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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): September 4, 2024

___________________________

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 September 4, 2024, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal second quarter ended July 28, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

On September 4, 2024, 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/ Mark G. Whittenburg
Name:Mark G. Whittenburg
Title:General Counsel and Secretary

Date: September 4, 2024


News Release

FOR IMMEDIATE RELEASE

Core & Main Announces Fiscal 2024 Second Quarter Results

ST. LOUIS, Sept. 4, 2024—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 28, 2024.

Fiscal 2024 Second Quarter Results (Compared with Fiscal 2023 Second Quarter)

•Net sales increased 5.5% to $1,964 million

•Gross profit increased 3.4% to $518 million; gross profit margin decreased 50 basis points to 26.4%

•Net income decreased 23.2% to $126 million

•Diluted earnings per share decreased 7.6% to $0.61

•Adjusted EBITDA (Non-GAAP) decreased 4.8% to $257 million; Adjusted EBITDA margin (Non-GAAP) decreased 140 basis points to 13.1%

•Acquired five new businesses during and after the quarter: EGW Utilities, Geothermal Supply Company, HM Pipe Products, GroGreen Solutions and Green Equipment Company

"We grew net sales by approximately 6% to a new quarterly record of $1.96 billion, reflecting strong growth from acquisitions that was partially offset by project delays from wet weather conditions and comparably lower end-market volumes," said Steve LeClair, chair and CEO of Core & Main.

"Despite the challenging weather and market conditions, our meter initiative continues to outpace the growth of our end markets, highlighted by the 48% growth we achieved this quarter. Pricing and gross margins were in line with our expectations, with our gross margin initiatives delivering outstanding results to partially offset the impact of higher inventory costs.

We acquired five new businesses during and shortly after the quarter, each of which offers expansion into new geographies, access to new product lines or the addition of key talent. We are particularly excited by the acquisition of HM Pipe Products, which will allow us to tap into to a new multi-billion-dollar addressable market opportunity in Canada.

We continue to maintain a disciplined capital allocation strategy, balancing investments in our business with returning capital to shareholders, and in June, our board of directors approved a $500 million share repurchase program. This marked our first standing share repurchase authorization since becoming a public company and reflects our commitment to returning capital to shareholders. With our strong balance sheet and cash generation, Core & Main is well positioned to capitalize on strategic growth opportunities while delivering value for our shareholders.

Supported by our strong management team, which was further enhanced by the organizational realignment we completed in July, our associates continue to demonstrate unwavering dedication to our customers and their critical projects. I'm proud of their ability to remain agile, even in challenging market conditions. We are confident in our ability to deliver outstanding service to our customers, drive value creation, and execute our growth and capital allocation priorities now and in the future," LeClair concluded.


cont.

Three Months Ended July 28, 2024

Net sales for the three months ended July 28, 2024 increased $103 million, or 5.5%, to $1,964 million compared with $1,861 million for the three months ended July 30, 2023. Net sales increased primarily due to acquisitions partially offset by project delays from wet weather conditions, comparably lower end-market volumes and slightly lower selling prices. Net sales increased for pipes, valves & fittings and storm drainage products primarily due to acquisitions partially offset by project delays from wet weather conditions and comparably lower end-market volumes. Net sales for fire protection products declined due to lower selling prices and comparably lower end-market volumes partially offset by acquisitions. Net sales of meter products benefited from our ability to drive the adoption of smart meter technology through municipalities, increased product availability and acquisitions.

Gross profit for the three months ended July 28, 2024 increased $17 million, or 3.4%, to $518 million compared with $501 million for the three months ended July 30, 2023. Gross profit as a percentage of net sales for the three months ended July 28, 2024 was 26.4% compared with 26.9% for the three months ended July 30, 2023. The overall decline in gross profit as a percentage of net sales was primarily attributable to larger prior year benefits from strategic inventory investments during an inflationary environment partially offset by favorable impacts from the execution of our gross margin initiatives and accretive acquisitions.

