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0001856525false00018565252023-09-062023-09-06

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): September 6, 2023

___________________________

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

(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 Class Trading Symbol Name of Each Exchange
on Which Registered
Class A common stock, par value $0.01 per share CNM New 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 September 6, 2023, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal second quarter ended July 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

On September 6, 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: September 6, 2023

EX-99.1 2 cnmq22023earningspressrele.htm EX-99.1 Document

News Release

FOR IMMEDIATE RELEASE

Core & Main Announces Fiscal 2023 Second Quarter Results

ST. LOUIS, Sept. 6, 2023—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced financial results for the second quarter ended July 30, 2023.

Fiscal 2023 Second Quarter Highlights (Compared with Fiscal 2022 Second Quarter)

•Net sales were flat at $1,861 million, but up 43% from the second quarter of fiscal 2021

•Gross profit margin sustained at 26.9%

•Net income decreased 9.9% to $164 million

•Adjusted EBITDA (Non-GAAP) decreased 2.5% to $270 million

•Adjusted EBITDA margin (Non-GAAP) decreased 40 basis points to 14.5%

•Net cash provided by operating activities was robust at $282 million compared with net cash used in operating activities of $23 million in the prior year

•Executed a $141 million share repurchase, reducing diluted shares outstanding by 5 million

•Closed two acquisitions during the quarter: Foster Supply and Dangelo Co.

•Net Debt Leverage (Non-GAAP) was 1.7x despite our investments in growth and share repurchases throughout the fiscal year

•Narrowing expectation for fiscal 2023 Adjusted EBITDA to be in the range of $850 to $880 million

"Core & Main delivered another quarter of solid results as we maintain our focus on driving operational excellence across the business," said Steve LeClair, chief executive officer of Core & Main.

"Sales of $1.9 billion for the quarter were equal to last years' record high and up 43% from the second quarter of fiscal 2021. We delivered strong Adjusted EBITDA margins of 14.5% through our disciplined pricing and gross margin execution. Prices have sustained through the first half of the year, in part due to the non-discretionary nature of demand in our industry, coupled with the fact that most of our products are either highly specified or made specific for our sector. Gross margins exceeded our expectations yet again as we execute on our gross margin initiatives and continue to benefit from our prior inventory investments. Our timing of inventory investments and subsequent optimization has positioned us well in very dynamic markets."

"We expanded our network and operating capabilities during the quarter after adding ten new locations from the Foster Supply and Dangelo Co. acquisitions. Both of these businesses offer expansion into new geographies, access to new product lines and the addition of key talent, while aligning with our strategy of advancing reliable infrastructure. We have generated robust operating cash flow through the first half of the year, providing ample capacity to reinvest in the business and return capital to shareholders. To that end, we executed a $141 million share repurchase from our majority shareholder during the second quarter, reducing diluted share count by 5 million shares. This marks our second share repurchase transaction this year, having deployed over $470 million of capital and retiring 20 million shares. Overall, I am very proud of our teams, who continue to work collaboratively on our strategic initiatives, displaying resilience and strong execution to provide our customers local knowledge, local experience and local service nationwide." Net sales for the three months ended July 30, 2023 and the three months ended July 31, 2022 was $1,861 million in each period.







cont.


Three Months Ended July 30, 2023

Net sales grew due to acquisitions and higher selling prices offset by a reduction in volume from comparably lower residential lot development. Net sales declines for pipes, valves & fittings were due to lower end-market volume partially offset by higher selling prices and acquisitions. Net sales growth for storm drainage benefited from higher selling prices and acquisitions. Net sales for fire protection products declined due to lower selling prices and volume on steel pipe. Net sales of meter products benefited from higher selling prices, higher volumes due to an increasing adoption of smart meter technology by municipalities and acquisitions.

Gross profit for the three months ended July 30, 2023 and the three months ended July 31, 2022 was $501 million in each period. Gross profit as a percentage of net sales for the three months ended July 30, 2023 and for the three months ended July 31, 2022 was 26.9%. The overall gross profit as a percentage of net sales experienced favorable impacts from the execution of our gross margin initiatives offset by larger prior year benefits from strategic inventory investments during an inflationary environment.

