Cover
Cover - shares | 6 Months Ended | |
Jul. 30, 2023 | Sep. 01, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40650 | |
Entity Registrant Name | Core & Main, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3149194 | |
Entity Address, Address Line One | 1830 Craig Park Court | |
Entity Address, City or Town | St. Louis | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63146 | |
City Area Code | 314 | |
Local Phone Number | 432-4700 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | CNM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001856525 | |
Current Fiscal Year End Date | --01-28 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 169,304,578 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,917,299 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 20 | $ 177 |
Receivables, net of allowance for credit losses of $12 and $9, respectively | 1,231 | 955 |
Inventories | 896 | 1,047 |
Prepaid expenses and other current assets | 35 | 32 |
Total current assets | 2,182 | 2,211 |
Property, plant and equipment, net | 130 | 105 |
Operating lease right-of-use assets | 184 | 175 |
Intangible assets, net | 811 | 795 |
Goodwill | 1,552 | 1,535 |
Deferred Income Tax Assets, Net | 91 | 0 |
Other assets | 89 | 88 |
Total assets | 5,039 | 4,909 |
Current liabilities: | ||
Current maturities of long-term debt | 15 | 15 |
Accounts payable | 601 | 479 |
Accrued compensation and benefits | 74 | 123 |
Current operating lease liabilities | 56 | 54 |
Other current liabilities | 96 | 55 |
Total current liabilities | 842 | 726 |
Long-term debt | 1,554 | 1,444 |
Non-current operating lease liabilities | 129 | 121 |
Deferred income taxes | 48 | 9 |
TaxBenefitArrangementPayableNoncurrent | 231 | 180 |
Other liabilities | 22 | 19 |
Total liabilities | 2,826 | 2,499 |
Commitments and contingencies | ||
Additional paid-in capital | 1,196 | 1,241 |
Retained earnings | 447 | 458 |
Accumulated other comprehensive income | 49 | 45 |
Total stockholders’ equity attributable to Core & Main, Inc. | 1,695 | 1,747 |
Non-controlling interests | 518 | 663 |
Total stockholders’ equity | 2,213 | 2,410 |
Total liabilities and stockholders’ equity | 5,039 | 4,909 |
Class A Common Stock | ||
Current liabilities: | ||
Common stock | 2 | 2 |
Class B Common Stock | ||
Current liabilities: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 12 | $ 9 |
Class A Common Stock | ||
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 168,590,990 | 172,765,161 |
Common stock, outstanding (in shares) | 168,590,990 | 172,765,161 |
Class B Common Stock | ||
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 57,634,013 | 73,229,675 |
Common stock, outstanding (in shares) | 57,634,013 | 73,229,675 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,861 | $ 1,861 | $ 3,435 | $ 3,459 |
Cost of sales | 1,360 | 1,360 | 2,495 | 2,537 |
Gross profit | 501 | 501 | 940 | 922 |
Operating expenses: | ||||
Selling, general and administrative | 238 | 230 | 461 | 436 |
Depreciation and amortization | 37 | 34 | 72 | 69 |
Total operating expenses | 275 | 264 | 533 | 505 |
Operating income | 226 | 237 | 407 | 417 |
Interest expense | 22 | 17 | 39 | 30 |
Income before provision for income taxes | 204 | 220 | 368 | 387 |
Provision for income taxes | 40 | 38 | 71 | 68 |
Net income | 164 | 182 | 297 | 319 |
Less: net income attributable to non-controlling interests | 54 | 67 | 101 | 118 |
Net income attributable to Core & Main, Inc. | $ 110 | $ 115 | $ 196 | $ 201 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.66 | $ 0.69 | $ 1.16 | $ 1.20 |
Diluted (in dollars per share) | $ 0.66 | $ 0.67 | $ 1.15 | $ 1.17 |
Basic (shares) | 167,312,292 | 167,876,179 | 169,474,741 | 167,708,034 |
Diluted (shares) | 228,983,281 | 246,175,878 | 236,375,917 | 246,160,811 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 164 | $ 182 | $ 297 | $ 319 |
Net interest rate swap gain (loss), net of tax (expense) benefit of $(1), $2, $— and $(6), respectively | 8 | (9) | 0 | 28 |
Total comprehensive income | 172 | 173 | 297 | 347 |
Less: comprehensive income attributable to non-controlling interests | 56 | 64 | 100 | 129 |
Total comprehensive income attributable to Core & Main, Inc. | $ 116 | $ 109 | $ 197 | $ 218 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense | $ (1) | $ 2 | $ 0 | $ (6) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Partners' Capital/Stockholders' Equity - USD ($) $ in Millions | Total | Additional Paid In Capital | Accumulated Other Comprehensive Income | Retained Earnings | Non-Controlling Interests | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Jan. 30, 2022 | 167,522,403 | 78,398,141 | |||||
Beginning balance at Jan. 30, 2022 | $ 1,831 | $ 1,214 | $ 16 | $ 92 | $ 506 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 137 | 86 | 51 | ||||
Equity-based compensation | 3 | 2 | 1 | ||||
Net interest rate swap loss, net of tax | 37 | 23 | 14 | ||||
Distributions to non-controlling interest holders | (3) | (3) | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares (in shares) | 55,595 | 55,713 | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares | 0 | ||||||
Adjustment of deferred tax liability associated with Core & Main investment in Core & Main Holdings, LP | 1 | 1 | |||||
Activity under equity-based compensation plans, net of tax withholdings (in shares) | 1,321 | ||||||
Activity under equity-based compensation plans, net of tax withholdings | 0 | ||||||
Forfeiture of Class A Shares and Partnership Interests (in shares) | (20) | (34,703) | |||||
Forfeiture of Class A Shares and Partnership Interests | 0 | ||||||
Non-controlling interest adjustments for vesting of Core & Main Holdings, LP Partnership Interests held by non-controlling interests | 0 | (1) | 1 | ||||
Ending balance (in shares) at May. 01, 2022 | 167,579,299 | 78,307,725 | |||||
Ending balance at May. 01, 2022 | 2,006 | 1,216 | 39 | 178 | 570 | $ 2 | $ 1 |
Beginning balance (in shares) at Jan. 30, 2022 | 167,522,403 | 78,398,141 | |||||
Beginning balance at Jan. 30, 2022 | 1,831 | 1,214 | 16 | 92 | 506 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 319 | ||||||
Net interest rate swap loss, net of tax | 28 | ||||||
Ending balance (in shares) at Jul. 31, 2022 | 167,963,575 | 77,930,404 | |||||
Ending balance at Jul. 31, 2022 | 2,165 | 1,221 | 33 | 293 | 615 | $ 2 | $ 1 |
Beginning balance (in shares) at May. 01, 2022 | 167,579,299 | 78,307,725 | |||||
Beginning balance at May. 01, 2022 | 2,006 | 1,216 | 39 | 178 | 570 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 182 | 115 | 67 | ||||
Equity-based compensation | 4 | 3 | 1 | ||||
Net interest rate swap loss, net of tax | (9) | (6) | (3) | ||||
Distributions to non-controlling interest holders | (17) | (17) | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares (in shares) | 377,321 | 377,321 | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares | 0 | 3 | (3) | ||||
Adjustment of deferred tax liability associated with Core & Main investment in Core & Main Holdings, LP | 1 | 1 | |||||
Establishment of Tax Receivable Agreement liabilities | (2) | (2) | |||||
Activity under equity-based compensation plans, net of tax withholdings (in shares) | 6,955 | ||||||
Activity under equity-based compensation plans, net of tax withholdings | 0 | ||||||
Ending balance (in shares) at Jul. 31, 2022 | 167,963,575 | 77,930,404 | |||||
Ending balance at Jul. 31, 2022 | 2,165 | 1,221 | 33 | 293 | 615 | $ 2 | $ 1 |
Beginning balance (in shares) at Jan. 29, 2023 | 172,765,161 | 73,229,675 | |||||
Beginning balance at Jan. 29, 2023 | 2,410 | 1,241 | 45 | 458 | 663 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 133 | 86 | 47 | ||||
Equity-based compensation | 2 | 1 | 1 | ||||
Net interest rate swap loss, net of tax | (8) | (5) | (3) | ||||
Distributions to non-controlling interest holders | (17) | (17) | |||||
Stock repurchased and retired (in shares) | (9,377,183) | (5,622,817) | |||||
Repurchase and Retirement of Class A and Class B shares and corresponding Partnership Interest | (332) | (83) | (141) | (108) | |||
Exchange of Partnership Interests and Class B Shares for Class A Shares (in shares) | 2,325,080 | 2,325,080 | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares | 0 | 18 | 1 | (19) | |||
Adjustment of deferred tax liability associated with Core & Main investment in Core & Main Holdings, LP | 18 | 18 | |||||
Establishment of Tax Receivable Agreement liabilities | (14) | (14) | |||||
Activity under equity-based compensation plans, net of tax withholdings (in shares) | 93,460 | ||||||
Activity under equity-based compensation plans, net of tax withholdings | 0 | ||||||
Ending balance (in shares) at Apr. 30, 2023 | 165,806,518 | 65,281,778 | |||||
Ending balance at Apr. 30, 2023 | 2,192 | 1,181 | 41 | 403 | 564 | $ 2 | $ 1 |
Beginning balance (in shares) at Jan. 29, 2023 | 172,765,161 | 73,229,675 | |||||
Beginning balance at Jan. 29, 2023 | 2,410 | 1,241 | 45 | 458 | 663 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 297 | ||||||
Net interest rate swap loss, net of tax | 0 | ||||||
Ending balance (in shares) at Jul. 30, 2023 | 168,590,990 | 57,634,013 | |||||
Ending balance at Jul. 30, 2023 | 2,213 | 1,196 | 49 | 447 | 518 | $ 2 | $ 1 |
Beginning balance (in shares) at Apr. 30, 2023 | 165,806,518 | 65,281,778 | |||||
