Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 09, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | DNOW INC. | ||
Entity Central Index Key | 0001599617 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1 | ||
Entity Common Stock, Shares Outstanding | 106,166,096 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | DNOW | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-36325 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4191184 | ||
Entity Address, Address Line One | 7402 North Eldridge Parkway | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77041 | ||
City Area Code | 281 | ||
Local Phone Number | 823-4700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 42 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the Proxy Statement in connection with the 2024 Annual Meeting of Stockholders are incorporated in Part III of this report. | ||
Document Financial Statement Error Correction [Flag] | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 299 | $ 212 |
Receivables, net | 384 | 398 |
Inventories, net | 366 | 381 |
Prepaid and other current assets | 19 | 26 |
Total current assets | 1,068 | 1,017 |
Property, plant and equipment, net | 131 | 119 |
Deferred income taxes | 118 | |
Goodwill | 139 | 116 |
Intangibles, net | 28 | 25 |
Other assets | 45 | 43 |
Total assets | 1,529 | 1,320 |
Current liabilities: | ||
Accounts payable | 288 | 304 |
Accrued liabilities | 120 | 126 |
Other current liabilities | 10 | 9 |
Total current liabilities | 418 | 439 |
Long-term operating lease liabilities | 30 | 25 |
Deferred income taxes | 0 | 1 |
Other long-term liabilities | 18 | 11 |
Total liabilities | 466 | 476 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock - par value $0.01; 20 million shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock - par value $0.01; 330 million shares authorized; 106,257,565 and 110,369,266 shares issued and outstanding at December 31, 2023 and 2022, respectively | 1 | 1 |
Additional paid-in capital | 2,032 | 2,066 |
Accumulated deficit | (828) | (1,075) |
Accumulated other comprehensive loss | (145) | (150) |
DNOW Inc. stockholders' equity | 1,060 | 842 |
Noncontrolling interest | 3 | 2 |
Total stockholders' equity | 1,063 | 844 |
Total liabilities and stockholders' equity | $ 1,529 | $ 1,320 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 330,000,000 | 330,000,000 |
Common stock, shares issued | 106,257,565 | 110,369,266 |
Common stock, shares outstanding | 106,257,565 | 110,369,266 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 2,321 | $ 2,136 | $ 1,632 |
Operating expenses: | |||
Cost of products | 1,786 | 1,630 | 1,275 |
Warehousing, selling and administrative | 395 | 365 | 341 |
Impairment and other charges | 0 | 10 | 7 |
Operating profit | 140 | 131 | 9 |
Other income (expense) | (2) | 8 | 3 |
Income (loss) before income taxes | 138 | 139 | 12 |
Income tax provision (benefit) | (110) | 10 | 7 |
Net income | 248 | 129 | 5 |
Net income attributable to noncontrolling interest | 1 | 1 | 0 |
Net income attributable to DNOW Inc | $ 247 | $ 128 | $ 5 |
Earnings per share attributable to DNOW Inc. stockholders: | |||
Basic | $ 2.26 | $ 1.14 | $ 0.05 |
Diluted | $ 2.24 | $ 1.13 | $ 0.05 |
Weighted-average common shares outstanding, basic | 107,395,890 | 110,676,078 | 110,403,853 |
Weighted-average common shares outstanding, diluted | 108,422,755 | 111,224,389 | 110,494,941 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 248 | $ 129 | $ 5 |
Other comprehensive income : | |||
Foreign currency translation adjustments | 5 | (3) | (2) |
Comprehensive income | 253 | 126 | 3 |
Comprehensive income attributable to noncontrolling interest | 1 | 1 | 0 |
Comprehensive income attributable to DNOW Inc. | $ 252 | $ 125 | $ 3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 248 | $ 129 | $ 5 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 26 | 19 | 23 |
Provision for inventory | 9 | 6 | 9 |
Impairment and other charges | 0 | 10 | 7 |
Stock-based compensation | 15 | 11 | 8 |
Deferred income taxes | (119) | 1 | 0 |
Other, net | 18 | 4 | 11 |
Change in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||
Receivables | 16 | (95) | (97) |
Inventories | 12 | (138) | 3 |
Prepaid and other current assets | 7 | (10) | (3) |
Accounts payable, accrued liabilities and other, net | (44) | 63 | 64 |
Net cash provided by (used in) operating activities | 188 | 0 | 30 |
Cash flows from investing activities: | |||
Business acquisitions, net of cash acquired | (32) | (80) | (96) |
Purchases of property, plant and equipment | (17) | (9) | (5) |
Other, net | 1 | 2 | 5 |
Net cash provided by (used in) investing activities | (48) | (87) | (96) |
Cash flows from financing activities: | |||
Repurchases of common stock | (50) | (7) | 0 |
Payments relating to finance leases and other, net | (5) | (3) | (6) |
Net cash provided by (used in) financing activities | (55) | (10) | (6) |
Effect of exchange rates on cash and cash equivalents | 2 | (4) | (2) |
Net change in cash and cash equivalents | 87 | (101) | (74) |
Cash and cash equivalents, beginning of period | 212 | 313 | 387 |
Cash and cash equivalents, end of period | 299 | 212 | 313 |
Supplemental disclosures of cash flow information: | |||
Income taxes paid, net | 10 | 11 | 0 |
Non-cash investing and financing activities: | |||
Accrued purchases of property, plant and equipment | $ 1 | $ 1 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 699 | $ 2,050 | $ (1,208) | $ (145) | $ 0 | $ 1 | |
Beginning balance, shares at Dec. 31, 2020 | 110,000,000 | ||||||
Beginning balance, Common stock value at Dec. 31, 2020 | $ 1 | ||||||
Net income | 5 | 5 | |||||
Vesting of restricted stock, shares | 1,000,000 | ||||||
Stock-based compensation | 8 | 8 | |||||
Exercise of stock options | 3 | 3 | |||||
Shares withheld for taxes | (1) | (1) | |||||
Other comprehensive income (loss) | (2) | (2) | |||||
Ending balance at Dec. 31, 2021 | 712 | 2,060 | (1,203) | (147) | 0 | 1 | |
Ending balance, shares at Dec. 31, 2021 | 111,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2021 | $ 1 | ||||||
Net income | 129 | 128 | 1 | ||||
Common stock repurchased | (7) | (7) | |||||
Common stock retired, shares | (1,000,000) | ||||||
Common stock retired | (7) | 7 | |||||
Stock-based compensation | 11 | 11 | |||||
Exercise of stock options | 2 | 2 | |||||
Other comprehensive income (loss) | (3) | (3) | |||||
Ending balance at Dec. 31, 2022 | 844 | 2,066 | (1,075) | (150) | 0 | 2 | |
Ending balance, shares at Dec. 31, 2022 | 110,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2022 | 1 | $ 1 | |||||
Net income | 248 | 247 | 1 | ||||
Common stock repurchased | (50) | (50) | |||||
Common stock retired, shares | (4,000,000) | ||||||
Common stock retired | (50) | 50 | |||||
Stock-based compensation | 15 | 15 | |||||
Exercise of stock options | $ 2 | 2 | |||||
Exercise of stock options, shares | 142,000 | ||||||
Shares withheld for taxes | $ (1) | (1) | |||||
Other comprehensive income (loss) | 5 | 5 | |||||
Ending balance at Dec. 31, 2023 | 1,063 | $ 2,032 | $ (828) | $ (145) | $ 0 | $ 3 | |
Ending balance, shares at Dec. 31, 2023 | 106,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2023 | $ 1 | $ 1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 247 | $ 128 | $ 5 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Nature of Operations DNOW Inc. (“DNOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. We operate primarily under the DNOW brand along with several affiliated brands operating in local or regional markets that are tied to prior acquisitions. DNOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ® platform, customers can leverage world-class technology across ecommerce, data visualization, data management and supply chain optimization applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets. The Company’s product and service offering are consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream transmission, gas and crude oil processing infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, water/wastewater, food and beverage, gas utilities and the evolution of energy transition markets inclusive of greenhouse gas reduction and emissions capture and storage, renewable fuels such as biofuels and renewable natural gas, wind, solar, production of hydrogen as a fuel to power equipment and select industrial markets. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end-user clients. DNOW also provides supply chain and materials management solutions to the same markets where the Company sells products. DNOW’s supplier network consists of thousands of vendors in approximately 40 countries. Basis of Presentation The accompanying consolidated financial information include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements . Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), which requires enhanced segment disclosures primarily focusing on significant segment expense disclosures for both interim and annual periods. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires modified retrospective transition method. The Company will not early adopt, and is currently assessing the impact of ASU 2023-07 in its consolidated financial statements and its disclosures. The Company does not expect the adoption of this standard to have material impact in its consolidated statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires public companies to expand the income tax disclosures. The ASU requires entities to disclose more detailed information in their effective tax rate reconciliation and their cash taxes paid both in the U.S., state and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. The Company will not early adopt, and is currently assessing the impact of ASU 2023-09 in its consolidated financial statements and in its disclosures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with maturities of three months or less at the date of purchase. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. See Note 15 “Derivative Financial Instruments” for the fair value of derivative financial instruments. Inventories Inventories consist primarily of oilfield and industrial finished goods and work in process. Work in process primarily consists of inventory and labor related to customer specific engineered equipment. Finished goods are stated at the lower of cost or net realizable value and using average cost methods. Allowances for excess and obsolete inventories are determined based on the Company’s historical usage of inventory on hand as well as its future expectations. As of December 31, 2023 and 2022, the Company reported inventory of $ 366 million and $ 381 million , respectively (net of inventory reserves of $ 21 million and $ 20 million , respectively). Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for major improvements that extend the lives of property, plant and equipment are capitalized while minor replacements, maintenance and repairs are charged to expense as incurred. Disposals are removed at cost less accumulated depreciation with any resulting gain or loss reflected in the results of operations for the respective period. Depreciation is provided using the straight-line method over the estimated useful lives of individual items. Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets Long-lived assets other than goodwill include property, plant and equipment, operating right-of-use ("ROU") assets and intangible assets. The Company evaluates the recoverability of long-lived assets other than goodwill for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets other than goodwill is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of long-lived assets other than goodwill. If the Company changes the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The Company performs goodwill impairment testing annually in the fourth quarter of each fiscal year and more frequently on an interim basis when events or circumstances indicate that an impairment may exist. The company uses either a qualitative assessment or a quantitative assessment. If the qualitative assessment indicates it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Events or circumstances which could indicate a potential impairment include, but are not limited to, a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant reduction in worldwide well completion and remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas. The Company evaluates goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below that constitutes a business for which financial information is available and is regularly reviewed by management. The Company currently has four reporting units for this purpose – U.S. Energy Centers, U.S. Process Solutions, Canada and International. The Company tests goodwill for impairment by comparing the fair value of a reporting unit to its carrying value. If the carrying amount exceeds the fair value of a reporting unit, an impairment loss is recognized in an amount equal to that excess, but not to exceed the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of both goodwill and other long-lived assets primarily using the discounted cash flow method and in the case of goodwill, a multiples-based market approach for comparable companies when applicable. The starting point for each reporting unit’s projected cash flow from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer analysis, operational issues, competitor analysis, capital spending requirements, working capital requirements and customer needs among other items which impact the individual reporting unit projections. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and also considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. When a quantitative test is performed, the Company utilizes third-party valuation advisors to assist with these valuations. These analyses include significant judgments as mentioned above, including management’s short-term and long-term forecast of operating performance, discount rates based on the weighted average cost of capital, revenue growth rates, profitability margins, the timing of future cash flows, and in the case of long-lived assets, the remaining useful life and service potential of the asset, all of which are considered level 3 inputs under the fair value hierarchy when a quantitative test is performed. Foreign Currency The functional currency for most of the Company’s foreign operations is the local currency. Certain foreign operations use the U.S. dollar as the functional currency. For those that have local currency as functional 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 (loss). Revenues and expenses are translated at average exchange rates in effect during the period. Upon closure of a foreign subsidiary, the accumulated foreign currency translation gains and losses relating to the foreign subsidiary are reclassified into earnings, and reflected in impairment and other charges in the consolidated statements of operations. Accordingly, financial statements of these foreign subsidiaries are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and related elements of expense. Revenue and expense elements are remeasured at rates that approximate the rates in effect on the transaction dates. For all operations, gains or losses from remeasuring foreign currency transactions into the reporting currency are included in other income (expense). Net foreign currency transactions were a loss of $ 1 million , a loss of $ 2 million and a loss of $ 1 million for the years ended December 31, 2023, 2022 and 2021 , respectively, and were included in other income (expense) in the accompanying consolidated statements of operations. Revenue Recognition The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. Substantially all of the Company's revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Cost of Products Cost of products includes the cost of inventory sold and related items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight. Warehousing, Selling and Administrative Expenses Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as depreciation and corporate general selling and administrative expenses. Income Taxes The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more-likely-than-not to be realized. Concentration of Credit Risk The Company grants credit to its customers, which operate primarily in the energy, industrial and manufacturing markets. Concentrations of credit risk are limited because the Company has a large number of geographically diverse customers, thus spreading trade credit risk. The Company controls credit risk through credit evaluations, credit limits and monitoring procedures. The Company performs periodic credit evaluations of its customers’ financial condition and, generally, does not require collateral but may require letters of credit or prepayments for certain sales. Allowances for doubtful accounts ("AFDA") are established based on an evaluation of accounts receivable aging, and where applicable, specific reserves on an individual customer basis. The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customers’ financial conditions and account receivables past due. Balances that remain outstanding after the Company has used reasonable collection efforts are written off. As of December 31, 2023, the Company had one customer in the U.S. segment that represented approximately 10 % of total revenues. Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by Accounting Standards Codification (" ASC") Topic 718 “Compensation—Stock Compensation”. Under this guidance the fair value of the award is measured on the grant date and amortized to expense using the straight-line method over the shorter of the vesting period or the remaining requisite service period. Forfeitures are recognized as they occur. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company periodically evaluates its estimates and judgments that are most critical in nature, which are related to allowance for doubtful accounts, inventory reserves, impairment of goodwill and other long-lived assets, purchase price allocation of acquisitions, stock-based compensation and income taxes. On an ongoing basis, the Company evaluates such estimates by comparing to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established, and, if no one amount in that range is more likely than others, the low end of the range is accrued. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less. Receivables Receivables are recorded when the Company has an unconditional right to consideration. Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of December 31, 2023 and 2022 , contracts assets were less than $ 1 million in both periods , and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have been recognized is one year or less; however, these expenses are not material. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of December 31, 2023 and 2022, contract liabilities were $ 28 million and $ 33 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. The decrease in contract liabilities for the year ended December 31, 2023, was primarily related to net current year customer deposits of approximately $ 19 million, partially offset by recognizing revenue of approximately $ 24 million , that was deferred as of December 31, 2022. See Note 17 “Business Segments” for the disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. |
Receivables, net
Receivables, net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Receivables, net | 4. Receivables, net Receivables are recorded and carried at the original invoiced amount less an allowance for doubtful accounts. Activity in the allowance for doubtful accounts was as follows ( in millions ): December 31, 2023 2022 2021 Allowance for doubtful accounts Beginning balance $ 25 $ 25 $ 28 Additions (deductions) charged to expenses 2 2 ( 2 ) Charge-offs and other ( 1 ) ( 2 ) ( 1 ) Ending balance $ 26 $ 25 $ 25 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventories consist primarily of (in millions): December 31, 2023 2022 Work in process $ 33 $ 29 Finished goods and other 354 372 Total inventory 387 401 Less: Inventory reserves ( 21 ) ( 20 ) Inventories, net $ 366 $ 381 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 6. Property, Plant and Equipment, net Property, plant and equipment consist of ( in millions ): Estimated December 31, Useful Lives 2023 2022 Information technology assets 1 - 7 Years $ 46 $ 47 Operating equipment (1) 2 - 15 Years 164 141 Buildings and land (2) 5 - 35 Years 97 94 Construction in progress 2 4 Total property, plant and equipment 309 286 Less: accumulated depreciation ( 178 ) ( 167 ) Property, plant and equipment, net $ 131 $ 119 (1) Includes finance ROU assets. (2) Land has an indefinite life Depreciation expense was $ 21 million , $ 17 million and $ 21 million for the years ended December 31, 2023, 2022 and 2021 , respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of ( in millions ): December 31, 2023 2022 Compensation and other related expenses $ 38 $ 36 Contract liabilities 28 33 Taxes (non-income) 15 13 Current portion of operating lease liabilities 11 13 Other 28 31 Total $ 120 $ 126 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill Goodwill is identified by segment as follows ( in millions ): United States Canada International Total Balance at December 31, 2021 (1) $ 67 $ — $ — $ 67 Additions 49 — — 49 Balance at December 31, 2022 $ 116 $ — $ — $ 116 Additions 23 — — 23 Balance at December 31, 2023 $ 139 $ — $ — $ 139 (1) Net of prior years accumulated impairment of $ 518 million, $ 87 million and $ 99 million in the U.S., Canada and International segments, respectively. During the fourth quarter of 2023 and 2022, the Company performed its annual goodwill impairment assessment using a qualitative assessment that did not indicate a more detailed quantitative analysis was necessary. Therefore, no goodwill impairment was recognized. This assessment evaluated changes in macroeconomic conditions, overall industry and market considerations and company-specific business metrics, performance and events. See Note 21 “Transactions” for additional information. During the fourth quarter of 2021, the Company performed its annual goodwill impairment test using a quantitative assessment resulting in no impairment. The calculated fair value of the U.S. Process Solutions reporting unit significantly exceeded its carrying value, using the discount rates of 13.0 %. |
Intangibles, net
Intangibles, net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangibles, net | 9. Intangibles, net Identified intangible assets with determinable lives consist primarily of customer relationships, trademarks, trade names and patents acquired in acquisitions, and are being amortized on a straight-line basis over the estimated useful lives. Intangible assets that are fully amortized are removed from the disclosures. See Note 21 “Transactions” for additional information. No impairment for intangible assets was recognized for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, the Company recognized $ 2 million of impairment in the U.S. reporting segment for certain cu stomer relationship intangible assets due to a decline in customer activities. Identified intangible assets by major classification consist of the following ( in millions ): Accumulated Net Book Gross Amortization Value December 31, 2023: Trade names and patents $ 2 $ ( 1 ) $ 1 Customer relationships 29 ( 4 ) 25 Other 4 ( 2 ) 2 Total identified intangibles $ 35 $ ( 7 ) $ 28 December 31, 2022: Trade names and patents $ 4 $ — $ 4 Customer relationships 19 ( 2 ) 17 Other 4 — 4 Total identified intangibles $ 27 $ ( 2 ) $ 25 Amortization expense was $ 5 million, $ 2 million and $ 2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years ( in millions ): For the Year Ending December 31, Estimated Amortization Expense 2024 $ 5 2025 4 2026 3 2027 3 2028 3 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows ( in millions ): Year Ended December 31, 2023 2022 2021 United States $ 106 $ 108 $ ( 9 ) Foreign 32 31 21 Income (loss) before income taxes $ 138 $ 139 $ 12 The provision (benefit) for income taxes for 2023, 2022 and 2021 consisted of the following ( in millions ): Year Ended December 31, 2023 2022 2021 U.S. Federal: Current $ — $ — $ — Deferred ( 99 ) — ( 1 ) ( 99 ) — ( 1 ) U.S. State: Current 1 — — Deferred ( 15 ) — — ( 14 ) — — Foreign: Current 8 9 7 Deferred ( 5 ) 1 1 3 10 8 Income tax provision (benefit) $ ( 110 ) $ 10 $ 7 The reconciliation between the Company’s effective tax rate on income (loss) from continuing operations and the statutory tax rate is as follows ( in millions ): Year Ended December 31, 2023 2022 2021 Income tax provision at federal statutory rate $ 29 $ 29 $ 3 Foreign tax rate differential 1 1 2 State income tax provision (benefit), net of federal benefit 4 4 ( 1 ) Nondeductible expenses 2 2 — Currency translation losses — 2 — Capital loss carryforward — ( 2 ) — Change in valuation allowance ( 148 ) ( 28 ) 2 Other 2 2 1 Income tax provision (benefit) $ ( 110 ) $ 10 $ 7 Effective tax rate ( 79.7 %) 7.2 % 54.8 % In general, the effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses and state income taxes. For the year ended December 31, 2023, the effective tax rate was primarily driven by a $ 148 million deferred tax benefit from the release of the valuation allowance against certain U.S. and non-U.S. deferred tax assets and the recognition of tax expense from earnings in Canada and the United Kingdom. For the year ended December 31, 2022, the effective tax rate was primarily driven by the recognition of tax expense from earnings in Canada offset by current year realization of deferred tax assets and corresponding release of valuation allowance in the U.S., as well as impairment charges incurred as a result of substantially completing the liquidation of certain foreign subsidiaries with no associated tax benefit. For the year ended December 31, 2021, the effective tax rate was primarily driven by the low level of consolidated pre-tax income and the recognition of tax expense from earnings in Canada, which was not able to be offset by benefits recognized on losses in other jurisdictions. Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions ): December 31, 2023 2022 2021 Deferred tax assets: Allowances and operating liabilities $ 6 $ 6 $ 6 Net operating loss carryforwards 58 76 92 Foreign tax credit carryforwards 7 7 7 Allowance for doubtful accounts 5 5 4 Inventory reserve 8 9 10 Stock-based compensation 4 5 5 Intangible assets 36 45 57 Capital loss carryforward 12 12 10 Tax over book basis in depreciable assets 4 4 5 Lease liabilities 15 11 9 Other 2 3 3 Total deferred tax assets $ 157 $ 183 $ 208 Deferred tax liabilities: ROU assets ( 14 ) ( 10 ) ( 7 ) Other — ( 1 ) — Total deferred tax liabilities $ ( 14 ) $ ( 11 ) $ ( 7 ) Net deferred tax assets before valuation allowance 143 172 201 Valuation allowance ( 25 ) ( 173 ) ( 201 ) Net deferred tax assets (liabilities) $ 118 $ ( 1 ) $ — The Company records 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 the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. The Company performs a detailed analysis of all available evidence, both positive and negative, for each quarterly financial reporting period to assess the realizability of its deferred tax assets. The Company considers its recent pre-tax earnings, realization of deferred tax assets, sources and character of future taxable income, scheduled reversals of deferred tax liabilities, and tax planning strategies, if available, in assessing the need for a valuation allowance. In projecting future taxable income, the Company begins with historical results adjusted for the results of discontinued operations and incorporates assumptions about the amount of future state, federal and foreign pre-tax operating income adjusted for items that do not have tax consequences. For the years ending December 31, 2015, through December 31, 2022, the Company recorded a valuation allowance against the majority of its deferred tax assets, due to substantial negative evidence against the realizability of its deferred tax assets, including remaining in a three-year cumulative loss position throughout those years despite individually profitable years, most recently in 2021 and 2022. For the years ended December 31, 2022 and 2021, the Company recorded pre-tax income of $ 139 million and $ 12 million, respectively, but remained in a three-year cumulative loss position of $ 279 million and $ 511 million, respectively. As of December 31, 2023, the Company was in a three-year positive cumulative pre-tax earnings position on a consolidated basis and within the U.S. and most foreign jurisdictions, recognizing $ 289 million of pre-tax earnings globally over the past three years. Since December 31, 2020, the Company has realized over $ 57 million in deferred tax assets which were previously subject to a valuation allowance. Positive macroeconomic factors, rising demand for energy related products, diligent cost management, and the accretive benefits resulting from recent acquisitions have bolstered the Company’s outlook and expectations for future taxable income. During the fourth quarter of 2023, the Company evaluated all positive and negative evidence in line with the assumptions and judgments described above, noting that the Company has demonstrated indicators of realizability including a sustained recent earnings history, recent realization of deferred tax assets, and expectations of future taxable income (exclusive of reversing temporary differences). The Company believes that sufficient positive evidence exists as of December 31, 2023, to conclude that it is more-likely-than-not that the Company will realize substantially all of the Company’s deferred tax assets. As such, the Company released the majority of its valuation allowance, recognizing a non-cash deferred tax benefit in the fourth quarter of 2023 of $ 126 million. The total change during the year in the valuation allowance was $ 142 million in the U.S., $ 3 million in Canada and $ 3 million in other foreign jurisdictions. The Company continues to recognize a valuation allowance on certain identified deferred tax assets in the U.S. and non-U.S. jurisdictions where management believes that it is not more-likely-than-not that the Company will be able to realize the benefits of those specific deferred tax assets. In the U.S., a valuation allowance of approximately $ 17 million was maintained against deferred tax assets related to foreign tax credit carryovers and capital loss carryovers that have a limited carryforward period and require income of a certain character in order to be realized. In Canada and other foreign jurisdictions, a valuation allowance of approximately $ 8 million was maintained against deferred tax assets primarily related to capital loss carryovers in multiple jurisdictions that may only be utilized in the event of future capital gains and operating loss carryovers in jurisdictions in which the Company does not anticipate future taxable income. The Company will continue to monitor the need for a valuation allowance against its deferred tax assets and record adjustments as appropriate in future periods. There are no uncertain tax positions as of any of the periods presented. To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts are classified as a component of income tax provision (benefit) in the financial statements consistent with the Company’s policy. For the year ended December 31, 2023, the Company did not record any income tax expense for interest and penalties related to uncertain tax positions. The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S. and Canada and to a lesser extent in various other international jurisdictions. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2019 and outside the U.S. for the tax years ending after 2017. In the U.S., the Company has $ 227 million of federal net operating loss carryforwards as of December 31, 2023, of which $ 80 million will expire between 2036 through 2037 and $ 147 million have no expiration. The Company recorded a deferred tax asset of $ 48 million for the U.S. federal net operating loss carryforwards. The Company has $ 138 million of state net operating loss carryforwards as of December 31, 2023, with the majority expiring after 2034 . The Company recorded a deferred tax asset of $ 7 million for the U.S. state net operating loss carryforwards. Outside the U.S., the Company has $ 17 million of net operating loss carryforwards as of December 31, 2023, of which $ 11 million have no expiration and $ 6 million will expire between 2024 and 2032 . The potential tax benefit of $ 3 million for non-U.S. net operating loss carryforwards has been reduced by a $ 3 million valuation allowance. As of December 31, 2023, the Company has $ 7 million of excess foreign tax credits in the U.S. The foreign tax credits will expire between 2024 and 2027 . The potential tax benefit of $ 7 million for foreign tax credits has been reduced by a $ 7 million valuation allowance. In the event the Company ultimately realizes the benefit of these net operating loss carryforwards and foreign tax credits, future income tax payments will also be reduced. As of December 31, 2023, the Company has an immaterial amount of undistributed foreign earnings that may be subject to taxation upon a future distribution. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. The Company makes a determination each period whether to indefinitely reinvest these earnings. If, as a result of these reassessments, the Company distributes these earnings in the future, additional tax liabilities may result, offset by any available foreign tax credits. The Company has not recorded deferred income taxes on other outside basis differences inherent in the Company’s foreign subsidiaries that it considers to be indefinitely reinvested, as such determination is not practicable. Because of the number of tax jurisdictions in which the Company operates, its effective tax rate can fluctuate as operations and the local country tax rates fluctuate. The Company is also subject to audits by federal, state and foreign jurisdictions which may result in proposed assessments. The Company’s future tax provision will reflect any favorable or unfavorable adjustments to its estimated tax liabilities when resolved. The Company is unable to predict the outcome of these matters. However, the Company believes that none of these matters will have a material adverse effect on the results of operations or financial position of the Company. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt On December 29, 2022 , the Company entered into a second amendment to its existing senior secured revolving credit facility with a syndicate of lenders with Wells Fargo Bank, National Association, serving as the administrative agent (as amended, the “Credit Facility”). The second amendment amends certain terms, provisions and covenants of the Credit Facility, including, among other things: (i) replaces London Interbank Offered Rate ("LIBOR") with Secured Overnight Financing Rate ("SOFR") as the interest rate benchmark with the existing applicable margin plus a credit spread adjustment of 0.10 % per annum; (ii) modifies certain reporting obligations with respect to the Company’s share repurchase program; and (iii) increases the sublimit for U.S. letters of credit to $ 20 million. The Credit Facility provides for a $ 500 million global revolving credit facility, of which up to $ 50 million is available for the Company’s Canadian subsidiaries. The Company has the right, subject to certain conditions, to increase the aggregate principal amount of commitments under the credit facility by $ 250 million. The Credit Facility also provides a letter of credit sub-facility of $ 25 million. The obligations under the Credit Facility are secured by substantially all the assets of the Company and its subsidiaries. The Credit Facility matures on December 14, 2026 and contains customary covenants, representations and warranties and events of default. The Company will be required to maintain a fixed charge coverage ratio (as defined in the Credit Facility) of at least 1.00 :1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 10 % of the borrowing base or $ 40 million. Borrowings under the Credit Facility will bear an interest rate at the Company’s option, (i) for borrowings denominated in U.S. dollars, at (a) the base rate plus the applicable margin or (b) adjusted term SOFR for the applicable interest period, plus the applicable margin and (ii) for borrowings denominated in Canadian dollars, the Canadian Dollar Offered Rate plus the applicable margin. In each case, with such applicable margin being based on the Company’s fixed charge coverage ratio. The Credit Facility includes a commitment fee on the unused portion of commitments that ranges from 25 to 37.5 basis points. Commitment fees incurred during the period were included in other income (expense) in the consolidated statements of operations. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of December 31, 2023, the Company had no borrowings against the Credit Facility and approximately $ 493 million in availability (as defined in the Credit Facility) resulting in the excess availability (as defined in the Credit Facility) of 99 % subject to certain limitations. The Company is not obligated to pay back borrowings against the current Credit Facility until the maturity date of the Credit Facility. The Company issued $ 5 million in letters of credit under the Credit Facility primarily for casualty insurance expiring in June 2024 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Share Repurchase Program On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $ 80 million of its outstanding common stock through December 31, 2024. Under this program, the Company may from time to time repurchase common stock in open market transactions or enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program. The amount of timing of any repurchase will depend on several factors, including share price, general business and market conditions, and alternative capital allocation opportunities. All shares repurchased shall be retired pursuant to the terms of the share repurchase program. Depending on the timing of the retirement and cash settlement of the repurchased shares, the Company could have shares held in treasury stock until settled. Share repurchases made after December 31, 2022, are subject to a 1 % excise tax, as enacted under the Inflation Reduction Act of 2022. The impact of this 1% excise tax was less than $ 1 million for the year ended December 31, 2023. Information regarding the shares repurchased was as follows: Year Ended December 31, 2023 2022 Total cost of shares repurchased (in millions) $ 50 $ 7 Average price per share (1) $ 10.77 $ 10.82 Number of shares repurchased 4,547,694 653,819 (1) Excludes 1% excise tax on share repurchases . Consolidated Variable Interest Entities ("VIE") The Company holds a 49 % interest in one VIE located in the Middle East. The Company is the primary beneficiary and consolidates the VIE as it has the power to direct the activities that most significantly affect the VIE’s economic performance and has the obligation to absorb the VIE’s losses or the right to receive benefits. For the years ended December 31, 2023 and 2022, net income attributable to noncontrolling interest was $ 1 million and $ 1 million, respectively. The assets of the VIE can only be used to settle its own obligations and its creditors have no recourse to the Company’s assets. As of December 31, 2023 and December 31, 2022, the VIE’s assets were primarily current assets of $ 19 million and $ 11 million, respectively, and the liabilities were primarily current liabilities of $ 8 million and $ 3 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases certain facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception and recognizes ROU assets and lease liabilities for leases with terms greater than twelve months. Leases with an initial term of twelve months or less are accounted for as short-term leases and are not recognized in the balance sheet. Operating fixed lease expenses and finance lease depreciation expense are recognized on a straight-line basis over the lease term. Variable lease payments which cannot be determined at the lease commencement date, such as reimbursement of lessor expenses, were not included in the ROU assets or lease liabilities. Many leases include both lease and non-lease components which are primarily related to management services provided by lessors for the underlying assets. The Company elected the practical expedient to account for lease and non-lease components as a single lease component for all leases as well as the practical expedient that allows the Company to carry forward the historical lease classifications. For all new and modified leases entered into after the adoption of ASC 842, the Company reassesses the lease classification and lease term on the effective date of modification. Lease term includes renewal periods if the Company is reasonably certain to exercise any renewal options per the lease contract. The Company’s leases do not contain any material residual value guarantees or restrictive covenants. The Company subleases certain real estate to third parties. As most leases do not have readily determinable implicit rates, the Company estimates the incremental borrowing rates based on prevailing financial market conditions, comparable companies and credit analysis and management judgments to determine the present values of its lease payments. The Company also applies the portfolio approach to account for leases with similar terms. As of December 31, 2023 , the weighted-average remaining lease terms were approximately 5 years for operating leases and 4 years for finance leases, and the weighted-average discount rates were 6.6 % for operating leases and 6.3 % for finance leases. For the year ended December 31, 2021, the Company recognized approximately $ 6 million of impairment for ROU assets in the U.S. and Canada reporting segments primarily relating to exits of certain leased facilities. Supplemental balance sheet information is as follows ( in millions ): December 31, Classification 2023 2022 Assets Operating Other assets $ 40 $ 36 Finance Property, plant and equipment, net 21 10 Total ROU assets $ 61 $ 46 Liabilities Current Operating Accrued liabilities $ 11 $ 13 Finance Other current liabilities 7 4 Long-term Operating Long-term operating lease liabilities 30 25 Finance Other long-term liabilities 15 7 Total lease liabilities $ 63 $ 49 Components of lease expense is as follows ( in millions ): Year Ended December 31, Classification 2023 2022 2021 Operating lease cost (1) Warehousing, selling and administrative $ 18 $ 16 $ 22 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 6 4 5 Short-term lease cost Warehousing, selling and administrative 6 5 5 Variable lease cost Warehousing, selling and administrative 3 3 2 Sublease income Warehousing, selling and administrative ( 3 ) ( 2 ) ( 2 ) (1) Included in other, net adjustment to reconcile net income to net cash provided by (used in) operating activities in the consolidated statement of cash flows. (2) Included in depreciation and amortization in the consolidated statement of cash flows. Interest on finance lease liabilities is $ 1 million. Supplemental disclosure of cash flow information is as follows ( in millions ): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18 $ 21 $ 23 Financing cash flows from finance leases (1) 7 5 6 ROU assets obtained in exchange for new lease liabilities Operating $ 18 $ 25 $ 12 Finance 17 9 — (1) Interest payments from finance lease liabilities is $ 1 million. Maturity of lease liabilities as of December 31, 2023 were as follows ( in millions ): Operating Lease Finance Lease 2024 $ 14 $ 8 2025 10 8 2026 8 6 2027 6 2 2028 3 — Thereafter 7 1 Total future lease payments 48 25 Less: interest ( 7 ) ( 3 ) Present value of lease liabilities $ 41 $ 22 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters with entities such as suppliers, customers, parties to acquisitions and divestitures, government authorities and other external parties. The Company regularly reviews and records the estimated probable liability in an amount believed to be sufficient and continues to periodically reexamine the estimates of probable liabilities and any associated expenses to make appropriate adjustments to such estimates as necessary. These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s intention and past experience regarding the valuation of these claims. The Company has also assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are not probable but are reasonably possible. The total potential loss on these matters cannot be determined. While the Company has established estimates it believes to be reasonable under the facts known, the outcomes of litigation and similar disputes are often difficult to reliably predict and may result in decisions or settlements that are contrary to, or in excess of, the Company's expectations. The Company’s business is affected both directly and indirectly by governmental laws and regulations relating to the oilfield service industry in general, as well as by environmental and safety regulations that specifically apply to the Company’s business. Although the Company has not incurred material costs in connection with its compliance with such laws, there can be no assurance that other developments, such as new environmental laws, regulations and enforcement policies hereunder may not result in additional, presently unquantifiable costs or liabilities to the Company. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable. Estimating reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. The Company maintains credit arrangements with several banks providing for standby letters of credit, including bid and performance bonds, and other bonding requirements. As of December 31, 2023, the Company was contingently liable for approximately $ 11 million of outstanding standby letters of credit and surety bonds. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid on those letters of credit and surety bonds. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 15. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The Company has entered into certain financial derivative instruments to economically hedge the Company's risk from changes in the fair value of non functional currency denominated monetary accounts. The Company's foreign currency forward contracts have terms of less than one year. The Company records all derivative financial instruments at their fair value in its consolidated balance sheets. None of the derivative financial instruments that the Company holds are designated as either a fair value hedge or cash flow hedge and the gain or loss on the derivative instruments is recorded in earnings. The Company has determined that the fair value of its derivative financial instruments are computed using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange rates at each financial reporting date. As of December 31, 2023 and 2022 , the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $ 1 million and a liability of less than $ 1 million. The Company’s foreign currency forward contract assets were included in prepaid and other current assets in the consolidated balance sheets and the Company’s foreign currency forward contract liabilities were included in other current liabilities in the consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, the Company recorded a loss of $ 1 million each year respectively, related to changes in fair value. All gains and losses were included in other income (expense) in the consolidated statements of operations. The notional principal associated with those contracts was $ 15 million , $ 7 million and $ 9 million as of December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 , the Company’s financial instruments do not contain any credit-risk-related or other contingent features that could cause accelerated payments when the Company’s financial instruments are in net liability positions. The Company does not use derivative financial instruments for trading or speculative purposes. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 16. Accumulated Other Comprehensive Income (Loss) ("AOCI") The components of accumulated other comprehensive income (loss) are as follows ( in millions ): Foreign Currency Translation Adjustments Year Ended December 31, 2023 2022 Beginning balance $ ( 150 ) $ ( 147 ) Other comprehensive income (loss) before reclassifications 5 ( 13 ) Amounts reclassified from accumulated other comprehensive income (loss) — 10 Net current-period other comprehensive income (loss) 5 ( 3 ) Ending balance $ ( 145 ) $ ( 150 ) The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or loss in accordance with ASC Topic 830 “Foreign Currency Matters”. For the year ended December 31, 2022, the Company reclassified $ 10 million of foreign currency translation losses as a result of substantially completing the liquidation of certain foreign subsidiaries in its International segment. Such foreign currency translation losses were reclassified from the component of AOCI into earnings, reflected in impairment and other charges in the consolidated statement of operations. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | 17. Business Segments The Company has four operating segments – U.S. Energy Centers, U.S. Process Solutions, Canada and International. These operating segments were determined based primarily on the geographical markets and secondarily on the distribution channel of the products and services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker directs the allocation of resources to operating segments based on various metrics of each respective operating segment. The allocation of resources across the operating segments is dependent upon, among other factors, the operating segment’s historical or future expected operating margins; the operating segment’s historical or future expected return on capital; outlook within a specific market; opportunities to grow profitability; new products or new customer accounts; confidence in management; and competitive landscape and intensity. The Company has determined that there are three reportable segments: (1) United States, (2) Canada and (3) International. The U.S. Energy Centers and U.S. Process Solutions operating segments were not separately reported as they exhibit similar long term economic characteristics, the nature of the products offered are similar, purchase many identical products from outside vendors, have similar customers, sell products directly to end-users and operate in similar regulatory environments. They have been aggregated into the United States reportable segment. United States The Company has approximately 105 locations in the U.S., which are geographically positioned to serve the upstream, midstream, downstream and renewable energy and industrial markets. Canada The Company has a network of approximately 40 locations in the Canadian oilfield, predominantly in the oil rich provinces of Alberta, Saskatchewan, Manitoba and other targeted locations across the country. The Company’s Canadian segment primarily serves the energy exploration, production, drilling and midstream business. International The Company operates in approximately 15 countries and serves the needs of its international customers from approximately 20 locations outside of the U.S. and Canada, all of which are strategically located in major oil and gas development areas. The Company’s International segment primarily serves the energy exploration, production and drilling business. The following table presents financial information for each of the Company’s reportable segments as of and for the year ended December 31 ( in millions ): United States Canada International Total 2023 Revenue $ 1,749 $ 282 $ 290 $ 2,321 Operating profit 104 21 15 140 Depreciation and amortization 23 2 1 26 Property, plant and equipment, net 106 12 13 131 Total assets 1,192 177 160 1,529 2022 Revenue $ 1,591 $ 315 $ 230 $ 2,136 Operating profit (loss) 103 30 ( 2 ) 131 Impairment and other charges — — 10 10 Depreciation and amortization 16 2 1 19 Property, plant and equipment, net 95 11 13 119 Total assets 991 179 150 1,320 2021 Revenue $ 1,163 $ 249 $ 220 $ 1,632 Operating profit (loss) ( 8 ) 17 — 9 Impairment and other charges 6 1 — 7 Depreciation and amortization 20 2 1 23 Property, plant and equipment, net 86 11 14 111 Total assets 787 168 149 1,104 The following table presents a comparison of the approximate sales mix in the principal product categories ( in millions ): Year Ended December 31, 2023 2022 2021 Product Category Pumps, production and drilling $ 639 $ 531 $ 423 Pipe 422 432 277 Valves 437 409 317 Fittings and flanges 433 389 285 Mill tool, MRO, safety and other 390 375 330 Total $ 2,321 $ 2,136 $ 1,632 |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share ("EPS") | 18. Earnings Per Share (“EPS”) Basic EPS is based on net income attributable to the Company’s earnings and is calculated based upon the daily weighted-average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock and unit awards that have not yet been issued as common stock. Diluted EPS includes the above, plus unvested stock, unit or option awards granted and vested unexercised stock options, but only to the extent these instruments dilute earnings per share. For the years ended December 31, 2023, 2022 and 2021, a total of approximately 1 million , 2 million and 4 million , respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. Basic and diluted EPS are as follows ( in millions , except share data): Year Ended December 31, 2023 2022 2021 Numerator: Net income attributable to DNOW Inc. $ 247 $ 128 $ 5 Less: net income attributable to participating securities ( 4 ) ( 2 ) — Net income attributable to DNOW Inc. stockholders $ 243 $ 126 $ 5 Denominator: Weighted average basic common shares outstanding 107,395,890 110,676,078 110,403,853 Effect of dilutive securities 1,026,865 548,311 91,088 Weighted average diluted common shares outstanding 108,422,755 111,224,389 110,494,941 Earnings per share attributable to DNOW Inc. stockholders: Basic $ 2.26 $ 1.14 $ 0.05 Diluted $ 2.24 $ 1.13 $ 0.05 Under ASC Topic 260, “Earnings Per Share,” the two-class method requires a portion of net income attributable to DNOW Inc. to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, if declared. Net income attributable to these participating securities was excluded from net income attributable to DNOW Inc. stockholders in the numerator of the earnings per share computation. |
Stock-based Compensation and Ou
Stock-based Compensation and Outstanding Awards | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation and Outstanding Awards | 19. Stock-based Compensation and Outstanding Awards Under the terms of the DNOW Inc. Long Term Incentive Plan (the “Plan”), 16 million shares of the Company’s common stock were authorized for grant to employees, non-employee directors and other persons. The Plan provides for the grant of stock options, restricted stock awards, restricted stock units, phantom shares and performance stock awards. Stock-based compensation expense recognized for the years ended December 31, 2023, 2022 and 2021 totaled $ 15 million , $ 11 million and $ 8 million , respectively. The tax effected benefit for share-based compensation arrangements was $ 2 million , $ 2 million , and $ 2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Each of the stock-based compensation arrangements are discussed below. Stock Options Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards generally have either a 7 -year or a 10 -year contractual term and vest over a 3 -year period from the grant date on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. Additionally, the Company’s stock options provide for full vesting of unvested outstanding options, in the event of a change of control of the Company and a change in the holder’s responsibilities following a change in control of the Company. The Company did not grant stock option awards in 2023 and 2022. The fair value of each option award was estimated on the date of grant using the Black-Scholes framework. The expected volatility was based on the implied volatility on the Company’s stock, historical volatility of the Company’s stock and the historical volatility of other, similar companies. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant for the period consistent with the expected term. The expected dividends were based on the Company’s history and expectation of dividend payouts. The expected term was based on the average of the vesting period and contractual term. The Black-Scholes framework uses the assumptions noted in the table below: December 31, 2021 Valuation Assumptions: Expected volatility 61.3 % Risk-free interest rate 0.5 % Expected dividends (per share) $ — Expected term (in years) 4.5 The following table summarizes award activity for stock options: Stock Options Shares (in thousands) Weighted-Average Weighted-Average (in years) Aggregate (in millions) Outstanding as of December 31, 2022 2,562 $ 14.17 Forfeited and expired ( 408 ) 19.31 Exercised ( 142 ) 10.98 Outstanding as of December 31, 2023 2,012 $ 13.36 2.3 $ 2 Exercisable at December 31, 2023 1,802 $ 13.72 2.0 $ 2 The weighted average grant-date fair value of options granted for the year ended December 31, 2021 was $ 5.03 . The total intrinsic value of options exercised for the years ended December 31, 2023, 2022 and 2021 was less than $ 1 million , $ 1 million and less than $ 1 million, respectively. As of December 31, 2023, unrecognized compensation cost related to stock option awards was less than $ 1 millio n, which is expected to be recognized over a weighted average period in less than a yea r . Cash received from exercises of stock options was $ 1 million for the year ended December 31, 2023. Restricted Stock Awards, Restricted Stock Units and Phantom Shares (“RSAs and RSUs”) Restricted stock generally cliff vests after 1 or 3 years. The grant-date fair value of RSA and RSU grants is determined using the closing quoted market price on the grant date. Additionally, the Company’s RSA and RSU agreements provide for full vesting of RSAs and RSUs in the event of a change of control of the Company and a change in the holder’s responsibilities following a change in control of the Company. The following table summarizes award activity for RSAs and RSUs: RSAs / RSUs Shares (in thousands) Weighted-Average Nonvested as of December 31, 2022 1,514 $ 9.91 Granted 740 12.56 Vested (1) ( 273 ) 9.87 Forfeited ( 28 ) 10.69 Nonvested as of December 31, 2023 1,953 $ 10.91 (1) 58 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. The weighted average grant-date fair value was $ 12.56 , $ 9.89 and $ 10.31 for RSAs and RSUs granted for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, unrecognized compensation cost related to RSAs and RSUs was $ 10 million , which is expected to be recognized over a weighted average period of 1.3 years . The total vest-date fair value of shares vested for the years ended December 31, 2023, 2022 and 2021 was $ 3 million , $ 2 million , and $ 3 million , respectively. Performance Stock Awards (“PSAs”) PSAs generally have a 3 -year vesting period from the grant date and vest at the end of the vesting period with potential payouts varying from zero for performance below the threshold performance metric to 200 % of the target award PSAs for performance above the maximum performance metric. The grant-date fair value of market-condition PSA grants is determined using a Monte Carlo simulation probabilistic model. The grant-date fair value of performance-condition PSA grants is determined using the closing quoted market price on the grant date. Additionally, the Company’s performance award agreements provide for full vesting of PSAs at the target level in the event of a change of control of the Company and a change in the holder’s responsibilities following a change in control of the Company. The Company granted PSAs to senior management employees whereby the PSAs can be earned based on performance against established metrics over a three-year performance period. The PSAs are divided into three independent parts that are subject to separate performance metrics: (i) one-half of the PSAs have a Total Shareholder Return (“TSR”) metric, (ii) one-quarter of the PSAs have an EBITDA metric, and (iii) one-quarter of the PSAs have a Return on Capital Employed (“ROCE”) metric. Performance against the TSR metric is determined by comparing the performance of the Company’s TSR with the TSR performance of designated peer companies for the three-year performance period. Performance against the EBITDA metric is determined by comparing the performance of the Company’s actual EBITDA average for each of the three-years of the performance period against the EBITDA metrics set by the Company’s Compensation Committee of the Board of Directors. Performance against the ROCE metric is determined by comparing the performance of the Company’s actual ROCE average for each of the three-years of the performance period against the ROCE metrics set by the Company’s Compensation Committee of the Board of Directors. The following table summarizes award activity for performance stock awards: PSAs Shares (in thousands) Weighted-Average Nonvested as of December 31, 2022 888 $ 12.09 Granted 283 15.52 Vested (1) ( 113 ) 11.18 Forfeited ( 32 ) 9.53 Nonvested as of December 31, 2023 1,026 $ 13.22 (1) 34 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. The weighted average grant-date fair value of PSAs granted for the years ended December 31, 2023, 2022 and 2021 was $ 15.52 , $ 11.08 and $ 13.08 , respectively. As of December 31, 2023, unrecognized compensation cost related to PSAs was $ 6 million , which is expected to be recognized over a weighted average period of 1 year . The total vest-date fair value of PSAs vested for the year ended December 31, 2023, 2022 and 2021 was $ 1 million , less than $ 1 million and $ 1 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Defined Benefit Pension Plans Defined Benefit Postretirement Plans And Defined Contribution Pension Plans Disclosure [Abstract] | |
