cnm-20230328
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
___________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2023

___________________________

Core & Main, Inc.
(Exact name of registrant as specified in its charter)
___________________________
Delaware001-4065086-3149194
(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)

(314) 432-4700
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ClassTrading SymbolName of Each Exchange
on Which Registered
Class A common stock, par value $0.01 per shareCNMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Conditions.

On March 28, 2023, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal fourth quarter and the fiscal year ended January 29, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

On March 28, 2023, Core & Main posted to the “Investor Relations” section of its website the presentation that accompanied the earnings conference call. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information provided pursuant to this Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 is being “furnished” herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Core & Main under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in any such filings.



Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.Description
99.1
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith.
** Furnished herewith.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core & Main, Inc.
By:/s/ Stephen O. LeClair
Name:Stephen O. LeClair
Title:Chief Executive Officer

Date: March 28, 2023






Core & Main Announces Fiscal 2022 Fourth Quarter and Record Full-Year Results

ST. LOUIS, March 28, 2023—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced financial results for the fourth quarter and fiscal year ended January 29, 2023.

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

Net sales increased 10.3% to $1,374 million
Gross profit margin increased 90 basis points to 27.1%
Net income increased 6.3% to $84 million
Adjusted EBITDA (Non-GAAP) increased 8.6% to $164 million
Net cash provided by operating activities increased $272 million to $307 million
Fiscal Year 2022 Highlights (Compared with Fiscal 2021)
Net sales increased 32.9% to $6,651 million
Gross profit margin increased 140 basis points to 27.0%
Net income increased 158.2% to $581 million
Adjusted EBITDA (Non-GAAP) increased 54.8% to $935 million
Adjusted EBITDA margin (Non-GAAP) increased 200 basis points to 14.1%
Net cash provided by operating activities increased $432 million to $401 million
Closed 8 acquisitions during and subsequent to the year with approximately $175 million of historical annualized net sales
Opened 3 new locations, building on our commitment to make our products and expertise more accessible nationwide
"Fiscal 2022 was an impressive year for Core & Main," said Steve LeClair, chief executive officer of Core & Main.

"We achieved a record $6.7 billion of net sales. Our ability to grow the business over the last several years is a testament to the investments we have made, our ability to execute with agility and our associates' relentless focus on our customers. Our teams executed at a high level to deliver these record results while improving our operating capabilities and solidifying our platform for growth in the years to come. We welcomed eight new companies to Core & Main during and subsequent to the year with approximately $175 million of historical annualized net sales. Our acquisitions are a key source of new talent and expertise, and they continue to enhance our competitive position as we grow."

"I would like to thank all of our associates, as well as our supplier partners, for their hard work and dedication to serving our customers and communities. Our fiscal 2022 performance builds on the journey we've taken to transform our business and create a stronger platform for long-term growth. Looking forward, we expect to continue generating strong cash flow and our capital allocation strategy remains focused on investing in both organic and inorganic growth opportunities, while returning capital to shareholders. We have significant financial flexibility and liquidity, a proven growth strategy and the platform to capitalize on secular growth trends to deliver value to our stakeholders over the long term."

















Three Months Ended January 29, 2023

Net sales for the three months ended January 29, 2023 increased $128 million, or 10.3%, to $1,374 million compared with $1,246 million for the three months ended January 30, 2022. The increase in net sales was primarily attributable to higher selling prices and acquisitions, partially offset by a mid single-digit volume decline. Net sales growth for pipes, valves & fittings, storm drainage products and fire protection products benefited from higher selling prices and acquisitions. Net sales of meter products benefited from higher volumes due to an increasing adoption of smart meter technology by municipalities and an improving supply chain.

Gross profit for the three months ended January 29, 2023 increased $46 million, or 14.1%, to $373 million compared with $327 million for the three months ended January 30, 2022. The increase in net sales contributed an additional $34 million of gross profit and the increase in gross profit as a percentage of net sales contributed $12 million. Gross profit as a percentage of net sales for the three months ended January 29, 2023 was 27.1% compared with 26.2% for the three months ended January 30, 2022. The overall increase in gross profit as a percentage of net sales was primarily attributable to strategic inventory investments ahead of announced price increases, favorable product mix, the execution of our gross margin initiatives and accretive acquisitions.