Beginning balance at Apr. 30, 2023 | 2,192 | 1,181 | 41 | 403 | 564 | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 164 | 110 | 54 | ||||
Equity-based compensation | 3 | 2 | 1 | ||||
Net interest rate swap loss, net of tax | 8 | 6 | 2 | ||||
Distributions to non-controlling interest holders | (12) | (2) | (10) | ||||
Stock repurchased and retired (in shares) | (3,125,728) | (1,874,272) | |||||
Repurchase and Retirement of Class A and Class B shares and corresponding Partnership Interest | (141) | (32) | (66) | (43) | |||
Exchange of Partnership Interests and Class B Shares for Class A Shares (in shares) | 5,770,323 | 5,773,493 | |||||
Exchange of Partnership Interests and Class B Shares for Class A Shares | 0 | 48 | 2 | (50) | |||
Adjustment of deferred tax liability associated with Core & Main investment in Core & Main Holdings, LP | 45 | 45 | |||||
Establishment of Tax Receivable Agreement liabilities | (47) | (47) | |||||
Activity under equity-based compensation plans, net of tax withholdings (in shares) | 139,877 | ||||||
Activity under equity-based compensation plans, net of tax withholdings | 1 | 1 | |||||
Ending balance (in shares) at Jul. 30, 2023 | 168,590,990 | 57,634,013 | |||||
Ending balance at Jul. 30, 2023 | $ 2,213 | $ 1,196 | $ 49 | $ 447 | $ 518 | $ 2 | $ 1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Adjustments to reconcile net cash from operating activities: | ||
Depreciation and amortization | $ 75 | $ 73 |
Equity-based compensation expense | 5 | 7 |
Other | 5 | (5) |
Changes in assets and liabilities: | ||
(Increase) decrease in receivables | (253) | (376) |
(Increase) decrease in inventories | 185 | (298) |
(Increase) decrease in other assets | 0 | (7) |
Increase (decrease) in accounts payable | 113 | 217 |
Increase (decrease) in accrued liabilities | (26) | 9 |
Increase (decrease) in other liabilities | 1 | 1 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (15) | (15) |
Acquisitions of businesses, net of cash acquired | (151) | (42) |
Proceeds from the sale of property and equipment | 2 | 1 |
Cash Flows From Financing Activities: | ||
Repurchase and retirement of partnership interests | (473) | 0 |
Distributions to non-controlling interest holders | (25) | (17) |
Payments pursuant to Tax Receivable Agreements | 5 | 0 |
Proceeds, Issuance of Shares, Share-Based Payment Arrangement, Excluding Option Exercised | 2 | 0 |
Payments for withholding tax on equity compensation plans | (1) | 0 |
Borrowings on asset-based revolving credit facility | 235 | 214 |
Repayments on asset-based revolving credit facility | (120) | (72) |
Repayments of long-term debt | (8) | (8) |
Debt issuance costs | 0 | 2 |
Net income | 297 | 319 |
Net cash provided by (used in) operating activities | 402 | (60) |
Net cash used in investing activities | (164) | (56) |
Net cash (used in) provided by financing activities | (395) | 115 |
Decrease in cash and cash equivalents | (157) | (1) |
Cash and cash equivalents at the beginning of the period | 177 | 1 |
Cash and cash equivalents at the end of the period | 20 | 0 |
Cash paid for interest (excluding effects of interest rate swap) | 59 | 27 |
Cash paid for taxes | $ 61 | $ 62 |
Basis of Presentation & Descrip
Basis of Presentation & Description of Business | 6 Months Ended |
Jul. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Reference Rate Reform - In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by ASU 2020-04 are effective for prospective contract modifications made and qualifying hedging relationships entered into as of March 12, 2020 through December 31, 2024. In February 2023, the Company amended the terms of the Senior Term Loan Facility (as defined in Note 6) in order to implement a forward-looking rate based on the term secured overnight financing rate (“Term SOFR”) in lieu of LIBOR. In addition, in February 2023, the Company amended the terms of the related interest rate swap to adjust the fixed interest rate and receive payments based upon the one-month Term SOFR rate, based on notional amounts associated with borrowings under the Senior Term Loan Facility. There were no changes to the principal balances or maturity dates of these debt instruments. The amendments to the Senior Term Loan Facility and related interest rate swap are related to the replacement of the reference rate, therefore these amendments are subject to the practical expedients in ASU 2020-04. In July 2022, the Company amended the terms of the Senior ABL Credit Facility (as defined in Note 6) in order to, among other things, implement a forward-looking rate based on Term SOFR in lieu of LIBOR. The guidance of ASU 2020-04 did not have an impact on the assessment of the Senior ABL Credit Facility amendment. At the time of a qualifying future transaction that replaces LIBOR with a new interest rate index, the Company will consider the application of ASU 2020-04. |
Revenue
Revenue | 6 Months Ended |
Jul. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Disaggregation of Revenue The following table represents net sales disaggregated by product category: Three Months Ended Six Months Ended Product Category July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Pipes, valves & fittings products $ 1,283 $ 1,291 $ 2,357 $ 2,401 Storm drainage products 278 266 493 475 Fire protection products 174 192 343 364 Meter products 126 112 242 219 Total net sales $ 1,861 $ 1,861 $ 3,435 $ 3,459 |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS The Company made various acquisitions during the six months ended July 30, 2023 (the “Fiscal 2023 Acquisitions”) and the six months ended July 31, 2022 (the "Fiscal 2022 Acquisitions") with an aggregate transaction value of $161 million and $42 million, subject to working capital adjustments, respectively. These transactions were funded with cash. Fiscal 2023 Acquisitions • On July 12, 2023, the Company acquired all of the outstanding shares of J.W. D’Angelo Company, Inc. (“Dangelo”). Dangelo has three locations and is a full-service provider of fire protection and waterworks products. • On July 10, 2023, the Company acquired certain assets and assumed certain liabilities of Foster Supply Inc. and R.P. Foster Inc. (collectively, “Foster Supply”). Foster Supply has seven locations and is a full-service provider of precast concrete structures, pipe, drainage materials and related geosynthetics products. • On April 17, 2023, the Company acquired certain assets and assumed certain liabilities of Midwest Pipe Supply Inc. (“Midwest Pipe”). Midwest Pipe has one location and is a distributor of drainage and waterworks products. • On April 10, 2023, the Company acquired certain assets and assumed certain liabilities of UPSCO Manufacturing & Distribution Company, UPSCO, Inc. and TMB Holdings, LLC (collectively, “UPSCO”). UPSCO is a provider of utility infrastructure products and services. • On March 6, 2023, the Company acquired certain assets and assumed certain liabilities of Landscape & Construction Supplies LLC (“Landscape & Construction Supplies”). Landscape & Construction Supplies has two locations and is a provider of geosynthetics products. Fiscal 2022 Acquisitions • On June 28, 2022, the Company acquired certain assets and assumed certain liabilities of Earthsavers Erosion Control, LLC (“Earthsavers”). Earthsavers has three locations and produces and distributes a variety of geosynthetic materials, including wattles, erosion control blankets and a broad array of geotextile products. • On May 2, 2022, the Company acquired certain assets and assumed certain liabilities of Lock City Supply, Inc. (“Lock City”). Lock City has one location and distributes waterworks products. • On March 21, 2022, the Company acquired certain assets and assumed certain liabilities of Dodson Engineered Products, Inc. (“Dodson”). Dodson has one location and distributes waterworks products. The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2023 Acquisitions and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2022 Acquisitions: Fiscal 2023 Acquisitions Fiscal 2022 Acquisitions Cash $ 5 $ — Receivables 28 4 Inventories 38 13 Intangible assets 76 12 Goodwill 17 12 Property, plant and equipment 24 3 Operating lease right-of-use assets 7 4 Other assets, current and non-current 4 — Total assets acquired 199 48 Accounts payable 9 1 Deferred income taxes 8 — Operating lease liabilities, current and non-current 7 4 Other liabilities, current and non-current 16 1 Net assets acquired $ 159 $ 42 The net outflow of cash in respect of the purchase of businesses is as follows: Fiscal 2023 Acquisitions Fiscal 2022 Acquisitions Net assets acquired $ 159 $ 42 Less: Working capital adjustment (3) — Less: Cash acquired in acquisition (5) — Total consideration, net of cash; investing cash outflow $ 151 $ 42 In the above transactions, to the extent applicable, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce and anticipated long-term growth in new markets, customers and products. Goodwill of $3 million and $12 million associated with the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions, respectively, are fully deductible by the Company for U.S. income tax purposes. Intangible Assets For the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions discussed above, the Company valued the customer relationships as intangible assets acquired. The