Core & Main Announces Fiscal 2025 Third Quarter Results

Key Terms

adjusted ebitda financial

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-gaap financial measures financial

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

ST. LOUIS--(BUSINESS WIRE)-- Core & Main, Inc. (NYSE: CNM) ("Core & Main"), a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, today announced financial results for the third quarter ended November 2, 2025.

Fiscal 2025 Third Quarter Results (Compared with Fiscal 2024 Third Quarter)

• Net sales increased 1.2% to $2,062 million
• Gross profit increased 3.3% to $561 million; gross profit margin was 27.2%
• Net income increased 2.1% to $143 million
• Adjusted EBITDA (Non-GAAP) decreased 1.1% to $274 million
• Diluted earnings per share increased 4.3% to $0.72
• Adjusted Diluted Earnings Per Share (Non-GAAP) increased 3.5% to $0.89
• Net cash provided by operating activities of $271 million
• Repurchased $50 million of shares
• Completed the acquisition of Canada Waterworks on 9/30/2025
• Opened new locations in Houston, Texas and Denver, Colorado
• Increased share repurchase authorization by $500 million after the quarter

“I want to thank our teams across the country for their disciplined execution, which continues to advance our strategic priorities and strengthen our position as the partner of choice for our customers,” said Mark Witkowski, CEO of Core & Main.

"We delivered positive net sales growth despite soft residential demand and a tough comparison from last year, driven by contribution from acquisitions and strong performance across our sales initiatives. Fusible high-density polyethylene, treatment plant solutions and geosynthetics products each achieved double-digit growth in the quarter, while our metering products returned to high single-digit growth, reflecting strong demand for our integrated solutions that address aging water infrastructure. We also advanced our geographic expansion strategy by opening new locations in Houston, Texas and Denver, Colorado, each being priority markets with attractive growth profiles.

"Continued gross margin expansion was driven by benefits from our private label initiative and disciplined purchasing and pricing execution. We’ve also implemented $30 million of annualized cost savings while continuing to invest in growth, which will support our path to future operating leverage.

"We're encouraged by the growth opportunities we see on the horizon, particularly in large, complex projects across our core end markets, coupled with opportunities to drive above market growth through sales initiatives and geographic expansion. Our one-stop-shop offering and exceptional service levels continue to differentiate Core & Main in the industry.

"We remain focused on strengthening our industry-leading position through profitable growth, disciplined execution and strong operating cash flow generation to create long-term value for our shareholders.”

Three Months Ended November 2, 2025

Net sales for the three months ended November 2, 2025 increased $24 million, or 1.2%, to $2,062 million compared with $2,038 million for the three months ended October 27, 2024. Net sales increased primarily due to acquisitions. Net sales for pipes, valves & fittings decreased due to slightly lower volumes. Net sales for storm drainage products increased due to acquisitions. Net sales of fire protection products increased due to higher average selling prices. Net sales of meter products increased due to higher volumes.

Gross profit for the three months ended November 2, 2025 increased $18 million, or 3.3%, to $561 million compared with $543 million for the three months ended October 27, 2024. Gross profit as a percentage of net sales for the three months ended November 2, 2025 was 27.2% compared with 26.6% for the three months ended October 27, 2024. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives and disciplined purchasing and pricing management.

Selling, general and administrative ("SG&A") expenses for the three months ended November 2, 2025 increased $21 million, or 7.7%, to $295 million compared with $274 million during the three months ended October 27, 2024. SG&A expenses as a percentage of net sales were 14.3% for the three months ended November 2, 2025 compared with 13.4% for the three months ended October 27, 2024. The increase was primarily attributable to higher acquisition-related costs, higher personnel expenses, increases in other distribution-related expenses driven by inflation and higher employee benefits costs.

Operating income for the three months ended November 2, 2025 decreased $3 million, or 1.3%, to $220 million compared with $223 million during the three months ended October 27, 2024. The decrease in operating income was primarily attributable to higher SG&A expenses partially offset by higher gross profit.

Net income for the three months ended November 2, 2025 increased $3 million, or 2.1%, to $143 million compared with $140 million for the three months ended October 27, 2024. The increase in net income was primarily attributable to a decrease in interest expense partially offset by a decrease in operating income.

The Class A common stock basic earnings per share and diluted earnings per share for the three months ended November 2, 2025 increased 4.3% to $0.72 compared with $0.69 for the three months ended October 27, 2024. The increase in basic and diluted earnings per share was attributable to an increase in net income and lower Class A share counts following share repurchase transactions.

Adjusted EBITDA for the three months ended November 2, 2025 decreased $3 million, or 1.1%, to $274 million compared with $277 million for the three months ended October 27, 2024. 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.