Selling, general and administrative (“SG&A”) expenses for the three months ended July 30, 2023 increased $8 million, or 3.5%, to $238 million compared with $230 million during the three months ended July 31, 2022. The increase was primarily attributable to an increase in facility and other distribution costs related to inflation and acquisitions. SG&A expenses as a percentage of net sales was 12.8% for the three months ended July 30, 2023 compared with 12.4% for the three months ended July 31, 2022. The increase was attributable to inflationary cost impacts.

Net income for the three months ended July 30, 2023 decreased $18 million, or 9.9%, to $164 million compared with $182 million for the three months ended July 31, 2022. The decrease in net income was primarily attributable to higher SG&A, interest expense and income taxes.

The Class A common stock basic earnings per share for the three months ended July 30, 2023 decreased 4.3% to $0.66 compared with $0.69 for the three months ended July 31, 2022. The Class A common stock diluted earnings per share for the three months ended July 30, 2023 decreased 1.5% to $0.66 compared with $0.67 for the three months ended July 31, 2022. The decrease in basic and diluted earnings per share was attributable to a decline in net income partially offset by lower share counts following the share repurchase transaction made during the period.

Adjusted EBITDA for the three months ended July 30, 2023 decreased $7 million, or 2.5%, to $270 million compared with $277 million for the three months ended July 31, 2022. The decrease in Adjusted EBITDA was primarily attributable to higher SG&A expenses. Adjusted EBITDA margin decreased 40 basis points to 14.5% from 14.9% in the prior year period.

Six Months Ended July 30, 2023

Net sales for the six months ended July 30, 2023 decreased $24 million, or 0.7%, to $3,435 million compared with $3,459 million for the six months ended July 31, 2022. The decrease in net sales was primarily attributable to a reduction in volume from comparably lower residential lot development and more typical seasonality compared with the prior year partially offset by higher selling prices and acquisitions. Net sales declines for pipes, valves & fittings were due to lower end-market volume partially offset by higher selling prices and acquisitions. Net sales growth for storm drainage benefited from higher selling prices and acquisitions. Net sales for fire protection products declined due to lower selling prices and volume on steel pipe. Net sales of meter products benefited from higher selling prices, higher volumes due to an increasing adoption of smart meter technology by municipalities and acquisitions.

Gross profit for the six months ended July 30, 2023 increased $18 million, or 2.0%, to $940 million compared with $922 million for the six months ended July 31, 2022. Gross profit increased, despite a net sales decline, due to an increase in gross profit as a percentage of net sales. Gross profit as a percentage of net sales for the six months ended July 30, 2023 was 27.4% compared with 26.7% for the six months ended July 31, 2022. The overall increase in gross profit as a percentage of net sales was primarily attributable to the execution of our gross margin initiatives partially offset by larger prior year benefits from strategic inventory investments during an inflationary environment.

SG&A expenses for the six months ended July 30, 2023 increased $25 million, or 5.7%, to $461 million compared with $436 million during the six months ended July 31, 2022. The increase was primarily attributable to an increase of $10 million in personnel expenses along with higher facility and other distribution costs related to inflation and acquisitions. SG&A expenses as a percentage of net sales was 13.4% for the six months ended July 30, 2023 compared with 12.6% for the six months ended July 31, 2022. The increase was primarily attributable to inflationary cost impacts.

Net income for the six months ended July 30, 2023 decreased $22 million, or 6.9%, to $297 million compared with $319 million for the six months ended July 31, 2022. The decrease in net income was primarily attributable to higher SG&A and interest expense partially offset by higher gross profit.
Core & Main Fiscal 2023 Second Quarter Earnings


The Class A common stock basic earnings per share for the six months ended July 30, 2023 decreased 3.3% to $1.16 compared with $1.20 for the six months ended July 31, 2022. The Class A common stock diluted earnings per share for the six months ended July 30, 2023 decreased 1.7% to $1.15 compared with $1.17 for the six months ended July 31, 2022. The decrease in basic earnings per share was attributable to a decline in net income and higher Class A share counts from exchanges of partnership interests of our subsidiary, Core & Main Holdings, L.P. Diluted earnings per share decreased due to a decline in net income partially offset by lower share counts following the share repurchase transactions made during the period.

