View:
November 12, 2024
Mark B. Johnson
Senior Vice President and Chief Financial Officer
DNOW Inc.
7402 North Eldridge Parkway
Houston, Texas 77041
Re: DNOW Inc.
Form 10-K for the Year Ended December 31, 2023
Form 8-K Filed November 7, 2024
File No. 001-36325
Dear Mark B. Johnson:
We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for the Year Ended December 31, 2023
Signatures, page 44
1. Please revise the signature page to include the signature of your
controller or principal
accounting officer. If the same individual serves in more than one
capacity, ensure
you indicate as such in future filings. Refer to General Instruction
D(2)(a) to Form 10-
K.
Form 8-K Filed November 7, 2024
Exhibit 99.1
2. We note your discussion and presentation of the non-GAAP financial
measure of
EBITDA % excluding other costs. Please revise future filings, including
your periodic
reports, to also present the percentage calculated using the most
directly comparable
GAAP measure with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of
Regulation S-K.
November 12, 2024
Page 2
3. We note the President and CEO s discussion of free cash flow. Please
ensure that
future presentations of this non-GAAP measure are accompanied by the
disclosures
required by Item 10(e)(1)(i) of Regulation S-K.
4. Please ensure that you provide an explanation of the other adjustments
to non-GAAP
financial measures for each of the prior periods presented.
5. To the extent material, please revise future presentations of non-GAAP
measures to
include income tax adjustments as a separate line item in your non-GAAP
reconciliations and explain how the tax impact is calculated. Refer to
Question 102.11
of the Non-GAAP Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology