Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NOW 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 | 110,558,831 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | DNOW | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-36325 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4191184 | ||
Entity Address, Address Line One | 7402 North Eldridge Parkway | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77041 | ||
City Area Code | 281 | ||
Local Phone Number | 823-4700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 42 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the Proxy Statement in connection with the 2022 Annual Meeting of Stockholders are incorporated in Part III of this report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 313,000,000 | $ 387,000,000 |
Receivables, net | 304,000,000 | 198,000,000 |
Inventories, net | 250,000,000 | 262,000,000 |
Prepaid and other current assets | 16,000,000 | 14,000,000 |
Total current assets | 883,000,000 | 861,000,000 |
Property, plant and equipment, net | 111,000,000 | 98,000,000 |
Deferred income taxes | 0 | 1,000,000 |
Goodwill | 67,000,000 | 0 |
Intangibles, net | 9,000,000 | 0 |
Other assets | 34,000,000 | 48,000,000 |
Total assets | 1,104,000,000 | 1,008,000,000 |
Current liabilities: | ||
Accounts payable | 235,000,000 | 172,000,000 |
Accrued liabilities | 112,000,000 | 95,000,000 |
Other current liabilities | 22,000,000 | 5,000,000 |
Total current liabilities | 369,000,000 | 272,000,000 |
Long-term operating lease liabilities | 17,000,000 | 25,000,000 |
Other long-term liabilities | 6,000,000 | 12,000,000 |
Total liabilities | 392,000,000 | 309,000,000 |
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; 110,558,831 and 109,951,610 shares issued and outstanding at December 31, 2021 and 2020, respectively | 1,000,000 | 1,000,000 |
Additional paid-in capital | 2,061,000,000 | 2,051,000,000 |
Accumulated deficit | (1,203,000,000) | (1,208,000,000) |
Accumulated other comprehensive loss | (147,000,000) | (145,000,000) |
Total stockholders' equity | 712,000,000 | 699,000,000 |
Total liabilities and stockholders' equity | $ 1,104,000,000 | $ 1,008,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 110,558,831 | 109,951,610 |
Common stock, shares outstanding | 110,558,831 | 109,951,610 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 1,632 | $ 1,619 | $ 2,951 |
Operating expenses: | |||
Cost of products | 1,275 | 1,327 | 2,365 |
Warehousing, selling and administrative | 341 | 391 | 541 |
Impairment and other charges | 7 | 321 | 128 |
Operating profit (loss) | 9 | (420) | (83) |
Other income (expense) | 3 | (10) | (10) |
Income (loss) before income taxes | 12 | (430) | (93) |
Income tax provision (benefit) | 7 | (3) | 4 |
Net income (loss) | $ 5 | $ (427) | $ (97) |
Earnings (loss) per share: | |||
Basic earnings (loss) per common share | $ 0.05 | $ (3.91) | $ (0.89) |
Diluted earnings (loss) per common share | $ 0.05 | $ (3.91) | $ (0.89) |
Weighted-average common shares outstanding, basic | 110,403,853 | 109,406,079 | 108,779,891 |
Weighted-average common shares outstanding, diluted | 110,494,941 | 109,406,079 | 108,779,891 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 5 | $ (427) | $ (97) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (2) | (17) | 15 |
Comprehensive income (loss) | $ 3 | $ (444) | $ (82) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 5 | $ (427) | $ (97) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 23 | 28 | 41 |
Provision for doubtful accounts | (2) | 9 | (2) |
Provision for inventory | 9 | 54 | 13 |
Impairment and other charges | 7 | 321 | 128 |
Other, net | 21 | 34 | 43 |
Change in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||
Receivables | (97) | 157 | 98 |
Inventories | 3 | 148 | 109 |
Prepaid and other current assets | (3) | 1 | 1 |
Accounts payable, accrued liabilities and other, net | 64 | (136) | (110) |
Net cash provided by (used in) operating activities | 30 | 189 | 224 |
Cash flows from investing activities: | |||
Business acquisitions, net of cash acquired | (96) | (8) | |
Net proceeds from sale of business | 26 | ||
Purchases of property, plant and equipment | (5) | (8) | (12) |
Other, net | 5 | 4 | (2) |
Net cash provided by (used in) investing activities | (96) | 22 | (22) |
Cash flows from financing activities: | |||
Borrowings under the revolving credit facility | 268 | ||
Repayments under the revolving credit facility | (400) | ||
Payments relating to finance leases and other, net | (6) | (8) | (6) |
Net cash provided by (used in) financing activities | (6) | (8) | (138) |
Effect of exchange rates on cash and cash equivalents | (2) | 1 | 3 |
Net change in cash and cash equivalents | (74) | 204 | 67 |
Cash and cash equivalents, beginning of period | 387 | 183 | 116 |
Cash and cash equivalents, end of period | $ 313 | 387 | 183 |
Supplemental disclosures of cash flow information: | |||
Income taxes paid, net | $ 2 | 7 | |
Interest paid | 5 | ||
Non-cash investing and financing activities: | |||
Accrued purchases of property, plant and equipment | $ 3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Retained Earnings (Deficit) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2018 | $ 1,214 | $ 2,034 | $ (678) | $ (143) | |||
Beginning balance, shares at Dec. 31, 2018 | 108,000,000 | ||||||
Beginning balance, Common stock value at Dec. 31, 2018 | $ 1 | ||||||
Net income (loss) | (97) | (97) | |||||
Stock-based compensation | 13 | 13 | |||||
Exercise of stock options | 2 | 2 | |||||
Vesting of restricted stock, shares | 1,000,000 | ||||||
Shares withheld for taxes | (3) | (3) | 0 | ||||
Other comprehensive income (loss) | 15 | 15 | |||||
Ending balance at Dec. 31, 2019 | 1,144 | $ (6) | 2,046 | (775) | $ (6) | (128) | |
Ending balance, shares at Dec. 31, 2019 | 109,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2019 | $ 1 | ||||||
Net income (loss) | (427) | (427) | |||||
Stock-based compensation | 6 | 6 | |||||
Vesting of restricted stock, shares | 1,000,000 | ||||||
Shares withheld for taxes | (1) | (1) | 0 | ||||
Other comprehensive income (loss) | (17) | (17) | |||||
Ending balance at Dec. 31, 2020 | 699 | 2,051 | (1,208) | (145) | |||
Ending balance, shares at Dec. 31, 2020 | 110,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2020 | 1 | $ 1 | |||||
Net income (loss) | 5 | 5 | |||||
Stock-based compensation | 8 | 8 | |||||
Exercise of stock options | $ 3 | 3 | |||||
Exercise of stock options, shares | 314,000 | ||||||
Vesting of restricted stock, shares | 1,000,000 | ||||||
Shares withheld for taxes | $ (1) | (1) | 0 | ||||
Other comprehensive income (loss) | (2) | (2) | |||||
Ending balance at Dec. 31, 2021 | 712 | $ 2,061 | $ (1,203) | $ (147) | |||
Ending balance, shares at Dec. 31, 2021 | 111,000,000 | ||||||
Ending balance, Common stock value at Dec. 31, 2021 | $ 1 | $ 1 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW 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 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 energy product offering is consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, utilities and renewables. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end user clients. NOW also provides supply chain and materials management solutions to the same markets where the Company sells products. NOW’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. Reclassification Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December 31, 2022. The Company is currently assessing the impact of ASU 2020-04 on its consolidated financial statements but does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. Inventories Inventories consist primarily of oilfield and industrial finished goods. Inventories 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, 2021 and 2020, the Company reported inventory of $ 250 million and $ 262 million , respectively (net of inventory reserves of $ 32 million and $ 39 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 conducts goodwill impairment testing annually in the fourth quarter of each fiscal year, and more frequently on an interim basis, when an event occurs or changes in circumstances indicate that the fair value of a reporting unit may have declined below its carrying value. Events or circumstances which could indicate a probable 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, 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. 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, capital expenditures, 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 were classified as level 3 inputs under the fair value hierarchy. The discount rates utilized to value the reporting units was 13.0 % for the year ended December 31, 2021 and were in the range of 11.5 % to 12.8 % for the year ended December 31, 2020. 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. 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 gain of $ 2 million and a loss of $ 1 million for the years ended December 31, 2021, 2020 and 2019 , 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. The majority of 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, distribution center and regional expenses (including costs such as compensation, benefits and rent), depreciation and corporate general expenses. Vendor Consideration The Company receives funds from vendors in the normal course of business, principally as a result of purchase volumes. Generally, these vendor funds do not represent the reimbursement of specific, incremental and identifiable costs incurred by the Company to sell the vendor’s product. Therefore, the Company treats these funds as a reduction of inventory when purchased and once these goods are sold to third parties the associated amount is credited to cost of products. The Company develops accrual rates for vendor consideration based on the provisions of the arrangements in place, historical trends, purchases and future expectations. Due to the complexity and diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded. Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met. 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. With the adoption of Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses", 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. No single customer represents more than 10 % of the Company’s revenue. Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by 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, contingent consideration, vendor consideration, stock-based compensation, pension plan obligations 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, 2021 | |
