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MRC Global Announces Second Quarter 2025 Results

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MRC Global (NYSE: MRC) reported strong Q2 2025 results with sales of $798 million, up 12% from Q1 2025. The company achieved net income of $13 million ($0.15 per diluted share) and Adjusted EBITDA of $54 million (6.8% of sales). Key highlights include a gross profit margin of 18.9% and return of $15 million to shareholders through share repurchases.

Significantly, MRC announced a transformative merger agreement with DNOW Inc., expected to close in Q4 2025, creating a premier energy and industrial solutions provider. The company's performance was driven by strong growth across all sectors, with PTI sector leading at 26% growth and Gas Utilities showing 10% sequential growth. The company maintains a solid financial position with $574 million in liquidity as of June 30, 2025.

MRC Global (NYSE: MRC) ha riportato risultati solidi nel secondo trimestre del 2025 con vendite per 798 milioni di dollari, in aumento del 12% rispetto al primo trimestre del 2025. L'azienda ha registrato un utile netto di 13 milioni di dollari (0,15 dollari per azione diluita) e un EBITDA rettificato di 54 milioni di dollari (6,8% delle vendite). Tra i punti salienti, un margine lordo del 18,9% e la restituzione di 15 milioni di dollari agli azionisti tramite riacquisto di azioni.

In modo significativo, MRC ha annunciato un accordo di fusione trasformativo con DNOW Inc., previsto per il quarto trimestre del 2025, che darà vita a un fornitore leader di soluzioni energetiche e industriali. La crescita è stata trainata da tutti i settori, con il settore PTI in testa con una crescita del 26% e le Utility del gas con una crescita sequenziale del 10%. L'azienda mantiene una solida posizione finanziaria con 574 milioni di dollari di liquidità al 30 giugno 2025.

MRC Global (NYSE: MRC) reportó sólidos resultados en el segundo trimestre de 2025 con ventas por 798 millones de dólares, un aumento del 12% respecto al primer trimestre de 2025. La compañía logró un ingreso neto de 13 millones de dólares (0.15 dólares por acción diluida) y un EBITDA ajustado de 54 millones de dólares (6.8% de las ventas). Entre los aspectos destacados se incluyen un margen bruto del 18.9% y la devolución de 15 millones de dólares a los accionistas mediante recompras de acciones.

De manera significativa, MRC anunció un acuerdo de fusión transformador con DNOW Inc., que se espera cierre en el cuarto trimestre de 2025, creando un proveedor líder en soluciones energéticas e industriales. El desempeño de la compañía fue impulsado por un fuerte crecimiento en todos los sectores, con el sector PTI liderando con un crecimiento del 26% y las utilidades de gas mostrando un crecimiento secuencial del 10%. La empresa mantiene una posición financiera sólida con 574 millones de dólares en liquidez al 30 de junio de 2025.

MRC Global (NYSE: MRC)� 2025� 2분기� 7� 9,800� 달러� 매출� 기록하며 2025� 1분기 대� 12% 성장� 강력� 실적� 발표했습니다. 회사� 1,300� 달러� 순이�(희석 주당 0.15달러)� 5,400� 달러� 조정 EBITDA(매출� 6.8%)� 달성했습니다. 주요 성과로는 18.9%� 총이익률� 주식 재매입을 통해 1,500� 달러� 주주에게 환원� 점이 포함됩니�.

특히 MRC� 2025� 4분기 마감� 목표� DNOW Inc.와� 혁신적인 합병 계약� 발표했으�, 이를 통해 에너지 � 산업 솔루� 분야� 선도 기업� 탄생� 예정입니�. 모든 부문에� 강력� 성장� 이루어졌으며, PTI 부문이 26% 성장했고 가� 유틸리티 부문은 전분� 대� 10% 성장했습니다. 회사� 2025� 6� 30� 기준 5� 7,400� 달러� 유동�� 유지하며 견고� 재무 상태� 유지하고 있습니다.

MRC Global (NYSE: MRC) a annoncé de solides résultats pour le deuxième trimestre 2025 avec des ventes de 798 millions de dollars, en hausse de 12 % par rapport au premier trimestre 2025. La société a réalisé un bénéfice net de 13 millions de dollars (0,15 dollar par action diluée) et un EBITDA ajusté de 54 millions de dollars (6,8 % des ventes). Les points clés incluent une marge brute de 18,9 % et un retour de 15 millions de dollars aux actionnaires via des rachats d’actions.

