14 November 2019

Brian Baldwin, Partner, Trian Fund Management L.P.

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opinions of Trian Fund Management, L.P. and certain of its affiliates (collectively, “Trian”) and are based on publicly available information with respect to Ferguson
plc (the “Company”) and the other companies referred to herein. Trian recognizes that there may be confidential information in the possession of the Company and
the other companies discussed in this presentation that could lead such companies to disagree with Trian’s conclusions. Trian does not endorse third-party
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Select figures presented in this presentation, including investment values, have not been calculated using generally accepted accounting principles (“GAAP”) or
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information and potential impact of Trian’s analyses set forth herein are based on assumptions that Trian believes to be reasonable as of the date of this
presentation, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.
This presentation does not recommend the purchase or sale of any security.

This presentation is based upon information reasonably available to Trian as of the date noted herein. Furthermore, the information, which includes information and
data used and derived or obtained from filings made with regulatory authorities and from other public filings and third party reports, has been obtained from sources
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2
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3
 Ferguson Overview

 Trian owns approximately 13.9mm shares of Ferguson plc (valued at

£920mm / $1.2bn; ~6.1% of shares outstanding)(1)

Share Price(1): £66 ($85)  Leading North American specialty distributor of plumbing & HVAC
Market Cap: $19.4bn (“blended branches”) and Waterworks / Fire & Fabrication
EV: $20.5bn  #1 market share in North American blended branches (plumbing &
HVAC) with a mid-to-high teens market share…no clear national rival
Valuation Metrics(2)
CY 2020 EBITDA: $1.98bn  #1 market share in North American Waterworks / Fire & Fabrication
EV/2020 EBITDA: 10.4x with low 20% market share… Core & Main is only large national
competitor

CY 2020 EPS: $5.29  Ferguson is predominantly a North American business (currently

Price / 2020 EPS: 16.1x ~95% of EBITDA from North America)

Net Debt / LTM EBITDA:  1,708 branches, 11 DC’s, and ~$20bn revenue in North America
0.7x  On September 3, Ferguson announced that it intends to demerge its
UK business(3); Kevin Murphy (US CEO) will become Group CEO on
November 19; Board will consider most appropriate listing structure
for Ferguson going forward
Source: Company filings, FactSet.
Note: Throughout this presentation: “EV” is defined as enterprise value; “EBITDA” is defined as earnings before interest, taxes, depreciation and amortization; “P/E” is defined as price
to earnings ratio; “North America” is defined as US and Canada; “HVAC” is defined as heating, ventilation and air conditioning; ”ROIC” is defined as return on invested capital; “DC” is
defined as distribution center; “CY” is defined as calendar year; “bps” is defined as basis points; “RMI” is defined as “repair, maintenance, and improvement”; and “MRO” is defined as
maintenance, repair, and operations.
(1) As of November 5, 2019.
(2) Based on Wall Street research consensus estimates for calendar year 2019 as of November 5, 2019. 4
(3) Subject to shareholder approval.
 Trian’s Investment Thesis
1. Attractive North American Business
 Commercial and residential trade customers value convenience and availability over price…labor
costs more than product to end user
 Branch-driven business: ~80% of sales originated or distributed from a Ferguson branch or
showroom (Amazon-resilient business)
 ~75% of blended branch business is repair, maintenance, and improvement oriented (less cyclical)

2. Scale = Virtuous Cycle

 Ferguson is #1 player in highly fragmented North American market
– We expect Ferguson to be the prudent consolidator (completed 15 acquisitions last year)
 Scale advantages driven by vendor rebates; private label; DC network; product availability; local
market route density
– Provides ability to reinvest in growth initiatives such as e-commerce (25% of business)
 Ferguson has grown US organic revenue at a ~7.5% CAGR since 2014 – outgrowing the market
300-400 bps organically(1) while increasing margins and return on capital
 We believe Ferguson can significantly enhance market share over time

