income and the impact of share repurchases.
Net cash provided by operating activities decreased to $716 million in the year-to-date period of 2026 compared with $1,123 million in the same period of 2025, primarily reflecting an increased investment in working capital and the timing of income tax payments due to the transition to a calendar year-end, partially offset by higher net income after adjusting for non-cash items.
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Results of Operations
Three months ended Six months ended
June 30, June 30,
(In millions) 2026 2025 2026 2025
Net sales $8,751 $8,363 $16,223 $15,576
Cost of sales (6,039) (5,750) (11,193) (10,747)
Gross profit 2,712 2,613 5,030 4,829
Selling, general and administrative expenses (1,718) (1,650) (3,325) (3,215)
Restructuring expenses (2) (25) (4) (76)
Depreciation and amortization (99) (96) (196) (189)
Operating profit 893 842 1,505 1,349
Interest expense, net (52) (49) (97) (95)
Other income (expense) 5 (3) (2) 5
Income before income taxes 846 790 1,406 1,259
Provision for income taxes (180) (156) (326) (280)
Net income $666 $634 $1,080 $979
Net sales
For the second quarter of 2026, net sales were $8.8 billion, an increase of $0.4 billion, or 4.6%, compared with the second quarter of 2025. The increase in net sales was primarily driven by low single digit price inflation, higher volume and incremental sales from acquisitions of 1.0%. The Company’s increase in net sales was driven by growth in non-residential markets and, to a lesser extent, residential markets within its United States segment.
Net sales were $16.2 billion in the year-to-date period of 2026, an increase of $0.6 billion, or 4.2%, compared with the same period in 2025. The increase in net sales was primarily driven by low to mid-single digit price inflation and incremental sales from acquisitions of 0.9%, partially offset by lower sales volume.
Gross profit
Gross profit in the second quarter of 2026 increased $99 million, or 3.8%, compared with the second quarter of 2025, primarily reflecting increased net sales. Gross profit as a percentage of sales was 31.0% in the second quarter of 2026. Gross profit as a percent of sales was 31.2% in the second quarter of 2025. The decrease of 0.2% primarily reflects the timing and extent of supplier price increases in the prior year.
Gross profit in the year-to-date period of 2026 increased $201 million, or 4.2%, compared with the same period in 2025. Gross profit as a percentage of sales was flat in the year-over-year comparison.
Selling, general and administrative (“SG&A”) expenses
SG&A expenses in the second quarter of 2026 increased $68 million, or 4.1%, compared with the second quarter of 2025. SG&A as a percentage of sales was 19.6% in the second quarter of 2026 compared with 19.7% in the second quarter of 2025. The decrease in SG&A as a percentage of sales primarily reflects the timing and extent of certain incentive accruals in the prior year.
SG&A expenses in the year-to-date period of 2026 increased $110 million, or 3.4%, compared with the same period in 2025. SG&A as a percentage of sales was 20.5% in the year-to-date period of 2026 compared with 20.6% in the same period in 2025. The factors impacting the year-to-date comparisons were largely the same as those noted above for the quarter.
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Income tax
Income tax expense was $180 million in the second quarter of 2026, an increase of $24 million, or 15.4%, compared with the second quarter of 2025. In the year-to-date period of 2026, income tax expense was $326 million, an increase of $46 million, or 16.4%, compared to the same period in 2025. In both year-over-year comparisons, the increases were mainly due to higher income before income taxes.
The Company’s effective tax rates were 21.3% and 19.7% for the second quarters of 2026 and 2025, respectively. The Company’s effective tax rates were 23.2% and 22.2% for the year-to-date periods of 2026 and 2025, respectively. In both year-over-year comparisons, the higher effective tax rates were primarily driven by adjustments related to prior year tax positions.
Net income
Net income for the second quarter and year-to-date periods of 2026 was $666 million and $1,080 million, respectively. These represented increases of $32 million, or 5.0%, and $101 million, or 10.3%, compared with the respective periods in 2025 due to the various elements described in the sections above.
