cnm-20220614

Core & Main Announces Record Fiscal 2022 First Quarter Results

ST. LOUIS, June 14, 2022—Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the first fiscal quarter ended May 1, 2022.

Fiscal 2022 First Quarter Highlights (Compared with Fiscal 2021 First Quarter)

•Net sales increased 52% to $1,598 million

•Gross profit margin increased 200 basis points to 26.3%

•Net income increased to $137 million from $27 million

•Adjusted EBITDA (Non-GAAP) increased 101% to $219 million

•Adjusted EBITDA margin (Non-GAAP) increased 340 basis points to 13.7%

•Net Debt Leverage (Non-GAAP) decreased to 2.2x as of May 1, 2022 compared with 2.5x as of January 30, 2022

•Active in M&A during and subsequent to the quarter, closing on the Dodson Engineered Products, Inc. and Lock City Supply, Inc. acquisitions and signing a definitive agreement to acquire Earthsavers Erosion Control, LLC

•Raising expectation for fiscal 2022 Adjusted EBITDA to be in the range of $710 to $750 million, representing year-over-year growth of 18% to 24%

“We delivered an extraordinary start to fiscal 2022, as we achieved strong growth in both net sales and Adjusted EBITDA,” said Steve LeClair, chief executive officer of Core & Main. "This marks our 25th consecutive quarter of average daily sales growth, with growth in the quarter being driven by strong demand across each of our end markets, higher average selling prices as we passed along rising material costs, execution of our sales initiatives to achieve market share gains, and acquisitions. Inflationary pressures and supply chain challenges persisted through the first quarter, but our execution allowed us to deliver remarkable results. I am proud of our teams across the country who continue to demonstrate resilience in a rapidly evolving environment. Although it is still early in the year, we are encouraged by current demand trends and expect Core & Main to produce another year of record results."

LeClair concluded, "We remained active in M&A during and subsequent to the quarter, highlighting our commitment to drive sustainable growth through acquisitions. We closed on the Dodson Engineered Products, Inc. and Lock City Supply, Inc. acquisitions and signed a definitive agreement to acquire Earthsavers Erosion Control, LLC. Each of these businesses are great examples of what we look for in acquisitions, offering expansion into new geographies, access to new product lines and the addition of key talent. We maintain a large and highly diverse acquisition pipeline, which we will continue to pursue to position ourselves for sustainable growth."

Three Months Ended May 1, 2022

Net sales for the three months ended May 1, 2022 increased $543 million, or 52%, to $1,598 million compared with $1,055 million for the three months ended May 2, 2021. The increase in net sales was primarily attributable to price inflation, representing approximately three-fourths of the net sales increase, and volume growth. The volume increases were driven by strong market growth and share gains resulting from preferred access to products during a period of material shortages, which helped drive growth across all product lines. Net sales growth for pipes, valves & fittings and storm drainage products benefited from end-market growth, acquisitions and price inflation across most product lines. Net sales growth for fire protection products also benefited from end-market growth and price inflation across most product lines. Net sales of meter products grew at a slower pace primarily due to shortages of semi-conductor chips that are components of certain smart meter products.

Gross profit for the three months ended May 1, 2022 increased $164 million, or 64%, to $421 million compared with $257 million for the three months ended May 2, 2021. Gross profit as a percentage of net sales for the three months ended May 1, 2022 was 26.3% compared with 24.3% for the three months ended May 2, 2021, an improvement of 200 basis points. The increase in gross profit as a percentage of net sales was primarily attributable to strategic inventory investments ahead of announced price increases, a favorable pricing environment, the execution of our gross margin initiatives and accretive acquisitions.

Selling, general and administrative (“SG&A”) expenses for the three months ended May 1, 2022 increased $52 million, or 34%, to $206 million compared with $154 million during the three months ended May 2, 2021. The increase was primarily attributable to an increase of $39 million in personnel expenses, which was primarily driven by higher variable compensation costs and headcount from acquisitions, and an increase in distribution costs related to volume and inflation. SG&A expenses as a percentage of net sales was 12.9% for the three months ended May 1, 2022 compared with 14.6% for the three months ended May 2, 2021, an improvement of approximately 170 basis points. The decrease was attributable to our ability to leverage our fixed costs.