Selling, general and administrative ("SG&A") expenses for the three months ended July 28, 2024 increased $30 million, or 12.6%, to $268 million compared with $238 million during the three months ended July 30, 2023. The increase was generally attributable to acquisitions. Non-acquisition SG&A costs were essentially flat as investments in growth were offset by lower variable compensation costs. SG&A expenses as a percentage of net sales were 13.6% for the three months ended July 28, 2024 compared with 12.8% for the three months ended July 30, 2023. The increase was primarily attributable to acquisitions and investments in growth.

Net income for the three months ended July 28, 2024 decreased $38 million, or 23.2%, to $126 million compared with $164 million for the three months ended July 30, 2023. The decrease in net income was primarily attributable to a decrease in operating income and an increase in interest expense.

The Class A common stock basic earnings per share for the three months ended July 28, 2024 decreased 6.1% to $0.62 compared with $0.66 for the three months ended July 30, 2023. The Class A common stock diluted earnings per share for the three months ended July 28, 2024 decreased 7.6% to $0.61 compared with $0.66 for the three months ended July 30, 2023. The decrease in basic earnings per share was attributable to higher Class A share counts from exchanges of Partnership Interests partially offset by an increase in net income attributable to Core & Main, Inc. Diluted earnings per share decreased due to a decline in net income partially offset by lower share counts following the share repurchase transactions executed throughout fiscal 2023.

Adjusted EBITDA for the three months ended July 28, 2024 decreased $13 million, or 4.8%, to $257 million compared with $270 million for the three months ended July 30, 2023. The decrease in Adjusted EBITDA was primarily attributable to higher SG&A expenses partially offset by higher gross profit. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Six Months Ended July 28, 2024

Net sales for the six months ended July 28, 2024 increased $270 million, or 7.9%, to $3,705 million compared with $3,435 million for the six months ended July 30, 2023. Net sales increased primarily due to acquisitions partially offset by comparably lower selling prices. Net sales increased for pipes, valves & fittings due to acquisitions. Net sales increased for storm drainage due to acquisitions and our ability to drive the adoption of advanced storm water management systems. Net sales for fire protection products declined due to comparably lower selling prices and end-market volumes partially offset by acquisitions. Net sales of meter products benefited from our ability to drive the adoption of smart meter technology through municipalities, increased product availability and acquisitions.

Gross profit for the six months ended July 28, 2024 increased $46 million, or 4.9%, to $986 million compared with $940 million for the six months ended July 30, 2023. Gross profit as a percentage of net sales for the six months ended July 28, 2024 was 26.6% compared with 27.4% for the six months ended July 30, 2023. The overall decrease in gross profit as a percentage of net sales was primarily attributable to larger prior year benefits from strategic inventory investments during an inflationary environment partially offset by favorable impacts from the execution of our gross margin initiatives and accretive acquisitions.

SG&A expenses for the six months ended July 28, 2024 increased $64 million, or 13.9%, to $525 million compared with $461 million during the six months ended July 30, 2023. The increase includes $41 million in personnel expenses primarily related to acquisitions. The remaining increase is driven by acquisitions, inflation and other growth investments. SG&A expenses as a percentage of net sales were 14.2% for the six months ended July 28, 2024 compared with 13.4% for the six months ended July 30, 2023. The increase was primarily attributable to investments in growth, inflationary cost impacts and acquisitions.

Core & Main Announces Fiscal 2024 Second Quarter Results

Net income for the six months ended July 28, 2024 decreased $70 million, or 23.6% to $227 million compared with $297 million for the six months ended July 30, 2023. The decrease in net income was primarily attributable to a decrease in operating income and an increase in interest expenses.

The Class A common stock basic earnings per share for the six months ended July 28, 2024 decreased 4.3% to $1.11 compared with $1.16 for the six months ended July 30, 2023. The Class A common stock diluted earnings per share for the six months ended July 28, 2024 decreased 3.5% to $1.11 compared with $1.15 for the six months ended July 30, 2023. The decrease in basic earnings per share was attributable to higher Class A share counts from exchanges of Partnership Interests partially offset by an increase in net income attributable to Core & Main, Inc. Diluted earnings per share decreased due to a decline in net income partially offset by lower share counts following the share repurchase transactions executed throughout fiscal 2023.