De manière significative, MRC a annoncé un accord de fusion transformateur avec DNOW Inc., dont la clôture est prévue au quatrième trimestre 2025, créant un fournisseur de premier plan en solutions énergétiques et industrielles. La performance de la société a été portée par une forte croissance dans tous les secteurs, avec le secteur PTI en tête avec une croissance de 26 % et les services de gaz affichant une croissance séquentielle de 10 %. L’entreprise maintient une position financière solide avec 574 millions de dollars de liquidités au 30 juin 2025.

MRC Global (NYSE: MRC) meldete starke Ergebnisse für das zweite Quartal 2025 mit Umsätzen von 798 Millionen US-Dollar, ein Anstieg von 12 % gegenüber dem ersten Quartal 2025. Das Unternehmen erzielte einen Nettoertrag von 13 Millionen US-Dollar (0,15 US-Dollar pro verwässerter Aktie) und ein bereinigtes EBITDA von 54 Millionen US-Dollar (6,8 % des Umsatzes). Zu den wichtigsten Highlights gehören eine Bruttogewinnmarge von 18,9 % und die Rückführung von 15 Millionen US-Dollar an die Aktionäre durch Aktienrückkäufe.

Bedeutsam ist die Ankündigung einer transformierenden Fusionsvereinbarung mit DNOW Inc., die voraussichtlich im vierten Quartal 2025 abgeschlossen wird und einen führenden Anbieter von Energie- und Industrielösungen schaffen wird. Die Leistung des Unternehmens wurde durch starkes Wachstum in allen Sektoren angetrieben, wobei der PTI-Sektor mit 26 % Wachstum führte und die Gasversorgung einen sequenziellen Zuwachs von 10 % verzeichnete. Das Unternehmen hält eine solide Finanzposition mit 574 Millionen US-Dollar Liquidität zum 30. Juni 2025.

Positive
  • Announced transformative merger with DNOW to create a premier energy solutions provider
  • Sales increased 12% quarter-over-quarter to $798 million
  • Strong liquidity position of $574 million
  • PTI sector achieved 26% sequential sales growth
  • Returned $15 million to shareholders through share repurchases
  • Gas Utilities business showed 10% sequential revenue growth
Negative
  • Net income declined to $13 million from $30 million in Q2 2024
  • Gross profit margin decreased to 18.9% from 21.2% year-over-year
  • Backlog decreased 2% from previous quarter
  • Share repurchase program suspended due to pending merger
  • SG&A expenses increased to 16.3% of sales compared to 15.3% year-over-year

Insights

MRC Global reported strong Q2 sequential growth but year-over-year declines; pending DNOW merger represents significant strategic shift amid mixed sector performance.

MRC Global delivered $798 million in Q2 revenue, flat year-over-year but up 12% sequentially. While this sequential growth is impressive and hit the top of their guidance range, the year-over-year comparison reveals some concerning trends. Net income from continuing operations fell significantly to $13 million compared to $30 million in Q2 2024, representing a 57% decline.

Profitability metrics show similar pressure, with adjusted EBITDA of $54 million (or 6.8% of sales) down from $65 million (8.1% of sales) a year ago. Gross profit margins contracted from 21.2% to 18.9% year-over-year, while adjusted gross profit margins narrowed from 22.5% to 21.6%.

The segment analysis reveals a shifting business mix. Gas Utilities (now 37% of total sales) grew 4% year-over-year and 10% sequentially, demonstrating resilience. PTI sector (35% of sales) showed strong growth of 8% year-over-year and an impressive 26% sequentially. However, the DIET sector (28% of sales) declined 13% year-over-year, primarily due to completed non-recurring projects.

The pending all-stock merger with DNOW represents a transformative strategic move. Management has suspended share repurchases (after buying back $15 million at $12.35 per share) and future guidance due to this pending transaction. The $6 million in merger-related expenses impacted SG&A costs, which rose to 16.3% of sales versus 15.3% a year ago.

MRC's backlog of $589 million declined 2% sequentially, with PTI sector weakness partially offset by DIET and Gas Utilities improvements. The company's balance sheet shows $75 million in cash and $449 million in long-term debt, with negative operating cash flow of $46 million in Q2, suggesting some working capital challenges despite the sequential revenue improvement.