Net income for the three months ended May 1, 2022 increased $110 million to $137 million compared with $27 million for the three months ended May 2, 2021. The increase in net income was primarily attributable to higher operating income and lower interest expense, partially offset by an increase in income taxes.

Adjusted EBITDA for the three months ended May 1, 2022 increased $110 million, or 101%, to $219 million compared with $109 million for the three months ended May 2, 2021. Growth in Adjusted EBITDA was primarily attributable to higher net sales, improved gross profit margins, and leveraging our cost structure on the increase in net sales and gross profit. Adjusted EBITDA margin increased 340 basis points to 13.7% from 10.3% in the prior year period.

Capital Structure and Liquidity

Net Debt, calculated as gross consolidated debt net of cash and cash equivalents, as of May 1, 2022 was $1,545 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 2.2x, an improvement of 0.3x from January 30, 2022. The improvement was attributable to an increase in Adjusted EBITDA, partially offset by $57 million of borrowings under our Senior ABL Credit Facility.

As of May 1, 2022, Core & Main had total liquidity of $785 million, consisting of $1 million of cash and cash equivalents and approximately $784 million of excess availability under our Senior ABL Credit Facility, which is net of approximately $9 million of outstanding letters of credit.

Fiscal 2022 Outlook

"We are raising our expectation for fiscal 2022 Adjusted EBITDA to be in the range of $710 to $750 million, which reflects our confidence in the stability of pricing and demand despite the current macroeconomic backdrop. We are confident in the long-term growth prospects of our business, including the undersupply of housing and ongoing demand for non-discretionary municipal repair and replacement activity," LeClair continued. "As we enter our summer selling season, we remain focused on our operating priorities and delivering a best-in-class customer experience."

Conference Call & Webcast Information

Core & Main will host a conference call and webcast on June 14, 2022 at 8:30 a.m. EDT to discuss the Company's financial results. The live webcast will be accessible via the events calendar at ir.coreandmain.com. The conference call also may be accessed by dialing (844) 200-6205 or +1 (929) 526-1599 (international). The passcode for the live call is 525828. To ensure participants are connected for the full call, please dial in at least 10 minutes prior to the start of the call.

An archived version of the webcast will be available immediately following the call. A slide presentation highlighting Core & Main’s results and key performance indicators will also be made available on the Investor Relations section of Core & Main’s website prior to the call.

About Core & Main

Based in St. Louis, Core & Main is a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets nationwide. With approximately 300 locations, the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,100 associates are committed to helping their communities thrive with safe and sustainable infrastructure. Visit coreandmain.com to learn more.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Core & Main’s financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation, declines, volatility and cyclicality in the U.S. residential and non-residential construction markets; slowdowns in municipal infrastructure spending and delays in appropriations of federal funds; price fluctuations in our product costs, particularly with respect to the commodity-based products that we sell; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to obtain product; general business and economic conditions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the impact of seasonality and weather-related impacts, including natural disasters or similar extreme weather events; the fragmented and highly competitive markets in which we compete and consolidation within our industry; our ability to competitively bid for municipal and private contracts; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and region managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated; the availability and cost of freight and energy, such as fuel; the ability of our customers to make payments on credit sales; changes in supplier rebates or other terms of our supplier agreements; our ability to identify and introduce new products and product lines effectively; the spread of, and response to, COVID-19, and the inability to predict the ultimate impact on us; costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements; regulatory change and the costs of compliance with regulation; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; the domestic and international political environment with regard to trade relationships and tariffs, as well as difficulty sourcing products as a result of import constraints; our ability to operate our business consistently through highly dispersed locations across the United States; interruptions in the proper functioning of our information technology systems, including from cybersecurity threats; risks associated with raising capital; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to renew or replace our existing leases on favorable terms or at all; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our substantial indebtedness and the potential that we may incur additional indebtedness; the limitations and restrictions in the agreements governing our indebtedness, the Second Amended and Restated Agreement of Limited Partnership of Holdings and the Tax Receivable Agreements (each as defined in our Quarterly Report on Form 10-Q for the three months ended May 1, 2022); increases in interest rates and the impact of transitioning from LIBOR as the benchmark rate in contracts; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; the significant influence that Clayton, Dubilier & Rice, LLC ("CD&R") has over us and potential conflicts between the interests of CD&R and other stockholders; and risks related to other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Robyn Bradbury

VP, Investor Relations and FP&A

(314) 995-9116

[email protected]