Employee Benefit Plans | 20. Employee Benefit Plans At December 31, 2023, the Company had approximately 2,475 employees, of which approximately 100 were temporary employees. Benefit plans The Company has benefit plans covering substantially all of its employees. Defined contribution benefit plans cover most of the U.S. and Canadian employees, and benefits are based on years of service and a percentage of current earnings. For the years ended December 31, 2023, 2022 and 2021, employer contributions for defined contribution plans were $ 6 million , $ 5 million and $ 1 million, respectively, and all funding is current. The Company has a non-qualified deferred compensation plan (the “NQDC Plan”) for certain members of senior management. NQDC Plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Such equity securities held in a rabbi trust are measured using quoted market prices at the reporting date (Level 1 within the fair value hierarchy) and were included in other assets, with the corresponding liability included in other long-term liabilities in the consolidated balance sheets. Defined Benefit Pension Plans Historically, the Company sponsored two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased as of December 31, 2023. T he Company made lump-sum payments and entered into a buy-in annuity contract in connection with the de-risking both of its defined benefit plans. During 2023, transfers were made to complete the buy-out of the remaining liability of the annuity contract. As a result of the 2023 transfers, the buy-in policies were converted into buy-out policies, and the plans were effectively settled. Plans that were previously accrued were indexed in line with inflation during the period up to retirement in order to protect their purchasing power. Net periodic benefit cost (income) for the Company’s defined benefit plans was cost of $ 1 million , income of less th an $ 1 million and cost of less than $ 1 million for the years ended December 31, 2023, 2022 and 2021, respectively, and were included in other income (expense) in the consolidated statement of operations. The Company immediately recognizes actuarial gains and losses in other income (expense), which are generally measured annually and recorded in the fourth quarter, unless an earlier remeasurement is required. The change in benefit obligation, plan assets and the funded status of the defined benefit pension plans in the United Kingdom using a measurement date of December 31, 2023 and 2022, are as follows ( in millions ): Pension Benefits At year end 2023 2022 Benefit obligation at beginning of year $ 4 $ 8 Actuarial loss (gain) — ( 3 ) Plan settlements ( 4 ) — Foreign currency exchange rate changes — ( 1 ) Benefit obligation at end of year $ — $ 4 Fair value of plan assets at beginning of year $ 6 $ 9 Actual return — ( 2 ) Plan settlements ( 5 ) — Foreign currency exchange rate changes and other ( 1 ) ( 1 ) Fair value of plan assets at end of year $ — $ 6 Funded status — 2 Accumulated benefit obligation at end of year $ — $ 4 The net asset were presented within other assets in the consolidated balance sheets. The Company estimated income or expense related to its pension and postretirement plans based on actuarial assumptions, including assumptions regarding discount rates and expected returns on plan assets, adjusted for current period actuarial gains and losses. Assumed long-term rates of return on plan assets and discount rates varied according to the local economic conditions. The assumption rates used for benefit obligations are as follows: December 31, 2023 2022 Discount rate: N/A 4.1 % - 5.10 % The assumption rates used for net periodic benefit costs are as follows: December 31, 2023 2022 2021 Discount rate: 4.10 % - 5.10 % 1.20 % - 1.80 % 0.70 % - 1.20 % Expected return on assets: 4.00 % - 5.12 % 1.10 % - 2.22 % 0.70 % - 1.78 % Both plans had plan assets in excess of projected benefit obligations. As the plans were settled in 2023, the Company will not pay future benefit amounts, and does no t expect to contribute to its defined benefit pension plans in the future. The Company and its investment advisers collaboratively reviewed market opportunities using historic and statistical data, as well as the actuarial valuation reports for the plans, to ensure that the levels of acceptable return and risk were well-defined and monitored. The following table sets forth by level, within the fair value hierarchy, the plan’s assets carried at fair value ( in millions ): Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2023: Annuity contract $ — $ — $ — $ — Other — — — — Total fair value measurements $ — $ — $ — $ — December 31, 2022: Annuity contract $ 3 $ — $ — $ 3 Other 3 — 3 — Total fair value measurements $ 6 $ — $ 3 $ 3 |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Transactions [Abstract] | |
Transactions | 21. Transactions Acquisitions For the year ended December 31, 2023 , the Company completed two acquisitions for a net purchase price consideration of approximately $ 33 million cash. These acquisitions expand product line offerings and services to the Company's U.S. Process Solutions business. The Company completed its valuations as of the acquisition date of the acquired net assets and recognized goodwill of $ 22 million and intangible assets of $ 9 million in the United States segment. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimate of fair value to allocate the purchase price more accurately; any such revisions are not expected to be significant. The full amount of goodwill recognized is expected to be deductible for income tax purposes. For the year ended December 31, 2022, the Company completed three acquisitions for an aggregate purchase price consideration of approximately $ 80 million cash. The acquisitions further expand and fortify the Company's solutions offerings in new and existing end markets in the U.S. Process Solutions reporting unit. The Company completed its valuations as of the applicable acquisition dates of the acquired net assets and recognized goodwill of $ 49 million and intangible assets of $ 15 million in the U.S. segment. For the year ended December 31, 2021, the Company completed two acquisitions for an aggregate purchase price consideration of approximately $ 119 million. The aggregate purchase price was comprised of $ 96 million of cash, and an estimated $ 23 million of contingent consideration if certain financial and profitability thresholds were achieved following the closing of the transactions. These acquisitions primarily expanded the Company’s offering in the U.S. to provide the rental, sale and service of surface-mounted horizontal pumping systems and horizontal jet pumping systems, as well as, to provide engineering and construction services. The Company completed its valuations as of the applicable acquisition dates of the acquired net assets and recognized goodwill of $ 67 million and intangible assets of $ 11 million in the U.S. segment. For the year ended December 31, 2022, the change in the fair value of contingent consideration liabilities of $ 13 million was primarily related to not achieving any earn-out thresholds prior to the expiration of the earn-out period from a 2021 acquisition. The following table summarizes the purchase price allocation detail as of the acquisition dates for acquisitions closed during fiscal years 2022 and 2021 ( in millions ): 2022 Acquisitions 2021 Acquisitions Consideration transferred: Cash $ 80 $ 96 Estimated fair value of contingent consideration — 23 Net purchase price $ 80 $ 119 Fair value of net assets acquired: Current assets other than cash $ 11 $ 7 Property, plant and equipment 10 36 Customer relationships and other intangibles (1) 15 11 Current liabilities ( 5 ) ( 2 ) Total fair value of net assets acquired $ 31 $ 52 Goodwill (2) $ 49 $ 67 (1) Intangible assets acquired in 2022 and 2021 are amortized over a 8 -year and 9 -year weighted average period, respectively. (2) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefit that the Company believes will result from combining its operations with those of the businesses acquired. The amount of goodwill expected to be deductible for income tax purposes is approximately $ 49 million and $ 41 million in connection with the acquisitions in 2022 and 2021, respectively. The Company has included the financial results of the acquisitions in its consolidated financial statements from the date of each acquisition. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 22. Subsequent Event Subsequent to December 31, 2023, the Company entered into a purchase agreement to purchase the business of Whitco Supply, LLC. The completion of this acquisition is subject to regulatory approvals and other customary closing conditions. Whitco Supply, LLC provides energy products and solutions to the midstream market, as well as the broader energy sectors. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations DNOW Inc. (“DNOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. We operate primarily under the DNOW brand along with several affiliated brands operating in local or regional markets that are tied to prior acquisitions. DNOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ® platform, customers can leverage world-class technology across ecommerce, data visualization, data management and supply chain optimization applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets. The Company’s product and service offering are consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream transmission, gas and crude oil processing infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, water/wastewater, food and beverage, gas utilities and the evolution of energy transition markets inclusive of greenhouse gas reduction and emissions capture and storage, renewable fuels such as biofuels and renewable natural gas, wind, solar, production of hydrogen as a fuel to power equipment and select industrial markets. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end-user clients. DNOW also provides supply chain and materials management solutions to the same markets where the Company sells products. DNOW’s supplier network consists of thousands of vendors in approximately 40 countries. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial information include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements . |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), which requires enhanced segment disclosures primarily focusing on significant segment expense disclosures for both interim and annual periods. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires modified retrospective transition method. The Company will not early adopt, and is currently assessing the impact of ASU 2023-07 in its consolidated financial statements and its disclosures. The Company does not expect the adoption of this standard to have material impact in its consolidated statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires public companies to expand the income tax disclosures. The ASU requires entities to disclose more detailed information in their effective tax rate reconciliation and their cash taxes paid both in the U.S., state and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. The Company will not early adopt, and is currently assessing the impact of ASU 2023-09 in its consolidated financial statements and in its disclosures. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with maturities of three months or less at the date of purchase. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. See Note 15 “Derivative Financial Instruments” for the fair value of derivative financial instruments. |
Inventories | Inventories Inventories consist primarily of oilfield and industrial finished goods and work in process. Work in process primarily consists of inventory and labor related to customer specific engineered equipment. Finished goods are stated at the lower of cost or net realizable value and using average cost methods. Allowances for excess and obsolete inventories are determined based on the Company’s historical usage of inventory on hand as well as its future expectations. As of December 31, 2023 and 2022, the Company reported inventory of $ 366 million and $ 381 million , respectively (net of inventory reserves of $ 21 million and $ 20 million , respectively). |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for major improvements that extend the lives of property, plant and equipment are capitalized while minor replacements, maintenance and repairs are charged to expense as incurred. Disposals are removed at cost less accumulated depreciation with any resulting gain or loss reflected in the results of operations for the respective period. Depreciation is provided using the straight-line method over the estimated useful lives of individual items. |
Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets | Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets Long-lived assets other than goodwill include property, plant and equipment, operating right-of-use ("ROU") assets and intangible assets. The Company evaluates the recoverability of long-lived assets other than goodwill for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets other than goodwill is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of long-lived assets other than goodwill. If the Company changes the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The Company performs goodwill impairment testing annually in the fourth quarter of each fiscal year and more frequently on an interim basis when events or circumstances indicate that an impairment may exist. The company uses either a qualitative assessment or a quantitative assessment. If the qualitative assessment indicates it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Events or circumstances which could indicate a potential impairment include, but are not limited to, a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant reduction in worldwide well completion and remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas. The Company evaluates goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below that constitutes a business for which financial information is available and is regularly reviewed by management. The Company currently has four reporting units for this purpose – U.S. Energy Centers, U.S. Process Solutions, Canada and International. The Company tests goodwill for impairment by comparing the fair value of a reporting unit to its carrying value. If the carrying amount exceeds the fair value of a reporting unit, an impairment loss is recognized in an amount equal to that excess, but not to exceed the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of both goodwill and other long-lived assets primarily using the discounted cash flow method and in the case of goodwill, a multiples-based market approach for comparable companies when applicable. The starting point for each reporting unit’s projected cash flow from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer analysis, operational issues, competitor analysis, capital spending requirements, working capital requirements and customer needs among other items which impact the individual reporting unit projections. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and also considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. When a quantitative test is performed, the Company utilizes third-party valuation advisors to assist with these valuations. These analyses include significant judgments as mentioned above, including management’s short-term and long-term forecast of operating performance, discount rates based on the weighted average cost of capital, revenue growth rates, profitability margins, the timing of future cash flows, and in the case of long-lived assets, the remaining useful life and service potential of the asset, all of which are considered level 3 inputs under the fair value hierarchy when a quantitative test is performed. |
Foreign Currency | Foreign Currency The functional currency for most of the Company’s foreign operations is the local currency. Certain foreign operations use the U.S. dollar as the functional currency. For those that have local currency as functional 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 (loss). Revenues and expenses are translated at average exchange rates in effect during the period. Upon closure of a foreign subsidiary, the accumulated foreign currency translation gains and losses relating to the foreign subsidiary are reclassified into earnings, and reflected in impairment and other charges in the consolidated statements of operations. Accordingly, financial statements of these foreign subsidiaries are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and related elements of expense. Revenue and expense elements are remeasured at rates that approximate the rates in effect on the transaction dates. For all operations, gains or losses from remeasuring foreign currency transactions into the reporting currency are included in other income (expense). Net foreign currency transactions were a loss of $ 1 million , a loss of $ 2 million and a loss of $ 1 million for the years ended December 31, 2023, 2022 and 2021 , respectively, and were included in other income (expense) in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. Substantially all of the Company's revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. |
Cost of Products | Cost of Products Cost of products includes the cost of inventory sold and related items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight. |
Warehousing, Selling and Administrative Expenses | Warehousing, Selling and Administrative Expenses Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as depreciation and corporate general selling and administrative expenses. |
Income Taxes | Income Taxes The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more-likely-than-not to be realized. |
