DNOW Inc.

Previous wording

Some of the statements in this document including information referenced or incorporated by reference from our other filings with the SEC, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements typically are identified by use of terms such as “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “plans,” “may,” “will,” “might,” “would,” “should,” “seeks,” “project,” “predict,” “potential,” “currently,” “continue,” “intends,” “outlook,” “forecasts,” “targets,” “reflects,” “could,” or other similar words and phrases, although some forward-looking statements could be expressed differently. Forward-looking statements are current only as of the date they are made. You should be aware that our actual results could differ materially from results anticipated in the forward-looking statements due to a number of factors and risks many of which are outside of our control, including, but not limited to, changes in oil and gas prices, changes in the energy markets, customer demand for our products, changes in trade policies including the imposition or elimination of additional tariffs and duties, significant changes in the size of our customers, difficulties encountered in integrating mergers and acquisitions, general volatility in the capital markets, ability to complete the share repurchase program, changes in applicable government regulations, increased borrowing costs, geopolitical conditions and tensions (including the Ukraine and Middle East conflicts and their regional and global impacts) or any litigation arising out of or related thereto, impairments in long-lived assets, the occurrence of cyber incidents, or failure by us or our third-party service providers to maintain cybersecurity and the integrity of confidential data, and worldwide economic conditions and activity. You should also consider carefully the statements under “Risk Factors,” as disclosed in our Form 10-K, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and that are otherwise described from time to time in our SEC reports as filed. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. We undertake no obligation to update any such factors or forward-looking statements to reflect new information, future events or developments, or otherwise, except to the extent required by applicable law.

Current wording

Some of the statements in this document including information referenced or incorporated by reference from our other filings with the SEC, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements typically are identified by use of terms such as “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “plans,” “may,” “will,” “might,” “would,” “should,” “seeks,” “project,” “predict,” “potential,” “currently,” “continue,” “intends,” “outlook,” “forecasts,” “targets,” “reflects,” “could,” or other similar words and phrases, although some forward-looking statements could be expressed differently. Forward-looking statements are current only as of the date they are made. You should be aware that our actual results could differ materially from results anticipated in the forward-looking statements due to a number of factors and risks many of which are outside of our control, including, but not limited to, changes in oil and gas prices, changes in the energy markets, customer demand for our products, changes in trade policies including the imposition or elimination of additional tariffs and duties, significant changes in the size of our customers, difficulties encountered in integrating mergers and acquisitions (including certain risks relating to the mergers, such as: the risk associated with each of DNOW’s and MRC Global’s ability to obtain the approval of its stockholders required to consummate the mergers; the timing of the closing of the mergers; 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 possibility that regulatory approvals for any dispositions or acquisitions will not be received on a timely basis, if at all, or that such approvals may require modification to the terms of the mergers or DNOW’s or MRC Global’s remaining businesses; the risk that the expected benefits and synergies of the mergers may not be fully achieved in a timely manner, or at all), general volatility in the capital markets, ability to complete the share repurchase program, changes in applicable government regulations, increased borrowing costs, geopolitical conditions and tensions (including the Ukraine and Middle East conflicts and their regional and global impacts) or any litigation arising out of or related thereto, impairments in long-lived assets, the occurrence of cyber incidents, or failure by us or our third-party service providers to maintain cybersecurity and the integrity of confidential data, and worldwide economic conditions and activity. You should also consider carefully th…

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Previous wording

We are a distributor to the oil and gas, energy transition and industrial markets with a legacy of over 160 years. We operate primarily under the DNOW brand along with several affiliated brands operating in local, regional or international markets that are tied to prior acquisitions. Through a network of approximately 165 locations and approximately 2,575 employees worldwide, our operating locations utilize a complementary suite of technology, systems, order and fulfillment processes and sourcing and procurement channels to provide products and services to a variety of customers operating in the energy and industrial markets. Additionally, through our DigitalNOW® platform, customers can leverage technology across applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets.