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in millions (except share and per share data), unaudited


	Three Months Ended
	May 1, 2022		May 2, 2021

Net sales	$	1,598	$	1,055
Cost of sales	1,177		798
Gross profit	421		257
Operating expenses:
Selling, general and administrative	206		154
Depreciation and amortization	35		34
Total operating expenses	241		188
Operating income	180		69
Interest expense	13		36

Income before provision for income taxes	167		33
Provision for income taxes	30		6
Net income	137		$	27
Less: net income attributable to non-controlling interests	51
Net income attributable to Core & Main, Inc.	$	86

Earnings per share (1)
Basic	$	0.51
Diluted	$	0.50
Number of shares used in computing EPS (1)
Basic	167,536,662
Diluted	246,145,536

(1)The Company analyzed the calculation of earnings per share for the periods prior to the Reorganization Transactions (as described in Note 1 to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended May 1, 2022) and determined that it resulted in values that would not be meaningful to the users of the condensed consolidated financial statements. Therefore, there is no earnings per share attributable to Core & Main, Inc. for the three months ended May 2, 2021.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in millions (except share and per share data), unaudited


	May 1, 2022		January 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1	$	1
Receivables, net of allowance for credit losses of $7 and $5, respectively	1,113		884
Inventories	1,063		856
Prepaid expenses and other current assets	25		26
Total current assets	2,202		1,767
Property, plant and equipment, net	95		94
Operating lease right-of-use assets	157		152
Intangible assets, net	844		871
Goodwill	1,517		1,515
Other assets	79		35
Total assets	$	4,894	$	4,434

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	15	$	15
Accounts payable	859		608
Accrued compensation and benefits	65		109
Current operating lease liabilities	50		49
Other current liabilities	77		58
Total current liabilities	1,066		839
Long-term debt	1,510		1,456
Non-current operating lease liabilities	107		103
Deferred income taxes	41		35
Payable to related parties pursuant to Tax Receivable Agreements	147		153
Other liabilities	17		17
Total liabilities	2,888		2,603
Commitments and contingencies

Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 167,579,299 and 167,522,403 shares issued and outstanding as of May 1, 2022 and January 30, 2022, respectively	2		2
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 78,307,725 and 78,398,141 shares issued and outstanding as of May 1, 2022 and January 30, 2022, respectively	1		1
Additional paid-in capital	1,214		1,214
Retained earnings	180		92
Accumulated other comprehensive income	39		16
Total stockholders’ equity attributable to Core & Main, Inc.	1,436		1,325
Non-controlling interests	570		506
Total stockholders’ equity	2,006		1,831
Total liabilities and stockholders’ equity	$	4,894	$	4,434

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited


	Three Months Ended
	May 1, 2022		May 2, 2021
Cash Flows From Operating Activities:
Net income	$	137	$	27
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization	36		38
Provision for bad debt	1		—

Equity-based compensation expense	3		1

Other	(3)		—
Changes in assets and liabilities:
(Increase) decrease in receivables	(227)		(159)
(Increase) decrease in inventories	(207)		(125)
(Increase) decrease in other assets	(1)		(2)
Increase (decrease) in accounts payable	251		206
Increase (decrease) in accrued liabilities	(28)		(34)
Increase (decrease) in other liabilities	1		4
Net cash used in operating activities	(37)		(44)
Cash Flows From Investing Activities:
Capital expenditures	(6)		(4)
Acquisitions of businesses, net of cash acquired	(6)		—

Proceeds from the sale of property and equipment	1		—
Net cash used in investing activities	(11)		(4)
Cash Flows From Financing Activities:




Distributions to non-controlling interest holders	(5)		(10)
Borrowings on asset-based revolving credit facility	57		—


Repayments of long-term debt	(4)		(3)



Net cash provided by (used in) financing activities	48		(13)
Increase (decrease) in cash and cash equivalents	—		(61)
Cash and cash equivalents at the beginning of the period	1		381
Cash and cash equivalents at the end of the period	$	1	$	320

Cash paid for interest	$	12	$	50
Cash paid for taxes	28		7

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with GAAP, we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage, which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income or net income attributable to Core & Main, Inc., as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity.