Adjusted EBITDA for the six months ended July 28, 2024 decreased $16 million, or 3.3%, to $474 million compared with $490 million for the six months ended July 30, 2023. The decrease in Adjusted EBITDA was primarily attributable to higher SG&A expenses partially offset by higher gross profit. For a reconciliation of Adjusted EBITDA to net income or net income attributable to Core & Main, Inc., the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Liquidity and Capital Resources

Net cash provided by operating activities for the three months ended July 28, 2024 was $48 million compared with $282 million for the three months ended July 30, 2023. The $234 million decrease in cash provided by operating activities was primarily driven by more typical investment in working capital in the three months ended July 28, 2024 compared with a reduction in inventory during fiscal 2023 due to inventory optimization subsequent to supply chain improvements. Increased interest payments and higher income tax payments due to higher taxable income of Core & Main, Inc. following exchanges of Partnership Interests throughout fiscal 2023 also reduced cash flows.

Net debt, calculated as gross consolidated debt net of cash and cash equivalents, as of July 28, 2024 was $2,439 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 2.7x, an increase of 1.0x from July 30, 2023. The increase in Net Debt Leverage was primarily attributable to higher borrowings to fund investments in organic growth, acquisitions and share repurchases.

As of July 28, 2024, we had $250 million outstanding borrowings on our senior asset-based revolving credit facility ("Senior ABL Credit Facility"), which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of July 28, 2024, after giving effect to approximately $14 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main LP would have been able to borrow approximately $986 million under the Senior ABL Credit Facility, subject to borrowing base availability.

On May 21, 2024, we amended the terms of the $1,500 million senior term loan (the "2028 Senior Term Loan") in order to reduce the effective applicable margin from 2.60% to 2.00%, resulting in annual interest savings of approximately $9 million. The 2028 Senior Term Loan principal balance did not change, still matures on July 27, 2028 and requires quarterly principal payments on the last business day of each fiscal quarter in an amount equal to approximately 0.25% of the original principal amount. The 2028 Senior Term Loan is subject to a Term SOFR "floor" of 0.00%.

Fiscal 2024 Outlook

"We are revising our outlook for fiscal 2024 to reflect significant weather disruptions in the second quarter and our expectation that some of the growth we anticipated in the second half of the year will likely be pushed into 2025," LeClair said. "Pricing and gross margins have sustained well and are in line with our expectations through the first half of the year. As a result of lower-than-expected end market volumes, we are lowering our full year net sales range to $7.3 to $7.4 billion and are lowering our full year Adjusted EBITDA range to $900 to $930 million. We are raising our operating cash flow conversion range to 65% to 75% of Adjusted EBITDA as a result of our disciplined working capital management. While weather and market softness are impacting this year's results, we remain optimistic about the long-term demand characteristics of our end markets and are focused on executing against our long-term strategy as we manage through near-term macro dynamics."

Conference Call & Webcast Information

Core & Main will host a live conference call and webcast on September 4, 2024 at 8:30 a.m. ET to discuss the Company's financial results. The 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 823702. To ensure participants are connected for the full call, please dial in at least 10 minutes prior to the start of the call.

Core & Main Announces Fiscal 2024 Second Quarter Results

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 more than 350 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. Core & Main’s nearly 5,500 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

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, all statements other than statements of historical facts contained in this press release, 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, 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 press release. 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 press release, 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 28, 2024 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the fiscal period ended July 28, 2024, 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 press release.

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 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 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; interruptions in the proper functioning of our and our third-party service providers' information systems, including from cybersecurity
Core & Main Announces Fiscal 2024 Second Quarter Results

threats; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; 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 that might restrict our operating flexibility; the limitations and restrictions in the agreements governing our indebtedness, the Amended and Restated Limited Partnership Agreement 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 28, 2024); increases in interest rates; 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; and risks related to other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024.