Current wording

We are a distributor to the oil and gas, energy transition and industrial markets with a legacy of over 160 years. We operate primarily under the DNOW brand along with several affiliated brands operating in local, regional or international markets that are tied to prior acquisitions. Through a network of approximately 160 locations and approximately 2,575 employees worldwide, our operating locations utilize a complementary suite of technology, systems, order and fulfillment processes and sourcing and procurement channels to provide products and services to a variety of customers operating in the energy and industrial markets. Additionally, through our DigitalNOW® platform, customers can leverage technology across applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets.

Previous wording

Our supplier network consists of thousands of vendors in approximately 30 countries. From our operations, we sell to customers operating in approximately 75 countries. The supplies and equipment stocked by each of our locations are customized to meet varied and changing local customer demands. We believe the breadth, scale and availability of our product offering enhances our value proposition to our customers, suppliers and shareholders.

Current wording

Our supplier network consists of thousands of vendors in approximately 30 countries. From our operations, we sell to customers operating in approximately 70 countries. The supplies and equipment stocked by each of our locations are customized to meet varied and changing local customer demands. We believe the breadth, scale and availability of our product offering enhances our value proposition to our customers, suppliers and shareholders.

Previous wording

We have approximately 110 locations in the U.S., which are geographically positioned to best serve the upstream, midstream, downstream, renewable energy and industrial markets.

Current wording

We have approximately 105 locations in the U.S., which are geographically positioned to best serve the upstream, midstream, downstream, renewable energy and industrial markets.

Previous wording

The Company has committed to close certain foreign subsidiaries in the International segment. Impairment of assets were not material for the three months ended March 31, 2025; however, accumulated translation gains and losses attributable to the foreign subsidiaries which are components of other comprehensive income (loss) are reclassified to earnings and may result in additional charges when liquidations are substantially complete.

Current wording

The Company has committed to close certain foreign subsidiaries in the International segment. Impairment of assets were not material for the three and six months ended June 30, 2025; however, accumulated translation gains and losses attributable to the foreign subsidiaries which are components of other comprehensive income (loss) are reclassified to earnings and may result in additional charges when liquidations are substantially complete.

Previous wording

Our results are dependent on, among other factors, the level of worldwide oil and gas drilling and completions, well remediation activity, crude oil and natural gas prices, capital spending by oilfield service companies and drilling contractors, and the worldwide oil and gas inventory levels. Key industry indicators for the first quarter of 2025 and 2024 and the fourth quarter of 2024 include the following:

Current wording

Our results are dependent on, among other factors, the level of worldwide oil and gas drilling and completions, well remediation activity, crude oil and natural gas prices, capital spending by oilfield service companies and drilling contractors, and the worldwide oil and gas inventory levels. Key industry indicators for the second quarter of 2025 and 2024 and the first quarter of 2025 include the following:

Previous wording

The worldwide quarterly average rig count remained flat at 1,707 and the U.S. increased 0.3% (from 586 rigs to 588 rigs) in the first quarter of 2025 compared to the fourth quarter of 2024. The average price per barrel of West Texas Intermediate Crude increased 1.6% (from $70.69 per barrel to $71.84 per barrel), and average natural gas prices increased 70.1% (from $2.44 per MMBtu to $4.15 per MMBtu) in the first quarter of 2025 compared to the fourth quarter of 2024. The average price per short ton of Hot-Rolled Coil increased 9.0% (from $691.05 per short ton to $753.21 per short ton) in the first quarter of 2025 compared to the fourth quarter of 2024. U.S. Wells Completed declined 1.7% (from 2,850 completion count to 2,801 completion count) in the first quarter of 2025 compared to the fourth quarter of 2024.

Current wording

The worldwide quarterly average rig count declined 6.4% (from 1,707 rigs to 1,597 rigs) and the U.S. declined 2.9% (from 588 rigs to 571 rigs) in the second quarter of 2025 compared to the first quarter of 2025. The average price per barrel of West Texas Intermediate Crude declined 10.0% (from $71.84 per barrel to $64.63 per barrel), and average natural gas prices declined 23.1% (from $4.15 per MMBtu to $3.19 per MMBtu) in the second quarter of 2025 compared to the first quarter of 2025. The average price per short ton of Hot-Rolled Coil increased 19.7% (from $753.21 per short ton to $901.50 per short ton) in the second quarter of 2025 compared to the first quarter of 2025. U.S. Wells Completed declined 6.7% (from 3,005 completion count to 2,803 completion count) in the second quarter of 2025 compared to the first quarter of 2025.

