Core & Main : Q1 2024 Earnings

Fiscal 2024 First Quarter Results

JUNE 4, 2024

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 mark et 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 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 competitivel y 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 limited 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 go odwill, intangible assets or other long-lived assets; our ability to continue our customer relationships with short-term contracts; risks associated with importing and 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 Unite d 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 pr esented 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 inc ome 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 Compan y. 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 April 28, 2024, and three months ended April 30, 2023, included 13 weeks. The current fiscal year ending Februar y 2, 2025 ("fiscal 2024") includes 53 weeks.

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TODAY'S PRESENTERS

Steve LeClair	Mark Witkowski	Robyn Bradbury
Chair & CEO	Chief Financial Officer	SVP, Finance & Investor Relations

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Business Update

STEVE LECLAIR

CORE & MAIN SNAPSHOT

Key Stats

Market Reach(1)

$11.5B

$6.7B

$910M

$1.1B

350+

~5,500

49

60K+

~5,000

200K+

Market Cap(1)

FY23 Net Sales

FY23 Adjusted EBITDA(2)

FY23 Operating Cash Flow

Branches

Employees

States

Customers

Suppliers

SKUs

Market Share

Product Mix

17%

8%

Pipes, Valves, &

10%

Fittings

Storm Drainage

$39B

15%

Fire Protection

TAM(3)

67%

Meters

Market Mix

New Construction vs. Repair & Replace

20%

Municipal

New

42%

Non-Residential

Construction

50%

50%

Repair &

Headquarters

Replacement

Residential

Branch locations

38%

Leader in Advancing Reliable Infrastructure with Local Service, Nationwide

(1) As of April 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.

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BUSINESS UPDATE

End Markets			Growth Initiatives			Margins
▪ End market demand healthy		▪	Strong execution across		▪	As expected, underlying
with backlog and bidding			organic growth initiatives to			product margins impacted
activity both trending			deliver above market growth			by normalizing inventory
positively						costs
		▪	Recent acquisitions driving
▪ Beginning to see projects			robust contribution to net		▪	Continue to benefit from
funded by the Infrastructure			sales growth			margin initiatives and M&A
Investment and Jobs Act in						synergies
certain parts of the country

Cash Flow &

Capital Allocation

• Achieved positive operating cash flow in a historically lower cash generation quarter
• Continue to prioritize investments in growth, deploying >$600M of capital to close 5 acquisitions during and after the quarter
• Maintain ample liquidity to continue executing growth strategies

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DRIVING SUSTAINABLE GROWTH THROUGH M&A

Eastern Supply

Dana Kepner

ACF West

EGW Utilities

Geothermal Supply

Status

Closed February 2024

Closed March 2024

Closed April 2024

Closed April 2024

Closed May 2024

# of Locations

2

21

6

1

1

Arizona, Colorado,

Connecticut,

Oregon, Washington,

Geography

Virginia, Pennsylvania

Massachusetts,

Texas

Kentucky

Idaho, Utah

Nevada, Rhode Island,

Texas, Wyoming

Pipes, Valves & Fittings

Geosynthetics &

Pipes, Valves & Fittings

Product Lines

Storm Drainage

Storm Drainage

Pipes, Valves & Fittings

Erosion Control

Meters

Meters

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Financial Results

MARK WITKOWSKI

Q1 2024 FINANCIAL RESULTS

($ in Millions, Except Per Share Amounts)

Net Sales

$1,574	$1,741
+11%

% Margin

Q1'23Q1'24

Adjusted EBITDA(1)

	$220		$217
		(1%)
% Margin(1)	14.0%	(150 bps)	12.5%

Q1'23Q1'24

1. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure.
   © Core & Main All Rights Reserved. Confidential and Proprietary Information.

Gross Profit

$439		$468
+7%
27.9%	(100 bps)	26.9%

Q1'23Q1'24

Diluted Earnings Per Share

$0.50$0.49

(2%)

Q1'23Q1'24

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CASH FLOW & BALANCE SHEET

($ in Millions)

Operating Cash Flow

	Q1'23	Q1'24	Δ
Adjusted EBITDA(1)	$220	$217	($3)
Working Capital	(52)	(76)	(24)
Cash Taxes(2)	(27)	(47)	(20)
Cash Interest	(18)	(21)	(3)
Other	(3)	5	8
Operating Cash Flow	$120	$78	($42)

Capital Structure

Facility	Maturity	Interest Rate	Q1'23	Q1'24
Senior ABL Credit Facility	2/9/29	S + 125(3)	$130	$241
Senior Term Loan due 2028	7/27/28	S + 200	1,474	1,459
Senior Term Loan due 2031	2/9/31	S + 225	-	749
Total Debt			$1,604	$2,449
Net Debt Leverage(4)(5)			1.7x	2.7x

Liquidity		Interest Rate Swaps

ABL Facility Available		Cash & Cash Equivalents

$1,109$1,023

Q1'23Q1'24

Summary of Terms	Swap #1	Swap #2
Term SOFR Swap Rate	0.693%	3.913%
Notional Amount	$900(6)	$750(7)
Maturity	7/27/26	7/27/28

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) 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 in either the current or prior year period. (6) The notional amount decreases to $800 million on July 27, 2024 and $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.

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