UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36325 NOW INC. (Exact name of registrant as specified in its charter) Delaware 46-4191184 (State of Incorporation) (IRS Identification No.) 7402 North Eldridge Parkway, Houst ...

Financial Data and Key Metrics Changes - Revenue for Q3 2020 was $326 million, a sequential decline of $44 million or 12% [20] - Gross margins improved by 60 basis points sequentially to 19.0% due to resilient product margins despite elevated inventory charges [21] - Free cash flow for Q3 was $57 million, with a record cash position of $325 million, remaining debt-free [24][49] - Net loss for Q3 was $22 million or a loss of $0.20 per share, with non-GAAP EBITDA loss of $15 million [49] Business Line Data and Key Metrics Changes - U.S. segment revenue was $228 million, down $32 million or 12% from Q2 2020 [39] - U.S. Process Solutions revenue decreased by 28% sequentially due to lower customer activity [41] - Canadian segment revenue was $42 million, up $1 million from Q2, with a 17% increase when excluding a large project order from the previous quarter [43] - International segment revenue was $56 million, down $13 million from Q2 due to pandemic-related restrictions [44] Market Data and Key Metrics Changes - The market cycle bottom was reached in Q3, providing a basis for planning and capital allocation [12] - Customers have reduced CapEx budgets and adhered to austerity measures, impacting exploration and production landscapes [15] - The company expects to expand market share as customer acquisitions and mergers are completed, particularly in North America [19] Company Strategy and Development Direction - The company focuses on end market expansion, digital disruption, and transforming operations towards a more efficient model [14] - Emphasis on strong customer relationships and value propositions to reduce total cost of ownership for customers [16] - The company is actively pursuing M&A opportunities while remaining selective and patient [58] Management's Comments on Operating Environment and Future Outlook - Management acknowledges ongoing challenges due to COVID-19 but remains committed to improving circumstances [8] - The outlook for Q4 anticipates seasonal revenue declines, with potential offsets from increased completions [55] - Management expects to achieve break-even in the first half of 2021, with a target of 5% EBITDA margin as a minimum [66] Other Important Information - The company published its first sustainability report, reflecting its commitment to ESG practices [11] - Significant reductions in workforce and operational costs have been achieved, with a forecasted WSA reduction of over $140 million year-over-year [48] Q&A Session Summary Question: What is the outlook for gross margins and inventory charges? - Management expects elevated inventory charges through the end of the year but anticipates normalized gross margins to be above 20% in the future [62][64] Question: What is the expected revenue decline for Q4? - Management guides for a high single-digit percentage decline in revenue, with some offsets from completion activities [71][74] Question: What percentage of revenue comes from municipal water and mining sectors? - These sectors currently represent less than 3% of total revenue, but there is potential for growth [75] Question: What is the normalized level of WSA expected? - Historically, normalized WSA should be closer to 15% of revenues, with ongoing efforts to achieve this [93]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36325 NOW INC. (Exact name of registrant as specified in its charter) Delaware 46-4191184 (State or other jurisdiction of (I.R.S. Employer incorporation or or ...