We define EBITDA as net income or net income attributable to Core & Main, Inc., as applicable, adjusted for non-controlling interests, depreciation and amortization, provision for income taxes and interest expense. We define Adjusted EBITDA as EBITDA as further adjusted for certain items management believes are not reflective of the underlying operations of our business, including (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the IPO and subsequent secondary offering and (d) expenses associated with acquisition activities. Net income attributable to Core & Main, Inc. is the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. We define Net Debt Leverage as total consolidated debt (gross of unamortized discounts and debt issuance costs), net of cash and cash equivalents, divided by Adjusted EBITDA for the last twelve months.

We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage to assess the operating results and effectiveness and efficiency of our business, Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated company and evaluate operating performance in a similar manner. We present these non-GAAP financial measures because we believe that investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

• do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on debt;

• do not reflect income tax expenses, the cash requirements to pay taxes or related distributions;

• do not reflect cash requirements to replace in the future any assets being depreciated and amortized; and

• exclude certain transactions or expenses as allowed by the various agreements governing our indebtedness.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage are not alternative measures of financial performance or liquidity under GAAP and therefore should be considered in conjunction with net income, net income attributable to Core & Main, Inc. and other performance measures such as gross profit or net cash provided by or used in operating, investing or financing activities and not as alternatives to such GAAP measures. In evaluating Adjusted EBITDA, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.

No reconciliation of the estimated range for Adjusted EBITDA for fiscal 2022 is included herein because we are unable to quantify certain amounts that would be required to be included in net income attributable to Core & Main, Inc., the most directly comparable GAAP measure, without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses and associated taxes cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP financial results.

The following tables set forth a reconciliation of net income or net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA, as applicable, for the periods presented, as well as a calculation of Adjusted EBITDA margin for the periods presented:


(Amounts in millions, unaudited)	Three Months Ended
	May 1, 2022			May 2, 2021
Net income attributable to Core & Main, Inc.	$	86
Plus: net income attributable to non-controlling interests	51
Net income	137			$	27
Depreciation and amortization (1)	36			35
Provision for income taxes	30			6
Interest expense	13			36
EBITDA	$	216		$	104
Equity-based compensation	3			1
Acquisition expenses (2)	—			2
Offering expenses (3)	—			2
Adjusted EBITDA	$	219		$	109

Adjusted EBITDA Margin:
Net Sales	$	1,598		$	1,055
Adjusted EBITDA / Net Sales	13.7		%	10.3		%


(Amounts in millions, unaudited)	Twelve Months Ended
	May 1, 2022		January 30, 2022
Net income attributable to Core & Main, Inc.	$	225	$	166
Plus: net income attributable to non-controlling interests	110		59
Net income	335		225
Depreciation and amortization (1)	143		142
Provision for income taxes	75		51
Interest expense	75		98
EBITDA	$	628	$	516
Loss on debt modification and extinguishment	51		51
Equity-based compensation	27		25
Acquisition expenses (2)	5		7
Offering expenses (3)	3		5
Adjusted EBITDA	$	714	$	604

(1)Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations.

(2)Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments.

(3)Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations.

The following table sets forth a calculation of Net Debt Leverage for the periods presented:


(Amounts in millions, unaudited)	As Of
	May 1, 2022		January 30, 2022
Senior ABL Credit Facility due July 2026	$	57	$	—
Senior Term Loan due July 2028	1,489		1,493
Total Debt	1,546		1,493
Less: Cash & Cash Equivalents	(1)		(1)
Net Debt	$	1,545	$	1,492
Twelve Months Ended Adjusted EBITDA	714		604
Net Debt Leverage	2.2x		2.5x