HOUSTON, Aug. 06, 2025 (GLOBE NEWSWIRE) -- MRC Global Inc. (NYSE: MRC)today announced secondquarter 2025results from continuing operations.

Second Quarter 2025Financial Highlights:

  • Sales of $798Dz, a 12%increasecompared to thefirst quarter of 2025
  • Gross profit, as a percentage of sales, of18.9%
  • Adjusted Gross Profit, as a percentage of sales, of21.6%
  • Netincome from continuing operations of$13Dz
  • Adjusted EBITDA of $54Dz, or6.8%of sales
  • ٳܰԱ$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 guidancerange. 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 revenuegrowth, fueled by increased constructionprojects. Adjusted EBITDA surged 50% sequentially, withmarginsexpanding170 basis points, reflecting strong operating leverage. We also returned$15 million to shareholders through strategic share repurchases at an average price of$12.35per share.

“Our recently announcedmerger agreement with DNOW Inc. marks a transformative step forward for MRC Global. This combination will createa 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 ourinvestors 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.

Netincome from continuing operations for the secondquarter of2025was$13Dz, as comparedto netincome from continuing operationsof$30Dz in the secondquarter of2024.Adjusted net income from continuing operationsfor thesecondquarter of2025Ի the secondquarter of2024was$22DzԻ $33Dz, respectively.

Netincomeattributable to common stockholders for thesecondquarter of2025was$13Dz, or$0.15per diluted share,as compared to netincome attributable to common stockholders of$24Dz, or$0.28per diluted share, forthesecondquarter of2024. Adjusted net income attributable to common stockholders for thesecondquarter of2025was$22Dz, or$0.25per diluted share, as compared to thesecondquarter of2024adjusted net income attributable to common stockholdersof$27Dz, or$0.31per diluted share.

Adjusted Net Income (Loss) from Continuing Operations,Adjusted NetIncome 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.

MRC Global’ssecond quarter of2025 gross profit was $151Dz, or18.9%of sales, as compared to the secondquarter of 2024 gross profit of $169Dz, or 21.2%of sales. Gross profit for each ofthe second quarter2025 and 2024 includes$10Dz ofexpenseԻ $1Dz ofexpense, 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 $172Dz, or 21.6%of sales, for the second quarter of 2025 and was$180Dz, or22.5%of sales, for the secondquarter of 2024.

Selling, general and administrative (SG&A) expenses were $130Dz, or 16.3%of sales, for the secondquarter of 2025, as compared to$122Dz, or15.3%of sales, for the same period in2024. Adjusted SG&A for thesecondquarter of 2025was$124Dz, or 15.5%of sales, which excluded$6 million ofother non-recurring legal and consulting costs related to the pending DNOW–MRC Global merger.Adjusted SG&A for the secondquarter of 2024 was$120Dz, or15.0%of sales, which excluded$2Dz for activism response and facility closure expenses.

Adjusted EBITDA was$54Dz, or6.8%of sales, in thesecondquarter of2025as compared to$65Dz, or8.1%of sales, for the same period in2024.

An income taxexpenseof$5Dz was incurred inthe secondquarter of2025, with aneffective tax rate of28%,as compared to an income taxexpenseof$12Dz, with aneffective tax rate of29%, for the secondquarter of 2024. Theseratesdiffer 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 onMarch 14, 2025, theresults of which are reflected in discontinued operations forall periodspresented.

Sales

The company’s sales were $798Dz for the secondquarter of 2025, which was similar tothe secondquarter of 2024Ի12%higherthan thefirst quarter of 2025. Compared to the same quarter a year ago, the Downstream, Industrial,Ի Energy Transition (DIET)sector experienced a slightdecline, balanced by growthin the Production and Transmission Infrastructure (PTI) and Gas Utilities sectors. Sequentially, the company’s salesincrease was across all sectors, with the PTI sector leading the growth, followed by the Gas UtilitiesԻ DIET sectors.

Sales bySegment

U.S. sales in the secondquarter of 2025were $658Dz, a$19Dz, or 3%,decrease from the same quarter in 2024.DIETsectorsalesdecreased$26Dz, 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 revenueincreased$12Dz, 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. salesincreased$67Dz, or11%. The PTIsector led with a$41Dz, or 26%, increase driven bymidstream pipeline projects and the scaling of a key customer contract.The U.S. Gas Utilities sector also contributed, with sales growing$26Dz, or10%,on the strength of seasonal construction activity and recent project wins. DIETsector sales wereunchanged.