Adjusted EBITDA for the six months ended July 30, 2023 decreased $6 million, or 1.2%, to $490 million compared with $496 million for the six months ended July 31, 2022. The decrease in Adjusted EBITDA was primarily attributable to higher SG&A expenses partially offset by higher gross profit. Adjusted EBITDA margin was flat at 14.3% compared with the six months ended July 31, 2022.

Liquidity and Capital Resources

Net cash provided by operating activities for the three months ended July 30, 2023 was $282 million compared with net cash used in operating activities of $23 million for the three months ended July 31, 2022. The $305 million improvement in operating cash flow was primarily driven by a reduction in inventory due to more predictable product lead times in fiscal 2023 partially offset by an increase in interest payments.

Net debt, calculated as gross consolidated debt net of cash and cash equivalents, as of July 30, 2023 was $1,565 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 1.7x, an improvement of 0.2x from July 31, 2022. The improvement was attributable to an increase in Adjusted EBITDA and lower borrowings under our Senior ABL Credit Facility.

As of July 30, 2023, we had $115 million in outstanding borrowings on our Senior ABL Credit Facility, which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of July 30, 2023, after giving effect to approximately $12 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main LP would have been able to borrow approximately $1,123 million under the Senior ABL Credit Facility, subject to borrowing base availability. Our short term debt obligations of $15 million are related to quarterly amortization principal payments on the Senior Term Loan Facility.

Fiscal 2023 Outlook

"We are narrowing our annual outlook based on results to date and now expect net sales to be in the range of $6.6 to $6.8 billion," LeClair continued. "Pricing and margins are sustaining against improving supply chains, but we are beginning to see pockets of softness for new non-residential project starts in select markets. We are narrowing our expectation for Adjusted EBITDA to be in the range of $850 to $880 million due to our strong gross margin performance in the second quarter. We are also raising our expectation for operating cash flow conversion to be in the range of 90% to 110% of Adjusted EBITDA as a result of our accelerated inventory optimization efforts. As always, our focus will continue to be on the areas within our control, including customer service, technical expertise and operating efficiency. We will continue to deploy capital on initiatives we expect will result in accelerated growth, including executing on our M&A pipeline and delivering on our organic growth initiatives."

Conference Call & Webcast Information

Core & Main will host a conference call and webcast on September 6, 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 156041. 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.


Core & Main Fiscal 2023 Second Quarter Earnings


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 Quarterly Report on Form 10-Q for the three months ended July 30, 2023); increases in interest rates and the impact of transitioning away from the London Interbank Offered Rate, 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
InvestorRelations@CoreandMain.com





Core & Main Fiscal 2023 Second Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions (except share and per share data), unaudited

Three Months Ended Six Months Ended
July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022
Net sales $ 1,861  $ 1,861  $ 3,435  $ 3,459 
Cost of sales 1,360  1,360  2,495  2,537 
Gross profit 501  501  940  922 
Operating expenses:
Selling, general and administrative 238  230  461  436 
Depreciation and amortization 37  34  72  69 
Total operating expenses 275  264  533  505 
Operating income 226  237  407  417 
Interest expense 22  17  39  30 
Income before provision for income taxes 204  220  368  387 
Provision for income taxes 40  38  71  68 
Net income 164  182  297  319 
Less: net income attributable to non-controlling interests 54  67  101  118 
Net income attributable to Core & Main, Inc. $ 110  $ 115  $ 196  $ 201 
Earnings per share
Basic $ 0.66  $ 0.69  $ 1.16  $ 1.20 
Diluted $ 0.66  $ 0.67  $ 1.15  $ 1.17 
Number of shares used in computing EPS
Basic 167,312,292  167,876,179  169,474,741  167,708,034 
Diluted 228,983,281  246,175,878  236,375,917  246,160,811 