Previous wording

U.S. rig count at April 25, 2025 was 587 rigs, flat from the first quarter 2025 average. The price for West Texas Intermediate Crude was $63.85 per barrel at April 25, 2025, down 11.1% from the first quarter 2025 average. The price for natural gas was $2.71 per MMBtu at April 25, 2025, down 34.7% from the first quarter 2025 average. The price for Hot-Rolled Coil was $925.00 per short ton at April 28, 2025, up 22.8% from the first quarter 2025 average.

Current wording

U.S. rig count at July 25, 2025 was 542 rigs, down 29 rigs from the second quarter 2025 average. The price for West Texas Intermediate Crude was $66.38 per barrel at July 25, 2025, up 2.7% from the second quarter 2025 average. The price for natural gas was $3.10 per MMBtu at July 25, 2025, down 2.8% from the second quarter 2025 average. The price for Hot-Rolled Coil was $873.00 per short ton at July 28, 2025, down 3.2% from the second quarter 2025 average.

Previous wording

For the three months ended March 31, 2025, the Company generated net income attributable to DNOW Inc. of $22 million on $599 million in revenue. For the three months ended March 31, 2025, revenue increased $36 million or 6.4% and net income attributable to DNOW Inc. increased $1 million when compared to the corresponding period of 2024.

Current wording

For the three and six months ended June 30, 2025, the Company generated net income attributable to DNOW Inc. of $25 million and $47 million on $628 million and $1,227 million in revenue, respectively. For the three and six months ended June 30, 2025, revenue decreased $5 million or 0.8% and increased $31 million or 2.6%, respectively, and net income attributable to DNOW Inc. increased $1 million and $2 million, respectively, when compared to the corresponding periods of 2024.

Previous wording

For the three months ended March 31, 2025, the Company generated an operating profit of $30 million compared to $28 million for the corresponding period of 2024.

Current wording

For the three and six months ended June 30, 2025, the Company generated an operating profit of $32 million and $62 million, respectively, compared to $33 million and $61 million, respectively, for the corresponding periods of 2024.

Previous wording

Our outlook for the Company remains tied to crude oil and natural gas commodity prices, global oil and gas drilling and completions activity, oil and gas spending, and global demand for oil, its refined petroleum products, crude oil, natural gas liquids and natural gas production and decline rates. Crude oil and natural gas prices as well as crude oil and natural gas storage levels are primary catalysts for determining customer activity. In recent years, oil prices have remained volatile, and ongoing economic and geopolitical uncertainty continues to drive commodity price volatility globally, including impacts from the recently announced OPEC+ plans for increased production. Additionally, the U.S. government has announced the imposition of tariffs on several foreign jurisdictions, which has increased economic uncertainty. Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of products or contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. Amid these dynamics, we will continue to support our customers, maintain close communication with our strategic vendors, optimize our operations, advance our strategic goals and manage the Company based on market conditions.

Current wording

Our outlook for the Company remains tied to crude oil and natural gas commodity prices, global oil and gas drilling and completions activity, oil and gas spending, and global demand for oil, its refined petroleum products, crude oil, natural gas liquids and natural gas production and decline rates. Crude oil and natural gas prices as well as crude oil and natural gas storage levels are primary catalysts for determining customer activity. In recent years, oil prices have remained volatile, and ongoing economic and geopolitical uncertainty continues to drive commodity price volatility globally. Additionally, the U.S. government has announced the imposition of tariffs on several foreign jurisdictions, which has increased economic uncertainty. Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of products or contribute to inflation in the markets in which we operate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. Amid these dynamics, we will continue to support our customers, maintain close communication with our strategic vendors, optimize our operations, advance our strategic goals and manage the Company based on market conditions.

Previous wording

For the three months ended March 31, 2025, revenue was $474 million, an increase of $39 million or 9.0% when compared to the corresponding period of 2024. For the three months ended March 31, 2025, the increase was primarily driven by incremental revenue from acquisitions completed in 2024, partially offset by the weakening in U.S. drilling and completions activity.

