EX-99.1 2 ex_815439.htm EXHIBIT 99.1

Exhibit 99.1

MRC Global Announces Second Quarter 2025 Results

Houston, TX – August 6, 2025 – MRC Global Inc. (NYSE: MRC) today announced second quarter 2025 results from continuing operations.

Second Quarter 2025 Financial Highlights:

| ● | Sales of $798 million, a 12% increase compared to the first quarter of 2025

| ● | Gross profit, as a percentage of sales, of 18.9%
| ● | Adjusted Gross Profit, as a percentage of sales, of 21.6%

| ● | Net income from continuing operations of $13 million
| ● | Adjusted EBITDA of $54 million, or 6.8% of sales
| ● | Returned $15 million to shareholders through share repurchases

Rob Saltiel, MRC Global’s President and CEO, stated, “We delivered a strong second quarter, with revenue rising 12% from the first quarter of 2025, at the top of our previous guidance range. All sectors contributed to the sequential revenue increase, led by PTI with 26% sales growth due to robust project activity across both the U.S. and international markets. Our Gas Utilities business continued its rebound with 10% sequential revenue growth, fueled by increased construction projects. Adjusted EBITDA surged 50% sequentially, with margins expanding 170 basis points, reflecting strong operating leverage. We also returned $15 million to shareholders through strategic share repurchases at an average price of $12.35 per share.

“Our recently announced merger agreement with DNOW Inc. marks a transformative step forward for MRC Global. This combination will create a premier energy and industrial solutions provider with expanded capabilities and scale. Our customers will benefit from a broader portfolio of innovative offerings, our team members will enjoy greater career opportunities, and our investors will gain exposure to a larger, more diverse, and more efficient enterprise.

"We expect sequential revenue and adjusted EBITDA growth in the third quarter, driven by our DIET and Gas Utilities sectors. We are also reaffirming our full-year guidance provided last quarter but will not be providing future financial guidance due to the pending merger with DNOW," Mr. Saltiel added.

Net income from continuing operations for the second quarter of 2025 was $13 million, as compared to net income from continuing operations of $30 million in the second quarter of 2024. Adjusted net income from continuing operations for the second quarter of 2025 and the second quarter of 2024 was $22 million and $33 million, respectively.

Net income attributable to common stockholders for the second quarter of 2025 was $13 million, or $0.15 per diluted share, as compared to net income attributable to common stockholders of $24 million, or $0.28 per diluted share, for the second quarter of 2024. Adjusted net income attributable to common stockholders for the second quarter of 2025 was $22 million, or $0.25 per diluted share, as compared to the second quarter of 2024 adjusted net income attributable to common stockholders of $27 million, or $0.31 per diluted share.

Adjusted Net Income (Loss) from Continuing Operations, Adjusted Net Income Attributable to Common Stockholders, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Gross Profit, Adjusted Gross Profit margin, Net Debt, Net Debt Leverage Ratio, and Adjusted Selling, General and Administrative (SG&A) expense are all non-GAAP measures. Please refer to the reconciliation of each of these measures to the nearest GAAP measure in this release.

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MRC Global’s second quarter of 2025 gross profit was $151 million, or 18.9% of sales, as compared to the second quarter of 2024 gross profit of $169 million, or 21.2% of sales. Gross profit for each of the second quarter 2025 and 2024 includes $10 million of expense and $1 million of expense, respectively, in cost of sales relating to the use of the last-in, first-out (LIFO) method of inventory cost accounting. Adjusted Gross Profit, which excludes (among other items) the impact of LIFO, was $172 million, or 21.6% of sales, for the second quarter of 2025 and was $180 million, or 22.5% of sales, for the second quarter of 2024.

Selling, general and administrative (SG&A) expenses were $130 million, or 16.3% of sales, for the second quarter of 2025, as compared to $122 million, or 15.3% of sales, for the same period in 2024. Adjusted SG&A for the second quarter of 2025 was $124 million, or 15.5% of sales, which excluded $6 million of other non-recurring legal and consulting costs related to the pending DNOW–MRC Global merger. Adjusted SG&A for the second quarter of 2024 was $120 million, or 15.0% of sales, which excluded $2 million for activism response and facility closure expenses.

Adjusted EBITDA was $54 million, or 6.8% of sales, in the second quarter of 2025 as compared to $65 million, or 8.1% of sales, for the same period in 2024.

An income tax expense of $5 million was incurred in the second quarter of 2025, with an effective tax rate of 28%, as compared to an income tax expense of $12 million, with an effective tax rate of 29%, for the second quarter of 2024. These rates differ from the U.S. federal statutory rate of 21% due to state income taxes, non-deductible expenses, and varying foreign income tax rates.

The sale of the Canada business closed on March 14, 2025, the results of which are reflected in discontinued operations for all periods presented.

Sales

The company’s sales were $798 million for the second quarter of 2025, which was similar to the second quarter of 2024 and 12% higher than the first quarter of 2025. Compared to the same quarter a year ago, the Downstream, Industrial, and Energy Transition (DIET) sector experienced a slight decline, balanced by growth in the Production and Transmission Infrastructure (PTI) and Gas Utilities sectors. Sequentially, the company’s sales increase was across all sectors, with the PTI sector leading the growth, followed by the Gas Utilities and DIET sectors.