Core & Main Fiscal 2023 Second Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Amounts in millions (except share and per share data), unaudited

July 30, 2023 January 29, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 20  $ 177 
Receivables, net of allowance for credit losses of $12 and $9, respectively 1,231  955 
Inventories 896  1,047 
Prepaid expenses and other current assets 35  32 
Total current assets 2,182  2,211 
Property, plant and equipment, net 130  105 
Operating lease right-of-use assets 184  175 
Intangible assets, net 811  795 
Goodwill 1,552  1,535 
Deferred income taxes 91  — 
Other assets 89  88 
Total assets $ 5,039  $ 4,909 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt $ 15  $ 15 
Accounts payable 601  479 
Accrued compensation and benefits 74  123 
Current operating lease liabilities 56  54 
Other current liabilities 96  55 
Total current liabilities 842  726 
Long-term debt 1,554  1,444 
Non-current operating lease liabilities 129  121 
Deferred income taxes 48 
Payable to related parties pursuant to Tax Receivable Agreements 231  180 
Other liabilities 22  19 
Total liabilities 2,826  2,499 
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 168,590,990 and 172,765,161 shares issued and outstanding as of July 30, 2023 and January 29, 2023, respectively
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 57,634,013 and 73,229,675 shares issued and outstanding as of July 30, 2023 and January 29, 2023, respectively
Additional paid-in capital 1,196  1,241 
Retained earnings 447  458 
Accumulated other comprehensive income 49  45 
Total stockholders’ equity attributable to Core & Main, Inc. 1,695  1,747 
Non-controlling interests 518  663 
Total stockholders’ equity 2,213  2,410 
Total liabilities and stockholders’ equity $ 5,039  $ 4,909 

Core & Main Fiscal 2023 Second Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions, unaudited

Six Months Ended
July 30, 2023 July 31, 2022
Cash Flows From Operating Activities:
Net income $ 297  $ 319 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization 75  73 
Equity-based compensation expense
Other (5)
Changes in assets and liabilities:
(Increase) decrease in receivables (253) (376)
(Increase) decrease in inventories 185  (298)
(Increase) decrease in other assets —  (7)
Increase (decrease) in accounts payable 113  217 
Increase (decrease) in accrued liabilities (26)
Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities 402  (60)
Cash Flows From Investing Activities:
Capital expenditures (15) (15)
Acquisitions of businesses, net of cash acquired (151) (42)
Proceeds from the sale of property and equipment
Net cash used in investing activities (164) (56)
Cash Flows From Financing Activities:
Repurchase and retirement of partnership interests (473) — 
Distributions to non-controlling interest holders (25) (17)
Payments pursuant to Tax Receivable Agreements (5) — 
Proceeds from issuance of common stock from employee equity plans — 
Payments for withholding tax on equity compensation plans (1) — 
Borrowings on asset-based revolving credit facility 235  214 
Repayments on asset-based revolving credit facility (120) (72)
Repayments of long-term debt (8) (8)
Debt issuance costs —  (2)
Net cash (used in) provided by financing activities (395) 115 
Decrease in cash and cash equivalents (157) (1)
Cash and cash equivalents at the beginning of the period 177 
Cash and cash equivalents at the end of the period $ 20  $ — 
Cash paid for interest (excluding effects of interest rate swap) $ 59  $ 27 
Cash paid for taxes 61  62 

Core & Main Fiscal 2023 Second Quarter Earnings


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, Operating Cash Flow Conversion 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 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 public 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 Operating Cash Flow Conversion as net cash provided by (used in) operating activities divided by Adjusted EBITDA for the period presented. 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, Operating Cash Flow Conversion 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, Operating Cash Flow Conversion 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, Adjusted EBITDA margin or Operating Cash Flow Conversion 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. or cash provided by or used in operating activities, the most directly comparable GAAP measures, 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.





