DNOW on NYSE

DNOW Inc.

American oil and gas field machinery and equipment company1

In its 2026 annual report the company says: “We are a premier provider of energy and industrial solutions, serving as a global leader in the distribution of pipe, valves and fittings, and pumps, as well as in the fabrication, assembly and testing of process and production equipment. We provide a broad mix of quality products customers require to build and maintain essential infrastructure and operating equipment across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets.”4 It is headquartered in Houston, Texas.1 Its shares trade on NYSE under the symbol DNOW.1

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Last updated Oct 21, 2026.

Overview

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  • TickerDNOW on NYSE1
  • IndustryOil & Gas Field Machinery & Equipment1
  • HeadquartersHouston, Texas1
  • Incorporated inDE2
  • Business address7402 North Eldridge Parkway, Houston, Tx 770412
  • Filer categoryLarge accelerated filer2

DNOW Inc., (“DNOW” or the “Company”), headquartered in Houston, Texas, was incorporated in Delaware on November 22, 2013. On June 2, 2014, DNOW stock began regular trading on the New York Stock Exchange under the ticker symbol “DNOW”. We are a premier provider of energy and industrial solutions, serving as a global leader in the distribution of pipe, valves and fittings (“PVF”), and pumps, as well as in the fabrication, assembly and testing of process and production equipment. We provide a broad mix of quality products customers require to build and maintain essential infrastructure and operating equipment across the upstream, midstream, gas utilities, downstream, energy transition and industrial markets. We deliver a comprehensive range of value-added supply chain solutions and technical product expertise, supported by advanced digital offerings to customers globally.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

17.0%Gross margin5
-3.3%Operating margin5
-3.2%Net margin5
18.8%Revenue growth, 20255
-4.0%Return on equity5
0.18×Debt to equity5
$134.0MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Upstream brought in 62% of the revenue DNOW Inc. broke down this way in fiscal 2025.

  1. Upstream$1.8B562%up 5% from 2024
  2. Midstream$590.0M521%up 31% from 2024
  3. Downstream and Industrial$288.0M510%up 41% from 2024
  4. Gas Utilities$185.0M57%up 340% from 2024
Business segments by year
Business segments202320242025
Upstream$1.8B$1.7B$1.8B
Midstream$255.0M$452.0M$590.0M
Downstream and Industrial$210.0M$204.0M$288.0M
Gas Utilities$37.0M$42.0M$185.0M

Regions

United States brought in 81% of the revenue DNOW Inc. broke down this way in fiscal 2025.

  1. United States$2.3B581%up 22% from 2024
  2. International$312.0M511%up 30% from 2024
  3. Canada$214.0M58%down 15% from 2024
Regions by year
Regions202320242025
United States$1.7B$1.9B$2.3B
International$290.0M$240.0M$312.0M
Canada$282.0M$253.0M$214.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue80¢$2.3B
  • Selling, general and admin19¢$559.0M
  • Income tax0¢$12.0M

Out of $2.8B in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending14¢$21.0M
  • Share buybacks24¢$37.0M
  • Kept or used elsewhere63¢$97.0M

Out of $155.0M of cash from operations.5

Financial statements

Revenue67895$2.8B in 2025−4% since 2019
0$1.0B$2.0B$3.0B2019: $3.0B$3.0B20192020: $1.6B$1.6B2020−45%2021: $1.6B$1.6B2021+1%2022: $2.1B$2.1B2022+31%2023: $2.3B$2.3B2023+9%2024: $2.4B$2.4B2024+2%2025: $2.8B$2.8B2025+19%
Gross profit5$478.0M in 2025−11% since 2023
0$200.0M$400.0M$600.0M2023: $539.0M$539.0M20232024: $531.0M$531.0M2024−1%2025: $478.0M$478.0M2025−10%
Operating income67895-$93.0M in 2025+12% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: -$83.0M-$83.0M20192020: -$420.0M-$420.0M2020+406%2021: $9.0M$9.0M20212022: $131.0M$131.0M2022+1356%2023: $144.0M$144.0M2023+10%2024: $109.0M$109.0M2024−24%2025: -$93.0M-$93.0M2025
Net income67895-$89.0M in 2025−8% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M$400.0M2019: -$97.0M-$97.0M20192020: -$427.0M-$427.0M2020+340%2021: $5.0M$5.0M20212022: $128.0M$128.0M2022+2460%2023: $250.0M$250.0M2023+95%2024: $78.0M$78.0M2024−69%2025: -$89.0M-$89.0M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$2.8B$2.4B$2.3B
Cost of products$2.3B$1.8B$1.8B
Gross profit$478.0M$531.0M$539.0M
Selling, general and administrative expenses$559.0M$416.0M$395.0M
Impairment and other charges$12.0M$6.0M$0
Operating (loss) profit-$93.0M$109.0M$144.0M
Other expense-$7.0M$1.0M-$2.0M
(Loss) income before income taxes-$100.0M$110.0M$142.0M
Income tax (benefit) provision-$12.0M$31.0M-$109.0M
Net (loss) income-$88.0M$79.0M$251.0M
Net income attributable to noncontrolling interest$1.0M$1.0M$1.0M
Net (loss) income attributable to DNOW Inc.-$89.0M$78.0M$250.0M
Basic-$0.76$0.72$2.29
Diluted-$0.76$0.71$2.27
Weighted-average common shares outstanding, basic117.9M shares106.4M shares107.4M shares
Weighted-average common shares outstanding, diluted117.9M shares107.1M shares108.4M shares

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Corporate structure

DNOW Inc. sits at the top of its group. 40 entities, 19 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of DNOW Inc.

  • DNOW Inc. Houston, Texas
    • Distribution NOW FZE Subsidiary · United Arab Emirates
    • DNOW Canada ULC Subsidiary · Canada
    • Group KZ LLP Subsidiary · Kazakhstan
    • MacLean International Group (Australia) Pty. Ltd. Subsidiary · Australia
    • MacLean International Group (SGP) Pte. Ltd. Subsidiary · Singapore
    • MacLean International Group Limited Subsidiary · United Kingdom
    • McJunkin Red Man UK Ltd. Subsidiary · United Kingdom
    • MRC Global (Belgium) N.V. Subsidiary · Belgium
    • MRC Global (Finland) OY Subsidiary · Finland
    • MRC Global (France) SAS Subsidiary · France
    • MRC Global (Germany) GmbH Subsidiary · Germany
    • MRC Global (Italy) SRL Subsidiary · Italy
    • MRC Global (Netherlands) BV Subsidiary · Netherlands
    • MRC Global (New Zealand) Limited Subsidiary · New Zealand
    • MRC Global (Saudi Arabia) LLC (*2) Subsidiary · Saudi Arabia
    • MRC Global (Singapore) Ltd. Subsidiary · Singapore
    • MRC Global (UK) Limited Subsidiary · United Kingdom
    • MRC Global Australia Pty Ltd. Subsidiary · Australia
    • MRC Global Canada Holdings (UK) Limited Subsidiary · United Kingdom
    • MRC Global LLC Subsidiary · Oman
    • MRC Global Middle East FZE Subsidiary · United Arab Emirates
    • MRC Global Middle East Trading LLC (*3) Subsidiary · United Arab Emirates
    • MRC Global Norway AS Subsidiary · Norway
    • MRC Stream AS Subsidiary · Norway
    • MRC Transmark Group BV Subsidiary · Netherlands
    • and 14 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What DNOW Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$681.0M5 Dec 31, 2025$346.0M5 Dec 31, 2024+96.8%
Accumulated depreciation$417.0M5 Dec 31, 2025$189.0M5 Dec 31, 2024+120.6%
Property and equipment, net$264.0M5 Dec 31, 2025$157.0M5 Dec 31, 2024+68.2%
Finance-lease assets$26.0M5 Dec 31, 2025$24.0M5 Dec 31, 2024+8.3%
Operating-lease assets (leased space)$160.0M5 Dec 31, 2025$40.0M5 Dec 31, 2024+300.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$164.0M5 Dec 31, 2025$256.0M5 Dec 31, 2024−35.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$617.0M5 Dec 31, 2025$230.0M5 Dec 31, 2024+168.3%
Finite-lived intangibles, gross$590.0M5 Dec 31, 2025$78.0M5 Dec 31, 2024+656.4%
Accumulated amortization$25.0M5 Dec 31, 2025$13.0M5 Dec 31, 2024+92.3%
Finite-lived intangibles, net$565.0M5 Dec 31, 2025$65.0M5 Dec 31, 2024+769.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.2B5 Dec 31, 2025$352.0M5 Dec 31, 2024+238.6%
Work in process$17.0M9 Dec 31, 2024$33.0M9 Dec 31, 2023−48.5%

