Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | MRC GLOBAL INC. | |
Entity Central Index Key | 1,439,095 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 94,492,896 | |
Restricted Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 286,481 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 37 | $ 109 |
Accounts receivable, net | 522 | 399 |
Inventories, net | 592 | 561 |
Other current assets | 47 | 48 |
Total current assets | 1,198 | 1,117 |
Other assets | 21 | 19 |
Property, plant and equipment, net | 138 | 135 |
Intangible assets: | ||
Goodwill, net | 485 | 482 |
Other intangible assets, net | 390 | 411 |
Total assets | 2,232 | 2,164 |
Current liabilities: | ||
Trade accounts payable | 388 | 314 |
Accrued expenses and other current liabilities | 114 | 111 |
Current portion of long term debt | 8 | 8 |
Total current liabilities | 510 | 433 |
Long-term obligations: | ||
Long-term debt, net | 402 | 406 |
Deferred income taxes | 177 | 184 |
Other liabilities | 23 | 23 |
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, 103,030,267 and 102,529,637 issued, respectively | 1 | 1 |
Additional paid-in capital | 1,683 | 1,677 |
Retained deficit | (574) | (574) |
Less: Treasury stock at cost: 8,537,410 and 7,677,580 shares, respectively | (125) | (107) |
Accumulated other comprehensive loss | (220) | (234) |
Total stockholders' equity | 765 | 763 |
Total liabilities and stockholders' equity | $ 2,232 | $ 2,164 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, dividend rate | 6.50% | 6.50% |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 363,000 | 363,000 |
Preferred stock, shares issued | 363,000 | 363,000 |
Preferred stock, shares 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 | 103,030,267 | 102,529,637 |
Treasury stock, shares | 8,537,410 | 7,677,580 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements of Operations [Abstract] | ||||
Sales | $ 922 | $ 746 | $ 1,784 | $ 1,529 |
Cost of sales | 773 | 621 | 1,495 | 1,271 |
Gross profit | 149 | 125 | 289 | 258 |
Selling, general and administrative expenses | 132 | 135 | 258 | 272 |
Operating income (loss) | 17 | (10) | 31 | (14) |
Other expense: | ||||
Interest expense | (8) | (9) | (15) | (17) |
Other, net | (1) | |||
Income (loss) before income taxes | 9 | (19) | 16 | (32) |
Income tax expense (benefit) | 3 | (2) | 4 | (7) |
Net income (loss) | 6 | (17) | 12 | (25) |
Series A preferred stock dividends | $ 6 | 6 | $ 12 | 12 |
Net income (loss) attributable to common stockholders | $ (23) | $ (37) | ||
Basic income (loss) per common share | $ (0.24) | $ (0.37) | ||
Diluted income (loss) per common share | $ (0.24) | $ (0.37) | ||
Weighted-average common shares, basic | 94.5 | 97.7 | 94.6 | 99.2 |
Weighted-average common shares, diluted | 95.6 | 97.7 | 96 | 99.2 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Other Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements of Other Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 6 | $ (17) | $ 12 | $ (25) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 8 | (4) | 14 | 12 |
Comprehensive income (loss) | $ 14 | $ (21) | $ 26 | $ (13) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net income (loss) | $ 12 | $ (25) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: | ||
Depreciation and amortization | 11 | 10 |
Amortization of intangibles | 22 | 23 |
Equity-based compensation expense | 9 | 7 |
Deferred income tax benefit | (7) | (5) |
Amortization of debt issuance costs | 2 | 2 |
Increase (decrease) in LIFO reserve | 6 | (4) |
Foreign currency (gains) losses | (2) | 2 |
Other | 4 | 4 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (117) | 104 |
Inventories | (33) | 51 |
Other current assets | 7 | 2 |
Income taxes payable | (12) | (6) |
Accounts payable | 68 | (10) |
Accrued expenses and other current liabilities | 6 | (7) |
Net cash (used in) provided by operations | (24) | 148 |
Investing activities | ||
Purchases of property, plant and equipment | (14) | (14) |
Proceeds from the disposition of non-core product line | 48 | |
Other investing activities | 2 | |
Net cash (used in) provided by investing activities | (14) | 36 |
Financing activities | ||
Payments on revolving credit facilities | (223) | (27) |
Proceeds from revolving credit facilities | 223 | 27 |
Payments on long term obligations | (4) | (4) |
Purchase of common stock | (18) | (71) |
Dividends paid on preferred stock | (12) | (12) |
Repurchases of shares to satisfy tax withholdings | (3) | |
Net cash used in financing activities | (37) | (87) |
(Decrease) increase in cash | (75) | 97 |
Effect of foreign exchange rate on cash | 3 | 1 |
Cash -- beginning of period | 109 | 69 |
Cash -- end of period | 37 | 167 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 13 | 16 |
Cash paid for income taxes | $ 22 | $ 6 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Background and Basis of Presentation [Abstract] | |