Adjusted Diluted Earnings Per Share for the three months ended November 2, 2025 increased 3.5% to $0.89 compared with $0.86 for the three months ended October 27, 2024. The increase in Adjusted Diluted Earnings Per Share was primarily attributable to an increase in net income and lower Class A share counts following share repurchase transactions. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Nine Months Ended November 2, 2025

Net sales for the nine months ended November 2, 2025 increased $323 million, or 5.6%, to $6,066 million compared with $5,743 million for the nine months ended October 27, 2024. Net sales increased primarily due to higher volumes and acquisitions. Net sales increased for pipes, valves & fittings and storm drainage due to higher volumes and acquisitions. Net sales increased for fire protection and meter products due to acquisitions.

Gross profit for the nine months ended November 2, 2025 increased $102 million, or 6.7%, to $1,631 million compared with $1,529 million for the nine months ended October 27, 2024. Gross profit as a percentage of net sales for the nine months ended November 2, 2025 was 26.9% compared with 26.6% for the nine months ended October 27, 2024. The overall increase in gross profit as a percentage of net sales was primarily attributable to favorable impacts from the execution of our gross margin initiatives and disciplined purchasing and pricing management.

SG&A expenses for the nine months ended November 2, 2025 increased $91 million, or 11.4%, to $890 million compared with $799 million during the nine months ended October 27, 2024. SG&A expenses as a percentage of net sales were 14.7% for the nine months ended November 2, 2025 compared with 13.9% for the nine months ended October 27, 2024. The increase was primarily attributable to higher acquisition-related costs, higher personnel expenses, including higher variable compensation costs, higher employee benefits costs and increases in other distribution-related expenses driven by inflation and increased sales volume.

Operating income for the nine months ended November 2, 2025 increased $9 million, or 1.5%, to $604 million compared with $595 million during the nine months ended October 27, 2024. The increase in operating income was primarily attributable to higher gross profit partially offset by higher SG&A expenses.

Net income for the nine months ended November 2, 2025 increased $22 million, or 6.0%, to $389 million compared with $367 million for the nine months ended October 27, 2024. The increase in net income was primarily attributable to an increase in operating income and a decrease in interest expense.

The Class A common stock basic earnings per share for the nine months ended November 2, 2025 increased 7.7% to $1.95 compared with $1.81 for the nine months ended October 27, 2024. The Class A common stock diluted earnings per share for the nine months ended November 2, 2025 increased 8.4% to $1.94 compared with $1.79 for the nine months ended October 27, 2024. The basic and diluted earnings per share increased due to an increase in net income and lower Class A share counts following share repurchase transactions.

Adjusted EBITDA for the nine months ended November 2, 2025 increased $13 million, or 1.7%, to $764 million compared with $751 million for the nine months ended October 27, 2024. The increase in Adjusted EBITDA was primarily attributable to higher gross profit partially offset by higher SG&A expenses. 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.

Adjusted Diluted Earnings Per Share for the nine months ended November 2, 2025 increased 7.5% to $2.45 compared with $2.28 for the nine months ended October 27, 2024. The increase in Adjusted Diluted Earnings Per Share was primarily attributable to an increase in net income and lower Class A share counts following share repurchase transactions. For a reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most comparable GAAP financial metric, as applicable, see “Non-GAAP Financial Measures” below.

Liquidity and Capital Resources

Net cash provided by operating activities was $382 million for the nine months ended November 2, 2025 compared with $386 million for the nine months ended October 27, 2024. The $4 million decrease in cash provided by operating activities was due to a higher investment in working capital in the nine months ended November 2, 2025 partially offset by lower interest payments, timing of tax payments and an increase in net income.

Net Debt, calculated as gross consolidated debt net of cash and cash equivalents, as of November 2, 2025 was $2,083 million compared with $2,420 million as of October 27, 2024. The decrease in Net Debt was primarily attributable to lower borrowings on our senior asset-based revolving credit facility ("Senior ABL Credit Facility").

As of November 2, 2025, there were no outstanding borrowings on our Senior ABL Credit Facility, which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of November 2, 2025, after giving effect to approximately $24 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main LP would have been able to borrow approximately $1,226 million under the Senior ABL Credit Facility, subject to borrowing base availability.