International sales reached$140Dz in the secondquarter of 2025, an increase of$18Dz, 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$19Dz, or16%, 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 energyprojects in Norway and mining projects in Australia.

Sales by Sector

Gas Utilities sector sales, which areprimarily U.S.-based,were $299Dzin the secondquarter of 2025, or 37%of total sales, anincreaseof$12Dz, or4%, from the secondquarter of 2024.

Sequentially,comparedto the first quarter of 2025,the Gas Utilities sector salesincreased$26Dz, or 10%.

DIET sector sales in the secondquarter of 2025were$223Dz, or 28%of total sales, adecreaseof $33Dz, or13%, from the secondquarter of 2024, withdeclines in the U.S. and International segments.

Sequentially,compared to the previous quarter, DIET sector sales were up$3Dz, or1%, driven bytheInternationalsegment.

PTI sector sales in the secondquarter of 2025were $276Dz, or35%of total sales, anincrease of$20Dz, or 8%, from the secondquarter of 2024. Theincreasein 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 salesincreased$57Dz, or 26%, led by growth intheU.S., followed bytheInternational segment.

Backlog

As ofJune 30, 2025, the company's backlog was$589Dz, a2% 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 ofJune 30, 2025, the cash balancewas $75Dz,long-term debt (including current portion) was$449Dz, and Net Debt was $374Dz. Cashused in continuing operations was$46 millionin the secondquarter of 2025. As of June 30, 2025, availability under the company’s asset-based lending facility was$499Dz, andliquidity was $574Dz.

Share Repurchase Program

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

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

Agreement to Combine with DNOW

On June 26, 2025, DNOW Inc. (NYSE: DNOW) and MRC Globaljointly announced a definitive merger agreementunder which DNOW will acquire MRC Globalin an all-stock transaction. The transaction was unanimously approved by both theDNOW and MRC Global boards of directors. The transaction is subject to shareholderapprovals, regulatory approvals, and other customary closing conditions. It is currently anticipated that thetransaction 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 secondquarter 2025results.

About MRC Global Inc.

Headquartered in Houston, Texas, MRC Global (NYSE: MRC) is the leading global distributor of pipe, valves,fittings (PVF) andother 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 approximately200 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 Section27A of the Securities Act and Section21E 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, theanticipated impact of the mergeron 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 companys business and future financial operating results, the expected amount and timing of synergies from the merger, the anticipated closing date for the merger, the companys business, including its strategy, its industry, the companys future profitability, the companys guidance on its sales, adjusted EBITDA, adjusted EBITDA margin,tax rate, capitalexpenditures, achieving cost savings and cash flow, debt reduction, liquidity, growth in the companys various markets and the companys expectations, beliefs, plans, strategies, objectives, prospects and assumptions are not guarantees of future performance. These statements are based on managements 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 Globals control, including the factors described in the companys SEC filings that may cause the companys actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.

These risks and uncertainties include (among others)the risk associated with each of our and DNOW's ability to obtain the approval of stockholdersrequired to consummate the mergerԻ the timing of the closing of the merger, including the riskthat the conditions to the transaction are not satisfied on a timely basis or at all or the failure of thetransaction to close for any other reason or to close on the anticipated terms;the effect of the announcement, pendency or completion of the mergeron our business relationships and business operations generally;the risk that the expected benefits and synergies of the mergermay not be fully achieved in atimely manner, or at all;decreasesin 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 companys 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 companys profit; the companys 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 companys 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 companys 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 companys 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 companys business in an efficient or optimized manner; the companys ability to compete successfully with other companies;the companys lack of long-term contracts with many of its customers and the companys 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 companys information systems; the occurrence of cybersecurity incidents; risks related to the companys 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 companys goodwill or other intangible assets; adverse changes in political or economic conditions in the countries in which the company operates; the companys significant indebtedness; the dependence on the companys subsidiaries for cash to meet parent company obligations; changes in the companys credit profile; potential inability to obtain necessary capital; the sufficiency of the companys 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 Investorspage 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.
[email protected]
832-308-2847


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 definitivejoint 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 ENTIRETYIF 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 [email protected] 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 [email protected] 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 securityholdings or otherwise, is set forth in the registration statement, the definitive joint proxy statement/prospectus and other materials when they arefiled with the SEC in connection with the merger. Free copies of these documents may be obtained as described in the paragraphs above.