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, 2021 and 2020 , contracts assets were $ 1 million for 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, 2021 and 2020, contract liabilities were $ 27 million and $ 19 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. The increase in contract liabilities for the year ended December 31, 2021 , was primarily related to net customer deposits of approximately $ 20 million, partially offset by recognizing revenue of approximately $ 12 million that was deferred as of December 31, 2020. See Note 15 “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, 2021 | |
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, 2021 2020 2019 Allowance for doubtful accounts Beginning balance $ 28 $ 16 $ 27 Cumulative effect of accounting change — 6 — Additions (deductions) charged to expenses ( 2 ) 9 ( 2 ) Charge-offs and other ( 1 ) ( 3 ) ( 9 ) Ending balance $ 25 $ 28 $ 16 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 5. Property, Plant and Equipment, net Property, plant and equipment consist of ( in millions ): Estimated December 31, Useful Lives 2021 2020 Information technology assets 1 - 7 Years $ 48 $ 49 Operating equipment (1) 2 - 15 Years 129 101 Buildings and land (2) 5 - 35 Years 91 102 Construction in progress 3 1 Total property, plant and equipment 271 253 Less: accumulated depreciation ( 160 ) ( 155 ) Property, plant and equipment, net $ 111 $ 98 (1) Includes finance ROU assets. (2) Land has an indefinite life Depreciation expense was $ 21 million, $ 24 million and $ 22 million for the years ended December 31, 2021, 2020 and 2019, respectively. For the year ended December 31, 2021, the Company continued to rationalize its real estate footprint and sold certain facilities resulting in a net gain of approximately $ 3 million offset by an impairment of approximately $ 2 million related to the held-for-sale facilities in the U.S. reporting segment. These amounts were included in impairment and other charges in the consolidated statements of operations. As of December 31, 2021, the remaining held-for-sale properties were less than $ 1 million and were included in prepaid and other current assets in the consolidated balance sheets. For the year ended December 31, 2020, as the result of the recoverability testing of its long-lived assets, the Company recognized $ 4 million of impairment relating to property, plant and equipment, net in the International reporting segment. These charges were included in impairment and other charges in the consolidated statements of operations. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of ( in millions ): December 31, 2021 2020 Compensation and other related expenses $ 35 $ 27 Contract liabilities 27 19 Taxes (non-income) 12 10 Current portion of operating lease liabilities 15 17 Other 23 22 Total $ 112 $ 95 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill Goodwill is identified by segment as follows ( in millions ): United States Canada International Total Balance at December 31, 2019 (1) $ 125 $ 67 $ 53 $ 245 Impairment ( 125 ) ( 60 ) ( 45 ) ( 230 ) Foreign currency translation adjustments — ( 7 ) ( 8 ) ( 15 ) Balance at December 31, 2020 $ — $ — $ — $ — Additions 67 — — 67 Impairment — — — — Foreign currency translation adjustments — — — — Balance at December 31, 2021 $ 67 $ — $ — $ 67 (1) Net of prior years accumulated impairment of $ 393 million, $ 27 million and $ 54 million in the U.S., Canada and International segments, respectively. As of December 31, 2021, the Company had $ 67 million goodwill in its U.S. Process Solutions reporting unit and no goodwill in other reporting units. The Company performed its annual goodwill impairment test during the fourth quarter of 2021 resulting in no impairment. The calculated fair value of the U.S. Process Solutions reporting unit significantly exceeded its carrying value. During the first quarter of 2020, the Company’s market capitalization declined significantly driven by macroeconomic and geopolitical conditions including the collapse of oil prices caused by both surplus production and supply as well as the decrease in demand caused by the COVID-19 pandemic. Therefore, the Company performed an interim goodwill impairment test. As a result, for the quarter ended March 31, 2020 and the year ended December 31, 2020, the Company recognized $ 230 million goodwill impairment for both periods which was included in impairment and other charges in the consolidated statements of operations. The Company had no goodwill as of December 31, 2020. The Company performed its annual goodwill impairment test during the fourth quarter of 2019 and determined the fair value of the Canada and International reporting units was below their carrying value. As a result, the Company recognized $ 81 million of goodwill impairment which was included in impairment and other charges in the consolidated statements of operations. The impairment was primarily the result of actual declines in customer and rig activity and downward revisions to forecasted rig and customer spend activity occurring in the fourth quarter of 2019. No tax benefit was reported on the Company’s goodwill impairment for the years ended December 31, 2020 and 2019, as the goodwill impairment was either nondeductible for tax purposes or was subject to a valuation allowance. |
Intangibles, net
Intangibles, net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangibles, net | 8. Intangibles, net Identified intangible assets with determinable lives consist primarily of customer relationships, trade names, trademarks and patents, and non-compete agreements 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. During the fourth quarter of 2021, the Company recognized $2 million of impairment in the U.S. reporting segment for certain customer relationship intangible assets due to decline in customer activities. Such impairment was included in impairment and other charges in the consolidated statements of operations. During the first quarter of 2020, the results of the Company's test for impairment of goodwill and the other negative market indicators described in Note 7 “Goodwill” were a triggering event that indicated that its long-lived assets, including property, plant and equipment, operating ROU assets and intangible assets, were possibly impaired. As a result, for the quarter ended March 31, 2020 and the year ended December 31, 2020, the Company recognized $ 62 million and $ 22 million of impairment for intangible assets in the U.S. and International reporting segments, respectively. Such impairment was included in impairment and other charges in the consolidated statements of operations. During the fourth quarter of 2019, the Company made strategic decisions to discontinue the use of certain acquired trade names in order to eliminate branding dilution in the market and align the Company’s marketing around its DNOW brands. As of December 31, 2019, the Company completed the disposals of these trade names by abandonment and recognized $ 34 million and $4 million of impairment for intangible assets in the U.S. and International reporting segments, respectively. Such impairment was included in impairment and other charges in the consolidated statements of operations, representing the remaining carrying values of these specifically acquired intangible assets. As of December 31, 2021, identified intangible assets by major classification consist of the following ( in millions ): Accumulated Net Book Gross Amortization Value December 31, 2021: Customer relationships 9 ( 1 ) 8 Other 1 — 1 Total identified intangibles $ 10 $ ( 1 ) $ 9 As of December 31, 2020, identified intangible assets were less than $ 1 million. Amortization expense was $ 2 million, $ 4 million and $ 19 million for the years ended December 31, 2021, 2020, and 2019, 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 2022 $ 1 2023 1 2024 1 2025 1 2026 1 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows ( in millions ): Year Ended December 31, 2021 2020 2019 United States $ ( 9 ) $ ( 289 ) $ ( 12 ) Foreign 21 ( 141 ) ( 81 ) Income (loss) before income taxes $ 12 $ ( 430 ) $ ( 93 ) The provision (benefit) for income taxes for 2021, 2020 and 2019 consisted of the following ( in millions ): Year Ended December 31, 2021 2020 2019 U.S. Federal: Current $ — $ — $ — Deferred ( 1 ) — — ( 1 ) — — U.S. State: Current — — 1 Deferred — — — — — 1 Foreign: Current 7 1 5 Deferred 1 ( 4 ) ( 2 ) 8 ( 3 ) 3 Income tax provision (benefit) $ 7 $ ( 3 ) $ 4 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, 2021 2020 2019 Income tax provision (benefit) at federal statutory rate $ 3 $ ( 90 ) $ ( 19 ) Foreign tax rate differential 2 1 2 State income tax provision (benefit), net of federal benefit ( 1 ) ( 4 ) — Nondeductible expenses — 2 3 Investment in subsidiaries — — ( 9 ) Nondeductible goodwill impairment — 25 16 Change in valuation allowance 2 61 9 Other 1 2 2 Income tax provision (benefit) $ 7 $ ( 3 ) $ 4 Effective tax rate 54.8 % 0.6 % ( 4.4 )% 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, state income taxes and the change in valuation allowance recorded against deferred tax assets. 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. For the year ended December 31, 2020, the effective tax rate was impacted by nondeductible goodwill impairment. For the year ended December 31, 2019, the effective tax rate was also impacted by nondeductible goodwill impairment and recognition of deferred taxes related to outside basis differences in subsidiaries classified as held for sale. Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions ): December 31, 2021 2020 2019 Deferred tax assets: Allowances and operating liabilities $ 6 $ 3 $ 5 Net operating loss carryforwards 92 79 56 Foreign tax credit carryforwards 7 7 7 Allowance for doubtful accounts 4 5 2 Inventory reserve 10 13 9 Stock-based compensation 5 6 8 Intangible assets 57 66 28 Assets held-for-sale — — 4 Investment in subsidiaries — — 9 Capital loss carryforward 10 11 — Book over tax depreciation 5 5 4 Other 5 5 4 Total deferred tax assets $ 201 $ 200 $ 136 Deferred tax liabilities: Total deferred tax liabilities $ — $ — $ — Net deferred tax assets before valuation allowance 201 200 136 Valuation allowance ( 201 ) ( 199 ) ( 138 ) Net deferred tax assets (liabilities) $ — $ 1 $ ( 2 ) 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 remains in a three year cumulative loss position at the end of 2021. As a result, management believes that it is not more-likely-than-not that the Company would be able to realize the benefits of its deferred tax assets in the U.S., Canada and other foreign jurisdictions and accordingly recognized a valuation allowance for the year ended December 31, 2021. The change during the year in the valuation allowance was nil in the U.S. and $ 2 million in other foreign jurisdictions. 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, 2021, 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 2017 and outside the U.S. for the tax years ending after 2015. In the U.S., the Company has $ 366 million of federal net operating loss carryforwards as of December 31, 2021, of which $ 218 million will expire between 2036 through 2037 and $ 148 million have no expiration. The potential associated tax benefit of $ 77 million has been reduced by a $ 77 million valuation allowance. The Company has $ 200 million of state net operating loss carryforwards as of December 31, 2021, which will expire between 2022 through 2041 , with the majority expiring after 2034. The potential tax benefit of $ 11 million has been reduced by a $ 11 million valuation allowance. Outside the U.S., the Company has $ 19 million of net operating loss carryforwards as of December 31, 2021, of which $ 13 million have no expiration and $ 6 million will expire between 2022 and 2031 . The potential tax benefit of $ 4 million has been reduced by a $ 4 million valuation allowance. In addition to a reduction in future income tax expense, future income tax payments will also be reduced in the event the Company ultimately realizes the benefit of these net operating losses. As of December 31, 2021, 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 has been reduced by a $ 7 million valuation allowance. In addition to future income tax expense, future income tax payments will also be reduced in the event the Company ultimately realizes the benefit of these foreign tax credits. As of December 31, 2021, the amount of undistributed earnings of foreign subsidiaries was approximately $ 1 million. 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, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt On December 14, 2021 , the Company entered into an 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”). Effective with the amendment, 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, and the maturity is extended to December 14, 2026. 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 contains customary covenants, representations and warranties and events of default. The Company will be required to maintain a fixed charge coverage ratio 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, at (i) the base rate plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio); or (ii) the greater of LIBOR for the applicable interest period and zero, plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio). As part of the amendment, when the fixed charge coverage ratio (as defined in the Credit Facility) is less than or equal to 1.50 to 1.00, the applicable rate for borrowings of base rate loans and Eurocurrency rate loans decreases by 0.250 %. 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 pledged deposits in the U.S and Canada. As of December 31, 2021, the Company had no borrowings against the Credit Facility and had approximately $ 359 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 expiration date. The Company issued $ 5 million in letters of credit under the Credit Facility primarily for casualty insurance expiring in June 2022 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 11. 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 and recognized sublease income of approximately $ 2 million for the year ended December 31, 2021. 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, 2021 , the weighted-average remaining lease terms were approximately 3 years for operating leases and 7 years for finance leases, and the weighted-average discount rates were 5.9 % for operating leases and 5.1 % 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. For the year ended December 31, 2020, as the result of the recoverability testing of its long-lived assets, the Company recognized $ 2 million impairment for operating ROU assets in the U.S. and International reporting segments which was included in impairment and other charges in the consolidated statements of operations. Supplemental balance sheet information is as follows ( in millions ): December 31, Classification 2021 2020 Assets Operating Other assets $ 27 $ 41 Finance Property, plant and equipment, net 5 10 Total ROU assets $ 32 $ 51 Liabilities Current Operating Accrued liabilities $ 15 $ 17 Finance Other current liabilities 4 5 Long-term Operating Long-term operating lease liabilities 17 25 Finance Other long-term liabilities 3 6 Total lease liabilities $ 39 $ 53 Components of lease expense is as follows ( in millions ): Year Ended December 31, Classification 2021 2020 2019 Operating lease cost (1) Warehousing, selling and administrative $ 22 $ 26 $ 31 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 5 7 5 Short-term lease cost Warehousing, selling and administrative 5 6 7 Variable lease cost Warehousing, selling and administrative 2 2 3 (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 less than $ 1 million. Supplemental disclosure of cash flow information is as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 23 $ 27 $ 31 Financing cash flows from finance leases (1) 6 7 5 ROU assets obtained in exchange for new lease liabilities Operating $ 12 $ 10 $ 17 Finance — 2 20 (1) Interest payments from finance lease liabilities is less than $ 1 million. Maturity of lease liabilities as of December 31, 2021 were as follows ( in millions ): Operating Lease Finance Lease 2022 $ 18 $ 4 2023 11 2 2024 4 — 2025 1 — 2026 1 — Thereafter 1 2 Total future lease payments 36 8 Less: interest ( 4 ) ( 1 ) Present value of lease liabilities $ 32 $ 7 The Company assumed leases with certain former owners of acquired entities for premises utilized by the acquired entities in the performance of their operations. Most of these leases are renewable at the Company’s option and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. The aggregated rental expense was approximately $ 2 million for each year ended December 31, 2021, 2020, and 2019 , respectively. Total future commitments related to these acquired operating leases is approximately $ 2 million through 2023 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters. 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; however, in the Company’s opinion, any ultimate liability, to the extent not otherwise recorded or accrued for, will not materially affect the Company’s financial position, cash flow or results of operations. 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 experience. 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, 2021 , 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. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. 