Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 10, 2017 | Jun. 30, 2016 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | MRC GLOBAL INC. | ||
Entity Central Index Key | 1,439,095 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 94,871,401 | ||
Entity Public Float | $ 1,370 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 109 | $ 69 |
Accounts receivable, net | 399 | 533 |
Inventories, net | 561 | 781 |
Other current assets | 48 | 22 |
Total current assets | 1,117 | 1,405 |
Other assets | 19 | 22 |
Property, plant and equipment, net | 135 | 127 |
Intangible assets: | ||
Goodwill, net | 482 | 484 |
Other intangible assets, net | 411 | 459 |
Total assets | 2,164 | 2,497 |
Current liabilities: | ||
Trade accounts payable | 314 | 327 |
Accrued expenses and other current liabilities | 111 | 110 |
Current portion of long term debt | 8 | 8 |
Total current liabilities | 433 | 445 |
Long-term obligations: | ||
Long-term debt, net | 406 | 511 |
Deferred income taxes | 184 | 208 |
Other liabilities | 23 | 22 |
Commitments and contingencies | ||
6.5% Series A Convertible Perpetual Preferred Stock, $0.01 par value; authorized 363,000 shares; 363,000 shares issued and outstanding | 355 | 355 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share: 500 million shares authorized, 102,529,637 and 102,203,074 issued, respectively | 1 | 1 |
Additional paid-in capital | 1,677 | 1,666 |
Retained deficit | (574) | (467) |
Treasury stock at cost: 7,677,580 and 816,389 shares, respectively | (107) | (12) |
Accumulated other comprehensive loss | (234) | (232) |
Total stockholders' equity | 763 | 956 |
Total liabilities and stockholders' equity | $ 2,164 | $ 2,497 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, dividend rate | 6.50% | 6.50% |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 363,000 | 363,000 |
Preferred stock, issued | 363,000 | 363,000 |
Preferred stock, outstanding | 363,000 | 363,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 102,529,637 | 102,203,074 |
Treasury stock, shares | 7,677,580 | 816,389 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Operations [Abstract] | |||
Sales | $ 3,041 | $ 4,529 | $ 5,933 |
Cost of sales | 2,573 | 3,743 | 4,915 |
Gross profit | 468 | 786 | 1,018 |
Selling, general and administrative expenses | 524 | 606 | 716 |
Goodwill and intangible asset impairment | 462 | ||
Operating (loss) income | (56) | (282) | 302 |
Other expense: | |||
Interest expense | (35) | (48) | (62) |
Write off of debt issuance costs | (1) | (3) | |
Other, net | 1 | (9) | (14) |
(Loss) income before income taxes | (91) | (342) | 226 |
Income tax (benefit) expense | (8) | (11) | 82 |
Net (loss) income | (83) | (331) | 144 |
Series A preferred stock dividends | 24 | 13 | |
Net (loss) income attributable to common stockholders | $ (107) | $ (344) | $ 144 |
Basic (loss) earnings per common share | $ (1.10) | $ (3.38) | $ 1.41 |
Diluted (loss) earnings per common share | $ (1.10) | $ (3.38) | $ 1.40 |
Weighted-average common shares, basic | 97.3 | 102.1 | 102 |
Weighted-average common shares, diluted | 97.3 | 102.1 | 102.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (83) | $ (331) | $ 144 |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (2) | (95) | (96) |
Pension related adjustments | (1) | ||
Total other comprehensive loss | (2) | (95) | (97) |
Comprehensive (loss) income | $ (85) | $ (426) | $ 47 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained (Deficit) [Member] | Accumulated Other Comprehensive (Loss) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2013 | $ 1 | $ 1,644 | $ (267) | $ (40) | $ 1,338 | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2013 | 102 | |||||
Net (loss) income | 144 | 144 | ||||
Foreign currency translation | (96) | (96) | ||||
Pension related adjustments | (1) | (1) | ||||
Equity-based compensation expense | 9 | 9 | ||||
Exercise of stock options | 3 | 3 | ||||
Balance at Dec. 31, 2014 | $ 1 | 1,656 | (123) | (137) | 1,397 | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2014 | 102 | |||||
Net (loss) income | (331) | (331) | ||||
Foreign currency translation | (95) | (95) | ||||
Equity-based compensation expense | 10 | 10 | ||||
Dividends declared on preferred stock | (13) | (13) | ||||
Purchase of common stock | $ (12) | (12) | ||||
Purchase of common stock, shares | (1) | |||||
Balance at Dec. 31, 2015 | $ 1 | 1,666 | (467) | (232) | $ (12) | 956 |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2015 | 102 | 1 | ||||
Net (loss) income | (83) | (83) | ||||
Foreign currency translation | (2) | (2) | ||||
Shares withheld for taxes | (1) | (1) | ||||
Equity-based compensation expense | 12 | 12 | ||||
Exercise of stock options | 1 | 1 | ||||
Tax expense on equity-based compensation | (1) | (1) | ||||
Dividends declared on preferred stock | (24) | (24) | ||||
Purchase of common stock | $ (95) | (95) | ||||
Purchase of common stock, shares | (7) | |||||
Balance at Dec. 31, 2016 | $ 1 | $ 1,677 | $ (574) | $ (234) | $ (107) | $ 763 |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 102 | 8 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net (loss) income | $ (83) | $ (331) | $ 144 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operations: | |||
Depreciation and amortization | 22 | 21 | 22 |
Amortization of intangibles | 47 | 60 | 68 |
Equity-based compensation expense | 12 | 10 | 9 |
Deferred income tax benefit | (23) | (87) | (34) |
Amortization of debt issuance costs | 4 | 4 | 5 |
Inventory-related charges | 45 | ||
Write off of debt issuance costs | 1 | 3 | |
Goodwill and intangible asset impairment | 462 | ||
(Decrease) increase in LIFO reserve | (14) | (53) | 12 |
Change in fair value of derivative instruments | (1) | 1 | 1 |
Provision for uncollectible accounts | 4 | 2 | 2 |
Foreign currency losses | 4 | 3 | 2 |
Other non-cash items | 4 | 9 | 8 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 128 | 412 | (132) |
Inventories | 141 | 419 | (209) |
Other current assets | (23) | 6 | 2 |
Income taxes payable | 6 | (13) | 13 |
Accounts payable | (13) | (198) | (30) |
Accrued expenses and other current liabilities | (8) | (40) | 11 |
Net cash provided by (used in) operations | 253 | 690 | (106) |
Investing activities | |||
Purchases of property, plant and equipment | (33) | (39) | (20) |
Proceeds from the disposition of property, plant and equipment | 1 | 1 | 1 |
Proceeds from the disposition of non-core product lines | 48 | ||
Acquisitions, net of cash acquired of $0, $0 and $4 | (344) | ||
Other investing activities | (3) | 1 | |
Net cash provided by (used in) investing activities | 16 | (41) | (362) |
Financing activities | |||
Payments on revolving credit facilities | (41) | (1,343) | (1,501) |
Proceeds from revolving credit facilities | 41 | 670 | 1,977 |
Payments on long term obligations | (108) | (258) | (8) |
Debt issuance costs paid | (1) | (4) | |
Purchases of common stock | (95) | (12) | |
Proceeds from issuance of preferred stock, net of issuance costs | 355 | ||
Dividends paid on preferred stock | (24) | (10) | |
Proceeds from exercise of stock options | 1 | 3 | |
Net cash (used in) provided by financing activities | (226) | (599) | 467 |
Increase (decrease) in cash | 43 | 50 | (1) |
Effect of foreign exchange rate on cash | (3) | (6) | 1 |
Cash beginning of year | 69 | 25 | 25 |
Cash end of year | 109 | 69 | 25 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 30 | 43 | 57 |
Cash paid for income taxes | $ 11 | $ 90 | $ 103 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Cash Flows [Abstract] | |||
Acquisitions, cash acquired | $ 0 | $ 0 | $ 4 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 1—SIGNIFICANT ACCOUNTING POLICIES Business Operations : MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings and related products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and down stream (crude oil refining and petrochemical processing) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian. Our products are obtained from a broad range of suppliers. Basis of Presentation : The accompanying consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. Use of Estimates : The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates. Cash Equivalents : We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Allowance for Doubtful Accounts : We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of operations . Inventories : Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a bette r matching of costs and revenue . This practice excludes certain inventories, which are held outside of the United States, approximating $ 164 million and $ 242 million at December 31, 2016 and 2015 , respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods. Reserves for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales activity over time . The reserve , which totaled $ 34 million and $30 million at December 31, 2016 and 2015 , is the amount deemed necessary to reduce the cost of the inventory to its estimated realizable value. Debt Issuance Costs : We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. In the first quarter of 2016, we adopted ASU No. 2015-03 Interest-Imputation of Interest (Subtopic 855-30): Simplifying the Presentation of Debt Issuance Costs . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with debt discounts. As a result of the adoption, we have reclassified debt issuance costs associated with our Term Loan of $5 million as of December 31, 2015, from other assets to long term debt in our balance sheet. Accordingly, long term debt originally reported as $524 million at December 31, 2015 has been revised to $519 million. Debt issuance costs associated with our Global ABL Facility will continue to be presented in other assets. Fixed Assets : Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred. Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related asset. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. Goodwill and Other Intangible Assets : Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at f our reporting units (U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International). Within each reporting unit, we have elected to aggregate the component countries and regions into a single reporting unit based on their similar economic characteristics, products, customers, suppliers, methods of distribution and the manner in which we operate each reporting unit. We perform our annual tests for indications of goodwill impairment as of October 1 st of each year, updating on an interim basis should indications of impairment exist. The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. If the carrying value is more than the estimated fair value, a second step is performed, whereby we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, acquisition control premium and valuation comparisons to similar businesses. Each of these methods involves Level 3 unobservable market inputs and require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite-lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. Each of these methods involves Level 3 unobservable market inputs and requires us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two to twenty years. The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test. Derivatives and Hedging : From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. Fair Value : We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit pri ce, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value: Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 2 : Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk). Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Our impairment methodology for goodwill and other intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities. Insurance : We are self-insured for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a deductible/retention program as it relates to insurance for property, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) , cybersecurity claims and employee healthcare. These programs have deductibles and self-insured retentions ranging from $0 million to $5 million and are secured by various letters of credit totaling $ 6 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain commercially reasonable umbrella/excess policy coverage in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our acc rued liabilities related to deductibles/retentions under insurance programs (other than employee healthcare) were $1 1 million and $ 10 million as of December 31, 2016 and 2015 , respectively. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $3 million as of December 31, 2016 and 2015 . Income Taxes : We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of the deferred tax assets considered realizable , however , could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth. Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements. We intend to indefinitely reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings. Foreign Currency Translation and Transactions : The functional currency of our foreign operations is the applicable local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of operations . Equity-Based Compensation : Our equity-based compensation consisted and consists of restricted stock , restricted unit awards, performance share unit awards and nonqualified stock options of our Company. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight line basis over the vesting period. Revenue Recognition : Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenue. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title is transferred. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of operations . Cost of Sales : Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances and reserves , and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales. Purchasing and warehousing costs approximated $ 30 million, $ 37 million, and $ 46 million for the years ended December 31, 2016, 2015 and 2014 . Earnings per Share : Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options, unvested restricted stock awards, unvested restricted stock units and unvested performance share unit awards . Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method. Equity awards and shares of preferred stock are disregarded in the calculations of diluted earnings per share if they are determined to be anti-dilutive. Concentration of Credit Risk : Most of our business activity is with customers in the energy sector. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many r egions of the world. During 2016, 2015 and 201 4 , we did not have sales to any one customer in excess of 10% of sales. At those respective year-ends, no individual customer balances exceeded 10% of accounts receivable. We have a broad supplier base, sourcing our products in most regions of the world. During 2016, 2015 and 201 4 , we did not have purchases from any one vendor in excess of 10% of our inventory purchases. At those respective year-ends no individual vendor balance exceeded 10% of accounts payable. We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote. Segment Reporting : Our business is comprised of four operating segments: U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International. Our International segment consists of our operations outside of the U.S. and Canada. These segments represent our business of selling PVF to the energy sector across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining , petrochemical and chemical processing and general industrials ) markets. Our two U.S. operating segments have been aggregated into a single reportable segment based on their economic similarities. As a result, we report segment information for the U.S., Canada and International. Recently Issued Accounting Standards : In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides comprehensive guidance on the recognition of revenue from customers arising from the transfer of goods and services. The ASU also provides guidance on accounting for certain contract costs and requires new disclosures. The FASB voted to defer the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Accordingly, we plan to adopt the standard in the first quarter of 2018. We are currently evaluating the effect of the adoption of ASU 2014-09 on our consolidated financial statements. For the year ended December 31, 2016, our 25 largest customers represented approximately 52% of our revenue. We expect this group of customers will constitute a similar portion of our revenue in future periods. We are in the process of completing a formal review of our contracts with these and other customers to evaluate the impact of the new guidance and anticipate completing that review during the first half of 2017. The balance of our revenue is derived from thousands of customers with which we generally interact in a transactional relationship where goods are purchased from our branch locations. For this portion of our business, we do not expect the guidance to have a material impact on the timing of our revenue recognition. We have determined that we will utilize the modified retrospective transition method. We are still assessing the impact of the standard on our internal control processes and information systems. However, we do not currently believe that significant modifications of our systems will be required. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 provides guidance on simplifying the measurement of inventory. The current standard is to measure inventory at lower of cost or market; where market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. ASU 2015-11 updates this guidance to measure inventory at the lower of cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. We expect to adopt this guidance in 2017. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases, which will replace the existing guidance in ASC 870, Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2018. We are in the process of evaluating the effect of the adoption of ASU 2016-02 on our consolidated financial results. In Ma rch 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation , which simplifies the accounting for the taxes related to stock based compensation. Under the standard, excess tax benefits and certain tax deficiencies will no longer be recorded in additional paid-in capital (“APIC”), and APIC pools will be eliminated. Instead, all excess tax benefits and tax deficiencies will be recorded as income tax expense or benefit in the income statement. In addition, excess tax benefits are required to be presented as operating activities rather than financing activities in the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This standard is effective for fiscal years beginning after December 15, 2017. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740). The guidance requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The changes are required to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The amendments in ASU 2017-04 eliminate the current two-step approach used to test goodwill for impairment and require an entity to apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years, including interim periods within, beginning after December 15, 2019 (upon the first goodwill impairment test performed during that fiscal year). Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. A reporting entity must apply the amendments in ASU 2017-04 using a prospective approach. The Company does not expect the adoption of ASU 2017-04 to have a material impact to its consolidated financial position , results of operations or cash flow . |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Transactions [Abstract] | |