Background and Basis of Presentation | NOTE 1 – BACKGROUND AND BASIS OF PRESENTATION Business Operations : MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings (“PVF”) 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 downstream (crude oil refining and petrochemical and chemical processing and general industrials ) 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 : We have prepared our unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X for interim financial statements. These statements do not include all information and footnotes that generally accepted accounting principles require for complete annual financial statements. However, the information in these statements reflects all normal recurring adjustments which are, in our opinion, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2017 . We have derived our condensed consolidated balance sheet as of December 31, 2016 from the audited consolidated financial statements for the year ended December 31, 2016 . You should read these condensed consolidated financial statements in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 . The 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. Recent Accounting Pronouncements : In May 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new revenue recognition standard , which will supersede previous existing revenue recognition guidance. The Accounting Standards Update (“ASU”) also provides guidance on accounting for certain contract costs and requires new disclosures. During fiscal 2016, the FASB issued additional clarification guidance on the new revenue recognition standard , which also included certain scope improvements and practical expedients. The standard (including clarification guidance issued) is effective for fiscal periods beginning after December 15, 2017 and allows for either full retrospective or modified retrospective adoption . To date , we have performed a formal review of contracts with 36 of our largest customers which represented 58% of 2016 revenue. We are in the process of evaluating the impact of the new guidance based on our review of the contracts with these large customers . 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. Based on our analysis to date , we do not expect the guidance to have a material impact on the timing of our revenue recognition. We plan to adopt the standard in the first quarter of 2018 and 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 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 statements. 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 2018, 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 statements . In May 2017, the FASB issued ASU No. 2017-09 , Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting which clarifies modification accounting for share-based payment awards should not be applied if the fair value, vesting conditions, and the classification of the modified award as an equity instrument or as a liability instrument are the same before and immediately after the modification. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Adoption will be applied prospectively to awards modified on or after the adoption date. The Company does not expect the adoption of ASU 2017-09 to have a material impact to its consolidated financial statements . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Inventories | NOTE 2 – INVENTORIES The com position of our inventory is as follows (in millions ) : June 30, December 31, 2017 2016 Finished goods inventory at average cost: Line pipe $ 139 $ 124 Valves, automation, measurement and instrumentation 240 225 All other products 320 313 699 662 Less: Excess of average cost over LIFO cost (LIFO reserve) (73) (67) Less: Other inventory reserves (34) (34) $ 592 $ 561 In 2016, we experienced reductions in inventory quantities , 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 (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 three and six months ended June 30, 2016 , the effec t of this LIFO decrement decreased cost of sales by approximately $2 million and $3 million, respectively . We do not anticipate a LIFO dec r ement in 2017. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 3 – LONG-TERM DEBT The components of our long-term debt are as follows (in millions ): June 30, December 31, 2017 2016 Senior Secured Term Loan B, net of discount and issuance costs of $3 and $4 , respectively $ 410 $ 414 Global ABL Facility - - 410 414 Less: current portion 8 8 $ 402 $ 406 Senior Secured Term Loan B : W e have a seven year Senior Secured Term Loan B (the “Term Loan”) with an original principal amount of $79 4 million which amortizes in equal quarterly installments of 1% per year with the balance payable in November 2019, when the facility matures. Subject to securing additional lender commitments, t he Term Loan allows for incremental increases in facility size up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (as defined under the Term Loan) would