UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40650 Core & Main, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizati ...

Core & Main, Inc. (NYSE:CNM) Q3 2021 Earnings Conference Call December 7, 2021 8:30 AM ET Company Participants Robyn Bradbury – Vice President of Investor Relations and FP&A Steve LeClair – Chief Executive Officer Mark Witkowski – Chief Financial Officer Conference Call Participants David Manthey – Baird Jamie Cook – Credit Suisse Matthew Bouley – Barclays Kathryn Thompson – Thompson Research Group Nigel Coe – Wolfe Research Mike Dahl – RBC Capital Markets Patrick Baumann – JPMorgan Joe Ritchie – Goldman Sa ...

Fiscal 2021 Third Quarter Financial Results DECEMBER 7, 2021 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. 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 opti ...

Part I [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The company's financial statements reflect significant changes post-IPO and Reorganization Transactions, with net sales growing 33.7% to $3.76 billion and long-term debt decreasing from $2.25 billion to $1.46 billion [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $4.38 billion, liabilities decreased to $2.62 billion due to debt reduction, and equity rose to $1.76 billion post-IPO Condensed Consolidated Balance Sheet Highlights (in millions) | Account | Oct 31, 2021 | Jan 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $1,696.9 | $1,337.1 | | Goodwill | $1,515.4 | $1,452.7 | | **Total Assets** | **$4,380.8** | **$3,923.7** | | **Liabilities & Equity** | | | | Total current liabilities | $842.6 | $522.3 | | Long-term debt | $1,459.0 | $2,251.7 | | **Total Liabilities** | **$2,622.1** | **$3,123.0** | | **Total Stockholders' Equity** | **$1,758.7** | **$800.7** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales grew 38.7% to $1.40 billion in Q3 and 33.7% to $3.76 billion year-to-date, with net income significantly increasing despite a $50.7 million debt extinguishment loss Statement of Operations Highlights (in millions, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $1,404.8 | $1,012.5 | $3,757.5 | $2,810.5 | | Gross Profit | $370.6 | $244.4 | $952.6 | $674.2 | | Operating Income | $147.5 | $64.7 | $316.4 | $152.9 | | Net Income | $109.3 | $21.6 | $146.2 | $36.5 | | Diluted EPS | $0.39 | N/A | $0.26 | N/A | - A loss on debt modification and extinguishment of **$50.7 million** was recognized in the nine months ended October 31, 2021, due to refinancing activities[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow shifted to a **$66.2 million** use, while financing activities used **$120.9 million** despite **$763.2 million** in IPO proceeds, primarily due to debt repayments Cash Flow Summary (in millions) | Activity | Nine Months Ended Oct 31, 2021 | Nine Months Ended Nov 1, 2020 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(66.2) | $154.2 | | Net cash used in investing activities | $(188.9) | $(225.3) | | Net cash (used in) provided by financing activities | $(120.9) | $223.1 | | **(Decrease) increase in cash** | **$(376.0)** | **$152.0** | - Financing activities included **$763.2 million** in proceeds from the IPO and underwriters' option, which were used alongside new debt issuance of **$1.5 billion** to repay **$2.31 billion** of existing long-term debt[28](index=28&type=chunk) [Notes to the Condensed Consolidated Financial Statements (unaudited)](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Notes detail the July 2021 IPO, significant debt refinancing leading to a **$50.7 million** loss, **$162.5 million** in acquisitions, and the recording of a **$91.8 million** Tax Receivable Agreement payable - On July 27, 2021, the company completed its IPO of **34,883,721 shares** at **$20.00 per share**, receiving net proceeds of approximately **$663.7 million**[31](index=31&type=chunk) - The company acquired L&M Bag & Supply for up to **$60.0 million** and Pacific Pipe for up to **$102.5 million** during the quarter[54](index=54&type=chunk)[56](index=56&type=chunk) - In connection with the IPO, the company entered into Tax Receivable Agreements and recorded a **$91.8 million** payable to related parties under the Former Limited Partners Tax Receivable Agreement[43](index=43&type=chunk)[85](index=85&type=chunk) - A loss on debt modification and extinguishment of **$50.7 million** was recorded for the nine months ended October 31, 2021, following significant refinancing transactions[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong Q3 2021 performance to price inflation and market growth, with net sales up 38.7% and Adjusted EBITDA increasing 83.4% to **$189.1 million**, while maintaining strong liquidity post-refinancing [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Q3 2021 net sales increased **38.7%** to **$1.40 billion**, driven by price inflation and volume, with gross profit up **51.6%** and operating income more than doubling to **$147.5 million** Quarterly Performance vs. Prior Year (Q3 2021 vs Q3 2020) | Metric | Q3 2021 | Q3 2020 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $1,404.8M | $1,012.5M | +$392.3M | +38.7% | | Gross Profit | $370.6M | $244.4M | +$126.2M | +51.6% | | Gross Margin | 26.4% | 24.1% | +230 bps | - | | Operating Income | $147.5M | $64.7M | +$82.8M | +128.0% | | Net Income | $109.3M | $21.6M | +$87.7M | +406.0% | | Adjusted EBITDA | $189.1M | $103.1M | +$86.0M | +83.4% | - Net sales growth was primarily