Basic and Diluted Earnings Per Share

6 Months Ended

Jul. 31, 2022

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 31, 2022 and from July 23, 2021 to August 1, 2021, the period following the Reorganization Transactions.

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 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 net 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		July 23, 2021 through
Basic earnings (loss) per share:	July 31, 2022		July 31, 2022		August 1, 2021
Net income (loss)	$	182	$	319	$	(37)
Net income (loss) attributable to non-controlling interests	67		118		(17)
Net income (loss) available to Class A common stock	115		201		(20)
Weighted average shares outstanding	167,876,179		167,708,034		138,978,366
Net income (loss) per share	$	0.69	$	1.20	$	(0.14)
Diluted earnings (loss) per share:
Net income (loss) available to common shareholders - basic	$	115	$	201	$	(20)
Increase to net income (loss) attributable to dilutive instruments	50		88		—
Net income (loss) available to common shareholders - diluted	165		289		(20)
Weighted average shares outstanding - basic	167,876,179		167,708,034		138,978,366
Incremental shares of common stock attributable to dilutive instruments	78,299,699		78,452,777		—
Weighted average shares outstanding - diluted	246,175,878		246,160,811		138,978,366
Net income (loss) per share - diluted	$	0.67	$	1.17	$	(0.14)

The following table details shares, each weighted for the portion of the period for which they were outstanding, that were not included in the computation of diluted earnings (loss) per share because the effect would have been anti-dilutive:


	Three Months Ended	Six Months Ended	July 23, 2021 through
	July 31, 2022	July 31, 2022	August 1, 2021
Partnership Interest/Class B Shares	—	—	84,135,621
Stock appreciation rights	—	—	633,683
Total	—	—	84,769,304