Core & Main : 2022 Baird Global Industrials Conference

2022 Baird Global Industrials Conference

NOVEMBER 2022

CAUTIONARY STATEMENTS

Cautionary Note Regarding Forward-Looking Statements and Other Information

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 fact, 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 and debt service obligations, and the anticipated impact of the novel coronavirus, or COVID-19, on our business, are forward-looking statements. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "projects," "is optimistic," "intends," "plans," "estimates," "anticipates" or the negative versions of these words or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and 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 30, 2022 (the "Annual Report"), 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; price fluctuations in our product costs, particularly with respect to the commodity-based products that we sell; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to obtain product; general business and economic conditions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the impact of seasonality and weather-related impacts, including natural disasters or similar extreme weather events; the fragmented and highly competitive markets in which we compete and consolidation within our industry; our ability to competitively bid for municipal and private contracts; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and region managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated; the availability and cost of freight and energy, such as fuel; 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, COVID-19, 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; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; the domestic and international political environment with regard to trade relationships and tariffs, as well as difficulty sourcing products as a result of import constraints; our ability to operate our business consistently through highly dispersed locations across the United States; interruptions in the proper functioning of our information technology systems, including from cybersecurity threats; risks associated with raising capital; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to renew or replace our existing leases on favorable terms or at all; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our substantial indebtedness and the potential that we may incur additional indebtedness; the limitations and restrictions in the agreements governing our indebtedness, the Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (as defined in our Annual Report); increases in interest rates and the impact of transitioning from LIBOR (as defined in our Annual Report) as the benchmark rate in contracts; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; the significant influence that CD&R (as defined in our Annual Report) has over us and potential conflicts between the interests of CD&R and other stockholders; and risks related to other factors described under "Risk Factors" in our Annual Report. 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.

All forward-looking statements made in these slides are qualified by these cautionary statements. These forward-looking statements are made only as of the date of these slides, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Use of Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), we present EBITDA, adjusted EBITDA, adjusted EBITDA margin and net debt leverage, each 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 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.

Presentation of Financial Information

The accompanying financial information presents the results of operations, financial position and cash flows of Core & Main, Inc. ("Core and Main" or the "Company") and its subsidiaries, which includes the consolidated financial information of Core & Main Holdings, LP ("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) held by the Continuing Limited Partners (as defined in our Annual Report) 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 31, 2022 and three months ended August 1, 2021 included 13 weeks and each of the six months ended July 31, 2022 and six months ended August 1, 2021 included 26 weeks. The current fiscal year ending January 29, 2023 ("fiscal 2022") will include 52 weeks. Unless otherwise indicated, all operational data presented is as of January 30, 2022 and does not reflect changes to such data since such date. In addition, numerical figures included in this presentation may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

© Core & Main All Rights Reserved. Confidential and Proprietary Information.

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TODAY'S PRESENTERS

Steve LeClair

Chief Executive Officer Industry Tenure: 17 Years

• Chief Executive Officer of Core & Main
• Previously served as President of HD Supply Waterworks, where he grew the company through acquisitions, leading to successful IPO in 2013
• Prior positions as President of HD Supply Lumber & Building Materials and Senior Vice President of General Electric Equipment Services

Mark Witkowski

Chief Financial Officer Industry Tenure: 15 Years

• Chief Financial Officer of Core & Main
• 25 years of experience building and leading finance teams with a special focus on branch-based businesses with centralized and decentralized operations
• Prior positions as Vice President of Finance at Core & Main and Senior Manager with PricewaterhouseCoopers

© Core & Main All Rights Reserved. Confidential and Proprietary Information.

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CORE & MAIN AT A GLANCE

Key Business Highlights

▪ Leading U.S. specialty distributor of water, wastewater, storm drainage

and fire protection products, and related services

▪ Highly fragmented $32 billion addressable market(1)

▪ 1 of only 2 national distributors where scale matters

▪ Over 300 branches in 48 states across the U.S.

▪ $6.1 billion of LTM net sales and $836 million of LTM adjusted

EBITDA(2) as of Q2 2022

▪ Highly fragmented customer base of 60,000+ including municipalities,

private water companies and professional contractors

▪ Approximately 200,000 SKUs

Branch Footprint

Corporate HQ

End Market Exposure(1)

New Construction vs. Repair & Replace(1)

22% Residential

50% New Construction

39% Non-Residential

▪ 4,500+ suppliers, many of which have long-standing, often exclusive or
	restrictive, relationships with CNM
(1)	Represents the fiscal year ended January 30, 2022. Market size and exposure are based on management estimates.
(2)	Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure.

© Core & Main All Rights Reserved. Confidential and Proprietary Information.

39% Municipal

50% Repair & Replace

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PRODUCT & SERVICE OFFERING

Geosynthetics

© Core & Main All Rights Reserved. Confidential and Proprietary Information.

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