Financial Data and Key Metrics Changes - Revenue for Q2 2020 was $370 million, down $406 million or 52% compared to the same period in 2019, and sequentially declined $234 million or 39% [23][15] - Free cash flow for Q2 was $66 million, with a cash position expanded to $269 million, remaining debt-free [15][31] - EBITDA decrementals were low at 7%, indicating solid execution despite steep revenue declines [15][31] Business Line Data and Key Metrics Changes - U.S. segment revenue was $260 million, down 41% sequentially, outperforming a rig count decline of 50% [23][24] - U.S. energy center revenue declined 40% sequentially due to reduced customer spending [24] - U.S. Process Solutions business revenue was down 30% sequentially, impacted by lower upstream completions [26] Market Data and Key Metrics Changes - Canadian segment revenue was $41 million, down 45% year-over-year, with rig count declining 70% [27] - International segment revenue was $69 million, down 29% year-over-year, reflecting reduced activity in the UK [28] - Gross margins were 18.4%, a decline of 100 basis points sequentially, driven by elevated inventory charges [28] Company Strategy and Development Direction - The company is committed to transforming its operations by uniting geographic footprints and enhancing digital innovation [8][10] - Focus on diversifying end markets beyond upstream to include midstream, downstream, and alternative energy markets [10][36] - Structural transformation includes eliminating non-essential costs and pursuing a zero-based mindset [12][36] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by the current market environment but remains confident in the company's ability to weather the storm [7][36] - Future revenue is expected to decline in the low to mid-teen percentages for Q3 2020 due to lower rig counts [35] - The company aims to maintain a leaner cost structure while preparing for potential market recovery [44][36] Other Important Information - The company has successfully implemented a vendor-managed inventory program with a renewable bio-fuels energy customer [27] - DigitalNOW platform is expected to enhance customer engagement and streamline operations [19][21] - The company is actively pursuing M&A opportunities while being cautious with its balance sheet [34] Q&A Session Summary Question: What is the right WSA amount for the future? - Management is cautious about predicting future WSA levels due to market uncertainties but aims for a leaner cost structure moving forward [38] Question: How much revenue is generated from DigitalNOW? - Currently, about one-third of revenues go through some electronic interface, with expectations for growth as technology evolves [39] Question: How will the company expand into midstream and downstream markets? - Most growth is expected to be organic, with some potential acquisitions in the Process Solutions space [40] Question: Will the leaner cost structure require adding more costs in a recovery? - Management believes that while some costs will be added, the goal is to maintain a low-cost base to improve margins during recovery [43] Question: Are competitors folding or trying to differentiate? - The company is observing both scenarios, with some competitors closing locations while others are aggressively liquidating inventory [55] Question: Will there be more inventory impairments going forward? - Elevated inventory charges are expected to persist for a few more quarters as the company assesses profitability on various product lines [57]

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) This part presents the company's financial statements, management's analysis of operations, market risks, and internal controls for the reporting period [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) NOW Inc. reported a significant net loss in Q2 and H1 2020, driven by revenue decline and a $320 million impairment, yet maintained positive operating cash flow and a debt-free balance sheet Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2020 | Dec 31, 2019 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $269 | $183 | +$86 | | Receivables, net | $242 | $370 | -$128 | | Inventories, net | $370 | $465 | -$95 | | Goodwill | $0 | $245 | -$245 | | Intangibles, net | $0 | $90 | -$90 | | **Total Assets** | **$1,069** | **$1,591** | **-$522** | | Total liabilities | $322 | $447 | -$125 | | **Total stockholders' equity** | **$747** | **$1,144** | **-$397** | Consolidated Statement of Operations Highlights (in millions, except EPS) | Metric | Q2 2020 | Q2 2019 | Six Months 2020 | Six Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $370 | $776 | $974 | $1,561 | | Operating profit (loss) | $(29) | $17 | $(362) | $40 | | Net income (loss) | $(30) | $14 | $(361) | $32 | | Diluted EPS | $(0.27) | $0.12 | $(3.30) | $0.29 | Consolidated Statement of Cash Flows Highlights (in millions) | Cash Flow Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net cash from operating activities | $74 | $49 | | Net cash from investing activities | $20 | $(13) | | Net cash from financing activities | $(4) | $(73) | | **Net change in cash** | **$86** | **$(36)** | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Key notes detail the adoption of new accounting standards, a $320 million asset impairment, segment performance, and a non-core business sale in the first half of 2020 - In Q1 2020, the company performed an interim impairment