Core & Main, Inc.CNM

Core & Main, Inc. Goodwill & Intangibles Disclosure

10-KFiled Mar 25, 20252 min read
GOODWILL AND INTANGIBLE ASSETS
Goodwill
The carrying amount of the Company’s goodwill included in its Balance Sheets is as follows:
February 2, 2025January 28, 2024
Gross Goodwill$1,898 $1,561 
Accumulated Impairment— — 
Net Goodwill$1,898 $1,561 
The changes in the carrying amount of goodwill are as follows:
Fiscal Years Ended
February 2, 2025January 28, 2024
Beginning Balance$1,561 $1,535 
Goodwill acquired during the year336 25 
Goodwill adjusted during the year
1 1 
Ending balance$1,898 $1,561 
Goodwill acquired during fiscal 2024 and fiscal 2023 was related to the Fiscal 2024 Acquisitions and Fiscal 2023 Acquisitions, respectively, as further discussed in Note 4.
During the fiscal 2024, fiscal 2023 and fiscal 2022 annual goodwill impairment assessment, the Company performed a qualitative assessment. The qualitative assessment included evaluating economic, industry, regulatory and company specific factors that could impact the reporting unit fair value. These factors included historical and projected financial metrics (including net sales, operating cash flow and discount rate trends), public equity market trends and evaluation of the markets the Company serves. Based on the assessment it was determined that it is not “more likely than not” that the fair value of its reporting unit is less than the carrying value of its reporting unit in fiscal 2024, fiscal 2023 and fiscal 2022. Therefore, no further assessment was necessary. There was no goodwill impairment during fiscal 2024, fiscal 2023 or fiscal 2022.
The Company’s analyses were based in part on the expectation of future market conditions, future net sales and operating cash flow growth and discount rates that would be used by market participants in an arms-length transaction. Should actual performance or expectations of long-term assumptions be lower than presently expected, the Company’s goodwill could be impaired.
Intangible Assets
The Company’s intangible assets included in its Balance Sheets consist of the following:
February 2, 2025January 28, 2024
Gross IntangibleAccumulated AmortizationNet IntangibleGross IntangibleAccumulated AmortizationNet Intangible
Customer relationships$1,775 $868 $907 $1,496 $718 $778 
Internal use software
23 — 23 4 — 4 
Other intangible assets10 5 5 6 4 2 
Total$1,808 $873 $935 $1,506 $722 $784 
Amortization expense related to intangible assets was as follows:
Fiscal Years Ended
February 2, 2025January 28, 2024January 29, 2023
Amortization expense$151 $122 $120 
There were no intangible asset impairments during fiscal 2024, fiscal 2023 or fiscal 2022.
The estimated aggregate amortization expense on intangible assets owned by the Company as of February 2, 2025 was expected to be as follows:
Fiscal 2025
$148 
Fiscal 2026
138 
Fiscal 2027
129 
Fiscal 2028
120 
Fiscal 2029
106 
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About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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