Fiscal 2022 First Quarter Results JUNE 14, 2022

© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAUTIONARY STATEMENTS 2 Cautionary Note Regarding Forward-Looking Statements This presentation and accompanying discussion may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, all statements other than statements of historical facts contained in our accompanying Quarterly Report on Form 10-Q, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures and debt service obligations, and the anticipated impact of the novel coronavirus, or COVID-19, on our business, are forward-looking statements. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines, volatility and cyclicality in the U.S. residential and non-residential construction markets; slowdowns in municipal infrastructure spending and delays in appropriations of federal funds; price fluctuations in our product costs, particularly with respect to the commodity-based products that we sell; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to obtain product; general business and economic conditions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the impact of seasonality and weather-related impacts, including natural disasters or similar extreme weather events; the fragmented and highly competitive markets in which we compete and consolidation within our industry; our ability to competitively bid for municipal and private contracts; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and region managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated; the availability and cost of freight and energy, such as fuel; the ability of our customers to make payments on credit sales; changes in supplier rebates or other terms of our supplier agreements; our ability to identify and introduce new products and product lines effectively; the spread of, and response to, COVID-19, and the inability to predict the ultimate impact on us; costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements; regulatory change and the costs of compliance with regulation; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; the domestic and international political environment with regard to trade relationships and tariffs, as well as difficulty sourcing products as a result of import constraints; our ability to operate our business consistently through highly dispersed locations across the United States; interruptions in the proper functioning of our information technology systems, including from cybersecurity threats; risks associated with raising capital; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to renew or replace our existing leases on favorable terms or at all; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our substantial indebtedness and the potential that we may incur additional indebtedness; the limitations and restrictions in the agreements governing our indebtedness, the Second Amended and Restated Agreement of Limited Partnership of Holdings and the Tax Receivable Agreements (as defined in our Quarterly Report on Form 10-Q); increases in interest rates and the impact of transitioning from LIBOR (as defined in our Quarterly Report on Form 10-Q) as the benchmark rate in contracts; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; the significant influence that CD&R (each as defined in our Quarterly Report on Form 10-Q) has over us and potential conflicts between the interests of CD&R and other stockholders; and risks related to other factors described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022. These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, which speak only as of the date of this presentation. Use of Non-GAAP Financial Measures In addition to providing results that are determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Net Debt Leverage, all of which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income or net income attributable to Core & Main, Inc., as applicable, cash provided by or used in operating, investing or financing activities, or other financial statement data presented in the financial statements as an indicator of our financial performance or liquidity. We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Net Debt Leverage to assess the operating results and effectiveness and efficiency of our business. We present these non-GAAP financial measures because we believe investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Reconciliations of such non-GAAP measures to the most directly comparable GAAP measure and calculations of the non-GAAP measures are set forth in the appendix of this presentation. No reconciliation of the estimated range for Adjusted EBITDA for fiscal 2022 is included herein because we are unable to quantify certain amounts that would be required to be included in net income or net income attributable to Core & Main, Inc., as applicable, the most directly comparable GAAP measure, without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses and other one-time charges cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP results. Presentation of Financial Information The accompanying financial information presents the results of operations, financial position and cash flows of Core & Main, Inc. (“Core & Main” or the “Company”) and its subsidiaries, which includes the consolidated financial information of Holdings and its consolidated subsidiary, Core & Main LP, as the legal entity that conducts the operations of the Company. Core & Main is the primary beneficiary and general partner of Holdings and has decision making authority that significantly affects the economic performance of the entity. 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 Interests (as defined in our Quarterly Report on Form 10-Q) held by the Continuing Limited Partners (as defined in our Quarterly Report on Form 10-Q) in Holdings. The Company’s fiscal year is a 52 or 53 week period ending on the Sunday nearest to January 31st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Both the three months ended May 1, 2022 and three months ended May 2, 2021 included 13 weeks.

© Core & Main All Rights Reserved. Confidential and Proprietary Information. TODAY’S PRESENTERS 3 000 Steve LeClair Chief Executive Officer Mark Witkowski Chief Financial Officer Robyn Bradbury VP, Investor Relations and FP&A

© Core & Main All Rights Reserved. Confidential and Proprietary Information. Q1 2022 BUSINESS UPDATE 5 ✓ Strong net sales and Adjusted EBITDA growth ✓ Healthy demand across each of our end markets ✓ Focused execution as supply chain challenges continued ✓ Remained active in M&A during and subsequent to the quarter – Closed on the Dodson Engineered Products, Inc. and Lock City Supply, Inc. acquisitions – Signed a definitive agreement to acquire Earthsavers Erosion Control, LLC. ✓ Focused on attracting, engaging and retaining top-talent in a tight labor market ✓ Resilient business model and a leadership team with a track-record of navigating various economic cycles

© Core & Main All Rights Reserved. Confidential and Proprietary Information. GROWTH INITIATIVES 6 Sales Initiatives Margin Initiatives Private Label Pricing Analytics Innovation & Technology Category Management Optimization Greenfield Expansion Strategic Accounts Geosynthetics & Erosion Control Smart Metering Treatment Plant Fusible HDPE Solutions Storm Drainage Fire Protection

