NOW (DNOW) 10-Q 5 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Apr. 28, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	DNOW
Security Exchange Name	NYSE
Entity Registrant Name	NOW INC.
Entity Central Index Key	0001599617
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		110,255,003
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-36325
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4191184
Entity Address, Address Line One	7402 North Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77041
City Area Code	281
Local Phone Number	823-4700
Title of 12(b) Security	Common Stock, par value $0.01
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 374	$ 387
Receivables, net	245	198
Inventories, net	247	262
Prepaid and other current assets	16	14
Total current assets	882	861
Property, plant and equipment, net	89	98
Deferred income taxes	1	1
Goodwill	7
Other assets	47	48
Total assets	1,026	1,008
Current liabilities:
Accounts payable	200	172
Accrued liabilities	92	95
Other current liabilities	6	5
Total current liabilities	298	272
Long-term operating lease liabilities	22	25
Other long-term liabilities	14	12
Total liabilities	334	309
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; 110,255,003 and 109,951,610 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	1	1
Additional paid-in capital	2,053	2,051
Accumulated deficit	(1,218)	(1,208)
Accumulated other comprehensive loss	(144)	(145)
Total stockholders' equity	692	699
Total liabilities and stockholders' equity	$ 1,026	$ 1,008

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	330,000,000	330,000,000
Common stock, shares issued	110,255,003	109,951,610
Common stock, shares outstanding	110,255,003	109,951,610

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue	$ 361	$ 604
Operating expenses:
Cost of products	286	487
Warehousing, selling and administrative	79	130
Impairment charges	4	320
Operating loss	(8)	(333)
Other expense	(1)
Loss before income taxes	(9)	(333)
Income tax provision (benefit)	1	(2)
Net loss	$ (10)	$ (331)
Loss per share:
Basic loss per common share	$ (0.09)	$ (3.03)
Diluted loss per common share	$ (0.09)	$ (3.03)
Weighted-average common shares outstanding, basic	110,071,365	109,251,892
Weighted-average common shares outstanding, diluted	110,071,365	109,251,892

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (10)	$ (331)
Other comprehensive income (loss):
Foreign currency translation adjustments	1	(39)
Comprehensive loss	$ (9)	$ (370)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (10)	$ (331)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6	10
Provision for inventory	5	9
Impairment charges	4	320
Other, net	5	7
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables	(45)	(12)
Inventories	11	13
Prepaid and other current assets		(7)
Accounts payable, accrued liabilities and other, net	20	(3)
Net cash provided by (used in) operating activities	(4)	6
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(6)
Net proceeds from sale of business		25
Purchases of property, plant and equipment	(1)	(3)
Net cash provided by (used in) investing activities	(7)	22
Cash flows from financing activities:
Payments relating to finance leases and other, net	(2)	(2)
Net cash provided by (used in) financing activities	(2)	(2)
Effect of exchange rates on cash and cash equivalents		(7)
Net change in cash and cash equivalents	(13)	19
Cash and cash equivalents, beginning of period	387	183
Cash and cash equivalents, end of period	$ 374	$ 202

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Deficit) [Member]	Retained Earnings (Deficit) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2019	$ 1,144	$ (6)		$ 2,046	$ (775)	$ (6)	$ (128)
Beginning balance, shares at Dec. 31, 2019			1
Net loss	(331)				(331)
Other comprehensive income (loss)	(39)						(39)
Ending balance at Mar. 31, 2020	768			2,046	(1,112)		(167)
Ending balance, shares at Mar. 31, 2020			1
Beginning balance at Dec. 31, 2020	699			2,051	(1,208)		(145)
Beginning balance, shares at Dec. 31, 2020			1
Net loss	(10)				(10)
Stock-based compensation	2			2
Exercise of stock options	1			1
Shares withheld for taxes	(1)			(1)
Other comprehensive income (loss)	1						1
Ending balance at Mar. 31, 2021	$ 692			$ 2,053	$ (1,218)		$ (144)
Ending balance, shares at Mar. 31, 2021			1