customer relationship intangible assets represent the value associated with those customer relationships in place at the date of the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions. The Company valued the customer relationships using an excess earnings method using various inputs such as customer attrition rate, revenue growth rate, gross margin percentage and discount rate. Cash flows associated with the existing relationships are expected to diminish over time due to customer turnover. The Company reflected this expected diminishing cash flow through the utilization of an annual customer attrition rate assumption and in its method of amortization. A summary of the intangible asset acquired and assumptions utilized in the valuation for the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions is as follows: Intangible Asset Amount Weighted Average Amortization Period Weighted Average Discount Rate Weighted Average Attrition Rate Customer Relationships Fiscal 2023 Acquisitions $ 76 10 years 16.2 % 12.6 % Fiscal 2022 Acquisitions 12 10 years 14.4 % 13.5 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill The carrying amount of the Company’s goodwill included in its Balance Sheets is as follows: July 30, 2023 January 29, 2023 Gross Goodwill $ 1,552 $ 1,535 Accumulated Impairment — — Net Goodwill $ 1,552 $ 1,535 The changes in the carrying amount of goodwill are as follows: Six Months Ended July 30, 2023 Beginning Balance $ 1,535 Goodwill acquired during the year 17 Ending balance $ 1,552 Goodwill acquired during the six months ended July 30, 2023 was related to the Fiscal 2023 Acquisitions, as further described in Note 4. Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis during the fourth quarter. If an event occurs or circumstances change that would “more likely than not” reduce the fair value of a reporting unit below its carrying value, an interim impairment test would be performed between annual tests. Intangible Assets The Company’s intangible assets included in its Balance Sheets consist of the following: July 30, 2023 January 29, 2023 Gross Intangible Accumulated Amortization Net Intangible Gross Intangible Accumulated Amortization Net Intangible Customer relationships $ 1,466 $ 657 $ 809 $ 1,390 $ 597 $ 793 Other intangible assets 5 3 2 5 3 2 Total $ 1,471 $ 660 $ 811 $ 1,395 $ 600 $ 795 Amortization expense related to intangible assets was as follows: Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Amortization expense $ 31 $ 29 $ 60 $ 59 The estimated aggregate amortization expense on intangible assets owned by the Company for the remainder of fiscal 2023 and the next four full fiscal years is expected to be as follows: Fiscal 2023 $ 62 Fiscal 2024 116 Fiscal 2025 108 Fiscal 2026 99 Fiscal 2027 92 |
Debt
Debt | 6 Months Ended |
Jul. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following: July 30, 2023 January 29, 2023 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs Current maturities of long-term debt: Senior Term Loan due July 2028 $ 15 $ — $ 15 $ — Long-term debt: Senior ABL Credit Facility due July 2026 115 — — — Senior Term Loan due July 2028 1,455 16 1,463 19 1,570 16 1,463 19 Total $ 1,585 $ 16 $ 1,478 $ 19 The Company’s debt obligations as of July 30, 2023 included the following debt agreements: Senior Term Loan Facility On February 26, 2023, Core & Main LP amended the terms of the $1,500 million seven-year senior term loan which matures on July 27, 2028 (as amended, the “Senior Term Loan Facility”) in order to implement a forward-looking rate based on Term SOFR in lieu of LIBOR. The Senior Term Loan Facility requires quarterly principal payments, payable on the last business day of each fiscal quarter in an amount equal to approximately 0.25% of the original principal amount of the Senior Term Loan Facility. The remaining balance is payable upon final maturity of the Senior Term Loan Facility on July 27, 2028. The Senior Term Loan Facility bears interest at a rate equal to (i) Term SOFR plus, in each case, an effective applicable margin of 2.60% or (ii) the base rate, which will be the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) the overnight federal funds rate plus 0.50% per annum and (z) one-month Term SOFR (adjusted for maximum reserves) plus 1.00% per annum, plus, in each case, an applicable margin of 1.50%. The Senior Term Loan Facility is subject to a Term SOFR “floor” of 0.00%. The weighted average interest rate, excluding the effect of the interest rate swap, of Core & Main LP’s outstanding borrowings under the Senior Term Loan Facility as of July 30, 2023 was 7.84%. See further discussion of the interest rate swap below. Based on quotes from financial institutions (i.e., level 2 of the fair value hierarchy), the fair value of the Senior Term Loan Facility wa s $1,464 million as of July 30, 2023 . Asset-Based Credit Facility Core & Main LP has a senior asset-based revolving credit facility with a borrowing capacity of up to $1,250 million, subject to borrowing base availability, with a maturity date of July 27, 2026 (the “Senior ABL Credit Facility”). Borrowings under the Senior ABL Credit Facility bear interest at either a Term SOFR rate plus an applicable margin ranging from 1.25% to 1.75%, or an alternate base rate plus an applicable margin ranging from 0.25% to 0.75%, depending on the borrowing capacity under the Senior ABL Credit Facility. Additionally, Core & Main LP pays a fee of 0.25% on unfunded commitments under the Senior ABL Credit Facility. As of July 30, 2023, there was $115 million outstanding under the Senior ABL Credit Facility with a weighted average interest rate of 7.71%. The book value of the Senior ABL Credit Facility approximates fair value due to the variable interest rate nature of these borrowings. The aforementioned debt agreements include customary affirmative and negative covenants, which include, among other things, restrictions on Core & Main LP’s ability to make distributions, pay dividends, create liens, incur additional indebtedness, make investments, dispose of assets and merge or consolidate with any other person. The Senior Term Loan Facility may require accelerated repayment based upon cash flows generated in excess of operating and investing requirements when the Consolidated Secured Leverage Ratio (as defined in the agreement governing the Senior Term Loan Facility) is greater than or equal to 3.25. In addition, the Senior ABL Credit Facility requires Core & Main LP to comply with a consolidated fixed charge coverage ratio of greater than or equal to 1.00 when availability under the Senior ABL Credit Facility is less than 10.0% of the lesser of (i) the then applicable borrowing base or (ii) the then aggregate effective commitments. The Company was in compliance with all debt covenants as of July 30, 2023. Substantially all of Core & Main LP’s assets are pledged as collateral for the Senior Term Loan Facility and the Senior ABL Credit Facility. The aggregate amount of debt payments for the remainder of fiscal 2023 and the next four full fiscal years are as follows: Fiscal 2023 $ 7 Fiscal 2024 15 Fiscal 2025 15 Fiscal 2026 130 Fiscal 2027 15 Interest Rate Swaps On February 26, 2023, Core & Main LP amended the terms of the instrument to adjust the fixed interest rate to 0.693% and receive payments based upon the one-month Term SOFR rate, based on notional amounts associated with borrowings under the Senior Term Loan Facility. The measurement period of the interest rate swap commenced on July 27, 2021 with a notional amount of $900 million as of July 30, 2023. The notional amount decreases to $800 million on July 27, 2024 and $700 million on July 27, 2025 through the instrument maturity on July 27, 2026. This instrument is intended to reduce the Company's exposure to variable interest rates under the Senior Term Loan Facility. As of July 30, 2023, this instrument resulted in an effective fixed rate of 3.293%, based upon the 0.693% fixed rate plus an effective applicable margin of 2.60%, on $900 million of borrowings under the Senior Term Loan Facility. The fair value of this cash flow interest rate swap was an $85 million and $84 million asset as of July 30, 2023 and January 29, 2023, respectively, which is included within other assets in the Balance Sheet. Fair value is based upon the present value of future cash flows under the terms of the contract and observable market inputs (level 2). Significant inputs used in determining fair value include forward-looking one-month Term SOFR rates and the discount rate applied to projected cash flows. Three Months Ended Six Months Ended Accumulated Other Comprehensive Income July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Beginning of period balance $ 62 $ 63 $ 70 $ 26 Measurement adjustment gain (loss) for interest rate swap 20 (10) 21 34 Reclassification of (income) to interest expense (11) (1) (21) — Tax benefit (expense) on interest rate swap adjustments Measurement adjustment gain (loss) for interest rate swap (4) 2 (4) (6) Reclassification of (income) to interest expense 3 — 4 — End of period balance $ 70 $ 54 $ 70 $ 54 As of July 30, 2023, the Company estimates $42 million of the cash flow interest rate swap gains will be reclassified from accumulated other comprehensive income into earnings over the next 12 months. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended July 30, 2023 and July 31, 2022, the Company’s effective tax rate was 19.6% and 17.3%, respectively. For the six months ended July 30, 2023 and July 31, 2022, the Company's effective tax rate was 19.3% and 17.6%, respectively. The variations between the Company's estimated effective tax rate and the U.S. and state statutory rates are primarily due to the portion of the Company's earnings attributable to non-controlling interests following the Reorganization Transactions partially offset by certain permanent book-tax differences. Tax Receivable Agreements and Reorganization Transactions In connection with the Reorganization Transactions and the IPO, Core & Main entered into a tax receivable agreement with the Former Limited Partners (the “Former Limited Partners Tax Receivable Agreement”) and a tax receivable agreement with the Continuing Limited Partners (the “Continuing Limited Partners Tax Receivable Agreement”) (collectively, the “Tax Receivable Agreements”). Core & Main expects to generate additional tax attributes, associated with future exchanges of Partnership Interests by Continuing Limited Partners, that will reduce amounts that it would otherwise pay in the future to various tax authorities. The Tax Receivable Agreements provide for the payment to either the Former Limited Partners or Continuing Limited Partners, or their permitted transferees, of 85% of the tax benefits realized by the Company, or in some circumstances are deemed to realize. The Company recorded payables to related parties pursuant to the Tax Receivable Agreements of $242 million and $185 million as of July 30, 2023 and January 29, 2023, respectively. In fiscal 2023, the Company had a financing cash outflow related to the payment of $5 million under the Former Limited Partner Tax Receivable Agreements. Payments under the Tax Receivable Agreements within the next 12 months are expected to be $11 million, which is included within other current liabilities in the Balance Sheet. The actual amount and timing of any payments under the Tax Receivable Agreements will vary depending upon a number of factors, including the timing of exchanges by the holders of Partnership Interests, the amount of gain recognized by such holders of Partnership Interests, the amount and timing of the taxable income the Company generates in the future and the federal tax rates then applicable. Assuming (i) that the Continuing Limited Partners exchanged all of their Partnership Interests at $32.33 per share of our Class A common stock (the closing stock price on July 28, 2023), (ii) no material changes in relevant tax law, (iii) a constant corporate tax rate of 25.1%, which represents a pro forma tax rate that includes a provision for U.S. federal income taxes and assumes the highest statutory rate apportioned to each state and local jurisdiction and (iv) that the Company earns sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the Continuing Limited Partners Tax Receivable Agreement, the Company would recognize a deferred tax asset (subject to offset with existing deferred tax liabilities) of approximately $614 million and a Continuing Limited Partners Tax Receivable Agreement liability of approximately $522 million, payable to the Continuing Limited Partners over the life of the Continuing Limited Partners Tax Receivable Agreement. The full exchange by the Continuing Limited Partners will also decrease Core & Main's aforementioned deferred tax asset associated with its investment in Holdings by $141 million. The foregoing amounts are estimates and subject to change. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Jul. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Receivables Receivables consisted of the following: July 30, 2023 January 29, 2023 Trade receivables, net of allowance for credit losses $ 1,164 $ 851 Supplier rebate receivables 67 104 Receivables, net of allowance for credit losses $ 1,231 $ 955 Depreciation Expense Depreciation expense is classified within cost of sales and depreciation and amortization within the Statement of Operations. Depreciation expense related to property, plant and equipment, including capitalized software, was as follows: Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Depreciation expense $ 7 $ 5 $ 13 $ 11 Accrued Compensation and Benefits Accrued compensation and benefits consisted of the following: July 30, 2023 January 29, 2023 Accrued bonuses and commissions $ 53 $ 100 Other compensation and benefits 21 23 Accrued compensation and benefits $ 74 $ 123 Leases The table below presents cash and non-cash impacts associated with leases: Six Months Ended July 30, 2023 July 31, 2022 Operating cash flow payments for operating lease liabilities $ 26 $ 24 Operating cash flow payments for non-lease components 12 9 Right-of-use assets obtained in exchange for new operating lease liabilities $ 29 $ 34 |
Non-controlling Interests
Non-controlling Interests | 6 Months Ended |
Jul. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NON-CONTROLLING INTERESTS Core & Main is the general partner of Holdings and operates and controls all of the business and affairs of Holdings and, through Holdings and its subsidiaries, conducts the Company's business. Accordingly, Core & Main consolidates the consolidated financial statements of Holdings and attributes a portion of net income and equity of Holdings to non-controlling interests related to the vested Partnership Interests held by the Continuing Limited Partners. Income or loss is attributed to the non-controlling interests based on the weighted average percentage of Partnership Interests held by Continuing Limited Partners, excluding unvested Partnership Interests held by Management Feeder, relative to all Partnership Interests of Holdings during the period following the Reorganization Transactions. Holdings equity is attributed to non-controlling interests based on the Partnership Interests held by Continuing Limited Partners, excluding unvested Partnership Interests held by Management Feeder, relative to all Partnership Interests as of the balance sheet date. The non-controlling interests’ ownership percentage may fluctuate over time as the Continuing Limited Partners exchange Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock, for shares of Class A common stock and Partnership Interests held by Management Feeder vest. The following table summarizes the ownership of Partnership Interests of Holdings (excluding unvested Partnership Interests held by Management Feeder): Partnership Interests Ownership Percentage Core & Main Continuing Limited Partners Total Core & Main Continuing Limited Partners Total Balances as of January 29, 2023 172,765,161 72,471,473 245,236,634 70.4 % 29.6 % 100.0 % Retirement of Partnership Interests (12,502,911) (7,497,089) (20,000,000) 0.7 (0.7) — Issuance of Partnership Interests 233,337 — 233,337 0.1 (0.1) — Exchange of Partnership Interests 8,095,403 (8,098,573) (3,170) 3.6 (3.6) — Vesting of Partnership Interests — 296,002 296,002 (0.1) 0.1 — Balances as of July 30, 2023 168,590,990 57,171,813 225,762,803 74.7 % 25.3 % 100.0 % |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share | 6 Months Ended |
Jul. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | BASIC AND DILUTED EARNINGS PER SHARE The following table presents the calculation of basic and diluted earnings per share for the three and six months ended July 30, 2023 and July 31, 2022. Basic earnings per share is computed by dividing net income attributable to Core & Main for the period by the weighted average number of shares of Class A common stock outstanding during the same period. Shares of Class A common stock issued or redeemed during the period were weighted for the portion of the period in which the shares of Class A common stock were outstanding. The Company did not apply the two-class method because shares of Class B common stock do not participate in earnings or losses of Core & Main. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted average shares outstanding for purposes of earnings per share. Net income allocated to holders of non-controlling interests was excluded from net income available to the Class A common stock. There were no preferred dividends and no shares of preferred stock outstanding for the period. The diluted earnings per share calculation includes the basic weighted average number of shares of Class A common stock outstanding plus the dilutive impact of potential outstanding shares of Class A common stock that would be issued upon exchange of Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock, under the if-converted method, if dilutive. The treasury stock method is applied to outstanding awards, including unvested Partnership Interests and outstanding stock appreciation rights, restricted stock units and stock options. Three Months Ended Six Months Ended Basic earnings per share: July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net income $ 164 $ 182 $ 297 $ 319 Net income attributable to non-controlling interests 54 67 101 118 Net income available to Class A common stock 110 115 196 201 Weighted average shares outstanding 167,312,292 167,876,179 169,474,741 167,708,034 Net income per share $ 0.66 $ 0.69 $ 1.16 $ 1.20 Diluted earnings per share: Net income available to common shareholders - basic $ 110 $ 115 $ 196 $ 201 Increase to net income attributable to dilutive instruments 40 50 75 88 Net income available to common shareholders - diluted 150 165 271 289 Weighted average shares outstanding - basic 167,312,292 167,876,179 169,474,741 167,708,034 Incremental shares of common stock attributable to dilutive instruments 61,670,989 78,299,699 66,901,176 78,452,777 Weighted average shares outstanding - diluted 228,983,281 246,175,878 236,375,917 246,160,811 Net income per share - diluted $ 0.66 $ 0.67 $ 1.15 $ 1.17 |