Properties, in its own words

As of December 31, 2025, our three reporting segments, the United States, Canada and International, had approximately 210 locations, 35 locations and 55 locations, respectively. International countries include: Australia, Belgium, Finland, France, Germany, Italy, Kuwait, the Netherlands, New Zealand, Norway, Oman, Saudi Arabia, Singapore, the United Arab Emirates, and the UK. Our properties are comprised of offices, branches, super centers and RDCs, approximately 91% of which are leased. One owned facility is pledged as collateral under our senior secured revolving credit facility discussed in Note 11 “Debt” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K); none of our owned facilities are subject to mortgages.

Item 2 of the 10-K filed Feb 26, 2026.4

Leadership

Who has led DNOW Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • DNOW Canada ULC Canada3
  • Distribution NOW FZE United Arab Emirates3
  • Group KZ LLP Kazakhstan3
  • MRC Global (Belgium) N.V. Belgium3
  • MRC Global (Finland) OY Finland3
  • MRC Global (France) SAS France3
  • MRC Global (Germany) GmbH Germany3
  • MRC Global (Italy) SRL Italy3
  • MRC Global (Netherlands) BV Netherlands3
  • MRC Global (New Zealand) Limited New Zealand3
  • MRC Global (Saudi Arabia) LLC (*2) Saudi Arabia3
  • MRC Global (Singapore) Ltd. Singapore3
  • MRC Global (UK) Limited United Kingdom3
  • MRC Global Australia Pty Ltd. Australia3
  • MRC Global Canada Holdings (UK) Limited United Kingdom3
  • MRC Global LLC Oman3
  • MRC Global Middle East FZE United Arab Emirates3
  • MRC Global Middle East Trading LLC (*3) United Arab Emirates3
  • MRC Global Norway AS Norway3
  • MRC Stream AS Norway3
  • MRC Transmark Group BV Netherlands3
  • MRC Transmark Holdings UK Ltd. United Kingdom3
  • MacLean International Group (Australia) Pty. Ltd. Australia3
  • MacLean International Group (SGP) Pte. Ltd. Singapore3
All 40 listed subsidiaries
  • MacLean International Group Limited United Kingdom3
  • McJunkin Red Man UK Ltd. United Kingdom3
  • NOW Canada Holding B.V. Netherlands3
  • NOW Canada Holding ULC Canada3
  • NOW Cooperatief I U.A. Netherlands3
  • NOW Cooperatief II U.A. Netherlands3
  • NOW Distribution India Private Limited India3
  • NOW Holding Cooperatief U.A. Netherlands3
  • NOW Indonesia Holding B.V. Netherlands3
  • NOW Mexico Holding I B.V. Netherlands3
  • NOW Mexico Holding II B.V. Netherlands3
  • NOW Netherlands B.V. Netherlands3
  • NOW Netherlands II B.V. Netherlands3
  • NOW Norway AS Norway3
  • Wilson Distribution Holdings B.V. Netherlands3
  • Wilson Supply Chain Services Limited British Virgin Islands3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • NOW Inc.Feb 26, 2014 to Jan 9, 20242

Timeline

  1. Aug 6, 20268-K Results of operations39
  2. May 20, 20268-K Shareholder vote40
  3. May 7, 20268-K Results of operations41
  4. Feb 27, 20268-K Executive or director change42
  5. Feb 20, 20268-K Results of operations43
  6. Jan 16, 20268-K Financial statements and exhibits44
  7. Nov 6, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation45
  8. Nov 5, 20258-K Results of operations46
  9. Oct 7, 20258-K Other events47
  10. Sep 9, 20258-K Shareholder vote48
  11. Aug 29, 20258-K Other events49
  12. Aug 6, 20258-K Results of operations50
  13. Nov 30, 2020New chief executive David A. Cherechinsky becomes CEO13
  14. Nov 21, 2019New chief executive Richard J. Alario becomes CEO14
  15. May 13, 2014New chief executive Robert R. Workman becomes CEO15

