Core & Main, Inc.
For the period ended Feb 1, 2026. Filed May 7, 2026.
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Feb 1, 2026 · Filed May 7, 2026
Contents
CORE & MAIN522026 PROXY STATEMENT
| CORE & MAIN | 52 | 2026 PROXY STATEMENT |
|---|
Non-GAAP Reconciliation
In addition to providing results that are determined in accordance with GAAP, we present EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share, 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 an alternative to GAAP measures such as net income, net income attributable to Core & Main, Inc. or diluted earnings per share, as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity. In evaluating Adjusted EBITDA or Adjusted Diluted Earnings Per Share, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.
The following table sets forth a reconciliation of net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA for the periods presented:
| ($ IN MILLIONS) | FISCAL YEAR ENDED | |
|---|---|---|
| February 1, 2026 | February 2, 2025 | |
| Net income attributable to Core & Main, Inc. | $441 | $411 |
| Plus: net income attributable to non-controlling interests | 21 | 23 |
| Net income | 462 | 434 |
| Depreciation and amortization (1) | 186 | 186 |
| Provision for income taxes | 145 | 143 |
| Interest expense | 120 | 142 |
| EBITDA | $913 | $905 |
| Equity-based compensation | 17 | 14 |
| Acquisition and other expenses (2) | 6 | 11 |
| Offering expenses (3) | 1 | — |
| Other income | (5) | — |
| Adjusted EBITDA | $931 | $930 |
(1)Includes depreciation of certain assets which are reflected in “cost of sales” in the Statement of Operations included in the financial statements of our 2025 Form 10-K (the "Statement of Operations").
(2)Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments.
(3)Represents costs related to the subsequent secondary offerings reflected in SG&A expenses in our Statement of Operations.
The following table sets forth a reconciliation of diluted earnings per share to Adjusted Diluted Earnings Per Share for the periods presented:
| FISCAL YEAR ENDED | ||
|---|---|---|
| February 1, 2026 | February 2, 2025 | |
| Diluted earnings per share | $2.31 | $2.13 |
| Amortization of intangible assets | 0.75 | 0.75 |
| Equity-based compensation | 0.09 | 0.07 |
| Acquisition and other expenses (1) | 0.03 | 0.05 |
| Offering expenses | — | — |
| Other income | (0.03) | — |
| Income tax impact of adjustments (2) | (0.18) | (0.22) |
| Adjusted Diluted Earnings Per Share | $2.97 | $2.78 |
(1)Represents expenses associated with acquisition and other activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments.
(2)Represents the tax impact on the above non-GAAP adjustments.
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