Schedule I — Condensed Financial Information of Parent

12 Months Ended

Jan. 29, 2023

Condensed Financial Information Disclosure [Abstract]

Schedule I — Condensed Financial Information of Parent

CORE & MAIN, INC.

PARENT COMPANY ONLY

CONDENSED BALANCE SHEET

Amounts in millions (except share and per share data)


	January 29, 2023		January 30, 2022
ASSETS
Current assets:
Prepaid expenses and other current assets	$	2	$	—
Total current assets	2		—
Investment in subsidiaries	1,569		1,154
Goodwill	330		330
Deferred tax asset	33		9
Total assets	$	1,934	$	1,493

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued income taxes	$	1	$	12
Other current liabilities	6		3
Total current liabilities	7		15
Payable to related parties pursuant to Tax Receivable Agreements	180		153
Total liabilities	187		168
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 172,765,161 and 167,522,403 shares issued and outstanding as of January 29, 2023 and January 30, 2022, respectively	2		2
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 73,229,675 and 78,398,141 shares issued and outstanding as of January 29, 2023 and January 30, 2022, respectively	1		1
Additional paid-in capital	1,241		1,214
Retained earnings	458		92
Accumulated other comprehensive income	45		16
Total stockholders’ equity	1,747		1,325
Total liabilities and stockholders’ equity	$	1,934	$	1,493

See Notes to Condensed Financial Statements.

CORE & MAIN, INC.

PARENT COMPANY ONLY

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

Amounts in millions


	Fiscal Year Ended January 29, 2023		Period from April 9, 2021 to January 30, 2022

Equity in net income of subsidiary	$	486	$	119
Income before provision for income taxes	486		119
Provision for income taxes	120		27
Net income	366		92
Net interest rate swap gain, net of tax (expense) of $(9) and $(5)	27		18
Comprehensive income	$	393	$	110

See Notes to Condensed Financial Statements.

CORE & MAIN, INC.

PARENT COMPANY ONLY

CONDENSED STATEMENT OF CASH FLOWS

Amounts in millions


	Fiscal Year Ended January 29, 2023		Period from April 9, 2021 to January 30, 2022
Cash Flows From Operating Activities:
Net cash provided by operating activities	$	—	$	—
Cash Flows From Investing Activities:
Investment in subsidiary	(1)		(756)
Net cash used in investing activities	(1)		(756)
Cash Flows From Financing Activities:
IPO proceeds, net of underwriting discounts and commissions	—		664
Offering proceeds from underwriters’ option, net of underwriting discounts and commissions	—		100
Payments for offering costs	—		(8)
Proceeds from issuance of common stock from employee equity plans	1		—
Net cash provided by financing activities	1		756
Change in cash and cash equivalents	—		—
Cash and cash equivalents at the beginning of the period	—		—
Cash and cash equivalents at the end of the period	$	—	$	—

Cash paid for taxes	$	138	$	36

See Notes to Condensed Financial Statements.

Notes to Parent Company Only Condensed Financial Statements

1) BASIS OF PRESENTATION

The parent company financial statements are intended to present the condensed financial information of Core & Main, Inc. that was formed on April 9, 2021, as described in Basis of Presentation & Description of Business under Part II, Item 8 of this report (“Note 1”). As the parent company did not exist prior to April 9, 2021, no parent company information has been presented prior to this date. The parent company condensed financial statements should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this report. For purposes of the parent company’s condensed financial information, the Company’s majority owned subsidiary is recorded based upon its proportionate share of the subsidiary’s net assets (similar to presenting them on the equity method).

Initial Public Offering

On July 27, 2021, Core & Main, Inc. completed its initial public offering of 34,883,721 shares of Class A common stock at a price to the public of $20.00 per share. On August 20, 2021, Core & Main, Inc. issued 5,232,558 shares of Class A common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares of Class A common stock at the initial public offering price of $20.00 per share. On January 10, 2022, a secondary public offering of 20,000,000 shares of Class A common stock by certain selling stockholders affiliated with Clayton, Dubilier & Rice, LLC was completed at a price to the public of $26.00 per share. On September 19, 2022, a secondary public offering of 11,000,000 shares of Class A common stock by certain selling stockholders affiliated with Clayton, Dubilier & Rice, LLC was completed at a price to the public of $23.75 per share. See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

2) INCOME TAXES

See Income Taxes under Part II, Item 8 of this report (“Note 7”) to the consolidated financial statements, included elsewhere in this Annual Report on Form 10-K for additional information on the income tax provision of Core & Main, Inc. and the Tax Receivable Agreements.