Transactions | NOTE 2—TRANSACTIONS In February 2016, we completed the disposition of our U.S. oil country tubular goods (“OCTG”) product line for $48 million. As a result of this transaction, we incurred a loss of $5 million that was reflected in our fourth quarter 2015 results. Net of reserves, including LIFO and an adjustment to write the inventory down to its net realizable value, the carrying value of the U.S. OCTG inventories as of December 31, 2015 was $50 million . In 2014, we completed three acquisitions for an aggregate purchase price of $344 million, net of cash acquired. These acquisitions included Stream AS (“Stream”), a leading pipe, valve and fittings distributor and provider of flow control products, solutions and services to the offshore oil and gas industry on the Norwegian Continental Shelf, MSD Engineering Pte. Limited (“MSD”), a distributor and regional service provider of valve and valve automation solutions to customers in Singapore, and Metron Holding AS, the parent company of Hypteck AS (“Hypteck”), a Norwegian provider of instrumentation and process control products to the offshore, marine and onshore industries with a focus on the Norwegian Continental Shelf. The impact of these transactions was not material to our financial statements in each of these respective years. Accordingly, pro forma information has not been presented. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | NOTE 3 —ACCOUNTS RECEIVABLE The rollforward of our allowance for doubtful acco unts is as follows (in millions ): December 31, 2016 2015 2014 Beginning balance $ 3 $ 4 $ 3 Net charge-offs (4) (3) (1) Provision 4 2 2 Ending balance $ 3 $ 3 $ 4 Our accounts receivable is also presented net of sales returns and allowances. Those allowances approximated $1 million and $2 million at December 31, 2016 and 2015 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Inventories | NOTE 4 —INVENTORIES The composition of our inventory is as follows (in millions ): December 31, 2016 2015 Finished goods inventory at average cost: Energy carbon steel tubular products $ 124 $ 253 Valves, valve actuation and instrumentation 225 273 All other products 313 374 662 900 Less: Excess of average cost over LIFO cost (LIFO reserve) (67) (89) Less: Other inventory reserves (34) (30) $ 561 $ 781 Our inventory quantities were reduced during 2016, resulting in a liquidation of a last-in, first out (“LIFO”) inventory layer that was carried at a lower cost prevailing from a prior year, as compared with current costs in the current year (a “LIFO decrement”). A LIFO decrement results in the erosion of layers created in earlier years, and, therefore, a LIFO layer is not created for years that have decrements. For the years ended December 31, 2016 and 2015, the effect of this LIFO decrement decreased cost of sales by approximately $14 million and increased cost of sales by $ 8 million, respectively. There was no LIFO decrement in 2014. In the third quarter of 2016, we incurred inventory-related charges totaling $45 million. These charges reflect adjustments necessary to reduce the carrying value of certain products determined to be excess or obsolete to their estimated net realizable value based on our current market outlook for those products. This amount included $24 million in the International segment primarily related to a restructuring of our Australian business and market conditions in Iraq. In addition, reserves for excess and obsolete inventory were increased in the U.S. and Canada by $16 million and $5 million, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5 —PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in millions ): December 31, Depreciable Life 2016 2015 Land and improvements - $ 15 $ 15 Building and building improvements 40 years 63 63 Machinery and equipment 3 to 10 years 140 148 Enterprise resource planning software 10 years 32 - Software in progress - 14 24 264 250 Allowances for depreciation and amortization (129) (123) $ 135 $ 127 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 6 —GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill by segment for the years ended December 31, 2016, 2015 and 2014 are as follows (in millions ): US Canada International Total Goodwill at December 31, 2013 (1) $ 552 $ - $ 80 $ 632 Acquisition of Stream - - 155 155 Adjustment of Flangefitt purchase price - - 2 2 Buyout of joint venture - - 2 2 Acquisition of MSD - - 25 25 Acquisition of Hypteck - - 36 36 Effect of foreign currency translation - - (46) (46) Goodwill at December 31, 2014 $ 552 $ - $ 254 $ 806 Goodwill impairment (109) - (183) (292) Other (2) - - (2) Effect of foreign currency translation - - (28) (28) Goodwill at December 31, 2015 $ 441 $ - $ 43 $ 484 Effect of foreign currency translation - - (2) (2) Goodwill at December 31, 2016 $ 441 $ - $ 41 $ 482 (1) Net of prior years’ accumulated impairment losse s of $241 million and $69 mil lion U.S. and Canadian segments, respectively. Other intangible assets by major classification consist of the following (in millions ): Weighted- Average Amortization Accumulated Net Book Period (in years) Gross Amortization Value December 31, 2016 Customer base (1) 16.4 $ 669 $ (390) $ 279 Amortizable trade names N/A 12 (12) - Indefinite lived trade names (2) N/A 132 - 132 $ 813 $ (402) $ 411 December 31, 2015 Customer base (1) 16.2 $ 724 $ (400) 324 Amortizable trade names 6.8 15 (12) 3 Indefinite lived trade names (2) N/A 132 - 132 Noncompete agreements 3.0 1 (1) - $ 872 $ (413) $ 459 (1) Net of accumulated impairment losses of $42 million as of December 31, 2016 and 2015 . (2) Net of accumulated impairment losses of $204 million as of December 31, 2016 and 2015 . Impairment of Goodwill and Other Intangible Assets In connection with our annual goodwill impairment test as of October 1, 2015, we tested goodwill for our U.S. and International reporting units. Our Canadian reporting unit ha d no goodwill. No goodwill impairments were indicated at that time. However, with the continued decline in commodity prices and activity levels subsequent to our annual test, we performed an assessment of current market conditions and our future long-term expectations of oil and gas markets as of December 31, 2015 and concluded it was more likely than not that the fair values of our reporting units were lower than their carrying values. Our assessment took into consideration, among other things, significant further reductions in projected spending by our customers in 2016 and a more pessimistic long-term outlook for the price of oil and natural gas, and the resulting impact on our 2016 budget and long-term financial forecast. As a result of this assessment, we completed an interim impairment test as of December 31, 2015. This test resulted in an impairment charge of $292 million comprised of $109 million in our U.S. reporting unit and $18 3 million in our International reporting unit. No impairment charges were recognized during t he years ended December 31, 2016 and 2014 . In these years, the estimated fair value of each of our reporting units substantially exceeded their carrying values. As a result of the same factors that necessitated an interim impairment test for goodwill, we completed an interim impairment test for indefinite-lived intangible assets as of December 31, 2015. This test resulted in an impairment charge of $128 million associated with our trade name. No impairment charges were recognized during t he years ended December 31, 2016 and 2014 . In these years, the estimated fair value of our indefinite-lived intangible assets substantially exceeded their carrying value. As of December 31, 2015, the reduction in our long-term financial forecast was also an indication that our amortizable intangible assets may be impaired. We performed impairment tests as of that date and determined that certain of our customer base intangible assets within our International segment were impaired. An impairment charge of $42 million was recognized in December 2015 to reduce the carrying value of these assets to their fair value. Amortization of Intangible Assets Total amortization of intangible assets for each of th e years ending December 31, 2017 to 2021 is currently estimated as follows (in millions ): 2017 $ 46 2018 46 2019 43 2020 27 2021 25 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 7 —LONG-TERM DEBT The significant components of our long-term debt are as follows (in millions ): December 31, 2016 2015 Senior Secured Term Loan B, net of discount and issuance costs of $4 and $7 , respectively $ 414 $ 519 Global ABL Facility - - 414 519 Less: current portion 8 8 $ 406 $ 511 Senior Secured Term Loan B : In November 2012, we entered into a $650 million seven -year Term Loan B (the “Term Loan”), with Bank of America N.A. as administrative agent, and several other lenders. In November 2013, we increased the principal amount of the Term L oan to $794 million and modified the interest rates to those outlined below. In November 2016, we repaid $100 million of the balance outstanding under the Term Loan. In June 2015, we repaid $250 million of the balance outstanding under the Term Loan with proceeds from the issuance of preferred stock. As a result of these repayments, we incurred charges of $1 million and $3 million for the write off of debt issuance costs for the years ended December 31, 2016 and 2015, respectively. Accordion. The Term Loan allows for incremental increases up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (the ratio of the Company’s Consolidated EBITDA (as defined under the Term Loan) to senior secured debt) (net of up to $75 million of unrestricted cash) would not exceed 3.50 to 1.00. Maturity. The scheduled maturity date of the Term Loan is November 9, 2019 . The Term Loan will amortize in equal quarterly installments at 1% a year with the payment of the balance at maturity. Guarantees . The Company and all of the U.S. borrower’s current and future wholly owned material U.S. subsidiaries guaranteed the Term Loan subject to certain exceptions. Security. The Term Loan is secured by a first lien on all of the Company’s assets and the assets of its domestic subsidiaries, subject to certain exceptions and other than the collateral securing the Global ABL Facility (which includes accounts receivable, inventory and related assets, collectively, the “ABL collateral”), and by a second lien on the ABL collateral. In addition, a pledge secures the Term Loan of all the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its first tier foreign subsidiaries, subject to certain exceptions. Interest Rates and Fees. The Company has the option to pay interest at a base rate, subject to a floor of 2.00% , plus an applicable margin, or at a rate based on LIBOR, subject to a floor of 1.00% , plus an applicable margin. The applicable margin for base rate loans is 300 basis points, and the applicable margin for LIBOR loans is 400 basis points. The margin steps down by 25 basis points if the Company’s consolidated total leverage ratio (as defined under the Term Loan) is less than 2.50 to 1.00. Mandatory Prepayment . The Company is required to repay the Term Loan with certain asset sale and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if the Company’s senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if the Company’s senior secured leverage ratio is no more than 2.50 to 1.00). The Company is not required to make a mandatory prepayment in 201 7 related to the fiscal year 201 6 because November 2016 payment noted above satisfied this requirement. Restrictive Covenants. The Term Loan does not include any financial maintenance covenants. The Term Loan contains restrictive covenants (in each case, subject to exclusions) that limit, among other things, the ability of the Company and its restricted subsidiaries to: · make investments; · prepay certain indebtedness; · grant liens; · incur additional indebtedness; · sell assets; · make fundamental changes; · enter into transactions with affiliates; and · pay dividends. The Term Loan also contains other customary restrictive covenants. The covenants are subject to various baskets and materiality thresholds, with certain of the baskets permitted by the restrictions on the repayment of subordinated indebtedness, restricted payments and investments being available only when the senior secured leverage ratio of the Company and its restricted subsidiaries is less than 3.25 :1.00. The Term Loan provides that the Company and its restricted subsidiaries may incur any first lien indebtedness that is pari passu to the Term Loan so long as the pro forma senior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 3.50 :1.00. The Company and its restricted subsidiaries may incur any second lien indebtedness so long as the pro forma junior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 4.00 :1.00. The Company and its restricted subsidiaries may incur any unsecured indebtedness so long as the total leverage ratio of the Company and its restricted subsidiaries is less than or equal to 5.00 :1.00. Additionally, under the Term Loan, the Company and its restricted subsidiaries may incur indebtedness under the Global ABL Facility (or any replacement facility) in an amount not to exceed the greater of $1.3 billion and a borrowing base (equal to, subject to certain exceptions, 85% of all accounts receivable and 65% of the book value of all inventory owned by the Company and its restricted subsidiaries). The Term Loan contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any material guaranty or security documents supporting the Term Loan to be in full force and effect and change of control. If such an event of default occurs, the Agent under the Term Loan is entitled to take various actions, including the acceleration of amounts due under the Term Loan and all other actions that a secured creditor is permitted to take following a default. Global ABL Credit Facility : In March 2012, we entered into a multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) that was subsequently amended and restated in July 2014 . The five -year Global ABL Facility , which will mature on July 18, 2019, is comprised of $1.05 billion of total revolving credit facilities, including a $977 million facility in the United States, $30 million facility in Norway, $20 million facility in Canada, $5 million facility in the United Kingdom, $10 million facility in Australia, $4 million facility in the Netherlands and $4 million facility in Belgium. The facility contains an accordion feature that allows us to increase the total principal amount of the facilit ies by up to $300 million. Each of our current and future wholly owned material U.S. subsidiaries and MRC Global Inc. guarantees the obligations of our borrower subsidiaries under the Global