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.26 a share, on Nov 5, 2025.51

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results39
  2. May 7, 2026Reported quarterly or annual results41
  3. Feb 20, 2026Reported quarterly or annual results43
  4. Nov 5, 2025Reported quarterly or annual results46
  5. Aug 6, 2025Reported quarterly or annual results50
  6. May 7, 2025Reported quarterly or annual results52
  7. Feb 13, 2025Reported quarterly or annual results53
  8. Nov 7, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

231 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 41 major events, 91 insider forms, 24 large holders, 54 other. The latest 20:

  1. Aug 12, 20264 EDGAR
  2. Aug 12, 20264 EDGAR
  3. Aug 12, 20264 EDGAR
  4. Aug 10, 2026144 EDGAR
  5. Aug 10, 2026144 EDGAR
  6. Aug 10, 2026144 EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Aug 6, 20268-K EDGAR
  9. Jul 14, 2026SCHEDULE 13G/A EDGAR
  10. Jun 5, 2026SCHEDULE 13G/A EDGAR
  11. Jun 1, 2026SD EDGAR
  12. May 22, 20264 EDGAR
  13. May 22, 20264 EDGAR
  14. May 22, 20264 EDGAR
  15. May 22, 20264 EDGAR
  16. May 22, 20264 EDGAR
  17. May 22, 20264 EDGAR
  18. May 22, 20264 EDGAR
  19. May 22, 20264 EDGAR
  20. May 20, 20268-K EDGAR

The 231 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 0 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 10, 2026Chang Raymond WVP and General CounselSale76,238$16.98$1.3MForm 4
Aug 10, 2026Cherechinsky David APresident and CEOSale256,142$16.73$4.3MForm 4
Aug 10, 2026Johnson Mark BSee RemarksSale112,841$16.79$1.9MForm 4
Feb 19, 2025Munson Kelly T.See RemarksSale10,000$17.47$174.7KForm 4
Dec 2, 2024COPPINGER PAUL MDirectorSale26,186$15.08$394.9KForm 4
Nov 27, 2024COPPINGER PAUL MDirectorSale26,186$15.35$402.0KForm 4
Aug 12, 2024Surratt Fanny R.See RemarksSale3,500$12.66$44.3KForm 4
May 14, 2024Chang Raymond WVP and General CounselSale93,284$13.51$1.3MForm 4
May 14, 2024Cherechinsky David APresident and CEOSale123,881$13.57$1.7MForm 4
May 14, 2024Johnson Mark BSee RemarksSale47,015$13.50$634.7KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Gillian AndersonVice President & Chief Accounting Officer$274.8K$564.1K64

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.28,908,385$374.9M0.0%−783,090
Wellington Management Group Llp19,513,068$253.1M0.0%+2,633,894
Vanguard Portfolio Management LLC10,397,158$134.9M0.0%−26,395
Vanguard Capital Management LLC8,202,459$106.4M0.0%−129,100
Dimensional Fund Advisors LP7,956,916$103.2M0.0%−2,425,704
State Street Corp7,279,614$94.4M0.0%+175,510
First Trust Advisors LP6,607,074$85.7M0.1%+2,541,346
Engine Capital Management, LP5,169,462$67.0M6.5%+3,600
Geode Capital Management, LLC4,769,830$61.9M0.0%+216,024
Renaissance Technologies LLC4,697,825$60.9M0.1%+239,800
Greenhaven Associates Inc4,343,617$56.3M0.7%+3,519,130
River Road Asset Management, LLC3,936,101$51.1M0.6%−73,124
Rubric Capital Management LP3,898,635$50.6M0.5%+2,631,108
Verbena Value LP3,607,059$46.8M7.7%+309,155
Barrow Hanley Mewhinney & Strauss LLC3,279,914$42.5M0.1%−614,884
ACK Asset Management LLC3,000,000$38.9M4.5%New
Charles Schwab Investment Management Inc2,989,585$38.8M0.0%+19,094
Pzena Investment Management LLC2,893,482$37.5M0.1%−201,833
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.2,845,675$36.9M0.0%+215,438
Fuller & Thaler Asset Management, Inc.2,818,746$36.6M0.1%−99,875
Adage Capital Partners Gp, L.l.c.2,635,000$34.2M0.0%New
Bank Of America Corp /de/1,955,141$25.4M0.0%+539,418
Northern Trust Corp1,954,716$25.4M0.0%+84,249
Morgan Stanley1,785,055$23.2M0.0%−61,371
Royce & Associates LP1,751,649$22.7M0.2%+92,955