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 Announces Fiscal 2024 Second Quarter Results

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

Three Months EndedSix Months Ended
July 28, 2024July 30, 2023July 28, 2024July 30, 2023
Net sales$1,964 $1,861 $3,705 $3,435 
Cost of sales1,446 1,360 2,719 2,495 
Gross profit518 501 986 940 
Operating expenses:
Selling, general and administrative268 238 525 461 
Depreciation and amortization46 37 89 72 
Total operating expenses314 275 614 533 
Operating income204 226 372 407 
Interest expense36 22 70 39 
Income before provision for income taxes168 204 302 368 
Provision for income taxes42 40 75 71 
Net income126 164 227 297 
Less: net income attributable to non-controlling interests 7 54 13 101 
Net income attributable to Core & Main, Inc.$119 $110 $214 $196 
Earnings per share
Basic$0.62 $0.66 $1.11 $1.16 
Diluted$0.61 $0.66 $1.11 $1.15 
Number of shares used in computing EPS
Basic192,797,961 167,312,292 192,495,255 169,474,741 
Diluted202,667,354 228,983,281 202,640,993 236,375,917 


Core & Main Announces Fiscal 2024 Second Quarter Results

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

July 28, 2024January 28, 2024
ASSETS
Current assets:
Cash and cash equivalents$13 $1 
Receivables, net of allowance for credit losses of $18 and $12, respectively
1,294 973 
Inventories959 766 
Prepaid expenses and other current assets52 33 
Total current assets2,318 1,773 
Property, plant and equipment, net163 151 
Operating lease right-of-use assets206 192 
Intangible assets, net954 784 
Goodwill1,843 1,561 
Deferred income taxes559 542 
Other assets55 66 
Total assets$6,098 $5,069 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt$23 $15 
Accounts payable738 504 
Accrued compensation and benefits80 106 
Current operating lease liabilities61 55 
Other current liabilities110 94 
Total current liabilities1,012 774 
Long-term debt2,404 1,863 
Non-current operating lease liabilities146 138 
Deferred income taxes84 48 
Tax receivable agreement liabilities701 706 
Other liabilities31 16 
Total liabilities4,378 3,545 
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 192,642,689 and 191,663,608 shares issued and outstanding as of July 28, 2024 and January 28, 2024, respectively
2 2 
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 8,483,709 and 9,630,186 shares issued and outstanding as of July 28, 2024 and January 28, 2024, respectively
— — 
Additional paid-in capital1,225 1,214 
Retained earnings385 189 
Accumulated other comprehensive income32 46 
Total stockholders’ equity attributable to Core & Main, Inc.1,644 1,451 
Non-controlling interests76 73 
Total stockholders’ equity 1,720 1,524 
Total liabilities and stockholders’ equity$6,098 $5,069 

Core & Main Announces Fiscal 2024 Second Quarter Results

CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions, unaudited
Six Months Ended
July 28, 2024July 30, 2023
Cash Flows From Operating Activities:
Net income$227 $297 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization95 75 
Equity-based compensation expense7 5 
Deferred income tax expense5 2 
Other7 3 
Changes in assets and liabilities:
(Increase) decrease in receivables(263)(253)
(Increase) decrease in inventories(105)185 
(Increase) decrease in other assets(14)— 
Increase (decrease) in accounts payable203 113 
Increase (decrease) in accrued liabilities(36)(25)
Net cash provided by operating activities126 402 
Cash Flows From Investing Activities:
Capital expenditures(16)(15)
Acquisitions of businesses, net of cash acquired(596)(151)
Other(6)2 
Net cash used in investing activities(618)(164)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests(21)(473)
Distributions to non-controlling interest holders(7)(25)
Payments pursuant to Tax Receivable Agreements(11)(5)
Borrowings on asset-based revolving credit facility605 235 
Repayments on asset-based revolving credit facility(785)(120)
Issuance of long-term debt750 — 
Repayments of long-term debt(11)(8)
Debt issuance costs(14)— 
Other(2)1 
Net cash provided by (used in) financing activities504 (395)
Increase (decrease) in cash and cash equivalents12 (157)
Cash and cash equivalents at the beginning of the period1 177 
Cash and cash equivalents at the end of the period$13 $20 
Cash paid for interest (excluding effects of interest rate swap)$95 $59 
Cash paid for taxes84 61 

Core & Main Announces Fiscal 2024 Second Quarter Results

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America ("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 but not limited to (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.