Related Parties
Related Parties | 6 Months Ended |
Jul. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES CD&R affiliates During each of the three and six months ended July 30, 2023, the Company had $1 million and $2 million of purchases of product, respectively, from affiliates of Clayton, Dubilier & Rice, LLC (“CD&R”), including other companies invested in by funds affiliated with or managed by CD&R (the “CD&R Funds”). During the three and six months ended July 31, 2022, the Company had less than $1 million and $1 million in purchases of product, respectively, from affiliates of CD&R, including other companies invested in by funds affiliated with the CD&R Funds. There were no amounts payable to affiliates of CD&R at July 30, 2023 and January 29, 2023. There were $2 million and $7 million in sales to affiliates of CD&R for the three and six months ended July 30, 2023, respectively. There was $1 million and $2 million in sales to affiliates of CD&R for the three and six months July 31, 2022, respectively. The Company had $1 million and $2 million amounts receivable from affiliates of CD&R at July 30, 2023 and January 29, 2023, respectively. Tax Receivable Agreements In connection with the Reorganization Transactions, Core & Main entered into the Former Limited Partners Tax Receivable Agreement with the Former Limited Partners and the Continuing Limited Partners Tax Receivable Agreement with the Continuing Limited Partners. See further discussion in Note 7. Exchange Agreement In connection with the Reorganization Transactions, Core & Main entered into the Exchange Agreement, dated as of July 22, 2021 (as amended, the “Exchange Agreement”), by and among Core & Main Holdings, LLC and Core & Main Management Feeder, LLC. Pursuant to the Exchange Agreement, the Continuing Limited Partners (or their permitted transferees) will have the right, subject to the terms of the Exchange Agreement, 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 generally on a one-for-one basis or for cash in limited circumstances as specified in the Exchange Agreement. Holders of Partnership Interests will not have the right to exchange Partnership Interests if Core & Main determines that such exchange would be prohibited by law or regulation or would violate other agreements with Core & Main or its subsidiaries to which the holder of Partnership Interests may be subject. Core & Main may also refuse to honor any request to effect an exchange if it determines such exchange would pose a material risk that Holdings would be treated as a “publicly traded partnership” for U.S. federal income tax purposes. Notwithstanding the foregoing, the Continuing Limited Partners are generally permitted to exchange Partnership Interests, subject to the terms of the Exchange Agreement. The Exchange Agreement also provides that, in connection with any such exchange, to the extent that Holdings has, since consummation of the Reorganization Transactions and the IPO, made distributions to the applicable Continuing Limited Partner that are proportionately lesser or greater than the distributions made to Core & Main, on a pro rata basis, the number of shares of Class A common stock to be issued or cash to be paid to such Continuing Limited Partner will be adjusted to take into account the amount of such discrepancy that is allocable to the Partnership Interests, and Class B common stock, subject to such exchange. As of July 30, 2023, the Company had shareholder receivables of $8 million recorded within additional paid in capital related to distributions in excess of shareholders’ pro rata share. Core & Main expects to cause Holdings to make distributions to its partners in such a manner as generally to limit increases to the number of shares of Class A common stock to be issued or cash to be paid to exchanging Continuing Limited Partners in connection with the adjustment described in the preceding sentence. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSManagement has evaluated events or transactions that may have occurred that would merit recognition or disclosure in the condensed consolidated financial statements. No subsequent events were identified. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 110 | $ 115 | $ 196 | $ 201 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jul. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Item 408(a) of Regulation S-K requires the Company to disclose whether any of its directors or officer have adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended July 30, 2023, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K. John W. Stephens, VP, Corp. Controller, adopted a new trading arrangement on June 20, 2023 providing for the sale of up to 88,500 aggregate shares of the Company’s Class A common stock between September 18, 2023 and March 18, 2024. Mark R. Witkowski, Chief Financial Officer, adopted a new trading arrangement on June 21, 2023 providing for the sale of up to 120,000 aggregate shares of the Company’s Class A common stock between September 25, 2023 and April 30, 2024. The Schaller Family GST Trust DTD 06/12/2020, affiliated with John R. Schaller, President, adopted a new trading arrangement on June 26, 2023 providing for the sale of up to 100,000 aggregate shares of the Company’s Class A common stock between December 14, 2023 and June 17, 2024. The James G. Castellano 2021 Family Trust, affiliated with James G. Castellano, Director, adopted a new trading arrangement on June 26, 2023 providing for the sale of up to 25,000 aggregate shares of the Company’s Class A common stock between September 25, 2023 and March 25, 2024. Bradford A. Cowles, President, adopted a new trading arrangement on July 14, 2023 providing for the sale of up to 100,000 aggregate shares of the Company’s Class A common stock between October 12, 2023 and April 12, 2024. |
Rule 10b5-1 Arrangement Adopted | true |
John W. Stephens [Member] | |
Trading Arrangements, by Individual | |
Name | John W. Stephens |
Title | VP, Corp. Controller |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 20, 2023 |
Arrangement Duration | 182 days |
Aggregate Available | 88,500 |
Mark R. Witkowski [Member] | |
Trading Arrangements, by Individual | |
Name | Mark R. Witkowski |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 21, 2023 |
Arrangement Duration | 218 days |
Aggregate Available | 120,000 |
John R. Schaller [Member] | |
Trading Arrangements, by Individual | |
Name | John R. Schaller |
Title | President |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 26, 2023 |
Arrangement Duration | 186 days |
Aggregate Available | 100,000 |
James G. Castellano [Member] | |
Trading Arrangements, by Individual | |
Name | James G. Castellano |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 26, 2023 |
Arrangement Duration | 183 days |
Aggregate Available | 25,000 |
Bradford A. Cowles [Member] | |
Trading Arrangements, by Individual | |
Name | Bradford A. Cowles |
Title | President |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | July 14, 2023 |
Arrangement Duration | 182 days |
Aggregate Available | 100,000 |
Basis of Presentation & Descr_2
Basis of Presentation & Description of Business (Policies) | 6 Months Ended |
Jul. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation - Consolidation | 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. |
Basis of Presentation - Accounting | 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 | 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 |
