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As Of Filer Filing For·On·As Docs:Size 9/27/22 Ferguson plc 10-K 7/31/22 137:14M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.72M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 80K
10: EX-10.10 Material Contract HTML 54K
11: EX-10.11 Material Contract HTML 49K
12: EX-10.12 Material Contract HTML 55K
13: EX-10.13 Material Contract HTML 57K
14: EX-10.14 Material Contract HTML 54K
15: EX-10.15 Material Contract HTML 52K
16: EX-10.16 Material Contract HTML 50K
17: EX-10.17 Material Contract HTML 82K
18: EX-10.18 Material Contract HTML 71K
3: EX-10.2 Material Contract HTML 41K
4: EX-10.3 Material Contract HTML 44K
5: EX-10.4 Material Contract HTML 1.10M
6: EX-10.6 Material Contract HTML 53K
7: EX-10.7 Material Contract HTML 56K
8: EX-10.8 Material Contract HTML 51K
9: EX-10.9 Material Contract HTML 69K
19: EX-21.1 Subsidiaries List HTML 65K
20: EX-23.1 Consent of Expert or Counsel HTML 33K
21: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
22: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
23: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
24: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
30: R1 Cover HTML 96K
31: R2 Audit Information HTML 38K
32: R3 Consolidated Statements of Earnings HTML 139K
33: R4 Consolidated Statements of Comprehensive Income HTML 59K
34: R5 Consolidated Statements of Comprehensive Income HTML 35K
(Parenthetical)
35: R6 Consolidated Balance Sheets HTML 144K
36: R7 Consolidated Balance Sheets (Parenthetical) HTML 48K
37: R8 Consolidated Statements of Shareholders? Equity HTML 72K
38: R9 Consolidated Statements of Shareholders? Equity HTML 35K
(Parenthetical)
39: R10 Consolidated Statements of Cash Flows HTML 138K
40: R11 Summary of significant accounting policies HTML 93K
41: R12 Segment information HTML 100K
42: R13 Earnings per share HTML 59K
43: R14 Income tax HTML 119K
44: R15 Property, plant and equipment HTML 46K
45: R16 Leases HTML 66K
46: R17 Goodwill HTML 49K
47: R18 Other intangible assets HTML 55K
48: R19 Debt HTML 75K
49: R20 Assets and liabilities at fair value HTML 55K
50: R21 Commitment and contingencies HTML 37K
51: R22 Accumulated other comprehensive (loss) income HTML 64K
52: R23 Retirement benefit obligations HTML 171K
53: R24 Shareholders? equity HTML 63K
54: R25 Share-based compensation HTML 52K
55: R26 Acquisitions HTML 84K
56: R27 Discontinued operations and disposals HTML 53K
57: R28 Related party transactions HTML 36K
58: R29 Summary of significant accounting policies HTML 142K
(Policies)
59: R30 Summary of significant accounting policies HTML 79K
(Tables)
60: R31 Segment information (Tables) HTML 95K
61: R32 Earnings per share (Tables) HTML 59K
62: R33 Income tax (Tables) HTML 122K
63: R34 Property, plant and equipment (Tables) HTML 48K
64: R35 Leases (Tables) HTML 69K
65: R36 Goodwill (Tables) HTML 51K
66: R37 Other intangible assets (Tables) HTML 59K
67: R38 Debt (Tables) HTML 61K
68: R39 Assets and liabilities at fair value (Tables) HTML 51K
69: R40 Accumulated other comprehensive (Loss) Income HTML 65K
(Tables)
70: R41 Retirement benefit obligations (Tables) HTML 175K
71: R42 Shareholders? equity (Tables) HTML 57K
72: R43 Share-based compensation (Tables) HTML 45K
73: R44 Acquisitions (Tables) HTML 83K
74: R45 Discontinued operations and disposals (Tables) HTML 55K
75: R46 Summary of significant accounting policies - HTML 44K
Narrative (Details)
76: R47 Summary of significant accounting policies - HTML 35K
Advertising and Marketing Costs (Details)
77: R48 Summary of significant accounting policies - Cash HTML 42K
and Cash Equivalents (Details)
78: R49 Summary of significant accounting policies - HTML 52K
Useful Life of Intangible Assets (Details)
79: R50 Summary of significant accounting policies - HTML 50K
Useful Life of PPE (Details)
80: R51 Segment information - Narrative (Details) HTML 35K
81: R52 Segment information - Items not Allocated HTML 73K
(Details)
82: R53 Segment information - Disaggregation of Net Sales HTML 57K
(Details)
83: R54 Segment information - Depreciation and HTML 51K
Amortization (Details)
84: R55 Segment information - Identifiable Assets HTML 49K
(Details)
85: R56 Earnings per share (Details) HTML 102K
86: R57 Income tax - Earnings Before Income Tax (Details) HTML 48K
87: R58 Income tax - Provision for Income Taxes (Details) HTML 60K
88: R59 Income tax - Reconciliation of Income Tax Expense HTML 73K
(Details)
89: R60 Income tax - Deferred Tax Assets and Liabilities HTML 66K
(Details)
90: R61 Income tax - Narrative (Details) HTML 65K
91: R62 Income tax - Unrecognized Tax Benefits (Details) HTML 47K
92: R63 Property, plant and equipment - Schedule of PPE HTML 52K
(Details)
93: R64 Property, plant and equipment - Narrative HTML 35K
(Details)