Core & Main Announces Fiscal 2024 Second Quarter Results

No reconciliation of the estimated range for Adjusted EBITDA, Adjusted EBITDA margin or Operating Cash Flow Conversion for fiscal 2024 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.

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 EndedSix Months Ended
July 28, 2024July 30, 2023July 28, 2024July 30, 2023
Net income attributable to Core & Main, Inc.$119 $110 $214 $196 
Plus: net income attributable to non-controlling interest7 54 13 101 
Net income126 164 227 297 
Depreciation and amortization (1)
47 37 91 73 
Provision for income taxes42 40 75 71 
Interest expense36 22 70 39 
EBITDA$251 $263 $463 $480 
Equity-based compensation4 3 7 5 
Acquisition expenses (2)
2 3 4 3 
Offering expenses (3)
— 1 — 2 
Adjusted EBITDA$257 $270 $474 $490 

(Amounts in millions)Twelve Months Ended
July 28, 2024July 30, 2023
Net income attributable to Core & Main, Inc.$389 $361 
Plus: net income attributable to non-controlling interest72 198 
Net income461 559 
Depreciation and amortization (1)
167 146 
Provision for income taxes132 131 
Interest expense112 75 
EBITDA$872 $911 
Equity-based compensation12 9 
Acquisition expenses (2)
7 6 
Offering expenses (3)
3 3 
Adjusted EBITDA$894 $929 

(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 and expense recognition of purchase accounting fair value adjustments (excluding amortization).

(3)Represents costs related to secondary offerings reflected in SG&A expenses in our Statement of Operations.
Core & Main Announces Fiscal 2024 Second Quarter Results

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

(Amounts in millions)As of
July 28, 2024July 30, 2023
Senior ABL Credit Facility due February 2029
$250 $115 
Senior Term Loan due July 2028
1,455 1,470 
Senior Term Loan due February 2031
747 — 
Total Debt
$2,452 $1,585 
Less: Cash & Cash Equivalents
(13)(20)
Net Debt
$2,439 $1,565 
Twelve Months Ended Adjusted EBITDA
894 929 
Net Debt Leverage
2.7x1.7x


    
Core & Main Announces Fiscal 2024 Second Quarter Results
Fiscal 2024 Second Quarter Results SEPTEMBER 4, 2024

 
© 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. Som e 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 o r 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 28, 2024 (“Annual Report on Form 10-K”) and other factors discussed in our filings with the United States Securities and Exchange Commission, 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 dur ing 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 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 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; interruptions in the proper functioning of our and our third-party service providers’ information systems, including from cybersecurity threats; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; 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 that might restrict our operating flexibility; the limitations and restrictions in the agreements governing our indebtedness, the Amended and Restated Limited Partnership Agreement of Core & Main Holdings, LP as amended, and the Tax Receivable Agreements (each as defined in our Annual Report on Form 10-K); increases in interest rates; 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; 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 accounting principles generally accepted in the United States of America (“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 2024 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 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 July 28, 2024 and three months ended July 30, 2023 included 13 weeks and each of the six months ended July 28, 2024 and six months ended July 30, 2023 included 26 weeks. The current fiscal year ending February 2, 2025 (“fiscal 2024”) includes 53 weeks.

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 3 TODAY’S PRESENTERS Steve LeClair Chair & CEO Mark Witkowski Chief Financial Officer Robyn Bradbury SVP, Finance & Investor Relations Brad Cowles President

 
Business Update STEVE LECLAIR

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 17% 5 CORE & MAIN SNAPSHOT Key Stats Market Reach $10.8B Market Cap(1) $6.7B FY23 Net Sales $910M FY23 Adjusted EBITDA(2) 350+ Branches ~5,500 Employees 49 States 60K+ Customers ~5,000 Suppliers 200K+ SKUs Branch locations Market Share Product Mix $39B TAM(3) 67% 15% 10% 8% Pipes, Valves, & Fittings Storm Drainage Fire Protection Meters 42% 38% 20% Municipal Non-Residential Residential 50%50% New Construction Repair & Replacement Market Mix New Construction vs. Repair & Replace (1) As of July 28, 2024. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. (3) Based on independent third-party research and management estimates. Leader in Advancing Reliable Infrastructure with Local Service, Nationwide $1.1B FY23 Operating Cash Flow Headquarters