not exceed 3.50 to 1.00 . MRC Global (US) Inc. is the borrower under this facility, which is guaranteed by MRC Global Inc. as well as all of its wholly owned U.S. subsidiaries. In addition, it is secured by a second lien on the assets securing our Global ABL Facility (which includes accounts receivable, inventory and related assets) and a first lien on substantially all of the other assets of MRC Global Inc. and those of its U.S. subsidiaries, as well as a pledge of all of the capital stock of our domestic subsidiaries and 65 % of the capital stock of first tier, non-U.S. subsidiaries. We are required to repay the Term Loan with certain asset sales and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if our senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if our senior secured leverage ratio is no more than 2.50 to 1.00). In addition, the Term Loan contains a number of customary restrictive covenants. The interest rate for the Term Loan , including the amortization of original issue discount and debt issuance costs, was 5.57 % as of June 30, 2017 and 5.51% at December 31, 2016 . Global ABL Facility : We have a $1.05 b illion multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) that matures in July 2019 . This facility is comprised of $977 million in revolver commitments in the United States, $30 millio n in Norway, $20 million in Canada, $5 million in the United Kingdom, $10 million in Australia, $4 million in th e Netherlands and $4 million in Belgium. It contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million , subject to securing additional lender commitments. MRC Global Inc. and each of its current and future wholly owned material U.S. subsidiaries guarantee 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. Outstanding obligations are generally secured by a first priority security interest in accounts receivable, inventory and related assets. Excess A vailability , as defined under our Global ABL Facility , was $ 505 million as of June 30, 2017 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 4 – INCOME TAXES In the first quarter of 2017, we adopted ASU 2016-09, Compensation - Stock Compensation , which simplified the accounting for taxes related to stock based compensation. Under the standard, excess tax benefits and certain tax deficiencies are no longer recorded in additional paid-in capita l (“APIC”), and APIC pools are eliminated. Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the income statement. In addition, excess tax benefits are presented as operating activities rather than financing activities in the statement of cash flows. For the three and six months ended June 30, 2017 , we recorded a tax benefit of $0 million and $2 million, re spectively, related to the vesting of stock awards. The impacts of this standard are reflected in the consolidated financial statements on a prospective basis. For interim periods, our income tax expense is computed based upon our estimated annual effective tax rate. Our effective tax rates for the three and six months ended June 30, 2017 were 33% and 25% , respectively. The effective tax rates for the three and six months ended June 30, 2016 were 11% and 22% , respectively. Our rates generally differ from the U.S. federal statutory rate of 35% as a result of state income taxes and differing, generally lower, foreign income tax rates. The effective tax rate for the six months ended June 30, 2017 was lower than our U.S. federal statutory rate primarily due to the discrete impact of the implementation of ASU 2016-09 and a benefit related to foreign currency exchange losses. Our 2016 effective tax rates were significantly lower than our U.S. federal statutory rate due to forecasted pre-tax losses across all segments including significant pre-tax losses in jurisdictions where there was no corresponding tax benefit. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2017 | |
Redeemable Preferred Stock [Abstract] | |
Redeemable Preferred Stock | NOTE 5 – REDEEMABLE PREFERRED STOCK Preferred Stock 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. 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 agreement. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 6 – STOCKHOLDERS’ EQUITY Share Repurchase Program In November 2015 , the Company’s board of directors authorized a share repurchase program for common stock up to $100 millio n, which was increased in November 2016 to $125 million. 