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Basis of Presentation	1. Organization and Basis of Presentation Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ® Basis of Presentation All significant intercompany transactions and accounts have been eliminated. The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements included in the Company’s most recent Annual Report on Form 10-K. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2021 are not Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. See Note 12 Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December The Company is currently evaluating the impact of ASU 2020-04 but does not expect the adoption of this standard to have a material effect on its consolidated financial statements.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2021
Revenue From Contract With Customer [Abstract]
Revenue	2. Revenue The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. See Note 7 “Business Segments” for disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 exempting Receivables Receivables are recorded when the Company has an unconditional right to consideration. Receivables are recorded and carried at the original invoiced amount less the allowance for doubtful accounts (“AFDA”). The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customer’s financial conditions and accounts receivable past due. As of March 31, 2021 and December 31, 2020, AFDA totaled $26 million and $28 million, respectively. Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of March 31, 2021, contract assets were de minimis and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. These expenses were not material for the three months ended March 31, 2021 and 2020. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of March 31, 2021 and December 31, 2020, contract liabilities and $19 million, respectively, and were included in accrued liabilities in the consolidated balance sheets. For the three months ended March 31, 2021, the decrease in contract liabilities was primarily related to recognizing revenue of approximately $7 million that was deferred as of December 31, 2020, partially offset by net current year customer deposits of approximately $5 million. 9

Property, Plant and Equipment,

Property, Plant and Equipment, net	3 Months Ended
	Mar. 31, 2021
Property Plant And Equipment [Abstract]
Property, Plant and Equipment, net	3. Property, Plant and Equipment, net Property, plant and equipment consist of (in millions): Estimated Useful Lives March 31, 2021 December 31, 2020 Information technology assets 1-7 Years $ 49 $ 49 Operating equipment (1) 2-15 Years 99 101 Buildings and land (2) 5-35 Years 93 102 Construction in progress 1 1 Total property, plant and equipment 242 253 Less: accumulated depreciation (153 ) (155 ) Property, plant and equipment, net $ 89 $ 98 (1) Includes finance lease right-of-use assets. (2) Land has an indefinite life . As of March 31, 2021, the Company reclassified $3 million of property, plant and equipment in the U.S. segment as held-for-sale which was included in prepaid and other current assets in the consolidated balance sheets. The Company recognized a $4 million impairment charge relating to held-for-sale assets and operating right-of-use assets for the three months ended March 31, 2021 which was included in impairment charges in the consolidated statements of operations.

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2021
Payables And Accruals [Abstract]
Accrued Liabilities	4. Accrued Liabilities Accrued liabilities consist of ( in millions March 31, 2021 December 31, 2020 Compensation and other related expenses $ 29 $ 27 Contract liabilities 17 19 Taxes (non-income) 7 10 Current portion of operating lease liabilities 17 17 Other 22 22 Total $ 92 $ 95

Debt

Debt	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt	5. Debt On April 30, 2018, the Company replaced its existing senior secured revolving credit facility and entered into a senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders with Wells Fargo Bank, National Association serving as the administrative agent. The five-year 1.00 Borrowings under the Credit Facility will bear an interest rate at the Company’s option, at (i) the base rate plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio); or (ii) the greater of LIBOR for the applicable interest period and zero, plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio). The Credit Facility includes a commitment fee on the unused portion of commitments that ranges from 25 to 37.5 basis points. Commitment fees incurred during the period were included in other expense in the consolidated statements of operations. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables and eligible inventory in the U.S and Canada. As of March 31, 2021, the Company had no borrowings against the Credit Facility and approximately $224 million in availability (as defined in the Credit Facility) resulting in the excess availability (as defined in the Credit Facility) of 97%, subject to certain limitations. The Company is not obligated to repay borrowings against the Credit Facility until the expiration date. The Company issued $7 million in letters of credit under the Credit Facility primarily for casualty insurance expiring in July 2021. 10

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Accumulated Other Comprehensive Income (Loss)	6. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows (in millions) Foreign Currency Translation Adjustments Balance at December 31, 2020 $ (145 ) Other comprehensive income 1 Balance at March 31, 2021 $ (144 ) The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or loss in accordance with ASC Topic 830, “Foreign Currency Matters.”

Business Segments

Business Segments	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Business Segments	7. Business Segments Operating results by reportable segment are as follows (in millions) Three Months Ended March 31, 2021 2020 Revenue: United States $ 252 $ 441 Canada 58 78 International 51 85 Total revenue $ 361 $ 604 Operating profit (loss): United States $ (13 ) $ (204 ) Canada 4 (58 ) International 1 (71 ) Total operating loss $ (8 ) $ (333 )

