Earnings Conference Call

February 19, 2020

8:00 a.m. CST

1 (800) 446-1671 (North America)

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

Webcast: ir.distributionnow.com

Revenue was $639 million for the fourth quarter of 2019

Net loss was $139 million and non-GAAP net loss excluding other costs was $6 million for the fourth quarter of 2019

Diluted loss per share was $1.27 and non-GAAP diluted loss per share excluding other costs was $0.05 for the fourth quarter of 2019

Non-GAAP EBITDA excluding other costs for the fourth quarter of 2019 was $5 million

Net cash provided by operating activities was $74 million for the fourth quarter of 2019

Cash and cash equivalents was $183 million and long-term debt was zero at December 31, 2019

ASSETS

Current assets:

Cash and cash equivalents

Receivables, net

Inventories, net

Assets held-for-sale

Prepaid and other current assets

Total current assets

Property, plant and equipment, net

Deferred income taxes

Goodwill

Intangibles, net

Other assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued liabilities

Liabilities held-for-sale

Other current liabilities

Total current liabilities

Long-term debt

Long-term operating lease liabilities

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; 109,207,678 and 108,426,962 shares issued and outstanding at December 31, 2019 and 2018, 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

Impairment charges

Operating profit (loss)

Other expense

Income 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 for 2019 included a pre-tax impairment charge of $128 million associated with the impairment of goodwill, intangibles and held-for-sale assets, as well as $7 million in severance expenses and transaction costs which are included in operating loss.

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

Other costs, net of tax, for 2019 included a benefit of $12 million from changes in the valuation allowance recorded against the Company’s deferred tax assets; as well as, $128 million related to the impairment of goodwill, intangibles, and held-for-sale assets and $7 million in severance expenses and transaction costs. The Company has excluded the impact of these items on its valuation allowance in computing net income (loss) excluding other costs for 2019.

Totals may not foot due to rounding.