Estimates | 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. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Reference Rate Reform - In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by ASU 2020-04 are effective for prospective contract modifications made and qualifying hedging relationships entered into as of March 12, 2020 through December 31, 2024. In February 2023, the Company amended the terms of the Senior Term Loan Facility (as defined in Note 6) in order to implement a forward-looking rate based on the term secured overnight financing rate (“Term SOFR”) in lieu of LIBOR. In addition, in February 2023, the Company amended the terms of the related interest rate swap to adjust the fixed interest rate and receive payments based upon the one-month Term SOFR rate, based on notional amounts associated with borrowings under the Senior Term Loan Facility. There were no changes to the principal balances or maturity dates of these debt instruments. The amendments to the Senior Term Loan Facility and related interest rate swap are related to the replacement of the reference rate, therefore these amendments are subject to the practical expedients in ASU 2020-04. In July 2022, the Company amended the terms of the Senior ABL Credit Facility (as defined in Note 6) in order to, among other things, implement a forward-looking rate based on Term SOFR in lieu of LIBOR. The guidance of ASU 2020-04 did not have an impact on the assessment of the Senior ABL Credit Facility amendment. At the time of a qualifying future transaction that replaces LIBOR with a new interest rate index, the Company will consider the application of ASU 2020-04. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net sales disaggregated by product category | The following table represents net sales disaggregated by product category: Three Months Ended Six Months Ended Product Category July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Pipes, valves & fittings products $ 1,283 $ 1,291 $ 2,357 $ 2,401 Storm drainage products 278 266 493 475 Fire protection products 174 192 343 364 Meter products 126 112 242 219 Total net sales $ 1,861 $ 1,861 $ 3,435 $ 3,459 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of allocation of transaction price to the fair value of identifiable assets acquired and liabilities assumed | The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2023 Acquisitions and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2022 Acquisitions: Fiscal 2023 Acquisitions Fiscal 2022 Acquisitions Cash $ 5 $ — Receivables 28 4 Inventories 38 13 Intangible assets 76 12 Goodwill 17 12 Property, plant and equipment 24 3 Operating lease right-of-use assets 7 4 Other assets, current and non-current 4 — Total assets acquired 199 48 Accounts payable 9 1 Deferred income taxes 8 — Operating lease liabilities, current and non-current 7 4 Other liabilities, current and non-current 16 1 Net assets acquired $ 159 $ 42 |
Schedule of reconciliation of total consideration to net assets acquired | The net outflow of cash in respect of the purchase of businesses is as follows: Fiscal 2023 Acquisitions Fiscal 2022 Acquisitions Net assets acquired $ 159 $ 42 Less: Working capital adjustment (3) — Less: Cash acquired in acquisition (5) — Total consideration, net of cash; investing cash outflow $ 151 $ 42 |
Schedule of intangible assets acquired and assumptions utilized in the valuation | A summary of the intangible asset acquired and assumptions utilized in the valuation for the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions is as follows: Intangible Asset Amount Weighted Average Amortization Period Weighted Average Discount Rate Weighted Average Attrition Rate Customer Relationships Fiscal 2023 Acquisitions $ 76 10 years 16.2 % 12.6 % Fiscal 2022 Acquisitions 12 10 years 14.4 % 13.5 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | The carrying amount of the Company’s goodwill included in its Balance Sheets is as follows: July 30, 2023 January 29, 2023 Gross Goodwill $ 1,552 $ 1,535 Accumulated Impairment — — Net Goodwill $ 1,552 $ 1,535 The changes in the carrying amount of goodwill are as follows: Six Months Ended July 30, 2023 Beginning Balance $ 1,535 Goodwill acquired during the year 17 Ending balance $ 1,552 |
Schedule of net intangible assets | The Company’s intangible assets included in its Balance Sheets consist of the following: July 30, 2023 January 29, 2023 Gross Intangible Accumulated Amortization Net Intangible Gross Intangible Accumulated Amortization Net Intangible Customer relationships $ 1,466 $ 657 $ 809 $ 1,390 $ 597 $ 793 Other intangible assets 5 3 2 5 3 2 Total $ 1,471 $ 660 $ 811 $ 1,395 $ 600 $ 795 |
Schedule of amortization expense related to intangible assets | Amortization expense related to intangible assets was as follows: Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Amortization expense $ 31 $ 29 $ 60 $ 59 |
Schedule of estimated aggregate amortization expense on intangible assets | The estimated aggregate amortization expense on intangible assets owned by the Company for the remainder of fiscal 2023 and the next four full fiscal years is expected to be as follows: Fiscal 2023 $ 62 Fiscal 2024 116 Fiscal 2025 108 Fiscal 2026 99 Fiscal 2027 92 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consisted of the following: July 30, 2023 January 29, 2023 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs Current maturities of long-term debt: Senior Term Loan due July 2028 $ 15 $ — $ 15 $ — Long-term debt: Senior ABL Credit Facility due July 2026 115 — — — Senior Term Loan due July 2028 1,455 16 1,463 19 1,570 16 1,463 19 Total $ 1,585 $ 16 $ 1,478 $ 19 |
Schedule of aggregate future debt payments | The aggregate amount of debt payments for the remainder of fiscal 2023 and the next four full fiscal years are as follows: Fiscal 2023 $ 7 Fiscal 2024 15 Fiscal 2025 15 Fiscal 2026 130 Fiscal 2027 15 |
Schedule of interest rate swap impact on accumulated other comprehensive loss | Three Months Ended Six Months Ended Accumulated Other Comprehensive Income July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Beginning of period balance $ 62 $ 63 $ 70 $ 26 Measurement adjustment gain (loss) for interest rate swap 20 (10) 21 34 Reclassification of (income) to interest expense (11) (1) (21) — Tax benefit (expense) on interest rate swap adjustments Measurement adjustment gain (loss) for interest rate swap (4) 2 (4) (6) Reclassification of (income) to interest expense 3 — 4 — End of period balance $ 70 $ 54 $ 70 $ 54 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of receivables | Receivables consisted of the following: July 30, 2023 January 29, 2023 Trade receivables, net of allowance for credit losses $ 1,164 $ 851 Supplier rebate receivables 67 104 Receivables, net of allowance for credit losses $ 1,231 $ 955 |
Schedule of depreciation expense | Depreciation expense is classified within cost of sales and depreciation and amortization within the Statement of Operations. Depreciation expense related to property, plant and equipment, including capitalized software, was as follows: Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Depreciation expense $ 7 $ 5 $ 13 $ 11 |
Schedule of accrued compensation and benefits | Accrued compensation and benefits consisted of the following: July 30, 2023 January 29, 2023 Accrued bonuses and commissions $ 53 $ 100 Other compensation and benefits 21 23 Accrued compensation and benefits $ 74 $ 123 |
Schedule of cash and non-cash impacts associated with leases | The table below presents cash and non-cash impacts associated with leases: Six Months Ended July 30, 2023 July 31, 2022 Operating cash flow payments for operating lease liabilities $ 26 $ 24 Operating cash flow payments for non-lease components 12 9 Right-of-use assets obtained in exchange for new operating lease liabilities $ 29 $ 34 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of ownership of Partnership Interests | The following table summarizes the ownership of Partnership Interests of Holdings (excluding unvested Partnership Interests held by Management Feeder): Partnership Interests Ownership Percentage Core & Main Continuing Limited Partners Total Core & Main Continuing Limited Partners Total Balances as of January 29, 2023 172,765,161 72,471,473 245,236,634 70.4 % 29.6 % 100.0 % Retirement of Partnership Interests (12,502,911) (7,497,089) (20,000,000) 0.7 (0.7) — Issuance of Partnership Interests 233,337 — 233,337 0.1 (0.1) — Exchange of Partnership Interests 8,095,403 (8,098,573) (3,170) 3.6 (3.6) — Vesting of Partnership Interests — 296,002 296,002 (0.1) 0.1 — Balances as of July 30, 2023 168,590,990 57,171,813 225,762,803 74.7 % 25.3 % 100.0 % |
Basic and Diluted Earnings Pe_2
Basic and Diluted Earnings Per Share (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The diluted earnings per share calculation includes the basic weighted average number of shares of Class A common stock outstanding plus the dilutive impact of potential outstanding shares of Class A common stock that would be issued upon exchange of Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock, under the if-converted method, if dilutive. The treasury stock method is applied to outstanding awards, including unvested Partnership Interests and outstanding stock appreciation rights, restricted stock units and stock options. Three Months Ended Six Months Ended Basic earnings per share: July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net income $ 164 $ 182 $ 297 $ 319 Net income attributable to non-controlling interests 54 67 101 118 Net income available to Class A common stock 110 115 196 201 Weighted average shares outstanding 167,312,292 167,876,179 169,474,741 167,708,034 Net income per share $ 0.66 $ 0.69 $ 1.16 $ 1.20 Diluted earnings per share: Net income available to common shareholders - basic $ 110 $ 115 $ 196 $ 201 Increase to net income attributable to dilutive instruments 40 50 75 88 Net income available to common shareholders - diluted 150 165 271 289 Weighted average shares outstanding - basic 167,312,292 167,876,179 169,474,741 167,708,034 Incremental shares of common stock attributable to dilutive instruments 61,670,989 78,299,699 66,901,176 78,452,777 Weighted average shares outstanding - diluted 228,983,281 246,175,878 236,375,917 246,160,811 Net income per share - diluted $ 0.66 $ 0.67 $ 1.15 $ 1.17 |
Basis of Presentation & Descr_3