Sales by Segment

U.S. sales in the second quarter of 2025 were $658 million, a $19 million, or 3%, decrease from the same quarter in 2024. DIET sector sales decreased $26 million, or 14%, primarily due to the completion of non-recurring line pipe project sales. PTI sector sales decreased by $5 million, or 2%, due to the completion of several projects and more measured upstream customer investment. Gas Utilities sector revenue increased $12 million, or 4%, as customers advanced infrastructure initiatives and resumed typical buying behavior amid stronger capital budgets.

Sequentially, compared to the first quarter of 2025, U.S. sales increased $67 million, or 11%. The PTI sector led with a $41 million, or 26%, increase driven by midstream pipeline projects and the scaling of a key customer contract. The U.S. Gas Utilities sector also contributed, with sales growing $26 million, or 10%, on the strength of seasonal construction activity and recent project wins. DIET sector sales were unchanged.

International sales reached $140 million in the second quarter of 2025, an increase of $18 million, or 15%, compared to the same period in 2024. Growth was led by the PTI sector, driven by several North Sea projects, while the DIET sector saw a decline due to reduced turnaround activity and the timing of project deliveries.

Sequentially, International sales improved $19 million, or 16%, from the previous quarter, led by growth in the PTI sector, followed by gains in the DIET sector. PTI benefited from project deliveries in the Middle East and Norway, while DIET saw increased activity from wind energy projects in Norway and mining projects in Australia.

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Sales by Sector

Gas Utilities sector sales, which are primarily U.S.-based, were $299 million in the second quarter of 2025, or 37% of total sales, an increase of $12 million, or 4%, from the second quarter of 2024.

Sequentially, compared to the first quarter of 2025, the Gas Utilities sector sales increased $26 million, or 10%.

DIET sector sales in the second quarter of 2025 were $223 million, or 28% of total sales, a decrease of $33 million, or 13%, from the second quarter of 2024, with declines in the U.S. and International segments.

Sequentially, compared to the previous quarter, DIET sector sales were up $3 million, or 1%, driven by the International segment.

PTI sector sales in the second quarter of 2025 were $276 million, or 35% of total sales, an increase of $20 million, or 8%, from the second quarter of 2024. The increase in PTI sector sales was driven by the International segment, partially offset by the U.S. segment.

Sequentially, as compared to the prior quarter, PTI sector sales increased $57 million, or 26%, led by growth in the U.S., followed by the International segment.

Backlog

As of June 30, 2025, the company's backlog was $589 million, a 2% decrease from the previous quarter, driven by a decline in the PTI sector backlog, partially offset by increases in the DIET and Gas Utilities sectors.

Balance Sheet and Cash Flow

As of June 30, 2025, the cash balance was $75 million, long-term debt (including current portion) was $449 million, and Net Debt was $374 million. Cash used in continuing operations was $46 million in the second quarter of 2025. As of June 30, 2025, availability under the company’s asset-based lending facility was $499 million, and liquidity was $574 million.

Share Repurchase Program

In January 2025, the board of directors authorized a share repurchase program for common stock up to $125 million. During the second quarter of 2025, the company purchased $15 million of its common stock at an average price of $12.35 per share. The common shares outstanding as of June 30, 2025, were 85.0 million shares.

Due to the pending combination, the share repurchase program has been suspended.

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Agreement to Combine with DNOW

On June 26, 2025, DNOW Inc. (NYSE: DNOW) and MRC Global jointly announced a definitive merger agreement under which DNOW will acquire MRC Global in an all-stock transaction. The transaction was unanimously approved by both the DNOW and MRC Global boards of directors. The transaction is subject to shareholder approvals, regulatory approvals, and other customary closing conditions. It is currently anticipated that the transaction closing will occur in the fourth quarter of 2025.

We are also reaffirming our full year guidance provided last quarter but given the pending combination with DNOW, we will not be providing future financial guidance and we will not host a conference call or webcast to discuss our second quarter 2025 results.

About MRC Global Inc.

Headquartered in Houston, Texas, MRC Global (NYSE: MRC) is the leading global distributor of pipe, valves, fittings (PVF) and other infrastructure products and services to diversified end-markets including the gas utilities, downstream, industrial and energy transition, and production and transmission infrastructure sectors. With over 100 years of experience, MRC Global has provided customers with innovative supply chain solutions, technical product expertise and a robust digital platform from a worldwide network of approximately 200 locations, including valve and engineering centers. The company’s unmatched quality assurance program offers approximately 200,000 SKUs from over 7,100 suppliers, simplifying the supply chain for over 8,300 customers. Find out more at www.mrcglobal.com.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “will,” “expect,” “expected,” “anticipating,” “intend,” “believes,” “on-track,” “well positioned,” “strong position,” “looking forward,” “guidance,” “plans,” “can,” "target," "targeted" and similar expressions are intended to identify forward-looking statements, including, for example, statements about the merger (as defined below), future events, plans and anticipated results of the operations, business strategies, the anticipated benefits of the merger, the anticipated impact of the merger on the combined company's business and future financial operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for the merger.