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 manage the foreign currency exchange rate risk. The derivative financial instruments the Company has entered into are forward exchange contracts which have terms of less than one year to economically hedge foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts. The purpose of the Company’s foreign currency hedging activities is to economically hedge the Company’s risk from changes in the fair value of nonfunctional currency denominated monetary accounts. 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 instrument 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, 2021 and 2020 , 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 in both periods. 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, 2021, 2020 and 2019 , the Company recorded a loss of $ 1 million, gain of $ 1 million and loss of $ 1 million, 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 $ 9 million, $ 8 million and $ 15 million as of December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 14. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows ( in millions ): Foreign Currency Translation Adjustments Balance at December 31, 2020 $ ( 145 ) Other comprehensive loss ( 2 ) Balance at December 31, 2021 $ ( 147 ) 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 (loss) in accordance with ASC Topic 830 “Foreign Currency Matters”. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | 15. Business Segments As of December 31, 2021, the Company had four operating segments – U.S. Energy, U.S. Process Solutions, Canada and International. Prior to 2020, the Company had five reporting units – U.S. Energy, U.S. Supply Chain, U.S. Process Solutions, Canada and International. The Company combined two operating segments in 2020 within the U.S. reportable segment, U.S. Energy and U.S. Supply Chain, to align with updates to the operational and management structure. Each of these two reporting units had zero goodwill prior to and after the combination. 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 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 115 locations in the U.S., which are geographically positioned to serve the upstream, midstream and downstream 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 20 countries and serves the needs of its international customers from approximately 25 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 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 2020 Revenue $ 1,153 $ 209 $ 257 $ 1,619 Operating loss ( 281 ) ( 60 ) ( 79 ) ( 420 ) Impairment and other charges 189 60 72 321 Depreciation and amortization 23 2 3 28 Property, plant and equipment, net 70 12 16 98 Total assets (1) 714 141 153 1,008 2019 Revenue $ 2,240 $ 319 $ 392 $ 2,951 Operating loss ( 6 ) ( 19 ) ( 58 ) ( 83 ) Impairment and other charges 43 27 58 128 Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 84 14 22 120 Total assets (1) 1,034 259 298 1,591 (1) Beginning in 2020, due to asset impairments and declining market conditions, reporting segment assets excluded inter-segment adjustments that were eliminated in the total assets in the consolidated balance sheets. Prior periods have been reclassified to conform with the current period presentation. The following table presents a comparison of the approximate sales mix in the principal product categories ( in millions ): Year Ended December 31, 2021 2020 2019 Product Category Drilling and production $ 423 $ 428 $ 711 Pipe 277 228 473 Valves 317 326 608 Fittings and flanges 285 287 524 Mill tool, MRO, safety and other 330 350 635 Total $ 1,632 $ 1,619 $ 2,951 |
Earnings (Loss) Per Share ("EPS
Earnings (Loss) Per Share ("EPS") | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share ("EPS") | 16. Earnings (Loss) Per Share (“EPS”) Basic EPS is based on net income (loss) 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 (loss) per share. For the year ended December 31, 2021, 2020 and 2019, a total of approximately 4 million , 6 million and 8 million , respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect or due to the Company recognizing a net loss for the period. Basic and diluted EPS are as follows ( in millions , except share data): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) attributable to the Company's stockholders $ 5 $ ( 427 ) $ ( 97 ) Denominator: Weighted average basic common shares outstanding 110,403,853 109,406,079 108,779,891 Effect of dilutive securities 91,088 — — Weighted average diluted common shares outstanding 110,494,941 109,406,079 108,779,891 Earnings (loss) per share attributable to the Company's stockholders: Basic $ 0.05 $ ( 3.91 ) $ ( 0.89 ) Diluted $ 0.05 $ ( 3.91 ) $ ( 0.89 ) Under ASC Topic 260, “Earnings Per Share,” the two-class method requires a portion of net income attributable to the Company 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 loss is not allocated to nonvested awards in periods the Company determines that those shares are not obligated to participate in losses. For the periods that the Company recognized net income, net income attributable to the Company allocated to these participating securities was excluded from net income attributable to the Company’s 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, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation and Outstanding Awards | 17. Stock-based Compensation and Outstanding Awards Under the terms of the NOW 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, 2021, 2020 and 2019 totaled $ 8 million, $ 6 million and $ 13 million, respectively. The tax effected benefit for share-based compensation arrangements was $ 2 million, $ 1 million, and $ 3 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Unvested stocks and awards associated with certain management employees who retired in 2020 were allowed to continue to vest after retirement for a period less than one year during the term in which such employees served as consultants to the Company. The Company accounted for this change as a Type III modification under ASC Topic 718 since the expectation of the award vesting changed from improbable to probable, resulting in a reduction of stock-based compensation expense based on the modification-date fair value for the year ended December 31, 2020. 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. The grant-date fair value of stock options is determined using the Black-Scholes framework. 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. For the stock options granted in 2021, 2020 and 2019 , the fair value of each option award was estimated on the date of grant using the Black-Scholes framework that uses the assumptions noted in the table below. 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: December 31, 2021 2020 2019 Valuation Assumptions: Expected volatility 61.3 % 43.7 % 43.7 % Risk-free interest rate 0.5 % 1.4 % 2.5 % Expected dividends (per share) $ — $ — $ — Expected term (in years) 4.5 4.5 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, 2020 4,386 $ 17.93 Granted 750 10.26 Forfeited and expired ( 1,208 ) 23.81 Exercised ( 314 ) 9.88 Other adjustment ( 18 ) 26.16 Outstanding as of December 31, 2021 3,596 $ 15.02 3.4 $ — Exercisable at December 31, 2021 2,379 $ 17.39 2.3 $ — The weighted average grant-date fair value of options granted for the years ended December 31, 2021, 2020 and 2019 was $ 5.03 , $ 3.59 and $ 6.02 , respectively. The total intrinsic value of options exercised for the years ended December 31, 2021, 2020 and 2019 was less than $ 1 million. As of December 31, 2021 , unrecognized compensation cost related to stock option awards was approximately $ 4 million, which is expected to be recognized over a weighted average period of 1.7 years. Cash received from exercises of stock options was $ 3 million for the year ended December 31, 2021. 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, 2020 634 $ 10.25 Granted 430 10.31 Vested (1) ( 281 ) 8.76 Forfeited ( 42 ) 11.43 Nonvested as of December 31, 2021 741 $ 10.79 (1) 54 thou sand 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 $ 10.31 , $ 8.78 and $ 13.42 for RSAs and RSUs granted for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 , unrecognized compensation cost related to RSAs and RSUs was $ 4 million, which is expected to be recognized over a weighted average period of 1.4 year. The total vest-date fair value of shares vested for the years ended December 31, 2021, 2020 and 2019 was $ 3 million, $ 4 million, and $ 12 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, 2020 315 $ 12.53 Granted 490 13.08 Vested (1) ( 94 ) 10.52 Forfeited ( 42 ) 10.32 Nonvested as of December 31, 2021 669 $ 13.35 (1) 28 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, 2021, 2020 and 2019 was $ 13.08 , $ 12.12 and $ 17.69 respectively. As of December 31, 2021 , unrecognized compensation cost related to PSAs was $ 4 million, which is expected to be recognized over a weighted average period of 1.7 years. The total vest-date fair value of PSAs vested for the year ended December 31, 2021, 2020 and 2019 was $ 1 million, less than $ 1 million, and $ 2 million, respectively. |
Employee Bargaining Agreements
Employee Bargaining Agreements and Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Pension Plans Defined Benefit Postretirement Plans And Defined Contribution Pension Plans Disclosure [Abstract] | |