© Core & Main All Rights Reserved. Confidential and Proprietary Information. 7 TARGETING GROWTH IN UNDERPENETRATED PRODUCT CATEGORIES – GEOSYNTHETICS & EROSION CONTROL ~$5B Core & Main (1%) Remaining Market (99%) Organic Growth Opportunity Inorganic Growth Opportunity Geosynthetics & Erosion Control Addressable Market GEOGRID GEOTEXTILE FABRIC NATURAL FIBER WATTLE ✓ Highly fragmented market with significant bolt-on opportunity ✓ Successful acquisition and integration of Erosion Resources Supply and L&M Bag and Supply developed a platform for growth ✓ Recently announced acquisition of Earthsavers Erosion Control confirms our ability to consolidate the market ✓ Large pipeline of high-priority targets ✓ Increase product offerings to existing customers ✓ Substantial pull-through opportunity to existing branch network ✓ Capitalize on our access to highly specified products ✓ Employ acquired talent and expertise, trainings, and incentives to drive cross-selling with existing customers ✓ Leverage sourcing and consolidated buying to enhance margin profile of select product categories SEDIMENT BAG FLOATING TURBIDITY BARRIER (1) (1) Based on management estimates and independent 3rd party research.

© Core & Main All Rights Reserved. Confidential and Proprietary Information. $1,055 $1,598 Q1'21 Q1'22 $109 $219 Q1'21 Q1'22 $257 $421 Q1'21 Q1'22 Q1 2022 OPERATING RESULTS 9 Net Sales Gross Profit Adjusted Net Income(1) Adjusted EBITDA(1) (1) Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. +52% ($ in Millions) ($ in Millions) ($ in Millions)($ in Millions) % Margin(1) 10.3% 13.7%+340 bps % Margin 24.3% 26.3%+200 bps +101% +64% $27 $127 Q1'21 Q1'22 +370%

© Core & Main All Rights Reserved. Confidential and Proprietary Information. CASH FLOW & BALANCE SHEET HIGHLIGHTS 10 Operating Cash Flow Net Debt Leverage(5) ($ in Millions) Q1’21 Q1’22 Y-o-Y $ Adjusted EBITDA $109 $219 $110 Investment in Operating Capital(1) (78) (183) (105) Cash Interest (50) (12) 38 Cash Taxes(2) (7) (28) (21) Other(3) (18) (33) (15) Operating Cash Flow(4) ($44) ($37) $7 Net Sales Growth 25% 52% (1) Represents the sum of receivables, net of allowances for credit losses, and inventories less accounts payable, each as of quarter-end. (2) Represents operating cash taxes paid to the IRS and other state & local taxing authorities. Does not include the portion of our tax obligation distributed to non-controlling interest holders as a financing cash outflow. (3) Represents operating cash flow generated from other operating assets and liabilities. (4) Represents the cash flows provided by (used in) operating activities as presented in our condensed consolidated statement of cash flows in our Quarterly Report on Form 10-Q. (5) Net Debt Leverage represents gross consolidated debt net of cash & cash equivalents divided by Adjusted EBITDA for the last twelve months, which is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. 5.2x 3.3x 2.8x 2.5x 2.2x Q1'21 Q2'21 Q3'21 Q4'21 Q1'22

© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2022 OUTLOOK 11 Core & Main is strategically positioned for continued growth ▪ Demand expected to remain healthy despite macroeconomic backdrop ▪ Sustained pricing benefits, end market demand, above-market growth initiatives and acquisitions expected to drive high-teens net sales growth for fiscal 2022 ▪ Continued M&A activity with growing pipeline ▪ Raising fiscal 2022 Adjusted EBITDA outlook to be in the range of $710 - $750 million ▪ Operating cash flow as a percent of Adjusted EBITDA expected to be 65% to 80% ▪ Well-positioned to continue investing in growth opportunities

© Core & Main All Rights Reserved. Confidential and Proprietary Information. TRACK RECORD OF ACQUISITIONS 15 Organic Growth Why We Succeed Acquisition Focus Acquirer of Choice ✓ Respected reputation in the industry ✓ Entrepreneurial culture ✓ Investment in our people ✓ Consolidate existing market positions ✓ Expand geographic footprint ✓ Product line expansion ✓ Expansion of presence in underpenetrated product categories ✓ Key talent and capability enhancement ✓ Dedicated & highly experienced M&A team ✓ Robust target pipeline ✓ Significant synergy opportunities ✓ Diligence execution and integration 2017 20222020 20212018 2019