Statements about the DNOW-MRC Global merger (the “merger”), future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the merger, the anticipated impact of the merger on the combined company’s business and future financial operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for the merger, the company’s business, including its strategy, its industry, the company’s future profitability, the company’s guidance on its sales, adjusted EBITDA, adjusted EBITDA margin, tax rate, capital expenditures, achieving cost savings and cash flow, debt reduction, liquidity, growth in the company’s various markets and the company’s expectations, beliefs, plans, strategies, objectives, prospects and assumptions are not guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, most of which are difficult to predict and many of which are beyond MRC Global’s control, including the factors described in the company’s SEC filings that may cause the company’s actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.

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These risks and uncertainties include (among others) the risk associated with each of our and DNOW's ability to obtain the approval of stockholders required to consummate the merger and the timing of the closing of the merger, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms; the effect of the announcement, pendency or completion of the merger on our business relationships and business operations generally; the risk that the expected benefits and synergies of the merger may not be fully achieved in a timely manner, or at all; decreases in capital and other expenditure levels in the industries that the company serves; U.S. and international general economic conditions; geopolitical events; decreases in oil and natural gas prices; unexpected supply shortages; loss of third-party transportation providers; cost increases by the company’s suppliers and transportation providers; increases in steel prices, which the company may be unable to pass along to its customers which could significantly lower the company’s profit; the company’s lack of long-term contracts with most of its suppliers; suppliers’ price reductions of products that the company sells, which could cause the value of its inventory to decline; decreases in steel prices, which could significantly lower the company’s profit; a decline in demand for certain of the products the company distributes if tariffs and duties on these products are imposed or lifted; holding more inventory than can be sold in a commercial time frame; significant substitution of renewables and low-carbon fuels for oil and gas, impacting demand for the company’s products; risks related to adverse weather events or natural disasters; environmental, health and safety laws and regulations and the interpretation or implementation thereof; changes in the company’s customer and product mix; the risk that manufacturers of the products that the company distributes will sell a substantial amount of goods directly to end users in the industry sectors that the company serves; failure to operate the company’s business in an efficient or optimized manner; the company’s ability to compete successfully with other companies; the company’s lack of long-term contracts with many of its customers and the company’s lack of contracts with customers that require minimum purchase volumes; inability to attract and retain employees or the potential loss of key personnel; adverse health events, such as a pandemic; interruption in the proper functioning of the company’s information systems; the occurrence of cybersecurity incidents; risks related to the company’s customers’ creditworthiness; the success of acquisition strategies; the potential adverse effects associated with integrating acquisitions and whether these acquisitions will yield their intended benefits; impairment of the company’s goodwill or other intangible assets; adverse changes in political or economic conditions in the countries in which the company operates; the company’s significant indebtedness; the dependence on the company’s subsidiaries for cash to meet parent company obligations; changes in the company’s credit profile; potential inability to obtain necessary capital; the sufficiency of the company’s insurance policies to cover losses, including liabilities arising from litigation; product liability claims against the company; pending or future asbestos-related claims against the company; exposure to U.S. and international laws and regulations, regulating corruption, limiting imports or exports or imposing economic sanctions; risks relating to ongoing evaluations of internal controls required by Section 404 of the Sarbanes-Oxley Act; risks related to changing laws and regulations including trade policies and tariffs; and the potential share price volatility and costs incurred in response to any shareholder activism campaigns.

For a discussion of key risk factors, please see the risk factors disclosed in the company’s SEC filings, which are available on the SEC’s website at www.sec.gov and on the company’s website, www.mrcglobal.com. MRC Global’s filings and other important information are also available on the Investors page of the company’s website at www.mrcglobal.com.

Undue reliance should not be placed on the company’s forward-looking statements. Although forward-looking statements reflect the company’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the company’s actual results, performance or achievements or future events to differ materially from anticipated future results, performance or achievements or future events expressed or implied by such forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent required by law.

Contact:

Monica Broughton VP, Investor Relations & Treasury
MRC Global Inc.
Monica.Broughton@mrcglobal.com
832-308-2847

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No Offer or Solicitation

This document is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the merger, DNOW filed with the SEC a registration statement on Form S-4 that includes a definitive joint proxy statement of DNOW and MRC Global that also constitutes a prospectus of DNOW common shares to be offered in the merger. Each of DNOW and MRC Global may also file other relevant documents with the SEC regarding the merger. This document is not a substitute for the definitive joint proxy statement/prospectus or registration statement or any other document that DNOW or MRC Global may file with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

Investors and security holders are able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about MRC Global, DNOW and the merger, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by MRC Global will be available free of charge on MRC Global’s website at https://investor.mrcglobal.com/ or by contacting MRC Global’s Investor Relations Department by email at Investor.Relations@mrcglobal.com or by phone at (832) 308-2847. Copies of the documents filed with the SEC by DNOW will be available free of charge on DNOW’s website at https://ir.dnow.com/ or by contacting DNOW’s Investor Relations Department by email at ir@dnow.com or by phone at (281) 823-4006.

Participants in the Solicitation

MRC Global, DNOW and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the merger. Information about the directors and executive officers of MRC Global is set forth in MRC Global’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 17, 2025. Information about the directors and executive officers of DNOW is set forth in DNOW’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 4, 2025.

Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, is set forth in the registration statement, the definitive joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the merger. Free copies of these documents may be obtained as described in the paragraphs above.