94: R65 Leases - Assets and Liabilities (Details) HTML 41K
95: R66 Leases - Lease Cost (Details) HTML 42K
96: R67 Leases - Lease Term and Weighted Average Discount HTML 38K
Rate (Details)
97: R68 Leases - Maturity Payments (Details) HTML 52K
98: R69 Leases - Supplemental Cash Flow Information HTML 38K
(Details)
99: R70 Leases - Narrative (Details) HTML 34K
100: R71 Goodwill - Narrative (Details) HTML 36K
101: R72 Goodwill - Goodwill Rollforward (Details) HTML 51K
102: R73 Other intangible assets - Schedule of Finite-Lived HTML 51K
Intangible Assets (Details)
103: R74 Other intangible assets - Narrative (Details) HTML 43K
104: R75 Other intangible assets - Future Amortization HTML 49K
(Details)
105: R76 Debt - Schedule of Debt (Details) HTML 77K
106: R77 Debt - Narrative (Details) HTML 76K
107: R78 Debt - Maturities (Details) HTML 54K
108: R79 Assets and liabilities at fair value - Assets and HTML 63K
Liabilities Measured at Fair Value (Details)
109: R80 Assets and liabilities at fair value - Narrative HTML 46K
(Details)
110: R81 Accumulated other comprehensive (loss) income - HTML 57K
Change in AOCI (Details)
111: R82 Accumulated other comprehensive (loss) income - HTML 56K
Reclassification Out of AOCI (Details)
112: R83 Retirement benefit obligations - Funded Status HTML 70K
(Details)
113: R84 Retirement benefit obligations - Narrative HTML 59K
(Details)
114: R85 Retirement benefit obligations - Non-Current Asset HTML 40K
and Liability in Balance Sheet (Details)
115: R86 Retirement benefit obligations - AOCI (Details) HTML 40K
116: R87 Retirement benefit obligations - OCI (Details) HTML 44K
117: R88 Retirement benefit obligations - Net Periodic Cost HTML 66K
(Details)
118: R89 Retirement benefit obligations - Asset Allocation HTML 44K
(Details)
119: R90 Retirement benefit obligations - Fair Value of HTML 102K
Plan Assets UK and Canada (Details)
120: R91 Retirement benefit obligations - Level 3 Fair HTML 47K
Value Inputs (Details)
121: R92 Retirement benefit obligations - Future Benefit HTML 45K
Payment Obligations (Details)
122: R93 Shareholders? equity - Summary of Share Activity HTML 59K
(Details)
123: R94 Shareholders? equity - Narrative (Details) HTML 52K
124: R95 Share-based compensation - Narrative (Details) HTML 80K
125: R96 Share-based compensation - Summary of Awards HTML 71K
(Details)
126: R97 Acquisitions - Businesses Acquired (Details) HTML 87K
127: R98 Acquisitions - Schedule of Assets and Liabilities HTML 75K
Acquired (Details)
128: R99 Acquisitions - Narrative (Details) HTML 40K
129: R100 Acquisitions - Net Cash Outflow (Details) HTML 44K
130: R101 Discontinued operations and disposals - Schedule HTML 69K
of Discontinued Operations (Details)
131: R102 Discontinued operations and disposals - Narrative HTML 51K
(Details)
132: R103 Related party transactions (Details) HTML 37K
135: XML IDEA XML File -- Filing Summary XML 226K
133: XML XBRL Instance -- ferg-20220731_htm XML 3.12M
134: EXCEL IDEA Workbook of Financial Reports XLSX 210K
26: EX-101.CAL XBRL Calculations -- ferg-20220731_cal XML 328K
27: EX-101.DEF XBRL Definitions -- ferg-20220731_def XML 706K
28: EX-101.LAB XBRL Labels -- ferg-20220731_lab XML 2.10M
29: EX-101.PRE XBRL Presentations -- ferg-20220731_pre XML 1.32M
25: EX-101.SCH XBRL Schema -- ferg-20220731 XSD 225K
136: JSON XBRL Instance as JSON Data -- MetaLinks 554± 836K
137: ZIP XBRL Zipped Folder -- 0001832433-22-000086-xbrl Zip 982K
| Document |
Corporate
Law Issue | Delaware Law | Jersey Law | ||||||||||||||||||||||||
Special Meetings of Shareholders | Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting or the last action by written consent to elect directors in lieu of an annual
meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder or a director. | Shareholders holding 10% or more of a Jersey company's voting rights and entitled to vote at the relevant meeting may legally require our directors to call a meeting of shareholders. The Jersey Financial Services Commission (“JFSC”), may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offence on the part of a Jersey company and its directors and secretary. | ||||||||||||||||||||||||
Interested Director Transactions | Interested director transactions are permissible and may not be legally
voided if: •either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation's capital stock entitled to vote upon the matter, approves the transaction in good faith upon disclosure of all material facts; or •the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders. | An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries,
which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit. A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director's interest in the transaction are disclosed in reasonable detail in the notice calling