Selling, general and administrative (“SG&A”) expenses for the three months ended January 29, 2023 increased $30 million, or 16.4%, to $213 million compared with $183 million during the three months ended January 30, 2022. The increase was primarily attributable to an increase of $20 million in personnel expenses, which was driven by higher variable compensation costs and headcount. In addition, distribution and facility costs increased due to inflation and acquisitions. SG&A expenses as a percentage of net sales was 15.5% for the three months ended January 29, 2023 compared with 14.7% for the three months ended January 30, 2022.

Net income for the three months ended January 29, 2023 increased $5 million, or 6.3%, to $84 million compared with $79 million for the three months ended January 30, 2022. The increase in net income was primarily attributable to higher operating income, partially offset by higher interest expense and provision for income taxes.

Adjusted EBITDA for the three months ended January 29, 2023 increased $13 million, or 8.6%, to $164 million compared with $151 million for the three months ended January 30, 2022. Growth in Adjusted EBITDA was primarily attributable to higher net sales and improved gross profit margins. Adjusted EBITDA margin decreased 20 basis points to 11.9% from 12.1% in the prior year period.

Fiscal Year Ended January 29, 2023

Net sales for fiscal 2022 increased $1,647 million, or 32.9%, to $6,651 million compared with $5,004 million for fiscal 2021. The increase in net sales was primarily attributable to higher selling prices, volume growth and acquisitions, with higher selling prices representing approximately three-fourths of the net sales increase. The volume increases were driven by market volume growth and share gains in part due to preferred access to products during a period of material shortages, which helped drive growth across all product lines, and the execution of our sales initiatives. Net sales growth for pipes, valves & fittings and storm drainage products benefited from higher selling prices, end-market growth and acquisitions. Net sales growth for fire protection products also benefited from higher selling prices, share gains and end-market growth. Net sales of meter products benefited from higher volumes due to an increasing adoption of smart meter technology by municipalities and an improving supply chain.

Gross profit for fiscal 2022 increased $515 million, or 40.2%, to $1,795 million compared with $1,280 million for fiscal 2021. The increase in net sales contributed an additional $422 million of gross profit and the increase in gross profit as a percentage of net sales contributed $93 million. Gross profit as a percentage of net sales for fiscal 2022 was 27.0% compared with 25.6% for fiscal 2021. The overall 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.










SG&A expenses for fiscal 2022 increased $163 million, or 22.7%, to $880 million compared with $717 million during fiscal 2021. The increase was primarily attributable to an increase of $127 million in personnel expenses, which was primarily driven by higher variable compensation costs and increased headcount. In addition, distribution and facility costs increased due to volume, inflation and acquisitions. These factors were partially offset by a $14 million decrease related to equity-based compensation expense due to accounting for a modification to equity awards in the prior year period. SG&A expenses as a percentage of net sales was 13.2% for fiscal 2022 compared with 14.3% for fiscal 2021. The decrease was attributable to our ability to leverage our fixed costs and lower equity-based compensation expense during fiscal 2022.

Net income for fiscal 2022 increased $356 million, or 158.2%, to $581 million compared with $225 million for fiscal 2021. The increase in net income was primarily attributable to higher operating income, the $51 million loss on debt modification and extinguishment and equity award modification expense, both of which occurred in fiscal 2021, and lower interest expense, partially offset by increased income taxes.

Adjusted EBITDA for fiscal 2022 increased $331 million, or 54.8%, to $935 million compared with $604 million for fiscal 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. Adjusted EBITDA margin increased 200 basis points to 14.1% from 12.1% in the prior year period.

Liquidity and Capital Resources

Net cash provided by operating activities for fiscal 2022 was $401 million compared with an outflow of $31 million for fiscal 2021. The improvement in operating cash flow was primarily driven by higher operating income, a smaller investment in working capital and lower interest payments due to the redemption of the Senior 2024 Notes and Senior 2025 Notes completed on July 27, 2021. These factors were partially offset by a $92 million increase in tax payments due to higher income before provision for income taxes.