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The effective tax rate for the three months ended March 31, 2021 was (5.5%) compared to 0.6% for the same period in 2020. Compared to the U.S. statutory rate, the effective tax rate was impacted by recurring items, such as differing tax rates on income earned in certain foreign jurisdictions, nondeductible expenses, state income taxes and the change in valuation allowance recorded against deferred tax assets. Due to the continuing uncertainty in the Company’s industry, the Company continues to utilize the method of recording income taxes on a year-to-date effective tax rate for the three months ended March 31, 2021. The Company will evaluate its use of this method each quarter until such time as a return to the annualized estimated effective tax rate method is deemed appropriate. The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S. and Canada and to a lesser extent in various other international jurisdictions. Tax years that remain subject to examination by major tax jurisdictions vary by legal entity but are generally open in the U.S. for the tax years ending after 2016 and outside the U.S. for the tax years ending after 2014.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	9. Earnings (Loss) Per Share For the three months ended March 31, 2021 and 2020, the computation of diluted earnings per share excluded potentially dilutive shares of approximately 6 million in both periods due to the Company recognizing a net loss. 11 Basic and diluted earnings (loss) per share are as follows (in millions, except share data) Three Months Ended March 31, 2021 2020 Numerator: Net loss attributable to the Company's stockholders $ (10 ) $ (331 ) Denominator: Weighted average basic common shares outstanding 110,071,365 109,251,892 Effect of dilutive securities — — Weighted average diluted common shares outstanding 110,071,365 109,251,892 Loss per share attributable to the Company's stockholders: Basic $ (0.09 ) $ (3.03 ) Diluted $ (0.09 ) $ (3.03 ) Under ASC Topic 260, “Earnings Per Share”, the two-class method requires a portion of net income attributable to the Company to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, if declared. Net loss is not allocated to unvested awards in periods the Company determines that those shares are not obligated to participate in losses.

Stock-based Compensation and Ou

Stock-based Compensation and Outstanding Awards	3 Months Ended
	Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-based Compensation and Outstanding Awards	10. Stock-based Compensation and Outstanding Awards The Company has a stock-based compensation plan known as the NOW Inc. Long-Term Incentive Plan (the “Plan”). Under the Plan, the Company’s employees are eligible to be granted stock options, restricted stock awards (“RSAs”), restricted stock units and phantom shares (“RSUs”), and performance stock awards (“PSAs”). For the three months ended March 31, 2021, the Company granted 750,296 stock options with a weighted average fair value of $5.03 per share and 332,326 shares of RSAs and RSUs with a weighted average fair value of $10.26 per share. In addition, the Company granted PSAs to senior management employees with potential payouts varying from zero to 912,318 shares. These options vest over a three-year three-year one-half one-quarter one-quarter Performance against the TSR metric is determined by comparing the performance of the Company’s TSR with the TSR performance of designated peer companies for the three-year performance period. Performance against the EBITDA metric is determined by comparing the performance of the Company’s actual EBITDA average for each of the three-years of the performance period against the EBITDA metrics set by the Company’s Compensation Committee of the Board of Directors. Performance against the ROCE metric is determined by comparing the performance of the Company’s actual ROCE average for each of the three-years Stock-based compensation expense recognized for the three months ended March 31, 2021 and 2020 ,

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters . The Company has also assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are not probable but are reasonably possible. The total potential loss on these matters cannot be determined; however, in the Company’s opinion, any ultimate liability, to the extent not otherwise recorded or accrued for, will not materially affect the Company’s financial position, cash flow or results of operations. These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s intention and experience. The Company’s business is affected both directly and indirectly by governmental laws and regulations relating to the oilfield service industry in general, as well as by environmental and safety regulations that specifically apply to the Company’s business. Although the Company has not incurred material costs in connection with its compliance with such laws, there can be no assurance that other developments, such as new environmental laws, regulations and enforcement policies hereunder may not result in additional, presently unquantifiable costs or liabilities to the Company. The Company does not accrue for contingent losses that, in its judgment, are 12 considered to be reasonably possible but not probable. Estimating reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. The Company maintains credit arrangements with several banks providing for standby letters of credit, including bid and performance bonds, and other bonding requirements. As of March 31, 2021, the Company was contingently liable for approximately $12 million of outstanding standby letters of credit and surety bonds. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	12. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is foreign currency exchange rate risk. The Company has entered into certain financial derivative instruments to manage this risk. The derivative financial instruments the Company has entered into are forward exchange contracts which have terms of less than one year to economically hedge foreign currency exchange rate risk on recognized non-functional currency monetary accounts. The purpose of the Company’s foreign currency economic hedging activities is to economically hedge the Company’s risk from changes in the fair value of non-functional currency denominated monetary accounts. The Company records all derivative financial instruments at their fair value in its consolidated balance sheets. None of the derivative financial instruments that the Company holds are designated as either a fair value hedge or cash flow hedge and the gain or loss on the derivative instrument is recorded in earnings. The Company has determined that the fair value of its derivative financial instruments are computed using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange rates at each financial reporting date. As of March 31, 2021 and December 31, 2020, the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $1 For the three months ended March 31, 2021 and 2020, the Company recorded a gain of less than $1 million and a loss of less than $1 million, respectively, related to changes in fair value. All gains and losses were included in other expense in the consolidated statements of operations. The notional principal associated with those contracts was $9 million and $8 million as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, the Company’s financial instruments do not