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. GROWING NEED FOR WATER INFRASTRUCTURE REPAIR & REPLACEMENT 6 C- DRINKING WATER 2021 American Society of Civil Engineers Infrastructure Report Card 20% water mains past their useful life; up from 16% in 2018(1) 13 million impaired acres of lakes, reservoirs and ponds due to polluted stormwater runoff(2) $2.2 trillion estimated spending required for repairs and upgrades over next 20 years(3) 260K water main breaks per year with repairs costing ~$2.6B annually(1) D STORMWATER D+ WASTEWATER (1) Source: Professor Steven L. Barfuss, P.E., Utah State University Water Research Labratory (December 2023), ‘’Water Main Break Rates in the USA and Canada: A Comprehensive Study.” (2) Source: American Society of Civil Engineers (2021), “Report Card for America’s Infrastructure.” (3) Source: U.S. Water Alliance, August 2020, “Value of Water Campaign.” 2.1 trillion gallons of drinking water lost from leaking pipes each year, equating to ~$8B in lost utility revenue(2) Increasing Frequency of Severe Weather Events Exacerbating the Need for Aged Infrastructure Repairs

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 7 ▪ Industry volumes impacted by wet and disruptive weather in Q2 ▪ Strong growth in residential lot development that slowed late in the quarter ▪ Municipal repair & replacement activity slower than expected ▪ Non-residential project starts challenged by current funding environment Operations ▪ Completed organizational realignment, adding new perspectives and expertise to our growth and margin initiatives ▪ Expanded footprint into Canada through the acquisition of HM Pipe Products ▪ Integration of recent acquisitions progressing as anticipated ▪ Meter sales initiative continues to outpace core market growth, with strong shipments and a growing backlog ▪ Achieved strong performance in private label and sourcing initiatives ▪ Maintain a deep and expanding M&A pipeline to fuel long-term growth Q2 2024 BUSINESS UPDATE End Markets Growth & Margin Initiatives

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Status Closed April 2024 Closed May 2024 Closed August 2024 Signed August 2024 Signed August 2024 # of Locations 1 1 2 4 1 Geography Texas Kentucky Ontario, Canada Florida, Georgia & Mississippi Texas Product Lines Pipes, Valves & Fittings Meters Pipes, Valves & Fittings Pipes, Valves & Fittings Storm Drainage Geosynthetics & Erosion Control Pipe, Valves & Fittings Meters 8 DRIVING SUSTAINABLE GROWTH THROUGH M&A Geothermal Supply Company HM Pipe Products GroGreen Solutions Green Equipment Company EGW Utilities International Expansion

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $242 $621 FY14 LTM Q2'24 ESTABLISHING CORE & MAIN AS THE LEADING PROVIDER OF ADVANCED METERING SOLUTIONS 9 ▪ Our smart utility offering provides municipal customers with customized product and service offerings tailored to their unique metering needs ▪ We provide Advanced Metering Infrastructure designed to accurately measure water and detect leaks ▪ We offer project management services to seamlessly integrate with a utility’s existing hardware and software systems ▪ Our smart metering solutions are scalable, making them suitable for utilities of all sizes …While Driving Transformational GrowthSupporting Municipalities with our Advanced Metering Capabilities… ($ in Millions) +9% CAGR Meter Product Sales

 
Financial Results MARK WITKOWSKI

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $0.66 $0.61 Q2'23 Q2'24 11 Q2 2024 FINANCIAL RESULTS Net Sales Gross Profit Adjusted EBITDA(1) Diluted Earnings Per Share ($ in Millions, Except Per Share Amounts) (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. $1,861 $1,964 Q2'23 Q2'24 $501 $518 Q2'23 Q2'24 $270 $257 Q2'23 Q2'24 26.9%% Margin +6% (50 bps) 26.4% +3% 14.5% (140 bps) 13.1%% Margin(1) (8%) (5%)

