Part I [Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements for the three-month period ended April 30, 2023, covering key financial positions, performance, and cash flows, with accompanying notes Condensed Consolidated Balance Sheet Highlights (in millions) | Account | April 30, 2023 | January 29, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$4,929** | **$4,909** | | Total current assets | $2,166 | $2,211 | | Goodwill | $1,536 | $1,535 | | **Total Liabilities** | **$2,737** | **$2,499** | | Long-term debt | $1,571 | $1,444 | | **Total Stockholders' Equity** | **$2,192** | **$2,410** | Condensed Consolidated Statements of Operations (in millions, except per share data) | Metric | Three Months Ended April 30, 2023 | Three Months Ended May 1, 2022 | | :--- | :--- | :--- | | Net sales | $1,574 | $1,598 | | Gross profit | $439 | $421 | | Operating income | $181 | $180 | | Net income | $133 | $137 | | Net income attributable to Core & Main, Inc. | $86 | $86 | | Diluted EPS | $0.50 | $0.50 | Condensed Consolidated Statements of Cash Flows (in millions) | Activity | Three Months Ended April 30, 2023 | Three Months Ended May 1, 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $120 | $(37) | | Net cash used in investing activities | $(74) | $(11) | | Net cash (used in) provided by financing activities | $(222) | $48 | - In April 2023, the company completed the acquisition of UPSCO, Inc. for **$40 million**, with other acquisitions totaling **$32 million** during the quarter, all funded with cash[64](index=64&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk) - Concurrently with a secondary offering in April 2023, the company repurchased **9.4 million shares** of Class A common stock and **5.6 million shares** of Class B common stock for a total consideration of **$332 million**[34](index=34&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's first-quarter fiscal 2023 financial performance, highlighting a slight decrease in net sales offset by improved gross profit margins and a strong liquidity position Q1 2023 vs Q1 2022 Performance Summary (in millions) | Metric | Q1 2023 | Q1 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $1,574 | $1,598 | $(24) | (1.5)% | | Gross Profit | $439 | $421 | $18 | 4.3% | | Operating Income | $181 | $180 | $1 | 0.6% | | Net Income | $133 | $137 | $(4) | (2.9)% | | Adjusted EBITDA | $220 | $219 | $1 | 0.5% | - Net sales experienced a **1.5% decrease** primarily due to reduced residential lot development and seasonality, partially offset by higher selling prices and acquisitions, while meter product sales grew **8.4%** due to smart meter adoption[106](index=106&type=chunk)[107](index=107&type=chunk) - Gross profit margin improved to **27.9%** from **26.3%** in the prior-year period, driven by strategic inventory investments, gross margin initiatives, and accretive acquisitions[109](index=109&type=chunk) - Operating cash flow significantly improved to **$120 million** provided by operations, compared to **$37 million** used in the prior year, primarily due to a smaller inventory investment as product lead times became more predictable[122](index=122&type=chunk) - As of April 30, 2023, the company held **$1 million** in cash and approximately **$1,108 million** available under its Senior ABL Credit Facility, ensuring sufficient liquidity for at least the next 12 months[118](index=118&type=chunk)[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section outlines the company's exposure to market risks, primarily interest rate, credit, and price risks, and the strategies employed to mitigate them - The company is exposed to interest rate risk with **$1,604 million** in variable-rate debt as of April 30, 2023, where a one percentage point change in interest rates would alter annual interest expense by approximately **$15 million**, excluding swap impacts[141](index=141&type=chunk) - Credit risk is mitigated by a diverse customer base, with the 50 largest customers contributing only about **12%** of net sales in fiscal 2022[142](index=142&type=chunk) - The company manages price risk from product cost fluctuations through purchasing economies, inventory management, and passing cost increases to customers[143](index=143&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of April 30, 2023, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of the end of the reporting period[144](index=144&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the fiscal quarter[146](index=146&type=chunk) Part II [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings, though it is involved in ordinary course litigation, including product liability claims - The company is **not currently party to any material legal proceedings** but is subject to ordinary course litigation, including personal injury, workers' compensation, and product liability claims[150](index=150&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section indicates that there have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended January 29, 2023 - There have been **no material changes** from the risk factors disclosed in the company's Fiscal 2022 Annual Report on Form 10-K[151](index=151&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities and details repurchases of Class A common stock during the quarter, including a significant repurchase transaction in April 2023 Issuer Purchases of Equity Securities (Q1 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 30 - Feb 28 | 19,110 | $23.02 | | Mar 1 - Mar 31 | 18,784 | $21.49 | | Apr 1 - Apr 30 | 9,384,946 | $22.15 | | **Total** | **9,422,840** | **$22.15** | - Repurchases included **9,377,183 shares** of Class A common stock at **$22.151 per share** on April 14, 2023, as part of the Repurchase Transaction, which also involved repurchasing **5,622,817 shares** of Class B common stock for no additional consideration[154](index=154&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports that there were no defaults upon its senior securities during the period - There were no defaults upon senior securities during the period[155](index=155&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable to the company's operations[156](index=156&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company reports no other information required to be disclosed under this item for the period - No other information is required to be disclosed under this item for the period[157](index=157&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Purchase and Redemption Agreement, CEO/CFO certifications, and Inline XBRL documents - A list of exhibits filed with the report is provided, including the Purchase and Redemption Agreement, CEO/CFO certifications, and XBRL data files[158](index=158&type=chunk)

