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Acquisitions
 9 Months Ended
Nov. 02, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions ACQUISITIONS
The Company completed various acquisitions during the nine months ended November 2, 2025 (the “Fiscal 2025 Acquisition”) and the nine months ended October 27, 2024 (the "Fiscal 2024 Acquisitions") with an aggregate transaction value of $49 million and $748 million, subject to working capital adjustments, respectively. The transaction value for the Fiscal 2025 Acquisition consists of $31 million of initial cash consideration and contingent consideration of up to $18 million based upon financial performance after closing. These transactions were funded with cash and borrowings under the Senior Term Loan Credit Facility (as defined in Note 6).
Fiscal 2025 Acquisition
•On September 30, 2025, the Company acquired certain assets and assumed certain liabilities of Canada Waterworks Inc. and Canada Waterworks Ottawa Inc. (collectively, “Canada Waterworks”). Canada Waterworks has three locations and is a Canadian distributor of water and wastewater products.
Fiscal 2024 Acquisitions
•On September 16, 2024, the Company acquired certain assets and assumed certain liabilities of Green Equipment Company (“Green Equipment”). Green Equipment has one location and is a provider of underground utility protection equipment.
•On September 9, 2024, the Company acquired certain assets and assumed certain liabilities of GroGreen Solutions Georgia, LLC (“GroGreen”). GroGreen has four locations and is a provider of erosion control products.
•On August 12, 2024, the Company acquired certain assets and assumed certain liabilities of HM Pipe Products LP and HM Pipe Products Kitchner LP (collectively, “HM Pipe Products”). HM Pipe Products has two locations and is a Canadian distributor of water and wastewater products.
•On May 6, 2024, the Company acquired certain assets and assumed certain liabilities of Geothermal Supply Company Inc. (“GSC”). GSC has one location and is a distributor and fabricator of fusible HDPE pipe and other related products, primarily serving the geothermal, water and sewer industries.
•On April 30, 2024, the Company acquired certain assets and assumed certain liabilities of EGW Utilities Inc. (“EGW”). EGW has one location and is a provider of underground utility infrastructure products and services.
•On April 1, 2024, the Company acquired all of the outstanding shares of NW Geosynthetics Inc. (“ACF West”). ACF West has six locations and is a distributor of geosynthetic materials and provider of soil stabilization solutions.
•On March 7, 2024, the Company acquired all of the membership interests of DKC Group Holdings, LLC, and associated entities (collectively, “Dana Kepner”). Dana Kepner has twenty-one locations and is a distributor of water, wastewater, storm drainage, and geotextile products, along with specialty tools and accessories.
•On February 12, 2024, the Company acquired certain assets and assumed certain liabilities of Eastern Supply Inc. and a related entity (collectively, “Eastern Supply”). Eastern Supply has two locations and is a distributor of a broad range of storm drainage products, with custom fabrication capabilities.
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 2025 Acquisition and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2024 Acquisitions. The allocations are preliminary for items including review of working capital balances and the completion of intangible asset valuations.
Fiscal 2025 Acquisition
Fiscal 2024 Acquisitions (1)
Cash$— $31 
Receivables9 94 
Inventories6 111 
Intangible assets14 277 
Goodwill20 325 
Property, plant and equipment1 16 
Operating lease right-of-use assets1 22 
Other assets, current and non-current— 2 
Total assets acquired51 878 
Accounts payable3 42 
Deferred income taxes— 41 
Contingent consideration14 5 
Operating lease liabilities, current and non-current1 22 
Deferred consideration— 8 
Other liabilities, current and non-current— 7 
Net assets acquired$33 $753 
(1) Amounts include the purchase price allocation of Dana Kepner net assets of $263 million to goodwill, $184 million to intangible assets, $89 million to net working capital, $29 million to cash and $8 million to fixed assets. Additionally, includes a deferred income tax liability of $36 million for the Dana Kepner acquisition.
The Canada Waterworks acquisition includes a contingent consideration arrangement of up to $18 million that will be paid by the Company to the Canada Waterworks sellers, based upon certain future Adjusted EBITDA targets over a two-year period. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $18 million. The fair value of the contingent consideration recognized on the acquisition date of $14 million was estimated by utilizing a weighted probability assessment of the potential outcomes (a level 3 fair value measurement based on unobservable inputs).
The net outflow of cash in respect of the purchase of businesses is as follows:
Fiscal 2025 Acquisition
Fiscal 2024 Acquisitions
Net assets acquired$33 $753 
Less: Cash acquired in acquisition
— (31)
Plus: Contingent consideration14 — 
Total consideration47 722 
Less: Contingent consideration$(14)— 
Total consideration, net of cash; investing cash outflow$33 $722 
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 $20 million and $239 million associated with the Fiscal 2025 Acquisition and Fiscal 2024 Acquisitions, respectively, are fully deductible by the Company for U.S. income tax purposes.
Intangible Assets
For the Fiscal 2025 Acquisition and the Fiscal 2024 Acquisitions, the intangible assets acquired consisted of customer relationships and other intangible assets.
The customer relationship intangible assets represent the value associated with those customer relationships in place at the date of each transaction included in the Fiscal 2025 Acquisition and Fiscal 2024 Acquisitions. The Company valued the customer relationships using an excess earnings method including 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.
The other intangible assets primarily consist of trademark intangible assets that represent the value associated with the brand names in place at the date of the applicable closing.
A summary of the intangible asset acquired and assumptions utilized in the valuation for the Fiscal 2025 Acquisition and Fiscal 2024 Acquisitions is as follows:
Intangible Asset AmountWeighted Average Amortization PeriodWeighted Average Discount RateWeighted Average Attrition Rate
Customer Relationships
Fiscal 2025 Acquisition
$12 10 years14.3 %10.0 %
Fiscal 2024 Acquisitions (1)
272 10 years13.5 %12.4 %
Other Intangible Assets
Fiscal 2025 Acquisition
$2 7 years14.3 %N/A
Fiscal 2024 Acquisitions
5 5 years13.6 %N/A
(1) Customer relationships acquired and assumptions utilized in the valuation for the Dana Kepner acquisition were as follows: $181 million customer relationship intangible asset, 10 years amortization period, 13.0% discount rate and 12.5% attrition rate.
Pro Forma Financial Information
The following pro forma information presents a summary of the results of operations for the periods indicated as if the Dana Kepner acquisition had been completed as of January 30, 2023. The pro forma financial information is based on the historical financial information for the Company and Dana Kepner, along with certain pro forma adjustments. These pro forma adjustments consist primarily of:
•increased amortization and depreciation expense related to the intangible assets and fixed assets acquired, respectively, in the Dana Kepner acquisition;
•increased interest expense to reflect the borrowings under the Senior Term Loan Credit Facility including the interest and amortization of deferred financing costs;
•reclassification of direct acquisition transaction costs, retention bonuses and inventory fair value adjustments from the period incurred to periods these expenses would have been recognized given the assumed transaction date identified above; and
•the related income tax effects of the aforementioned adjustments to the provision for income taxes for Core & Main.
The following pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the Dana Kepner acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. In addition, the pro forma information does not reflect the cost of any integration activities, benefits from any synergies that may be derived from the Dana Kepner acquisition or revenue growth that may be anticipated.
Nine Months Ended
October 27, 2024
Net sales$5,772 
Net income368 
As a result of integration of the Dana Kepner acquisition with existing operations of the Company it is impracticable to identify the discrete financial performance associated with the Dana Kepner acquisition. As such, the Company has not presented the post-acquisition net sales and net income for the Dana Kepner acquisition.