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MRC Global Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except shares)

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Assets |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash |  | $ | 75 |  |  | $ | 63 |
Accounts receivable, net |  |  | 469 |  |  |  | 378 |
Inventories, net |  |  | 490 |  |  |  | 415 |
Other current assets |  |  | 43 |  |  |  | 29 |
Current assets of discontinued operations |  |  | 1 |  |  |  | 36 |
Total current assets |  |  | 1,078 |  |  |  | 921 |
Long-term assets: |  |  |  |  |  |  |  |
Operating lease assets |  |  | 159 |  |  |  | 170 |
Property, plant and equipment, net |  |  | 102 |  |  |  | 89 |
Other assets |  |  | 36 |  |  |  | 37 |
Intangible assets: |  |  |  |  |  |  |  |
Goodwill, net |  |  | 264 |  |  |  | 264 |
Other intangible assets, net |  |  | 135 |  |  |  | 143 |
Total assets |  | $ | 1,774 |  |  | $ | 1,624 |
Liabilities and stockholders' equity |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Trade accounts payable |  | $ | 438 |  |  | $ | 329 |
Accrued expenses and other current liabilities |  |  | 114 |  |  |  | 124 |
Operating lease liabilities |  |  | 31 |  |  |  | 31 |
Current portion of debt obligations |  |  | 4 |  |  |  | 3 |
Current liabilities of discontinued operations |  |  | — |  |  |  | 21 |
Total current liabilities |  |  | 587 |  |  |  | 508 |
Long-term liabilities: |  |  |  |  |  |  |  |
Long-term debt |  |  | 445 |  |  |  | 384 |
Operating lease liabilities |  |  | 142 |  |  |  | 153 |
Deferred income taxes |  |  | 37 |  |  |  | 35 |
Other liabilities |  |  | 27 |  |  |  | 28 |
Commitments and contingencies |  |  |  |  |  |  |  |
Stockholders' equity: |  |  |  |  |  |  |  |
Common stock, $0.01 par value per share: 500 million shares authorized, 110,417,888 and 109,460,293 issued, respectively |  |  | 1 |  |  |  | 1 |
Additional paid-in capital |  |  | 1,781 |  |  |  | 1,779 |
Retained deficit |  |  | (661 | ) |  |  | (652 | )
Less: Treasury stock at cost: 25,433,286 and 24,216,330 shares, respectively |  |  | (390 | ) |  |  | (375 | )
Accumulated other comprehensive loss |  |  | (195 | ) |  |  | (237 | )
Total stockholders' equity |  |  | 536 |  |  |  | 516 |
Total liabilities and stockholders' equity |  | $ | 1,774 |  |  | $ | 1,624 |

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MRC Global Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share amounts)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Sales |  | $ | 798 |  |  | $ | 799 |  |  | $ | 1,510 |  |  | $ | 1,576 |
Cost of sales |  |  | 647 |  |  |  | 630 |  |  |  | 1,217 |  |  |  | 1,248 |
Gross profit |  |  | 151 |  |  |  | 169 |  |  |  | 293 |  |  |  | 328 |
Selling, general and administrative expenses |  |  | 130 |  |  |  | 122 |  |  |  | 254 |  |  |  | 242 |
Operating income |  |  | 21 |  |  |  | 47 |  |  |  | 39 |  |  |  | 86 |
Other (expense) income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (10 | ) |  |  | (7 | ) |  |  | (19 | ) |  |  | (15 | )
Other, net |  |  | 7 |  |  |  | 2 |  |  |  | 7 |  |  |  | (1 | )
Income from continuing operations before income taxes |  |  | 18 |  |  |  | 42 |  |  |  | 27 |  |  |  | 70 |
Income tax expense from continuing operations |  |  | 5 |  |  |  | 12 |  |  |  | 6 |  |  |  | 20 |
Net income from continuing operations |  |  | 13 |  |  |  | 30 |  |  |  | 21 |  |  |  | 50 |
Income (loss) from discontinued operations, net of tax |  |  | — |  |  |  | — |  |  |  | (30 | ) |  |  | (1 | )
Net income (loss) |  |  | 13 |  |  |  | 30 |  |  |  | (9 | ) |  |  | 49 |
Series A preferred stock dividends |  |  | — |  |  |  | 6 |  |  |  | — |  |  |  | 12 |
Net income (loss) attributable to common stockholders |  | $ | 13 |  |  | $ | 24 |  |  | $ | (9 | ) |  | $ | 37 |
Basic earnings (loss) per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income from continued operations |  | $ | 0.15 |  |  | $ | 0.28 |  |  | $ | 0.24 |  |  | $ | 0.45 |
Income (loss) from discontinued operations |  |  | — |  |  |  | — |  |  |  | (0.35 | ) |  |  | (0.01 | )
Basic earnings (loss) per common share |  | $ | 0.15 |  |  | $ | 0.28 |  |  | $ | (0.11 | ) |  | $ | 0.44 |
Diluted earnings (loss) per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income from continued operations |  | $ | 0.15 |  |  | $ | 0.28 |  |  | $ | 0.24 |  |  | $ | 0.44 |
Income (loss) from discontinued operations |  |  | — |  |  |  | — |  |  |  | (0.35 | ) |  |  | (0.01 | )
Diluted earnings (loss) per common share |  | $ | 0.15 |  |  | $ | 0.28 |  |  | $ | (0.11 | ) |  | $ | 0.43 |
Weighted-average common shares, basic |  |  | 85.5 |  |  |  | 85.2 |  |  |  | 85.6 |  |  |  | 84.9 |
Weighted-average common shares, diluted |  |  | 86.6 |  |  |  | 86.4 |  |  |  | 85.6 |  |  |  | 86.2 |