Current wording

For the three and six months ended June 30, 2025, revenue was $528 million and $1,002 million, an increase of $16 million or 3.1% and $55 million or 5.8%, respectively, when compared to the corresponding periods of 2024. For the three and six months ended June 30, 2025, the increases were primarily driven by incremental revenue from acquisitions completed in 2024, partially offset by the weakening in U.S. drilling and completions activity.

Previous wording

For the three months ended March 31, 2025, the U.S. generated an operating profit of $22 million, a decrease of $1 million when compared to the corresponding period of 2024. For the three months ended March 31, 2025, operating profit decreased primarily due to an increase in expenses related to acquisitions completed in 2024, partially offset by the increase in revenue discussed above.

Current wording

For the three and six months ended June 30, 2025, the U.S. generated an operating profit of $30 million and $52 million, an increase of $2 million and $1 million, respectively, when compared to the corresponding periods of 2024. For the three and six months ended June 30, 2025, operating profit increased primarily due to the increase in revenue discussed above.

Previous wording

For the three months ended March 31, 2025, revenue was $62 million, a decline of $4 million or 6.1% when compared to the corresponding period of 2024. For the three months ended March 31, 2025, the decrease was primarily driven by unfavorable foreign exchange rate impacts.

Current wording

For the three and six months ended June 30, 2025, revenue was $48 million and $110 million, a decrease of $8 million or 14.3% and $12 million or 9.8%, respectively, when compared to the corresponding periods of 2024. For the three and six months ended June 30, 2025, the decreases were primarily driven by weaker project activity, coupled with unfavorable foreign exchange rate impacts.

Previous wording

For the three months ended March 31, 2025, Canada generated an operating profit of $4 million, an increase of $1 million when compared to the corresponding period of 2024. For the three months ended March 31, 2025, operating profit increased primarily due to a decrease in operating expenses.

Current wording

For the three and six months ended June 30, 2025, Canada generated an operating profit of nil and $4 million, a decrease of $2 million and $1 million, respectively, when compared to the corresponding periods of 2024. For the three and six months ended June 30, 2025, operating profit decreased primarily due to the decline in revenue discussed above.

Previous wording

For the three months ended March 31, 2025, the International segment generated an operating profit of $4 million, an increase of $2 million when compared to the corresponding period of 2024. For the three months ended March 31, 2025, operating profit increased primarily due to a decrease in operating expenses.

Current wording

For the three and six months ended June 30, 2025, the International segment generated an operating profit of $2 million and $6 million, a decrease of $1 million and an increase of $1 million, respectively, when compared to the corresponding periods of 2024. For the three months ended June 30, 2025, operating profit decreased primarily due to the decline in revenue discussed above. For the six months ended June 30, 2025, operating profit increased primarily due to a decrease in operating expenses.

Previous wording

For the three months ended March 31, 2025, cost of products was $460 million compared to $434 million for the corresponding period of 2024. For the three months ended March 31, 2025, the increase was primarily due to the increase in revenue in the period. Cost of products includes the cost of inventory sold and items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight.

Current wording

For the three and six months ended June 30, 2025, cost of products was $484 million and $944 million, respectively, compared to $495 million and $929 million, respectively, for the corresponding periods of 2024. For the three and six months ended June 30, 2025, the changes were primarily due to the changes in revenue in the periods. Cost of products includes the cost of inventory sold and items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight.

Previous wording

For the three months ended March 31, 2025, warehousing, selling and administrative expenses were $109 million compared to $101 million for the corresponding period of 2024. For the three months ended March 31, 2025, the increase was primarily driven by an increase in expenses related to acquisitions completed in 2024. Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative expenses.

Current wording

For the three and six months ended June 30, 2025, warehousing, selling and administrative expenses were $112 million and $221 million, respectively, compared to $105 million and $206 million, respectively, for the corresponding periods of 2024. For the three and six months ended June 30, 2025, the increases were primarily driven by an increase in expenses related to acquisitions completed in 2024. Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative expenses.

Previous wording

For the three months ended March 31, 2025, other income (expense) was nil compared to $1 million for the corresponding period of 2024. For the three months ended March 31, 2025, the change was primarily attributable to a decrease in interest income compared to the prior year.