the meeting at which the resolution is passed. Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into. Our Articles set out a limited number of transactions and matters in which a director may be interested and in which he or she may vote and be counted in the quorum in relation to a resolution on the matter. | ||||||||||||||||||||||||
Cumulative
Voting | The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections of directors or at elections under specified circumstances. | There are no provisions in the Jersey Companies Law relating to cumulative voting. | ||||||||||||||||||||||||
Approval of Corporate Matters by Written Consent | Unless otherwise specified in a corporation's certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without
a meeting, notice or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered. | If permitted by the articles of association of a company, a written consent signed and passed by the specified majority of members may affect any matter that otherwise may be brought before a shareholders' meeting, except for the removal of a company's auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution. Our
Articles do not contain provisions regarding shareholder resolutions in writing. | ||||||||||||||||||||||||
Business Combinations | With certain exceptions, a merger, consolidation or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. | A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the articles of association of the company require, by the shareholders in a general meeting. A merger involving a Jersey company
must be generally documented in a merger agreement which must be approved by special resolution of that company. In the case of a merger requiring approval by special resolution, our Articles specify that a special resolution of the Company must be passed by three-fourths of the shareholders who (being entitled to do so) vote in person, or by proxy. The Articles do not contain provisions regarding shareholder resolutions in writing. Further, in certain scenarios, the UK listing rules to which we are subject also require shareholder approval for dispositions and business combination transactions. In the case of a merger requiring approval by special resolution, our Articles specify that a special resolution of the Company
must be passed by three-fourths of the shareholders who (being entitled to do so) vote in person, or by proxy. The Articles do not contain provisions regarding shareholder resolutions in writing. Further, in certain scenarios, the UK listing rules to which we are subject also require shareholder approval for dispositions and business combination transactions. | ||||||||||||||||||||||||
Limitations
on Director’s Liability and Indemnification of Directors and Officers | A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors or officers to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (for directors) the authorization of unlawful dividends, stock purchases, or redemptions, any transaction from which a director or officer derived an improper personal benefit, or (for officers) any action by or in right of the corporation. Moreover, these provisions would not be likely to bar claims
arising under U.S. federal securities laws. A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful. | The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty. However, a Jersey company may exempt
from liability, and indemnify directors and officers, for liabilities: • incurred in defending any civil or criminal legal proceedings where: - judgment is given in the person's favor or the person is acquitted; - the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or - the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person's resistance to the proceedings; • incurred to anyone other than to the
company if the person acted in good faith with a view to the best interests of the company; • incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or • incurred in a case in which the company normally maintains insurance for persons other than directors. Our Articles provide that the Company is required to indemnify every director or other officer of the
Company (other than any person (whether an officer or not) engaged by the Company as auditor) out of its assets against any liability incurred by him or her for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company. The extent of such indemnities shall be limited in accordance with the provisions of the Jersey Companies Law. | ||||||||||||||||||||||||
Appraisal
Rights | A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. | There are no appraisal rights under the Jersey Companies Law. | ||||||||||||||||||||||||
Shareholder Suits | Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions,