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MRC Global Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

|  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |
Operating activities |  |  |  |  |  |  |  |
Net income from continuing operations |  | $ | 21 |  |  | $ | 50 |
Adjustments to reconcile net income from continuing operations to net cash (used in) provided by continuing operations: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 12 |  |  |  | 10 |
Amortization of intangibles |  |  | 9 |  |  |  | 10 |
Equity-based compensation expense |  |  | 8 |  |  |  | 7 |
Deferred income tax expense |  |  | — |  |  |  | 1 |
Increase in LIFO reserve |  |  | 11 |  |  |  | 2 |
Other non-cash items |  |  | (3 | ) |  |  | 4 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (80 | ) |  |  | (49 | )
Inventories |  |  | (82 | ) |  |  | 33 |
Other current assets |  |  | (4 | ) |  |  | (2 | )
Accounts payable |  |  | 106 |  |  |  | 25 |
Accrued expenses and other current liabilities |  |  | (23 | ) |  |  | 5 |
Operating cash flows from continuing operations |  |  | (25 | ) |  |  | 96 |
Operating cash flows from discontinued operations |  |  | (5 | ) |  |  | 5 |
Net cash (used in) provided by operating activities |  |  | (30 | ) |  |  | 101 |
Investing activities |  |  |  |  |  |  |  |
Purchases of property, plant and equipment |  |  | (24 | ) |  |  | (14 | )
Other investing activities |  |  | 5 |  |  |  | 1 |
Investing cash flows from continuing operations |  |  | (19 | ) |  |  | (13 | )
Investing cash flows from discontinued operations |  |  | 17 |  |  |  | — |
Net cash used in investing activities |  |  | (2 | ) |  |  | (13 | )
Financing activities |  |  |  |  |  |  |  |
Payments on revolving credit facilities |  |  | (337 | ) |  |  | (115 | )
Proceeds from revolving credit facilities |  |  | 400 |  |  |  | 258 |
Payments on debt obligations |  |  | (1 | ) |  |  | (295 | )
Dividends paid on preferred stock |  |  | — |  |  |  | (12 | )
Repurchases of common stock |  |  | (15 | ) |  |  | — |
Repurchases of shares to satisfy tax withholdings |  |  | (7 | ) |  |  | (5 | )
Other financing activities |  |  | (1 | ) |  |  | — |
Financing cash flows from continuing operations |  |  | 39 |  |  |  | (169 | )
Financing cash flows from discontinued operations |  |  | — |  |  |  | — |
Net cash provided by (used in) financing activities |  |  | 39 |  |  |  | (169 | )
Increase (decrease) in cash |  |  | 7 |  |  |  | (81 | )
Effect of foreign exchange rate on cash |  |  | 5 |  |  |  | (1 | )
Cash -- beginning of period |  |  | 63 |  |  |  | 131 |
Cash -- end of period |  | $ | 75 |  |  | $ | 49 |

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MRC Global Inc.

Supplemental Sales Information (Unaudited)

(in millions)

Disaggregated Sales by Segment and Sector

Three Months Ended
June 30,

|  | U.S. |  |  | International |  |  | Total |
2025 |  |  |  |  |  |  |  |  |  |  |  |
Gas Utilities |  | $ | 299 |  |  | $ | — |  |  | $ | 299 |
DIET |  |  | 162 |  |  |  | 61 |  |  |  | 223 |
PTI |  |  | 197 |  |  |  | 79 |  |  |  | 276 |
|  | $ | 658 |  |  | $ | 140 |  |  | $ | 798 |
2024 |  |  |  |  |  |  |  |  |  |  |  |
Gas Utilities |  | $ | 287 |  |  | $ | — |  |  | $ | 287 |
DIET |  |  | 188 |  |  |  | 68 |  |  |  | 256 |
PTI |  |  | 202 |  |  |  | 54 |  |  |  | 256 |
|  | $ | 677 |  |  | $ | 122 |  |  | $ | 799 |

Six Months Ended
June 30,

|  | U.S. |  |  | International |  |  | Total |
2025 |  |  |  |  |  |  |  |  |  |  |  |
Gas Utilities |  | $ | 572 |  |  | $ | — |  |  | $ | 572 |
DIET |  |  | 324 |  |  |  | 119 |  |  |  | 443 |
PTI |  |  | 353 |  |  |  | 142 |  |  |  | 495 |
|  | $ | 1,249 |  |  | $ | 261 |  |  | $ | 1,510 |
2024 |  |  |  |  |  |  |  |  |  |  |  |
Gas Utilities |  | $ | 552 |  |  | $ | — |  |  | $ | 552 |
DIET |  |  | 390 |  |  |  | 133 |  |  |  | 523 |
PTI |  |  | 402 |  |  |  | 99 |  |  |  | 501 |
|  | $ | 1,344 |  |  | $ | 232 |  |  | $ | 1,576 |

10

MRC Global Inc.