Employee Bargaining Agreements and Benefit Plans | 18. Employee Benefit Plans At December 31, 2021, the Company had approximately 2,350 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, 2021, 2020 and 2019 , employer contributions for defined contribution plans were $ 1 million, $ 5 million and $ 13 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 As of December 31, 2021 , the Company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. Plan member benefits that have previously been accrued are indexed in line with inflation during the period up to retirement in order to protect their purchasing power. During 2020, the Company completed a lump-sum window in one plan, which allowed participants to elect a one-time voluntary lump sum payment in lieu of future pension payments. As a result of the lump-sum transaction, the Company recognized a settlement charge of approximately $ 3 million in other income (expense) in its consolidated statement of operations. For the remaining participants who did not elect the lump-sum distribution, the Company entered into a buy-in annuity contract in 2020, which is expected to transfer the remaining liability to the insurance provider when the remaining buy-out contract provisions are completed. In connection with these transactions, the Company made a voluntary cash contribution of $ 3 million in 2020. Net periodic benefit cost for the Company’s defined benefit plans aggregated less than $ 1 million, $ 6 million and less than $ 1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were included in other income (expense) in the consolidated statement of operations. Actuarial loss during 2020 was primarily attributable to the de-risking of the Company’s defined benefit plans including the lump-sum settlement and the purchase of the buy-in annuity contract. The Company immediately recognizes actuarial gains and losses in other income (expense). These gains and losses are generally measured annually and will normally be recorded in the fourth quarter, unless an earlier remeasurement is required. Should actual experience differ from actuarial assumptions, the projected pension benefit obligation and net pension cost would be affected in future years. 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, 2021 and 2020, are as follows ( in millions ): Pension Benefits At year end 2021 2020 Benefit obligation at beginning of year $ 9 $ 11 Actuarial loss (gain) 1 6 Plan settlements ( 2 ) ( 8 ) Benefit obligation at end of year $ 8 $ 9 Fair value of plan assets at beginning of year $ 11 $ 16 Company contributions — 3 Plan settlements ( 2 ) ( 8 ) Fair value of plan assets at end of year $ 9 $ 11 Funded status 1 2 Accumulated benefit obligation at end of year $ 8 $ 9 The net asset is presented within other assets in the consolidated balance sheets. The Company estimates 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 vary for the different plans according to the local economic conditions. The assumption rates used for benefit obligations are as follows: December 31, 2021 2020 Discount rate: 1.20 % - 1.80 % 0.70 % - 1.20 % The assumption rates used for net periodic benefit costs are as follows: December 31, 2021 2020 2019 Discount rate: 0.70 % - 1.20 % 2.00 % - 2.10 % 2.65 % - 2.90 % Expected return on assets: 0.70 % - 1.78 % 2.54 % - 3.03 % 3.02 % - 3.62 % In determining the overall expected long-term rate of return for plan assets, the Company takes into consideration the historical experience as well as future expectations of the asset mix involved. As different investments yield different returns, each asset category is reviewed individually and then weighted for significance in relation to the total portfolio. In the plan that purchased the annuity contract, the long-term rate of return is equal to the discount rate used to value the obligation. Both plans have plan assets in excess of projected benefit obligations. The Company expects to pay future benefit amounts on its defined benefit plans of less than $ 1 million for each of the next five years and in the aggregate $ 1 million for the five years thereafter. The Company does no t expect to contribute to its defined benefit pension plans in 2022. 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 are well-defined and monitored. Currently, the Company’s management believes that there are no significant concentrations of risk associated with plan assets. 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 (1) December 31, 2021: Annuity contract $ 5 $ — $ — $ 5 Other 4 1 3 — Total fair value measurements $ 9 $ 1 $ 3 $ 5 December 31, 2020: Annuity contract 6 — — 6 Other 5 1 4 — Total fair value measurements $ 11 $ 1 $ 4 $ 6 (1) Tran sfers of $ 6 million int o Level 3 in the fair value hierarchy consist of the buy-in annuity contract entered into during 2020. Fair value is estimated by adjusting the premium paid by movements in gilt yields during the reporting period. |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Transactions [Abstract] | |
Transactions | 19. Transactions Acquisitions 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, subject to working capital adjustments, and an estimated $ 23 million of contingent consideration if certain financial and profitability thresholds are achieved following the closing of the transactions. One acquisition has a maximum contingent payment of approximately $ 6 million based on a 3.25 -year earn-out period. The other acquisition has no maximum payment based on a 1 -year earn-out period for which the undiscounted estimated range of outcomes was $ 0 to $ 45 million. 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 has included the financial results of the acquisitions in its consolidated financial statements from the date of each acquisition. The fair value of acquisition-related contingent consideration liabilities was determined using the Monte Carlo simulation based on the Company's estimated future cash flow projections, the probability of achievement and the estimated discount rates, all of which were classified as level 3 inputs under the fair value hierarchy. For the year ended December 31, 2021, as a result of the timing of the earn-out periods, results to date and the remaining forecasts for the periods, the Company reduced the contingent consideration liabilities by approximately $ 10 million which was recognized as income in other income (expense) in the consolidated statements of operations. The fair value of contingent consideration as of December 31, 2021 was $ 13 million using a discount rate of 14 % and was included in other current liabilities in the consolidated balance sheets. Changes in business conditions or other events could significantly change the level 3 inputs, and therefore could result in material changes to the fair value of the contingent consideration. The Company performed its preliminary valuations as of the applicable acquisition dates of the acquired net assets and recognized estimated goodwill of $ 67 million and intangible assets of $ 11 million in the U.S. segment, which are subject to change. 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 following table summarizes the purchase price allocation detail ( in millions ): As initially reported Consideration transferred: Cash $ 96 Estimated fair value of contingent consideration 23 Net purchase price $ 119 Fair value of net assets acquired: Current assets other than cash $ 7 Property, plant and equipment 36 Customer relationships and other intangibles (1) 11 Other assets and liabilities, net ( 2 ) Total fair value of net assets acquired $ 52 Goodwill (2) $ 67 (1) Intangible assets acquired are amortized over a 9 -year weighted average period. (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 $ 54 million, subject to changes in the fair value of contingent consideration liability subsequent to the acquisition date. For the year ended December 31, 2019, the Company completed two acquisitions for a net purchase price consideration of approximately $ 8 million cash. These acquisitions expand NOW’s market in the U.S. The Company completed its valuations as of the acquisition date of the acquired net assets and recognized goodwill of $ 6 million and intangible assets of $ 2 million in the United States segment. The full amount of goodwill recognized is expected to be deductible for income tax purposes. Acquisition-related costs were less than $ 1 million for the year ended December 31, 2019. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. Divestitures As of December 31, 2019, as a result of strategic review of its assets, the Company decided to commit to a plan to divest a business that is primarily in the United States segment selling cutting tools to the aerospace and automotive markets. For the year ended December 31, 2019, the carrying value of the net assets held-for-sale was compared to the estimated fair value resulting in a $ 9 million impairment which was included in impairment and other charges in the consolidated statements of operations and the remaining $ 34 million of assets and $ 6 million of liabilities were classified as held-for-sale in the consolidated balance sheets. In the first quarter of 2020, the Company completed the sale of its held-for-sale business as of year-end 2019. During the fourth quarter of 2020, the Company completed the sale of a business that sells lighting solutions locally in the United Kingdom. Neither divestiture of business qualified to be a discontinued operation as it did not represent a strategic shift that would have a major effect on the Company’s operations and financial results. Both sales resulted in an aggregate loss of $ 1 million for the year ended December 31, 2020 and were included in impairment and other charges in the consolidated statements of operations, subject to customary purchase price adjustments as defined in the transaction agreements. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW 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 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 energy product offering is consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, utilities and renewables. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end user clients. NOW also provides supply chain and materials management solutions to the same markets where the Company sells products. NOW’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. |