ABL Facility. Additionally, each of our non-U.S. borrower subsidiaries guarantees the obligations of our other non-U.S. borrower subsidiaries under the Global ABL Facility. Obligations under the U.S. tranche are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of our wholly owned, material U.S. subsidiaries. The obligations of any of our non-U.S. borrower subsidiaries are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of the non-U.S. subsidiary and our wholly owned material U.S. subsidiaries. No non-U.S. subsidiary guarantees the U.S. tranche and no property of our non-U.S. subsidiaries secures the U.S. tranche. The security interest in accounts receivable, inventory and related assets of the U.S. borrower subsidiaries ranks prior to the security interest in this collateral which secures the Term Loan. Each of our non-U.S. borrower subsidiaries has a separate standalone borrowing base that limits the non-U.S. subsidiary’s ability to borrow under its respective tranche, provided that the non-U.S. subsidiaries may utilize excess availability under the U.S. tranche to borrow amounts in excess of their respective borrowing bases (but not to exceed the applicable commitment amount for the foreign subsidiary’s jurisdiction), which utilization will reduce availability under the U.S. tranche dollar for dollar. Subject to the foregoing, our ability to borrow in each jurisdiction, other than Belgium, under the Global ABL Facility is limited by a borrowing base in that jurisdiction equal to 85% of eligible receivables, plus the lesser of 70% of eligible inventory and 85% of appraised net orderly liquidation value of the inventory. In Belgium, our borrowing is limited by a borrowing base determined under Belgian law. U.S. borrowings under the facility bear interest at LIBOR plus a margin varying between 1.25% and 1.75% based on our fixed charge coverage ratio. Canadian borrowings under the facility bear interest at the Canadian Dollar Bankers’ Acceptances Rate (“BA Rate”) plus a margin varying between 1.25% and 1.75% based on our fixed charge coverage ratio. Borrowings by our foreign borrower subsidiaries bear interest at a benchmark rate, which varies based on the currency in which such borrowings are made , plus a margin varying between 1.50% and 2.00% based on our fixed charge coverage ratio . Excess Availability : At December 31, 2016 , availability under our revolving credit facilities was $425 million. Debt Issuance Costs : In the first quarter of 2016, we adopted ASU No. 2015-03 Interest-Imputation of Interest (Subtopic 855-30): Simplifying the Presentation of Debt Issuance Costs . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with debt discounts. As a result of the adoption, we have reclassified debt issuance costs associated with our Term Loan of $5 million as of December 31, 2015, from other assets to long term debt in our balance sheet. Accordingly, long term debt originally reported as $524 million at December 31, 2015 has been revised to $519 million. Debt issuance costs associated with our Global ABL Facility will continue to be presented in other assets. These amounts were $6 million and $8 million as of December 31 , 2016 and 2015, respectively . Interest on Borrowings : The interest rates on our borrowings outstanding at December 31, 2016 and 2015 , including the amortization of original issue discount, were as follows: December 31, 2016 2015 Senior Secured Term Loan B 5.51% 4.98% Global ABL Facility - - There was no outstanding balance on the Global ABL Facility at December 31, 2016 or 2015. Maturities of Long-Term Debt : At December 31, 2016 , annual maturities of long-term debt during the next five years are as follows (in millions ): 2017 $ 8 2018 8 2019 398 2020 - 2021 - |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | NOTE 8 —DERIVATIVE FINANCIAL INSTRUMENTS We use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies. All of our derivative instruments are freestanding and, accordingly, changes in their fair market value are recorded in earnings. The fair value of derivative instruments recorded in our consolidated balance sheets was $0 million at December 31, 2016 and 2015. The total notional amount of forward foreign exchange contracts was approximately $36 million and $41 million at December 31, 2016 and 2015, respectively. The table below provides data about the amount of gains and (losses) recognized in our consolidated statements of operations related to our derivative instruments (in millions ): Year Ended December 31, Derivatives not designated as hedging instruments: 2016 2015 2014 Foreign exchange forward contracts $ 1 $ (1) $ (1) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9 —INCOME TAXES The components of our (loss) income before income taxes were (in millions ): Year Ended December 31, 2016 2015 2014 United States $ (7) $ (79) $ 223 Foreign (84) (263) 3 $ (91) $ (342) $ 226 Income taxes included in the consolidated statements of operations consist of (in millions ): Year Ended December 31, 2016 2015 2014 Current: Federal $ 13 $ 64 $ 95 State 1 5 8 Foreign 1 7 13 15 76 116 Deferred: Federal (21) (70) (24) State (2) (6) (2) Foreign - (11) (8) (23) (87) (34) Income tax (benefit) expense $ (8) $ (11) $ 82 Our effective tax rate varied from the statutory federal income tax rate for the following reasons (in millions ): Year Ended December 31, 2016 2015 2014 Federal tax (benefit) expense at statutory rates $ (32) $ (120) $ 79 State taxes 1 (1) 4 Nondeductible expenses 1 1 1 Foreign operations taxed at different rates 6 (5) (5) Goodwill and intangible asset impairment - 99 - Change in valuation allowance related to foreign losses 16 15 3 Income tax (benefit) expense $ (8) $ (11) $ 82 Effective tax rate 9% 3% 36% Significant components of our current deferred tax assets and liabilities are as follows (in millions ): December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ 1 $ 1 Accruals and reserves 27 28 Net operating loss and tax credit carryforwards 44 30 Other 2 3 Subtotal 74 62 Valuation allowance (50) (34) Total 24 28 Deferred tax liabilities: Inventory valuation (47) (68) Property, plant and equipment (19) (10) Intangible assets (138) (153) Other (3) (4) Total (207) (235) Net deferred tax liability $ (183) $ (207) We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. If we were to determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. In the United States, we had approximately $ 25 million of state net operating loss carryforwards as of December 31, 2016 , which will expire in future years through 2033 and foreign tax credit carryforwards of $4 million expiring in 2022. In certain non-U.S. jurisdictions, we had $121 million of net operating loss carryforwards, of which $108 million have no expiration and $13 million will expire in future years through 2026 . We believe that it is more likely than not that the benefit from non-U.S. jurisdiction NOL carryforwards will not be realized. As such, we have recorded full valuation allowance on the deferred tax assets related to these non-U.S. jurisdiction NOL carryforwards. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as we have no current intention to repatriate these earnings. As such, deferred income taxes are not provided for on approximately $201 million and $209 million of undistributed earnings of foreign subsidiaries as of December 31, 2016 and 2015 , respectively. These additional foreign earnings could become subject to additional tax if remitted, or deemed remitted, as a dividend. Computation of the potential deferred tax liability associated with these undistributed earnings and any other basis difference is not practicable. Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. We are no longer subject to U.S. federal income tax examination for all years through 2012 and the statute of limitations at our international locations is generally six or seven years. At December 31, 2016 and 2015 , our unrecognized tax benefits were immaterial to our consolidated financial statements. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Redeemable Preferred Stock [Abstract] | |
Redeemable Preferred Stock | NOTE 10 — REDEEMABLE PREFERRED STOCK Preferred Stoc k Issuance In June 2015, we issued 363,000 shares of Series A Convertible Perpetual Preferred Stock (the “Preferred Stock”) and received gross proceeds of $363 million. The Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Preferred Stock has a stated value of $1,000 per share, and holders of Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6.50% per annum. In the event we fail to declare and pay the quarterly dividend for an amount equal to six or more dividend periods, the holders of the Preferred Stock would be entitled to designate two members to our Board of Directors. They are also permitted to designate one member to our Board of Directors after a period of three years. Holders of Preferred Stock are entitled to vote together with the holders of the common stock as a single class, in each case, on an as-converted basis, except where a separate class vote of the common stockholders is required by law. Holders of Preferred Stock have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company. The Preferred Stock is convertible at the option of the holders into shares of common stock at an initial conversion rate of 55.9284 shares of common stock for each share of Preferred Stock, which represents an initial conversion price of approximately $17.88 per share of common stock, subject to adjustment. On or after the fifth anniversary of the initial issuance of the Preferred Stock, the Company will have the option to redeem, in whole but not in part, all the outstanding shares of Preferred Stock, subject to certain redemption price adjustments on the basis of the date of the conversion. We may elect to convert the Preferred Stock, in whole but not in part, into the relevant number of shares of common stock on or after the 54th month after the initial issuance of the Preferred Stock if the last reported sale price of the common stock has been at least 150% of the conversion price then in effect for a specified period. The conversion rate is subject to customary anti-dilution and other adjustments. Holders of the Preferred Stock may, at their option, require the Company to repurchase their shares in the event of a fundamental change, as defined in the shareholder agreement and related documents. The repurchase price is based on the original $1,000 per share purchase price except in the case of a liquidation in which case they would receive the greater of $1,000 per share and the amount that would be received if they held common stock converted at the conversion rate in effect at the time of the fundamental change. Because this feature could require redemption as a result of the occurrence of an event not solely within the control of the Company, the Preferred Stock is classified as temporary equity on our balance sheet. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 11 —STOCKHOLDERS’ EQUITY Preferred Stock We have authorized 100,000,000 shares of preferred stock. Our Board of Directors has the authority to issue shares of the preferred stock. As of December 31, 2016 and 2015 , the 363,000 shares of preferred stock described in Note 10 were issued and outstanding . Share Repurchase Program In November 2015, the Company’s board of directors authorized a share repurchase program for common stock up to $100 million, which was increased to $125 million in November 2016. The program is scheduled to expire December 31, 2017 . The shares may be repurchased at management’s discretion in the open market. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. Summary of share repurchase activity under the repurchase program: 2016 2015 Number of shares acquired on the open market 6,861,191 816,389 Average price per share $ 13.96 $ 14.12 Total cost of acquired shares (in millions) $ 95 $ 12 Accumulated Other Comprehensive Loss Accum ulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in millions ): December 31, 2016 2015 Currency translation adjustments $ (233) $ (231) Pension related adjustments (1) (1) Accumulated other comprehensive loss $ (234) $ (232) Earnings per Share Earnings per share are calculated in the table below (in millions, except per share amounts): Year Ended December 31, 2016 2015 2014 Net (loss) income attributable to common stockholders $ (107) $ (344) $ 144 Average basic shares outstanding 97.3 102.1 102.0 Effect of dilutive securities - - 0.8 Average diluted shares outstanding 97.3 102.1 102.8 Net income per share: Basic $ (1.10) $ (3.38) $ 1.41 Diluted $ (1.10) $ (3.38) $ 1.40 Equity awards and shares of Preferred S tock are disregarded in this calculation if they are determined to be anti-dilutive. For the years ended December 31, 2016, 2015 and 2014 , our anti-dilutive stock options approximated 3.6 million, 3.8 million and 1.0 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | NOTE 12 —EMPLOYEE BENEFIT PLANS Equity Compensation Plans : Our 2007 Stock Option Plan (prior to its replacement) permitted the grant of stock options to our employees, directors and consultants for up to 3,750,000 shares of common stock. The options were not to be granted with an exercise price less than the fair market value of the Company’s common stock on the date of the grant, nor for a term exceeding ten years. Vesting generally occurred over a five year period on the anniversaries of the date specified in the employees’ respective option agreements, subject to accelerated vesting under certain circumstances set forth in the option agreements. During 2016 , 87,286 stock options were exercised , and no stock options were granted under this plan. Under the terms of our 2007 Restricted Stock Plan, up to 500,000 shares of restricted stock could have been granted (prior to its replacement) at the direction of the Board of Directors and vesting generally occurred in one-fourth increments on the second, third, fourth and fifth anniversaries of the date specified in the employees’ respective restricted stock agreements, subject to accelerated vesting under certain circumstances set forth in the restricted stock agreements. Fair value was based on the fair market value of our stock on the date of issuance. We expense the fair value of the restricted stock grants on a straight-line basis over the vesting period. In April 2012, we replaced the 2007 Stock Option Plan and the 2007 Restricted Stock Plan with the 2011 Omnibus Incentive Plan. No additional shares or other equity interests will be awarded under the prior plans. The 2011 Omnibus Incentive Plan originally had 3,250,000 shares reserved for issuance pursuant to the plan. In April 2015, our shareholders approved an additional 4,250,000 shares for reservation for issuance under the plan. The plan permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based and cash-based awards. Since the adoption of the 2011 Omnibus Incentive Plan, the Company’s Board of Directors has periodically granted stock options , restricted stock awards, restricted stock units and performance share units to directors and employees, but no other types of awards have been granted under the plan. Options and stock appreciation rights may not be granted at prices less than their fair market value on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs over a three to five year period on the anniversaries of the date specified in the employees’ respective agreements, subject to accelerated vesting under certain circumstances set forth in the option agreements. Vesting for directo rs generally occurs o n the one - year anniversary of the grant date. In 2016 , 103,701 shares of restricted stock , 344,922 performance share units and 1,152,614 restricted units were granted to executive management, members of our Board of Directors and employees under this plan. There were no stock options granted to management during 2016. To date, 5,088,309 shares have been granted under this plan. A Black-Scholes option pricing model is used to estimate the fair value of the stock options. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight line basis over the vesting period. Stock Options The following tables summarize award activity for stock options: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (years) (millions) Stock Options Balance at December 31, 2015 4,005,143 $ 21.45 5.3 $ 1 Exercised (87,286) 9.78 Forfeited (6,294) 25.10 Expired (127,059) 21.39 Balance at December 31, 2016 3,784,504 $ 21.71 4.5 $ 4 At December 31, 2016 Options outstanding, vested and exercisable 2,729,945 $ 21.24 4.0 $ 4 Options outstanding, vested and expected to vest 3,771,652 $ 21.71 4.5 $ 4 December 31, 2016 2015 2014 Stock Options Weighted-average, grant-date fair value of awards granted $ - $ - $ 11.86 Total intrinsic value of stock options exercised 457,834 72,495 1,518,066 Total fair value of stock options vested 3,351,797 3,494,879 2,759,196 Following are the weighted-average assumptions used to estimate the fair values of our stock options granted during the period : Year Ended December 31, 2016 (1) 2015 (1) 2014 Risk-free interest rate - - 1.74% Dividend yield (2) - - 0.00% Expected volatility - - 39.83% Expected life (in years) - - 6.0 (1) No stock options were granted during this period. (2) The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends. Restricted Stock The following tables summarizes award activity for restricted stock: Weighted Average Grant-Date Shares Fair Value Restricted Stock Nonvested at December 31, 2015 795,493 $ 16.38 Granted 103,701 13.24 Vested (326,260) 16.08 Forfeited (19,446) 15.34 Nonvested at December 31, 2016 553,488 $ 16.01 December 31, 2016 2015 2014 Restricted Stock Weighted-average, grant-date fair value of awards granted $ 16.01 $ 16.38 $ 29.13 Total fair value of restricted stock vested 3,692,961 1,279,628 939,349 Restricted Stock Unit Awards The following table summarizes award activity for restricted unit awards: Weighted Average Grant-Date Shares Fair Value Restricted Stock Units Nonvested at December 31, 2015 79,607 $ 13.44 Granted 1,152,614 9.56 Vested (27,704) 13.35 Forfeited (40,685) 9.70 Nonvested at December 31, 2016 1,163,832 $ 9.73 December 31, 2016 2015 2014 Restricted Stock Units Weighted-average, grant-date fair value of awards granted $ 9.73 $ 13.44 $ - Total fair value of restricted stock units vested 298,773 8,258 - Performance Share Unit Awards Performance share units were granted to certain executive officers during 2016 and 2015 based on total shareholder performance as well as a return on net capital employed calculation (“RANCE”). The performance unit awards will be earned only to the extent that MRC Global attains specified performance goals over a three-year period relating to MRC Global’s total shareholder return compared to companies within the Oil Service Index and specified RANCE goals set forth on the date in which the award was granted. The number of shares awarded at the end of the three -year period could vary from zero , if performance goals are not met, to as much as 200% of target, if performance goals are exceeded. The following tables summarizes award activity for performance unit awards: Weighted Average Grant-Date Shares Fair Value Performance Share Unit Awards Nonvested at December 31, 2015 195,082 $ 11.98 Granted 344,922 10.02 Vested - - Forfeited - - Nonvested at December 31, 2016 540,004 $ 10.73 December 31, 2016 2015 2014 Performance Share Unit Awards Weighted-average, grant-date fair value of awards granted $ 10.73 $ 11.98 $ - Total fair value of performance share units vested - - - Recognized compensation expense and related income tax benefits under our equity-based compensation plans are set forth in the table below (in millions ): Year Ended December 31, 2016 2015 2014 Equity-based compensation expense: Stock options $ 3 $ 3 $ 6 Restricted stock awards 4 6 3 Restricted stock units 4 - - Performance share units 1 1 - Total equity-based compensation expense $ 12 $ 10 $ 9 Income tax benefits related to equity-based compensation $ 5 $ 4 $ 3 Unrecognized compensation expense under our equity-based compensation plans is set forth in the table below (in millions ): Weighted- Average Vesting December 31, Period (in years) 2016 Unrecognized equity-based compensation expense: Stock options 0.3 $ 2 Restricted stock awards 1.1 3 Restricted stock units 2.2 7 Performance share units 2.0 2 Total unrecognized equity-based compensation expense $ 14 Defined Contribution Employee Benefit Plans : We maintain defined contribution employee benefit plans in a number of countries in which we operate including the U.S., Canada, the United Kingdom, Australia, France, Belgium, Norway, the Netherlands, and New Zealand. These plans generally allow employees the option to defer a percentage of their compensation in accordance with local tax laws. In addition, we make contributions under these plans ranging from 1% to 10% of eligible compensation. E xpense under defined contribution plans were $9 million, $11 million and $13 million f or the years ended December 31, 2016, 2015 and 2014 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 —RELATED PARTY TRANSACTIONS Leases We lease land and buildings at various locations from Hansford Associates Limited Partnership (“Hansford Associates ”) and Prideco LLC (“Prideco”) . Certain of our directors participate in ownership of Hansford Associates and Prideco. Most of these leases are renewable for various periods through 2021 and are renewable at our option. The renewal options are subject to escalation clauses. These leases contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Rent expense attributable to related parti es was $2 million for the years ended December 31, 2016, 2015 and 2014 , respectively. Future minimum rental payments required under operating leases with related parties that have initial or remaining non-cancelable lease terms in excess of one year are $ 2 million for the years 2017 and 2018 , $1 million for 2019 and $0 million thereafter. Customers Certain members of our Board of D irectors are also on the board of directors of certain of our customers with which we do business in the ordinary course. We re cognized revenue of $7 million, $26 million and $46 million from these customers for the years ended December 31, 2016, 2015 and 2014 , respectively. There was $1 million of accounts receivable with these customers outstanding as of December 31, 2016 and 2015 . |
Segment, Geographic and Product
Segment, Geographic and Product Line Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment, Geographic and Product Line Information [Abstract] | |
Segment , Geographic and Product Line Information | NOTE 14 —SEGMENT, GEOGRAPHIC AND PRODUCT LINE INFORMATION Our business is comprised of four operating segments: U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International. Our International segment consists of our operations outside of the U.S. and Canada. These segments represent our business of selling PVF to the energy sector across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical and chemical processing and general industrials) markets. Our two U.S. operating segments have been aggregated into a single reportable segment based on their economic similarities. As a result, we report segment information for the U.S., Canada and International. Prior to organizational changes that occurred in April 2016, our U.S. business consisted of a single operating segment. As a result of the separation of U.S. segment into two distinct operating segments based on our new management structure, we completed an interim goodwill impairment test, as of April 1, 2016, and concluded that no indication of impairment existed as the fair values of each U.S. reporting unit significantly exceeded its carrying value. The following table presents financial information for each segment (in millions): Year Ended December 31, 2016 2015 2014 Sales U.S. $ 2,297 $ 3,572 $ 4,427 Canada 243 333 633 International 501 624 873 Consolidated sales $ 3,041 $ 4,529 $ 5,933 Depreciation and amortization U.S. $ 13 $ 12 $ 13 Canada 1 2 2 International 8 7 7 Total depreciation and amortization expense $ 22 $ 21 $ 22 Amortization of intangibles U.S. $ 41 $ 41 $ 42 Canada 2 2 3 International 4 17 23 Total amortization of intangibles expense $ 47 $ 60 $ 68 Operating (loss) income U.S. (1) $ 6 $ (47) $ 266 Canada (5) 9 28 International (1) (57) (244) 8 Total operating (loss) income (56) (282) 302 Interest expense 35 48 62 Other expense - 12 14 (Loss) income before income taxes $ (91) $ (342) $ 226 (1) Includes goodwill and other intangibles impairment of $237 million and $225 million in 2015 for the U.S. and International segments , respectively. December 31, 2016 2015 Total assets United States $ 1,862 $ 2,135 Canada 139 142 International 163 220 Total assets $ 2,164 $ 2,497 The percentages of our fixed assets relating to the following geographic areas are as follows: December 31, 2016 2015 Fixed assets United States 68% 63% Canada 15% 16% International 17% 21% Total fixed assets 100% 100% Our net sales and percentage of total sales by product line are as follows (in millions ): Year Ended December 31, Type 2016 2015 2014 Valves, automation, measurement and instrumentation $ 1,161 38% $ 1,507 33% $ 1,911 32% Carbon steel fittings and flanges 460 15% 665 15% 815 14% Line pipe (1) 444 15% 864 19% 1,139 19% Gas products 443 14% 475 10% 534 9% Stainless steel alloy pipe and fittings 206 7% 267 6% 417 7% Oil country tubular goods ("OCTG") - 0% 311 7% 556 10% Other 327 11% 440 10% 561 9% $ 3,041 $ 4,529 $ 5,933 (1) As a result of the disposition of our U.S. OCTG prod uct line, as described in Note 2 , pre-disposition OCTG sales of $18 million have been included within line pipe sales for the year ended December 31 , 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 15 —FAIR VALUE MEASUREMENTS We used the following methods and significant assumptions to estimate fair value for assets and liabilities recorded at fair value. Foreign Exchange Forward and Option Contracts : Foreign exchange forward contracts are reported at fair value utilizing Level 2 inputs, as the fair value is based on broker quotes for the same or similar derivative instruments. The fair value of foreign exchange forward contracts recorded in our balance sheets was $0 million at December 31, 2016 and 2015. Goodwill and Other Intangible Assets: Goodwill and other intangible assets are subject to annual impairment testing, which requires a significant degree of management judgment. If the testing results in impairment, we would measure goodwill and other intangible assets using level 3 non-recurring inputs. As of December 31, 2015, we recorded impairment charges to both goodwill and other intangible assets; therefore, these assets were classified as level 3 non-recurring fair value measurements. With the exception of long-term debt, the fair values of our financial instruments, including cash and cash equivalents, accounts receivable, trade accounts payable and accrued liabilities approximate carrying value. The carrying value of our debt was $414 m illion and $519 m illion at December 31, 2016 and 2015 , respectively. The fair value of our debt was $417 m illion and $510 m illion at December 31, 2016 and 2015 , respectively. The carrying values of our Global ABL Facility approximate s its fair value . We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices as of December 31, 2016 and 2015 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | NOTE 16—COMMITMENTS AND CONTINGENCIES Leases We regularly enter into operating and capital lease arrangements for certain of our facilities and equipment. Our leases are renewable at our option for various periods through 2031. Certain renewal options are subject to escalation clauses and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Leases with escalation clauses based on an index, such as the consumer price index, are expensed based on current rates. Leases with specified escalation steps are expensed and projected based on the total lease obligation ratably over the life of the lease . We amortize leasehold improvements over the remaining life of the lease. Rental expense under our operating lease arrangements was $48 million, $51 million and $53 million for the years ended December 31, 2016, 2015 and 2014 , respectively. Future minimum lease payments under noncancelable operating lease arrangements having initial terms of one year or more are as follows (in m i llions): Operating Leases 2017 $ 40 2018 31 2019 24 2020 19 2021 17 Thereafter 54 $ 185 Legal Proceedings Asbestos Claims. We are one of many defendants in lawsuits that plaintiffs have brought seeking damages for personal injuries that exposure to asbestos allegedly caused. Plaintiffs and their family members have brought these lawsuits against a large volume of defendant entities as a result of the various defendants’ manufacture, distribution, supply or other involvement with asbestos, asbestos-containing products or equipment or activities that allegedly caused plaintiffs to be exposed to asbestos. These plaintiffs typically assert exposure to asbestos as a consequence of third-party manufactured products that the Company’s subsidiary, MRC Global (US) Inc., purportedly distributed. As of December 31, 2016, we are a named defendant in approximately 510 lawsuits involving approximately 1,130 claims. No asbestos lawsuit has resulted in a judgment against us to date, with the majority being settled, dismissed or otherwise resolved. Applicable third-party insurance has substantially covered these claims, and insurance should continue to cover a substantial majority of existing and anticipated future claims. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers for our estimated recovery, to the extent we believe that the amounts of recovery are probable. We annually conduct analyses of our asbestos-related litigation to estimate the adequacy of the reserve for pending and probable asbestos-related claims. Given these estimated reserves and existing insurance coverage that has been available to cover substantial portions of these claims, we believe that our current accruals and associated estimates relating to pending and probable asbestos-related litigation likely to be asserted over the next 15 years are currently adequate. This belief, however, relies on a number of assumptions, including: · That our future settlement payments, disease mix and dismissal rates will be materially consistent with historic experience; · That future incidences of asbestos-related diseases in the U.S. will be materially consistent with current public health estimates; · That the rates at which future asbestos-related mesothelioma incidences result in compensable claims filings against us will be materially consistent with its historic experience; · That insurance recoveries for settlement payments and defense costs will be materially consistent with historic experience; · That legal standards (and the interpretation of these standards) applicable to asbestos litigation will not change in material respects; · That there are no materially negative developments in the claims pending against us; and · That key co-defendants in current and future claims remain solvent. If any of these assumptions prove to be materially different in light of future developments, liabilities related to asbestos-related litigation may be materially different than amounts accrued or estimated. Further, while we anticipate that additional claims will be filed in the future, we are unable to predict with any certainty the number, timing and magnitude of such future claims. In our opinion, there are no pending legal proceedings that are likely to have a material adverse effect on our consolidated financial statements. Other Legal Claims and 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 are likely to have a material adverse effect on our consolidated financial statements . Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products 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 our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings would have a material adverse effect on our consolidated financial statements is remote. Weatherford Claim. In addition to PVF, our Canadian subsidiary, Midfield Supply (“Midfield”), now known as MRC Canada, also distributed progressive cavity pumps and related equipment (“PCPs”) under a distribution agreement with Weatherford Canada Partnership (“Weatherford”) within a certain geographical area located in southern Alberta, Canada. Commencing in late 2005 and into early 2006, Midfield hired new employees, including individuals who left Weatherford, as part of Midfield’s desire to expand its PVF business into northern Alberta. Shortly thereafter, many of these employees left Midfield and formed a PCP manufacturing, distribution and service company named Europump Systems Inc. (“Europump”) in 2006. The distribution agreement with Weatherford expired in 2006. Midfield supplied Europump with PVF products that Europump distributed along with sales of PCP pumps. In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs. In 2014, the Company divested its PCP business to Europump, which Halliburton Corporation subsequently purchased. Pursuant to a complaint that Weatherford filed on April 11, 2006 in the Court of Queen’s Bench of Alberta, Judicial Bench of Edmonton (Action No. 060304628), Weatherford sued Europump, three of Europump’s part suppliers, Midfield, certain current and former employees of Midfield, as well as other entities related to these parties, asserting a host of claims including breach of contract, breach of fiduciary duty, misappropriation of confidential information related to the PCPs, unlawful interference with economic relations and conspiracy. The Company denies these allegations and contends that Midfield’s expansion and subsequent growth was the result of fair competition. From 2006 through 2012, the case focused largely on Weatherford’s questioning of defense witnesses. In 2013, the defendants began substantive questioning of Weatherford and its witnesses. Discovery is ongoing and expected through early 2017 . In April 2016, the court dismissed two suppliers from the case. Weatherford has appealed this dismissal. The case is scheduled for trial in March 2018. While the Company believes Weatherford’s claims are without merit and we intend to defend against them vigorously, in November 2015, the Company filed with the Court a formal offer of settlement for $2 million plus one half of the Weatherford party’s costs and interest under the Judgment Interest Act . Weatherford declined to accept the offer. As of December 31, 2016 and 2015, the Company had recorded a reserve of $3 millio n associated with this claim. Customer Contracts We have contracts and agreements with many of our customers that dictate certain terms of our sales arrangements (pricing, deliverables, etc.). While we make every effort to abide by the terms of these contracts, certain provisions are complex and often subject to varying interpretations. Under the terms of these contracts, our customers have the right to audit our adherence to the contract terms. Historically, any settlements that have resulted from these customer audits have been immaterial to our consolidated financial statements. Letters of Credit Our letters of credit outstanding at December 31, 2016 approximated $52 million. Bank Guarantees Certain of our international subsidiaries have trade guarantees that banks have issued on their behalf. The amount of these guarantees at December 31, 2016 was approximately $9 million. Purchase Commitments We have purchase obligations consisting primarily of inventory purchases made in the normal course of business to meet operating needs. While our vendors often allow us to cancel these purchase orders without penalty, in certain cases, cancellations may subject us to cancellation fees or penalties depending on the terms of the contract. Warranty Claims We are involved from time to time in various warranty claims, which arise in the ordinary course of business. Historically, any settlements that have resulted from these warranty claims have been immaterial to our consolidated financial statements. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Restructuring | NOTE 17 — RESTRUCTURING In August 2016, we announced a plan to restructure and downsize our Australian operations in response to the continued downturn in the oil and gas and mining industries in the region. As a result of this plan, we incurred $17 million of charges, including $10 million of inventory-related charges , $4 million of lease termination and property costs, $ 2 million of employee severance, and $1 million of other relocation costs. These charges included $7 million of cash costs. In the statement of operations, inventory-related charges are reflected in cost of sales while all other costs are reflected in selling, general and administrative expe nses. The restructuring plan was substantially completed in the fourth quarter of 2016. |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Information (Unaudited) [Abstract] | |
Quarterly Information (Unaudited) | NOTE 18 —QUARTERLY INFORMATION (UNAUDITED) Our quarterly financial information is presented in the table below (in millions, except per share amounts): First Second Third Fourth Year 2016 Revenue $ 783 $ 746 $ 793 $ 719 $ 3,041 Gross profit 133 125 88 122 468 Net loss attributable to common stockholders (14) (23) (46) (24) (107) Earnings per share: Basic (1) $ (0.14) $ (0.24) $ (0.48) $ (0.25) $ (1.10) Diluted (1) $ (0.14) $ (0.24) $ (0.48) $ (0.25) $ (1.10) 2015 Revenue (1) $ 1,292 $ 1,198 $ 1,071 $ 967 $ 4,529 Gross profit 220 206 185 175 786 Net (loss) income attributable to common stockholders (1) 29 15 10 (399) (344) Earnings per share: Basic (1) $ 0.28 $ 0.15 $ 0.10 $ (3.92) $ (3.38) Diluted (1) $ 0.28 $ 0.15 $ 0.10 $ (3.92) $ (3.38) _______________ (1) Revenue, net (loss) income attributable to common stockholders and earnings per share do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. |
Significant Accounting Polici27
Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Business Operations | Business Operations : MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings and related products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and down stream (crude oil refining and petrochemical processing) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian. Our products are obtained from a broad range of suppliers. |
Basis of Presentation | Basis of Presentation : The accompanying consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates : The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates. |
Cash Equivalents | Cash Equivalents : We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts : We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of operations . |
Inventories | Inventories : Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a bette r matching of costs and revenue . This practice excludes certain inventories, which are held outside of the United States, approximating $ 164 million and $ 242 million at December 31, 2016 and 2015 , respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods. Reserves for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales activity over time . The reserve , which totaled $ 34 million and $30 million at December 31, 2016 and 2015 , is the amount deemed necessary to reduce the cost of the inventory to its estimated realizable value. |
Debt Issuance Costs | Debt Issuance Costs : We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. In the first quarter of 2016, we adopted ASU No. 2015-03 Interest-Imputation of Interest (Subtopic 855-30): Simplifying the Presentation of Debt Issuance Costs . This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with debt discounts. As a result of the adoption, we have reclassified debt issuance costs associated with our Term Loan of $5 million as of December 31, 2015, from other assets to long term debt in our balance sheet. Accordingly, long term debt originally reported as $524 million at December 31, 2015 has been revised to $519 million. Debt issuance costs associated with our Global ABL Facility will continue to be presented in other assets. |
Fixed Assets | Fixed Assets : Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred. Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related asset. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets : Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at f our reporting units (U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International). Within each reporting unit, we have elected to aggregate the component countries and regions into a single reporting unit based on their similar economic characteristics, products, customers, suppliers, methods of distribution and the manner in which we operate each reporting unit. We perform our annual tests for indications of goodwill impairment as of October 1 st of each year, updating on an interim basis should indications of impairment exist. The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. If the carrying value is more than the estimated fair value, a second step is performed, whereby we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, acquisition control premium and valuation comparisons to similar businesses. Each of these methods involves Level 3 unobservable market inputs and require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite-lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. Each of these methods involves Level 3 unobservable market inputs and requires us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two to twenty years. The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test. |
Derivatives and Hedging | Derivatives and Hedging : From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change. |
Fair Value | Fair Value : We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value: Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 2 : Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk). Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Our impairment methodology for goodwill and other intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities. |
Insurance | Insurance : We are self-insured for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a deductible/retention program as it relates to insurance for property, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) , cybersecurity claims and employee healthcare. These programs have deductibles and self-insured retentions ranging from $0 million to $5 million and are secured by various letters of credit totaling $ 6 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain commercially reasonable umbrella/excess policy coverage in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our acc rued liabilities related to deductibles/retentions under insurance programs (other than employee healthcare) were $1 1 million and $ 10 million as of December 31, 2016 and 2015 , respectively. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $3 million as of December 31, 2016 and 2015 . |
Income Taxes | Income Taxes : We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of the deferred tax assets considered realizable , however , could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth. Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements. We intend to indefinitely reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions : The functional currency of our foreign operations is the applicable local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of operations . |
Equity-Based Compensation | Equity-Based Compensation : Our equity-based compensation consisted and consists of restricted stock , restricted unit awards, performance share unit awards and nonqualified stock options of our Company. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight line basis over the vesting period. |
Revenue Recognition | Revenue Recognition : Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenue. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title is transferred. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of operations . |
Cost of Sales | Cost of Sales : Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances and reserves , and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales. Purchasing and warehousing costs approximated $ 30 million, $ 37 million, and $ 46 million for the years ended December 31, 2016, 2015 and 2014 . |
Earnings Per Share | Earnings per Share : Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options, unvested restricted stock awards, unvested restricted stock units and unvested performance share unit awards . Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method. Equity awards and shares of preferred stock are disregarded in the calculations of diluted earnings per share if they are determined to be anti-dilutive. |
Concentration of Credit Risk | Concentration of Credit Risk : Most of our business activity is with customers in the energy sector. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many r egions of the world. During 2016, 2015 and 201 4 , we did not have sales to any one customer in excess of 10% of sales. At those respective year-ends, no individual customer balances exceeded 10% of accounts receivable. We have a broad supplier base, sourcing our products in most regions of the world. During 2016, 2015 and 201 4 , we did not have purchases from any one vendor in excess of 10% of our inventory purchases. At those respective year-ends no individual vendor balance exceeded 10% of accounts payable. We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote. |
Segment Reporting | Segment Reporting : Our business is comprised of four operating segments: U.S. Eastern Region and Gulf Coast, U.S. Western Region, Canada and International. Our International segment consists of our operations outside of the U.S. and Canada. These segments represent our business of selling PVF to the energy sector across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining , petrochemical and chemical processing and general industrials ) markets. Our two U.S. operating segments have been aggregated into a single reportable segment based on their economic similarities. As a result, we report segment information for the U.S., Canada and International. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards : In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides comprehensive guidance on the recognition of revenue from customers arising from the transfer of goods and services. The ASU also provides guidance on accounting for certain contract costs and requires new disclosures. The FASB voted to defer the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Accordingly, we plan to adopt the standard in the first quarter of 2018. We are currently evaluating the effect of the adoption of ASU 2014-09 on our consolidated financial statements. For the year ended December 31, 2016, our 25 largest customers represented approximately 52% of our revenue. We expect this group of customers will constitute a similar portion of our revenue in future periods. We are in the process of completing a formal review of our contracts with these and other customers to evaluate the impact of the new guidance and anticipate completing that review during the first half of 2017. The balance of our revenue is derived from thousands of customers with which we generally interact in a transactional relationship where goods are purchased from our branch locations. For this portion of our business, we do not expect the guidance to have a material impact on the timing of our revenue recognition. We have determined that we will utilize the modified retrospective transition method. We are still assessing the impact of the standard on our internal control processes and information systems. However, we do not currently believe that significant modifications of our systems will be required. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 provides guidance on simplifying the measurement of inventory. The current standard is to measure inventory at lower of cost or market; where market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. ASU 2015-11 updates this guidance to measure inventory at the lower of cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. We expect to adopt this guidance in 2017. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases, which will replace the existing guidance in ASC 870, Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2018. We are in the process of evaluating the effect of the adoption of ASU 2016-02 on our consolidated financial results. In Ma rch 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation , which simplifies the accounting for the taxes related to stock based compensation. Under the standard, excess tax benefits and certain tax deficiencies will no longer be recorded in additional paid-in capital (“APIC”), and APIC pools will be eliminated. Instead, all excess tax benefits and tax deficiencies will be recorded as income tax expense or benefit in the income statement. In addition, excess tax benefits are required to be presented as operating activities rather than financing activities in the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This standard is effective for fiscal years beginning after December 15, 2017. This amendment is not expected to have a material impact on the Company's financial position, results of operations or cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740). The guidance requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The changes are required to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact adoption of this guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The amendments in ASU 2017-04 eliminate the current two-step approach used to test goodwill for impairment and require an entity to apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years, including interim periods within, beginning after December 15, 2019 (upon the first goodwill impairment test performed during that fiscal year). Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. A reporting entity must apply the amendments in ASU 2017-04 using a prospective approach. The Company does not expect the adoption of ASU 2017-04 to have a material impact to its consolidated financial position , results of operations or cash flow . |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable [Abstract] | |
Summary of Allowance for Doubtful Accounts | December 31, 2016 2015 2014 Beginning balance $ 3 $ 4 $ 3 Net charge-offs (4) (3) (1) Provision 4 2 2 Ending balance $ 3 $ 3 $ 4 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Composition of Inventory | December 31, 2016 2015 Finished goods inventory at average cost: Energy carbon steel tubular products $ 124 $ 253 Valves, valve actuation and instrumentation 225 273 All other products 313 374 662 900 Less: Excess of average cost over LIFO cost (LIFO reserve) (67) (89) Less: Other inventory reserves (34) (30) $ 561 $ 781 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | December 31, Depreciable Life 2016 2015 Land and improvements - $ 15 $ 15 Building and building improvements 40 years 63 63 Machinery and equipment 3 to 10 years 140 148 Enterprise resource planning software 10 years 32 - Software in progress - 14 24 264 250 Allowances for depreciation and amortization (129) (123) $ 135 $ 127 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Changes in Carrying Amount of Goodwill by Segment | US Canada International Total Goodwill at December 31, 2013 (1) $ 552 $ - $ 80 $ 632 Acquisition of Stream - - 155 155 Adjustment of Flangefitt purchase price - - 2 2 Buyout of joint venture - - 2 2 Acquisition of MSD - - 25 25 Acquisition of Hypteck - - 36 36 Effect of foreign currency translation - - (46) (46) Goodwill at December 31, 2014 $ 552 $ - $ 254 $ 806 Goodwill impairment (109) - (183) (292) Other (2) - - (2) Effect of foreign currency translation - - (28) (28) Goodwill at December 31, 2015 $ 441 $ - $ 43 $ 484 Effect of foreign currency translation - - (2) (2) Goodwill at December 31, 2016 $ 441 $ - $ 41 $ 482 (1) Net of prior years’ accumulated impairment losse s of $241 million and $69 mil lion U.S. and Canadian segments, respectively. |
Schedule of Other Intangible Assets by Major Classification | Weighted- Average Amortization Accumulated Net Book Period (in years) Gross Amortization Value December 31, 2016 Customer base (1) 16.4 $ 669 $ (390) $ 279 Amortizable trade names N/A 12 (12) - Indefinite lived trade names (2) N/A 132 - 132 $ 813 $ (402) $ 411 December 31, 2015 Customer base (1) 16.2 $ 724 $ (400) 324 Amortizable trade names 6.8 15 (12) 3 Indefinite lived trade names (2) N/A 132 - 132 Noncompete agreements 3.0 1 (1) - $ 872 $ (413) $ 459 (1) Net of accumulated impairment losses of $42 million as of December 31, 2016 and 2015 . (2) Net of accumulated impairment losses of $204 million as of December 31, 2016 and 2015 . |
Schedule of Amortization of Intangible Assets | 2017 $ 46 2018 46 2019 43 2020 27 2021 25 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt [Abstract] | |
Components of Long-Term Debt | December 31, 2016 2015 Senior Secured Term Loan B, net of discount and issuance costs of $4 and $7 , respectively $ 414 $ 519 Global ABL Facility - - 414 519 Less: current portion 8 8 $ 406 $ 511 |
Interest on Borrowings | December 31, 2016 2015 Senior Secured Term Loan B 5.51% 4.98% Global ABL Facility - - |
Schedule of Maturities of Long-Term Debt | 2017 $ 8 2018 8 2019 398 2020 - 2021 - |
Derivative Financial Instrume33
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Financial Instruments [Abstract] | |
Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments | Year Ended December 31, Derivatives not designated as hedging instruments: 2016 2015 2014 Foreign exchange forward contracts $ 1 $ (1) $ (1) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Components of Income Before Income Taxes | Year Ended December 31, 2016 2015 2014 United States $ (7) $ (79) $ 223 Foreign (84) (263) 3 $ (91) $ (342) $ 226 |
Summary of Income Taxes Included in Consolidated Statements of Income | Year Ended December 31, 2016 2015 2014 Current: Federal $ 13 $ 64 $ 95 State 1 5 8 Foreign 1 7 13 15 76 116 Deferred: Federal (21) (70) (24) State (2) (6) (2) Foreign - (11) (8) (23) (87) (34) Income tax (benefit) expense $ (8) $ (11) $ 82 |
Reconcilation of Statutory Federal Income Tax Rate | Year Ended December 31, 2016 2015 2014 Federal tax (benefit) expense at statutory rates $ (32) $ (120) $ 79 State taxes 1 (1) 4 Nondeductible expenses 1 1 1 Foreign operations taxed at different rates 6 (5) (5) Goodwill and intangible asset impairment - 99 - Change in valuation allowance related to foreign losses 16 15 3 Income tax (benefit) expense $ (8) $ (11) $ 82 Effective tax rate 9% 3% 36% |
Components of Current Deferred Tax Assets and Liabilities | December 31, 2016 2015 Deferred tax assets: Allowance for doubtful accounts $ 1 $ 1 Accruals and reserves 27 28 Net operating loss and tax credit carryforwards 44 30 Other 2 3 Subtotal 74 62 Valuation allowance (50) (34) Total 24 28 Deferred tax liabilities: Inventory valuation (47) (68) Property, plant and equipment (19) (10) Intangible assets (138) (153) Other (3) (4) Total (207) (235) Net deferred tax liability $ (183) $ (207) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Summary of Share Repurchase Activity | Summary of share repurchase activity under the repurchase program: 2016 2015 Number of shares acquired on the open market 6,861,191 816,389 Average price per share $ 13.96 $ 14.12 Total cost of acquired shares (in millions) $ 95 $ 12 |
Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets | December 31, 2016 2015 Currency translation adjustments $ (233) $ (231) Pension related adjustments (1) (1) Accumulated other comprehensive loss $ (234) $ (232) |
Earnings Per Share | Year Ended December 31, 2016 2015 2014 Net (loss) income attributable to common stockholders $ (107) $ (344) $ 144 Average basic shares outstanding 97.3 102.1 102.0 Effect of dilutive securities - - 0.8 Average diluted shares outstanding 97.3 102.1 102.8 Net income per share: Basic $ (1.10) $ (3.38) $ 1.41 Diluted $ (1.10) $ (3.38) $ 1.40 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Schedule of Stock Options Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (years) (millions) Stock Options Balance at December 31, 2015 4,005,143 $ 21.45 5.3 $ 1 Exercised (87,286) 9.78 Forfeited (6,294) 25.10 Expired (127,059) 21.39 Balance at December 31, 2016 3,784,504 $ 21.71 4.5 $ 4 At December 31, 2016 Options outstanding, vested and exercisable 2,729,945 $ 21.24 4.0 $ 4 Options outstanding, vested and expected to vest 3,771,652 $ 21.71 4.5 $ 4 |
Schedule of Restricted Stock Option Activity | Weighted Average Grant-Date Shares Fair Value Restricted Stock Nonvested at December 31, 2015 795,493 $ 16.38 Granted 103,701 13.24 Vested (326,260) 16.08 Forfeited (19,446) 15.34 Nonvested at December 31, 2016 553,488 $ 16.01 |
Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans | Year Ended December 31, 2016 2015 2014 Equity-based compensation expense: Stock options $ 3 $ 3 $ 6 Restricted stock awards 4 6 3 Restricted stock units 4 - - Performance share units 1 1 - Total equity-based compensation expense $ 12 $ 10 $ 9 Income tax benefits related to equity-based compensation $ 5 $ 4 $ 3 |
Unrecognized Compensation Expense Under Equity-Based Compensation Plans | Weighted- Average Vesting December 31, Period (in years) 2016 Unrecognized equity-based compensation expense: Stock options 0.3 $ 2 Restricted stock awards 1.1 3 Restricted stock units 2.2 7 Performance share units 2.0 2 Total unrecognized equity-based compensation expense $ 14 |
Stock Options [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Summarized Award Activity Under Stock Option and Restricted Stock Plans | December 31, 2016 2015 2014 Stock Options Weighted-average, grant-date fair value of awards granted $ - $ - $ 11.86 Total intrinsic value of stock options exercised 457,834 72,495 1,518,066 Total fair value of stock options vested 3,351,797 3,494,879 2,759,196 |
Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options | Year Ended December 31, 2016 (1) 2015 (1) 2014 Risk-free interest rate - - 1.74% Dividend yield (2) - - 0.00% Expected volatility - - 39.83% Expected life (in years) - - 6.0 (1) No stock options were granted during this period. The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends. |
Restricted Stock [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Summarized Award Activity Under Stock Option and Restricted Stock Plans | December 31, 2016 2015 2014 Restricted Stock Weighted-average, grant-date fair value of awards granted $ 16.01 $ 16.38 $ 29.13 Total fair value of restricted stock vested 3,692,961 1,279,628 939,349 |
Restricted Units [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Summarized Award Activity Under Stock Option and Restricted Stock Plans | December 31, 2016 2015 2014 Restricted Stock Units Weighted-average, grant-date fair value of awards granted $ 9.73 $ 13.44 $ - Total fair value of restricted stock units vested 298,773 8,258 - |
Schedule of Restricted Stock Option Activity | Weighted Average Grant-Date Shares Fair Value Restricted Stock Units Nonvested at December 31, 2015 79,607 $ 13.44 Granted 1,152,614 9.56 Vested (27,704) 13.35 Forfeited (40,685) 9.70 Nonvested at December 31, 2016 1,163,832 $ 9.73 |
Performance Shares [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Summarized Award Activity Under Stock Option and Restricted Stock Plans | December 31, 2016 2015 2014 Performance Share Unit Awards Weighted-average, grant-date fair value of awards granted $ 10.73 $ 11.98 $ - Total fair value of performance share units vested - - - |
Schedule of Restricted Stock Option Activity | Weighted Average Grant-Date Shares Fair Value Performance Share Unit Awards Nonvested at December 31, 2015 195,082 $ 11.98 Granted 344,922 10.02 Vested - - Forfeited - - Nonvested at December 31, 2016 540,004 $ 10.73 |
Segment, Geographic and Produ37
Segment, Geographic and Product Line Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment, Geographic and Product Line Information [Abstract] | |
Schedule of Financial Information for Each Segment | Year Ended December 31, 2016 2015 2014 Sales U.S. $ 2,297 $ 3,572 $ 4,427 Canada 243 333 633 International 501 624 873 Consolidated sales $ 3,041 $ 4,529 $ 5,933 Depreciation and amortization U.S. $ 13 $ 12 $ 13 Canada 1 2 2 International 8 7 7 Total depreciation and amortization expense $ 22 $ 21 $ 22 Amortization of intangibles U.S. $ 41 $ 41 $ 42 Canada 2 2 3 International 4 17 23 Total amortization of intangibles expense $ 47 $ 60 $ 68 Operating (loss) income U.S. (1) $ 6 $ (47) $ 266 Canada (5) 9 28 International (1) (57) (244) 8 Total operating (loss) income (56) (282) 302 Interest expense 35 48 62 Other expense - 12 14 (Loss) income before income taxes $ (91) $ (342) $ 226 (1) Includes goodwill and other intangibles impairment of $237 million and $225 million in 2015 for the U.S. and International segments , respectively. December 31, 2016 2015 Total assets United States $ 1,862 $ 2,135 Canada 139 142 International 163 220 Total assets $ 2,164 $ 2,497 |
Schedule of Percentages of Fixed Assets by Geographical Areas | December 31, 2016 2015 Fixed assets United States 68% 63% Canada 15% 16% International 17% 21% Total fixed assets 100% 100% |
Schedule of Net Sales by Product Line | Year Ended December 31, Type 2016 2015 2014 Valves, automation, measurement and instrumentation $ 1,161 38% $ 1,507 33% $ 1,911 32% Carbon steel fittings and flanges 460 15% 665 15% 815 14% Line pipe (1) 444 15% 864 19% 1,139 19% Gas products 443 14% 475 10% 534 9% Stainless steel alloy pipe and fittings 206 7% 267 6% 417 7% Oil country tubular goods ("OCTG") - 0% 311 7% 556 10% Other 327 11% 440 10% 561 9% $ 3,041 $ 4,529 $ 5,933 (1) As a result of the disposition of our U.S. OCTG prod uct line, as described in Note 2 , pre-disposition OCTG sales of $18 million have been included within line pipe sales for the year ended December 31 , 2016. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payment under Noncancelable Operating and Capital Lease Arrangements | Operating Leases 2017 $ 40 2018 31 2019 24 2020 19 2021 17 Thereafter 54 $ 185 |
Quarterly Information (Unaudi39
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Information (Unaudited) [Abstract] | |
Schedule of Quarterly Financial Information | First Second Third Fourth Year 2016 Revenue $ 783 $ 746 $ 793 $ 719 $ 3,041 Gross profit 133 125 88 122 468 Net loss attributable to common stockholders (14) (23) (46) (24) (107) Earnings per share: Basic (1) $ (0.14) $ (0.24) $ (0.48) $ (0.25) $ (1.10) Diluted (1) $ (0.14) $ (0.24) $ (0.48) $ (0.25) $ (1.10) 2015 Revenue (1) $ 1,292 $ 1,198 $ 1,071 $ 967 $ 4,529 Gross profit 220 206 185 175 786 Net (loss) income attributable to common stockholders (1) 29 15 10 (399) (344) Earnings per share: Basic (1) $ 0.28 $ 0.15 $ 0.10 $ (3.92) $ (3.38) Diluted (1) $ 0.28 $ 0.15 $ 0.10 $ (3.92) $ (3.38) _______________ (1) Revenue, net (loss) income attributable to common stockholders and earnings per share do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis. |
Significant Accounting Polici40
Significant Accounting Policies (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)segmentcustomer | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2013USD ($) | Nov. 30, 2012USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Inventory not valued at LIFO | $ 164,000,000 | $ 242,000,000 | |||
Allowances for excess and obsolete inventories | 34,000,000 | 30,000,000 | |||
Long-term debt | 414,000,000 | 519,000,000 | |||
Letters of credit securing non-material deductible program | 6,000,000 | ||||
Accrued liabilities related to deductibles/retentions under insurance programs | 11,000,000 | 10,000,000 | |||
Self-insurance reserves | 3,000,000 | 3,000,000 | |||
Purchasing and warehousing costs not included in cost of sales | $ 30,000,000 | 37,000,000 | $ 46,000,000 | ||
Number of operating segments | segment | 4 | ||||
Senior secured term loan [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Long-term debt | $ 414,000,000 | 519,000,000 | $ 794,000,000 | $ 650,000,000 | |
Senior secured term loan [Member] | Accounting Standards Update 2015-03 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt issuance costs | 5,000,000 | ||||
Long-term debt | 519,000,000 | ||||
Senior secured term loan [Member] | Scenario, Previously Reported [Member] | Accounting Standards Update 2015-03 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Long-term debt | $ 524,000,000 | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Largest customers | customer | 25 | ||||
Concentration risk | 52.00% | ||||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Amortization based on straight-line method, years | 2 years | ||||
Deductible | $ 0 | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Amortization based on straight-line method, years | 20 years | ||||
Deductible | $ 5,000,000 |
Transactions (Details)
Transactions (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)item | |
Business Acquisition [Line Items] | ||
Number of acquisitions during the period | item | 3 | |
Purchase price | $ 344 | |
Disposal Group, Not Discontinued Operations [Member] | ||
Business Acquisition [Line Items] | ||
Disposition of product line | $ 48 | |
Loss on disposition of product line | 5 | |
OCTG U.S. inventories | $ 50 |
Accounts Receivable (Narrative)
Accounts Receivable (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable [Abstract] | ||
Other allowances for accounts receivable | $ 1 | $ 2 |
Accounts Receivable (Summary of
Accounts Receivable (Summary of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts | |||
Beginning balance | $ 3 | $ 4 | $ 3 |
Net Charge-offs | (4) | (3) | (1) |
Provision | 4 | 2 | 2 |
Ending balance | $ 3 | $ 3 | $ 4 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Public Utilities Inventory [Line Items] | ||||
Effect of LIFO decrement on cost of sales | $ 14,000,000 | $ 8,000,000 | $ 0 | |
Inventory-related charges | $ 45,000,000 | $ 45,000,000 | ||
International [Member] | ||||
Public Utilities Inventory [Line Items] | ||||
Inventory-related charges | 24,000,000 | |||
United States [Member] | ||||
Public Utilities Inventory [Line Items] | ||||
Inventory-related charges | 16,000,000 | |||
Canada [Member] | ||||
Public Utilities Inventory [Line Items] | ||||
Inventory-related charges | $ 5,000,000 |
Inventories (Composition of Inv
Inventories (Composition of Inventory) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $ 662 | $ 900 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | (67) | (89) |
Less: Other inventory reserves | (34) | (30) |
Inventories, net | 561 | 781 |
Energy carbon steel tubular products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | 124 | 253 |
Valves, fittings, flanges and all other products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | 225 | 273 |
All other products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $ 313 | $ 374 |
Property, Plant and Equipment46
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 264 | $ 250 |
Allowances for depreciation and amortization | (129) | (123) |
Property, plant and equipment, net | 135 | 127 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 15 | 15 |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Depreciable Life | 40 years | |
Property, plant and equipment, gross | $ 63 | 63 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 140 | 148 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Depreciable Life | 3 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Depreciable Life | 10 years | |
Enterprise Resource Planning Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Depreciable Life | 10 years | |
Property, plant and equipment, gross | $ 32 | |
Software in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14 | $ 24 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) | Oct. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Goodwill | $ 484,000,000 | $ 482,000,000 | $ 484,000,000 | $ 806,000,000 | $ 632,000,000 | |
Goodwill impairment | 292,000,000 | |||||
Impairment charges | 0 | 0 | ||||
Customer Lists [Member] | ||||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Finite-lived intangible assets impairment charge | 42,000,000 | |||||
U.S. [Member] | ||||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Goodwill | 441,000,000 | 441,000,000 | 441,000,000 | 552,000,000 | 552,000,000 | |
Goodwill impairment | 109,000,000 | |||||