Core & Main, Inc. (NYSE:CNM) Q4 2022 Earnings Conference Call March 28, 2023 8:30 AM ET Company Participants Robyn Bradbury - Vice President, Finance, and Investor Relations Steve LeClair - Chief Executive Officer Mark Witkowski - Chief Financial Officer Conference Call Participants Jamie Cook - Credit Suisse Kathryn Thompson - Thompson Research Mike Dahl - RBC Capital Markets Dave Manthey - Baird Nigel Coe - Wolfe Research Vivek Srivastava - Goldman Sachs Asher Sohnen - Citi Elizabeth Langan - Barclays Pat ...

8 Attractive financial profile with efficient operating model © Core & Main All Rights Reserved. Confidential and Proprietary Information. 18 OUR APPROACH TO M&A | --- | --- | --- | --- | --- | --- | --- | --- | |-------------|-------------|--------------|---------------|-----------------------------------------|------------|------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Market Overview - Core & Main estimates its addressable market for water, wastewater, storm drainage, and fire protection products in the U.S. to be approximately $40 billion in annual sales for fiscal 2022[55]. - The company estimates that its net sales represented approximately 17% of the $40 billion addressable market in fiscal 2022[83]. - Approximately 39% of the company's net sales in fiscal 2022 were related to the municipal market, highlighting its dependence on municipal infrastructure spending[131]. Sales Breakdown - For fiscal 2022, approximately 39% of net sales were derived from the municipal construction sector, 39% from non-residential construction, and 22% from residential construction[1]. - Approximately 22% and 39% of the company's net sales in fiscal 2022 were directly related to the U.S. residential and non-residential construction markets, respectively[97]. - The company estimates that around 39% of its net sales in fiscal 2022 were linked to clean water and wastewater infrastructure, storm drainage, and fire protection systems supporting U.S. non-residential construction activity[102]. Product Categories - Pipes, valves, and fittings accounted for approximately 68% of net sales in fiscal 2022[79]. - Storm drainage products accounted for approximately 14% of net sales, while fire protection products accounted for about 11% of net sales in fiscal 2022[110][111]. - The company’s products include smart meter systems and fusible HDPE piping solutions, enhancing its offerings in the infrastructure sector[246]. Growth Strategy - The company plans to replicate successful expansion in underpenetrated geographies to drive future growth[58]. - Core & Main's strategic accounts program, which focuses on large-scale projects, represented less than 5% of fiscal 2022 net sales, indicating potential for growth in this area[76]. - The company utilizes its geographic footprint and customer relationships to introduce new products and technology, targeting underpenetrated product categories for growth[107]. Operational Efficiency - The company aims to enhance margins through pricing analytics and optimization of system-wide pricing, which could lead to long-term margin expansion[60]. - Gross margin improved by approximately 290 basis points from fiscal 2020 to fiscal 2022, driven by private label product expansion and category management optimization[105]. - The company is expanding its direct sourcing and distribution capabilities to drive further margin expansion in the future[105]. Customer Base - The company has a fragmented customer base of approximately 60,000 customers, with the top 50 customers representing about 12% of net sales in fiscal 2022[113]. - The company has a branch network that connects large suppliers with smaller volume customers, with each branch carrying approximately 4,500 SKUs on average[118]. Workforce - As of January 29, 2023, the