Current wording

For the three and six months ended June 30, 2025, other income (expense) was nil in both periods compared to nil and $1 million, respectively, for the corresponding periods of 2024. For the six months ended June 30, 2025, the change was primarily attributable to a decrease in interest income compared to the prior year.

Previous wording

The effective tax rate for the three months ended March 31, 2025, was 23.3% compared to 27.6% for the corresponding period of 2024. In general, the Company's effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses and state income taxes. The effective tax rate for the three months ended March 31, 2025, was lower than the effective tax rate for the three months ended March 31, 2024, primarily due to an increase in tax benefits related to stock-based compensation.

Current wording

The effective tax rates for the three and six months ended June 30, 2025, were 21.9% and 22.6%, respectively, compared to 24.2% and 25.8%, respectively, for the corresponding periods of 2024. In general, the Company's effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses, and state income taxes. The effective tax rates for the three and six months ended June 30, 2025, were lower than the effective tax rates for the three and six months ended June 30, 2024, primarily due to an increase in tax benefits related to stock-based compensation and utilization of U.S. foreign tax credits.

Previous wording

Stock-based compensation excludes less than $1 million for the three months ended March 31, 2025 as such amounts were reported in Other.

Current wording

For thethree and six months ended June 30, 2025, Stock-based compensation excludes less than $1 million and $1 million, respectively, as such amounts were reported in Other.

Previous wording

For the three months ended March 31, 2025, Other primarily included approximately $2 million of transaction-related charges and $1 million of International restructuring charges, both of which were included in warehousing, selling, and administrative.

Current wording

For thethree and six months ended June 30, 2025, Other primarily included approximately $6 million and $8 million, respectively, of transaction-related charges and less than $1 million and $1 million, respectively, of International restructuring charges, both of which were included in warehousing, selling, and administrative.

Previous wording

For the three months ended March 31, 2024, Other was related to transaction-related charges, including approximately $2 million in warehousing, selling and administrative, and approximately $1 million in cost of products for cost of inventory that was stepped up to fair value during purchase accounting related to an acquisition.

Current wording

For the three and six months ended June 30, 2024, Other was primarily related to transaction-related charges, of which approximately $1 million and $3 million, respectively, were included in warehousing, selling and administrative, and approximately $4 million and $5 million, respectively, were included in cost of products.

Previous wording

As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $219 million and $256 million, respectively. As of March 31, 2025, $112 million of our cash and cash equivalents were maintained in the accounts of our various foreign subsidiaries. During the first three months of 2025, we repatriated $2 million from our foreign subsidiaries. The Company makes a determination each period concerning its intent and ability to indefinitely reinvest the cash held by its foreign subsidiaries. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. Future changes to our indefinite reinvestment assertion could result in additional taxes (withholding and/or state taxes), offset by any available foreign tax credits.

Current wording

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $232 million and $256 million, respectively. As of June 30, 2025, $102 million of our cash and cash equivalents were maintained in the accounts of our various foreign subsidiaries. During the first six months of 2025, we repatriated $2 million from our foreign subsidiaries. The Company makes a determination each period concerning its intent and ability to indefinitely reinvest the cash held by its foreign subsidiaries. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. Future changes to our indefinite reinvestment assertion could result in additional taxes (withholding and/or state taxes), offset by any available foreign tax credits.

Previous wording

We maintain a $500 million five-year senior secured revolving credit facility that will mature on December 14, 2026. Availability under the revolving credit facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of March 31, 2025, we had no borrowings against our revolving credit facility, and had approximately $434 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 99%, subject to certain restrictions. Availability excluding certain cash deposits was approximately $348 million. Borrowings that result in the excess availability dropping below the greater of 10% of the borrowing base or $40 million are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The credit facility contains usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants. As of March 31, 2025, we were in compliance with all covenants. We continuously monitor compliance with our debt covenants. A default, if not waived or amended, would prevent us from taking certain actions, such as incurring additional debt.