Concentration of Credit Risk | Concentration of Credit Risk The Company grants credit to its customers, which operate primarily in the energy, industrial and manufacturing markets. Concentrations of credit risk are limited because the Company has a large number of geographically diverse customers, thus spreading trade credit risk. The Company controls credit risk through credit evaluations, credit limits and monitoring procedures. The Company performs periodic credit evaluations of its customers’ financial condition and, generally, does not require collateral but may require letters of credit or prepayments for certain sales. Allowances for doubtful accounts ("AFDA") are established based on an evaluation of accounts receivable aging, and where applicable, specific reserves on an individual customer basis. The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customers’ financial conditions and account receivables past due. Balances that remain outstanding after the Company has used reasonable collection efforts are written off. As of December 31, 2023, the Company had one customer in the U.S. segment that represented approximately 10 % of total revenues. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by Accounting Standards Codification (" ASC") Topic 718 “Compensation—Stock Compensation”. Under this guidance the fair value of the award is measured on the grant date and amortized to expense using the straight-line method over the shorter of the vesting period or the remaining requisite service period. Forfeitures are recognized as they occur. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company periodically evaluates its estimates and judgments that are most critical in nature, which are related to allowance for doubtful accounts, inventory reserves, impairment of goodwill and other long-lived assets, purchase price allocation of acquisitions, stock-based compensation and income taxes. On an ongoing basis, the Company evaluates such estimates by comparing to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Contingencies | Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established, and, if no one amount in that range is more likely than others, the low end of the range is accrued. |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less. |
Receivables | Receivables Receivables are recorded when the Company has an unconditional right to consideration. |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of December 31, 2023 and 2022 , contracts assets were less than $ 1 million in both periods , and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have been recognized is one year or less; however, these expenses are not material. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of December 31, 2023 and 2022, contract liabilities were $ 28 million and $ 33 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. The decrease in contract liabilities for the year ended December 31, 2023, was primarily related to net current year customer deposits of approximately $ 19 million, partially offset by recognizing revenue of approximately $ 24 million , that was deferred as of December 31, 2022. See Note 17 “Business Segments” for the disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. |
Receivables, net (Tables)
Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts was as follows ( in millions ): December 31, 2023 2022 2021 Allowance for doubtful accounts Beginning balance $ 25 $ 25 $ 28 Additions (deductions) charged to expenses 2 2 ( 2 ) Charge-offs and other ( 1 ) ( 2 ) ( 1 ) Ending balance $ 26 $ 25 $ 25 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist primarily of (in millions): December 31, 2023 2022 Work in process $ 33 $ 29 Finished goods and other 354 372 Total inventory 387 401 Less: Inventory reserves ( 21 ) ( 20 ) Inventories, net $ 366 $ 381 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of ( in millions ): Estimated December 31, Useful Lives 2023 2022 Information technology assets 1 - 7 Years $ 46 $ 47 Operating equipment (1) 2 - 15 Years 164 141 Buildings and land (2) 5 - 35 Years 97 94 Construction in progress 2 4 Total property, plant and equipment 309 286 Less: accumulated depreciation ( 178 ) ( 167 ) Property, plant and equipment, net $ 131 $ 119 (1) Includes finance ROU assets. (2) Land has an indefinite life |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of ( in millions ): December 31, 2023 2022 Compensation and other related expenses $ 38 $ 36 Contract liabilities 28 33 Taxes (non-income) 15 13 Current portion of operating lease liabilities 11 13 Other 28 31 Total $ 120 $ 126 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Identified by Segment | Goodwill is identified by segment as follows ( in millions ): United States Canada International Total Balance at December 31, 2021 (1) $ 67 $ — $ — $ 67 Additions 49 — — 49 Balance at December 31, 2022 $ 116 $ — $ — $ 116 Additions 23 — — 23 Balance at December 31, 2023 $ 139 $ — $ — $ 139 (1) Net of prior years accumulated impairment of $ 518 million, $ 87 million and $ 99 million in the U.S., Canada and International segments, respectively. |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Identified Intangible Assets by Major Classification | Identified intangible assets by major classification consist of the following ( in millions ): Accumulated Net Book Gross Amortization Value December 31, 2023: Trade names and patents $ 2 $ ( 1 ) $ 1 Customer relationships 29 ( 4 ) 25 Other 4 ( 2 ) 2 Total identified intangibles $ 35 $ ( 7 ) $ 28 December 31, 2022: Trade names and patents $ 4 $ — $ 4 Customer relationships 19 ( 2 ) 17 Other 4 — 4 Total identified intangibles $ 27 $ ( 2 ) $ 25 |
Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale | Amortization expense was $ 5 million, $ 2 million and $ 2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years ( in millions ): For the Year Ending December 31, Estimated Amortization Expense 2024 $ 5 2025 4 2026 3 2027 3 2028 3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Components of Income (Loss) Before Income Taxes | The domestic and foreign components of income (loss) before income taxes were as follows ( in millions ): Year Ended December 31, 2023 2022 2021 United States $ 106 $ 108 $ ( 9 ) Foreign 32 31 21 Income (loss) before income taxes $ 138 $ 139 $ 12 |
Components of the Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for 2023, 2022 and 2021 consisted of the following ( in millions ): Year Ended December 31, 2023 2022 2021 U.S. Federal: Current $ — $ — $ — Deferred ( 99 ) — ( 1 ) ( 99 ) — ( 1 ) U.S. State: Current 1 — — Deferred ( 15 ) — — ( 14 ) — — Foreign: Current 8 9 7 Deferred ( 5 ) 1 1 3 10 8 Income tax provision (benefit) $ ( 110 ) $ 10 $ 7 |
Reconciliation Between Effective Tax Rate | The reconciliation between the Company’s effective tax rate on income (loss) from continuing operations and the statutory tax rate is as follows ( in millions ): Year Ended December 31, 2023 2022 2021 Income tax provision at federal statutory rate $ 29 $ 29 $ 3 Foreign tax rate differential 1 1 2 State income tax provision (benefit), net of federal benefit 4 4 ( 1 ) Nondeductible expenses 2 2 — Currency translation losses — 2 — Capital loss carryforward — ( 2 ) — Change in valuation allowance ( 148 ) ( 28 ) 2 Other 2 2 1 Income tax provision (benefit) $ ( 110 ) $ 10 $ 7 Effective tax rate ( 79.7 %) 7.2 % 54.8 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions ): December 31, 2023 2022 2021 Deferred tax assets: Allowances and operating liabilities $ 6 $ 6 $ 6 Net operating loss carryforwards 58 76 92 Foreign tax credit carryforwards 7 7 7 Allowance for doubtful accounts 5 5 4 Inventory reserve 8 9 10 Stock-based compensation 4 5 5 Intangible assets 36 45 57 Capital loss carryforward 12 12 10 Tax over book basis in depreciable assets 4 4 5 Lease liabilities 15 11 9 Other 2 3 3 Total deferred tax assets $ 157 $ 183 $ 208 Deferred tax liabilities: ROU assets ( 14 ) ( 10 ) ( 7 ) Other — ( 1 ) — Total deferred tax liabilities $ ( 14 ) $ ( 11 ) $ ( 7 ) Net deferred tax assets before valuation allowance 143 172 201 Valuation allowance ( 25 ) ( 173 ) ( 201 ) Net deferred tax assets (liabilities) $ 118 $ ( 1 ) $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information is as follows ( in millions ): December 31, Classification 2023 2022 Assets Operating Other assets $ 40 $ 36 Finance Property, plant and equipment, net 21 10 Total ROU assets $ 61 $ 46 Liabilities Current Operating Accrued liabilities $ 11 $ 13 Finance Other current liabilities 7 4 Long-term Operating Long-term operating lease liabilities 30 25 Finance Other long-term liabilities 15 7 Total lease liabilities $ 63 $ 49 |
Components of Lease Expense | Components of lease expense is as follows ( in millions ): Year Ended December 31, Classification 2023 2022 2021 Operating lease cost (1) Warehousing, selling and administrative $ 18 $ 16 $ 22 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 6 4 5 Short-term lease cost Warehousing, selling and administrative 6 5 5 Variable lease cost Warehousing, selling and administrative 3 3 2 Sublease income Warehousing, selling and administrative ( 3 ) ( 2 ) ( 2 ) (1) Included in other, net adjustment to reconcile net income to net cash provided by (used in) operating activities in the consolidated statement of cash flows. (2) Included in depreciation and amortization in the consolidated statement of cash flows. Interest on finance lease liabilities is $ 1 million. |
Supplemental Cash Flow Information | Supplemental disclosure of cash flow information is as follows ( in millions ): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18 $ 21 $ 23 Financing cash flows from finance leases (1) 7 5 6 ROU assets obtained in exchange for new lease liabilities Operating $ 18 $ 25 $ 12 Finance 17 9 — (1) Interest payments from finance lease liabilities is $ 1 million. |
Maturity of Lease Liabilities | Maturity of lease liabilities as of December 31, 2023 were as follows ( in millions ): Operating Lease Finance Lease 2024 $ 14 $ 8 2025 10 8 2026 8 6 2027 6 2 2028 3 — Thereafter 7 1 Total future lease payments 48 25 Less: interest ( 7 ) ( 3 ) Present value of lease liabilities $ 41 $ 22 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | Information regarding the shares repurchased was as follows: Year Ended December 31, 2023 2022 Total cost of shares repurchased (in millions) $ 50 $ 7 Average price per share (1) $ 10.77 $ 10.82 Number of shares repurchased 4,547,694 653,819 (1) Excludes 1% excise tax on share repurchases . |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are as follows ( in millions ): Foreign Currency Translation Adjustments Year Ended December 31, 2023 2022 Beginning balance $ ( 150 ) $ ( 147 ) Other comprehensive income (loss) before reclassifications 5 ( 13 ) Amounts reclassified from accumulated other comprehensive income (loss) — 10 Net current-period other comprehensive income (loss) 5 ( 3 ) Ending balance $ ( 145 ) $ ( 150 ) |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Financial Information of Company's Reportable Segments | The following table presents financial information for each of the Company’s reportable segments as of and for the year ended December 31 ( in millions ): United States Canada International Total 2023 Revenue $ 1,749 $ 282 $ 290 $ 2,321 Operating profit 104 21 15 140 Depreciation and amortization 23 2 1 26 Property, plant and equipment, net 106 12 13 131 Total assets 1,192 177 160 1,529 2022 Revenue $ 1,591 $ 315 $ 230 $ 2,136 Operating profit (loss) 103 30 ( 2 ) 131 Impairment and other charges — — 10 10 Depreciation and amortization 16 2 1 19 Property, plant and equipment, net 95 11 13 119 Total assets 991 179 150 1,320 2021 Revenue $ 1,163 $ 249 $ 220 $ 1,632 Operating profit (loss) ( 8 ) 17 — 9 Impairment and other charges 6 1 — 7 Depreciation and amortization 20 2 1 23 Property, plant and equipment, net 86 11 14 111 Total assets 787 168 149 1,104 |
Schedule of Comparison of Approximate Sales Mix in Principal Product Categories | The following table presents a comparison of the approximate sales mix in the principal product categories ( in millions ): Year Ended December 31, 2023 2022 2021 Product Category Pumps, production and drilling $ 639 $ 531 $ 423 Pipe 422 432 277 Valves 437 409 317 Fittings and flanges 433 389 285 Mill tool, MRO, safety and other 390 375 330 Total $ 2,321 $ 2,136 $ 1,632 |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted EPS | Basic and diluted EPS are as follows ( in millions , except share data): Year Ended December 31, 2023 2022 2021 Numerator: Net income attributable to DNOW Inc. $ 247 $ 128 $ 5 Less: net income attributable to participating securities ( 4 ) ( 2 ) — Net income attributable to DNOW Inc. stockholders $ 243 $ 126 $ 5 Denominator: Weighted average basic common shares outstanding 107,395,890 110,676,078 110,403,853 Effect of dilutive securities 1,026,865 548,311 91,088 Weighted average diluted common shares outstanding 108,422,755 111,224,389 110,494,941 Earnings per share attributable to DNOW Inc. stockholders: Basic $ 2.26 $ 1.14 $ 0.05 Diluted $ 2.24 $ 1.13 $ 0.05 |
Stock-based Compensation and _2
Stock-based Compensation and Outstanding Awards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Significant Assumptions Used to Calculate the Grant Date Fair Market Values of Options Granted | The Black-Scholes framework uses the assumptions noted in the table below: December 31, 2021 Valuation Assumptions: Expected volatility 61.3 % Risk-free interest rate 0.5 % Expected dividends (per share) $ — Expected term (in years) 4.5 |
Summary of Stock Option Activity | The following table summarizes award activity for stock options: Stock Options Shares (in thousands) Weighted-Average Weighted-Average (in years) Aggregate (in millions) Outstanding as of December 31, 2022 2,562 $ 14.17 Forfeited and expired ( 408 ) 19.31 Exercised ( 142 ) 10.98 Outstanding as of December 31, 2023 2,012 $ 13.36 2.3 $ 2 Exercisable at December 31, 2023 1,802 $ 13.72 2.0 $ 2 |
Summary of Status of Nonvested Shares of RSAs, RSUs and PSAs | The following table summarizes award activity for RSAs and RSUs: RSAs / RSUs Shares (in thousands) Weighted-Average Nonvested as of December 31, 2022 1,514 $ 9.91 Granted 740 12.56 Vested (1) ( 273 ) 9.87 Forfeited ( 28 ) 10.69 Nonvested as of December 31, 2023 1,953 $ 10.91 (1) 58 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. The following table summarizes award activity for performance stock awards: PSAs Shares (in thousands) Weighted-Average Nonvested as of December 31, 2022 888 $ 12.09 Granted 283 15.52 Vested (1) ( 113 ) 11.18 Forfeited ( 32 ) 9.53 Nonvested as of December 31, 2023 1,026 $ 13.22 (1) 34 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
Change in Benefit Obligation, Plan Assets and Funded Status of Defined Benefit Pension Plans | The change in benefit obligation, plan assets and the funded status of the defined benefit pension plans in the United Kingdom using a measurement date of December 31, 2023 and 2022, are as follows ( in millions ): Pension Benefits At year end 2023 2022 Benefit obligation at beginning of year $ 4 $ 8 Actuarial loss (gain) — ( 3 ) Plan settlements ( 4 ) — Foreign currency exchange rate changes — ( 1 ) Benefit obligation at end of year $ — $ 4 Fair value of plan assets at beginning of year $ 6 $ 9 Actual return — ( 2 ) Plan settlements ( 5 ) — Foreign currency exchange rate changes and other ( 1 ) ( 1 ) Fair value of plan assets at end of year $ — $ 6 Funded status — 2 Accumulated benefit obligation at end of year $ — $ 4 |
Assumption Rates Used for Benefit Obligations | The assumption rates used for benefit obligations are as follows: December 31, 2023 2022 Discount rate: N/A 4.1 % - 5.10 % |
Assumption Rates Used for Net Periodic Benefit Costs | The assumption rates used for net periodic benefit costs are as follows: December 31, 2023 2022 2021 Discount rate: 4.10 % - 5.10 % 1.20 % - 1.80 % 0.70 % - 1.20 % Expected return on assets: 4.00 % - 5.12 % 1.10 % - 2.22 % 0.70 % - 1.78 % |
Plan's Assets Carried at Fair Value | The following table sets forth by level, within the fair value hierarchy, the plan’s assets carried at fair value ( in millions ): Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2023: Annuity contract $ — $ — $ — $ — Other — — — — Total fair value measurements $ — $ — $ — $ — December 31, 2022: Annuity contract $ 3 $ — $ — $ 3 Other 3 — 3 — Total fair value measurements $ 6 $ — $ 3 $ 3 |
Transactions (Tables)
Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The following table summarizes the purchase price allocation detail as of the acquisition dates for acquisitions closed during fiscal years 2022 and 2021 ( in millions ): 2022 Acquisitions 2021 Acquisitions Consideration transferred: Cash $ 80 $ 96 Estimated fair value of contingent consideration — 23 Net purchase price $ 80 $ 119 Fair value of net assets acquired: Current assets other than cash $ 11 $ 7 Property, plant and equipment 10 36 Customer relationships and other intangibles (1) 15 11 Current liabilities ( 5 ) ( 2 ) Total fair value of net assets acquired $ 31 $ 52 Goodwill (2) $ 49 $ 67 (1) Intangible assets acquired in 2022 and 2021 are amortized over a 8 -year and 9 -year weighted average period, respectively. (2) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefit that the Company believes will result from combining its operations with those of the businesses acquired. The amount of goodwill expected to be deductible for income tax purposes is approximately $ 49 million and $ 41 million in connection with the acquisitions in 2022 and 2021, respectively. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 Country GeographicMarket | |
Basis Of Presentation And Organization [Abstract] | |
Number of geographical area covered | GeographicMarket | 80 |
Number of countries distribution occur through vendors | Country | 40 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) ReportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Inventories, net | $ 366 | $ 381 | |
Net of inventory reserves | $ 21 | 20 | |
Number of reporting units | ReportingUnit | 4 | ||
Foreign currency transactions gain (loss) | $ (1) | $ (2) | $ (1) |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | One customer [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue | 10% |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Contract liabilities | $ 28 | $ 33 |
Deferred revenue | $ 19 | |
Decrease in contract liabilities | 24 | |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Amortization period of revenue recognized | 1 year | |
Maximum [Member] | Receivables Net [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets | $ 1 | $ 1 |
Receivables, net - Rollforward
Receivables, net - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 25 | $ 25 | $ 28 |
Additions (deductions) charged to expenses | 2 | 2 | (2) |
Charge-offs and other | (1) | (2) | (1) |
Ending balance | $ 26 | $ 25 | $ 25 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Work in process | $ 33 | $ 29 |
Finished goods and other | 354 | 372 |
Total inventory | 387 | 401 |
Less: Inventory reserves | (21) | (20) |
Inventories, net | $ 366 | $ 381 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 309 | $ 286 | |
Less: accumulated depreciation | (178) | (167) | |
Property, plant and equipment, net | 131 | 119 | $ 111 |
Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 46 | 47 | |
Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 164 | 141 | |
Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 97 | 94 | |
Construction in Progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2 | $ 4 | |
Minimum [Member] | Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 1 year | ||
Minimum [Member] | Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 2 years | ||
Minimum [Member] | Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 5 years | ||
Maximum [Member] | Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 7 years | ||
Maximum [Member] | Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 15 years | ||
Maximum [Member] | Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 35 years |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail) | Dec. 31, 2023 |
Land [Member] | |
Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | us-gaap:UsefulLifeTermOfLeaseMember |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||
Depreciation expense | $ 21 | $ 17 | $ 21 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and other related expenses | $ 38 | $ 36 |
Contract liabilities | 28 | 33 |
Taxes (non-income) | 15 | 13 |
Current portion of operating lease liabilities | 11 | 13 |
Other | 28 | 31 |
Total | $ 120 | $ 126 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Identified by Segment (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Goodwill, Beginning balance | $ 116,000,000 | $ 67,000,000 | |
Additions | 23,000,000 | 49,000,000 | $ 67,000,000 |
Impairment | 0 | ||
Goodwill, Ending balance | 139,000,000 | 116,000,000 | 67,000,000 |
United States [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning balance | 116,000,000 | 67,000,000 | |
Additions | 23,000,000 | 49,000,000 | |
Goodwill, Ending balance | 139,000,000 | 116,000,000 | 67,000,000 |
Canada [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning balance | 0 | 0 | |
Additions | 0 | 0 | |
Goodwill, Ending balance | 0 | 0 | 0 |
International [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning balance | 0 | 0 | |
Additions | 0 | 0 | |
Goodwill, Ending balance | $ 0 | $ 0 | $ 0 |
Goodwill - Summary of Goodwil_2
Goodwill - Summary of Goodwill Identified by Segment (Parenthetical) (Detail) $ in Millions | Dec. 31, 2021 USD ($) |
United States [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | $ 518 |
Canada [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | 87 |
International [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | $ 99 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill impairment loss | $ 0 | ||
Goodwill | $ 67,000,000 | $ 139,000,000 | $ 116,000,000 |
Exceeded carrying value | 13% |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Amortization Of Intangible Assets | $ 5 | $ 2 | $ 2 |
Customer Relationships [Member] | United States [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 2 | ||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and other charges |
Intangibles, Net - Identified I
Intangibles, Net - Identified Intangible Assets by Major Classification (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 35 | $ 27 |
Accumulated Amortization | (7) | (2) |
Net Book Value | 28 | 25 |
Tradenames and Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2 | 4 |
Accumulated Amortization | (1) | 0 |
Net Book Value | 1 | 4 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29 | 19 |
Accumulated Amortization | (4) | (2) |
Net Book Value | 25 | 17 |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4 | 4 |
Accumulated Amortization | (2) | 0 |
Net Book Value | $ 2 | $ 4 |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2024 | $ 5 |
2025 | 4 |
2026 | 3 |
2027 | 3 |
2028 | $ 3 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 106 | $ 108 | $ (9) |
Foreign | 32 | 31 | 21 |
Income (loss) before income taxes | $ 138 | $ 139 | $ 12 |
Income Taxes - Components of th
Income Taxes - Components of the Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
U.S. Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (99) | 0 | (1) |
U.S. Federal, Total | (99) | 0 | (1) |
U.S. State: | |||
Current | 1 | 0 | 0 |
Deferred | (15) | 0 | 0 |
U.S. State, Total | (14) | 0 | 0 |
Foreign: | |||
Current | 8 | 9 | 7 |
Deferred | (5) | 1 | 1 |
Foreign, Total | 3 | 10 | 8 |
Income tax provision (benefit) | $ (110) | $ 10 | $ 7 |
Income Taxes - Difference Betwe
Income Taxes - Difference Between Effective Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at federal statutory rate | $ 29 | $ 29 | $ 3 |
Foreign tax rate differential | 1 | 1 | 2 |
State income tax provision (benefit), net of federal benefit | 4 | 4 | (1) |
Nondeductible expenses | 2 | 2 | 0 |
Currency translation losses | 0 | 2 | 0 |
Capital loss carryforward | 0 | (2) | 0 |
Change in valuation allowance | (148) | (28) | 2 |
Other | 2 | 2 | 1 |
Income tax provision (benefit) | $ (110) | $ 10 | $ 7 |
Effective tax rate | 79.70% | 7.20% | 54.80% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Allowances and operating liabilities | $ 6 | $ 6 | $ 6 | |
Net operating loss carryforwards | 58 | 76 | 92 | |
Foreign tax credit carryforwards | 7 | 7 | 7 | $ 7 |
Allowance for doubtful accounts | 5 | 5 | 4 | |
Inventory reserve | 8 | 9 | 10 | |
Stock-based compensation | 4 | 5 | 5 | |
Intangible assets | 36 | 45 | 57 | |
Capital loss carryforward | 12 | 12 | 10 | |
Tax over book basis in depreciable assets | 4 | 4 | 5 | |
Lease liabilities | 15 | 11 | 9 | |
Other | 2 | 3 | 3 | |
Total deferred tax assets | 157 | 183 | 208 | |
Deferred tax liabilities: | ||||
ROU assets | (14) | (10) | (7) | |
Other | 0 | (1) | 0 | |
Total deferred tax liabilities | (14) | (11) | (7) | |
Net deferred tax assets before valuation allowance | 143 | 172 | 201 | |
Valuation allowance | (25) | (173) | (201) | $ (57) |
Net deferred tax assets | $ 118 | $ 0 | ||
Net deferred tax liabilities | $ (1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Income Tax [Line Items] | ||||
Cumulative loss position period | 3 years | |||
Cumulative loss position amount | $ 279,000,000 | $ 511,000,000 | ||
Pre tax income | $ 289,000,000 | 139,000,000 | 12,000,000 | |
Deferred income tax benefit | (119,000,000) | 1,000,000 | 0 | |
Uncertain tax positions | 0 | 0 | 0 | |
Valuation allowance of deffered tax asset | 25,000,000 | 173,000,000 | 201,000,000 | $ 57,000,000 |
Change in valuation allowance | (148,000,000) | (28,000,000) | 2,000,000 | |
Non cash deferred tax benefit | 126,000,000 | |||
Valuation allowance | 3,000,000 | |||
Foreign tax credit carryforwards | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | 7,000,000 |
Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Foreign tax credits expiration year | 2024 | |||
Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Foreign tax credits expiration year | 2027 | |||
Federal [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 227,000,000 | |||
Operating Loss Carryforwards with expiration date | 80,000,000 | |||
Operating Loss Carryforwards without expiration date | 147,000,000 | |||
Deferred tax benefit | $ 48,000,000 | |||
Federal [Member] | Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2036 | |||
Federal [Member] | Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2037 | |||
State [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 138,000,000 | |||
Deferred tax benefit | $ 7,000,000 | |||
Operating loss carryforwards expiration year | 2034 | |||
Foreign Country [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 17,000,000 | |||
Operating Loss Carryforwards with expiration date | 6,000,000 | |||
Operating Loss Carryforwards without expiration date | 11,000,000 | |||
Non-U.S. net operating loss carryforwards | $ 3,000,000 | |||
Valuation allowance | $ 7,000,000 | |||
Foreign Country [Member] | Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2024 | |||
Foreign Country [Member] | Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2032 | |||
U.S. [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | $ 17,000,000 | |||
Change in valuation allowance | 142,000,000 | |||
Canada [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | 3,000,000 | |||
Other Foreign Jurisdictions [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | 3,000,000 | |||
Canada and Other Foreign Jurisdictions [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | 8,000,000 | |||
U.S and Non U.S [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Deferred income tax benefit | $ 148,000,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Agreement date | Dec. 29, 2022 | ||
Senior secured revolving credit facility commitment | $ 500,000,000 | ||
Increase in aggregate principal amount | $ 250,000,000 | ||
Description of line of credit | The Company will be required to maintain a fixed charge coverage ratio (as defined in the Credit Facility) of at least 1.00:1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 10% of the borrowing base or $40 million. | ||
Minimum amount of credit facility required to maintain coverage ratio percentage | 10% | ||
Minimum amount of credit facility required to maintain coverage ratio | $ 25,000,000 | $ 40,000,000 | |
Fixed charge coverage ratio | 100% | ||
Secured Overnight Financing Rate Sofr Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Line of credit facility interest rate adjustment | 0.10% | ||
Line of Credit Facility, Available Borrowing Capacity | $ 20,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility borrowings | $ 0 | ||
Line of Credit Facility, Available Borrowing Capacity | $ 493,000,000 | ||
Line Of credit Unused Capacity Percentage | 99% | ||
Letters of credit | $ 5,000,000 | ||
Casualty insurance, expiration month and year | 2022-06 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Unused portion of commitment fee range | 0.25% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Unused portion of commitment fee range | 0.375% | ||
Canadian Subsidiaries [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility commitment | $ 50,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 03, 2022 | ||
Class of Stock [Line Items] | |||||
Number of shares authorized to purchase | $ 80 | ||||
Percentage of excise tax on share repurchases | 1% | ||||
Repurchases of common stock | $ 50 | $ 7 | $ 0 | ||
Net income attributable to noncontrolling interest | 1 | 1 | $ 0 | ||
Current assets | 1,068 | 1,017 | |||
Current liabilities | 418 | 439 | |||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Excise tax on share repurchases | 1 | ||||
Variable Interest Entities ("VIE") | |||||
Class of Stock [Line Items] | |||||
Net income attributable to noncontrolling interest | 1 | 1 | |||
Current assets | 19 | 11 | |||
Current liabilities | $ 8 | $ 3 | |||
Middle East Member | |||||
Class of Stock [Line Items] | |||||
Interest in one VIE | 49% | ||||
Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares repurchased | 4,547,694 | 653,819 | |||
Average price of stock repurchased | [1] | $ 10.77 | $ 10.82 | ||
Repurchases of common stock | $ 50 | $ 7 | |||
[1] Excludes 1% excise tax on share repurchases |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Class of Stock [Line Items] | ||||
Total cost of shares repurchased | $ 50 | $ 7 | $ 0 | |
Treasury Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Total cost of shares repurchased | $ 50 | $ 7 | ||
Average price per share | [1] | $ 10.77 | $ 10.82 | |
Number of shares repurchased | 4,547,694 | 653,819 | ||
[1] Excludes 1% excise tax on share repurchases |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | |
Lessee Lease Description [Line Items] | ||
Operating lease weighted average remaining term | 5 years | |
Finance lease weighted average remaining term | 4 years | |
Operating lease weighted-average discount rates | 6.60% | |
Finance lease weighted-average discount rates | 6.30% | |
Impairment of operating right-of-use assets | $ 6 | |
Total future lease commitments | $ 48 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use assets | $ 40 | $ 36 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Finance lease, right-of-use assets | $ 21 | $ 10 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Total ROU assets | $ 61 | $ 46 |
Current operating lease liability | $ 11 | $ 13 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Current finance lease liability | $ 7 | $ 4 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Long-term operating lease liabilities | $ 30 | $ 25 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term operating lease liabilities | Long-term operating lease liabilities |
Long-term finance lease liability | $ 15 | $ 7 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 63 | $ 49 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - Warehousing, Selling and Administrative [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||
Operating lease cost | $ 18 | $ 16 | $ 22 |
Finance lease ROU asset depreciation | 6 | 4 | 5 |
Short-term lease cost | 6 | 5 | 5 |
Variable lease cost | 3 | 3 | 2 |
Sublease income | $ (3) | $ (2) | $ (2) |
Leases - Components of Lease _2
Leases - Components of Lease Expense (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Interest on finance lease liabilities | $ 1 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 18 | $ 21 | $ 23 |
Financing cash flows from finance leases | 7 | 5 | 6 |
ROU assets obtained in exchange for new lease liabilities | |||
Operating | 18 | 25 | 12 |
Finance | $ 17 | $ 9 | $ 0 |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Interest payments from finance lease liabilities | $ 1 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2024 | $ 14 |
2025 | 10 |
2026 | 8 |
2027 | 6 |
2028 | 3 |
Thereafter | 7 |