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $257 ($139) ($48) ($37) $15 $48 Q2'24 Adjusted EBITDA Working Capital Interest Taxes Other Q2'24 Operating Cash Flow Operating Cash Flow Capital Structure 12 CASH FLOW & BALANCE SHEET ($ in Millions) (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 inc lude the portion of our tax obligation distributed to non-controlling interest holders as a financing cash outflow. (3) Carries interest at term secured overnight financing rate ("Term SOFR") plus a margin ranging from 125 to 175 basis points, depending on borrowing capacity. (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) Does not give pro forma effect to acquisitions. (6) The notional amount decreases to $700 million on July 27, 2025 through the instrument maturity on July 27, 2026. (7) The notional amount increases to $1,500 million on July 27, 2026 through the instrument maturity on July 27, 2028. Facility Maturity Interest Rate As of 7/28/24 Senior ABL Credit Facility 2/9/29 S + 125(3) $250 Senior Term Loan due 2028 7/27/28 S + 200 1,455 Senior Term Loan due 2031 2/9/31 S + 225 747 Total Debt $2,452 Net Debt Leverage(4)(5) 2.7x Total Liquidity $999 Interest Rate Swaps Summary of Terms Swap #1 Swap #2 Term SOFR Swap Rate 0.693% 3.913% Notional Amount $800(6) $750(7) Maturity 7/27/26 7/27/28(1) (2)

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2024 OUTLOOK 13 Metric Outlook Net Sales % Growth vs. FY23 $7.3B - $7.4B +9% to +10% Adjusted EBITDA % Growth vs. FY23 $900M - $930M -1% to +2% Adjusted EBITDA Margin 12.3% - 12.6% Operating Cash Flow Conversion(1) 65% - 75% Considerations (1) Defined as net cash provided by (used in) operating activities divided by Adjusted EBITDA for the period presented. ▪ Revising sales outlook due to weather impacts in a seasonally significant quarter and sluggish end markets ▪ Expect end-market volumes to be flat to down low single digits in FY24 as high interest rates continue to impact economic growth ▪ Anticipate 8% - 9% net sales growth from acquisitions that have already closed ▪ Raising expectation for operating cash flow conversion as a result of disciplined working capital management ▪ Expect to remain acquisitive, supported by our robust M&A pipeline and ample investment capacity ▪ Committed to returning capital to shareholders and maintaining a strong balance sheet

 
Appendix

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 15 Q2 2024 WEATHER ACTIVITY (1) Source: National Oceanic and Atmospheric Administration National Centers for Environmental Information. Persistent Precipitation Limits the Number of Working Days for Underground Utility Construction Precipitation Departures from Average(1) (May - July 2024 | Average Period: 1901 - 2000)

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAPITAL ALLOCATION FRAMEWORK 16 Priority Uses for Capital Organic Growth & Operational Initiatives M&A Share Repurchases or Dividends Capital Allocation Framework ▪ Expect future capital expenditures to average ~0.5% – 0.6% of net sales ▪ Maintain a robust M&A pipeline and a disciplined approach to sourcing, acquiring and integrating businesses ▪ Deploy surplus capital towards share repurchases and/or dividends, subject to board approval Operating Cash Flow Target ~60% – 70% of Adjusted EBITDA Maintain Flexible Balance Sheet with Net Debt Leverage Target of 1.5x – 3.0x