3. We Believe Ferguson is Mispriced as a UK-Listed Equity as 100% of its EBITDA

Will Be from North America Following the UK Business De-Merger(2)
 Leading specialty distributors in the US trade at 17.2x EBITDA versus Ferguson at 10.4x EBITDA
Source: Company filings, investor presentations, FactSet. 5
(1) According to Ferguson management. Data sourced from investor presentation dated October 2, 2018. (2) Subject to shareholder approval.
 We Believe Ferguson Is an Exceptional Business…
 Ferguson’s US business has organically outgrown the market by an average of 300-400bps while
delivering improving operating margins and increasing ROIC to ~23%

Ferguson US Business: Historical Performance

Revenue ($bn’s) EBITA ($bn’s)

~9.5% CAGR (7.5% ~11.0% CAGR (EBITA

Organic; 2.0% M&A) Margins +50bps)
$1.5
$18.4

$11.6 $0.9

2014 2019
2014 2019 6
Source: Company filings, investor presentations.
 …That is Misunderstood and Significantly Undervalued
CY 2020 EV / EBITDA

… We believe Ferguson’s
blended branch business
should be valued in-line with 17.2x
specialty RMI distributors

13.4x
12.3x

10.4x

8.3x

UK Distributors Broadline MRO Home Improvement Retail Specialty RMI Distributors

(1)
(2)

Source: FactSet, company filings. Figures represent averages. Valuation metrics calculated off of Wall Street research 2019 calendar year estimates.
(1) Deducts Construction & Industrial segment at 8x EBITDA and a pro-rata share of net debt. 7
(2) Minority interest capitalized at 26x net income (Watsco’s current P/E multiple) and added to enterprise value.
 Why is Ferguson Mispriced? We Believe Equity Markets Under-
Appreciate the Magnitude of Ferguson’s Evolution
Ferguson EBITA Contribution by Segment

US Building Materials Distribution

European Distribution Notable Divestitures:

North American Specialty ***Ferguson exited 25 countries and

100% North
31 business units since 2008
American Specialty

41% North American $1,537  UK (Announced 2019)

Specialty
 Netherlands (2019)

 Nordics (2018)
$1,085
 Switzerland (2017)
$182
 France (2016)

 US Building Material Distribution

$461 (2011)

 Italy (2011)

$442

2004a 2019 (1)

Pro Forma
Source: Company filings, press releases. 8
(1) Pro forma for de-merger of UK business.
 Why is Ferguson Mispriced? Ferguson’s North American Business is
Structurally More Attractive than its UK Business but It Trades in the UK
North America Market United Kingdom Market
(95% FY 19 EBITDA) (5% of FY 19 EBITDA)

Ferguson Brand(1)

Clear #1…Highly 4 Players b/w $2bn - $3bn

Ferguson Market Share
Better fragmented revenue…consolidated
market
structure Less attractive…Large boiler
Attractive…Fragmented
Distribution Hourglass market and more
supplier and customer base
concentrated customer base

Revenue / Branch $11.5mm $4.1mm

Better
economics Gross Margins(2) 30% 22%

Cumulative Organic
+37% +4%
Better Growth (5 Years)(3)
Results
EBITA Growth (5 Years)(3) +68% -59%

Source: Company filings, investor presentations.

(1) Ferguson US is ~95% of North America EBITDA (Canada is the other 5%). Ferguson is the go-to-market brand in the US and Wolseley is the go-to-market brand in Canada.
(2) Assumes Canada earns same gross margin as US business.
(3) Represents US market only as Canada was formerly part of a segment that included Ferguson’s divested Wasco division. UK organic sales growth presented on a “like-for- 9
like” basis to remove the impact of closed branches and the exit of low margin business.
 Why is Ferguson Mispriced? It Has Minimal US Research
Coverage
North American Sales vs. U.S.-Based Equity Research Coverage

40
# of U.S.-Based Research Analysts

35

30
Ferguson’s North American
footprint is >2x the average HD and Lowe’s are
25 of the specialty distributor / often cited as peers for
broadline peer group but Ferguson’s US
20 only 1 US based research business and both
analyst covers the stock (vs. companies have >30
an average of 14 analysts for analysts covering their
15 its peers) stocks

