v3.26.1
Organization and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Nature of Operations

Nature of Operations

DNOW Inc. (“DNOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. We operate primarily under the DNOW and MRC Global brands along with several affiliated and acquired brands operating in local, regional or international markets. DNOW is a leading distributor of pipe, valves, fittings (“PVF”), gas products, pumps and fabricated process and production equipment through its approximately 300 locations in the United States (“U.S.”), Canada and select international locations which are geographically positioned to serve the energy and industrial markets.

On June 26, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRC Global Inc. (“MRC Global”) in an all-stock transaction, inclusive of MRC Global's debt. On November 6, 2025 (the “Closing Date”), DNOW completed its acquisition of MRC Global. The merger was accounted for as a business combination in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, where DNOW was the accounting acquirer. See Note 13 “Acquisitions” for additional information.

The Company provides products to customers to build and maintain essential infrastructure and operating equipment across the upstream, gas utilities, downstream and industrial and midstream markets as well as supply chain solutions, technical product expertise and a digital platform to customers globally through our leading position across diversified end-markets including the following sectors:

Upstream: exploration, production and extraction of oil and gas, as well as the use, transfer and disposal of produced water
Gas Utilities: gas utilities (storage and distribution of natural gas)
Downstream and Industrial: downstream and industrial including crude oil refining, petrochemical and chemical processing, general industrials, pharmaceutical, mining, water/wastewater treatment, data centers, liquefied natural gas (“LNG”) terminals and renewable natural gas (“RNG”) facilities
Midstream: gathering and transmission infrastructure for processing and transmission of oil, gas or water
The Company offers comprehensive products and solutions offerings, including an extensive array of PVF, gas products, pumps, fabricated equipment, valve automation, valve modification, gaskets, fasteners, electrical components, measurement, instrumentation, artificial lift, pumping systems, process and production equipment, production measurement technology, maintenance, repair and operations (“MRO”) consumables and other general and specialty products from its global network of suppliers. Additionally, through the Company’s DigitalNOW® and MRCGO™ e-commerce platforms, customers can leverage technology across business applications to source products and solve complex operational and product sourcing challenges.
Basis of Presentation

Basis of Presentation

The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and Article 10 of the Securities and Exchange Commission (“SEC”) Regulation S-X. All intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net (loss) income reflected as noncontrolling interests in the accompanying consolidated financial statements. The principles for interim financial information do not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the audited consolidated 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, which are of a normal recurring nature unless disclosed otherwise, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year.

Change in Accounting Principle

Change in Accounting Principle

In the fourth quarter of 2025, DNOW changed its inventory valuation method for U.S. inventories from the moving average cost method to the Last-In, First-Out (“LIFO”) method. The effects of the change in accounting principle have been retrospectively applied to all periods presented. For the three and six months ended June 30, 2025, this change resulted in an increase of $15 million and $16 million in cost of products, respectively, and a decrease of $11 million and $12 million in net income attributable to DNOW Inc., respectively. Refer to Note 1 “Organization and Basis of Presentation” of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for further information related to the change in accounting principle.

Long-lived Assets, Excluding Goodwill and Indefinite-lived Intangible Assets

Long-lived Assets, Excluding Goodwill and Indefinite-lived Intangible Assets

Long-lived assets, other than goodwill and indefinite-lived intangibles, include property, plant and equipment, operating right-of-use (“ROU”) assets and identified intangible assets with finite lives. The Company evaluates the recoverability of long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

In the second quarter of 2026, the Company recorded a $4 million impairment charge related to the operating ROU asset associated with a corporate office lease in Houston, Texas. The impairment resulted from the Company’s decision to permanently vacate the leased premises. The charge is included in impairment and other charges on the consolidated statements of operations.

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 periods. Actual results may differ from those estimates.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In December 2025, the FASB issued Accounting Standards Update (ASU) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements which clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. It is not intended to significantly change interim reporting or expand or reduce interim disclosure requirements. ASU 2025-11 is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of the provisions of ASU 2025-11 on its consolidated financial statements and its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for internal-use software costs by removing the previous development stage model and introducing a model that aligns with current software development methods, such as the agile approach. Capitalization of eligible costs will begin when management has authorized and committed to funding the software project and it is probable the project will be completed and the software will be used for the function intended. This update will be effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual period. The Company is currently assessing the impact of the provisions of ASU 2025-06 on its consolidated financial statements and its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed information related to types of expenses in commonly presented captions in income statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company will not early adopt, and is currently assessing the impact of the provisions of ASU 2024-03 on its consolidated financial statements and its disclosures.

Revenue

Substantially all of the Company's 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 proper government authorities. Shipping and handling costs for product shipments are recorded in cost of products.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled 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. Amounts received for orders in advance of the customer obtaining control are deferred and revenue is not recognized until the performance obligations are satisfied. In some cases, particularly with third-party pipe shipments, the Company considers shipping and handling costs to be separate performance obligations, and as such, the Company records the revenue and cost of products when the performance obligation is fulfilled. While a small proportion of the Company's sales, the Company occasionally recognizes revenue under a bill and hold arrangement. Recognition of revenue on bill and hold arrangements occurs when control transfers to the customer provided that the reason for the bill and hold arrangement is substantive, the product is separately identified as belonging to the customer, ready for physical transfer and unavailable to be used or directed to another customer.