Basis of Presentation & Description of Business (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jun. 12, 2023 USD ($) $ / shares shares | Apr. 14, 2023 USD ($) $ / shares shares | Jul. 30, 2023 USD ($) state branch_location shares | Apr. 30, 2023 USD ($) | |
Class of Stock and Other Items [Line Items] | ||||
Number of branch locations | branch_location | 320 | |||
Number of states with branches | state | 48 | |||
Stock offering price (in dollars per share) | $ / shares | $ 28.215 | $ 22.151 | ||
Repurchase and Retirement of Class A and Class B shares and corresponding Partnership Interest | $ | $ 141 | $ 332 | $ 141 | $ 332 |
Partnership Interests held (in units) | 168,590,990 | |||
Class A Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Stock repurchased and retired (in shares) | 3,125,728 | 9,377,183 | ||
Public ownership interest (in shares) | 92,447,458 | |||
Class B Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Stock repurchased and retired (in shares) | 1,874,272 | 5,622,817 | ||
Secondary Offering | Class A Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Shares issued in exchange for Partnership Interests (in shares) | 5,247,962 | 1,874,272 | ||
Former Limited Partners | Class A Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Ownership interest (in shares) | 76,140,693 | |||
Continuing Limited Partners | ||||
Class of Stock and Other Items [Line Items] | ||||
Partnership Interests held (in units) | 57,634,013 | |||
Continuing Limited Partners | Class A Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Ownership interest (in shares) | 2,839 | |||
Continuing Limited Partners | Class B Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Ownership interest (in shares) | 57,634,013 | |||
Selling Stockholders | Secondary Offering | ||||
Class of Stock and Other Items [Line Items] | ||||
Stock offering price (in dollars per share) | $ / shares | $ 28.215 | $ 22.151 | ||
Selling Stockholders | Secondary Offering | Class A Common Stock | ||||
Class of Stock and Other Items [Line Items] | ||||
Number of shares issued (in share) | 14,000,000 | 5,000,000 | ||
Existing shares sold (in shares) | 8,752,038 | 3,125,728 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 1,861 | $ 1,861 | $ 3,435 | $ 3,459 |
Pipes, valves & fittings products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 1,283 | 1,291 | 2,357 | 2,401 |
Storm drainage products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 278 | 266 | 493 | 475 |
Fire protection products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 174 | 192 | 343 | 364 |
Meter products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 126 | $ 112 | $ 242 | $ 219 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 6 Months Ended | ||||||||
Jul. 30, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jul. 12, 2023 branch_location | Jul. 10, 2023 branch_location | Apr. 17, 2023 branch_location | Mar. 06, 2023 branch_location | Jun. 28, 2022 branch_location | May 02, 2022 branch_location | Mar. 21, 2022 branch_location | |
Business Acquisition [Line Items] | |||||||||
Transaction value | $ | $ 161 | $ 42 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ | $ 3 | $ 12 | |||||||
J.W. D’Angelo Co. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 3 | ||||||||
Foster Supply Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 7 | ||||||||
Midwest Pipe Supply Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 1 | ||||||||
Landscape & Construction Supplies LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 2 | ||||||||
Earthsavers Erosion Control, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 3 | ||||||||
Lock City Supply, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 1 | ||||||||
Dodson Engineered Products, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of branch locations acquired | 1 |
Acquisitions - Allocation of Tr
Acquisitions - Allocation of Transaction Price (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jul. 31, 2022 |
Allocation of transaction price | ||
Cash | $ 5 | $ 0 |
Receivables | 28 | 4 |
Inventories | 38 | 13 |
Intangible assets | 76 | 12 |
Goodwill | 17 | 12 |
Property, plant and equipment | 24 | 3 |
Operating lease right-of-use assets | 7 | 4 |
Other assets, current and non-current | 4 | 0 |
Total assets acquired | 199 | 48 |
Accounts payable | 9 | 1 |
Deferred income taxes | 8 | 0 |
Operating lease liabilities, current and non-current | 7 | 4 |
Other liabilities, current and non-current | 16 | 1 |
Net assets acquired | $ 159 | $ 42 |
Acquisitions - Net Cash Outflow
Acquisitions - Net Cash Outflow (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net assets acquired | $ 159 | $ 42 |
Less: Working capital adjustment | (3) | 0 |
Less: Cash acquired in acquisition | (5) | 0 |
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 151 | $ 42 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets (Details) - Customer relationships - USD ($) $ in Millions | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset Amount | $ 76 | $ 12 |
Weighted Average Amortization Period | 10 years | |
Weighted Average Discount Rate | 16.20% | 14.40% |
Weighted Average Attrition Rate | 12.60% | 13.50% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Balance (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Goodwill: | ||
Gross Goodwill | $ 1,552 | $ 1,535 |
Accumulated Impairment | 0 | 0 |
Goodwill | $ 1,552 | $ 1,535 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Millions | 6 Months Ended |
Jul. 30, 2023 USD ($) | |
Goodwill changes: | |
Goodwill, beginning balance | $ 1,535 |
Goodwill acquired during the year | 17 |
Goodwill, ending balance | $ 1,552 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Intangible assets, net: | ||
Gross Intangible | $ 1,471 | $ 1,395 |
Accumulated Amortization | 660 | 600 |
Net Intangible | 811 | 795 |
Customer relationships | ||
Intangible assets, net: | ||
Gross Intangible | 1,466 | 1,390 |
Accumulated Amortization | 657 | 597 |
Net Intangible | 809 | 793 |
Other intangible assets | ||
Intangible assets, net: | ||
Gross Intangible | 5 | 5 |
Accumulated Amortization | 3 | 3 |
Net Intangible | $ 2 | $ 2 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Amortization expense related to intangible assets: | ||||
Amortization expense | $ 31 | $ 29 | $ 60 | $ 59 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Millions | Jul. 30, 2023 USD ($) |
Estimated prospective aggregate amortization expense: | |
Fiscal 2023 | $ 62 |
Fiscal 2024 | 116 |
Fiscal 2025 | 108 |
Fiscal 2026 | 99 |
Fiscal 2027 | $ 92 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, Principal | $ 1,570 | $ 1,463 |
Unamortized Discount and Debt Issuance Costs | 16 | 19 |
Long-term Debt | 1,585 | 1,478 |
Senior ABL Credit Facility due July 2026 | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, Principal | 115 | 0 |
Unamortized Discount and Debt Issuance Costs | 0 | 0 |
Senior Term Loan due July 2028 | Term loan | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt, Principal | 15 | 15 |
Long-term debt, Principal | 1,455 | 1,463 |
Unamortized Discount and Debt Issuance Costs | $ 16 | $ 19 |
Debt - Debt Agreements Narrativ
Debt - Debt Agreements Narrative (Details) - USD ($) | 6 Months Ended | ||
Jul. 30, 2023 | Feb. 26, 2023 | Jul. 29, 2022 | |
Senior Term Loan due July 2028 | Term loan | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,500,000,000 | ||
Periodic payment as a percentage of original principal | 0.25% | ||
Debt Instrument, SOFR Floor | 0% | ||
Weighted average interest rate (percent) | 7.84% | ||
Debt covenant, consolidated secured leverage ratio | 3.25 | ||
Senior Term Loan due July 2028 | Term loan | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of debt | $ 1,464,000,000 | ||
Senior Term Loan due July 2028 | Term loan | Federal funds rate, base rate | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 0.50% | ||
Senior Term Loan due July 2028 | Term loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 2.60% | ||
Senior Term Loan due July 2028 | Term loan | Base Rate Component, SOFR | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 1% | ||
Senior Term Loan due July 2028 | Term loan | Base Rate Component, Addition To Prime, SOFR, Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 1.50% | ||
Senior ABL Credit Facility due July 2026 | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Aggregate commitments | $ 1,250,000,000 | ||
Fee on unfunded commitments (percent) | 0.25% | ||
Amount outstanding | $ 115,000,000 | ||
Debt covenant, consolidated fixed charge coverage ratio | 1 | ||
Debt covenant, threshold percentage of borrowing base or aggregate effective commitments for fixed charge coverage ratio | 10% | ||
Senior ABL Credit Facility due July 2026 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving credit facility | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 1.25% | ||
Senior ABL Credit Facility due July 2026 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving credit facility | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 1.75% | ||
Senior ABL Credit Facility due July 2026 | Alternate base rate | Revolving credit facility | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 0.25% | ||
Senior ABL Credit Facility due July 2026 | Alternate base rate | Revolving credit facility | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin (percent) | 0.75% | ||