Net debt, calculated as gross consolidated debt net of cash and cash equivalents, as of January 29, 2023 was $1,301 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 1.4x, an improvement of 1.1x from January 30, 2022. The improvement was attributable to an increase in Adjusted EBITDA and higher cash and cash equivalents.

As of January 29, 2023, Core & Main had cash and cash equivalents totaling $177 million and no outstanding borrowings on the Senior ABL Credit Facility, which provides for borrowings up to $1,250 million, subject to borrowing base availability. As of January 29, 2023, after giving effect to approximately $12 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main would have been able to borrow approximately $1,238 million under the Senior ABL Credit Facility.

Fiscal 2023 Outlook
Net sales of $6,455 to $6,875 million
Adjusted EBITDA of $785 to $865 million
Adjusted EBITDA margin of 12.2% to 12.6%
Effective income tax rate of 18% to 20%
"We are confident that we are well positioned to capitalize on municipal infrastructure tailwinds, particularly as water utilities begin to accelerate repair and replacement work supported by the federal infrastructure bill," LeClair said. "We expect to continue driving above market growth and gaining market share through our product, customer and geographic expansion initiatives. We expect net sales to range from $6,455 to $6,875 million for fiscal 2023, and we expect gross margin to normalize without the benefit we saw in 2021 and 2022 due to our strategic inventory investments and preferred access to products. Accordingly, we expect Adjusted EBITDA to be in the range of $785 to $865 million, providing a new foundation for further EBITDA margin improvement over the long term."










Conference Call & Webcast Information

Core & Main will host a conference call and webcast on March 28, 2023 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 may also be accessed by dialing (833) 470-1428 or +1 (404) 975-4839 (international). The passcode for the live call is 858523. 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 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 leader in advancing reliable infrastructure with local service, nationwide®. As a leading specialized distributor with a focus on water, wastewater, storm drainage and fire protection products, and related services, Core & Main provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets, nationwide. With approximately 320 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,500 associates are committed to helping their communities thrive with safe and reliable 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; our ability to competitively bid for municipal contracts; price fluctuations in our product costs; our ability to manage our inventory effectively, including during periods of supply chain disruptions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the fragmented and highly competitive markets in which we compete and consolidation within our industry; 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; 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, public health crises, 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; changes in stakeholder expectations in respect of ESG and sustainability practices; 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; interruptions in the proper functioning of our and our third-party service providers' information technology systems, including from cybersecurity threats; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our 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 Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (each as defined in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023); increases in interest rates and the impact of transitioning away from the London Interbank Offered Rate ("LIBOR"), generally to the Secured Overnight Financing Rate, 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 29, 2023.

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:
Investor Relations:
Robyn Bradbury, 314-995-9116
[email protected]








































CORE & MAIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions (except share and per share data)
Three Months EndedFiscal Years Ended
January 29, 2023January 30, 2022January 29, 2023January 30, 2022
Net sales$1,374 $1,246 $6,651 $5,004 
Cost of sales1,001 919 4,856 3,724 
Gross profit373 327 1,795 1,280 
Operating expenses:
Selling, general and administrative213 183 880 717 
Depreciation and amortization36 35 140 138 
Total operating expenses249 218 1,020 855 
Operating income124 109 775 425 
Interest expense20 13 66 98 
Loss on debt modification and extinguishment— — — 51 
Income before provision for income taxes104 96 709 276 
Provision for income taxes20 17 128 51 
Net income84 79 581 225 
Less: net income attributable to non-controlling interests (1)
30 31 215 59 
Net income attributable to Core & Main, Inc. (1)
$54 $48 $366 $166 
Earnings per share (2)
Basic$0.31 $0.29 $2.16 $0.57 
Diluted$0.31 $0.28 $2.13 $0.55 
Number of shares used in computing EPS (2)
Basic172,483,768 161,768,901 169,482,199 159,188,391 
Diluted246,275,118 245,775,819 246,217,004 244,451,678 

(1) For the fiscal year ended January 30, 2022, the net income attributable to Core & Main, Inc. includes net income prior to the Reorganization Transactions (as defined in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023) of $74 million and net income subsequent to the Reorganization Transactions of $92 million. Refer to the Statements of Changes in Stockholders’ Equity/Partners’ Capital for a summary of net income attributable to Core & Main, Inc. subsequent to the Reorganization Transactions. See Note 1 for a description of the Basis of Presentation of the consolidated financial statements.