The Company leases operating equipment to customers through operating and sales-type leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease. For the three months ended June 30, 2026 and 2025, rental revenue totaled $22 million and $25 million, respectively, and $45 million and $48 million for the six months ended June 30, 2026 and 2025, respectively, reflecting amounts earned under the Company’s lease agreements during the periods.

Remaining Performance Obligations

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of 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 ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less.

Allowance for Credit Losses

Allowance for Credit Losses

Allowance for credit losses is estimated based on an evaluation of accounts receivable aging and the related historical loss experience. In accordance with ASU 2025-05, the Company assumes that current conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses on current trade receivables and contract assets. Judgments in the estimate of allowance for credit losses include global economic and business conditions, oil and gas industry and market conditions, customers' financial conditions and accounts receivable past due. As of June 30, 2026 and December 31, 2025, the allowance for credit losses totaled $20 million and $14 million, respectively. For the three months ended June 30, 2026 and 2025, the provision for credit losses totaled $2 million and less than $1 million, respectively, and $7 million and $1 million for the six months ended June 30, 2026 and 2025, respectively.

Contract Balances

Contract Balances

Contract assets consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations as well as amounts recognized in situations where invoicing is delayed until customer-specific documentation requirements are met. Contract assets are considered accounts receivable for which only the passage of time is required before payment is due. As of June 30, 2026 and December 31, 2025, contract assets were $25 million and $55 million, respectively, and were included in receivables, net in the consolidated balance sheets. For the six months ended June 30, 2026, the decrease in contract assets was primarily attributable to a reduction in orders awaiting customer-specific documentation required prior to invoicing in the Company’s U.S. and International segments. 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; however, these expenses are not material.

Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of the Company satisfying its contractually agreed performance obligations, including refundable amounts and other accrued customer liabilities. Revenue recognition is deferred to a future period until those performance obligations are satisfied. As of June 30, 2026 and December 31, 2025, contract liabilities were $73 million and $50 million, respectively, and were included in accrued liabilities on the consolidated balance sheets. For the six months ended June 30, 2026, the increase in contract liabilities was primarily related to net current year customer deposits of approximately $35 million, partially offset by recognizing revenue of approximately $12 million that was deferred as of December 31, 2025.

Disaggregated Revenue

Disaggregated Revenue

The Company's disaggregated revenue represents the business of selling products and service offerings to the energy sector across each of the Upstream (exploration, production and extraction), Gas Utilities (storage and distribution of natural gas), Downstream and Industrial (crude oil refining, petrochemical and chemical processing and general industrials) and Midstream (gathering, processing and transmission of oil and gas) sectors in each of the Company's reportable segments. Each of the Company's end markets and geographical reportable segments are impacted and influenced by varying factors, including macroeconomic environment, commodity prices, maintenance and capital spending and exploration and production activity. As such, the Company believes that this information is important in depicting the nature, amount, timing and uncertainty of our contracts with customers.

The following table presents our revenue disaggregated by revenue source (in millions):

 

 

United States

 

 

Canada

 

 

International

 

 

Total

 

Three months ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

$

395

 

 

$

36

 

 

$

77

 

 

$

508

 

Gas Utilities

 

 

309

 

 

 

1

 

 

 

 

 

 

310

 

Downstream and Industrial

 

 

146

 

 

 

5

 

 

 

66

 

 

 

217

 

Midstream

 

 

259

 

 

 

5

 

 

 

8

 

 

 

272

 

Total revenues

 

$

1,109

 

 

$

47

 

 

$

151

 

 

$

1,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

$

753

 

 

$

77

 

 

$

146

 

 

$

976

 

Gas Utilities

 

 

578

 

 

 

1

 

 

 

 

 

 

579

 

Downstream and Industrial

 

 

304

 

 

 

11

 

 

 

135

 

 

 

450

 

Midstream

 

 

459

 

 

 

9

 

 

 

17

 

 

 

485

 

Total revenues

 

$

2,094

 

 

$

98

 

 

$

298

 

 

$

2,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

$

331

 

 

$

37

 

 

$

44

 

 

$

412

 

Gas Utilities

 

 

11

 

 

 

1

 

 

 

 

 

 

12

 

Downstream and Industrial

 

 

33

 

 

 

5

 

 

 

7

 

 

 

45

 

Midstream

 

 

153

 

 

 

5

 

 

 

1

 

 

 

159

 

Total revenues

 

$

528

 

 

$

48

 

 

$

52

 

 

$

628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Upstream

 

$

643

 

 

$

90

 

 

$

98

 

 

$

831

 

Gas Utilities

 

 

19

 

 

 

1

 

 

 

 

 

 

20

 

Downstream and Industrial

 

 

67

 

 

 

9

 

 

 

16

 

 

 

92

 

Midstream

 

 

273

 

 

 

10

 

 

 

1

 

 

 

284

 

Total revenues

 

$

1,002

 

 

$

110

 

 

$

115

 

 

$

1,227