Canada [Member] | ||||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Goodwill | 0 | |||||
Goodwill impairment | $ 0 | |||||
International [Member] | ||||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Goodwill | $ 43,000,000 | 41,000,000 | 43,000,000 | 254,000,000 | $ 80,000,000 | |
Goodwill impairment | 183,000,000 | |||||
Indefinite lived trade names [Member] | ||||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||||
Indefinite-lived intangible assets impairment charge | $ 0 | $ 128,000,000 | $ 0 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) - USD ($) | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Goodwill, Beginning Balance | $ 484,000,000 | $ 806,000,000 | $ 632,000,000 | |
Goodwill impairment | (292,000,000) | |||
Acquisition | 2,000,000 | |||
Other | (2,000,000) | |||
Effect of foreign currency translation | (2,000,000) | (28,000,000) | (46,000,000) | |
Goodwill, Ending Balance | 482,000,000 | 484,000,000 | 806,000,000 | |
Flangefitt [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 2,000,000 | |||
Stream [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 155,000,000 | |||
MSD [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 25,000,000 | |||
Hyptek [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 36,000,000 | |||
U.S. [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Goodwill, Beginning Balance | 441,000,000 | 552,000,000 | 552,000,000 | |
Goodwill impairment | (109,000,000) | |||
Acquisition | ||||
Other | (2,000,000) | |||
Effect of foreign currency translation | ||||
Goodwill, Ending Balance | 441,000,000 | 441,000,000 | 552,000,000 | |
Accumulated impairment losses | 241,000,000 | |||
U.S. [Member] | Flangefitt [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
U.S. [Member] | Stream [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
U.S. [Member] | MSD [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
U.S. [Member] | Hyptek [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
Canada [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Goodwill, Beginning Balance | ||||
Goodwill impairment | $ 0 | |||
Acquisition | ||||
Other | ||||
Effect of foreign currency translation | ||||
Goodwill, Ending Balance | 0 | |||
Accumulated impairment losses | 69,000,000 | |||
Canada [Member] | Flangefitt [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
Canada [Member] | Stream [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
Canada [Member] | MSD [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
Canada [Member] | Hyptek [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | ||||
International [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Goodwill, Beginning Balance | 43,000,000 | 254,000,000 | 80,000,000 | |
Goodwill impairment | (183,000,000) | |||
Acquisition | 2,000,000 | |||
Other | ||||
Effect of foreign currency translation | (2,000,000) | (28,000,000) | (46,000,000) | |
Goodwill, Ending Balance | $ 41,000,000 | $ 43,000,000 | 254,000,000 | |
International [Member] | Flangefitt [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 2,000,000 | |||
International [Member] | Stream [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 155,000,000 | |||
International [Member] | MSD [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | 25,000,000 | |||
International [Member] | Hyptek [Member] | ||||
Schedule Of Intangible Assets By Segment [Line Items] | ||||
Acquisition | $ 36,000,000 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets by Major Classification) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets By Major Class [Line Items] | ||
Gross | $ 813 | $ 872 |
Accumulated Amortization | (402) | (413) |
Net Book Value | $ 411 | $ 459 |
Customer base [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted- Average Amortization Period (in years) | 16 years 4 months 24 days | 16 years 2 months 12 days |
Gross | $ 669 | $ 724 |
Accumulated Amortization | (390) | (400) |
Net Book Value | 279 | 324 |
Accumulated impairment losses | 204 | $ 204 |
Amortizable trade names [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted- Average Amortization Period (in years) | 6 years 9 months 18 days | |
Gross | 12 | $ 15 |
Accumulated Amortization | (12) | (12) |
Net Book Value | $ 3 | |
Noncompete agreements [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted- Average Amortization Period (in years) | 3 years | |
Gross | $ 1 | |
Accumulated Amortization | (1) | |
Indefinite lived trade names [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Gross | 132 | 132 |
Net Book Value | 132 | 132 |
Accumulated impairment losses | $ 42 | $ 42 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Schedule of Amortization of Intangible Assets) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Other Intangible Assets [Abstract] | |
2,017 | $ 46 |
2,018 | 46 |
2,019 | 43 |
2,020 | 27 |
2,021 | $ 25 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2013 | Nov. 30, 2012 | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 414 | $ 519 | ||||
Proceeds from payment of long term loan | $ 100 | $ 250 | ||||
Write off of debt issuance costs | $ 1 | 3 | ||||
Interest at base rate | 2.00% | |||||
Reduction in cash flow | 50.00% | |||||
Credit facility, availability | $ 425 | |||||
Long-term debt, net | 406 | 511 | ||||
Other assets | $ 19 | 22 | ||||
Accounting Standards Update 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, net | 519 | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 4.00% | |||||
Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 3.00% | |||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.00% | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unrestricted cash of Term Loan | $ 75 | |||||
Senior secured leverage ratio | 3.50 | |||||
Senior secured term loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 414 | 519 | $ 794 | $ 650 | ||
Debt maturity period | 7 years | |||||
Term Loan accordion feature | $ 200 | |||||
Debt instrument, maturity date | Nov. 9, 2019 | |||||
Term loan annual amortization percentage | 1.00% | |||||
Percentage of capital stock in foreign subsidiaries securing Term Loan B | 65.00% | |||||
Senior secured term loan [Member] | Accounting Standards Update 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 519 | |||||
Long-term debt, net | 5 | |||||
Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, durational term | 5 years | |||||
Credit facility, maximum borrowing capacity | $ 1,050 | |||||
Credit Facility, accordion feature | 300 | |||||
Global ABL Facility [Member] | Accounting Standards Update 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Other assets | $ 6 | 8 | ||||
Global ABL Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.50% | |||||
Maximum Borrowing Base of inventory | 70.00% | |||||
Global ABL Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 2.00% | |||||
Maximum Borrowing Base of accounts receivable | 85.00% | |||||
Maximum Borrowing Base of inventory | 85.00% | |||||
Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reduction in cash flow | 25.00% | |||||
Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 2.75 | |||||
Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument rate basis step down | 0.25% | |||||
Reduction in cash flow | 0.00% | |||||
Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 2.50 | |||||
Consolidated total leverage ratio | 2.50 | |||||
Other Customary Restrictive Covenants [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 3.25 | |||||
Company May Incur First Lien Indebtedness Pari Passu to the Term Loan [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 3.50 | |||||
Company May Incur Second Lien Indebtedness [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Junior secured leverage ratio | 4 | |||||
Company May Incur Unsecured Indebtedness [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total leverage ratio | 5 | |||||
Company May Incur Indebtedness [Member] | Global ABL Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Indebtedness under Global ABL Facility | $ 1,300 | |||||
Maximum Borrowing Base of accounts receivable | 85.00% | |||||
Maximum Borrowing Base of inventory | 65.00% | |||||
Scenario, Previously Reported [Member] | Accounting Standards Update 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, net | 524 | |||||
Scenario, Previously Reported [Member] | Senior secured term loan [Member] | Accounting Standards Update 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 524 | |||||
United States [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 977 | |||||
United States [Member] | Global ABL Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.25% | |||||
United States [Member] | Global ABL Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.75% | |||||
Canada [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 20 | |||||
Canada [Member] | Global ABL Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.25% | |||||
Canada [Member] | Global ABL Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.75% | |||||
United Kingdom [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 5 | |||||
Australia [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | 10 | |||||
Netherlands [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | 4 | |||||
Belgium [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | 4 | |||||
Norway [Member] | Global ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 30 |
Long-Term Debt (Components of L
Long-Term Debt (Components of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2013 | Nov. 30, 2012 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 414 | $ 519 | ||
Less current portion | 8 | 8 | ||
Long-term debt, net | 406 | 511 | ||
Senior secured term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 414 | 519 | $ 794 | $ 650 |
Original issue discount on senior secured notes | $ 4 | $ 7 |
Long-Term Debt (Interest on Bor
Long-Term Debt (Interest on Borrowings) (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Global ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 0.00% | |
Senior secured term loan [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 5.51% | 4.98% |
Long-Term Debt (Schedule of Mat
Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Long-Term Debt [Abstract] | |
2,017 | $ 8 |
2,018 | 8 |
2,019 | 398 |
2,020 | |
2,021 |
Derivative Financial Instrume55
Derivative Financial Instruments (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Financial Instruments [Abstract] | ||
Fair value of derivative instruments | $ 0 | $ 0 |
Notional amount of forward foreign exchange contracts | $ 36,000,000 | $ 41,000,000 |
Derivative Financial Instrume56
Derivative Financial Instruments (Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Financial Instruments [Abstract] | |||
Derivatives not designated as hedging instruments, Foreign exchange forward contracts | $ 1 | $ (1) | $ (1) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Foreign tax credit carryforwards | $ 4 | |
U.S. [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
State net operating loss carryforwards | $ 25 | |
State net operating loss carryforwards future expiration date | Dec. 31, 2033 | |
Income tax examination, description | We are no longer subject to U.S. federal income tax examination for all years through 2012 and the statute of limitations at our international locations is generally six or seven years. | |
Non-U.S. [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
State net operating loss carryforwards future expiration date | Dec. 31, 2026 | |
State net operating loss carryforwards | $ 121 | |
State net operating loss carryforwards with no expiration | 108 | |
State net operating loss carryforwards with expiration | 13 | |
Temporary differences representing earnings of non-US subsidiaries for which deferred income taxes are not provided | $ 201 | $ 209 |
Minimum [Member] | Non-U.S. [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination, statute of limitations | 6 years | |
Maximum [Member] | Non-U.S. [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination, statute of limitations | 7 years |
Income Taxes (Components of Inc
Income Taxes (Components of Income Before Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
United States | $ (7) | $ (79) | $ 223 |
Foreign | (84) | (263) | 3 |
Income before income taxes | $ (91) | $ (342) | $ 226 |
Income Taxes (Summary of Income
Income Taxes (Summary of Income Taxes Included in Consolidated Statements of Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 13 | $ 64 | $ 95 |
State | 1 | 5 | 8 |
Foreign | 1 | 7 | 13 |
Current income tax expense | 15 | 76 | 116 |
Deferred: | |||
Federal | (21) | (70) | (24) |
State | (2) | (6) | (2) |
Foreign | (11) | (8) | |
Deferred income tax expense (benefit) | (23) | (87) | (34) |
Income tax (benefit) expense | $ (8) | $ (11) | $ 82 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Statutory Federal Income Tax Rate) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Federal tax (benefit) expense at statutory rates | $ (32) | $ (120) | $ 79 |
State taxes | 1 | (1) | 4 |
Nondeductible expenses | 1 | 1 | 1 |
Foreign operations taxed at different rates | 6 | (5) | (5) |
Goodwill and intangible asset impairment | 99 | ||
Change in valuation allowance related to foreign losses | 16 | 15 | 3 |
Income tax (benefit) expense | $ (8) | $ (11) | $ 82 |
Effective tax rate | 9.00% | 3.00% | 36.00% |
Income Taxes (Components of Cur
Income Taxes (Components of Current Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 1 | $ 1 |
Accruals and reserves | 27 | 28 |
Net operating loss and tax credit carryforwards | 44 | 30 |
Other | 2 | 3 |
Subtotal | 74 | 62 |
Valuation allowance | (50) | (34) |
Total | 24 | 28 |
Deferred tax liabilities: | ||
Inventory valuation | (47) | (68) |
Property, plant and equipment | (19) | (10) |
Intangible assets | (138) | (153) |
Other | (3) | (4) |
Total | (207) | (235) |
Net deferred tax liability | $ (183) | $ (207) |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Jun. 30, 2015USD ($)item$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | |
Stockholders' Equity [Line Items] | |||
Preferred stock, authorized | shares | 363,000 | 363,000 | |
Preferred stock, issued | shares | 363,000 | 363,000 | 363,000 |
Gross proceeds from issuance of Series A Preferred Stock | $ | $ 363 | ||
Preferred stock, stated value | $ / shares | $ 1,000 | ||
Preferred stock, dividend rate | 6.50% | 6.50% | 6.50% |
Number of board of directors | item | 2 | ||
Number of board of directors after three years | item | 1 | ||
Preferred stock, initial conversion rate | $ / shares | $ 55.9284 | ||
Preferred stock, initial conversion price | $ / shares | $ 17.88 | ||
Preferred stock, common stock as percentage of conversion price | 150.00% | ||
Minimum [Member] | |||
Stockholders' Equity [Line Items] | |||
Number of dividend periods | item | 6 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2016 | Nov. 30, 2015 | |
Stockholders' Equity [Line Items] | |||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, shares issued | 363,000 | 363,000 | |||
Preferred stock, shares outstanding | 363,000 | 363,000 | |||
Stock Options [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Anti-dilutive securities | 3,600,000 | 3,800,000 | 1,000,000 | ||
2015 Share Repurchase Program [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Share repurchased, authorized amount | $ 125 | $ 100 | |||
Share repurchased, expiration date | Dec. 31, 2017 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Share Repurchase Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||
Total cost of acquired shares | $ 95 | $ 12 |
2015 Share Repurchase Program [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Number of shares acquired on the open market | 6,861,191 | 816,389 |
Average price per share | $ 13.96 | $ 14.12 |
Total cost of acquired shares | $ 95 | $ 12 |
Stockholders' Equity (Accumulat
Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity [Abstract] | ||
Currency translation adjustments | $ (233) | $ (231) |
Pension related adjustments | (1) | (1) |
Accumulated other comprehensive loss | $ (234) | $ (232) |
Stockholders' Equity (Earnings
Stockholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity [Abstract] | |||||||||||
Net (loss) income attributable to common stockholders | $ (24) | $ (46) | $ (23) | $ (14) | $ (399) | $ 10 | $ 15 | $ 29 | $ (107) | $ (344) | $ 144 |
Average basic shares outstanding | 97.3 | 102.1 | 102 | ||||||||
Effect of dilutive securities | 0.8 | ||||||||||
Average diluted shares outstanding | 97.3 | 102.1 | 102.8 | ||||||||
Net income per share: | |||||||||||
Basic | $ (0.25) | $ (0.48) | $ (0.24) | $ (0.14) | $ (3.92) | $ 0.10 | $ 0.15 | $ 0.28 | $ (1.10) | $ (3.38) | $ 1.41 |
Diluted | $ (0.25) | $ (0.48) | $ (0.24) | $ (0.14) | $ (3.92) | $ 0.10 | $ 0.15 | $ 0.28 | $ (1.10) | $ (3.38) | $ 1.40 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | 57 Months Ended | |||
Apr. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Apr. 30, 2012 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Stock based compensation | $ 12 | $ 10 | $ 9 | |||
Defined contribution plans | $ 9 | 11 | 13 | |||
2007 Stock Option Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares available for grant | 3,750,000 | 3,750,000 | ||||