Core & Main Fiscal 2023 Second Quarter Earnings


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 Ended Six Months Ended
July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022
Net income attributable to Core & Main, Inc. $ 110  $ 115  $ 196  $ 201 
Plus: net income attributable to non-controlling interest 54  67  101  118 
Net income 164  182  297  319 
Depreciation and amortization (1)
37  34  73  70 
Provision for income taxes 40  38  71  68 
Interest expense 22  17  39  30 
EBITDA $ 263  $ 271  $ 480  $ 487 
Equity-based compensation
Acquisition expenses (2)
Offering expenses (3)
—  — 
Adjusted EBITDA $ 270  $ 277  $ 490  $ 496 
Adjusted EBITDA Margin:
Net Sales
$ 1,861  $ 1,861  $ 3,435  $ 3,459 
Adjusted EBITDA / Net Sales
14.5%  14.9%  14.3%  14.3% 

(Amounts in millions) Twelve Months Ended
July 30, 2023 July 31, 2022
Net income attributable to Core & Main, Inc. $ 361  $ 313 
Plus: net income attributable to non-controlling interest 198  194 
Net Income 559  507 
Depreciation and amortization (1)
146  143 
Provision for income taxes 131  110 
Interest expense 75  55 
EBITDA $ 911  $ 815 
Loss on debt modification and extinguishment — 
Equity-based compensation 12 
Acquisition expenses (2)
Offering expenses (3)
Adjusted EBITDA $ 929  $ 836 

(1)Includes depreciation of certain assets which is 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 secondary offerings reflected in SG&A expenses in our Statement of Operations.
Core & Main Fiscal 2023 Second Quarter Earnings


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

(Amounts in millions) As of
July 30, 2023 July 31, 2022
Senior ABL Credit Facility due July 2026
$ 115  $ 142 
Senior Term Loan due July 2028
1,470  1,485 
Total Debt
1,585  1,627 
Less: Cash & Cash Equivalents
(20) — 
Net Debt
$ 1,565  $ 1,627 
Twelve Months Ended Adjusted EBITDA
929  836 
Net Debt Leverage
1.7x 1.9x


    
Core & Main Fiscal 2023 Second Quarter Earnings
EX-99.2 3 cnmq22023investorpresent.htm EX-99.2 cnmq22023investorpresent
Fiscal 2023 Second Quarter Results SEPTEMBER 6, 2023


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 2 CAUTIONARY STATEMENTS 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 or current facts 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, capital allocation and debt service obligations, and the anticipated impact on our business. 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, 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 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; 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; our ability to continue our customer relationships with short-term contracts; 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 regional 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 environmental, social and governance 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 potentia l 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 Quarterly Report on Form 10-Q); increases in interest rates and the impact of transitioning away from LIBOR, generally to Term SOFR (as defined in our Quarterly Report on Form 10-Q), as a 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 (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. 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, Operating Cash Flow Conversion 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, Operating Cash Flow Conversion 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, Adjusted EBITDA margin or Operating Cash Flow Conversion for fiscal 2023 are 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. or cash provided by or used in operating activities, the most directly comparable GAAP measures, 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 Core & Main Holdings, LP, a Delaware limited partnership (“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. Each of the three months ended July 30, 2023 and three months ended July 31, 2022 included 13 weeks and each of the six months ended July 30, 2023 and six months ended July 31, 2022 included 26 weeks.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 3 TODAY’S PRESENTERS 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. 5 BUSINESS UPDATE End Markets Pricing Margins Cash Flow & Capital Allocation ▪ Municipal repair & replacement demand remains steady ▪ Sentiment for new residential construction continues to improve ▪ Beginning to see pockets of softness for new non-residential project starts ▪ Medium to long-term market fundamentals are positive ▪ Enthusiastic about the benefits of the Infrastructure Investment & Jobs Act ▪ Non-discretionary nature of demand in our industry provides a resilient pricing framework ▪ Overall prices remain stable ▪ Expect slightly positive price contribution for the year ▪ Gross margin exceeded our expectations as we continue to benefit from prior inventory investments ▪ Gross margin initiatives and M&A synergies driving structural margin gains ▪ Expect gross margin to continue normalizing in 2H’23 as we cycle through low-cost inventory ▪ Robust operating cash flow in 1H’23 supporting capital allocation priorities ▪ Prioritizing investments in growth, with share repurchases and/or dividends expected to follow ▪ $141M share repurchase executed during the quarter, reducing diluted shares outstanding by 5 million ▪ Repurchased 20 million shares year- to-date with over $470M of capital deployed ▪ 2H’23 cash generation expected to be strong, providing ample capacity for continued growth investments and the potential for additional share repurchases