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How DNOW Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDNOW Inc.1
  • CIK0001599617
  • Employer ID (EIN)46-41911844
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3533 Oil & Gas Field Machinery & Equipment1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address7402 North Eldridge Parkway, Houston, TX 770411
  • Phone281-823-47001
  • Shares outstanding180,785,891 as of Jul 29, 202611
  • Public float$1.6B as of Jun 30, 20254
  • AuditorKPMG LLP, Houston, Texas PCAOB ID 185; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceFeb 26, 20141
  • Filings560 in all: 4 (224), 8-K (89), SC 13G/A (54), 10-Q (38), 3 (22), SC 13G (16), 425 (15), 10-K (12)1
    All 34 form types

    DEF 14A (12), 144 (8), SCHEDULE 13G/A (8), 11-K (7), CORRESP (7), DEFA14A (7), ARS (5), UPLOAD (5), SCHEDULE 13G (4), 10-12B/A (3), 3/A (3), 8-K/A (3), S-8 (3), 10-K/A (2), 4/A (2), 10-12B (1), 15-15D (1), 424B3 (1), 5 (1), DEFR14A (1), EFFECT (1), PRE 14A (1), S-4 (1), S-8 POS (1), SC 13D (1), SD (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 9, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01DNOWNew York Stock Exchange

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks DNOW Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 49 risks under these headings, as written.4