Supplemental Sales Information (Unaudited)

(in millions)

Sales by Product Line

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
Type |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Line Pipe |  | $ | 94 |  |  | $ | 125 |  |  | $ | 166 |  |  | $ | 238 |
Carbon Fittings and Flanges |  |  | 106 |  |  |  | 102 |  |  |  | 196 |  |  |  | 198 |
Total Carbon Pipe, Fittings and Flanges |  |  | 200 |  |  |  | 227 |  |  |  | 362 |  |  |  | 436 |
Valves, Automation, Measurement and Instrumentation |  |  | 294 |  |  |  | 284 |  |  |  | 571 |  |  |  | 563 |
Gas Products |  |  | 209 |  |  |  | 193 |  |  |  | 396 |  |  |  | 380 |
Stainless Steel and Alloy Pipe and Fittings |  |  | 34 |  |  |  | 35 |  |  |  | 74 |  |  |  | 73 |
General Products |  |  | 61 |  |  |  | 60 |  |  |  | 107 |  |  |  | 124 |
|  | $ | 798 |  |  | $ | 799 |  |  | $ | 1,510 |  |  | $ | 1,576 |

11

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Gross Profit to Adjusted Gross Profit (a non-GAAP measure)

(in millions)

|  | Three Months Ended |
|  | June 30, |  |  | Percentage |  |  | June 30, |  |  | Percentage |
|  | 2025 |  |  | of Revenue |  |  | 2024 |  |  | of Revenue |
Gross profit, as reported |  | $ | 151 |  |  |  | 18.9 | % |  | $ | 169 |  |  |  | 21.2 | %
Depreciation and amortization |  |  | 7 |  |  |  | 0.9 | % |  |  | 5 |  |  |  | 0.6 | %
Amortization of intangibles |  |  | 4 |  |  |  | 0.5 | % |  |  | 5 |  |  |  | 0.6 | %
Increase in LIFO reserve |  |  | 10 |  |  |  | 1.3 | % |  |  | 1 |  |  |  | 0.1 | %
Adjusted Gross Profit |  | $ | 172 |  |  |  | 21.6 | % |  | $ | 180 |  |  |  | 22.5 | %

|  | Six Months Ended |
|  | June 30, |  |  | Percentage |  |  | June 30, |  |  | Percentage |
|  | 2025 |  |  | of Revenue |  |  | 2024 |  |  | of Revenue* |
Gross profit, as reported |  | $ | 293 |  |  |  | 19.4 | % |  | $ | 328 |  |  |  | 20.8 | %
Depreciation and amortization |  |  | 12 |  |  |  | 0.8 | % |  |  | 10 |  |  |  | 0.6 | %
Amortization of intangibles |  |  | 9 |  |  |  | 0.6 | % |  |  | 10 |  |  |  | 0.6 | %
Increase in LIFO reserve |  |  | 11 |  |  |  | 0.7 | % |  |  | 2 |  |  |  | 0.1 | %
Adjusted Gross Profit |  | $ | 325 |  |  |  | 21.5 | % |  | $ | 350 |  |  |  | 22.2 | %

Notes to above:

* Does not foot due to rounding

The company defines Adjusted Gross Profit as sales, less cost of sales, plus depreciation and amortization, plus amortization of intangibles, plus inventory-related charges incremental to normal operations and plus or minus the impact of its LIFO inventory costing methodology. The company presents Adjusted Gross Profit because the company believes it is a useful indicator of the company’s operating performance without regard to items, such as amortization of intangibles, that can vary substantially from company to company depending upon the nature and extent of acquisitions of which they have been involved. Similarly, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon which costing method they may elect. The company uses Adjusted Gross Profit as a key performance indicator in managing its business. The company believes that gross profit is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted Gross Profit.

12

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Selling, General and Administrative Expenses (SG&A) to Adjusted SG&A (a non-GAAP measure)

(in millions)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Selling, general and administrative expenses |  | $ | 130 |  |  | $ | 122 |  |  | $ | 254 |  |  | $ | 242 |
Facility closures (1) |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | (1 | )
Internal control remediation (2) |  |  | — |  |  |  | — |  |  |  | (2 | ) |  |  | — |
Non-recurring other legal and consulting costs (3) |  |  | (6 | ) |  |  | — |  |  |  | (7 | ) |  |  | — |
Activism response legal and consulting costs |  |  | — |  |  |  | (1 | ) |  |  | — |  |  |  | (4 | )
Adjusted Selling, general and administrative expenses |  | $ | 124 |  |  | $ | 120 |  |  | $ | 245 |  |  | $ | 237 |

Notes to above:

(1) | Charge (pre-tax) associated with a facility closure in our International segment.
(2) | Charges (pre-tax) for personnel expenses and professional fees related to the company's internal control remediation efforts.
(3) | Charges (pre-tax) associated with the pending DNOW–MRC Global merger.

The company defines adjusted selling, general and administrative (SG&A) expenses as SG&A, restructuring expenses and other unusual items. The company presents adjusted SG&A because the company believes it is a useful indicator of the company’s operating performance. Among other things, adjusted SG&A measures the company’s operating performance without regard to certain non-recurring, non-cash or transaction-related expenses. The company uses adjusted SG&A as a key performance indicator in managing its business. The company believes that SG&A is the financial measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles that is most directly comparable to adjusted SG&A.

