DNOW IR-Presentation

Investor Presentation
November 2014
1
2014 COPYRIGHT DISTRIBUTIONNOW
Disclosure Statement
Statements made in the course of this presentation that state the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements.
It is important to note that the Company's actual results could differ materially from those
projected in such forward-looking statements. Additional information concerning factors that could
cause actual results to differ materially from those in the forward-looking statements is contained
from time-to-time in the Company's filings with the U.S. Securities and Exchange Commission. Any
decision regarding the Company or its securities should be made upon careful consideration of not
only the information here presented, but also other available information, including the
information filed by the Company with the SEC. Copies of these filings may be obtained by
contacting the Company or the SEC.
2
Transaction Overview
Ticker
DNOW
Exchange
NYSE
Exchange ratio
1 share of DNOW stock for every 4 shares of NOV stock
Expected number of shares
107 million
When-issued trading begins
May 20, 2014
Record date
May 22, 2014
Distribution of NOW shares
May 30, 2014
First day of regular-way trading
June 2, 2014
Form 10 registration statement for NOW Inc. declared effective by SEC
3
Vision
DistributionNOW will be recognized as the
market Leader in Supply Chain Management
through superior customer service by
leveraging the strengths of our employees,
processes, suppliers and information.
Countries
20+
Locations
330+
Employees 5,300+
ERP System SAP
4
Company Snapshot
One of the largest distributors to the energy industry

Legacy of over 150 years operating
Support major land and offshore operations for all the
key energy producing regions around the world
Comprehensive network of more than 270 Energy
Branches and more than 60 Supply Chain locations
2013 revenue of $4.3 billion and EBITDA of $239 million
Operates under the DistributionNOW and Wilson Export
brands
More than 300,000 stock keeping units (SKUs)
Thousands of vendors in approximately 40 countries
Presence in over 20 countries supporting customer
operations in more than 90 countries
Key markets include North America, Latin America, the
North Sea, the Middle East, the Commonwealth of
Independent States and Southeast Asia
2013 Revenue by Segment

Canada
18%
United States
67%
2013 Revenue by Channel

Supply Chain
17%
>270 Energy Branches

>60 Supply Chain locations
5
International
15%
Energy
Branches
83%
Global Customer Reach

Company Locations
NORWAY
Energy Branches
Edmonton CANADA
Sales Offices
Distribution Centers
NETHERLANDS
Estevan
Los Angeles
Distribution
Centers:
United States
Houston, TX
Los Angeles, CA
South Plainfield, NJ
Canada
Edmonton, Alberta
Estevan, Saskatchewan
USA
EGYPT
COLUMBIA
KAZAKHSTAN
POLAND
South Plainfield
Houston
MEXICO
PERU
RUSSIA
UK
Aberdeen
AZERBAIJAN
CHINA
KUWAIT
UAE
SAUDI
Jebel INDIA
ARABIA
Ali
OMAN
SINGAPORE
Jurong
BRAZIL
INDONESIA
Europe
Aberdeen, Scotland
MENA
Jebel Ali, U.A.E.
Asia
Jurong, Singapore
6
AUSTRALIA
SOUTH AFRICA
Global Customer Reach

Export by Country
Aberdeen
U.S. Wilson Export

UK Export
Dubai Export
Export Country Crossover
Houston
Dubai
7
Comprehensive Product Offering and Balanced Revenue Mix
DNOW carries a broad range of products to meet rapid and critical deliveries to customers in remote areas of service
Limited exposure to commodities
Oil country tubular goods (OCTG) comprise a small portion of sales and inventory (<2%)
2011
2013
Mill Tool,
MRO, Safety
and Other
29%
Fittings and
Flanges
12%
Drilling and
Production
38%
Mill Tool,
MRO, Safety
and Other
22%
2012:
Acquisitions of
Wilson and
CE Franklin
Valves
12%
Pipe
9%
Drilling and
Production
23%
Fittings and
Flanges
15%
Pipe
20%
Valves
20%
Wilson and CE Franklin acquisitions have further diversified DNOWs product offering
Expanded PVF volumes and supply chain solutions for the midstream, downstream and industrial end markets
8
Value Proposition
Product Offering
A Critical Link Through Leading

Supply Chain Technology
Knowledgeable people
Customer
Product
Application
Materials management
Proven processes
Quality management
Supply chain expertise
Extensive infrastructure
United States
Canada
International
Procurement
advantage
Broad supplier base

Single source provider
Global sourcing
9
Market Segments
Blue-Chip Customers and Suppliers

Suppliers
Customers
Drilling Contractors
Exploration & Production
Midstream
Downstream & Industrial
10
Flexible Operational Model
BRANCHES
REGIONAL
DISTRIBUTION CENTER
EXPORT
CAPITAL PROJECTS
& VALVE ACTUATION
SUPPLY CHAIN SERVICES
Branch network model

supported by Distribution
Centers to ensure inventory
is maintained locally.
Right inventory in right place
at the right time
Distribution centers ensure

replenishment of branches
and direct shipment to
customer facility
Broad sourcing capability to

consolidate customer
requirements on multiple lower
value or non-core items
Global sourcing and expediting

capability to ensure correct
product is delivered to the job
site in accordance with
project requirements
Vast offering of supply chain

services to increase efficiency
and lower cost within the
supply chain
11
Quality-Triple Impact Supplier Program

SUPPLIER AUDITS
Assessment and qualification of
new suppliers
Reassessment of existing suppliers
Follow up on supplier quality issue
Rotational on-site physical audits
Foundry evaluation on key valve
manufacturers
SAMPLING STANDARD
Monitoring and measuring
Daily audit of incoming products
QA/QC inspection (MTR review,
PMI on SS and alloys, threading,
dim. and visual)
Full traceability (marking check)
Acceptable Quality Limit (AQL) 1.5
12
QUALITY CHECKPOINTS
Supplier performance reporting (KPIs)
Trial order lab testing
Quarterly enhanced lab testing
Manufacturer pre-ship inspection
Overstock return inspections
Verification of supplier corrective
action
Key Investment Highlights

1 Leading distributor in a large, growing and highly fragmented market
2 Focused growth strategy as an independent company
3 Unmatched IT capabilities underpin efficient operations and differentiated value proposition
4 Operational initiatives and scalability drive margin improvement
5 Macro industry trends favor players with extensive scale
6 Key end markets still strong
7 Demonstrated successful acquisition and integration track record
8 Attractive cash generation and returns through the cycle
9 Experienced management team
13
Leading Distributor in a Large, Growing and Highly

Fragmented Market
DistributionNOW is one of the largest distributors to

the energy industry worldwide
Over $850 million in inventory to support customers
More than 300,000 SKUs
Thousands of vendors in approximately 40
countries
Quality offering ensured through AML
Network of over 330 locations worldwide
Presence in 20+ countries
230+ locations in the U.S.
70+ locations in Canada
30+ international locations

Supported by 8 distribution centers
14
$20bn+ addressable market in North America

DNOW
19%
MRC
24%
Other
57%
Global market estimated to exceed $50bn

Highly fragmented market
DistributionNOW differentiated by scale and global reach

Majority of competitors are small, local/regional players
Growth Strategy through Capital Allocation
2
1
Energy Branches:
Organic Growth
Increase presence in nonconventional energy plays

Continued market share gains in
the U.S. and Canada
Further expansion to and within
new markets outside of the U.S.
and Canada
15
Supply Chain Services:

Growth through Capital Allocation
Further penetrate downstream

and industrial channel
Expand product lines such as
valves / actuation, safety
services and electrical
Rapidly grow market share with
manufacturing customers
Future Opportunities
Broaden scope and reach of

industrial offering
Industrial MRO
OEM supply
New product lines
New end markets
Logistics
Equipment rentals
Unmatched IT Capabilities Underpin Efficient Operations

and Differentiated Value Proposition
DNOW has implemented a single integrated ERP system linking global branches, customers and suppliers
Greatly enhances operational efficiency
Enables immediacy of decision-making
Reduces total procurement costs for DNOW and customers
Supports planning and optimization of supply chain processes
System Highlights
Integrated with customer ERP

Approximately 3 billion electronic
transactions processed in 2013
In-house support allows DNOW
to tailor its system to better meet
customers needs and increase
operational efficiency
16
Sample Applications
Demand management, statistical forecasting and lifecycle planning

expedite decision making and allow flexible assortment planning
An integrated warehouse management system; voice and wireless bar
code scanners increase warehouse efficiencies
MetalTrace (MT) allows for the storage and retrieval of manufacturer
documentation such as Safety Data Sheets (SDS) and Mill Test Reports
(MTRs) in a consolidated, indexed environment. MT is integrated with
DNOWs ERP system for enhanced traceability
of material and faster order processing
Operational Initiatives and Scalability