Fiscal 2025 Outlook

Core & Main reaffirms its full-year fiscal 2025 outlook issued in September (Note: 52 weeks in fiscal 2025 vs. 53 weeks in fiscal 2024):

• Net sales of $7,600 to $7,700 million
• Net sales growth of 2% to 3%, reflecting average daily sales growth of 4% to 5%
• Adjusted EBITDA (Non-GAAP) of $920 to $940 million
• Adjusted EBITDA Margin (Non-GAAP) of 12.1% to 12.2%
• Operating Cash Flow of $550 to $610 million

Conference Call & Webcast Information

Core & Main will host a conference call and webcast on December 9, 2025 at 7:30 a.m. ET to discuss the company's financial results. The live 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 +1-646-844-6383 (international). The passcode for the call is 759718. To ensure participants are connected for the full call, please dial in at least 10 minutes prior to the start of the call.

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 specialty 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 370 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. The 5,700 associates at Core & Main 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 February 2, 2025 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, 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 contracts; price fluctuations in our product costs (including effects of tariffs); 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; changes in supplier rebates or other terms of our supplier agreements; the availability of freight; the ability of our customers to make payments on credit sales; 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 brand or 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 technology 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 operating internationally, including exporting and importing of certain products; 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 February 2, 2025); increases in interest rates on our variable rate indebtedness; 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 February 2, 2025.

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.

CORE & MAIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Amounts in millions (except share and per share data), unaudited
		Three Months Ended						Nine Months Ended
		November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
Net sales		$	2,062		$	2,038		$	6,066		$	5,743
Cost of sales			1,501			1,495			4,435			4,214
Gross profit			561			543			1,631			1,529
Operating expenses:
Selling, general and administrative			295			274			890			799
Depreciation and amortization			46			46			137			135
Total operating expenses			341			320			1,027			934
Operating income			220			223			604			595
Interest expense			30			36			91			106
Income before provision for income taxes			190			187			513			489
Provision for income taxes			47			47			124			122
Net income			143			140			389			367
Less: net income attributable to non-controlling interests			6			7			18			20
Net income attributable to Core & Main, Inc.		$	137		$	133		$	371		$	347
Earnings per share (“EPS”)
Basic		$	0.72		$	0.69		$	1.95		$	1.81
Diluted		$	0.72		$	0.69		$	1.94		$	1.79
Number of shares used in computing EPS
Basic			190,214,298			191,538,672			189,973,574			192,173,529
Diluted			197,905,484			201,165,553			198,302,805			202,146,712

CORE & MAIN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS Amounts in millions (except share and per share data), unaudited
		November 2, 2025				February 2, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	89			$	8
Receivables, net of allowance for credit losses of $22 and $18, respectively			1,342				1,066
Inventories			1,016				908
Prepaid expenses and other current assets			60				43
Total current assets			2,507				2,025
Property, plant and equipment, net			175				168
Operating lease right-of-use assets			280				244
Intangible assets, net			847				935
Goodwill			1,918				1,898
Deferred income taxes			571				558
Other assets			2				42
Total assets		$	6,300			$	5,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt		$	24			$	24
Accounts payable			734				562
Accrued compensation and benefits			107				123
Current operating lease liabilities			74				67
Other current liabilities			168				90
Total current liabilities			1,107				866
Long-term debt			2,129				2,237
Non-current operating lease liabilities			207				178
Deferred income taxes			89				87
Tax receivable agreement liabilities			682				706
Other liabilities			31				22
Total liabilities			4,245				4,096
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 189,736,004 and 189,815,899 shares issued and outstanding as of November 2, 2025 and February 2, 2025, respectively			2				2
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 6,709,636 and 7,936,061 shares issued and outstanding as of November 2, 2025 and February 2, 2025, respectively			—				—
Additional paid-in capital			1,245				1,220
Retained earnings			736				449
Accumulated other comprehensive (loss) income			(6	)			27
Total stockholders’ equity attributable to Core & Main, Inc.			1,977				1,698
Non-controlling interests			78				76
Total stockholders’ equity			2,055				1,774
Total liabilities and stockholders’ equity		$	6,300			$	5,870