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2021
Business Combinations [Abstract]
Acquisitions	13. Acquisitions During the three months ended March 31, 2021, the Company completed an acquisition for an estimated net purchase price of approximately $10 million which was comprised of cash consideration of $6 million (net of cash acquired) and contingent consideration of $4 million if certain financial thresholds are achieved following the closing of the transaction. The acquisition expanded the Company’s offering to provide engineering and construction services in the U.S. The Company completed its preliminarily valuations as of the acquisition date of the acquired net assets and recognized $7 million goodwill and $2 million intangible assets in the U.S. segment, which are subject to change. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimate of fair value to allocate the purchase price more accurately. The goodwill recognized is not deductible for income tax purposes. The intangible assets were included in other assets in the consolidated balance sheets. At the acquisition date, the Company estimated the fair value for contingent consideration to be approximately $4 million which was included in other long-term liabilities in the consolidated balance sheets. The fair value was estimated using a Monte Carlo simulation using level 3 inputs, which included discount rates and probability-weighted cash flows. Changes in the fair value of the contingent consideration liability subsequent to the acquisition date, such as changes in the probability assessment, are recognized in the period when the change in estimated fair value occurs. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. 13

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events Subsequent to March 31, 2021, the Company closed its acquisition from GR Energy Services of substantially all of the assets used in connection with its Flex Flow business in the U.S. The transaction consisted of an initial cash consideration of $90 million and additional contingent consideration if certain profitability thresholds are achieved during the one-year period following the closing of the transaction. See “Capital Spending” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Organization and Basis of Pre_2

Organization and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ®
Basis of Presentation	Basis of Presentation All significant intercompany transactions and accounts have been eliminated. The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements included in the Company’s most recent Annual Report on Form 10-K. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2021 are not
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification	Reclassification Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. See Note 12
Recently Issued Accounting Standards	Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December The Company is currently evaluating the impact of ASU 2020-04 but does not expect the adoption of this standard to have a material effect on its consolidated financial statements.
Accumulated Other Comprehensive Income (Loss)	The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or loss in accordance with ASC Topic 830, “Foreign Currency Matters.”
Revenue Recognition	The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. See Note 7 “Business Segments” for disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Remaining Performance Obligations	Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 exempting
Receivables	Receivables Receivables are recorded when the Company has an unconditional right to consideration. Receivables are recorded and carried at the original invoiced amount less the allowance for doubtful accounts (“AFDA”). The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customer’s financial conditions and accounts receivable past due. As of March 31, 2021 and December 31, 2020, AFDA totaled $26 million and $28 million, respectively.
Contract Assets and Liabilities	Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of March 31, 2021, contract assets were de minimis and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. These expenses were not material for the three months ended March 31, 2021 and 2020. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of March 31, 2021 and December 31, 2020, contract liabilities and $19 million, respectively, and were included in accrued liabilities in the consolidated balance sheets. For the three months ended March 31, 2021, the decrease in contract liabilities was primarily related to recognizing revenue of approximately $7 million that was deferred as of December 31, 2020, partially offset by net current year customer deposits of approximately $5 million. 9

Property, Plant and Equipment_2

Property, Plant and Equipment, net (Tables)	3 Months Ended
	Mar. 31, 2021
Property Plant And Equipment [Abstract]
Summary of Property, Plant and Equipment	Property, plant and equipment consist of (in millions): Estimated Useful Lives March 31, 2021 December 31, 2020 Information technology assets 1-7 Years $ 49 $ 49 Operating equipment (1) 2-15 Years 99 101 Buildings and land (2) 5-35 Years 93 102 Construction in progress 1 1 Total property, plant and equipment 242 253 Less: accumulated depreciation (153 ) (155 ) Property, plant and equipment, net $ 89 $ 98 (1) Includes finance lease right-of-use assets. (2) Land has an indefinite life .