13

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Net Income (Loss) to Adjusted EBITDA (a non-GAAP measure)

(in millions)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income (loss) |  | $ | 13 |  |  | $ | 30 |  |  | $ | (9 | ) |  | $ | 49 |
Loss from discontinued operations, net of tax |  |  | — |  |  |  | — |  |  |  | 30 |  |  |  | 1 |
Net income from continuing operations |  |  | 13 |  |  |  | 30 |  |  |  | 21 |  |  |  | 50 |
Income tax expense |  |  | 5 |  |  |  | 12 |  |  |  | 6 |  |  |  | 20 |
Interest expense |  |  | 10 |  |  |  | 7 |  |  |  | 19 |  |  |  | 15 |
Depreciation and amortization |  |  | 7 |  |  |  | 5 |  |  |  | 12 |  |  |  | 10 |
Amortization of intangibles |  |  | 4 |  |  |  | 5 |  |  |  | 9 |  |  |  | 10 |
Facility closures (1) |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 1 |
Increase in LIFO reserve |  |  | 10 |  |  |  | 1 |  |  |  | 11 |  |  |  | 2 |
Equity-based compensation expense (2) |  |  | 4 |  |  |  | 3 |  |  |  | 8 |  |  |  | 7 |
Internal control remediation (3) |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | — |
Non-recurring other legal and consulting costs (4) |  |  | 6 |  |  |  | — |  |  |  | 7 |  |  |  | — |
Activism response legal and consulting costs |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 4 |
Write off of debt issuance costs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |
Asset disposal (5) |  |  | (3 | ) |  |  | — |  |  |  | (3 | ) |  |  | 1 |
Foreign currency (gains) losses |  |  | (2 | ) |  |  | — |  |  |  | (2 | ) |  |  | 1 |
Adjusted EBITDA |  | $ | 54 |  |  | $ | 65 |  |  | $ | 90 |  |  | $ | 122 |

Notes to above:

(1) | Charge (pre-tax) associated with a facility closure in our International segment.
(2) | Charges (pre-tax) recorded in SG&A.
(3) | Charges (pre-tax) for personnel expenses and professional fees related to the company's internal control remediation efforts.
(4) | Charges (pre-tax) associated with the pending DNOW–MRC Global merger.
(5) | Charges (pre-tax) associated with asset disposals in our International segment.

The company defines adjusted EBITDA as net income (loss) plus the loss from discontinued operations, net of tax, plus interest, income taxes, depreciation and amortization, amortization of intangibles, and certain other expenses, including non-cash expenses, (such as equity-based compensation, restructuring, changes in the fair value of derivative instruments, asset impairments, including inventory, long-lived asset impairments (including goodwill and intangible assets), inventory-related charges incremental to normal operations, charges related to internal control remediation and plus or minus the impact of its LIFO inventory costing methodology. The company presents adjusted EBITDA because the company believes adjusted EBITDA is a useful indicator of the company’s operating performance. Among other things, adjusted EBITDA measures the company’s operating performance without regard to certain non-recurring, non-cash or transaction-related expenses. Adjusted EBITDA, however, does not represent and should not be considered as an alternative to net income, cash flow from operations or any other measure of financial performance calculated and presented in accordance with GAAP. Because adjusted EBITDA does not account for certain expenses, its utility as a measure of the company’s operating performance has material limitations. Because of these limitations, the company does not view adjusted EBITDA in isolation or as a primary performance measure and uses other measures, such as net income and sales, to measure operating performance. See the company's Annual Report filed on Form 10-K for a more thorough discussion of the use of adjusted EBITDA.

14

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Net (Loss) Income to

Adjusted Net Income (Loss) from Continuing Operations (a non-GAAP measure)

(in millions)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income (loss) |  | $ | 13 |  |  | $ | 30 |  |  | $ | (9 | ) |  | $ | 49 |
Loss from discontinued operations, net of tax |  |  | — |  |  |  | — |  |  |  | 30 |  |  |  | 1 |
Net income from continuing operations |  |  | 13 |  |  |  | 30 |  |  |  | 21 |  |  |  | 50 |
Facility closures, net of tax (1) |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 1 |
Asset disposal, net of tax (2) |  |  | (2 | ) |  |  | — |  |  |  | (2 | ) |  |  | 1 |
Internal control remediation, net of tax (3) |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | — |
Non-recurring other legal and consulting costs, net of tax (4) |  |  | 4 |  |  |  | — |  |  |  | 5 |  |  |  | — |
Activism response legal and consulting costs, net of tax |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 3 |
Increase in LIFO reserve, net of tax |  |  | 7 |  |  |  | 1 |  |  |  | 8 |  |  |  | 2 |
Adjusted Net Income from Continuing Operations |  | $ | 22 |  |  | $ | 33 |  |  | $ | 34 |  |  | $ | 57 |

Notes to above:

(1) | Charge (after-tax) associated with a facility closure in our International segment.
(2) | Charges (after-tax) associated with asset disposals in our International segment.
(3) | Charges (after-tax) for personnel expenses and professional fees related to the Company's internal control remediation efforts.
(4) | Charges (after-tax) associated with the pending DNOW–MRC Global merger.