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. In the first quarter of 2017, the Company completed the repurchase of all shares authorized under the program. Summary of share repurchase activity under the repurchase program: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Number of shares acquired on the open market - 2,399,400 859,830 5,278,274 Average price per share $ - $ 13.82 $ 20.54 $ 13.59 Total cost of acquired shares (in millions) $ - $ 33 $ 18 $ 71 In total, we have acquired 8,537,410 shares under this program at an average price per share of $14.64 for a total cost of $1 25 million. There were 94,492,857 shares o f common stock outstanding as of June 30, 2017 . Equity Compensation Plans Our 2011 Omnibus Incentive Plan originally had 3 ,250,000 shares reserved for issuance under 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. Options and stock appreciation rights may not be granted at prices less than the fair market value of our common stock on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs ratably over a three to five year period on the anniversaries of the date specified in the employees’ respective stock option, restricted stock award, restricted stock unit and performance share unit award agreement s , subject to accelerated vesting under certain circumstances set forth in the agreements. Vesting for directors generally occurs on the on e -y ear anniversary of the grant date . In 201 7 , 164,098 performance share unit awards , 543, 319 restricted stock units, and 63, 272 shares of restricted stock have been granted to employees and members of our board of directors . To date , since the plan’s inception in 2011 , before consideration of forfeitures , 5,858,998 shares have been granted to management, members of our board of d irectors and key employees 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. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in millions): June 30, December 31, 2017 2016 Currency translation adjustments $ (219) $ (233) Pension related adjustments (1) (1) Accumulated other comprehensive loss $ (220) $ (234) Earnings per Share Earnings per share are calculated in the table below (in millions , except per share amounts). Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Net income (loss) $ 6 $ (17) $ 12 $ (25) Less: Dividends on Series A Preferred Stock 6 6 12 12 Net income (loss) attributable to common stockholders $ - $ (23) $ - $ (37) Weighted average basic shares outstanding 94.5 97.7 94.6 99.2 Effect of dilutive securities 1.1 - 1.4 - Weighted average diluted shares outstanding 95.6 97.7 96.0 99.2 Net income (loss) per share: Basic $ - $ (0.24) $ - $ (0.37) Diluted $ - $ (0.24) $ - $ (0.37) Equity awards and shares of Preferred Stock are disregarded in the calculation of diluted earnings per share if they are determined to be anti-dilutive. For the three and six months ended June 30, 2017 , all of the shares of the Preferred Stock were anti-dilutive. For the three and six months ended June 30, 2017 , we had approximately 2.1 million anti-dilutive stock options. For the three and six months ended June 30, 2016, we had approximately 3.7 million anti-dilutive stock options. There were 0.8 million and 0.7 million anti-dilutive restricted stock, restricted units or performance stock unit awards for the three and six months ended June 30, 2016 , respe ctively . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | NOTE 7 – SEGMENT 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 and 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. The following table presents financial information for each reportable segment (in millions): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Sales U.S. $ 720 $ 551 $ 1,386 $ 1,157 Canada 69 54 146 118 International 133 141 252 254 Consolidated sales $ 922 $ 746 $ 1,784 $ 1,529 Operating income (loss) U.S. $ 21 $ (2) $ 32 $ 2 Canada 1 (2) 4 (3) International (5) (6) (5) (13) Total operating income (loss) 17 (10) $ 31 $ (14) Interest expense (8) (9) (15) (17) Other, net - - - (1) Income (loss) before income taxes $ 9 $ (19) $ 16 $ (32) June 30, December 31, 2017 2016 Total assets U.S. $ 1,886 $ 1,862 Canada 145 139 International 201 163 Total assets $ 2,232 $ 2,164 Our sales by product line are as follows (in millions ): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Type 2017 2016 2017 2016 Valves, automation, measurement and instrumentation $ 327 $ 299 $ 649 $ 598 Line pipe 170 96 316 228 Gas products 143 108 277 208 Carbon steel fittings and flanges 139 116 262 236 Stainless steel and alloy pipe and fittings 50 47 91 95 Other 93 80 189 164 $ 922 $ 746 $ 1,784 $ 1,529 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 8 – FAIR VALUE MEASUREMENTS From time to time, 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. As of June 30, 2017 , we do not have any interest rate swap agreements. Foreign exchange forward contracts and options 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 total notional amount of our forward foreign exchange contracts and options was approximately $54 million and $36 million at June 30, 2017 and December 31, 2016 , respectively. We had approximate ly $0 million recorded as liabilities on our consolidated balance sheets as of June 30, 2017 and December 31, 2016 . 