Basis of Presentation & Description of Business | BASIS OF PRESENTATION & DESCRIPTION OF BUSINESS Organization Core & Main , Inc. (“Core & Main”) is a Delaware corporation that was incorporated on April 9, 2021 for the purpose of facilitating an initial public offering and other related transactions, as described below, in order to carry on the business of Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and its consolidated subsidiaries. Core & Main is a holding company and its primary material asset is its ownership interest in Holdings, a portion of which is held indirectly through CD&R WW, LLC. Holdings has no operations and no material assets of its own other than its indirect ownership interest in Core & Main LP, a Florida limited partnership, the legal entity that conducts the operations of Core & Main. Core & Main, together with its wholly-owned subsidiaries, including Holdings and its consolidated subsidiaries, are referred to as the “Company”. The Company is a leader in advancing reliable infrastructure with local service, nationwide. As a leading specialized distributor with a focus on water, wastewater, storm drainage and fire protection products and related services, the Company provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets, nationwide. The Company’s specialty products and services are used in the maintenance, repair, replacement, and construction of water and fire protection infrastructure. The Company reaches customers through a nationwide network of approximately 320 branches across 48 states. The Company’s products include pipes, valves, fittings, storm drainage products, fire protection products, meter products and other products for use in the construction, maintenance and repair of water and wastewater systems as well as fire protection systems. The Company has complemented its core products through additional offerings, including smart meter systems, fusible high-density polyethylene (“fusible HDPE”) piping solutions, specifically engineered treatment plant products, geosynthetics and erosion control products. The Company’s services and capabilities allow for integration with customers and form part of their sourcing and procurement function. All of the Company’s long-lived assets are located within the United States (“U.S.”). Secondary Offerings and Repurchase Transactions On April 14, 2023, a secondary public offering of 5,000,000 shares of Class A common stock on behalf of certain selling stockholders affiliated with Clayton, Dubilier & Rice, LLC (the “Selling Stockholders”) was completed at a price to the public of $22.151 per share (the “April 2023 Secondary Offering”) . As part of the April 2023 Secondary Offering, 1,874,272 limited partner interests of Holdings (“ Partnership Interests”) were exchanged, together with the retirement of a corresponding number of shares of Class B common stock, for an equal number of shares of Class A common stock, which were a portion of the shares sold by the Selling Stockholders. These shares were sold along with an existing 3,125,728 shares of Class A common stock held by the Selling Stockholders. Concurrently with the completion of the April 2023 Secondary Offering, (i) the Company repurchased from the Selling Stockholders an aggregate of 9,377,183 shares of our Class A common stock, with Holdings redeeming from the Company a corresponding number of Partnership Interests, and (ii) Holdings redeemed from one of the Selling Stockholders 5,622,817 Partnership Interests, with the Company repurchasing a corresponding number of shares of our Class B common stock from such Selling Stockholder for no additional consideration, with each repurchase of Class A common stock and redemption of Partnership Interests at the same price per share of $22.151 paid by the underwriter to the Selling Stockholders in the April 2023 Secondary Offering for total consideration paid of $332 million (collectively, the "April 2023 Repurchase Transaction"). On June 12, 2023, a secondary public offering of 14,000,000 shares of Class A common stock on behalf of the Selling Stockholders was completed at a price to the public of $28.215 per share (the “June 2023 Secondary Offering” and, together with the April 2023 Secondary Offering, the “Secondary Offerings”) . As part of the June 2023 Secondary Offering, 5,247,962 Partnership Interests were exchanged, together with the retirement of a corresponding number of shares of Class B common stock, for an equal number of shares of Class A common stock, which were a portion of the shares sold by the Selling Stockholders. These shares were sold along with an existing 8,752,038 shares of Class A common stock held by the Selling Stockholders. Concurrently with the completion of the June 2023 Secondary Offering, (i) the Company repurchased from the Selling Stockholders an aggregate of 3,125,728 shares of our Class A common stock, with Holdings redeeming from the Company a corresponding number of Partnership Interests, and (ii) Holdings redeemed from one of the Selling Stockholders 1,874,272 Partnership Interests, with the Company repurchasing a corresponding number of shares of our Class B common stock from such Selling Stockholder for no additional consideration, with each repurchase of Class A common stock and redemption of Partnership Interests at the same price per share of $28.215 paid by the underwriter to the Selling Stockholders in the June 2023 Secondary Offering for total consideration paid