Segment results
United States
Three months ended Six months ended
June 30, June 30,
(In millions) 2026 2025 2026 2025
Net sales $8,343 $7,947 $15,489 $14,851
Adjusted operating profit 925 899 1,581 1,510
Net sales for the United States segment were $8.3 billion in the second quarter of 2026, an increase of $0.4 billion, or 5.0%, compared with the second quarter of 2025. The increase in net sales was primarily driven by low single digit price inflation, along with volume growth and incremental sales from acquisitions of 1.0%. Net sales in non-residential markets, representing approximately half of revenue in the United States, increased approximately 8% compared with the second quarter of 2025. This increase was driven by commercial/mechanical, industrial and waterworks, including large capital project activity. Net sales in residential markets increased approximately 2% compared with the second quarter of 2025 due to growth in HVAC.
Net sales were $15.5 billion in the year-to-date period of 2026, an increase of $0.6 billion, or 4.3%, compared with the same period in 2025. The increase in net sales was primarily driven by low to mid-single digit price inflation and incremental sales from acquisitions of 0.8%. Net sales in non-residential markets increased approximately 8% compared with the year-to-date period of 2025. This increase was driven by commercial/mechanical, industrial and waterworks, including large capital project activity. Net sales in residential markets increased 1% compared with the year-to-date period of 2025 due to growth in HVAC, partially offset by weak new construction activity and soft repair, maintenance and improvement (“RMI”) work.
Adjusted operating profit for the United States segment was $925 million in the second quarter of 2026, an increase of $26 million, or 2.9%, compared with the second quarter of 2025, primarily reflecting higher sales and the associated gross profit, partially offset by higher variable operating costs.
Adjusted operating profit for the United States segment was $1.6 billion in the year-to-date period of 2026, an increase of $0.1 billion, or 4.7%, compared to the same period in 2025. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter.
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Canada
Three months ended Six months ended
June 30, June 30,
(In millions) 2026 2025 2026 2025
Net sales $408 $416 $734 $725
Adjusted operating profit 22 23 27 29
Net sales for the Canada segment were $408 million in the second quarter of 2026, a decrease of $8 million, or 1.9%, compared with the second quarter of 2025. This decrease in net sales was primarily driven by the impact of non-core business divestments of 3.6%, along with lower sales volume, partially offset by low-single digit price inflation.
Net sales were $734 million in the year-to-date period of 2026, an increase of $9 million, or 1.2%, compared with the same period in 2025. The increase was primarily driven by low-single digit price inflation, incremental sales from acquisitions of 2.6% and the impact of foreign currency exchange rates of 1.9%. These increases were partially offset by the impact of non-core business divestments of 4.1%, along with lower sales volume.
Adjusted operating profit for the Canada segment decreased by $1 million in the second quarter of 2026, compared with the second quarter of 2025 due to lower gross margins, partially offset by lower operating costs.
Adjusted operating profit for the Canada segment decreased by $2 million in the year-to-date period of 2026. The factors impacting the year-to-date comparison were largely the same as those noted above for the quarter.
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Non-GAAP Reconciliations and Supplementary Information
The Company reports its financial results in accordance with U.S. GAAP. However, the Company believes certain non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. These non-GAAP financial measures include adjusted operating profit, adjusted net income and adjusted earnings per share (“adjusted EPS”) - diluted. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the Company’s Board of Directors (the “Board”). Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Reconciliation of net income to adjusted operating profit
The following table reconciles net income (U.S. GAAP) to adjusted operating profit (non-GAAP):
Three months ended Six months ended
June 30, June 30,
(In millions) 2026 2025 2026 2025
Net income $666 $634 $1,080 $979
Provision for income taxes 180 156 326 280
Interest expense, net 52 49 97 95
Other (income) expense, net (5) 3 2 (5)
Operating profit 893 842 1,505 1,349
Corporate restructuring expenses(1) 2 4 4 4
Business restructuring expenses(2) — 21 — 72
Amortization of acquired intangibles 37 39 70 78
Adjusted operating profit $932 $906 $1,579 $1,503
(1)For the three and six months ended June 30, 2026 and 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.
(2)For the three and six months ended June 30, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.
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Reconciliation of net income to adjusted net income and adjusted EPS - diluted
The following table reconciles net income (U.S. GAAP) to adjusted net income and adjusted EPS - diluted (non-GAAP):
Three months ended
June 30,
(In millions, except per share amounts) 2026 2025
per share(1) per share(1)
Net income $666 $3.43 $634 $3.21
Corporate restructuring expenses(2) 2 0.01 4 0.02
Business restructuring expenses(3) — — 21 0.10
Amortization of acquired intangibles 37 0.19 39 0.20
Discrete tax adjustments(4) (38) (0.19) (46) (0.23)
Tax impact on non-GAAP adjustments(5) (9) (0.05) (16) (0.08)
Adjusted net income $658 $3.39 $636 $3.22
Diluted weighted average shares outstanding 194.0 197.5
Six months ended
June 30,
(In millions, except per share amounts) 2026 2025
per share(1) per share(1)
Net income $1,080 $5.56 $979 $4.94
Corporate restructuring expenses(2) 4 0.02 4 0.02
Business restructuring expenses(3) — — 72 0.36
Amortization of acquired intangibles 70 0.36 78 0.40
Discrete tax adjustments(4) (34) (0.18) (43) (0.22)
Tax impact on non-GAAP adjustments(5) (18) (0.09) (39) (0.20)
Adjusted net income $1,102 $5.67 $1,051 $5.30
Diluted weighted average shares outstanding 194.4 198.2
(1)Per share on a dilutive basis.
(2)For the three and six months ended June 30, 2026 and 2025, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.
(3)For the three and six months ended June 30, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.
(4)For the three and six months ended June 30, 2026 and 2025, discrete tax adjustments were mainly related to the release of uncertain tax positions due to the lapsing of statute of limitations, adjustments related to prior year tax positions, as well as tax treatment of certain compensation items that were not individually significant.
(5)For the three and six months ended June 30, 2026, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles. For the three and six months ended June 30, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles.
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Liquidity and Capital Resources
The Company believes its current cash position coupled with cash flow anticipated to be generated from operations and access to capital should be sufficient to meet its operating cash requirements for the next 12 months and will also enable the Company to invest and fund capital expenditures, acquisitions, dividend payments, share repurchases, required debt payments and other contractual obligations through the next several years. The Company also anticipates that it has the ability to obtain alternative sources of financing, if necessary.
The Company’s material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include debt service and related interest payments, operating lease obligations and other purchase obligations. The nature and composition of such existing cash requirements have not materially changed from those disclosed in the Transition Report other than items updated in this Quarterly Report.
On July 13, 2026, the Company announced that it has entered into a definitive agreement to acquire FWI Holdings, Inc. for approximately $1.6 billion. The Company has committed financing for the acquisition and expects to fund the acquisition through a combination of available cash and borrowings under such financing arrangements. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.
Cash flows
As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $437 million and $557 million, respectively. In addition to cash, the Company had $1.6 billion of available liquidity from undrawn debt facilities as of June 30, 2026.
As of June 30, 2026, the Company’s total debt was $4.9 billion. The Company anticipates that it will be able to meet its debt obligations as they become due.
Cash flows from operating activities
Six months ended
June 30,
(In millions) 2026 2025
Net cash provided by operating activities $716 $1,123
Net cash provided by operating activities was $716 million and $1,123 million for the year-to-date periods of 2026 and 2025, respectively. The $407 million decrease was mainly due to an increased investment in working capital and the timing of both income tax payments and cash incentive payouts due to the transition to a calendar year-end, partially offset by higher net income (adjusted for non-cash items). The increase in working capital was primarily driven by an increase in receivables due to increased sales as well as the timing of collections year-over-year and higher inventory purchases in consideration of customer demand, which was partially offset by the timing of vendor payments compared with the prior year.
Cash flows from investing activities
Six months ended
June 30,
(In millions) 2026 2025
Net cash used in investing activities ($800) ($352)
Capital expenditures totaled $234 million and $141 million for the year-to-date periods of 2026 and 2025, respectively. These investments were primarily for strategic projects to support future growth, such as new market distribution centers, our branch network and new technology. In addition, the Company invested $583 million and $226 million in new acquisitions for the six months ended June 30, 2026 and 2025, respectively.
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Cash flows from financing activities
Six months ended
June 30,
(In millions) 2026 2025
Net cash used in financing activities ($17) ($1,125)
Dividends paid to shareholders were $347 million and $330 million for the year-to-date periods of 2026 and 2025, respectively.
Share repurchases under the Company’s authorized share repurchase programs were $438 million and $428 million for the year-to-date periods of 2026 and 2025, respectively.
Net proceeds from debt transactions were $775 million compared with net payments of $225 million for the year-to-date periods of 2026 and 2025, respectively. In the year-to-date period of 2026, the Company had net borrowings of $525 million under the Receivables Facility and $250 million under the Revolving Facility (each, defined below). In the year-to-date period of 2025, the Company had net repayments of $225 million under the Receivables Facility.
Debt facilities
The following section summarizes certain material provisions of our long-term debt facilities and current obligations. The following description is only a summary, does not purport to be complete and is qualified in its entirety by reference to the documents governing such indebtedness.
As of
(In millions) June 30, 2026 December 31, 2025
Short-term debt $448 $148
Long-term debt 4,456 3,978
Total debt $4,904 $4,126
Private Placement Notes
In June 2015 and November 2017, Wolseley Capital, Inc., a wholly-owned subsidiary of the Company, privately placed fixed rate notes (the “Private Placement Notes”). As of June 30, 2026, $300 million in Private Placement Notes remain outstanding.
In November 2026, $150 million of private placement notes will mature.
Unsecured Senior Notes
The Company has issued $3.85 billion in various issuances of unsecured senior notes.
In April 2027, $300 million of unsecured senior notes will mature.
Receivables Securitization Facility
The Company maintains a Receivables Securitization Facility with an aggregate total available amount of $900 million (the “Receivables Facility”). The Company has the ability to increase the aggregate total available amount under the Receivables Facility up to a total of $1.5 billion from time to time, subject to lender participation. As of June 30, 2026, $525 million borrowings were outstanding under the Receivables Facility.
Revolving Credit Facility
The Company, pursuant to a revolving credit agreement (the “Revolving Credit Agreement”), maintains a revolving credit facility that has aggregate total available credit commitments of $1.5 billion (the “Revolving Facility”). The Revolving Credit Agreement provides the Company with the ability to increase from time to time the aggregate capacity of the facility by $500 million under certain conditions, including the receipt of additional or increased lender commitments. As of June 30, 2026, $250 million borrowings were outstanding under the Revolving Facility.
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Other
The Company was in compliance with all debt covenants that were in effect as of June 30, 2026.
See Note 5, Debt to the Condensed Consolidated Financial Statements and the notes to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” of the Transition Report for further details.
There have been no significant changes to the Company’s policies on accounting for, valuing or managing the risk of financial instruments during the three months ended June 30, 2026.
Guarantor Disclosures
Ferguson Enterprises Inc. (the “Issuer”) is the issuer of the 4.350% Senior Notes due 2031 and 5.000% Senior Notes due 2034. The obligations under both series of senior notes are unsecured and are fully and unconditionally guaranteed on an unsecured basis by Ferguson UK Holdings Limited (the “Guarantor” and together with the Issuer, the “Obligor Group”).
The Issuer is a holding company that primarily repurchases shares and pays dividends, issues and services third-party debt obligations, and engages in certain corporate and headquarters activities, as well as holds an investment in its direct subsidiary, that primarily holds investments in and borrows from the Guarantor. The Guarantor is a holding company that primarily issues and services third-party debt obligations and holds investments in, borrows from and lends to non-guarantor subsidiary operating companies. These activities are generally funded by non-guarantor subsidiaries. The Guarantor is a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of the Issuer.
Summarized Financial Information of Obligor Group
The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for the Obligor Group on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X. The summarized financial information should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Transition Report.
As of
(In millions) June 30, 2026 December 31, 2025
Current assets $65 $46
Non-current assets 2 2
Current liabilities 198 214
Non-current liabilities 1,753 1,500
Due (to)/from non-guarantor subsidiaries, net (171) 370
Six months ended
June 30,
(In millions) 2026
Net sales $—
Gross profit —
Operating loss (24)
Net loss (68)
Other interest income, net from non-guarantor subsidiaries 31
Other loss, net from non-guarantor subsidiaries(1) (14)
(1)Includes income from intercompany transaction with non-guarantor subsidiaries, primarily from non-cash dividend transactions.
Critical accounting policies and estimates
There have been no material changes to our critical accounting policies as disclosed in the Transition Report.
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