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 w as $410 million and $414 m il lion at June 30, 2017 and December 31, 2016 , respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices. The fair value of our debt was $417 million at June 30, 2017 and December 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation As bestos 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 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 our MRC Global (US) Inc. subsidiary purportedly distributed. As of June 30, 2017 , we are named a defendant in approximately 508 l awsuits involving approximately 1,128 claims . No asbestos lawsuit has resulted in a judgment against us to date, with a 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. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion , th e likelihood that the ultimate disposition of any of these claims and legal proceeding s will have a material adverse effect on our consolidated financial statements is remote . 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, th e likelihood that the ultimate disposition of any of these claims and legal proceeding s will have a material adverse effect on our consolidated financial statements is remote. Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products that we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for these claims. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and seek our recovery from the manufacturer for our expense. In our opinion, th e likelihood that the ultimate disposition of any of these claims and legal proceeding s will have a material adverse effect on our consolidated financial statements is remote . Weatherford Claim. In addition to PVF, our Canad ian subsidiary, Midfield Supply (“Midfield”), now known as MRC Global (Canada) ULC , 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. I n late 2005 and early 2006, Midfield hired new employees, including former Weatherford employees , 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. A subsidiary of Halliburton Company purchased Europump in 2014. The distribution agreement with Weatherford expired in 2006. Midfield supplied Europump with PVF products that Europump distributed along with PCP pumps. In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs. 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, and other related entities, 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. In June 2017, Midfield and Europump and certain individual defendants and related entities settled the case. As part of the settlement, MRC Global (Canada) ULC agreed to pay $6 million in exchange for a release from Weatherford and agreement to dismiss the case. The Company had previously recorded a reserve of $3 million. As a result of the settlement, an additional charge of $3 million was recorded in the second quarter of 2017. 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 not been material to our consolidated financial statements. Purchase Commitments We ha v e 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 . |
Background and Basis of Prese16
Background and Basis of Presentation (Policy) | 6 Months Ended |
Jun. 30, 2017 | |
Background and Basis of Presentation [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 (“PVF”) 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 downstream (crude oil refining and petrochemical and chemical processing and general industrials ) 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 : We have prepared our unaudited condensed consolidated financial statements in accordance with Rule 10-01 of Regulation S-X for interim financial statements. These statements do not include all information and footnotes that generally accepted accounting principles require for complete annual financial statements. However, the information in these statements reflects all normal recurring adjustments which are, in our opinion, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results that will be realized for the fiscal year ending December 31, 2017 . We have derived our condensed consolidated balance sheet as of December 31, 2016 from the audited consolidated financial statements for the year ended December 31, 2016 . You should read these condensed consolidated financial statements in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 . The 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements : In May 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new revenue recognition standard , which will supersede previous existing revenue recognition guidance. The Accounting Standards Update (“ASU”) also provides guidance on accounting for certain contract costs and requires new disclosures. During fiscal 2016, the FASB issued additional clarification guidance on the new revenue recognition standard , which also included certain scope improvements and practical expedients. The standard (including clarification guidance issued) is effective for fiscal periods beginning after December 15, 2017 and allows for either full retrospective or modified retrospective adoption . To date , we have performed a formal review of contracts with 36 of our largest customers which represented 58% of 2016 revenue. We are in the process of evaluating the impact of the new guidance based on our review of the contracts with these large customers . 