Senior ABL Credit Facility due July 2026 | Term loan | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (percent) | 7.71% |
Debt - Aggregate Future Debt Pa
Debt - Aggregate Future Debt Payments (Details) $ in Millions | Jul. 30, 2023 USD ($) |
Aggregate future debt payments | |
Fiscal 2023 | $ 7 |
Fiscal 2024 | 15 |
Fiscal 2025 | 15 |
Fiscal 2026 | 130 |
Fiscal 2027 | $ 15 |
Debt - Interest Rate Swaps Narr
Debt - Interest Rate Swaps Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||||
Jul. 30, 2023 | Jul. 27, 2025 | Jul. 27, 2024 | Feb. 26, 2023 | Jan. 29, 2023 | |
Senior Term Loan due July 2028 | Term loan | |||||
Debt Instrument [Line Items] | |||||
Effective fixed rate (percent) | 3.293% | ||||
Hedged borrowings | $ 900 | ||||
Interest Rate Swap, Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value of this cash flow interest rate swap asset | 85 | $ 84 | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within 12 Months | $ 42 | ||||
Interest Rate Swap, Two [Member] | Cash flow | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate (percent) | 0.693% | 0.693% | |||
Interest Rate Swap, Two [Member] | Cash flow | Forecast | |||||
Debt Instrument [Line Items] | |||||
Notional amount | $ 700 | $ 800 |
Debt - Accumulated Other Compre
Debt - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Accumulated Other Comprehensive Income | ||||
Beginning balance | $ 2,192 | $ 2,006 | $ 2,410 | $ 1,831 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax [Abstract] | ||||
Ending balance | 2,213 | 2,165 | 2,213 | 2,165 |
Interest Rate Swap, Two [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 20 | (10) | 21 | 34 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (11) | (1) | (21) | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax [Abstract] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (4) | 2 | (4) | (6) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 3 | 0 | 4 | 0 |
Accumulated other comprehensive loss, cash flow hedge | Interest Rate Swap, Two [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning balance | 62 | 63 | 70 | 26 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax [Abstract] | ||||
Ending balance | $ 70 | $ 54 | $ 70 | $ 54 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Oct. 30, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jan. 29, 2023 | Oct. 28, 2022 | |
Income Taxes [Line Items] | |||||||
Effective tax rate (percent) | 19.60% | 17.30% | 19.30% | 17.60% | |||
Percent of Company realized tax benefits payable to Limited Partners pursuant to Tax Receivable Agreements | 85% | 85% | |||||
Payments pursuant to Tax Receivable Agreements | $ (5) | $ 0 | |||||
Pro forma tax rate per agreements (percent) | 25.10% | 25.10% | |||||
Continuing Limited Partners | |||||||
Income Taxes [Line Items] | |||||||
Estimated deferred tax asset target per agreement | $ 614 | $ 614 | |||||
Estimated tax liability per agreement | 522 | 522 | |||||
Estimated increase in deferred tax liability due to exchange of Partnership Interests | $ 141 | ||||||
Former Limited Partners | |||||||
Income Taxes [Line Items] | |||||||
TaxBenefitArrangementPayable | 242 | 242 | $ 185 | ||||
Tax Benefit Arrangement Payable Current | $ 11 | $ 11 | |||||
Class A Common Stock | |||||||
Income Taxes [Line Items] | |||||||
Closing stock price (in dollars per share) | $ 32.33 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Receivables (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Total Receivables, net | ||
Trade receivables, net of allowance for credit losses | $ 1,164 | $ 851 |
Supplier rebate receivables | 67 | 104 |
Receivables, net of allowance for credit losses | $ 1,231 | $ 955 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Depreciation expense related to property and equipment, including capitalized software | ||||
Depreciation expense | $ 7 | $ 5 | $ 13 | $ 11 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Accrued Compensation and Benefits (Details) - USD ($) $ in Millions | Jul. 30, 2023 | Jan. 29, 2023 |
Accrued Compensation and Benefits | ||
Accrued bonuses and commissions | $ 53 | $ 100 |
Other compensation and benefits | 21 | 23 |
Accrued compensation and benefits | $ 74 | $ 123 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Cash and Non-cash Impacts Associated with Leases (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating cash flow payments for operating lease liabilities | $ 26 | $ 24 |
Operating cash flow payments for non-lease components | 12 | 9 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 29 | $ 34 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - Holdings - shares | 6 Months Ended | |||
Jul. 30, 2023 | Jan. 30, 2022 | Jul. 30, 2023 | Jan. 29, 2023 | |
Partnership Interests | ||||
Partnership Interests (in units) | 225,762,803 | 225,762,803 | 245,236,634 | |
Issuance of Partnership Interests (in units) | 233,337 | |||
Exchange of Partnership Interests (in units) | (3,170) | |||
Vesting of Partnership Interests (in units) | 296,002 | |||
Ownership Percentage | ||||
Ownership Percentage | 100% | 100% | ||
Partnership Interests, Retirement, Increase (Decrease), Percentage | 0% | |||
Partnership Interests, Retirement, Units | (20,000,000) | |||
Issuance of Partnership Interests (percent) | 0% | |||
Exchange of Partnership Interests (percent) | 0% | |||
Vesting of Partnership Interests (percent) | 0% | |||
Core & Main | ||||
Partnership Interests | ||||
Partnership Interests (in units) | 168,590,990 | 168,590,990 | 172,765,161 | |
Issuance of Partnership Interests (in units) | 233,337 | |||
Exchange of Partnership Interests (in units) | (8,095,403) | |||
Vesting of Partnership Interests (in units) | 0 | |||
Ownership Percentage | ||||
Ownership Percentage | 74.70% | 70.40% | ||
Partnership Interests, Retirement, Increase (Decrease), Percentage | (0.70%) | |||
Partnership Interests, Retirement, Units | (12,502,911) | |||
Issuance of Partnership Interests (percent) | 0.10% | |||
Exchange of Partnership Interests (percent) | (3.60%) | |||
Vesting of Partnership Interests (percent) | 0.10% | |||
Continuing Limited Partners | ||||
Partnership Interests | ||||
Partnership Interests (in units) | 57,171,813 | 57,171,813 | 72,471,473 | |
Issuance of Partnership Interests (in units) | 0 | |||
Exchange of Partnership Interests (in units) | (8,098,573) | |||
Vesting of Partnership Interests (in units) | 296,002 | |||
Ownership Percentage | ||||
Ownership Percentage | 25.30% | 29.60% | ||
Partnership Interests, Retirement, Increase (Decrease), Percentage | (0.70%) | |||
Partnership Interests, Retirement, Units | (7,497,089) | |||
Issuance of Partnership Interests (percent) | (0.10%) | |||
Exchange of Partnership Interests (percent) | (3.60%) | |||
Vesting of Partnership Interests (percent) | 0.10% |
Basic and Diluted Earnings Pe_3
Basic and Diluted Earnings Per Share - Narrative (Details) | 6 Months Ended |
Jul. 30, 2023 USD ($) shares | |
Earnings Per Share [Abstract] | |
Preferred dividends | $ | $ 0 |
Preferred stock outstanding (in shares) | shares | 0 |
Basic and Diluted Earnings Pe_4
Basic and Diluted Earnings Per Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jul. 30, 2023 | Apr. 30, 2023 | Jul. 31, 2022 | May 01, 2022 | Oct. 31, 2021 | Jul. 30, 2023 | Jul. 31, 2022 | |
Basic earnings per share: | |||||||
Net income | $ 164 | $ 133 | $ 182 | $ 137 | $ 319 | $ 297 | $ 319 |
Net income attributable to non-controlling interests | 54 | 67 | 118 | 101 | $ 118 | ||
Net income available to Class A common stock | $ 110 | $ 115 | $ 201 | $ 196 | |||
Weighted average shares outstanding - basic (in shares) | 167,312,292 | 167,876,179 | 167,708,034 | 169,474,741 | 167,708,034 | ||
Net income per share - basic (in dollars per share) | $ 0.66 | $ 0.69 | $ 1.20 | $ 1.16 | $ 1.20 | ||
Diluted earnings per share: | |||||||
Net income available to common shareholders - basic | $ 110 | $ 115 | $ 201 | $ 196 | |||
Increase to net income attributable to dilutive instruments | 40 | 50 | 88 | 75 | |||
Net income available to common shareholders - diluted | $ 150 | $ 165 | $ 289 | $ 271 | |||
Weighted average shares outstanding - basic (in shares) | 167,312,292 | 167,876,179 | 167,708,034 | 169,474,741 | 167,708,034 | ||
Incremental shares of common stock attributable to dilutive instruments (in shares) | 61,670,989 | 78,299,699 | 78,452,777 | 66,901,176 | |||
Weighted average shares outstanding - diluted (in shares) | 228,983,281 | 246,175,878 | 246,160,811 | 236,375,917 | 246,160,811 | ||
Net income per share - diluted (in dollars per share) | $ 0.66 | $ 0.67 | $ 1.17 | $ 1.15 | $ 1.17 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jan. 29, 2023 | |
Related Party Transaction [Line Items] | |||||
Accounts payable | $ 601 | $ 601 | $ 479 | ||
Receivables, net of allowance for credit losses of $12 and $9, respectively | 1,231 | 1,231 | 955 | ||
Affiliates of CD&R | CD&R transactions | |||||
Related Party Transaction [Line Items] | |||||
Purchases of product from affiliates | 1 | $ 1 | 2 | $ 1 | |
Related Party Transaction, Amounts of Transaction | 2 | $ 1 | 7 | $ 2 | |
Accounts payable | 0 | 0 | 0 | ||
Receivables, net of allowance for credit losses of $12 and $9, respectively | 1 | 1 | $ 2 | ||
Continuing Limited Partners | |||||
Related Party Transaction [Line Items] | |||||
Nontrade Receivables, Noncurrent | $ 8 | $ 8 |