test due to a significant decline in its market capitalization, the collapse of oil prices, and decreased demand caused by the COVID-19 pandemic[44](index=44&type=chunk) Asset Impairment Charges - Q1 2020 (in millions) | Asset Category | Impairment Amount | | :--- | :--- | | Goodwill | $230 | | Intangibles, net | $84 | | Property, plant and equipment, net | $4 | | Operating right-of-use assets | $2 | | **Total Impairment** | **$320** | - The company had no borrowings against its **$750 million** revolving credit facility as of June 30, 2020, with approximately **$256 million** in availability[54](index=54&type=chunk)[55](index=55&type=chunk) - On January 31, 2020, the company completed the sale of its business that sold cutting tools to the aerospace and automotive markets, resulting in a loss of less than **$1 million**[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the severe downturn to oil price collapse and COVID-19, leading to cost-cutting, strengthened liquidity, and an uncertain outlook tied to economic recovery Key Industry Indicators (Q2 2020 vs. Prior Periods) | Indicator | Q2 2020 | % Change vs. Q2 2019 | % Change vs. Q1 2020 | | :--- | :--- | :--- | :--- | | U.S. Active Drilling Rigs | 396 | (60.0%) | (49.6%) | | Worldwide Active Drilling Rigs | 1,255 | (42.5%) | (38.9%) | | WTI Crude Price (per barrel) | $27.79 | (53.5%) | (39.3%) | - The company's outlook is tied to oil and gas commodity prices, global drilling activity, and global oil demand, all of which face significant uncertainty due to the COVID-19 pandemic[112](index=112&type=chunk)[113](index=113&type=chunk) - To navigate the challenging environment, management has prioritized cost transformation, accelerated structural changes, and deployed technology to optimize processes. The company had **zero debt** at June 30, 2020[114](index=114&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) All segments experienced sharp revenue declines in Q2 and H1 2020, with the U.S. segment hit hardest, leading to significant operating losses due to lower revenues and $320 million in impairment charges Segment Revenue (in millions) | Segment | Q2 2020 | Q2 2019 | % Change | | :--- | :--- | :--- | :--- | | United States | $260 | $605 | (57.0%) | | Canada | $41 | $74 | (44.6%) | | International | $69 | $97 | (28.9%) | Segment Operating Profit (Loss) (in millions) | Segment | Six Months 2020 | Six Months 2019 | | :--- | :--- | :--- | | United States | $(228) | $35 | | Canada | $(63) | $3 | | International | $(71) | $2 | - Impairment charges for the six months ended June 30, 2020, totaled **$320 million**, consisting of **$230 million** for goodwill and **$90 million** for intangible and other long-lived assets[125](index=125&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity improved in H1 2020, with cash increasing by **$86 million** to **$269 million** due to positive operating cash flow and a business divestiture, ending with no debt - As of June 30, 2020, the company had cash and cash equivalents of **$269 million**, up from **$183 million** at December 31, 2019[133](index=133&type=chunk) - The company had **no borrowings** against its revolving credit facility and **$256 million** in availability as of June 30, 2020[134](index=134&type=chunk) Net Cash Flow Summary (in millions) | Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Operating Activities | $74 | $49 | | Investing Activities | $20 | $(13) | | Financing Activities | $(4) | $(73) | [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency exchange rates, particularly the Canadian dollar and British pound, and commodity steel pricing, with hedging used for some currency exposure - The company's main market risks are foreign currency exchange rate risk and commodity steel pricing[145](index=145&type=chunk)[153](index=153&type=chunk) - Approximately **one-fourth** of net sales for the first six months of 2020 were outside the United States, creating exposure to currency fluctuations[147](index=147&type=chunk) - For the six months ended June 30, 2020, the company realized a net foreign currency translation loss of **$31 million**, which was included in other comprehensive income (loss)[148](index=148&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective as of the end of the period covered by this report[155](index=155&type=chunk) - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[156](index=156&type=chunk) [Part II - Other Information](index=27&type=section&id=Part%20II%20-%20Other%20Information) This section details additional risk factors related to the COVID-19 pandemic and crude oil price declines, along with a list of exhibits filed with the report [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company identifies significant risks from the COVID-19 pandemic, which reduced global oil demand and disrupted supply chains, and the sharp, sustained decline in crude oil prices - The COVID-19 pandemic has adversely affected the global economy, reduced demand for crude oil, and created significant uncertainty regarding the future impact on the company's business and financial condition[159](index=159&type=chunk)[160](index=160&type=chunk) - Crude oil prices fell sharply in 2020 due to decreased demand from COVID-19 and OPEC+ disagreements. If prices remain at low levels for a prolonged period, the company's operations and financial condition may be materially and adversely affected[161](index=161&type=chunk)[162](index=162&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents, material agreements, and CEO/CFO certifications required by Sarbanes-Oxley - The report lists numerous exhibits, including the Credit Agreement, various employment agreements, and certifications pursuant to Rules 13a-14a and 15d-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002[164](index=164&type=chunk)