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 17

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. ▪ Landscape & Construction Supplies ▪ UPSCO ▪ Midwest Pipe Supply ▪ Foster Supply ▪ D'Angelo Company ▪ Enviroscape ▪ Granite Water Works ▪ Lee Supply Company ▪ Minnesota Pipe & Equipment ▪ STL Fab & Supply ▪ DOT Sales ▪ Finish Line Systems ▪ DCL Fabrication & Supply ▪ Maskell Pipe & Supply ▪ Long Island Pipe Supply ▪ J&J Supply / Erosion Resources & Supply ▪ R&B Company ▪ Water Works Supply ▪ Triple T Pipe & Supply ▪ Pacific Pipe ▪ L&M Bag and Supply ▪ CES Industrial Piping Supply ▪ Catalone Pipe & Supply ▪ Dodson Engineered Products ▪ Lock City Supply ▪ Earthsavers Erosion Control ▪ Inland Water Works Supply ▪ Trumbull ▪ Distributors ▪ Lanier Municipal Supply Co. ▪ Eastern Supply ▪ Dana Kepner ▪ ACF West ▪ EGW Utilities ▪ Geothermal Supply Company ▪ HM Pipe Products ▪ GroGreen Solutions(1) ▪ Green Equipment Company(1) 18 COMPOUNDING GROWTH THROUGH M&A ▪ 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 ▪ 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 ~$1.7B of Capital Deployed on 35+ Acquisitions Since 2017 Maximize Market Presence Drive Value Creation Leverage Entrepreneurial Culture 2017 2018 2019 2020 2021 2022 2023 2024 YTD (1) Signed but not yet closed.

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Pipes, Valves & Fittings Meters $55B to expand access to clean drinking water $13.5B $50B to protect against droughts, floods, heat and wildfires, in addition to major investments in weatherization and cybersecurity $2.5B Pipes, Valves & Fittings Storm Drainage $110B to repair roads and bridges and support major transformational projects $1.0B Storm Drainage Erosion Control $25B to create more modern, resilient and sustainable airport infrastructure $0.2B Fire Protection Core & Main Serviceable Opportunity / Representative Product Lines 19 CRITICAL INVESTMENTS FROM THE INFRASTRUCTURE INVESTMENT & JOBS ACT

 
© 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 and expense recognition of purchase accounting fair value adjustments (excluding amortization). (3) Represents costs related to secondary offerings reflected in SG&A expenses in our Statement of Operations. ($ in Millions) Adjusted EBITDA & Adjusted EBITDA Margin Three Months Ended Six Months Ended July 28, 2024 July 30, 2023 July 28, 2024 July 30, 2023 July 28, 2024 January 28, 2024 July 30, 2023 Net income attributable to Core & Main, Inc. 119$ 110$ 214$ 196$ 389$ 371$ 361$ Plus: net income attributable to non-controlling interest 7 54 13 101 72 160 198 Net income 126 164 227 297 461 531 559 Depreciation and amortization (1) 47 37 91 73 167 149 146 Provision for income taxes 42 40 75 71 132 128 131 Interest expense 36 22 70 39 112 81 75 EBITDA 251$ 263$ 463$ 480$ 872$ 889$ 911$ Equity-based compensation 4 3 7 5 12 10 9 Acquisition expenses (2) 2 3 4 3 7 6 6 Offering expenses (3) - 1 - 2 3 5 3 Adjusted EBITDA 257$ 270$ 474$ 490$ 894$ 910$ 929$ Adjusted EBITDA Margin: Net Sales 1,964$ 1,861$ 3,705$ 3,435$ 6,972$ 6,702$ 6,627$ Adjusted EBITDA / Net Sales 13.1% 14.5% 12.8% 14.3% 12.8% 13.6% 14.0% Twelve Months Ended

 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 21 ($ in Millions) Net Debt Leverage July 28, 2024 July 30, 2023 Senior ABL Credit Facility due February 2029 250$ 115$ Senior Term Loan due July 2028 1,455 1,470 Senior Term Loan due February 2031 747 - Total Debt 2,452 1,585 Less: Cash & Cash Equivalents (13) (20) Net Debt 2,439$ 1,565$ Twelve Months Ended Adjusted EBITDA 894 929 Net Debt Leverage 2.7x 1.7x As of

 
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Cover
Sep. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 04, 2024
Entity Registrant Name Core & Main, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40650
Entity Tax Identification Number 86-3149194
Entity Address, Address Line One 1830 Craig Park Court
Entity Address, City or Town St. Louis
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63146
City Area Code 314
Local Phone Number 432-4700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.01 per share
Trading Symbol CNM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001856525
Amendment Flag false
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