of $141 million (collectively, the "June 2023 Repurchase Transaction" and, together with the April 2023 Repurchase Transaction, the “Repurchase Transactions”). The Company did not receive any of the proceeds from the Secondary Offerings. The Company paid the costs associated with the sale of shares by the Selling Stockholders in the Secondary Offerings, other than underwriting discounts and commissions. Shareholder Ownership The shareholder ownership as of July 30, 2023 includes the following: • the shareholders of Core & Main, excluding the Continuing Limited Partners and Former Limited Partners (each as defined below), collectively held 92,447,458 shares of Class A common stock; • the Former Limited Partners collectively held 76,140,693 shares of Class A common stock; • Core & Main, directly or indirectly through our wholly-owned subsidiary, held 168,590,990 Partnership Interests; and • the Continuing Limited Partners collectively held 2,839 shares of Class A common stock, 57,634,013 Partnership Interests and 57,634,013 shares of Class B common stock. The Former Limited Partners are defined as CD&R Fund X Advisor Waterworks B, L.P., CD&R Fund X Waterworks B1, L.P., CD&R Fund X-A Waterworks B, L.P. and the other Original Limited Partners (as defined below) that transferred all or a portion of their Partnership Interests (including those held indirectly through the mergers of CD&R WW Advisor, LLC and CD&R WW Holdings, LLC (the “Blocker Companies”)) for shares of Class A common stock in connection with the consummation of a series of reorganization transactions that the Company undertook on July 22, 2021 to implement an “UP-C” capital structure in connection the initial public offering (the “Reorganization Transactions”) and the initial public offering of Class A common stock, which closed on July 27, 2021 (the “IPO”), and represent entities that transferred all of their Partnership Interests (including Partnership Interests held indirectly through certain “blocker” corporations) for shares of Class A common stock in connection with the Reorganization Transactions. The Continuing Limited Partners are defined as CD&R Waterworks Holdings, LLC (“CD&R Waterworks Holdings”) and Core & Main Management Feeder, LLC (“Management Feeder”), and represent the Original Limited Partners that continued to own Partnership Interests after the Reorganization Transactions and that are entitled to exchange their Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock for shares of Class A common stock. The Original Limited Partners are defined as CD&R Waterworks Holdings, the Former Limited Partners and Management Feeder and represent the direct and indirect owners of Holdings prior to the Reorganization Transactions and the IPO. Basis of Presentation The accompanying unaudited condensed consolidated financial statements present the results of operations, financial position and cash flows of Core & Main and its subsidiaries, which includes the consolidated financial statements of Holdings and its consolidated subsidiary, Core & Main LP, as the legal entity that conducts the operations of the Company. Holdings is considered a variable interest entity. Core & Main is the primary beneficiary and general partner of Holdings and has decision making authority that significantly affects the economic performance of Holdings. As a result, Core & Main consolidates the consolidated financial statements of Holdings. All intercompany balances and transactions have been eliminated in consolidation. The Company records non-controlling interests related to Partnership Interest held by the Continuing Limited Partners in Holdings on its consolidated statements of operations and comprehensive income. The Partnership Interests held by the Continuing Limited Partners are reflected as non-controlling interests in Core & Main’s consolidated Balance Sheets. In management’s opinion, the unaudited condensed consolidated financial information for the interim periods presented include all normal recurring adjustments necessary for a fair statement of the Company's results of operations, financial position and cash flows, which include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim unaudited condensed consolidated financial statements may not be the same as those for the full year. The January 29, 2023 condensed consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended January 29, 2023 included in our 2022 Annual Report on Form 10-K. Fiscal Year The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31 st . Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53 rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended July 30, 2023 and three months ended July 31, 2022 included 13 weeks and each of the six months ended July 30, 2023 and six months ended July 31, 2022 included 26 weeks. The current fiscal year ending January 28, 2024 (“fiscal 2023”) will include 52 weeks. Estimates Management has made a number of estimates and assumptions relating to the reporting of certain assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses in preparing the elements of these financial statements in conformity with U.S. GAAP. Actual results could differ from these estimates. Accounting Policies The Company’s significant accounting policies are discussed in Note 2 to the audited consolidated financial statements in our 2022 Annual Report on Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and six months ended July 30, 2023. |