Slide 1: Creating a Premier Energy and Industrial Solutions Provider
Creating a Premier Energy and Industrial Solutions Provider June 26th, 2025
Slide 2: Disclaimers: Forward-Looking Statements
Disclaimers Forward-Looking Statements This presentation includes “forward-looking statements” as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this presentation, including, among other things, statements r
Slide 3: Disclaimers (cont.): Additional Information about the Merger
Disclaimers (cont.) Additional Information about the Merger and Where to Find It In connection with the proposed transaction, DNOW intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of DNOW and MRC that also constitutes a prospectus of DNOW co
Slide 4: Today's Presenters
Today’s Presenters David Mark Rob Kelly Cherechinsky Johnson Saltiel Youngblood President & Senior Vice President & President & Executive Vice President Chief Executive Officer Chief Financial Officer Chief Executive Officer & Chief Financial Officer 4 © 2025 DNOW. All Rights Reserved.
Slide 5: Value-Creating Transaction for DNOW and MRC Shareholders
Value-Creating Creates a Premier Transaction for Energy and Industrial DNOW and MRC Solutions Provider Shareholders Highly Joins Highly Strengthens Global Complementary Compelling Reach in Attractive Footprints Across Key Growth Sectors Strategic Energy and Industrial Rationale Hubs in the U.S. Grea
Slide 6: Value-Creating Transaction for DNOW and MRC Shareholders
Value-Creating Transaction for DNOW and MRC Shareholders DNOW to acquire MRC in an all-stock merger transaction Combined enterprise value of ~$3.0B1, inclusive of MRC’s net debt Transaction Structure MRC shareholders will receive 0.9489 shares of DNOW for each MRC share Pro forma ownership at close:
Slide 7: Creates a Premier Energy and Industrial Solutions Provider
Creates a Premier Energy and Industrial Solutions Provider Leader in Upstream & Midstream Leader in Downstream & Gas Utilities Pipe, Valves, Fittings & Flanges, Pumps & Production, Pipe, Valves, Fittings & Flanges, Gas Products, Mill Tool, Electrical, MRO, Safety & Other MRO, Safety & Other U.S., Ca
Slide 8: Energy and Industrial Solutions Leader Delivering Enhanced Value
Energy and Industrial Solutions Leader Delivering Enhanced Value Pro Forma Enterprise Value1 ~$1.5B ~$1.5B ~$3.0B Revenues2 ~$5.3B Synergies3, 4 $70M Adjusted EBITDA2, 3 $430M Adjusted EBITDA Margin2, 3 7.6% 6.1% ~8.0% Cash Flow From Operations2, 3 $201M $253M ~$500M (1) As of 06/25/2025. (2) Financ
Slide 9: Joins Highly Complementary Footprint Across Key Energy and Industrial Hubs in the U.S.
Joins Highly Complementary Footprint Across Key Energy and Industrial Hubs in the U.S. 2351 SERVICE LOCATIONS 101 DISTRIBUTION AND SUPER CENTERS 1 DNOW Locations ~5,000 MRC Locations Employees DNOW Headquarters MRC Headquarters (1) As of 03/31/2025. 9 © 2025 DNOW. All Rights Reserved.