© Core & Main All Rights Reserved. Confidential and Proprietary Information. May 1, 2022 May 2, 2021 May 1, 2022 Jan. 30, 2022 Oct. 31, 2021 Aug. 1, 2021 May 2, 2021 Net income attributable to Core & Main, Inc. $86 $225 $166 $118 $76 Plus: net income (loss) attributable to non-controlling interests 51 110 59 28 (17) Net income 137 $27 335 225 146 59 $67 Depreciation and amortization (1) 36 35 143 142 142 140 142 Provision for income taxes 30 6 75 51 31 13 16 Interest expense 13 36 75 98 120 144 142 EBITDA $216 $104 $628 $516 $439 $356 $367 Loss on debt modification & extinguishment - - 51 51 51 50 - Equity-based compensation 3 1 27 25 23 22 4 Acquisition expenses (2) - 2 5 7 8 7 9 Offering expenses (3) - 2 3 5 3 3 2 Adjusted EBITDA $219 $109 $714 $604 $524 $438 $382 Adjusted EBITDA Margin: Net Sales $1,598 $1,055 $5,547 $5,004 $4,589 $4,197 $3,855 Adjusted EBITDA / Net Sales 13.7% 10.3% 12.9% 12.1% 11.4% 10.4% 9.9% Three Months Ended Twelve Months Ended RECONCILIATION OF NON-GAAP MEASURES 16 Adjusted EBITDA & Adjusted EBITDA Margin ($ in Millions) (1) Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations. (2) Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments. (3) Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations.

© Core & Main All Rights Reserved. Confidential and Proprietary Information. (1) Core & Main, Inc. is subject to U.S. federal, state and other income taxes with respect to its allocable share of any net taxable income of Core & Main Holdings, LP. The adjustment to the provision for income tax reflects the effective tax rates assuming Core & Main, Inc. owns 100% of Core & Main Holdings, LP. (2) Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments. (3) Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations. (4) Reflects the application of the annual effective tax rate after giving effect to the full exchange and elimination of the above adjustments. The effective tax rate for adjusted net income was 25.5% for the three months ended May 1, 2022 and 30.2% for the three months ended May 2, 2021. RECONCILIATION OF NON-GAAP MEASURES 17 Adjusted Net Income ($ in Millions) May 1, 2022 May 2, 2021 Net income attributable to Core & Main, Inc. $86 Plus: net income attributable to non-controlling interests 51 Net income $137 $27 Pro forma income tax provision adjustment (1) (13) (4) Tax-effected net income $124 $23 Equity-based compensation 3 1 Acquisition expenses (2) - 2 Offering expenses (3) - 2 Tax adjustment (4) - (1) Adjusted net income $127 $27 Three Months Ended

© Core & Main All Rights Reserved. Confidential and Proprietary Information. May 1, 2022 Jan. 30, 2022 Oct. 31, 2021 Aug. 1, 2021 May 2, 2021 Senior Term Loan due August 2024 $ - $ - $ - $ - $1,258 Senior Notes due September 2024 - - - - 300 Senior Notes due August 2025 - - - - 750 Senior ABL Credit Facility due July 2026 57 - - - - Senior Term Loan due July 2028 1,489 1,493 1,496 1,500 - Total debt 1,546 1,493 1,496 1,500 2,308 Less: cash & cash equivalents (1) (1) (5) (67) (320) Net debt $1,545 $1,492 $1,491 $1,433 $1,988 Twelve months ended Adjusted EBITDA $714 $604 $524 $438 $382 Net debt leverage 2.2x 2.5x 2.8x 3.3x 5.2x As of RECONCILIATION OF NON-GAAP MEASURES 18 ($ in Millions) Net Debt Leverage


Delaware	001-40650	86-3149194
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1830 Craig Park Court
St. Louis, Missouri						63146
(Address of principal executive offices)						(Zip Code)


Exhibit No.						Description
99.1						Earnings release dated June 14, 2022 - Core & Main Announces Record Fiscal 2022 First Quarter Results**
99.2						Investor presentation dated June 14, 2022**
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)*


			Core & Main, Inc.

			By:			/s/ Stephen O. LeClair
			Name:			Stephen O. LeClair
			Title:			Chief Executive Officer