(2) For the fiscal year ended January 30, 2022, represents basic and diluted earnings per share of Class A common stock and weighted average shares of Class A common stock outstanding for the period from July 23, 2021 through January 30, 2022, which is the period following the Reorganization Transactions described in Note 1. The Company analyzed the calculation of earnings per share for the periods prior to the Reorganization Transactions and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements. Therefore, there is no earnings per share attributable to Core & Main, Inc. for the periods prior to the Reorganization Transactions on July 22, 2021.





















CORE & MAIN, INC.
CONSOLIDATED BALANCE SHEETS
Amounts in millions (except share and per share data)
January 29, 2023January 30, 2022
ASSETS
Current assets:
Cash and cash equivalents$177 $
Receivables, net of allowance for credit losses of $9 and $5955 884 
Inventories1,047 856 
Prepaid expenses and other current assets32 26 
Total current assets2,211 1,767 
Property, plant and equipment, net105 94 
Operating lease right-of-use assets175 152 
Intangible assets, net795 871 
Goodwill1,535 1,515 
Other assets88 35 
Total assets$4,909 $4,434 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt$15 $15 
Accounts payable479 608 
Accrued compensation and benefits123 109 
Current operating lease liabilities54 49 
Other current liabilities55 58 
Total current liabilities726 839 
Long-term debt1,444 1,456 
Non-current operating lease liabilities121 103 
Deferred income taxes35 
Payable to related parties pursuant to Tax Receivable Agreements180 153 
Other liabilities19 17 
Total liabilities2,499 2,603 
Commitments and contingencies
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
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
Additional paid-in capital1,241 1,214 
Retained earnings458 92 
Accumulated other comprehensive income45 16 
Total stockholders’ equity attributable to Core & Main, Inc.1,747 1,325 
Non-controlling interests663 506 
Total stockholders’ equity2,410 1,831 
Total liabilities and stockholders’ equity$4,909 $4,434 







CORE & MAIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions
Fiscal Years Ended
January 29, 2023January 30, 2022
Cash Flows From Operating Activities:
Net income$581 $225 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization148 150 
Equity-based compensation expense11 25 
Loss on debt modification and extinguishment — 49 
Other— (14)
Changes in assets and liabilities:
(Increase) decrease in receivables(51)(312)
(Increase) decrease in inventories(149)(440)
(Increase) decrease in other assets(4)(7)
Increase (decrease) in accounts payable(140)274 
Increase (decrease) in accrued liabilities24 
Increase (decrease) in other liabilities— (5)
Net cash provided by (used in) operating activities401 (31)
Cash Flows From Investing Activities:
Capital expenditures(25)(20)
Acquisitions of businesses, net of cash acquired(128)(179)
Settlement of interest rate swap— (5)
Proceeds from the sale of property and equipment
Net cash used in investing activities(152)(203)
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— 
Distributions to non-controlling interest holders(57)(52)
Borrowings on asset-based revolving credit facility244 18 
Repayments on asset-based revolving credit facility(244)(18)
Issuance of long-term debt— 1,500 
Repayments of long-term debt(15)(2,319)
Payment of debt redemption premiums— (18)
Debt issuance costs(2)(13)
Net cash (used in) provided by financing activities(73)(146)
Increase (decrease) in cash and cash equivalents176 (380)
Cash and cash equivalents at the beginning of the period381 
Cash and cash equivalents at the end of the period$177 $
Cash paid for interest (excluding effects of interest rate swap)$74 $126 
Cash paid for income taxes147 55 



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 offerings 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 2023 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 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 table sets forth a reconciliation of net income or net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA for the periods presented, as well as a calculation of Adjusted EBITDA margin for the periods presented:

(Amounts in millions)Three Months EndedFiscal Years Ended
January 29, 2023January 30, 2022January 29, 2023January 30, 2022
Net income attributable to Core & Main, Inc.$54$48$366$166
Plus: net income attributable to non-controlling interests303121559
Net income8479581225
Depreciation and amortization (1)
3636143142
Provision for income taxes201712851
Interest expense20136698
EBITDA$160$145$918$516
Loss on debt modification and extinguishment51
Equity-based compensation231125
Acquisition expenses (2)
2157
Offering expenses (3)
215
Adjusted EBITDA$164$151$935$604
Adjusted EBITDA Margin:
Net Sales$1,374$1,246$6,651$5,004
Adjusted EBITDA / Net Sales11.9%12.1%14.1%12.1%