Total future lease payments | 48 |
Less: interest | (7) |
Present value of lease liabilities | 41 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2024 | 8 |
2025 | 8 |
2026 | 6 |
2027 | 2 |
2028 | 0 |
Thereafter | 1 |
Total future lease payments | 25 |
Less: interest | (3) |
Present value of lease liabilities | $ 22 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent liability | $ 11 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Detail) - Derivatives Not Designated as Hedging Instrument [Member] - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, notional amount | $ 15 | $ 7 | $ 9 |
Other Expense [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, gain (loss) related to changes in fair value | (1) | (1) | $ (1) |
Prepaid and Other Current Assets [Member] | Maximum [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, assets | 1 | 1 | |
Other Current Liabilities [Member] | Maximum [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, liability | $ 1 | $ 1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) ("AOCI") - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (150) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | $ 10 | ||
Net current-period other comprehensive income (loss) | 5 | (3) | $ (2) |
Accumulated other comprehensive income (loss), Ending balance | (145) | (150) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated other comprehensive income (loss), Beginning balance | (150) | (147) | |
Other comprehensive income (loss) before reclassifications | 5 | (13) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 10 | |
Net current-period other comprehensive income (loss) | 5 | (3) | (2) |
Accumulated other comprehensive income (loss), Ending balance | $ (145) | $ (150) | $ (147) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Reclassification of foreign currency translation adjustments | $ 10 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 Location Country Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 4 |
Number of reportable segments | Segment | 3 |
United States [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 105 |
Canada [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 40 |
International [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 20 |
Number of countries | Country | 15 |
Business Segments - Summary of
Business Segments - Summary of Financial Information of Company's Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,321 | $ 2,136 | $ 1,632 |
Operating profit (loss) | 140 | 131 | 9 |
Impairment and other charges | 0 | 10 | 7 |
Depreciation and amortization | 26 | 19 | 23 |
Property, plant and equipment, net | 131 | 119 | 111 |
Total assets | 1,529 | 1,320 | 1,104 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,749 | 1,591 | 1,163 |
Operating profit (loss) | 104 | 103 | (8) |
Impairment and other charges | 0 | 6 | |
Depreciation and amortization | 23 | 16 | 20 |
Property, plant and equipment, net | 106 | 95 | 86 |
Total assets | 1,192 | 991 | 787 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 282 | 315 | 249 |
Operating profit (loss) | 21 | 30 | 17 |
Impairment and other charges | 0 | 1 | |
Depreciation and amortization | 2 | 2 | 2 |
Property, plant and equipment, net | 12 | 11 | 11 |
Total assets | 177 | 179 | 168 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 290 | 230 | 220 |
Operating profit (loss) | 15 | (2) | 0 |
Impairment and other charges | 10 | 0 | |
Depreciation and amortization | 1 | 1 | 1 |
Property, plant and equipment, net | 13 | 13 | 14 |
Total assets | $ 160 | $ 150 | $ 149 |
Business Segments - Schedule of
Business Segments - Schedule of Comparison of Approximate Sales Mix in Principal Product Categories (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | $ 2,321 | $ 2,136 | $ 1,632 |
Pumps, Production and Drilling [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 639 | 531 | 423 |
Pipe [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 422 | 432 | 277 |
Valves [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 437 | 409 | 317 |
Fittings and Flanges [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 433 | 389 | 285 |
Mill Tool, MRO, Safety and Other [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | $ 390 | $ 375 | $ 330 |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities excluded from Computation of Earnings Per Share | 1 | 2 | 4 |
Earnings Per Share ("EPS") - Co
Earnings Per Share ("EPS") - Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income attributable to DNOW Inc. | $ 247 | $ 128 | $ 5 |
Less: net income attributable to participating securities | (4) | (2) | 0 |
Net income attributable to DNOW Inc. stockholders | $ 243 | $ 126 | $ 5 |
Denominator: | |||
Weighted average basic common shares outstanding | 107,395,890 | 110,676,078 | 110,403,853 |
Effect of dilutive securities | 1,026,865 | 548,311 | 91,088 |
Weighted average diluted common shares outstanding | 108,422,755 | 111,224,389 | 110,494,941 |
Basic | $ 2.26 | $ 1.14 | $ 0.05 |
Diluted | $ 2.24 | $ 1.13 | $ 0.05 |
Stock-based Compensation and _3
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Company common stock were authorized for grant | 16,000,000 | ||
Stock-based compensation expense | $ 15 | $ 11 | $ 8 |
Tax effected benefit for share-based compensation arrangements | $ 2 | 2 | $ 2 |
Share-based compensation arrangement by share-based payment award, options, contractual term | 2 years 3 months 18 days | ||
Weighted-average grant-date fair value of options granted | $ 5.03 | ||
Aggregate intrinsic value, Exercised or settled | 1 | ||
Exercise of stock options | $ 2 | $ 2 | $ 3 |
Number of stock options exercised | 142,000 | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value, Exercised or settled | $ 1 | $ 1 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 3 years | ||
Exercise of stock options | $ 1 | ||
Expected to be recognized over a weighted average period | 2 months 12 days | ||
Employee Stock Option | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, contractual term | 10 years | ||
Unrecognized compensation costs | $ 1 | ||
Employee Stock Option | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, contractual term | 7 years | ||
Restricted Stock [Member] | Cliff Vests After Year One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 1 year | ||
Restricted Stock [Member] | Cliff Vests After Year Three [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 3 years | ||
Restricted Stock and Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 10 | ||
Expected to be recognized over a weighted average period | 1 year 3 months 18 days | ||
Weighted average grant date fair value, Granted | $ 12.56 | $ 9.89 | $ 10.31 |
Fair value of shares vested | $ 3 | $ 2 | $ 3 |
Performance Shares [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value, Granted | $ 15.52 | ||
Performance-base restricted stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 3 years | ||
Unrecognized compensation costs | $ 6 | ||
Expected to be recognized over a weighted average period | 1 year | ||
Weighted average grant date fair value, Granted | $ 15.52 | $ 11.08 | $ 13.08 |
Performance-based awards granted, percentage, minimum threshold met | 0% | ||
Performance-based awards granted, percentage, maximum threshold met | 200% | ||
Vest-date fair value vested during period | $ 1 | $ 1 | |
Performance-base restricted stock [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vest-date fair value vested during period | $ 1 | ||
TSR metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 50% | ||
Performance based restricted stock awards goals over performance period | 3 years | ||
EBITDA metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 25% | ||
Performance based restricted stock awards goals over performance period | 3 years | ||
Return on Capital Employed (ROCE) metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 25% | ||
Performance based restricted stock awards goals over performance period | 3 years |
Stock-based Compensation and _4
Stock-based Compensation and Outstanding Awards - Significant Assumptions Used to Calculate the Grant Date Fair Market Values of Options Granted (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Valuation Assumptions: | |
Expected volatility | 61.30% |
Risk-free interest rate | 0.50% |
Expected term (in years) | 4 years 6 months |
Stock-based Compensation and _5
Stock-based Compensation and Outstanding Awards - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 2,562,000 |
Stock Options, Forfeited and Expired | shares | (408,000) |
Number of stock options exercised | shares | (142,000) |
Stock Options, Outstanding, Ending balance | shares | 2,012,000 |
Stock Options, Exercisable at December 31, 2021 | shares | 1,802,000 |
Weighted average exercise price, Outstanding, Beginning balance | $ / shares | $ 14.17 |
Weighted average exercise price, Forfeited and Expired | $ / shares | 19.31 |
Weighted average exercise price, Exercised | $ / shares | 10.98 |
Weighted average exercise price, Outstanding, Ending balance | $ / shares | 13.36 |
Weighted average exercise price, Exercisable at December 31, 2020 | $ / shares | $ 13.72 |
Weighted average remaining contractual term, Outstanding, Ending balance | 2 years 3 months 18 days |
Weighted average remaining contractual term, Exercisable at December 31, 2020 | 2 years |
Aggregate intrinsic value, Outstanding, Ending balance | $ | $ 2 |
Aggregate intrinsic value, Exercisable at December 31, 2020 | $ | $ 2 |
Stock-based Compensation and _6
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of RSAs and RSUs (Detail) - Restricted Stock and Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested shares, beginning balance | 1,514,000 | |||
Shares, Granted | 740,000 | |||
Shares, Vested | [1] | (273,000) | ||
Shares, Forfeited | (28,000) | |||
Nonvested shares, ending balance | 1,953,000 | 1,514,000 | ||
Weighted average grant date fair value, Nonvested beginning balance | $ 9.91 | |||
Weighted average grant date fair value, Granted | 12.56 | $ 9.89 | $ 10.31 | |
Weighted average grant date fair value, Vested | [1] | 9.87 | ||
Weighted average grant date fair value, Forfeited | 10.69 | |||
Weighted average grant date fair value, Nonvested ending balance | $ 10.91 | $ 9.91 | ||
[1] 58 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. |
Stock-based Compensation and _7
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of RSAs and RSUs (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2023 shares | |
Restricted Stock and Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares withheld and retired to satisfy minimum tax withholding | 58,000 |
Stock-based Compensation and _8
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of PSAs (Detail) - Performance Share (PSAs) Member] | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Nonvested shares, beginning balance | shares | 888,000 | |
Shares, Granted | shares | 283,000 | |
Shares, Vested | shares | (113,000) | [1] |
Shares, Forfeited | shares | (32,000) | |
Nonvested shares, ending balance | shares | 1,026,000 | |
Weighted average grant date fair value, Nonvested beginning balance | $ / shares | $ 12.09 | |
Weighted average grant date fair value, Granted | $ / shares | 15.52 | |
Weighted average grant date fair value, Vested | $ / shares | 11.18 | [1] |
Weighted average grant date fair value, Forfeited | $ / shares | 9.53 | |
Weighted average grant date fair value, Nonvested ending balance | $ / shares | $ 13.22 | |
[1] 34 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. |
Stock-based Compensation and _9
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of PSAs (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2023 shares | |
Performance Share (PSAs) Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares withheld and retired to satisfy minimum tax withholding | 34,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Employees Employee Pension_Plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of temporary employees | Employee | 100 | ||
Expenses for defined contribution plan | $ 6,000,000 | $ 5,000,000 | $ 1,000,000 |
Number of benefit plans, description | the Company sponsored two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased as of December 31, 2023. T | ||
Net periodic benefit cost | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
UK [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit plan | Pension_Plan | 2 | ||
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of employees | Employees | 2,475 | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 0 |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Benefit Obligation, Plan Assets and Funded Status of Defined Benefit Pension Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | $ 6 | |
Fair value of plan assets at end of year | 0 | $ 6 |
Pension Benefits | ||
Benefit obligation | ||
Benefit obligation at beginning of year | 4 | 8 |
Actuarial loss (gain) | 0 | (3) |
Plan settlements | (4) | 0 |
Foreign currency exchange rate changes | 0 | (1) |
Benefit obligation at end of year | 0 | 4 |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | 6 | 9 |
Actual return | 0 | (2) |
Plan settlements | (5) | 0 |
Foreign currency exchange rate changes and other | (1) | (1) |
Fair value of plan assets at end of year | 0 | 6 |
Funded status | 0 | 2 |
Accumulated benefit obligation at end of year | $ 0 | $ 4 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumption Rates Used for Benefit Obligations (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 0% | 4.10% |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 5.10% |
Employee Benefit Plans - Assu_2
Employee Benefit Plans - Assumption Rates Used for Net Periodic Benefit Costs (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 0.041% | 0.012% | 0.007% |
Expected return on assets: | 0.04% | 0.011% | 0.007% |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 0.051% | 0.018% | 0.012% |
Expected return on assets: | 0.0512% | 0.0222% | 0.0178% |
Employee Benefit Plans - Plan's
Employee Benefit Plans - Plan's Assets Carried at Fair Value (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 0 | $ 6 |
Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 0 |
Level 1 [Member] | Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 0 |
Level 1 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 0 |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Level 2 [Member] | Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 0 |
Level 2 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Level 3 [Member] | Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 0 | 3 |
Level 3 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 0 | $ 0 |
Transactions - Additional Infor
Transactions - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Acquisition | Dec. 31, 2022 USD ($) Acquisition | Dec. 31, 2021 USD ($) Acquisition | |
Transactions [Line Items] | |||
Number of acquisitions | Acquisition | 2 | 3 | 2 |
Purchase price consideration in cash | $ 33 | $ 80 | $ 119 |
Goodwill | 23 | 49 | 67 |
Goodwill recognized | 22 | ||
Intangible assets | 9 | 15 | 11 |
Change in fair value of contingent consideration liabilities | (13) | ||
Aggregate purchase price cash consideration, including working capital adjustments | $ 32 | 80 | 96 |
Contingent consideration | $ 0 | $ 23 |
Transactions - Summary of Purch
Transactions - Summary of Purchase Price Allocation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination, Consideration Transferred [Abstract] | |||
Cash | $ 32 | $ 80 | $ 96 |
Estimated fair value of contingent consideration | 0 | 23 | |
Net purchase price | 80 | 119 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Current assets other than cash | 11 | 7 | |
Property, plant and equipment | 10 | 36 | |
Customer relationships and other intangibles | 15 | 11 | |
Current liabilities | (5) | (2) | |
Total fair value of net assets acquired | 31 | 52 | |
Goodwill | $ 23 | $ 49 | $ 67 |
Transactions - Summary of Pur_2
Transactions - Summary of Purchase Price Allocation (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combinations [Abstract] | ||
Intangible assets amortization period | 8 years | 9 years |
Business acquisition, goodwill, expected income tax deductible amount | $ 49 | $ 41 |