Reclassification | Reclassification Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December 31, 2022. The Company is currently assessing the impact of ASU 2020-04 on its consolidated financial statements but does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
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 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. |
Inventories | Inventories Inventories consist primarily of oilfield and industrial finished goods. Inventories 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, 2021 and 2020, the Company reported inventory of $ 250 million and $ 262 million , respectively (net of inventory reserves of $ 32 million and $ 39 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 conducts goodwill impairment testing annually in the fourth quarter of each fiscal year, and more frequently on an interim basis, when an event occurs or changes in circumstances indicate that the fair value of a reporting unit may have declined below its carrying value. Events or circumstances which could indicate a probable 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, 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. 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, capital expenditures, 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 were classified as level 3 inputs under the fair value hierarchy. The discount rates utilized to value the reporting units was 13.0 % for the year ended December 31, 2021 and were in the range of 11.5 % to 12.8 % for the year ended December 31, 2020. |
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. 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 gain of $ 2 million and a loss of $ 1 million for the years ended December 31, 2021, 2020 and 2019 , 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. The majority of 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, distribution center and regional expenses (including costs such as compensation, benefits and rent), depreciation and corporate general expenses. |
Vendor Consideration | Vendor Consideration The Company receives funds from vendors in the normal course of business, principally as a result of purchase volumes. Generally, these vendor funds do not represent the reimbursement of specific, incremental and identifiable costs incurred by the Company to sell the vendor’s product. Therefore, the Company treats these funds as a reduction of inventory when purchased and once these goods are sold to third parties the associated amount is credited to cost of products. The Company develops accrual rates for vendor consideration based on the provisions of the arrangements in place, historical trends, purchases and future expectations. Due to the complexity and diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded. Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met. |
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. With the adoption of Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses", 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. No single customer represents more than 10 % of the Company’s revenue. |
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 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, contingent consideration, vendor consideration, stock-based compensation, pension plan obligations 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. |
Accumulated Other Comprehensive Income (Loss) | 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 (loss) in accordance with ASC Topic 830 “Foreign Currency Matters”. |
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, 2021 and 2020 , contracts assets were $ 1 million for 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, 2021 and 2020, contract liabilities were $ 27 million and $ 19 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. The increase in contract liabilities for the year ended December 31, 2021 , was primarily related to net customer deposits of approximately $ 20 million, partially offset by recognizing revenue of approximately $ 12 million that was deferred as of December 31, 2020. See Note 15 “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, 2021 | |
Receivables [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts was as follows ( in millions ): December 31, 2021 2020 2019 Allowance for doubtful accounts Beginning balance $ 28 $ 16 $ 27 Cumulative effect of accounting change — 6 — Additions (deductions) charged to expenses ( 2 ) 9 ( 2 ) Charge-offs and other ( 1 ) ( 3 ) ( 9 ) Ending balance $ 25 $ 28 $ 16 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of ( in millions ): Estimated December 31, Useful Lives 2021 2020 Information technology assets 1 - 7 Years $ 48 $ 49 Operating equipment (1) 2 - 15 Years 129 101 Buildings and land (2) 5 - 35 Years 91 102 Construction in progress 3 1 Total property, plant and equipment 271 253 Less: accumulated depreciation ( 160 ) ( 155 ) Property, plant and equipment, net $ 111 $ 98 (1) Includes finance ROU assets. (2) Land has an indefinite life |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of ( in millions ): December 31, 2021 2020 Compensation and other related expenses $ 35 $ 27 Contract liabilities 27 19 Taxes (non-income) 12 10 Current portion of operating lease liabilities 15 17 Other 23 22 Total $ 112 $ 95 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 (1) $ 125 $ 67 $ 53 $ 245 Impairment ( 125 ) ( 60 ) ( 45 ) ( 230 ) Foreign currency translation adjustments — ( 7 ) ( 8 ) ( 15 ) Balance at December 31, 2020 $ — $ — $ — $ — Additions 67 — — 67 Impairment — — — — Foreign currency translation adjustments — — — — Balance at December 31, 2021 $ 67 $ — $ — $ 67 (1) Net of prior years accumulated impairment of $ 393 million, $ 27 million and $ 54 million in the U.S., Canada and International segments, respectively. |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Identified Intangible Assets by Major Classification | As of December 31, 2021, identified intangible assets by major classification consist of the following ( in millions ): Accumulated Net Book Gross Amortization Value December 31, 2021: Customer relationships 9 ( 1 ) 8 Other 1 — 1 Total identified intangibles $ 10 $ ( 1 ) $ 9 |
Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale | Amortization expense was $ 2 million, $ 4 million and $ 19 million for the years ended December 31, 2021, 2020, and 2019, 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 2022 $ 1 2023 1 2024 1 2025 1 2026 1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United States $ ( 9 ) $ ( 289 ) $ ( 12 ) Foreign 21 ( 141 ) ( 81 ) Income (loss) before income taxes $ 12 $ ( 430 ) $ ( 93 ) |
Components of the Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for 2021, 2020 and 2019 consisted of the following ( in millions ): Year Ended December 31, 2021 2020 2019 U.S. Federal: Current $ — $ — $ — Deferred ( 1 ) — — ( 1 ) — — U.S. State: Current — — 1 Deferred — — — — — 1 Foreign: Current 7 1 5 Deferred 1 ( 4 ) ( 2 ) 8 ( 3 ) 3 Income tax provision (benefit) $ 7 $ ( 3 ) $ 4 |
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, 2021 2020 2019 Income tax provision (benefit) at federal statutory rate $ 3 $ ( 90 ) $ ( 19 ) Foreign tax rate differential 2 1 2 State income tax provision (benefit), net of federal benefit ( 1 ) ( 4 ) — Nondeductible expenses — 2 3 Investment in subsidiaries — — ( 9 ) Nondeductible goodwill impairment — 25 16 Change in valuation allowance 2 61 9 Other 1 2 2 Income tax provision (benefit) $ 7 $ ( 3 ) $ 4 Effective tax rate 54.8 % 0.6 % ( 4.4 )% 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, state income taxes and the change in valuation allowance recorded against deferred tax assets. 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 Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions ): December 31, 2021 2020 2019 Deferred tax assets: Allowances and operating liabilities $ 6 $ 3 $ 5 Net operating loss carryforwards 92 79 56 Foreign tax credit carryforwards 7 7 7 Allowance for doubtful accounts 4 5 2 Inventory reserve 10 13 9 Stock-based compensation 5 6 8 Intangible assets 57 66 28 Assets held-for-sale — — 4 Investment in subsidiaries — — 9 Capital loss carryforward 10 11 — Book over tax depreciation 5 5 4 Other 5 5 4 Total deferred tax assets $ 201 $ 200 $ 136 Deferred tax liabilities: Total deferred tax liabilities $ — $ — $ — Net deferred tax assets before valuation allowance 201 200 136 Valuation allowance ( 201 ) ( 199 ) ( 138 ) Net deferred tax assets (liabilities) $ — $ 1 $ ( 2 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information is as follows ( in millions ): December 31, Classification 2021 2020 Assets Operating Other assets $ 27 $ 41 Finance Property, plant and equipment, net 5 10 Total ROU assets $ 32 $ 51 Liabilities Current Operating Accrued liabilities $ 15 $ 17 Finance Other current liabilities 4 5 Long-term Operating Long-term operating lease liabilities 17 25 Finance Other long-term liabilities 3 6 Total lease liabilities $ 39 $ 53 |