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2021
Payables And Accruals [Abstract]
Summary of Accrued Liabilities	Accrued liabilities consist of ( in millions March 31, 2021 December 31, 2020 Compensation and other related expenses $ 29 $ 27 Contract liabilities 17 19 Taxes (non-income) 7 10 Current portion of operating lease liabilities 17 17 Other 22 22 Total $ 92 $ 95

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Income (Loss) (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Components of Accumulated Other Comprehensive Income (Loss)	The components of accumulated other comprehensive income (loss) are as follows (in millions) Foreign Currency Translation Adjustments Balance at December 31, 2020 $ (145 ) Other comprehensive income 1 Balance at March 31, 2021 $ (144 )

Business Segments (Tables)

Business Segments (Tables)	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Summary of Operating Results by Reportable Segment	Operating results by reportable segment are as follows (in millions) Three Months Ended March 31, 2021 2020 Revenue: United States $ 252 $ 441 Canada 58 78 International 51 85 Total revenue $ 361 $ 604 Operating profit (loss): United States $ (13 ) $ (204 ) Canada 4 (58 ) International 1 (71 ) Total operating loss $ (8 ) $ (333 )

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earnings (Loss) Per Share	Basic and diluted earnings (loss) per share are as follows (in millions, except share data) Three Months Ended March 31, 2021 2020 Numerator: Net loss attributable to the Company's stockholders $ (10 ) $ (331 ) Denominator: Weighted average basic common shares outstanding 110,071,365 109,251,892 Effect of dilutive securities — — Weighted average diluted common shares outstanding 110,071,365 109,251,892 Loss per share attributable to the Company's stockholders: Basic $ (0.09 ) $ (3.03 ) Diluted $ (0.09 ) $ (3.03 )

Organization and Basis of Pre_3

Organization and Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021GeographicMarketCountry
Basis Of Presentation And Organization [Abstract]
Number of geographical area covered | GeographicMarket	80
Number of countries distribution occur through vendors | Country	40

Revenue - Additional Informatio

Revenue - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Allowance for doubtful accounts receivable	$ 26	$ 28
Contract liabilities	17	19
Deferred revenue		$ 7
Decrease in contract liabilities for net customer deposits	$ 5
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Amortization period of revenue recognized	1 year

Property, Plant and Equipment_3

Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 242	$ 253
Less: accumulated depreciation	(153)	(155)
Property, plant and equipment, net	89	98
Information Technology Assets [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	49	49
Operating Equipment [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	99	101
Buildings and Land [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	93	102
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 1	$ 1
Minimum [Member] | Information Technology Assets [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	1 year
Minimum [Member] | Operating Equipment [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	2 years
Minimum [Member] | Buildings [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	5 years
Maximum [Member] | Information Technology Assets [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	7 years
Maximum [Member] | Operating Equipment [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	15 years
Maximum [Member] | Buildings [Member]
Property Plant And Equipment [Line Items]
Property plant and equipment estimated useful lives	35 years

Property, Plant and Equipment_4

Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2021
Land [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Lives	indefinite life

Property, Plant and Equipment_5

Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property Plant And Equipment [Line Items]
Asset impairment charges	$ 4	$ 320
U.S. [Member] | Prepaid and Other Current Assets [Member]
Property Plant And Equipment [Line Items]
Reclassification of property, plant and equipment as held for sale	$ 3

Accrued Liabilities - Summary o

Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Payables And Accruals [Abstract]
Compensation and other related expenses	$ 29	$ 27
Contract liabilities	17	19
Taxes (non-income)	7	10
Current portion of operating lease liabilities	17	17
Other	22	22
Total	$ 92	$ 95

Debt - Additional Information (

Debt - Additional Information (Detail) - USD ($)	Apr. 30, 2018	Mar. 31, 2021
Debt Instrument [Line Items]
Term of loan	5 years
Agreement date	Apr. 30, 2018
Senior secured revolving credit facility commitment	$ 750,000,000
Sub-facility for letter of credit	$ 60,000,000
Percentage of swing line sub facility	10.00%
Increase in aggregate principal amount	$ 250,000,000
Description of line of credit	The Company will be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base or $60 million.
Minimum amount of credit facility required to maintain coverage ratio percentage	12.50%
Minimum amount of credit facility required to maintain coverage ratio	$ 60,000,000
Fixed charge coverage ratio	100.00%
Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility borrowings		$ 0
Line of Credit Facility, Available Borrowing Capacity		$ 224,000,000
Line Of credit Unused Capacity Percentage		97.00%
Letters of credit		$ 7,000,000
Casualty insurance, expiration month and year		2021-07
Minimum [Member]
Debt Instrument [Line Items]
Unused portion of commitment fee range	0.25%
Maximum [Member]
Debt Instrument [Line Items]
Unused portion of commitment fee range	0.375%
Canadian Subsidiaries [Member]
Debt Instrument [Line Items]
Senior secured revolving credit facility commitment	$ 100,000,000
UK Subsidiaries [Member]
Debt Instrument [Line Items]
Senior secured revolving credit facility commitment	$ 40,000,000