Drive Margin Improvement
Operational
Excellence
Highly
Scalable
Business
Model
17
Highly flexible model

One global ERP system
Centralized pricing discipline
Leveraged international sourcing
Distribution center supported inventory
replenishment
Low fixed costs

Incremental margins well in excess of total
margins
Limited capital needs to support expansion
Integration of acquisitions
Incentives tied to profitability
Target:
Return to
previously
achieved 8%+
EBITDA margin
Macro Industry Trends Favor Players With Extensive Scale
DNOW has sophistication, scale and geographic reach to serve an increasingly consolidated and global customer base
Trend
Customer centralizing procurement

functions and consolidating suppliers to
enhance operational efficiency
Trend
Industry consolidation of customer base

through acquisitions and international
expansion
DNOW
Capability
Integrated supply model and comprehensive

supply services to manage customer
procurement and inventory
DNOW
Capability
Size and geographic reach to serve global

customer need in existing and new
geographies
Case Study
Privately owned independent, vertically integrated oil and gas company
Operations in South Texas and Northern Mexico (Eagle Ford)
and Colombia
Customer consolidating spending for core products previously sourced
from several supply companies
Customer engaged DNOW in materials management program to
support Eagle Ford and Colombian assets
Warehouse and inventory management, material identification
and product consolidation to reduce operations cost
18
Case Study
Large public independent oil and gas company
DNOW is preferred material management partner within
Customers Regional Distribution Concept (RDC)
Provide full cycle material management solutions across Customers
assets in U.S. and Canada
Customer recently made acquisition in South Texas (Eagle Ford)
DNOW implementing of the RDC model at new Eagle Ford assets
Displaces current suppliers
Key End Markets Still Strong

Upstream Development Capex Spending
GDP Growth
($ in billions)
$431
6%
$430
$408
$439
$222
$253
$249
$242
$223
$54
$50
$45
$44
$47
$132
$136
$137
$144
$154
2012A
2013A
2014E
2015E
2016E
$424
4%
2%
0%
(2%)
(4%)
United States
Canada
2003
2005
Top 10 Countries (ex-U.S. and Canada)
2007
2009
2011
United States
2013
Canada
2015
World
Source: Wood Mackenzie

Note:
Top 10 Countries include Australia, Brazil, Canada, China, Iraq, Mexico, Norway, Russia, U.K. and U.S.
Source: IHS Economics
Average Annual Rig Count
Industrial Capacity Utilization and Production
(number of rigs)
908
836
458
369
1,190
1,380
1,079
925
1,005
470
343
379
1,648
1,768
1,878
1,094
997
1,086
1,541
84%
110
81%
105
1,167
1,234
1,296
1,344
78%
100
423
365
355
371
75%
95
72%
90
1,875
1,919
1,761
1,845
69%
85
351
221
66%
80
2003
Canada
Source: Baker Hughes, Inc.
Note:
YTD2014 includes rig count through September 2014
19
2017
2005
2007
2009
Capacity Utilization
International
Source: U.S. Federal Reserve
2011
Production
2013
Demonstrated Successful Acquisition

and Integration Track Record
Selected Historical Acquisitions
Wilson and CE Franklin Highlights
Date
Acquisition
Country
December 1998
Dominion Oilfield Supply (DOSCO/TS&M)
Canada
June 1999
Continental Emsco Company (via Wilson)
United States / Canada
July 1999
Dupre Supply
United States
January 2000
Texas Mill Supply (via Wilson)
United States
January 2000
Republic Supply Company
United States
November 2000
Hart Sales Company
United States
January 2001
Van Leeuwen Pipe & Tube (via Wilson)
United States
March 2001
DEMIJ-Rotterdam
The Netherlands
June 2001
Rye Supply
United States
August 2001
Texas Oil Works Supply
United States
August 2001
AMTEX Pump & Supply
United States
June 2002
STS Supply
United States
January 2003
LSI Specialty Electrical Products
United States
August 2003
WTM Sales
United States
August 2003
Neven Handelsonderneming
The Netherlands
October 2004
Roma General Welding Services
Australia
December 2008
Sakhalin Outfitters
Russia
March 2010
PLT
United States
August 2010
Group KZ
Kazakhstan
February 2011
Capital Valves
United Kingdom
May 2012
Wilson Distribution
U.S., Canada, International
June 2012
Engco
Canada
July 2012
CE Franklin
Canada
20
Expanded DNOWs end market offering with immediate entry into