MRC Global Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in millions, except shares)
June 30,December 31,
20252024
Assets
Current assets:
Cash$75$63
Accounts receivable, net469378
Inventories, net490415
Other current assets4329
Current assets of discontinued operations136
Total current assets1,078921
Long-term assets:
Operating lease assets159170
Property, plant and equipment, net10289
Other assets3637
Intangible assets:
Goodwill, net264264
Other intangible assets, net135143
Total assets$1,774$1,624
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable$438$329
Accrued expenses and other current liabilities114124
Operating lease liabilities3131
Current portion of debt obligations43
Current liabilities of discontinued operations21
Total current liabilities587508
Long-term liabilities:
Long-term debt445384
Operating lease liabilities142153
Deferred income taxes3735
Other liabilities2728
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, respectively11
Additional paid-in capital1,7811,779
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' equity536516
Total liabilities and stockholders' equity$1,774$1,624


MRC Global Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except per share amounts)
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2025202420252024
Sales$798$799$1,510$1,576
Cost of sales6476301,2171,248
Gross profit151169293328
Selling, general and administrative expenses130122254242
Operating income21473986
Other (expense) income:
Interest expense(10)(7)(19)(15)
Other, net727(1)
Income from continuing operations before income taxes18422770
Income tax expense from continuing operations512620
Net income from continuing operations13302150
Income (loss) from discontinued operations, net of tax(30)(1)
Net income (loss)1330(9)49
Series A preferred stock dividends612
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, basic85.585.285.684.9
Weighted-average common shares, diluted86.686.485.686.2


MRC Global Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Six Months Ended
June 30,June 30,
20252024
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 amortization1210
Amortization of intangibles910
Equity-based compensation expense87
Deferred income tax expense1
Increase in LIFO reserve112
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 payable10625
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 activities51
Investing cash flows from continuing operations(19)(13)
Investing cash flows from discontinued operations17
Net cash used in investing activities(2)(13)
Financing activities
Payments on revolving credit facilities(337)(115)
Proceeds from revolving credit facilities400258
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 operations39(169)
Financing cash flows from discontinued operations
Net cash provided by (used in) financing activities39(169)
Increase (decrease) in cash7(81)
Effect of foreign exchange rate on cash5(1)
Cash -- beginning of period63131
Cash -- end of period$75$49


MRC Global Inc.
Supplemental Sales Information (Unaudited)
(in millions)

Disaggregated Sales by Segment and Sector
Three Months Ended
June 30,


U.S.InternationalTotal
2025
Gas Utilities$299$$299
DIET16261223
PTI19779276
$658$140$798
2024
Gas Utilities$287$$287
DIET18868256
PTI20254256
$677$122$799


Six Months Ended
June 30,


U.S.InternationalTotal
2025
Gas Utilities$572$$572
DIET324119443
PTI353142495
$1,249$261$1,510
2024
Gas Utilities$552$$552
DIET390133523
PTI40299501
$1,344$232$1,576


MRC Global Inc.
Supplemental Sales Information (Unaudited)
(in millions)

Sales by Product Line

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
Type2025202420252024
Line Pipe$94$125$166$238
Carbon Fittings and Flanges106102196198
Total Carbon Pipe, Fittings and Flanges200227362436
Valves, Automation, Measurement and Instrumentation294284571563
Gas Products209193396380
Stainless Steel and Alloy Pipe and Fittings34357473
General Products6160107124
$798$799$1,510$1,576


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,PercentageJune 30,Percentage
2025of Revenue2024of Revenue
Gross profit, as reported$15118.9%$16921.2%
Depreciation and amortization70.9%50.6%
Amortization of intangibles40.5%50.6%
Increase in LIFO reserve101.3%10.1%
Adjusted Gross Profit$17221.6%$18022.5%


Six Months Ended
June 30,PercentageJune 30,Percentage
2025of Revenue2024of Revenue*
Gross profit, as reported$29319.4%$32820.8%
Depreciation and amortization120.8%100.6%
Amortization of intangibles90.6%100.6%
Increase in LIFO reserve110.7%20.1%
Adjusted Gross Profit$32521.5%$35022.2%

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 companydepending 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.

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 EndedSix Months Ended
June 30,June 30,June 30,June 30,
2025202420252024
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) expensesas 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&Ameasures the company’s operating performance without regard to certain non-recurring, non-cash or transaction-related expenses.The company uses adjusted SG&Aas 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.