CORE & MAIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Amounts in millions, unaudited
	Nine Months Ended
	November 2, 2025				October 27, 2024
Cash Flows From Operating Activities:
Net income	$	389			$	367
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization		144				144
Equity-based compensation expense		14				11
Deferred income tax expense		20				9
Other		10				10
Changes in assets and liabilities:
(Increase) decrease in receivables		(277	)			(316	)
(Increase) decrease in inventories		(106	)			(77	)
(Increase) decrease in other assets		(2	)			(8	)
Increase (decrease) in accounts payable		169				235
Increase (decrease) in accrued liabilities		21				11
Net cash provided by operating activities		382				386
Cash Flows From Investing Activities:
Capital expenditures		(31	)			(24	)
Acquisitions of businesses, net of cash acquired		(32	)			(722	)
Other		(8	)			(11	)
Net cash used in investing activities		(71	)			(757	)
Cash Flows From Financing Activities:
Repurchase and retirement of equity interests		(97	)			(121	)
Distributions to non-controlling interest holders		(5	)			(9	)
Payments pursuant to Tax Receivable Agreements		(18	)			(11	)
Borrowings on asset-based revolving credit facility		150				715
Repayments on asset-based revolving credit facility		(243	)			(910	)
Issuance of long-term debt		—				750
Repayments of long-term debt		(18	)			(17	)
Debt issuance costs		—				(14	)
Other		1				(3	)
Net cash (used in) provided by financing activities		(230	)			380
Increase in cash and cash equivalents		81				9
Cash and cash equivalents at the beginning of the period		8				1
Cash and cash equivalents at the end of the period	$	89			$	10
Cash paid for interest (excluding effects of interest rate swap)	$	109			$	141
Cash paid for income taxes		72				107

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, Net Debt and Adjusted Diluted Earnings Per Share, 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, net income attributable to Core & Main, Inc. or diluted earnings per share, as applicable, 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 initial public offering and subsequent secondary offerings and (d) expenses associated with acquisition and other 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 Net Debt as total consolidated debt (gross of unamortized discounts and debt issuance costs), net of cash and cash equivalents.

We define Adjusted Diluted Earnings Per Share as diluted earnings per share adjusted for (a) amortization of intangible assets, (b) loss on debt modification and extinguishment, (c) equity-based compensation, (d) expenses associated acquisition and other activities, (e) the initial public offering and subsequent secondary offerings and (f) the tax impact of these Non-GAAP adjusted, divided by the weighted-average number of shares of our common stock outstanding on a fully diluted basis for the applicable period. Diluted earnings per share is the most directly comparable GAAP measure to Adjusted Diluted Earnings Per Share.

We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Debt and Adjusted Diluted Earnings Per Share to assess the operating results and effectiveness and efficiency of our business. Adjusted EBITDA and Adjusted Diluted Earnings Per Share include 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.

No reconciliation of the estimated range for Adjusted EBITDA or Adjusted EBITDA margin for fiscal 2025 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., the most directly comparable GAAP measure, 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:

(Amounts in millions)	Three Months Ended						Nine Months Ended
	November 2, 2025			October 27, 2024			November 2, 2025			October 27, 2024
Net income attributable to Core & Main, Inc.	$	137		$	133		$	371		$	347
Plus: net income attributable to non-controlling interest		6			7			18			20
Net income		143			140			389			367
Depreciation and amortization (1)		47			46			140			137
Provision for income taxes		47			47			124			122
Interest expense		30			36			91			106
EBITDA	$	267		$	269		$	744		$	732
Equity-based compensation		4			4			14			11
Acquisition and other expenses (2)		3			4			6			8
Adjusted EBITDA	$	274		$	277		$	764		$	751

(1)	Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations.
(2)	Represents expenses associated with acquisition and other activities, including transaction costs, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).

The following table sets forth a reconciliation of diluted earnings per share to Adjusted Diluted Earnings Per Share for the periods presented:

	Three Months Ended								Nine Months Ended
	November 2, 2025				October 27, 2024				November 2, 2025				October 27, 2024
Diluted earnings per share	$	0.72			$	0.69			$	1.94			$	1.79
Amortization of intangible assets		0.19				0.19				0.56				0.55
Equity-based compensation		0.02				0.02				0.07				0.05
Acquisition and other expenses (1)		0.02				0.02				0.03				0.04
Income tax impact of adjustments (2)		(0.06	)			(0.06	)			(0.15	)			(0.15	)
Adjusted Diluted Earnings Per Share	$	0.89			$	0.86			$	2.45			$	2.28

(1)	Represents expenses associated with acquisition and other activities, including transaction costs, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).
(2)	Represents the tax impact on non-GAAP adjustments for amortization of intangibles, equity-based compensation, and acquisition and other expenses.

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

(Amounts in millions)		As of
		November 2, 2025				October 27, 2024
Senior ABL Credit Facility due February 2029		$	—			$	235
Senior Term Loan due July 2028			1,237				1,451
Senior Term Loan due February 2031			935				744
Total Debt		$	2,172			$	2,430
Less: Cash & Cash Equivalents			(89	)			(10	)
Net Debt		$	2,083			$	2,420

 

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Investor Relations:

Glenn Floyd, 314-995-9108

InvestorRelations@CoreandMain.com

Media Relations:

Patrick Lunsford, 314-789-0726

Media@CoreandMain.com

Source: Core & Main, Inc.