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 6 DRIVING SUSTAINABLE GROWTH THROUGH M&A Status Closed July 2023 Closed July 2023 # of Locations 7 3 Geography West Virginia, Kentucky & Tennessee California Product Lines Pipe, Valves & Fittings Storm Drainage Pipe, Valves & Fittings Fire Protection Storm Drainage Combined Annualized Net Sales of ~$100M Foster Supply Dangelo Co.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 7 WELL-POSITIONED TO WIN IN OUR INDUSTRY High Barriers to Entry Highly Complex Specification & Regulation Specialized Product Requirements Fragmented Industry Strong Infrastructure & Logistics ▪ Local regulation and specification needs; strong participation in governing / regulating bodies ▪ Pre-project specification influence ▪ Regional & national product specialists required to support complex project needs ▪ Highly diversified supplier base & fragmented customer base creates need for scaled distribution ▪ Coordinated jobsite delivery & customer support ▪ Delivery capabilities and reliability Exclusive & Restrictive Distribution Rights ▪ Distribution rights limit new entrants into the industry and provide significant and sustainable competitive advantages Our Competitive Advantages Deep knowledge of products and local specifications, supported by consulting and delivery expertise Industry Experience 320 branches across 48 states, serving 60,000+ diverse customers & partnering with 4,500+ suppliers Size & Unique Scalability Strong, long-standing customer & supplier relationships with access to products with limited distribution rights Deep Customer & Supplier Relationships “One-stop-shop” for customer solutions enabled by project value engineering and jobsite support Differentiated Services & Deep Product Portfolio Proprietary technology platforms drive operational efficiency and enhance customer experience Technology & Innovation Specific to our Industry Best Industry Talent Talent-first blueprint is critical to developing industry leaders and enabling local expertise, nationwide


 
Financial Results MARK WITKOWSKI


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 9 Q2 2023 FINANCIAL RESULTS Net Sales Gross Profit Adjusted EBITDA(1) Diluted Earnings Per Share(2) ($ in Millions, Except Per Share Amounts) $1,298 $1,861 $1,861 Q2'21 Q2'22 Q2'23 $325 $501 $501 Q2'21 Q2'22 Q2'23 $155 $277 $270 Q2'21 Q2'22 Q2'23 +43% +54% 0% (3%) +79% % Margin % Margin(1) 25.0% 26.9%+190 bps 26.9%+0 bps 0% 11.9% 14.9%+300 bps 14.5%(40) bps $0.67 $0.66 Q2'22 Q2'23 (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. (2) The three months ended August 1, 2021 not presented due to incomparable performance resulting from the IPO and Reorganization Transactions in July 2021. (2%)


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 10 CASH FLOW & BALANCE SHEET Operating Cash Flow Net Debt Leverage(3) Liquidity ($ in Millions) ABL Facility Available Cash & Cash Equivalents (1) Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. (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) 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. Q2’22 Q2’23 Y-o-Y $ Adjusted EBITDA(1) $277 $270 ($7) Working Capital (243) 72 315 Cash Interest (14) (20) (6) Cash Taxes(2) (34) (34) -- Other (9) (6) 3 Operating Cash Flow ($23) $282 $305 1.9x 1.7x Q2'22 Q2'23 $1,099 $1,143 Q2'22 Q2'23


