(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7402 North Eldridge Parkway

Houston, Texas

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Results of Operations and Financial Condition

Financial Statements and Exhibits

/s/ Raymond W. Chang

Raymond W. Chang

Vice President & General Counsel

August 2, 2018

8:00 a.m. CST

1 (800) 446-1671 (North America)

1 (847) 413-3362 (Outside North America)

Webcast: ir.distributionnow.com

Revenue was $777 million for the second quarter of 2018, up 19 percent year over year.

Net income was $14 million for the second quarter of 2018, versus a net loss of $17 million a year ago. Non-GAAP net income excluding other costs was $10 million for the second quarter of 2018 compared to a loss of $11 million a year ago.

Diluted earnings per share was $0.12 for the second quarter of 2018 compared to a loss per share of $0.16 a year ago. Non-GAAP diluted earnings per share excluding other costs was $0.10 for the second quarter of 2018 compared to a loss per share of $0.10 in the second quarter of 2017.

Non-GAAP EBITDA excluding other costs for the second quarter of 2018 was $29 million compared to a loss of $2 million a year ago.

Current assets:

Cash and cash equivalents

Receivables, net

Inventories, net

Prepaid and other current assets

Total current assets

Property, plant and equipment, net

Deferred income taxes

Goodwill

Intangibles, net

Other assets

Total assets

Current liabilities:

Accounts payable

Accrued liabilities

Other current liabilities

Total current liabilities

Long-term debt

Deferred income taxes

Other long-term liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock - par value $0.01; 20 million shares authorized; no shares issued and outstanding

Common stock - par value $0.01; 330 million shares authorized; 108,390,737 and 108,030,438 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

Revenue

Operating expenses:

Cost of products

Warehousing, selling and administrative

Operating profit (loss)

Other expense

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Earnings (loss) per share:

Basic earnings (loss) per common share

Diluted earnings (loss) per common share

Weighted-average common shares outstanding, basic

Weighted-average common shares outstanding, diluted

Revenue:

United States

Canada

International

Total revenue

GAAP net income (loss) ⁽¹⁾

Interest, net

Income tax provision (benefit)

Depreciation and amortization

Other costs ⁽²⁾

EBITDA excluding other costs

EBITDA % excluding other costs ⁽³⁾

GAAP net income (loss) ⁽¹⁾

Other costs, net of tax ^{(4) (5)}

Net income (loss) excluding other costs ⁽⁵⁾

GAAP diluted earnings (loss) per share ⁽¹⁾

Other costs, net of tax ⁽⁴⁾

Diluted earnings (loss) per share excluding other costs ⁽⁵⁾

In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) net income (loss) excluding other costs and (iii) diluted earnings (loss) per share excluding other costs. Each of these financial measures excludes the impact of certain other costs and therefore has not been calculated in accordance with GAAP. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein.

Other costs includes severance expenses and accelerated debt issuance costs, which are included in operating profit (loss) and other expense, respectively.

EBITDA % excluding other costs is defined as EBITDA excluding other costs divided by Revenue.

Other costs, net of tax, for the three and six months ended June 30, 2018, included a benefit of $5 million and $6 million, after tax, respectively, from changes in the valuation allowance recorded against the Company’s deferred tax assets; as well as, $1 million and $1 million, respectively, after tax, in severance expenses and accelerated debt issuance costs, which are included in operating profit (loss) and other expense, respectively. The Company has excluded the impact of a $9 million tax charge related to the Tax Cuts and Jobs Act and a $4 million tax charge related to the write-off of a previously recognized deferred tax asset on its valuation allowance in computing net income (loss) excluding other costs for the three months ended March 31, 2018 and the six months ended June 30, 2018.

Totals may not foot due to rounding.