Slide 10: Strengthens Global Reach in Attractive Growth Markets
Strengthens Global Reach in Attractive Growth Markets DNOW Existing Locations Canada EMEA APAC MRC Existing Locations 401 451 351 T O T A L L O C A T I O N S T O T A L L O C A T I O N S T O T A L L O C A T I O N S Combined International Expands and further strengthens two well-known international br
Slide 11: Greatly Increases Scale and Scope Across Diverse Industries and Global Markets
Greatly Increases Scale and Scope Across Diverse Industries and Global Markets ~$5.3B COMBINED REVENUES Balanced Portfolio Across Attractive Industries Provides Diversification Anticipated Benefits Include: Combined Revenue by End Market1 Diversified Product & Solutions Portfolio: A broader range of
Slide 12: Positive Outlook Backed by a Diversified Portfolio Serving Multiple Strategic Sectors
Positive Outlook Backed by a Diversified Portfolio Serving Multiple Strategic Sectors Upstream & Gas Downstream & Energy Evolution & Midstream Oil & Gas Utilities Industrial New Energies Service upstream producers meeting Destocking has concluded, signaling a Access to numerous industrial Providing
Slide 13: Combines and Enhances Complementary Product Portfolio
Combines and Enhances Complementary Product Portfolio ~$5.3B COMBINED REVENUES Enhanced Product Offering to Better Serve Customers Anticipated Benefits Include: Combined Revenue by Product1 Enhanced Servicing Capabilities: Expanded services, support and solutions tailored for complex customer requir
Slide 14: Creates Value through Cost Synergies
Creates Value through Cost Synergies Breakdown of Synergy Opportunity Estimated Run-Rate Cost Meaningful 2026E EPS Accretion¹ Savings of $70M Corporate 23% Public $70M and IT Company +25% Systems 2026E 50% $70M Operational $42M 27% and Supply Chain Expected to generate approximately $70M of annual c
Slide 15: Strong Cash Flow Generation Capabilities and Robust Balance Sheet
Strong Cash Flow Generation Capabilities and Robust Balance Sheet Provide Liquidity and Capital Allocation Flexibility Robust Balance Sheet with Ample Liquidity Estimated Pro Forma Net Leverage³ Combined Profile Underpins Rapid Deleveraging Pro Forma Liquidity1 ~$550M <0.5x Pro Forma Net Debt2 ~$200
Slide 16: Aligned Missions and Shared Purpose to Serve Customers and Communities
Aligned Missions and Shared Purpose to Serve Customers and Communities Preferred Partner Environmental for Customers & Stewardship & Suppliers Innovation Safe, Inclusive & Community Skilled Workforce Engagement & Corporate Responsibility Combined Commitment to Responsible Business Practices and Sust
Slide 17: Value-Creating Transaction for DNOW and MRC Shareholders
Value-Creating Creates a Premier Transaction for Energy and Industrial DNOW and MRC Solutions Provider Shareholders Highly Joins Highly Expands Global Complementary Compelling Reach in Attractive Footprints Across Key Growth Sectors Strategic Energy and Industrial Rationale Hubs in the U.S. Greatly
Slide 18: Appendix
Appendix 18 © 2025 DNOW. All Rights Reserved.
Slide 19: Reconciliation of Non-GAAP Financial Measures: DNOW Inc. Adjusted EBITDA
Reconciliation of Non-GAAP Financial Measures DNOW Inc. Adjusted EBITDA Twelve Months Ended Three Months Ended ($ in millions) March 31, March 31, December 31, September 30, June 30, Reconciliation to Adjusted EBITDA 2025 2025 2024 2024 2024 GAAP net income attributable to DNOW Inc. $ 82 $ 22 $ 23 $
Slide 20: Reconciliation of Non-GAAP Financial Measures: MRC Global Adjusted EBITDA
Reconciliation of Non-GAAP Financial Measures MRC Global Adjusted EBITDA Twelve Months Ended Three Months Ended ($ in millions) March 31, March 31, December 31, September 30, June 30, Reconciliation to Adjusted EBITDA 2025 2025 2024 2024 2024 Net (loss) income $ 14 $(22) $(23) $ 29 $ 30 Loss from di
Slide 21: Reconciliation of Non-GAAP Financial Measures: Net Debt
Reconciliation of Non-GAAP Financial Measures Net Debt ($ in millions) As of March 31, 2025 Balance Sheet DNOW MRC Borrowings —$ 27 Term Loan —$ 350 Total debt —$ 377 Cash $ 219 $ 63 Net Debt $(219) $ 314 21 © 2025 DNOW. All Rights Reserved.