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. Based on our analysis to date , we do not expect the guidance to have a material impact on the timing of our revenue recognition. We plan to adopt the standard in the first quarter of 2018 and 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 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 statements. 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 2018, 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 statements . In May 2017, the FASB issued ASU No. 2017-09 , Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting which clarifies modification accounting for share-based payment awards should not be applied if the fair value, vesting conditions, and the classification of the modified award as an equity instrument or as a liability instrument are the same before and immediately after the modification. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Adoption will be applied prospectively to awards modified on or after the adoption date. The Company does not expect the adoption of ASU 2017-09 to have a material impact to its consolidated financial statements . |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Composition of Inventory | June 30, December 31, 2017 2016 Finished goods inventory at average cost: Line pipe $ 139 $ 124 Valves, automation, measurement and instrumentation 240 225 All other products 320 313 699 662 Less: Excess of average cost over LIFO cost (LIFO reserve) (73) (67) Less: Other inventory reserves (34) (34) $ 592 $ 561 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Components of Long-Term Debt | June 30, December 31, 2017 2016 Senior Secured Term Loan B, net of discount and issuance costs of $3 and $4 , respectively $ 410 $ 414 Global ABL Facility - - 410 414 Less: current portion 8 8 $ 402 $ 406 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Summary of Share Repurchase Activity | Summary of share repurchase activity under the repurchase program: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Number of shares acquired on the open market - 2,399,400 859,830 5,278,274 Average price per share $ - $ 13.82 $ 20.54 $ 13.59 Total cost of acquired shares (in millions) $ - $ 33 $ 18 $ 71 |
Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets | June 30, December 31, 2017 2016 Currency translation adjustments $ (219) $ (233) Pension related adjustments (1) (1) Accumulated other comprehensive loss $ (220) $ (234) |
Earnings Per Share | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Net income (loss) $ 6 $ (17) $ 12 $ (25) Less: Dividends on Series A Preferred Stock 6 6 12 12 Net income (loss) attributable to common stockholders $ - $ (23) $ - $ (37) Weighted average basic shares outstanding 94.5 97.7 94.6 99.2 Effect of dilutive securities 1.1 - 1.4 - Weighted average diluted shares outstanding 95.6 97.7 96.0 99.2 Net income (loss) per share: Basic $ - $ (0.24) $ - $ (0.37) Diluted $ - $ (0.24) $ - $ (0.37) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Information [Abstract] | |
Schedule of Financial Information for Each Segment | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2017 2016 2017 2016 Sales U.S. $ 720 $ 551 $ 1,386 $ 1,157 Canada 69 54 146 118 International 133 141 252 254 Consolidated sales $ 922 $ 746 $ 1,784 $ 1,529 Operating income (loss) U.S. $ 21 $ (2) $ 32 $ 2 Canada 1 (2) 4 (3) International (5) (6) (5) (13) Total operating income (loss) 17 (10) $ 31 $ (14) Interest expense (8) (9) (15) (17) Other, net - - - (1) Income (loss) before income taxes $ 9 $ (19) $ 16 $ (32) June 30, December 31, 2017 2016 Total assets U.S. $ 1,886 $ 1,862 Canada 145 139 International 201 163 Total assets $ 2,232 $ 2,164 |
Schedule of Net Sales by Product Line | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Type 2017 2016 2017 2016 Valves, automation, measurement and instrumentation $ 327 $ 299 $ 649 $ 598 Line pipe 170 96 316 228 Gas products 143 108 277 208 Carbon steel fittings and flanges 139 116 262 236 Stainless steel and alloy pipe and fittings 50 47 91 95 Other 93 80 189 164 $ 922 $ 746 $ 1,784 $ 1,529 |
Background and Basis of Prese21
Background and Basis of Presentation (Details) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member] | 6 Months Ended |
Jun. 30, 2017customer | |
Concentration Risk [Line Items] | |
Number of large customers | 36 |
Percentage of revenue from largest customers | 58.00% |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Inventories [Abstract] | ||
Effect of LIFO decrement on cost of sales | $ (2) | $ (3) |
Inventories (Composition of Inv
Inventories (Composition of Inventory) (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $ 699 | $ 662 |