(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 subsequent secondary offerings 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)Fiscal Years Ended
January 29, 2023January 30, 2022
Senior ABL Credit Facility due July 2026$— $— 
Senior Term Loan due July 20281,478 1,493 
Total Debt$1,478 $1,493 
Less: Cash & Cash Equivalents(177)(1)
Net Debt$1,301 $1,492 
Twelve Months Ended Adjusted EBITDA935 604 
Net Debt Leverage1.4x2.5x

Fiscal 2022 Fourth Quarter and Full-Year Results MARCH 28, 2023


 
© 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 Annual Report on Form 10-K for the fiscal year ended January 29, 2023, 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 29, 2023 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, 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; our ability to competitively bid for municipal contracts; price fluctuations in our product costs; our ability to manage our inventory effectively, including during periods of supply chain disruptions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the fragmented and highly competitive markets in which we compete and consolidation within our industry; 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; 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 public health crises 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; changes in stakeholder expectations in respect of ESG and sustainability practices; 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; interruptions in the proper functioning of our and our third-party service providers’ information technology systems, including from cybersecurity threats; risks associated with exporting our products internationally; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our 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 Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (as defined in our Annual Report on Form 10-K); 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 (as defined in our Annual Report on Form 10-K) 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. 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 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 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 2023 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 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 Annual Report on Form 10-K) held by the Continuing Limited Partners (as defined in our Annual Report on Form 10-K) 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. Each of the three months ended January 29, 2023 and January 30, 2022 included 13 weeks, and each of the fiscal years ended January 29, 2023, January 30, 2022, January 31, 2021 and February 2, 2020 included 52 weeks. The fiscal year ended February 3, 2019 included 53 weeks.


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


 
Business Update STEVE LECLAIR


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. (1) As of the fiscal year ended January 29, 2023 and based on management estimates. (2) Includes 7 acquisitions during fiscal 2022 and 1 acquisition subsequent to January 29, 2023. FY22 YEAR-IN-REVIEW Delivered Record Financial Results Opened 3 New Locations Strong Execution Across Organic Growth Initiatives Market Share(1) Market Mix(1) Product Mix(1) New Construction vs. Repair & Replace(1) ~50% New Construction ~50% Repair & Replace ~$40B(1) 17% Core & Main 83% Remaining Market 39% Non-Residential39% Municipal 22% Residential 14% Storm Drainage 68% Pipe, Valves & Fittings 11% Fire Protection 7% Meters 5 Solidified Platform For Growth & Value Creation Closed 8 Acquisitions(2) Strong Margin Execution $6.7B Net Sales (+33% vs. FY21) $935M Adjusted EBITDA (+55% vs. FY21)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $3,202 $3,389 $3,642 $5,004 $6,651 FY18 FY19 FY20 FY21 FY22 6 TRACK RECORD OF STRONG PERFORMANCE Net Sales Gross Profit Adjusted EBITDA(1) Net Debt Leverage(1)(2) +20% CAGR (FY18 – FY22) +490 Basis Points (FY18 – FY22) +38% CAGR (FY18 – FY22) +600 Basis Points (FY18 – FY22) 4.5x Net Debt Leverage Reduction (FY18 – FY22) ($ in Millions) $708 $789 $878 $1,280 $1,795 22.1% 23.3% 24.1% 25.6% 27.0% FY18 FY19 FY20 FY21 FY22 5.9x 6.4x 5.6x 2.5x 1.4x FY18 FY19 FY20 FY21 FY22 $260 $298 $342 $604 $935 8.1% 8.8% 9.4% 12.1% 14.1% FY18 FY19 FY20 FY21 FY22 (1) Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. (2) 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. % Margin % Margin(1)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. OUR VALUE CREATION TARGETS 7 Market Growth Above Market Growth Acquisitions Operating Leverage Operating Cash Flow +200 – 300 bps +200 – 500 bps 1.3x – 1.5x 55% – 65% Adj. EBITDA Conversion Low to Mid Single-Digit ▪ Attract and develop new sales talent ▪ Expand into new and underpenetrated geographies ▪ Expand into new and underrepresented product categories ▪ Accelerate new product adoption ▪ Increase share with strategic accounts ▪ Disciplined pursuit of active target pipeline to fill existing geographies and product lines ▪ Leverage M&A platform to access adjacent markets, new technologies and product innovations ▪ Enhance key talent and operational capabilities ▪ Drive immediate synergistic value from M&A with a focus on people, process & strategy ▪ Expand private label offering across our nationwide network ▪ Expand product margins through pricing analytics ▪ Maximize category management opportunity ▪ Drive SG&A productivity and cost leverage ▪ Resilient business model with counter-cyclical working capital characteristics ▪ Cash generation model provides ample liquidity to fund growth strategies while returning capital to shareholders ▪ Non-discretionary municipal repair & replacement demand expected to remain resilient for the foreseeable future ▪ Secular market tailwinds provided by the Infrastructure Investment & Jobs Act ▪ Continued growth in non- residential development as communities expand ▪ Fundamental undersupply of housing relative to household formations CONTINUE TO DELIVER ON KEY GROWTH, PROFITABILITY & CASH FLOW TARGETS