midstream, downstream and industrial markets
New customer base provided increased

selling opportunity
Strengthened brand and existing customer relationships
Expanded DNOWs capabilities in vending and tool crib supply

chain solutions
M&A Strategy
Utilize strong balance sheet to allocate capital towards

strengthening market positions
Enhance product offering and geographic reach in Energy Branches
Accelerate expansion in downstream & industrial segments
Expand eCommerce and supply chain

solutions technologies
Attractive Cash Generation and Returns Through the Cycle

Free Cash Flow and EBITDA
($ in millions)
$264
$239
$235
$224
$246
$184
2013 Financial Snapshot

Revenue: $4.3 billion
Gross margin: ~19%
EBITDA: $239 million
5.6% margin
Free cash flow: $184 million
ROCE(1): 15%
2011 (2)
Free Cash Flow (3)
EBITDA (4)
Continued to reinvest in the business to improve operations and

support future growth
Flexible cost structure and disciplined working capital management

underpin cash flow generation through the cycle
(1)
(2)
(3)
(4)
2013
Robust free cash flow despite headwinds in 2013 from a down year in
the broader energy sector
21
2012 (2)
ROCE excludes goodwill, which is primarily associated with the acquisitions of Wilson and CE Franklin
Estimated, Pro Forma
Free Cash Flow is defined as EBITDA less capital expenditures
EBITDA is defined as earnings before Interest, Taxes, Depreciation and Amortization
Experienced Management Team

21-year average tenure of Operations team, including NOV and its predecessor entities
Extensive industry experience
Focus on results, process and relationships
Merrill A. Pete Miller, Jr.
Executive Chairman
Burk L. Ellison
President, Energy Branches
Daniel L. Molinaro
Chief Financial Officer
18 years at DNOW / NOV
Robert R. Workman
President and Chief Executive Officer
Raymond W. Chang
General Counsel
David A. Cherechinsky
Chief Accounting Officer
22
Note:
Tenure at DNOW / NOV includes predecessor entities
Financial Overview
23
Financial Highlights
Solid organic revenue growth underpinned by strong end market
Robust cash flow generation through the cycle
Substantial operating leverage drives margin improvement
Low capital intensity business model requires limited investment
Cost savings to be realized from integration of Wilson and CE Franklin
Capital structure provides significant financial flexibility

Debt free; $750 million undrawn revolver
~$200 million of cash on hand
Conservative financial profile and highly disciplined management team
24
Historical Financial Summary (Pro Forma)

Revenue
Gross Profit and Margin
($ in millions)
($ in millions)
$4,613
$4,260
$4,296
$843
$769
2011
2012
2013
18.1%
18.3%
18.6%
2011 (1)
2012 (1)
2013
Gross profit
EBITDA and Margin

($ in millions)
$797
% Margin
Net Income and Margin

($ in millions)
$264
$239
$235
$164
$147
$141
5.7%
5.5%
5.6%
3.3%
2011 (1)
2012 (1)
EBITDA
25
2011 (1)
2013
% Margin
3.6%
2012 (1)
Net Income
(1)
3.4%
2013
% Margin
Low Capital Intensity Business Model

Requires Limited Investment
Capital Expenditures
Working Capital
($ in millions)
($ in millions)
$1,491
1.3%
$1,299
$1,188
27.9%
0.4%
0.3%
32.3%
30.2%
$45
$10
$8
$11
2011
(1)
2012
$10
(1)
2013
2011
Spin / Integration Related Investments

Maintenance Capex
Total Capex as a % of Sales
Global SAP ERP system implementation

New corporate headquarters and warehouse
Distribution Centers in Edmonton, Estevan and Dubai
Expansion of integrated warehouse management system
Global rebranding to DistributionNOW from NOV Wilson
Spin-related systems and software
26
2012
Working Capital
Spin / Integration Related Investments
(1)
(1)
(1)
2013
% of Sales
Disciplined and focused approach to manage working capital

Improving receivables collection and customer contracts
Elevated inventory levels post acquisition will normalize postintegration and benefit from ERP system implementation
Strong liquidity profile
Debt free; $750 million undrawn revolver
~$200 million of cash on hand
Attractive Cash Generation and Returns Through the Cycle