Less: Excess of average cost over LIFO cost (LIFO reserve) | (73) | (67) |
Less: Other inventory reserves | (34) | (34) |
Inventories, net | 592 | 561 |
Line pipe [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | 139 | 124 |
Valves, Automation, Measurement And Instrumentation [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | 240 | 225 |
All Other Products [Member] | ||
Finished goods inventory at average cost: | ||
Finished goods inventory at average cost | $ 320 | $ 313 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Proceeds from revolving credit facilities | $ 223 | $ 27 | |
Revolving credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jul. 31, 2019 | ||
Credit facility, maximum borrowing capacity | $ 1,050 | ||
Proceeds from revolving credit facilities | 300 | ||
Revolving credit facility [Member] | U.S. [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 977 | ||
Revolving credit facility [Member] | Canada [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 20 | ||
Revolving credit facility [Member] | United Kingdom [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 5 | ||
Revolving credit facility [Member] | Australia [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 10 | ||
Revolving credit facility [Member] | Netherlands [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 4 | ||
Revolving credit facility [Member] | Belgium [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 4 | ||
Revolving credit facility [Member] | Norway [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 30 | ||
Global ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, remaining borrowing capacity | 505 | ||
Senior Secured Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
New Term Loan | $ 794 | ||
Debt maturity period | 7 years | ||
Term loan annual amortization percentage | 1.00% | ||
Debt instrument, maturity date | Nov. 30, 2019 | ||
Term Loan accordion feature | $ 200 | ||
Percentage of capital stock in foreign subsidiaries securing Term Loan B | 65.00% | ||
Debt instrument, interest rate | 5.57% | 5.51% | |
Senior Secured Term Loan B [Member] | Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 2.75 | ||
Repayment of Term Loan, percentage | 25.00% | ||
Senior Secured Term Loan B [Member] | Senior Secured Leverage Ratio Is No More Than 2.50 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 2.50 | ||
Repayment of Term Loan, percentage | 0.00% | ||
Senior Secured Term Loan B [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured leverage ratio | 3.50 | ||
Repayment of Term Loan, percentage | 50.00% |
Long-Term Debt (Components of L
Long-Term Debt (Components of Long-Term Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 410 | $ 414 |
Less: current portion | 8 | 8 |
Long-term debt, net | 402 | 406 |
Senior secured term loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 410 | 414 |
Original issue discount and issuance costs on senior secured Term Loan B | $ 3 | $ 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 33.00% | 11.00% | 25.00% | 22.00% |
Federal statutory rate | 35.00% | |||
Accounting Standards Update 2016-09 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit | $ 0 | $ 2 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Jun. 30, 2015USD ($)$ / sharesshares | |
Stockholders' Equity [Abstract] | |
Preferred stock, issued | shares | 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% |
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% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 21 Months Ended | 78 Months Ended | ||||
Apr. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2015 | |
Stockholders Equity [Line Items] | |||||||||
Share repurchase program, total shares acquired | 8,537,410 | ||||||||
Share repurchase program, average cost per share | $ 14.64 | ||||||||
Share repurchase program, cost of total shares acquired | $ 125,000,000 | ||||||||
Common stock, shares outstanding | 94,492,857 | 94,492,857 | 94,492,857 | 94,492,857 | |||||
2015 Share Repurchase Program [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Share repurchase program, authorized amount | $ 125,000,000 | $ 100,000,000 | |||||||
2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Shares reserved for Incentive Plan | 3,250,000 | 3,250,000 | 3,250,000 | 3,250,000 | |||||
Additional shares reserved for Incentive Plan | 4,250,000 | ||||||||
Stock granted | 5,858,998 | ||||||||
Director [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Minimum [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Maximum [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Stock Options [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Anti-dilutive securities | 2,100,000 | 3,700,000 | 2,100,000 | 3,700,000 | |||||
Stock Options [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Maximum term for stock option plan grant | 10 years | ||||||||
Restricted Stock [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock granted | 63,272 | ||||||||