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 8 SECULAR MARKET GROWTH FUNDAMENTALS… U.S. Municipal Water Infrastructure Spending(1) Non-Residential Starts(2) (Sq. Feet Per Million of Population) Single Family Housing Starts(3) (Starts Per Million of Population) Vacant Developed Lots & Months of Supply(4) $- $30 $60 $90 $120 $150 '70 '74 '78 '82 '86 '90 '94 '98 '02 '06 '10 '14 '18 '22 ($ i n B il li o n s ) Significant Underinvestment Historical Spending Management Estimates - 1.5 3.0 4.5 6.0 7.5 '70 '74 '78 '82 '86 '90 '94 '98 '02 '06 '10 '14 '18 '22 (S q . F e e t in T h o u s a n d s ) Median - 1.5 3.0 4.5 6.0 7.5 '70 '74 '78 '82 '86 '90 '94 '98 '02 '06 '10 '14 '18 '22 (S ta rt s i n T h o u s a n d s ) (1) Source: 1970 – 2017 data provided by the U.S. Congressional Budget Office. Data from 2018 – 2022 based on management estimates. (2) Source: Dodge Data & Analytics. Represents non-residential building starts (measured in square feet) per million of U.S. population. (3) Source: U.S. Census Bureau. Represents single-family housing starts per million of U.S. population. (4) Source: Zonda. Represents vacant developed lots and months of supply for single-family housing units in select geographies across the U.S. Median - 20 40 60 80 100 0.40 0.60 0.80 1.00 1.20 1.40 Q4'08 Q4'10 Q4'12 Q4'14 Q4'16 Q4'18 Q4'20 Q4'22 M o n th s o f S u p p ly V a c a n t D e v e lo p e d L o ts (i n M il li o n s ) Vacant Developed Lots Months of Supply


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 9 …BACKED BY CRITICAL INVESTMENT IN U.S. WATER INFRASTRUCTURE $55 BILLION to expand access to clean drinking water $50 BILLION to protect against droughts, floods, heat and wildfires, in addition to major investments in weatherization and cybersecurity $110 BILLION to repair roads and bridges and support major transformational projects $25 BILLION to create more modern, resilient and sustainable airport infrastructure ~$2.5B Estimated Product Opportunity(1) ~$13.5B Estimated Product Opportunity(1) ~$1.0B Estimated Product Opportunity(1) ~$0.2B Estimated Product Opportunity(1) (1) Represents the estimated applicable product sales opportunity for Core & Main.