Free Cash Flow and FCF Conversion
Capital Employed and Pretax ROCE
($ in millions)
($ in millions)
$1,982
$1,820
$246
$224
$1,420
$184
95%
93%
15.7%
77%
2011 (1)
2012 (1)
FCF (2)
FCF Conversion (3)
12.3%
2012 (1)
2013
Capital Employed
Pretax ROCE (4)
Strong cash flow generation to support growth
2013 ROCE of 15%, excluding goodwill(5)
Disciplined working capital management

across all business units
High returns on investments driven by strategic

capital allocations, continuous investments in
growth opportunities and opportunistic
acquisitions
Substantial non-recurring investments in 2013

and 2014
27
2011 (1)
2013
12.8%
(1)
(2)
(3)
(4)
(5)

Free Cash Flow (FCF) is defined as EBITDA less capital expenditures
FCF Conversion is defined as FCF as a percentage of EBITDA
Pretax ROCE is defined as EBIT as a percentage of Capital Employed
Average goodwill of $338 million in 2013
YTD September 2014 Summary Results (Unaudited)

Revenue
Gross Profit and Margin
($ in millions)
($ in millions)
$3,255
$3,099
$614
$600
19.8%
18.4%
9M13
9M14
9M13
9M14
Gross profit
EBITDA and Margin
Net Income and Margin
($ in millions)
($ in millions)
$186
5.4%
9M13
9M14
EBITDA
$113
$168
5.7%
28
% Margin
% Margin
$100
3.5%
3.2%
9M13
9M14
Net Income
% Margin
Short-term Outlook
Stabilization: Completion of spin and ERP rollout

Q214
Perfect storm of disruptions
Q314
Beginning of top line recovery and the completion of public expense buildout
Q414
Continued recovery from spin and ERP implementation, but P&L still noisy as we complete projects
Q115
Should mark end of integration distractions
Capital: Anomalous trends ending

Completion of majority of one-time, large cap-ex projects
Resumption of capital allocated to M&A
Exhibit significant progress of reducing DSOs by 15+ days
29
Outlook
Growth target: organic market share gains of 3 5% each year

Energy Branch segment revenues will track well completions and rig count
Supply Chain solutions intended to be the largest beneficiary of capital
allocations
Margin target: return to previously achieved 8%+ EBITDA as Wilson and CE

Franklin are fully integrated
Incremental EBITDA margins exceed current profitability
Run-rate maintenance Capex of approximately $10 $20 million annually
Generally, capital allocated to M&A will be consistent with cash flow
30
31

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Investor Presentation

1 share of DNOW stock for every 4 shares of NOV stock

Expected number of shares

When-issued trading begins

May 20, 2014

May 22, 2014

Distribution of NOW shares

May 30, 2014

First day of regular-way trading

Form 10 registration statement for NOW Inc. declared effective by SEC

One of the largest distributors to the energy industry

2013 Revenue by Segment

2013 Revenue by Channel

>270 Energy Branches

Global Customer Reach

Global Customer Reach

U.S. Wilson Export

Comprehensive Product Offering and Balanced Revenue Mix

A Critical Link Through Leading

Broad supplier base

Blue-Chip Customers and Suppliers

Exploration & Production

Downstream & Industrial

Flexible Operational Model

SUPPLY CHAIN SERVICES

Branch network model

Distribution centers ensure

Broad sourcing capability to

Global sourcing and expediting

Vast offering of supply chain

Quality-Triple Impact Supplier Program

Key Investment Highlights

Leading Distributor in a Large, Growing and Highly

DistributionNOW is one of the largest distributors to

230+ locations in the U.S.

70+ locations in Canada

30+ international locations

$20bn+ addressable market in North America

Global market estimated to exceed $50bn

DistributionNOW differentiated by scale and global reach

Growth Strategy through Capital Allocation

Increase presence in nonconventional energy plays

Supply Chain Services:

Further penetrate downstream

Broaden scope and reach of

Unmatched IT Capabilities Underpin Efficient Operations

Integrated with customer ERP

Demand management, statistical forecasting and lifecycle planning

Operational Initiatives and Scalability

Highly flexible model

Low fixed costs

Macro Industry Trends Favor Players With Extensive Scale

Customer centralizing procurement

Industry consolidation of customer base

Integrated supply model and comprehensive

Size and geographic reach to serve global

Key End Markets Still Strong

Top 10 Countries (ex-U.S. and Canada)

Source: Wood Mackenzie

Source: IHS Economics