NOW Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.Yes☐No☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒The aggregate market value of common stock held by non-affiliates of the registrant as of June 28, 2024was $1.5billion. As ofFebruary 7, 2025,there were105,687,410shares of the Company’s common stock (excluding 2,316,154 unvested restricted shares) outstanding.Documents Incorporated by Reference Portions of the Proxy Statement in connection with the 2025Annual Meeting of Stockholders are incorporated in Part III of this report. DNOW INC. TABLE OF CONTENTS ITEM 1.BUSINESS3ITEM1A.RISK FACTORS10ITEM1B.UNRESOLVED STAFF COMMENTS22ITEM1C.CYBERSECURITY22ITEM 2.PROPERTIES23ITEM 3.LEGAL PROCEEDINGS23ITEM 4.MINE SAFETY DISCLOSURES23PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES24ITEM 6.(RESERVED)25ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS26ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK38ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA39ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE39ITEM9A.CONTROLS AND PROCEDURES39ITEM9B.OTHER INFORMATION40ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS40PART IIIITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE41ITEM11.EXECUTIVE COMPENSATION41ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS41ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE41ITEM14.PRINCIPAL ACCOUNTING FEES AND SERVICES41PART IVITEM15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES42 FORM 10-K Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives and expectedoperating results that are “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of1934. Forward-looking statements may appear throughout this report, including the following sections: “Business,”“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”These forward-looking statements generally are identified by the words “may,” “believe,” “anticipate,” “expect,”“plan,” “predict,” “estimate,” “will be” or other similar words and phrases. Forward-looking statements are based oncurrent expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differmaterially. We describe risks and uncertainties that could cause actual results and events to differ materially in