 
Financial Results MARK WITKOWSKI


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 11 Q4 2022 OPERATING RESULTS Net Sales Gross Profit Net Income Adjusted EBITDA(1) ($ in Millions) ($ in Millions) ($ in Millions) ($ in Millions) $1,246 $1,374 Q4'21 Q4'22 $327 $373 Q4'21 Q4'22 $151 $164 Q4'21 Q4'22 $79 $84 Q4'21 Q4'22 +10% +14% +6% +9% % Margin % Margin(1) 12.1% 11.9% 26.2% 27.1%+90 bps (20 bps) Note: Represents the three months ended January 29, 2023 versus the three months ended January 30, 2022. (1) 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.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $604 $935 FY21 FY22 $5,004 $6,651 FY21 FY22 $1,280 $1,795 FY21 FY22 $225 $581 FY21 FY22 12 FY22 OPERATING RESULTS Net Sales Gross Profit Net Income Adjusted EBITDA(1) ($ in Millions) ($ in Millions) ($ in Millions) ($ in Millions) +33% +40% +158% +55% % Margin 12.1% 14.1% 25.6% 27.0%+140 bps +200 bps% Margin(1) Note: Represents the fiscal year ended January 29, 2023 versus the fiscal year ended January 30, 2022. (1) 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.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FY21 FY22 13 CASH FLOW & BALANCE SHEET HIGHLIGHTS Operating Cash Flow Net Debt Leverage(4) Liquidity(5) ($ in Millions) ($ in Millions) 2.5x 1.4x FY21 FY22 Q4’22 FY22 Adjusted EBITDA $164 $935 Operating Capital(1) 204 (340) Interest & Taxes(2) (67) (221) Other(3) 6 27 Operating Cash Flow $307 $401 Note: Represents the three months and fiscal year ended January 29, 2023 versus the three months and fiscal year ended January 30, 2022. (1) Represents the (increase) / decrease in receivables, net of allowances for credit losses, and inventories less accounts payable, each as of year-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) 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) Total liquidity represents the sum of cash & cash equivalents and excess availability under our Senior ABL Credit Facility, which is net of borrowings and approximately $9 million of outstanding letters of credit in the prior year period and approximately $12 million of outstanding letters of credit in the current year period. $1,415 $842 ABL Facility Available Cash & Cash Equivalents


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2023 OUTLOOK 14 CommentaryKey Metric FY23 Outlook Net Sales Y-o-Y % Growth $6,455M - $6,875M -3% to +3% Adjusted EBITDA $785M - $865M Adjusted EBITDA Margin 12.2% - 12.6% Effective Tax Rate 18% - 20%(1) Operating Cash Flow Conversion 80% - 100% of Adj. EBITDA (1) Assumes no future exchanges of Partnership Interests (as defined in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023). ▪ Outlook assumes soft end market volumes due to: ̶ Double-digit decline in residential lot development ̶ Partially offset by strength in municipal repair & replacement activity and a stable non-residential end market ▪ Expect ~200 bps of above market sales growth from the execution of our product, customer and geographic expansion initiatives ▪ Expect ~2% sales growth from acquisitions that already closed ▪ Price contribution expected to be roughly flat for the year ▪ Gross margin expected to normalize by 100 to 150 bps ▪ Adjusted EBITDA guidance reflects new foundation for Adjusted EBITDA margin


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAPITAL ALLOCATION FRAMEWORK 15 Capital Allocation Framework For FY23 & Beyond Priority Uses for Capital Normalized Operating Cash Flow Target to be ~55-65% of Adjusted EBITDA Organic Growth & Operational Initiatives M&A Share Repurchases & Dividends Expect future capital expenditures to average ~0.5% of net sales Maintain a robust M&A pipeline and a disciplined approach. Expect continued M&A focused on geographic expansion, product line expansion and additional operating capabilities, while driving synergistic value creation Deploy surplus capital towards share repurchases and/or dividends


 
Appendix


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 17 ▪ Leading U.S. specialty distributor focused on water, wastewater, storm drainage and fire protection products, and related services ▪ Highly fragmented $40 billion addressable market(1) ▪ 1 of only 2 national distributors where scale matters ▪ ~320 branches in 48 states across the U.S. ▪ $6.7 billion of FY22 net sales and $935 million of FY22 Adjusted EBITDA(2) ▪ Balanced mix of sales across end markets, construction sectors and product lines ▪ Highly fragmented customer base of 60,000+ including municipalities, private water companies and professional contractors ▪ More than 200,000 SKUs ▪ 4,500+ suppliers, many of which have long-standing, often exclusive or restrictive, relationships with CNM Corporate HQ CORE & MAIN AT A GLANCE Key Business Highlights Branch Footprint (1) As of the fiscal year ended January 29, 2023 and based on management estimates. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. Market Share(1) Market Mix(1) ~$40B(1) 17% Core & Main 83% Remaining Market 39% Non-Residential39% Municipal 22% Residential