Performance Shares [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock granted | 164,098 | ||||||||
Restricted Stock Units (RSUs) [Member] | 2011 Omnibus Incentive Plan [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Stock granted | 543,319 | ||||||||
Restricted Stock, Restricted Unites And Performance Stock Units [Member] | |||||||||
Stockholders Equity [Line Items] | |||||||||
Anti-dilutive securities | 800,000 | 700,000 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Share Repurchase Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||
Total cost of acquired shares | $ 18 | $ 71 | |
2015 Share Repurchase Program [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Number of shares acquired on the open market | 2,399,400 | 859,830 | 5,278,274 |
Average price per share | $ 13.82 | $ 20.54 | $ 13.59 |
Total cost of acquired shares | $ 33 | $ 18 | $ 71 |
Stockholders' Equity (Accumulat
Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Stockholders' Equity [Abstract] | ||
Currency translation adjustments | $ (219) | $ (233) |
Pension related adjustments | (1) | (1) |
Accumulated other comprehensive loss | $ (220) | $ (234) |
Stockholders' Equity (Earnings
Stockholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | ||||
Net income (loss) | $ 6 | $ (17) | $ 12 | $ (25) |
Less: Dividends on Series A Preferred Stock | $ 6 | 6 | $ 12 | 12 |
Net income (loss) attributable to common stockholders | $ (23) | $ (37) | ||
Weighted average basic shares outstanding | 94.5 | 97.7 | 94.6 | 99.2 |
Effect of dilutive securities | 1.1 | 1.4 | ||
Weighted average diluted shares outstanding | 95.6 | 97.7 | 96 | 99.2 |
Net income (loss) per share: | ||||
Basic | $ (0.24) | $ (0.37) | ||
Diluted | $ (0.24) | $ (0.37) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
U.S., Canada And International [Member] | |
Segment Information [Line Items] | |
Number of operating segments | 4 |
U.S. [Member] | |
Segment Information [Line Items] | |
Number of operating segments | 2 |
Number of Reportable Segments | 1 |
Segment Information (Schedule o
Segment Information (Schedule of Financial Information for Each Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Sales | |||||
Consolidated sales | $ 922 | $ 746 | $ 1,784 | $ 1,529 | |
Operating (loss) income | |||||
Total operating income (loss) | 17 | (10) | 31 | (14) | |
Interest expense | (8) | (9) | (15) | (17) | |
Other, net | (1) | ||||
Income (loss) before income taxes | 9 | (19) | 16 | (32) | |
Total assets | |||||
Total assets | 2,232 | 2,232 | $ 2,164 | ||
U.S. [Member] | |||||
Sales | |||||
Consolidated sales | 720 | 551 | 1,386 | 1,157 | |
Operating (loss) income | |||||
Total operating income (loss) | 21 | (2) | 32 | 2 | |
Total assets | |||||
Total assets | 1,886 | 1,886 | 1,862 | ||
Canada [Member] | |||||
Sales | |||||
Consolidated sales | 69 | 54 | 146 | 118 | |
Operating (loss) income | |||||
Total operating income (loss) | 1 | (2) | 4 | (3) | |
Total assets | |||||
Total assets | 145 | 145 | 139 | ||
International [Member] | |||||
Sales | |||||
Consolidated sales | 133 | 141 | 252 | 254 | |
Operating (loss) income | |||||
Total operating income (loss) | (5) | $ (6) | (5) | $ (13) | |
Total assets | |||||
Total assets | $ 201 | $ 201 | $ 163 |
Segment Information (Schedule34
Segment Information (Schedule of Net Sales by Product Line) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | $ 922 | $ 746 | $ 1,784 | $ 1,529 |
Valves, Automation, Measurement And Instrumentation [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | 327 | 299 | 649 | 598 |
Line pipe [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | 170 | 96 | 316 | 228 |
Gas Products [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | 143 | 108 | 277 | 208 |
Carbon Steel Fittings And Flanges [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | 139 | 116 | 262 | 236 |
Stainless Steel Alloy Pipe And Fittings [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | 50 | 47 | 91 | 95 |
Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Sales | $ 93 | $ 80 | $ 189 | $ 164 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Long-term Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | $ 410 | $ 414 |
Long-term Debt [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of our debt | 417 | 417 |
Foreign exchange forward contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount of forward foreign exchange contracts and options | 54 | 36 |
Foreign exchange forward contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of forward foreign exchange contracts and options | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 21 Months Ended | |
Jun. 30, 2017USD ($)claimlawsuit | Nov. 30, 2015USD ($) | |
Commitments and Contingencies [Abstract] | ||
Number of lawsuits | lawsuit | 508 | |
Asbestos related pending claims | claim | 1,128 | |
Settlement agreement | $ 6 | |
Litigation reserve | $ 3 | $ 3 |