Debt

9 Months Ended

Apr. 30, 2025

Debt Disclosure [Abstract]

Debt

Debt

The Company’s debt obligations consisted of the following:

	As of
(In millions)	April 30, 2025	July 31, 2024
Variable-rate debt:
Receivables Facility	$325	$250
Term Loan	—	500
Fixed-rate debt:
Private placement notes	700	850
Unsecured senior notes, due April 2027 - April 2032	2,350	2,350
2034 Senior Notes, 5.00% due October 2034	750	—
Subtotal	$4,125	$3,950
Less: current maturities of debt	(400)	(150)
Unamortized discounts and debt issuance costs	(21)	(18)
Interest rate swap - fair value adjustment	(3)	(8)
Total long-term debt	$3,701	$3,774

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 following parties (the “Parties”): the Company, Ferguson Receivables, LLC (“FRL”) and certain other subsidiaries of the Company; 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 Purchase Agreement”). Capitalized terms used in this summary have the meaning set forth in the Receivables Purchase Agreement, as amended by the Omnibus Amendment and Consent (Ferguson Receivables, LLC), dated April 21, 2025, among the Parties (the “Omnibus Amendment”).

Pursuant to the Omnibus Amendment, the Maximum Net Investment was reduced by $185 million in connection with the termination of the TD Purchase Group’s commitment under the Receivables Facility. As a result, the Receivables Facility now consists of funding for up to $915 million, terminating on October 29, 2027. 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. Under the Receivables Facility, creditors of FRL have no recourse to the Company’s general credit and FRL’s assets can be used only to settle FRL’s obligations. As of April 30, 2025, $325 million in borrowings were outstanding under the Receivables Facility. The interest rate under the Receivable Facility was approximately 5.26% as of April 30, 2025.

Term Loan Agreement

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

Revolving Credit Facility

In April 2025, the Company entered into a revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, FUKHL, as guarantor, and certain other lenders (the “Revolving Credit Agreement”), providing for an unsecured revolving credit facility in an aggregate committed amount of $1.5 billion that matures April 2, 2030 (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.

U.S. Dollar-denominated loans bear interest at either Term SOFR Rate plus a rating-based margin or, alternatively, at Base Rate plus margin. Canadian Dollar-denominated loans bear interest at Adjusted Term CORRA Rate plus a margin. In addition, the Company will pay a commitment fee on any unused commitments. The margin as well as the commitment fee is based on the Company’s senior unsecured debt rating.

Upon entering into the Revolving Credit Agreement, the Company terminated its existing committed $1.35 billion Multicurrency Revolving Facility Agreement originally dated March 10, 2020, as amended and restated by that certain Amendment and Restatement Agreement, dated October 7, 2022.

As of April 30, 2025, no borrowings were outstanding under the Revolving Facility.

Private Placement Notes

In the second quarter of fiscal 2025, the Company repaid $150 million related to the 3.44% private placement notes that matured in November 2024.

In September 2025, $400 million of private placement notes will mature.

2034 Senior Notes

On October 3, 2024, the Company issued and sold $750 million aggregate principal amount of unsecured senior notes, maturing in October 2034 (the “2034 Senior Notes”). The 2034 Senior Notes bear interest at a rate of 5.00%, payable semi-annually. The obligations of the Company under the 2034 Senior Notes are fully and unconditionally guaranteed by FUKHL, an indirect subsidiary of the Company.

The 2034 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 2034 Senior Notes include covenants, subject to certain exceptions, which include limitations on the granting of liens and on mergers and acquisitions.

Other

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