Current wording

We maintain a $500 million five-year senior secured revolving credit facility that will mature on December 14, 2026. Availability under the revolving credit facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of June 30, 2025, we had no borrowings against our revolving credit facility, and had approximately $445 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 99%, subject to certain restrictions. Availability excluding certain cash deposits was approximately $350 million. Borrowings that result in the excess availability dropping below the greater of 10% of the borrowing base or $40 million are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The credit facility contains usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants. As of June 30, 2025, we were in compliance with all covenants. We continuously monitor compliance with our debt covenants. A default, if not waived or amended, would prevent us from taking certain actions, such as incurring additional debt.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $16 million compared to $81 million provided by operating activities in the corresponding period of 2024. For the three months ended March 31, 2025, net cash used in operating activities was primarily related to a net increase of $65 million in working capital. The increase reflected a proactive investment of $32 million in inventory to support customer demand, coupled with $52 million growth in accounts receivable due to revenue growth and timing of collections.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities was $29 million compared to $102 million provided by operating activities in the corresponding period of 2024. For the six months ended June 30, 2025, the decrease in net cash provided by operating activities when compared to the same period in prior year was primarily related to a net increase of $70 million in working capital in 2025. The increase reflected a proactive investment of $28 million in inventory to support customer demand, coupled with $45 million growth in accounts receivable due to revenue growth.

Previous wording

For the three months ended March 31, 2025, net cash used in investing activities was $5 million compared to $188 million used in investing activities in the corresponding period of 2024. For the three months ended March 31, 2025, net cash used in investing activities was primarily related to purchases of property, plant and equipment of $6 million while net cash used in investing activities in the corresponding period of 2024 was primarily related to business acquisitions of $185 million, net of cash acquired.

Current wording

For the six months ended June 30, 2025, net cash used in investing activities was $16 million compared to $188 million used in investing activities in the corresponding period of 2024. For the six months ended June 30, 2025, net cash used in investing activities was primarily related to purchases of property, plant and equipment of $10 million and business acquisition of $8 million, while net cash used in investing activities in the corresponding period of 2024 was primarily related to business acquisitions of $185 million, net of cash acquired.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities was $17 million compared to $4 million used in financing activities in the corresponding period of 2024. For the three months ended March 31, 2025, net cash used in financing activities was primarily related to share repurchases of $8 million and withholding tax payments for employee awards of $7 million.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities was $40 million compared to $15 million used in financing activities in the corresponding period of 2024. For the six months ended June 30, 2025, net cash used in financing activities primarily related to share repurchases of $27 million and withholding tax payments for employee awards of $8 million.

Previous wording

For the three months ended March 31, 2025, the effect of the change in exchange rates on cash and cash equivalents was $1 million favorable compared to nil for the corresponding period of 2024.

Current wording

For the six months ended June 30, 2025, the effect of the change in exchange rates on cash and cash equivalents was $3 million favorable compared to $1 million unfavorable for the corresponding period of 2024.

Previous wording

On January 24, 2025, the Company’s Board of Directors authorized a new share repurchase program to purchase up to $160 million of its outstanding common stock. We expect to fund share repurchases primarily with cash on hand, cash flow from operations and the usage of the available portion of the revolving credit facility. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions. The share repurchase program does not obligate the Company to repurchase shares and may be suspended or discontinued at any time at our discretion. All shares repurchased shall be retired pursuant to the terms of the share repurchase program. For the three months ended March 31, 2025, we repurchased 443,806 shares of our common stock for a total of approximately $8 million, of which 155,313 shares, or $3 million, were held in treasury stock and subsequently retired in April 2025. As of March 31, 2025, we had approximately $152 million remaining under the program’s authorization.

Current wording

On January 24, 2025, the Company’s Board of Directors authorized a new share repurchase program to purchase up to $160 million of its outstanding common stock. We expect to fund share repurchases primarily with cash on hand, cash flow from operations and the usage of the available portion of the revolving credit facility. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions. The share repurchase program does not obligate the Company to repurchase shares and may be suspended or discontinued at any time at our discretion. All shares repurchased shall be retired pursuant to the terms of the share repurchase program. For the six months ended June 30, 2025, we repurchased 1,711,235 shares of our common stock for a total of approximately $27 million. As of June 30, 2025, we had approximately $133 million remaining under the program’s authorization. In connection with the Merger, we have temporarily suspended share repurchase activity and expect share repurchases to remain paused until the merger is completed.