  • Decreased capital and other expenditures in the energy industry, which can result from decreased oil and natural gas prices, among other things, can adversely impact our customers’ demand for our products and our revenue.
  • Demand for our gas utilities products and services depends on our customers’ capital investment programs, which may be reduced or delayed.
  • Volatile oil and gas prices affect demand for our products.
  • General economic and geopolitical conditions may adversely affect our business.
  • If our product costs became subject to significant future inflationary pressures, then we may not be able to fully offset these higher costs through price increases.
  • We may be adversely impacted by holding more inventory than can be sold in a commercial time frame.
  • We may be unable to compete successfully with other companies in our industry.
  • Demand for our sales of the products we distribute could decrease if the manufacturers of those products were to instead sell a substantial amount of goods directly to our customers in the sectors we serve.
  • We may need additional capital in the future, and it may not be available on acceptable terms, or at all.
  • We do not have long-term contracts or agreements with many of our customers. The contracts and agreements that we do have generally do not commit our customers to any minimum purchase volume. The loss of a significant customer may have a material adverse effect on us.
  • Changes in our customer and product mix, as well as the timing, complexity and cyclical nature of our project-based work, could cause our margins and operating results to fluctuate and adversely affect our competitive position.
  • Customer credit risks could result in losses.
The other 37 risks
  • We may be unable to successfully execute or effectively integrate acquisitions.
  • We may continue to experience challenges with the stabilization of the U.S. ERP system inherited from MRC Global.
  • We are a holding company and depend upon our subsidiaries for our cash flow.
  • If we lose any of our key personnel, we may be unable to effectively manage our business or continue our growth.
  • Interruptions in the proper functioning of our information systems, including as a result of cyber incidents, deficiencies in our cybersecurity or disruptions involving third-party service providers, could compromise data, disrupt operations, impair financial reporting, expose us to liability and regulatory scrutiny, and adversely affect our financial results and the market price of our stock.
  • The loss of third-party transportation providers upon whom we depend, or conditions negatively affecting the transportation industry, could increase our costs or cause a disruption in our operations.
  • Adverse weather events or natural disasters could negatively affect local economies and disrupt operations.
  • Privacy concerns relating to our personal and business information being potentially breached could damage our reputation and deter current and potential users or customers from using our products and services.
  • We have goodwill recorded on our balance sheet. If our goodwill becomes impaired, we may be required to recognize charges that would reduce our income.
  • Our indebtedness may affect our ability to operate our business, and this could have a material adverse effect on us.
  • We may not be able to successfully integrate the business of MRC Global into our business or realize the anticipated benefits of the mergers.
  • MRC Global may initially operate outside our existing control environment, and delays in integrating their systems and processes could expose us to control deficiencies and financial reporting risks.
  • The failure to successfully combine the businesses of DNOW and MRC Global may adversely affect our business.
  • The future results of DNOW following the merger will suffer if the combined company does not effectively manage its expanded operations.
  • The financial forecasts disclosed in connection with the merger are based on various assumptions that may not be realized.
  • The combined company’s ability to use the existing U.S. federal capital loss carryforwards, net operating loss carryforwards and other tax attributes could be limited.
  • We may experience unexpected supply shortages.
  • We may experience cost increases from suppliers, which we may be unable to pass on to our customers.
  • We do not have contracts with most of our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.
  • Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.
  • Price reductions by suppliers of products that we sell could cause the value of our inventory to decline. Also, these price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the extent that we purchased our inventory of these products at the higher prices prior to supplier price reductions.
  • A substantial decrease in the price of steel could significantly lower our product margin or cash flow.
  • If steel prices rise, we may be unable to pass along the cost increases to our customers.
  • If existing tariffs and duties on imports of line pipe or certain of the other products that we sell are lifted, the U.S. market could see an increased supply of less expensive products, which could adversely affect our business and results of operations.
  • Changes in trade policies, including the imposition or elimination of additional tariffs and duties, and risks with governmental instability in certain parts of the world could negatively impact our business, financial condition and results of operations.
  • We are subject to strict environmental, health and safety laws and regulations that may lead to significant liabilities and have a material adverse effect on our business, financial condition and results of operations.
  • Existing or future laws, regulations, court orders or other public- or private-sector initiatives to limit greenhouse gas emissions or relating to climate change may reduce demand for our products and services and the physical effects of climate change could damage our assets or facilities, adversely impacting our business, results of operations, and financial condition.
  • We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
  • Due to our position as a distributor, we are subject to personal injury, product liability and environmental claims involving allegedly defective products.
  • We face risks associated with conducting business in markets outside of the U.S. and Canada.
  • We are subject to U.S. and other anti-corruption laws, trade controls, economic sanctions, and similar laws and regulations, including those in the jurisdictions where we operate. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.
  • Compliance with and changes in laws and regulations in the countries in which we operate could have a significant financial impact and affect how and where we conduct our operations.
  • We are a defendant in asbestos-related lawsuits. Exposure to these and any future lawsuits could have a material adverse effect on us.
  • The market price of our shares may fluctuate widely.
  • Your percentage ownership in us may be diluted in the future.
  • We cannot assure you that we will pay dividends on our common stock.
  • Certain provisions in our corporate documents and Delaware law may prevent or delay an acquisition of our company, even if that change may be considered beneficial by some of our stockholders.

Legal proceedings

From time to time, we have been subject to various claims and involved in legal proceedings incidental to the nature of our businesses. We maintain insurance coverage to reduce financial risk associated with certain of these claims and proceedings. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, there are no pending legal proceedings that upon resolution are likely to have a material effect on our business, financial condition, results of operations or cash flows.

Also, from time to time, in the ordinary course of our business, our customers may claim that the products that we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for these claims. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and seek our recovery from the manufacturer for our expense. In the opinion of management, the ultimate disposition of these claims and proceedings are not expected to have a material adverse effect on our financial position, results of operations or cash flows.

For information regarding asbestos cases in which we are a defendant and other claims and proceedings, see Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part II, Item 7 of this Form 10-K) and Note 14 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements (Part IV, Item 15 of this Form 10-K).

The opening of Item 3, Legal Proceedings.4

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