10

0
$0 $5 $10 $15 $20 $25
>$70 $30
North American Sales ($ in billions)
Source: FactSet, SEC filings, company reports.
Note: Trian believes the most relevant peers for Ferguson are specialty building products distributors (Watsco, Pool Corp, SiteOne Landscape Supply, Beacon Roofing Supply) but
we include broadline industrial distributors (Fastenal, WW Grainger, HD Supply, MSC Industrial) and home improvement retailers (Home Depot and Lowe’s) as two additional peer 10
groups that are frequently used as comparables for Ferguson.
 Why is Ferguson Mispriced? It is Under-Owned by U.S.
Institutions
Top Shareholder Ownership Top Shareholder Ownership
U.S. Industrial Distributor Market(1) U.S. Home Improvement Retail Market(2)
Total US Top 25 Total US Top 25
Distributor Ferguson HI Retailer Ferguson
Shareholder AUM ($ mil) Holder Shareholder AUM ($ mil) Holder
1 The Vanguard Group, Inc. $7,059  1 The Vanguard Group, Inc. $26,767 
2 BlackRock, Inc. $4,939  2 The Capital Group Companies, Inc. $21,910 X
3 State Street Corp. $2,275  3 BlackRock, Inc. $21,771 
4 Fidelity Investments $1,792  4 State Street Corp. $16,172 
5 The Bank of New York Mellon Corp. $1,706  5 Fidelity Investments $7,264 
6 JPMorgan Chase & Co. $1,116  6 Wellington Management $6,272 X
7 T Rowe Price Group, Inc. $1,102 X 7 Northern Trust Corp. $5,274 X
8 Northern Trust Corp. $939 X 8 UBS AG $5,107 X
9 Neuberger Berman Group, LLC $887 X 9 Bank of America Corp. $4,913 X
10 TIAA-CREF $844 X 10 Geode Capital Management, LLC $4,809 X
11 Invesco, Ltd. $829  11 JPMorgan Chase & Co. $4,562 
12 Geode Capital Management, LLC $823 X 12 Wells Fargo & Co. $4,013 X
13 Bank of America Corp. $780 X 13 Norges Bank $3,666 
14 Ameriprise Financial, Inc. $768  14 The Bank of New York Mellon Corp. $3,197 
15 Wells Fargo & Co. $726 X 15 Government Pension Investment Fund $3,009 
16 Norges Bank $669  16 TIAA-CREF $2,730 X
17 ClearBridge LLC $653 X 17 AllianceBernstein, LP $2,490 X
18 Dimensional Fund Advisors LP $586 X 18 Morgan Stanley $2,360 X
19 Kayne Anderson Rudnick Investment $552 X 19 ClearBridge LLC $2,255 X
20 The Charles Schwab Corp. $534 X 20 The Charles Schwab Corp. $2,105 X
21 The Goldman Sachs Group, Inc. $533 X 21 Legal & General Group PLC $2,019 
22 Government Pension Investment Fund $510  22 Deutsche Bank AG $1,998 X
23 The Capital Group Companies, Inc. $461 X 23 Ameriprise Financial, Inc. $1,763 
24 OppenheimerFunds, Inc. $444  24 The Goldman Sachs Group, Inc. $1,715 X
25 Baillie Gifford & Co. $444 X 25 Invesco, Ltd. $1,709 
Non-Top 25 Ferguson Owners Non-Top 25 Ferguson Owners
$ Invested in Sector $9,420 $ Invested in Sector $67,950
Source: Bloomberg. Note that Bloomberg only captures approximately 60% of outstanding shares as shareholder disclosure requirements are less comprehensive in the UK than they
are in the US. 11
(1) Total market value owned of MSC, Grainger, Fastenal, HD Supply, SiteOne, Beacon, Pool Corp., Watsco. (2) Total market value owned of Home Depot and Lowe’s.
 Why is Ferguson Mispriced? We Believe Its UK Listing Impacts
Trading Volumes
 Investors in Ferguson’s U.S.-listed peers benefit from higher trading volumes and increased liquidity as
compared with Ferguson’s shareholders