company employed approximately 4,500 associates, including 1,700 in sales positions and 250 in branch management[121]. - The sales force includes approximately 550 field sales representatives with an average of over 13 years of experience in relevant industries[120]. - The company focuses on attracting and retaining talent through competitive compensation and training programs, contributing to low turnover rates[122]. Financial Risks - The company is subject to inventory management risks, which can impact sales opportunities and gross margins[133]. - The company faces competitive pressures in a fragmented market, with only one major national competitor and various regional and local competitors[134]. - Approximately 98% of the company's net sales volume in fiscal 2022 was facilitated through credit sales to customers whose ability to pay is dependent on economic strength[138]. Supply Chain and Regulatory Challenges - Supply chain constraints have led to increased pressure on the company's operations, resulting in significant inflation throughout fiscal 2022[141]. - Regulatory changes could increase the company's costs and impact its operations, particularly in relation to environmental and safety regulations[143]. - The company is dependent on third-party freight carriers, and a shortage of qualified drivers could impact product delivery and operational efficiency[170]. Debt and Financing - As of January 29, 2023, total consolidated indebtedness was $1,478 million, with $198 million in outstanding lease commitments[188]. - The company had the ability to borrow $1,238 million under the Senior ABL Credit Facility, subject to borrowing base availability[188]. - A one percentage point increase in interest rates would result in an approximately $27 million increase in annual interest expense on the Senior ABL Credit Facility and the Senior Term Loan Facility[190]. Corporate Governance and Ownership - CD&R Investors beneficially own approximately 65.4% of the combined voting power of the company's common stock, allowing them to control significant corporate actions[203]. - The company is classified as a "controlled company," with CD&R Investors holding a majority of the voting power, which allows it to rely on exemptions from certain corporate governance requirements[237]. - The company’s Certificate of Incorporation includes anti-takeover provisions that may discourage changes in management or control, potentially affecting the market price of its Class A common stock[235]. Stock and Market Performance - The market price of Class A common stock may be volatile and could decline, affecting liquidity and trading[228]. - Future sales of shares by the company or existing stockholders could lead to a decline in stock price[230]. - The company currently does not have an approved plan to pay dividends on its Class A common stock, intending to use future earnings for debt repayment and business development[206].

Core & Main, Inc. (NYSE:CNM) Q3 2022 Earnings Conference Call December 13, 2022 8:30 AM ET Company Participants Robyn Bradbury - Vice President, Finance and Investor Relations Steve LeClair - Chief Executive Officer Mark Witkowski - Chief Financial Officer Conference Call Participants Matthew Bouley - Barclays David Manthey - Baird Kathryn Thompson - Thompson Research Group Mike Dahl - RBC Capital Markets Keith Hughes - Truist Securities Vivek Srivastava - Goldman Sachs Patrick Baumann - JPMorgan David Ridl ...

Fiscal 2022 Third Quarter Results DECEMBER 13, 2022 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 facts contained in our accompanying Quarterly Report on Form 10-Q, including statements relating to our intentions, ...

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 October 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 or ...