Financial Data and Key Metrics Changes - Revenue for Q1 2020 was $604 million, a sequential decline of $35 million or 5%, and down $181 million or 23% compared to Q1 2019 [17][41] - Gross margins were 19.4%, a decline of 20 basis points sequentially and 70 basis points year-over-year, primarily due to $9 million in inventory charges [45] - Net loss for Q1 was $331 million or $3.03 per diluted share, with other costs totaling $325 million pretax [50][52] - Cash totaled $202 million at the end of Q1, the highest cash position since Q2 2014, with no outstanding borrowings [53][55] Business Segment Data and Key Metrics Changes - U.S. revenue was $441 million, a sequential decline of $27 million or 6%, with rig count down 4% and average completions down 12% [17][43] - Canadian revenue was $78 million, a sequential increase of $2 million or 3%, while International revenue was $85 million, a sequential decline of $10 million or 11% [17][44] - U.S. Supply Chain Services revenue declined 15% sequentially, primarily due to lower activity with major partners [20] - U.S. Process Solutions revenue was down 3%, partially offset by midstream and downstream activity [21] Market Data and Key Metrics Changes - Market conditions deteriorated significantly in March, with revenues down 33% in April compared to the Q1 monthly average [42] - U.S. rig counts averaged 791 in the first 11 weeks of Q1 but dropped by 384 rigs in the last seven weeks [42] - International revenue declines were attributed to closures in the U.K. and reduced activity in the Middle East and Asia [24] Company Strategy and Development Direction - The company is focused on a structural transformation to reduce costs and improve efficiency, including significant personnel reductions and technology investments [30][63] - The DigitalNOW initiative aims to enhance customer engagement and operational efficiency through digital tools [35][96] - The company plans to maintain a strong balance sheet with zero debt and ample liquidity to navigate the downturn and position for future growth [16][73] Management's Comments on Operating Environment and Future Outlook - Management noted that the oil and gas industry is facing unprecedented challenges due to COVID-19 and falling oil prices, but emphasized the company's resilience and commitment to ESG goals [13][11] - The outlook for Q2 and the full year remains uncertain, with no specific revenue guidance provided due to market volatility [40][67] - Management expressed confidence in the company's ability to capture market share during the downturn and emphasized the importance of cash preservation [68][72] Other Important Information - The company has implemented a series of cost reduction initiatives and expects to achieve $100 million in savings for 2020 compared to 2019 [64] - The CEO search process has been temporarily slowed due to COVID-19, with expectations to select a new CEO by Q3 2020 [75][76] Q&A Session Summary Question: Outlook for Q2 revenues and activity declines - Management acknowledged the significant declines in activity and indicated that a 10% to 15% decline in International revenues seems reasonable, while U.S. upstream revenues may also see substantial declines [80][81] Question: Expectations for free cash flow and working capital - Management projected free cash flow for the year could range from $75 million to $125 million, depending on revenue declines and asset liquidity [88][90] Question: Differentiation of DigitalNOW offering - Management highlighted that DigitalNOW is aimed at improving internal efficiencies and enhancing customer engagement, positioning the company ahead of smaller competitors [93][96] Question: G&A reductions and target exit rate for WSA - Management expects WSA to be in the low $110 million range for Q2, with a long-term goal of reducing WSA to 15% or better of revenue [102][104]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36325 NOW INC. (Exact name of registrant as specified in its charter) Delaware 46-4191184 (State or other jurisdiction of (I.R.S. Employer incorporation or organi ...

NOW Inc. (NYSE:DNOW) Q4 2019 Earnings Conference Call February 19, 2020 9:00 AM ET Company Participants Dave Cherechinsky - SVP and CFO Dick Alario - Interim CEO Conference Call Participants Blake Hirschman - Stephens Inc. Walter Liptak - Seaport Global Sean Meakim - JPMorgan Steve Barger - KeyBanc Capital Markets Jon Hunter - Cowen Operator Welcome to the DistributionNOW Fourth Quarter 2019 and Year End Earnings Call. My name is John, and I'll be your operator for today's call. At this time, all participan ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36325 NOW INC. (Exact name of registrant as specified in its charter) Delaware 46-4191184 (State of Incorporation) (IRS Identification No.) 7402 North Eldridge Parkway, Houst ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36325 NOW INC. (Exact name of registrant as specified in its charter) Delaware 46-4191184 (State or other jurisdiction of (I.R.S. Employer incorporation or or ...