The company defines adjusted net income from continuing operations (a non-GAAP measure) as net (loss) income plus the loss from discontinued operations, net of tax, plus or minus the after-tax impact of items deemed non-standard and plus or minus the after-tax impact of its LIFO inventory costing methodology. The impact of the LIFO inventory costing methodology can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. After-tax impacts were determined using the company's U.S. blended statutory rate. The company presents adjusted net income from continuing operations because the company believes it provides useful comparisons of the company’s operating results to other companies, including those companies with whom we compete in the distribution of pipe, valves and fittings to the energy industry, without regard to the irregular variations from certain restructuring events not indicative of the on-going business. The company believes that net (loss) income is the financial measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles that is most directly compared to adjusted net income from continuing operations.

15

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Net Income Attributable to Common Stockholders to

Adjusted Net Income (Loss) Attributable to Common Stockholders (a non-GAAP measure)

(in millions, except per share amounts)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2025 |
|  | Amount |  |  | Per Share* |  |  | Amount |  |  | Per Share* |
Net income (loss) attributable to common stockholders |  | $ | 13 |  |  | $ | 0.15 |  |  | $ | (9 | ) |  | $ | (0.11 | )
Loss from discontinued operations, net of tax |  |  | — |  |  |  | — |  |  |  | 30 |  |  |  | 0.35 |
Asset disposal, net of tax (1) |  |  | (2 | ) |  |  | (0.02 | ) |  |  | (2 | ) |  |  | (0.02 | )
Internal control remediation, net of tax (2) |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | 0.02 |
Non-recurring other legal and consulting costs, net of tax (3) |  |  | 4 |  |  |  | 0.05 |  |  |  | 5 |  |  |  | 0.06 |
Increase in LIFO reserve, net of tax |  |  | 7 |  |  |  | 0.08 |  |  |  | 8 |  |  |  | 0.09 |
Adjusted Net Income Attributable to Common Stockholders |  | $ | 22 |  |  | $ | 0.25 |  |  | $ | 34 |  |  | $ | 0.40 |

Notes to above:

* Does not foot due to rounding

(1) | Charges (after-tax) for an asset disposal in our International segment.
(2) | Charges (after-tax) for personnel expenses and professional fees related to the Company's internal control remediation efforts.
(3) | Charges (after-tax) associated with the pending DNOW-MRC Global merger.

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2024 |  |  | June 30, 2024 |
|  | Amount |  |  | Per Share |  |  | Amount |  |  | Per Share* |
Net income attributable to common stockholders |  | $ | 24 |  |  | $ | 0.28 |  |  | $ | 37 |  |  | $ | 0.43 |
Loss from discontinued operations, net of tax |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | 0.01 |
Asset disposal, net of tax (1) |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | 0.01 |
Facility closures, net of tax (2) |  |  | 1 |  |  |  | 0.01 |  |  |  | 1 |  |  |  | 0.01 |
Activism response legal and consulting costs, net of tax |  |  | 1 |  |  |  | 0.01 |  |  |  | 3 |  |  |  | 0.03 |
Increase in LIFO reserve, net of tax |  |  | 1 |  |  |  | 0.01 |  |  |  | 2 |  |  |  | 0.02 |
Adjusted Net Income Attributable to Common Stockholders |  | $ | 27 |  |  | $ | 0.31 |  |  | $ | 45 |  |  | $ | 0.52 |

Notes to above:

* Does not foot due to rounding

(1) | Charge (after-tax) for an asset disposal in our International segment.
(2) | Charge (after-tax) associated with a facility closure in our International segment.

The company defines adjusted net income attributable to common stockholders (a non-GAAP measure) as net income (loss) attributable to common stockholders, plus the loss from discontinued operations, net of tax, plus or minus the after-tax impact of items deemed non-standard and plus or minus the after-tax impact of its LIFO inventory costing methodology. After-tax impacts were determined using the company's blended statutory rate. The company presents adjusted net income attributable to common stockholders and related per share amounts because the company believes it provides useful comparisons of the company’s operating results to other companies, including those companies with whom we compete in the distribution of pipe, valves, and fittings to the energy industry, without regard to the irregular variations from certain restructuring events not indicative of the on-going business. Those items include goodwill and intangible asset impairments, inventory-related charges, facility closures, severance and restructuring, internal control remediation expenses, as well as the LIFO inventory costing methodology. The impact of the LIFO inventory costing methodology can cause results to vary substantially from company to company depending upon which costing method they may elect. The company believes that net income attributable to common stockholders is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly compared to adjusted net income attributable to common stockholders.

16

MRC Global Inc.

Supplemental Information (Unaudited)

Reconciliation of Long-term Debt to Net Debt (a non-GAAP measure) and the Net Debt Leverage Ratio Calculation

(in millions)

|  | June 30, 2025 |
Long-term debt |  | $ | 445 |
Plus: current portion of debt obligations |  |  | 4 |
Total debt |  |  | 449 |
Less: cash |  |  | 75 |
Net Debt |  | $ | 374 |
Net Debt |  | $ | 374 |
Trailing twelve months adjusted EBITDA |  | $ | 170 |
Net debt leverage ratio |  |  | 2.2 |

Notes to above:

Net Debt and related leverage metrics may be considered non-GAAP measures. The company defines Net Debt as total long-term debt, including current portion, minus cash. The company defines its net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The company believes Net Debt is an indicator of the extent to which the company’s outstanding debt obligations could be satisfied by cash on hand and a useful metric for investors to evaluate the company’s leverage position. The company believes the net debt leverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the company. The company believes total long-term debt (including the current portion) is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Net Debt.

# # #

17