Maximum term for stock option plan grant | 10 years | |||||
Vesting period | 5 years | |||||
Stock options exercised | 87,286 | |||||
Grant of stock options | 0 | |||||
2007 Restricted Stock Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares available for grant | 500,000 | 500,000 | ||||
2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares reserved for issuance | 3,250,000 | 3,250,000 | ||||
Additional shares reserved for issuance | 4,250,000 | |||||
Maximum term for stock option plan grant | 10 years | |||||
Shares of restricted stock granted | 5,088,309 | |||||
2007 Stock Option Plan And 2007 Restricted Stock Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares available for grant | 0 | |||||
Minimum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution | 1.00% | |||||
Minimum [Member] | 2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Vesting period | 3 years | |||||
Maximum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution | 10.00% | |||||
Maximum [Member] | 2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Vesting period | 5 years | |||||
Stock Options [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Stock options exercised | 87,286 | |||||
Stock based compensation | $ 3 | 3 | 6 | |||
Restricted Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock vested | 326,260 | |||||
Shares of restricted stock granted | 103,701 | |||||
Stock based compensation | $ 4 | 6 | $ 3 | |||
Restricted Stock [Member] | 2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock granted | 103,701 | |||||
Performance Shares [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock vested | ||||||
Shares of restricted stock granted | 344,922 | |||||
Stock based compensation | $ 1 | $ 1 | ||||
Performance goal period | 3 years | |||||
Performance Shares [Member] | 2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock granted | 344,922 | |||||
Performance Shares [Member] | Minimum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Performance goal target | 0.00% | |||||
Performance Shares [Member] | Maximum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Performance goal target | 200.00% | |||||
Restricted Units [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock vested | 27,704 | |||||
Shares of restricted stock granted | 1,152,614 | |||||
Stock based compensation | $ 4 | |||||
Restricted Units [Member] | 2011 Omnibus Incentive Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Shares of restricted stock granted | 1,152,614 | |||||
Director [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Vesting period | 1 year |
Employee Benefit Plans (Schedul
Employee Benefit Plans (Schedule of Stock Option Activity Plans) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Beginning Balance, Options | 4,005,143 | |
Exercised, Options | (87,286) | |
Forfeited, Options | (6,294) | |
Expired, Options | (127,059) | |
Ending Balance, Options | 3,784,504 | 4,005,143 |
Options outstanding, vested and exercisable, Options | 2,729,945 | |
Options outstanding, vested and expected to vest, Options | 3,771,652 | |
Beginning Balance, Weighted Average Exercise Price | $ 21.45 | |
Exercised, Weighted Average Exercise Price | 9.78 | |
Forfeited, Weighted Average Exercise Price | 25.10 | |
Expired, Weighted Average Exercise Price | 21.39 | |
Ending Balance, Weighted Average Exercise Price | 21.71 | $ 21.45 |
Options outstanding, vested and exercisable, Weighted Average Exercise Price | 21.24 | |
Options outstanding, vested and expected to vest, Weighted Average Exercise Price | $ 21.71 | |
Weighted Average Remaining Contractual Term | 4 years 6 months | 5 years 3 months 18 days |
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Term | 4 years | |
Options outstanding, vested and expected to vest, Weighted Average Remaining Contractual Term | 4 years 6 months | |
Beginning Balance, Aggregate Intrinsic Value | $ 1 | |
Ending Balance, Aggregate Intrinsic Value | 4 | $ 1 |
Options outstanding, vested and exercisable, Aggregate Intrinsic Value | 4 | |
Options outstanding, vested and expected to vest, Aggregate Intrinsic Value | $ 4 |
Employee Benefit Plans (Summari
Employee Benefit Plans (Summarized Award Activity Under Stock Option and Restricted Stock Plans) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted-average, grant-date fair value of awards granted | $ 9.73 | $ 13.44 | |
Total fair value of restricted stock vested | $ 298,773 | $ 8,258 | |
Stock Options [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted-average, grant-date fair value of awards granted | $ 11.86 | ||
Total intrinsic value of stock options exercised | 457,834,000 | 72,495,000 | $ 1,518,066,000 |
Total fair value of stock options vested | $ 3,351,797,000 | $ 3,494,879,000 | $ 2,759,196,000 |
Restricted Stock [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted-average, grant-date fair value of awards granted | $ 16.01 | $ 16.38 | $ 29.13 |
Total fair value of restricted stock vested | $ 3,692,961 | $ 1,279,628 | $ 939,349 |
Performance Shares [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted-average, grant-date fair value of awards granted | $ 10.73 | $ 11.98 |
Employee Benefit Plans (Weighte
Employee Benefit Plans (Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plans [Abstract] | |||
Risk-free interest rate | 1.74% | ||
Dividend yield | 0.00% | ||
Expected volatility | 39.83% | ||
Expected life (in years) | 0 years | 0 years | 6 years |
Employee Benefit Plans (Sched71
Employee Benefit Plans (Schedule of Restricted Stock Option Activity Plans) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Beginning Balance, Shares | shares | 795,493 |
Granted, Shares | shares | 103,701 |
Vested, Shares | shares | (326,260) |
Forfeited, Shares | shares | (19,446) |
Nonvested, Ending Balance, Shares | shares | 553,488 |
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 16.38 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 13.24 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 16.08 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 15.34 |
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 16.01 |
Restricted Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Beginning Balance, Shares | shares | 79,607 |
Granted, Shares | shares | 1,152,614 |
Vested, Shares | shares | (27,704) |
Forfeited, Shares | shares | (40,685) |
Nonvested, Ending Balance, Shares | shares | 1,163,832 |
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 13.44 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 9.56 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 13.35 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 9.70 |
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 9.73 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Beginning Balance, Shares | shares | 195,082 |
Granted, Shares | shares | 344,922 |
Vested, Shares | shares | |
Forfeited, Shares | shares | |
Nonvested, Ending Balance, Shares | shares | 540,004 |
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 11.98 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 10.02 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | |
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 10.73 |
Employee Benefit Plans (Recogni
Employee Benefit Plans (Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||
Equity-based compensation expense | $ 12 | $ 10 | $ 9 |
Income tax benefits related to equity-based compensation | 5 | 4 | 3 |
Stock Options [Member] | |||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||
Equity-based compensation expense | 3 | 3 | 6 |
Restricted Stock [Member] | |||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||
Equity-based compensation expense | 4 | 6 | $ 3 |
Restricted Units [Member] | |||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||
Equity-based compensation expense | 4 | ||
Performance Shares [Member] | |||
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items] | |||
Equity-based compensation expense | $ 1 | $ 1 |
Employee Benefit Plans (Unrecog
Employee Benefit Plans (Unrecognized Compensation Expense Under Equity-Based Compensation Plans) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Unrecognized Stock Based Compensation Expense [Line Items] | |
Unrecognized equity-based compensation expense | $ 14 |
Stock Options [Member] | |
Unrecognized Stock Based Compensation Expense [Line Items] | |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | 3 months 18 days |
Unrecognized equity-based compensation expense | $ 2,000 |
Restricted Stock [Member] | |
Unrecognized Stock Based Compensation Expense [Line Items] | |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | 1 year 1 month 6 days |
Unrecognized equity-based compensation expense | $ 3,000 |
Restricted Units [Member] | |
Unrecognized Stock Based Compensation Expense [Line Items] | |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | 2 years 2 months 12 days |
Unrecognized equity-based compensation expense | $ 7,000 |
Performance Shares [Member] | |
Unrecognized Stock Based Compensation Expense [Line Items] | |
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years) | 2 years |
Unrecognized equity-based compensation expense | $ 2,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Rent expense | $ 2 | $ 2 | $ 2 |
Future minimum rental payments, 2017 | 40 | ||
Future minimum rental payments, 2018 | 31 | ||
Future minimum rental payments, 2019 | 24 | ||
Future minimum rental payments, 2020 | 19 | ||
Future minimum rental payments, 2021 and thereafter | 54 | ||
Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Future minimum rental payments, 2017 | 2 | ||
Future minimum rental payments, 2018 | 2 | ||
Future minimum rental payments, 2019 | 1 | ||
Future minimum rental payments, 2021 and thereafter | 0 | ||
Certain Members Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Sales to affiliates | 7 | 26 | $ 46 |
Receivables from affiliates | $ 1 | $ 1 |
Segment, Geographic and Produ75
Segment, Geographic and Product Line Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment, Geographic and Product Line Information [Abstract] | |
Business segments | 4 |
Segment, Geographic and Produ76
Segment, Geographic and Product Line Information (Schedule of Financial Information for Each Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Sales | |||||||||||
Consolidated sales | $ 719 | $ 793 | $ 746 | $ 783 | $ 967 | $ 1,071 | $ 1,198 | $ 1,292 | $ 3,041 | $ 4,529 | $ 5,933 |
Depreciation and amortization | |||||||||||
Total depreciation and amortization expense | 22 | 21 | 22 | ||||||||
Amortization of intangibles | |||||||||||
Total amortization of intangibles expense | 47 | 60 | 68 | ||||||||
Operating (loss) income | |||||||||||
Total operating (loss) income | (56) | (282) | 302 | ||||||||
Interest expense | (35) | (48) | (62) | ||||||||
Other expense | 12 | 14 | |||||||||
Income before income taxes | (91) | (342) | 226 | ||||||||
Total assets | |||||||||||
Total assets | 2,164 | 2,497 | 2,164 | 2,497 | |||||||
United States [Member] | |||||||||||
Sales | |||||||||||
Consolidated sales | 2,297 | 3,572 | 4,427 | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization expense | 13 | 12 | 13 | ||||||||
Amortization of intangibles | |||||||||||
Total amortization of intangibles expense | 41 | 41 | 42 | ||||||||
Operating (loss) income | |||||||||||
Total operating (loss) income | 6 | (47) | 266 | ||||||||
Total assets | |||||||||||
Total assets | 1,862 | 2,135 | 1,862 | 2,135 | |||||||
Goodwill and intangible asset impairment | 237 | ||||||||||
Canada [Member] | |||||||||||
Sales | |||||||||||
Consolidated sales | 243 | 333 | 633 | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization expense | 1 | 2 | 2 | ||||||||
Amortization of intangibles | |||||||||||
Total amortization of intangibles expense | 2 | 2 | 3 | ||||||||
Operating (loss) income | |||||||||||
Total operating (loss) income | (5) | 9 | 28 | ||||||||
Total assets | |||||||||||
Total assets | 139 | 142 | 139 | 142 | |||||||
International [Member] | |||||||||||
Sales | |||||||||||
Consolidated sales | 501 | 624 | 873 | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization expense | 8 | 7 | 7 | ||||||||
Amortization of intangibles | |||||||||||
Total amortization of intangibles expense | 4 | 17 | 23 | ||||||||
Operating (loss) income | |||||||||||
Total operating (loss) income | (57) | (244) | $ 8 | ||||||||
Total assets | |||||||||||
Total assets | $ 163 | $ 220 | 163 | $ 220 | |||||||
Goodwill and intangible asset impairment | $ 225 |
Segment, Geographic and Produ77
Segment, Geographic and Product Line Information (Schedule of Percentage of Net Revenues by Geographical Areas) (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total fixed assets, percentage | 100.00% | 100.00% |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total fixed assets, percentage | 68.00% | 63.00% |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Total fixed assets, percentage | 15.00% | 16.00% |
International [Member] | ||
Segment Reporting Information [Line Items] | ||
Total fixed assets, percentage | 17.00% | 21.00% |
Segment, Geographic and Produ78
Segment, Geographic and Product Line Information (Schedule of Net Sales by Product Line) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 3,041 | $ 4,529 | $ 5,933 |
Disposal Group, Not Discontinued Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales of U.S. OCTG | 18 | ||
Valves and Specialty Products [Member] | Valves, fittings, flanges and all other products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,161 | $ 1,507 | $ 1,911 |
Percentage of net sales | 38.00% | 33.00% | 32.00% |
Carbon steel fittings and flanges [Member] | Energy carbon steel tubular products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 460 | $ 665 | $ 815 |
Percentage of net sales | 15.00% | 15.00% | 14.00% |
Line pipe [Member] | Energy carbon steel tubular products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 444 | $ 864 | $ 1,139 |
Percentage of net sales | 15.00% | 19.00% | 19.00% |
Gas products [Member] | Valves, fittings, flanges and all other products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 443 | $ 475 | $ 534 |
Percentage of net sales | 14.00% | 10.00% | 9.00% |
Stainless steel alloy pipe and fittings [Member] | Valves, fittings, flanges and all other products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 206 | $ 267 | $ 417 |
Percentage of net sales | 7.00% | 6.00% | 7.00% |
Oil country tubular goods (“OCTG”) [Member] | Energy carbon steel tubular products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 311 | $ 556 | |
Percentage of net sales | 0.00% | 7.00% | 10.00% |
Other [Member] | Valves, fittings, flanges and all other products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 327 | $ 440 | $ 561 |
Percentage of net sales | 11.00% | 10.00% | 9.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurements [Abstract] | ||
Fair value of forward foreign exchange contracts | $ 0 | $ 0 |
Carrying value of debt | 414 | 519 |
Fair value of our debt | $ 417 | $ 510 |
Commitments and Contingencies80
Commitments and Contingencies (Narrative) (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($)claimlawsuit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | ||||
Operating rental expense | $ 48 | $ 51 | $ 53 | |
Letters of credit outstanding | 52 | |||
Bank guarantees outstanding | 9 | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Projected payments to asbestos claimants | $ 2 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Projected payments to asbestos claimants | $ 3 | $ 3 | ||
Asbestos [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits | lawsuit | 510 | |||
Asbestos related pending claims | claim | 1,130 | |||
Period that projected payments of asbestos claims are projected | 15 years |
Commitments and Contingencies81
Commitments and Contingencies (Future Minimum Lease Payment Under Noncancelable Operating and Capital Lease Arrangements) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Abstract] | |
Operating Leases, 2017 | $ 40 |
Operating Leases, 2018 | 31 |
Operating Leases, 2019 | 24 |
Operating Leases, 2020 | 19 |
Operating Leases, 2021 | 17 |
Operating Leases, Thereafter | 54 |
Operating Leases, Total | $ 185 |
Restrcturing (Details)
Restrcturing (Details) $ in Millions | 1 Months Ended |
Aug. 31, 2016USD ($) | |
Restructuring [Abstract] | |
Restructuring charges | $ 17 |
Inventory-related charges | 10 |
Lease termination and property costs | 4 |
Employee severance | 2 |
Other relocation costs | 1 |
Cash restructuring costs | $ 7 |
Quarterly Information (Unaudi83
Quarterly Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Information (Unaudited) [Abstract] | |||||||||||
Revenue | $ 719 | $ 793 | $ 746 | $ 783 | $ 967 | $ 1,071 | $ 1,198 | $ 1,292 | $ 3,041 | $ 4,529 | $ 5,933 |
Gross profit | 122 | 88 | 125 | 133 | 175 | 185 | 206 | 220 | 468 | 786 | 1,018 |
Net (loss) income attributable to common stockholdeers | $ (24) | $ (46) | $ (23) | $ (14) | $ (399) | $ 10 | $ 15 | $ 29 | $ (107) | $ (344) | $ 144 |
Basic | $ (0.25) | $ (0.48) | $ (0.24) | $ (0.14) | $ (3.92) | $ 0.10 | $ 0.15 | $ 0.28 | $ (1.10) | $ (3.38) | $ 1.41 |
Diluted | $ (0.25) | $ (0.48) | $ (0.24) | $ (0.14) | $ (3.92) | $ 0.10 | $ 0.15 | $ 0.28 | $ (1.10) | $ (3.38) | $ 1.40 |