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accumulated other comprehensive income (loss), Beginning balance	$ (145)
Other comprehensive income (loss)	1	$ (39)
Accumulated other comprehensive income (loss), Ending balance	(144)
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated other comprehensive income (loss), Beginning balance	(145)
Other comprehensive income (loss)	1	$ (39)
Accumulated other comprehensive income (loss), Ending balance	$ (144)

Business Segments - Summary of

Business Segments - Summary of Operating Results by Reportable Segment (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue:
Total revenue	$ 361	$ 604
Operating profit (loss):
Total operating loss	(8)	(333)
United States [Member]
Revenue:
Total revenue	252	441
Operating profit (loss):
Total operating loss	(13)	(204)
Canada [Member]
Revenue:
Total revenue	58	78
Operating profit (loss):
Total operating loss	4	(58)
International [Member]
Revenue:
Total revenue	51	85
Operating profit (loss):
Total operating loss	$ 1	$ (71)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	(5.50%)	0.60%

Earnings (Loss) Per Share - Add

Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Antidilutive Securities excluded from Computation of Earnings Per Share	6	6

Earnings (Loss) Per Share - Com

Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss attributable to the Company's stockholders	$ (10)	$ (331)
Denominator:
Weighted average basic common shares outstanding	110,071,365	109,251,892
Weighted average diluted common shares outstanding	110,071,365	109,251,892
Basic	$ (0.09)	$ (3.03)
Diluted	$ (0.09)	$ (3.03)

Stock-based Compensation and _2

Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted	750,296
Weighted-average grant-date fair value of options granted	$ 5.03
Stock-based compensation expense	$ 2
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		$ 1
Restricted Stock and Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards, shares granted	332,326
Weighted average grant date fair value, Granted	$ 10.26
Performance-base restricted stock [Member] | Minimum [Member] | Senior Management Employees [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards, shares granted	0
Performance-base restricted stock [Member] | Maximum [Member] | Senior Management Employees [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards, shares granted	912,318
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based awards, vested, number of years	3 years
TSR metric [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance based restricted stock awards granted in percent	50.00%
Performance based restricted stock awards goals over performance period	3 years
EBITDA metric [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance based restricted stock awards granted in percent	25.00%
Performance based restricted stock awards goals over performance period	3 years
Return on Capital Employed (ROCE) metric [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance based restricted stock awards granted in percent	25.00%
Performance based restricted stock awards goals over performance period	3 years

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) $ in Millions	Mar. 31, 2021USD ($)
Commitments And Contingencies Disclosure [Abstract]
Contingent liability	$ 12

Derivative Financial Instrume_2

Derivative Financial Instruments - Additional Information (Detail) - Derivatives Not Designated as Hedging Instrument [Member] - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Derivatives Fair Value [Line Items]
Foreign currency forward contracts, notional amount	$ 9		$ 8
Other Expense [Member] | Maximum [Member]
Derivatives Fair Value [Line Items]
Foreign currency forward contracts, gain (loss) related to changes in fair value	1	$ (1)
Prepaid and Other Current Assets [Member] | Maximum [Member]
Derivatives Fair Value [Line Items]
Foreign currency forward contracts, assets	1		1
Other Current Liabilities [Member] | Maximum [Member]
Derivatives Fair Value [Line Items]
Foreign currency forward contracts, liability	$ 1		$ 1

Acquisitions - Additional Infor

Acquisitions - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2021USD ($)
Business Acquisition [Line Items]
Estimated net purchase price consideration	$ 10
Cash consideration, net of cash acquired	6
Contingent consideration	4
Goodwill	7
Intangible assets	$ 2
Business combination, fair value measurement period	one year
Other Long-term Liabilities [Member]
Business Acquisition [Line Items]
Contingent consideration	$ 4

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) $ in Millions	Apr. 01, 2021USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase price consideration	$ 90