Share Turnover (90-Day Avg. Daily Volume / Total Shares Outstanding)

1.3%

1.0%

0.9%
0.8%
0.7% Peer Average: 0.7%
0.7%
0.6%
0.5%
0.4%
0.4%
0.3%

MSM FAST GWW HDS SITE WSO BECN LOW POOL FERG-GB HD

12
Source: FactSet. Data as of November 5, 2019.
 Why is Ferguson Mispriced? We Believe It is Compared to the
Wrong Peers
US Home
UK-Based UK / European US Broadline Improvement US Specialty
Analyst Building Materials Distribution(1) Retail(2) Distribution(3)

   
   
   
   
   
   
   
   
   
Source: Wall Street research.
(1) Fastenal, WW Grainger, HD Supply, MSC Industrial.
(2) Home Depot, Lowe’s. 13
(3) Pool Corp., Watsco, SiteOne Landscape Supply, Beacon Roofing Supply.
We Believe Ferguson is a Far Superior Business to Broadline
Industrial Distributors
Broadline Industrial MRO Distributors
(1) (2)

 
Branch-Oriented Catalogue / Internet
Businesses Driven

 
Trade / Contractor Direct sale to end
Oriented Sale customer

 
Limited Competitive Multiple competitors
Universe sell broadline

 
Job-Site Delivery & Next Customer less time
sensitive
Day Availability Critical

 
Residential & Commercial Industrial
RMI Oriented Business Production driven(3)

Gross Margin Trends(4)

Source: Company filings.

(1) Fastenal is a branch-based distributor but sells broadline MRO products to end-users.
(2) Represents HD Supply’s facilities maintenance business which constitutes the majority of HD Supply’s enterprise value.
(3) HD Supply is driven by MRO spend into multi-family and other living spaces. 14
(4) See page 19 for supporting data.
 We Believe Ferguson Has a More Attractive Market Structure and
Growth Profile than Home Depot and Lowe’s

RMI-Oriented Business  

 
Residential / Commercial
End Markets

Stable Gross Margins  

Ferguson has an ~2/3rd of revenue
 
Primarily Trade Oriented
Customer advantaged from consumer(1)
market structure
Fragmented Market  & growth profile

 
Meaningful Organic and Inorganic
Share Gain Opportunity

15
(1) Weights Home Depot revenue at 55% consumer and Lowe’s revenue at 75-80% consumer per public disclosure
Ferguson Compares Favorably to Leading Specialty Distributors
RMI-Oriented Specialty Distributors

 
Branch-Oriented
Businesses

 
Trade / Contractor
Oriented Sale

 
Limited Competitive
Universe

 
Job-Site Delivery & Next
Day Availability Critical

 
Residential & Commercial
RMI Oriented Business

 
Meaningful Organic and Inorganic
Share Gain Opportunity

Gross Margin Trends(1)

Source: Company filings. 16

(1) See page 19 for supporting data.
 Ferguson Has Delivered Differentiated Organic Growth…
Organic Sales Growth CAGRs (Last 5 Fiscal Years)

90% of
8.3% Ferguson’s
Specialty, RMI-Oriented

EBITDA Broadline Industrial MRO

7.4% Home Improvement Retail

6.6%
6.3%

5.5% 5.4%

4.5%
4.2% 4.0%
3.4%
2.7%

US Segment FM(1)
Source: Company filings. 17
(1) Represents HD Supply Facility Maintenance business (~60% EBITDA) and excludes Construction & Industrial business (not comparable to Ferguson).
 …Strong Gross Margin Performance…
Gross Margin Change (basis points) (Last 5 Fiscal Years)

510 Specialty, RMI-Oriented

Broadline Industrial MRO

Home Improvement Retail

130 110
60 60

(20) (40)

(245)
(340) (360)

(510)
(2)

US
Segment(1)

Source: Company filings.