driven by price inflation, which accounted for approximately **two-thirds** of the increase in the third quarter and about **half** of the increase for the nine-month period[158](index=158&type=chunk)[174](index=174&type=chunk) - Gross margin expansion was attributed to strategic inventory investments ahead of price increases, a favorable pricing environment, and accretive acquisitions[161](index=161&type=chunk)[177](index=177&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$841.0 million** available under its ABL Credit Facility, having used **$755.4 million** in IPO proceeds and new debt to refinance existing obligations - As of October 31, 2021, total liquidity was strong with **$4.9 million** in cash and **$841.0 million** of borrowing availability under the ABL Credit Facility[190](index=190&type=chunk) - Net cash used in operating activities was **$66.2 million** for the nine months ended Oct 31, 2021, primarily due to higher investment in working capital driven by strong sales growth and strategic inventory purchases[195](index=195&type=chunk) - The company entered into a new interest rate swap on July 27, 2021, to fix the rate on a notional amount of **$1.0 billion** of its variable-rate Senior Term Loan Facility, resulting in an effective fixed rate of **3.24%**[202](index=202&type=chunk) [Non-GAAP Financial Measures](index=53&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA, a key non-GAAP metric, increased **83.4%** to **$189.1 million** in Q3 2021 and **67.4%** to **$453.4 million** year-to-date, reflecting strong operational performance Reconciliation of Net Income to Adjusted EBITDA (in millions) | Line Item | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $109.3 | $21.6 | $146.2 | $36.5 | | D&A | $36.1 | $35.5 | $105.2 | $105.2 | | Provision for income taxes | $24.9 | $7.5 | $34.2 | $12.6 | | Interest expense | $13.0 | $35.6 | $85.3 | $103.8 | | **EBITDA** | **$183.3** | **$100.2** | **$370.9** | **$258.1** | | Loss on debt modification | $0.3 | $— | $50.7 | $— | | Equity-based compensation | $2.7 | $1.1 | $22.2 | $3.1 | | Acquisition expenses | $2.8 | $1.8 | $6.0 | $9.6 | | IPO expenses | $— | $— | $3.6 | $— | | **Adjusted EBITDA** | **$189.1** | **$103.1** | **$453.4** | **$270.8** | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces interest rate risk on its **$1.5 billion** variable-rate debt, commodity price risk, and manages credit risk through a diverse customer base - The company is exposed to interest rate risk on its **$1,496.3 million** of variable-rate debt; a **1%** change in interest rates would impact annual interest expense by approximately **$15.0 million**, excluding the effect of its interest rate swap[230](index=230&type=chunk) - Price risk from commodity-based products (e.g., PVC, ductile iron, HDPE) is a key exposure, mitigated through purchasing economies, inventory management, and passing price changes to customers[232](index=232&type=chunk) - Credit risk is considered low due to a diverse customer base of approximately **60,000**, with the **50 largest customers** making up only **10%** of fiscal 2020 net sales[231](index=231&type=chunk)[150](index=150&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of October 31, 2021, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of October 31, 2021, the company's disclosure controls and procedures were effective at the reasonable assurance level[234](index=234&type=chunk) - No changes occurred during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[235](index=235&type=chunk) Part II [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, none of which are expected to have a material adverse effect on its financial condition or operations - The company states that it does not expect any existing legal claims or proceedings, individually or in aggregate, to have a material adverse effect on its business, financial condition, or results of operations[239](index=239&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Prospectus - No material changes have been made to the risk factors disclosed in the company's Prospectus[240](index=240&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered equity sales, detailing the use of **$755.4 million** in IPO net proceeds for debt redemption and general corporate purposes, consistent with its prospectus - The company sold a total of **40,116,279 shares** of Class A common stock in its IPO and the underwriters' overallotment option exercise, generating aggregate net proceeds of approximately **$755.4 million**[242](index=242&type=chunk) - The net proceeds were used to redeem the Senior 2024 and 2025 Notes, repay the Prior Term Loan Facility, and for general corporate purposes, with no material change from the use of proceeds described in the Prospectus[242](index=242&type=chunk)

Core & Main, Inc. (NYSE:CNM) Q2 2021 Earnings Conference Call September 14, 2021 8:30 AM ET Company Participants Robyn Bradbury - VP of IR and FP&A Steve LeClair - CEO Mark Witkowski - CFO Conference Call Participants David Manthey - Robert W. Baird Jamie Cook - Credit Suisse Keith Hughes - Truist Securities Pat Bowman - JPMorgan Joe Ritchie - Goldman Sachs Matthew Bouley - Barclays Capital Kathryn Thompson - Thompson Research Group Anthony Pettinari - Citi Nigel Coe - Wolfe Research Mike Dahl - RBC Capital ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40650 Core & Main, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or orga ...