Financial Data and Key Metrics Changes - The company reported a net sales increase of 43% to $1.86 billion for the quarter, driven by price inflation, mid-single-digit volume growth, and contributions from acquisitions [26] - Gross profit increased 54% to $501 million, with a gross profit margin improvement of 190 basis points to 26.9% [27] - Adjusted net income for the second quarter was $169 million compared to $61 million in the prior year, reflecting strong sales growth and gross margin improvement [29] - Adjusted EBITDA increased approximately 79% to $277 million, with an adjusted EBITDA margin improvement of 300 basis points to 14.9% [30] Business Line Data and Key Metrics Changes - Municipal repair and replacement activity, which constitutes roughly 40% of net sales, remains strong with favorable bidding and backlog trends [9] - Nonresidential development, also making up 40% of net sales, showed positive activity despite some softness in certain metro areas [10][39] - Residential volume was healthy through the second quarter, but there are signs of potential softening in lot development due to rising interest rates [12][37] Market Data and Key Metrics Changes - The company noted strong demand across all end markets, with municipal budgets supporting repair and replacement activities [9] - There is a growing need for maintenance and repair of aging water and wastewater infrastructure, with an estimated $2.2 trillion required for repairs over the next 20 years [20] - The company expects funds from the Infrastructure Bill to strengthen investments in municipal water infrastructure repair starting in 2023 [21] Company Strategy and Development Direction - The company remains active in M&A, having closed several acquisitions that are expected to contribute approximately $95 million in annual net sales [17] - The focus is on executing key growth strategies, deepening competitive advantages, and building a foundation for long-term profitable growth [23] - The company aims to leverage its diversified end markets and customer base to provide stability compared to smaller distributors [13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the resilience of the business despite challenges from inflation and supply chain constraints [6][19] - The company anticipates that demand for its products will remain strong, even as commodity prices may moderate [8] - There is an expectation of continued positive end market demand, although rising interest rates may impact residential lot development [36] Other Important Information - The company has a capital allocation plan that prioritizes maintaining financial strength while pursuing growth opportunities [34] - Net debt at the end of the quarter was $1.627 billion, with improved leverage to 1.9x due to increased adjusted EBITDA [32] Q&A Session Summary Question: Can you provide a breakout of price and volume expectations for the second half? - Management expects volume to be flat to slightly down, with price contributions in the low to mid-teens and acquisitions contributing a couple of points [42] Question: What are you seeing regarding inflation and product pricing? - Management noted stabilization in commodity-based products and some non-commodity products showing price increases [43] Question: Can you elaborate on the slowdown in residential lot development? - Management indicated that major metro areas are experiencing a pause in nonresidential and commercial construction, impacting fire protection products [46] Question: How are municipalities dealing with inflationary pressures? - Management reported that while some projects are being deferred due to product availability, municipal repair and replacement activity remains steady [56] Question: What is the outlook for the Infrastructure Bill's impact? - Management does not expect to see significant benefits from the Infrastructure Bill until 2023, as projects utilizing those funds are not yet evident [60] Question: Can you discuss the M&A pipeline and acquisition multiples? - Management indicated a strong pipeline for acquisitions, with multiples in the range of 6 to 9x adjusted EBITDA pre-synergies [69]

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 July 31, 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 organ ...

Core & Main, Inc. (NYSE:CNM) Q1 2022 Earnings Conference Call June 14, 2022 8:30 AM ET Company Participants Robyn Bradbury - VP, IR and FP&A Steve LeClair - CEO Mark Witkowski - CFO Conference Call Participants Elizabeth Langan - Barclays William Vranka - Wolfe Research Joseph Ritchie - Goldman Sachs Jamie Cook - Crédit Suisse Michael Dahl - RBC Capital Markets Patrick Baumann - J.P. Morgan Keith Hughes - Truist Securities David Manthey - Robert W. Baird Unidentified Analyst - Citigroup Kathryn Thompson - T ...