(1) Uses Ferguson’s consolidated gross margin as a proxy for US segment.
(2) HD Supply consolidated gross margin, which includes the non-comparable Construction & Industrial business. HD Supply does not provide Facility Management gross 18
margins.
 …and EBITDA Margin Expansion
EBITDA Margin Change (basis points) (Last 5 Fiscal Years)
275 260 Specialty, RMI-Oriented

Broadline Industrial MRO

170 Home Improvement Retail

75
60
15

(25) (35)
(50)
While Ferguson has expanded EBITDA
margins over the last 5 years, Trian
believes there is an opportunity to
better leverage growth and improve
margin flow through (175)
(205)

(1)
US
Segment

Source: Company filings. 19

(1) Represents HD Supply Facility Maintenance Business (~60% EBITDA) and excludes Construction & Industrial.
Ferguson’s Management and Board Have Begun to Address
The Problem
Ferguson’s September 3, 2019 Announcement

1) Ferguson intends to demerge its UK operations(1)

2) Kevin Murphy, Ferguson’s US CEO, will become Group CEO on
November 19, 2019
3) Board considering most appropriate listing structure for Ferguson
going forward

We believe Ferguson can be one of the leading US RMI-oriented specialty distributors

publicly traded in the United States

Source: Company press release. 20

(1) Subject to shareholder approval.
 There are Precedents for UK-Listed Companies Re-Listing on a US
Stock Exchange
 Shareholders of UK-listed companies have previously approved transactions involving a
United States relisting (by significant margins):

 In September 2007, Invesco plc announced a proposal to move its primary listing from the LSE to the
NYSE (and apply for a secondary listing on the LSE). Invesco’s stock increased by >5% on the date of the
announcement
 The relisting was partly motivated by the loss of Invesco’s foreign private issuer status in the US, but
Invesco’s CEO also noted that “Invesco’s size, scale and global focus results in few natural peers on the
London Stock Exchange. A US listing will improve visibility and direct comparability with a more
appropriate peer group of large, global investment management companies.”1
 On November 14, 2007, the transaction was approved by 97% of votes cast

 In July 2008, Signet Group plc (subsequently renamed Signet Jewelers) announced a proposal to move its
primary listing from the LSE to the NYSE (and apply for a secondary listing on the LSE):
“The Proposal will align the place of listing with the majority of the Group's business activities. Currently
over 70% of the Group's sales, operating profit and net assets are in the US. The Board considers there to
be a potentially larger pool of investors in the US than in the UK who are more familiar with the Group's
business model….In addition, the Board expects that the new parent company would benefit from its
primary listing being amongst a more appropriate public company peer group.”

-- Signet Group Press Release (July 10, 2008)

 On August 19, 2008, the transaction was approved by 94% of votes cast

 On September 2018, Barrick Gold Corporation and Randgold Resources plc announced a share-for-share
merger (with no premiums) in order to create an “industry leading gold company”. The merger was well
received by shareholders:

 While Randgold formerly traded on the LSE, shares of the combined company were expected to trade
exclusively on the TSX and the NYSE
 On November 7, 2018, Randgold shareholders approved the transaction by 95% of votes cast
Source: Bloomberg; company filings. 21
(1) Invesco September 25, 2007 press release.
We Believe a US-Listed Ferguson Would Be an Attractive Stock to
Shareholders of Its US-Listed Peers

Market Capitalization ($ in billions)

$412 billion(1)

$19 billion

Over 20x Ferguson’s market capitalization is held at peers trading in the US at far
more expensive valuations than where Ferguson currently trades.
We believe Ferguson is an attractive complementary holding once
investors understand the Company

Source: FactSet.
Note: Circles are sized to scale. 22
(1) Represents the combined market cap of Home Depot, Lowe’s, Pool Corp., Watsco, SiteOne, Beacon Roofing Supply, HD Supply, Fastenal, WW Grainger, MSC Industrial.
Final Thoughts

23