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 18 Leading position with size and scale in a fragmented market1 Multiple levers for organic growth3 Proven ability to execute and integrate acquisitions4 Strong value proposition & pivotal role in shaping our industry2 Beneficial industry trends with secular growth drivers6 Strong and highly experienced management team7 Differentiated service offerings enhanced by proprietary and modern technology tools5 Attractive financial profile with efficient operating model 8 OUR INVESTMENT HIGHLIGHTS


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 19 OUR APPROACH TO M&A Driving Sustainable Growth Through M&A… …By Leveraging Our Disciplined Approach Maximize Market Presence Drive Value Creation Leverage Entrepreneurial Culture ▪ Significant opportunity to fill existing geographies and product lines, or expand into new geographies and product lines ▪ Ability to access attractive markets, new technologies and product innovations ▪ Diligent assessment of macro growth trends and competitive landscape October 2017 June 2018 July 2018 August 2018 January 2019 February 2019 July 2019 October 2019 October 2019 March 2020 August 2020 March 2021 August 2021 August 2021 October 2021 November 2021 March 2022 May 2022 June 2022 August 2022 October 2022 October 2022 December 2022 March 2023 ▪ Our size, scale and differentiated capabilities drives immediate synergistic value with a focus on people, process and strategy ▪ Past synergies have driven highly attractive returns on capital and support shareholder value creation ▪ Successful track record of retaining and promoting management and associates of acquired companies ▪ Our “local service, nationwide” philosophy incentivizes acquired companies to be entrepreneurial, making decisions grounded in a customer-centric approach


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 20


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 21 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 our initial public offering and secondary offerings of shares of our Class A common stock completed in January 2022 and September 2022, which are reflected in SG&A expenses in our Statement of Operations. January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022 January 31, 2021 February 2, 2020 February 3, 2019 Net income attributable to Core & Main, Inc. 54$ 48$ 366$ 166$ Less: net income attributable to non-controlling interest 30 31 215 59 Net income 84 79 581 225 37$ 36$ 30$ Depreciation and amortization (1) 36 36 143 142 141 129 114 Provision for income taxes 20 17 128 51 9 6 8 Interest expense 20 13 66 98 139 113 101 EBITDA 160$ 145$ 918$ 516$ 326$ 284$ 253$ Loss on debt modification and extinguishment - - - 51 - - - Equity-based compensation 2 3 11 25 4 4 4 Acquisition expenses (2) 2 1 5 7 12 10 3 Offering expenses (3) - 2 1 5 - - - Adjusted EBITDA 164$ 151$ 935$ 604$ 342$ 298$ 260$ Adjusted EBITDA Margin: Net Sales 1,374$ 1,246$ 6,651$ 5,004$ 3,642$ 3,389$ 3,202$ Adjusted EBITDA / Net Sales 11.9% 12.1% 14.1% 12.1% 9.4% 8.8% 8.1% Three Months Ended Fiscal Year Ended


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 22 Net Debt Leverage ($ in Millions) January 29, 2023 January 30, 2022 January 31, 2021 February 2, 2020 February 3, 2019 Senior Term Loan due August 2024 -$ -$ 1,261$ 1,274$ 1,062$ Senior Notes due September 2024 - - 300 300 - Senior Notes due August 2025 - - 750 500 500 Senior ABL Credit Facility due July 2026 - - - - - Senior Term Loan due July 2028 1,478 1,493 - - - Total Debt 1,478$ 1,493$ 2,311$ 2,074$ 1,562$ Less: Cash & Cash Equivalents (177) (1) (381) (181) (37) Net Debt 1,301$ 1,492$ 1,930$ 1,893$ 1,525$ Twelve Months Ended Adjusted EBITDA 935 604 342 298 260 Net Debt Leverage 1.4x 2.5x 5.6x 6.4x 5.9x Fiscal Year Ended