MRC Global Inc.
Supplemental Information (Unaudited)
Reconciliation of Net Income (Loss) to Adjusted EBITDA (a non-GAAP measure)
(in millions)
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2025202420252024
Net income (loss)$13$30$(9)$49
Loss from discontinued operations, net of tax301
Net income from continuing operations13302150
Income tax expense512620
Interest expense1071915
Depreciation and amortization751210
Amortization of intangibles45910
Facility closures (1)11
Increase in LIFO reserve101112
Equity-based compensation expense (2)4387
Internal control remediation (3)2
Non-recurring other legal and consulting costs (4)67
Activism response legal and consulting costs14
Write off of debt issuance costs1
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.

MRC Global Inc.
Supplemental Information (Unaudited)
Reconciliation of Net (Loss) Incometo
Adjusted Net Income (Loss)from Continuing Operations(a non-GAAP measure)
(in millions)
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2025202420252024
Net income (loss)$13$30$(9)$49
Loss from discontinued operations, net of tax301
Net income from continuing operations13302150
Facility closures, net of tax (1)11
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)45
Activism response legal and consulting costs, net of tax13
Increase in LIFO reserve, net of tax7182
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-taximpact of items deemed non-standard andplus 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. blendedstatutory rate. The company presents adjusted net income from continuing operationsbecause 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 incomefrom continuing operations.

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 EndedSix Months Ended
June 30, 2025June 30, 2025
AmountPer Share*AmountPer Share*
Net income (loss) attributable to common stockholders$13$0.15$(9)$(0.11)
Loss from discontinued operations, net of tax300.35
Asset disposal, net of tax (1)(2)(0.02)(2)(0.02)
Internal control remediation, net of tax (2)20.02
Non-recurring other legal and consulting costs, net of tax (3)40.0550.06
Increase in LIFO reserve, net of tax70.0880.09
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 EndedSix Months Ended
June 30, 2024June 30, 2024
AmountPer ShareAmountPer Share*
Net income attributable to common stockholders$24$0.28$37$0.43
Loss from discontinued operations, net of tax10.01
Asset disposal, net of tax (1)10.01
Facility closures, net of tax (2)10.0110.01
Activism response legal and consulting costs, net of tax10.0130.03
Increase in LIFO reserve, net of tax10.0120.02
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-taximpact of items deemed non-standard andplus or minus the after-tax impact of its LIFO inventory costing methodology. After-tax impacts were determined using the company'sblendedstatutory rate.The company presents adjusted net income attributable to common stockholders and related per share amountsbecause 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.

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 obligations4
Total debt449
Less: cash75
Net Debt$374
Net Debt$374
Trailing twelve months adjusted EBITDA$170
Net debt leverage ratio2.2

Notes to above:

Net Debt and related leverage metrics may be considered non-GAAP measures. The companydefines Net Debt as total long-term debt, including current portion, minus cash. The company definesits net debt leverage ratio as Net Debt divided by trailing twelve months Adjusted EBITDA. The companybelieves 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 debtleverage ratio is a commonly used metric that management and investors use to assess the borrowing capacity of the company. The companybelieves 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.


FAQ

What are MRC Global's Q2 2025 earnings results?

MRC Global reported Q2 2025 sales of $798 million, net income of $13 million ($0.15 per diluted share), and Adjusted EBITDA of $54 million (6.8% of sales).

What are the details of MRC Global's merger with DNOW?

DNOW will acquire MRC Global in an all-stock transaction, unanimously approved by both boards. The merger is expected to close in Q4 2025, subject to shareholder and regulatory approvals.

How much did MRC stock buybacks cost in Q2 2025?

MRC Global repurchased $15 million of its common stock at an average price of $12.35 per share during Q2 2025. The program has been suspended due to the pending DNOW merger.

What was MRC Global's sector performance in Q2 2025?

Gas Utilities sector represented 37% of sales ($299M), PTI sector 35% ($276M), and DIET sector 28% ($223M). PTI showed the strongest sequential growth at 26%.

What is MRC Global's current financial position?

As of June 30, 2025, MRC Global had $75 million in cash, $449 million in long-term debt, and total liquidity of $574 million.
Mrc Global Inc

NYSE:MRC

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MRC Stock Data

1.22B
82.90M
2.39%
99.77%
1.89%
Oil & Gas Equipment & Services
Wholesale-industrial Machinery & Equipment
United States
HOUSTON