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. GUIDANCE UPDATE 11 Key Metric FY23 Outlook Net Sales ($ in Millions) $6,600 - $6,800 Adjusted EBITDA ($ in Millions) $850 - $880 Adjusted EBITDA Margin ~12.9% Operating Cash Flow Conversion(1) (% of Adjusted EBITDA) 90% - 110% ▪ Expect fiscal 2023 net sales growth to range from -1% to +2% ̶ Municipal repair & replacement activity expected to be steady for the rest of the year ̶ Improving sentiment for new residential construction, but still expecting a double-digit decline for the year ̶ Beginning to see pockets of softness for new non-residential project starts ▪ Expect slightly positive price contribution for the year as we anniversary prior year price increases ▪ Narrowing expectation for Adjusted EBITDA due to strong gross margin performance ▪ Raising expectation for operating cash flow conversion due to accelerated inventory optimization efforts Considerations (1) Defined as net cash provided by (used in) operating activities divided by Adjusted EBITDA for the period presented.


 
Appendix


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 13 CORE & MAIN AT A GLANCE Key Business Highlights Branch Footprint Corporate HQ (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. ▪ 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. ▪ $6.6 billion of LTM Q2’23 net sales and $929 million of LTM Q2’23 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 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. PRODUCT & SERVICE OFFERING 14


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 15 OUR APPROACH TO M&A 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 ▪ 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 June 2022 August 2022 October 2022 October 2022 December 2022 March 2023 April 2023 April 2023 July 2023 July 2023 Driving Sustainable Growth Through M&A… …By Leveraging Our Disciplined Approach


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. OUR VALUE CREATION TARGETS 16 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. CAPITAL ALLOCATION FRAMEWORK 17 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, the addition of key talent and additional operating capabilities, while driving synergistic value creation Deploy surplus capital towards share repurchases and/or dividends Capital Allocation Framework


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 18 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 Q2'08 Q2'11 Q2'14 Q2'17 Q2'20 Q2'23 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. 19 …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.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 20 (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 secondary offerings reflected in SG&A expenses in our Statement of Operations. ($ in Millions) Adjusted EBITDA & Adjusted EBITDA Margin July 30, 2023 July 31, 2022 August 1, 2021 July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net income attributable to Core & Main, Inc. 110$ 115$ 27$ 196$ 201$ 361$ 313$ Plus: net income (loss) attributable to non-controlling interest 54 67 (17) 101 118 198 194 Net income 164 182 10 297 319 559 507 Depreciation and amortization (1) 37 34 34 73 70 146 143 Provision for income taxes 40 38 3 71 68 131 110 Interest expense 22 17 37 39 30 75 55 EBITDA 263$ 271$ 84$ 480$ 487$ 911$ 815$ Loss on debt modification and extinguishment - - 50 - - - 1 Equity-based compensation 3 4 19 5 7 9 12 Acquisition expenses (2) 3 2 1 3 2 6 6 Offering expenses (3) 1 - 1 2 - 3 2 Adjusted EBITDA 270$ 277$ 155$ 490$ 496$ 929$ 836$ Adjusted EBITDA Margin: Net Sales 1,861$ 1,861$ 1,298$ 3,435$ 3,459$ 6,627$ 6,110$ Adjusted EBITDA / Net Sales 14.5% 14.9% 11.9% 14.3% 14.3% 14.0% 13.7% Twelve Months EndedSix Months EndedThree Months Ended


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 21 ($ in Millions) Net Debt Leverage As of July 30, 2023 July 31, 2022 Senior ABL Credit Facility due July 2026 115 142 Senior Term Loan due July 2028 1,470 1,485 Total Debt 1,585$ 1,627$ Less: Cash & Cash Equivalents (20) - Net Debt 1,565$ 1,627$ Twelve Months Ended Adjusted EBITDA 929 836 Net Debt Leverage 1.7x 1.9x