the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action. | Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company's affairs, including a proposed or actual act or omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder making the application. There may also be customary law personal actions available to shareholders. Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to
do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders. | ||||||||||||||||||||||||
Inspection of Books and Records | All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation's shares ledger and its other books and records for any purpose reasonably related to such person's interest as a shareholder. | The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder of the company without charge. The
register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge. | ||||||||||||||||||||||||
Amendments
to Charter | Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote. | The memorandum of association and the
articles of association of a Jersey company may only be amended by special resolution (being a two-thirds majority if the articles of association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution signed by all the shareholders entitled to vote. Our Articles specify that a special resolution of the Company is required to be passed by three-fourths of the shareholders who (being entitled to do so) vote in person, or by proxy. The Articles do not contain provisions regarding shareholder resolutions in writing. Our
Articles specify that a special resolution of the Company is required to be passed by three-fourths of the shareholders who (being entitled to do so) vote in person, or by proxy. The Articles do not contain provisions regarding shareholder resolutions in writing. | ||||||||||||||||||||||||
Blank
Check Preferred Stock/Shares | Under Delaware law, the certificate of incorporation of a corporation may give the board of directors the right to issue new classes of preferred shares with voting, conversion dividend distribution, and other rights to be determined by the board of directors at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares. In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares. | The
City Code requires a target company shareholders’ consent in general meeting before the target company can take any action (other than seeking alternative bids) that may result in the frustration of a takeover bid. Moreover, the City Code provides that the board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on merits of a takeover bid. | ||||||||||||||||||||||||
Distributions and Dividends: Repurchases and Redemptions | Under Delaware law, subject to any restrictions contained in the certificate of incorporation, a corporation may pay dividends out of capital surplus or,
if there is no surplus, out of net profits for the current and/or the preceding fiscal year in which the dividend is declared, as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in Delaware law as the excess of the net assets over capital, as such capital may be adjusted by the board of directors. A Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by the purchase or redemption, and it may not purchase, for more than the price at which they may be redeemed, any of its shares which are redeemable at the option of the corporation. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution
of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced. | Under Jersey Companies Law, a Jersey company may make a distribution at any time and out of any source provided that the directors the company who authorize the distribution make an immediate and 12 month forward looking cash-flow solvency statement. Likewise, authorizing directors must also make a solvency statement in the event of redeeming or purchasing the company's shares. A description of Repurchase and Redemptions provisions under Jersey Companies Law is set out above under the heading “Other
Jersey, Channel Islands Law Considerations-Purchase or redemption of own shares.” | ||||||||||||||||||||||||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/27/22 | 6-K | ||
| 9/12/22 | ||||
| For Period end: | 7/31/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Ferguson Enterprises Inc./DE S-4/A 1:4M Donnelley … Solutions/FA 4/12/24 Ferguson Enterprises Inc./DE S-4/A 6:4.1M Donnelley … Solutions/FA 3/01/24 Ferguson Enterprises Inc./DE S-4 12:4.2M Donnelley … Solutions/FA 9/26/23 Ferguson plc 10-K 7/31/23 152:16M 12/02/22 Ferguson plc S-8 12/02/22 4:130K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/22 Ferguson plc S-8 2/28/22 5:435K Donnelley … Solutions/FA 9/28/21 Ferguson plc 20-F 7/31/21 172:24M 3/08/21 Ferguson plc S-8 3/08/21 11:1.8M Donnelley … Solutions/FA 2/12/21 Ferguson plc 20FR12B 8:5.8M Donnelley … Solutions/FA |