Components of Lease Expense | Components of lease expense is as follows ( in millions ): Year Ended December 31, Classification 2021 2020 2019 Operating lease cost (1) Warehousing, selling and administrative $ 22 $ 26 $ 31 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 5 7 5 Short-term lease cost Warehousing, selling and administrative 5 6 7 Variable lease cost Warehousing, selling and administrative 2 2 3 (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 less than $ 1 million. |
Supplemental Cash Flow Information | Supplemental disclosure of cash flow information is as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 23 $ 27 $ 31 Financing cash flows from finance leases (1) 6 7 5 ROU assets obtained in exchange for new lease liabilities Operating $ 12 $ 10 $ 17 Finance — 2 20 (1) Interest payments from finance lease liabilities is less than $ 1 million. |
Maturity of Lease Liabilities | Maturity of lease liabilities as of December 31, 2021 were as follows ( in millions ): Operating Lease Finance Lease 2022 $ 18 $ 4 2023 11 2 2024 4 — 2025 1 — 2026 1 — Thereafter 1 2 Total future lease payments 36 8 Less: interest ( 4 ) ( 1 ) Present value of lease liabilities $ 32 $ 7 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Balance at December 31, 2020 $ ( 145 ) Other comprehensive loss ( 2 ) Balance at December 31, 2021 $ ( 147 ) |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 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 2020 Revenue $ 1,153 $ 209 $ 257 $ 1,619 Operating loss ( 281 ) ( 60 ) ( 79 ) ( 420 ) Impairment and other charges 189 60 72 321 Depreciation and amortization 23 2 3 28 Property, plant and equipment, net 70 12 16 98 Total assets (1) 714 141 153 1,008 2019 Revenue $ 2,240 $ 319 $ 392 $ 2,951 Operating loss ( 6 ) ( 19 ) ( 58 ) ( 83 ) Impairment and other charges 43 27 58 128 Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 84 14 22 120 Total assets (1) 1,034 259 298 1,591 (1) Beginning in 2020, due to asset impairments and declining market conditions, reporting segment assets excluded inter-segment adjustments that were eliminated in the total assets in the consolidated balance sheets. Prior periods have been reclassified to conform with the current period presentation. |
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, 2021 2020 2019 Product Category Drilling and production $ 423 $ 428 $ 711 Pipe 277 228 473 Valves 317 326 608 Fittings and flanges 285 287 524 Mill tool, MRO, safety and other 330 350 635 Total $ 1,632 $ 1,619 $ 2,951 |
Earnings (Loss) Per Share ("E_2
Earnings (Loss) Per Share ("EPS") (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Numerator: Net income (loss) attributable to the Company's stockholders $ 5 $ ( 427 ) $ ( 97 ) Denominator: Weighted average basic common shares outstanding 110,403,853 109,406,079 108,779,891 Effect of dilutive securities 91,088 — — Weighted average diluted common shares outstanding 110,494,941 109,406,079 108,779,891 Earnings (loss) per share attributable to the Company's stockholders: Basic $ 0.05 $ ( 3.91 ) $ ( 0.89 ) Diluted $ 0.05 $ ( 3.91 ) $ ( 0.89 ) |
Stock-based Compensation and _2
Stock-based Compensation and Outstanding Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Significant Assumptions Used to Calculate the Grant Date Fair Market Values of Options Granted | For the stock options granted in 2021, 2020 and 2019 , the fair value of each option award was estimated on the date of grant using the Black-Scholes framework that uses the assumptions noted in the table below. December 31, 2021 2020 2019 Valuation Assumptions: Expected volatility 61.3 % 43.7 % 43.7 % Risk-free interest rate 0.5 % 1.4 % 2.5 % Expected dividends (per share) $ — $ — $ — Expected term (in years) 4.5 4.5 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, 2020 4,386 $ 17.93 Granted 750 10.26 Forfeited and expired ( 1,208 ) 23.81 Exercised ( 314 ) 9.88 Other adjustment ( 18 ) 26.16 Outstanding as of December 31, 2021 3,596 $ 15.02 3.4 $ — Exercisable at December 31, 2021 2,379 $ 17.39 2.3 $ — |
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, 2020 634 $ 10.25 Granted 430 10.31 Vested (1) ( 281 ) 8.76 Forfeited ( 42 ) 11.43 Nonvested as of December 31, 2021 741 $ 10.79 (1) 54 thou sand 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, 2020 315 $ 12.53 Granted 490 13.08 Vested (1) ( 94 ) 10.52 Forfeited ( 42 ) 10.32 Nonvested as of December 31, 2021 669 $ 13.35 (1) 28 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. |
Employee Bargaining Agreement_2
Employee Bargaining Agreements and Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, are as follows ( in millions ): Pension Benefits At year end 2021 2020 Benefit obligation at beginning of year $ 9 $ 11 Actuarial loss (gain) 1 6 Plan settlements ( 2 ) ( 8 ) Benefit obligation at end of year $ 8 $ 9 Fair value of plan assets at beginning of year $ 11 $ 16 Company contributions — 3 Plan settlements ( 2 ) ( 8 ) Fair value of plan assets at end of year $ 9 $ 11 Funded status 1 2 Accumulated benefit obligation at end of year $ 8 $ 9 |
Assumption Rates Used for Benefit Obligations | The assumption rates used for benefit obligations are as follows: December 31, 2021 2020 Discount rate: 1.20 % - 1.80 % 0.70 % - 1.20 % |
Assumption Rates Used for Net Periodic Benefit Costs | The assumption rates used for net periodic benefit costs are as follows: December 31, 2021 2020 2019 Discount rate: 0.70 % - 1.20 % 2.00 % - 2.10 % 2.65 % - 2.90 % Expected return on assets: 0.70 % - 1.78 % 2.54 % - 3.03 % 3.02 % - 3.62 % |
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 (1) December 31, 2021: Annuity contract $ 5 $ — $ — $ 5 Other 4 1 3 — Total fair value measurements $ 9 $ 1 $ 3 $ 5 December 31, 2020: Annuity contract 6 — — 6 Other 5 1 4 — Total fair value measurements $ 11 $ 1 $ 4 $ 6 (1) Tran sfers of $ 6 million int o Level 3 in the fair value hierarchy consist of the buy-in annuity contract entered into during 2020. Fair value is estimated by adjusting the premium paid by movements in gilt yields during the reporting period. |
Transactions (Tables)
Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The following table summarizes the purchase price allocation detail ( in millions ): As initially reported Consideration transferred: Cash $ 96 Estimated fair value of contingent consideration 23 Net purchase price $ 119 Fair value of net assets acquired: Current assets other than cash $ 7 Property, plant and equipment 36 Customer relationships and other intangibles (1) 11 Other assets and liabilities, net ( 2 ) Total fair value of net assets acquired $ 52 Goodwill (2) $ 67 (1) Intangible assets acquired are amortized over a 9 -year weighted average period. (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 $ 54 million, subject to changes in the fair value of contingent consideration liability subsequent to the acquisition date. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021CountryGeographicMarket | |
Impact Of Cash Flow Classification Error [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, 2021USD ($)ReportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Inventories, net | $ 250 | $ 262 | |
Net of inventory reserves | $ 32 | 39 | |
Number of reporting units | ReportingUnit | 4 | ||
Discount rates utilized for reporting unit fair value valuation | 13.00% | ||
Foreign currency transactions gain (loss) | $ (1) | $ 2 | $ (1) |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue | 10.00% | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Discount rates utilized for reporting unit fair value valuation | 11.50% | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Discount rates utilized for reporting unit fair value valuation | 12.80% |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Contract liabilities | $ 27 | $ 19 |
Deferred revenue | 12 | |
Decrease in contract liabilities for net customer deposits and credits | 20 | |
Receivables, Net [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets | $ 1 | $ 1 |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Amortization period of revenue recognized | 1 year |
Receivables, net - Rollforward
Receivables, net - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 28 | $ 16 | $ 27 |
Additions (deductions) charged to expenses | (2) | 9 | (2) |
Charge-offs and other | (1) | (3) | (9) |
Ending balance | 25 | 28 | 16 |
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 0 | $ 6 | $ 0 |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member |
Ending balance | $ 0 | $ 6 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 271 | $ 253 | |
Less: accumulated depreciation | (160) | (155) | |
Property, plant and equipment, net | 111 | 98 | $ 120 |
Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 48 | 49 | |
Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 129 | 101 | |
Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 91 | 102 | |
Construction in Progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 3 | $ 1 | |
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) | 12 Months Ended |
Dec. 31, 2021 | |
Land [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Lives | indefinite life |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||
Depreciation expense | $ 21 | $ 24 | $ 22 |
Real Estate Footprint Rationalization Gain (Loss) | 3 | ||
Impairment of property, plant and equipment, net | 2 | $ 4 | |
Property, plant and equipment held for sale | $ 1 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation and other related expenses | $ 35 | $ 27 |
Contract liabilities | 27 | 19 |
Taxes (non-income) | 12 | 10 |
Current portion of operating lease liabilities | 15 | 17 |
Other | 23 | 22 |
Total | $ 112 | $ 95 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Identified by Segment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | $ 245,000,000 | $ 0 | $ 245,000,000 | |
Additions | 67,000,000 | |||
Impairment | (230,000,000) | 0 | (230,000,000) | $ (81,000,000) |
Foreign currency translation adjustments | (15,000,000) | |||
Goodwill, Ending balance | 67,000,000 | 0 | 245,000,000 | |
United States [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | 125,000,000 | 125,000,000 | ||
Additions | 67,000,000 | |||
Impairment | (125,000,000) | |||
Goodwill, Ending balance | $ 67,000,000 | 125,000,000 | ||
Canada [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | 67,000,000 | 67,000,000 | ||
Impairment | (60,000,000) | |||
Foreign currency translation adjustments | (7,000,000) | |||
Goodwill, Ending balance | 67,000,000 | |||
International [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | $ 53,000,000 | 53,000,000 | ||
Impairment | (45,000,000) | |||
Foreign currency translation adjustments | $ (8,000,000) | |||
Goodwill, Ending balance | $ 53,000,000 |
Goodwill - Summary of Goodwil_2
Goodwill - Summary of Goodwill Identified by Segment (Parenthetical) (Detail) $ in Millions | Dec. 31, 2019USD ($) |
United States [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | $ 393 |
Canada [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | 27 |
International [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | $ 54 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 230,000,000 | $ 0 | $ 230,000,000 | $ 81,000,000 |
Goodwill | $ 67,000,000 | 0 | 245,000,000 | |
Goodwill impairment tax benefit | $ 0 | $ 0 |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)ReportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||||
Number of reporting units | ReportingUnit | 4 | |||
Identified intangible assets | $ 9,000,000 | $ 0 | ||
Amortization Of Intangible Assets | $ 2,000,000 | 4,000,000 | $ 19,000,000 | |
Maximum [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Identified intangible assets | 1,000,000 | |||
United States [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 62,000,000 | $ 34,000,000 | ||
International [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 22,000,000 |
Intangibles, Net - Identified I
Intangibles, Net - Identified Intangible Assets by Major Classification (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10 | |
Accumulated Amortization | (1) | |
Net Book Value | 9 | $ 0 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9 | |
Accumulated Amortization | (1) | |
Net Book Value | 8 | |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1 | |
Accumulated Amortization | 0 | |
Net Book Value | $ 1 |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2022 | $ 1 |
2023 | 1 |
2024 | 1 |
2025 | 1 |
2026 | $ 1 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (9) | $ (289) | $ (12) |
Foreign | 21 | (141) | (81) |
Income (loss) before income taxes | $ 12 | $ (430) | $ (93) |
Income Taxes - Components of th
Income Taxes - Components of the Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
U.S. Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | (1) | 0 | 0 |
U.S. Federal, Total | (1) | 0 | 0 |
U.S. State: | |||
Current | 0 | 1 | |
Deferred | 0 | 0 | |
U.S. State, Total | 0 | 1 | |
Foreign: | |||
Current | 7 | 1 | 5 |
Deferred | 1 | (4) | (2) |
Foreign, Total | 8 | (3) | 3 |
Income tax provision (benefit) | $ 7 | $ (3) | $ 4 |
Income Taxes - Difference Betwe
Income Taxes - Difference Between Effective Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) at federal statutory rate | $ 3 | $ (90) | $ (19) |
Foreign tax rate differential | 2 | 1 | 2 |
State income tax provision (benefit), net of federal benefit | (1) | (4) | 0 |
Nondeductible expenses | 0 | 2 | 3 |
Investment in subsidiaries | 9 | ||
Nondeductible goodwill impairment | 25 | 16 | |
Change in valuation allowance | 2 | 61 | 9 |
Other | 1 | 2 | 2 |
Income tax provision (benefit) | $ 7 | $ (3) | $ 4 |
Effective tax rate | 54.80% | 0.60% | (4.40%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Allowances and operating liabilities | $ 6 | $ 3 | $ 5 |
Net operating loss carryforwards | 92 | 79 | 56 |
Foreign tax credit carryforwards | 7 | 7 | 7 |
Allowance for doubtful accounts | 4 | 5 | 2 |
Inventory reserve | 10 | 13 | 9 |
Stock-based compensation | 5 | 6 | 8 |
Intangible assets | 57 | 66 | 28 |
Assets held-for-sale | 0 | 4 | |
Investment in subsidiaries | 0 | 9 | |
Capital Loss Carryforward | 10 | 11 | |
Book over tax depreciation | 5 | 5 | 4 |
Other | 5 | 5 | 4 |
Total deferred tax assets | 201 | 200 | 136 |
Deferred tax liabilities: | |||
Total deferred tax liabilities | 0 | 0 | 0 |
Net deferred tax assets before valuation allowance | 201 | 200 | 136 |
Valuation Allowance | 201 | 199 | 138 |
Net deferred tax assets | $ 0 | $ 1 | |
Net deferred tax liabilities | $ (2) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Income Tax [Line Items] | |||
Cumulative Loss Position Period | 3 years | ||
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
Operating loss carryforwards | 148,000,000 | ||
Valuation Allowance | 201,000,000 | 199,000,000 | 138,000,000 |
Valuation allowance | 4,000,000 | 7,000,000 | |
Foreign tax credit carryforwards | $ 7,000,000 | 7,000,000 | $ 7,000,000 |
Undistributed earnings | 1,000,000 | ||
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 | $ 366,000,000 | ||
Operating Loss Carryforwards with expiration date | 218,000,000 | ||
Deferred tax benefit | 77,000,000 | ||
Valuation Allowance | $ 77,000,000 | ||
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 | $ 200,000,000 | ||
Deferred tax benefit | 11,000,000 | ||
Valuation allowance | $ 11,000,000 | ||
State [Member] | Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2022 | ||
State [Member] | Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2041 | ||
Foreign Country [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards | $ 19,000,000 | ||
Operating Loss Carryforwards with expiration date | 6,000,000 | ||
Operating Loss Carryforwards without expiration date | 13,000,000 | ||
Valuation allowance | $ 4,000,000 | $ 7,000,000 | |
Foreign Country [Member] | Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2022 | ||
Foreign Country [Member] | Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2031 | ||
U.S. [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | $ 0 | ||
Other Foreign Jurisdictions [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | $ 2,000,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 14, 2021 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Agreement date | Dec. 14, 2021 | |
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 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 | 10.00% | |
Minimum amount of credit facility required to maintain coverage ratio | $ 25,000,000 | $ 40,000,000 |
Fixed charge coverage ratio | 100.00% | |
Euro Currency Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.25% | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | 0 | |
Line of Credit Facility, Available Borrowing Capacity | $ 359,000,000 | |
Line Of credit Unused Capacity Percentage | 99.00% | |
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] | ||
Fixed charge coverage ratio | 150.00% | |
Unused portion of commitment fee range | 0.375% | |
Canadian Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 50,000,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Sublease Income | $ 2 | ||
Operating lease weighted average remaining term | 3 years | ||
Finance lease weighted average remaining term | 7 years | ||
Operating lease weighted-average discount rates | 5.90% | ||
Finance lease weighted-average discount rates | 5.10% | ||
Impairment of operating right-of-use assets | $ 2 | ||
Total future lease commitments | 36 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Lessee Lease Description [Line Items] | |||
Rental expense | 2 | $ 2 | $ 2 |
Total future lease commitments | $ 2 | ||
Operating leases, expiry year | 2023 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use assets | $ 27 | $ 41 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets [Member] | Other Assets [Member] |
Finance lease, right-of-use assets | $ 5 | $ 10 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment [Member] | Property, Plant and Equipment [Member] |
Total ROU assets | $ 32 | $ 51 |
Current operating lease liability | $ 15 | $ 17 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities [Member] | Accrued Liabilities [Member] |
Current finance lease liability | $ 4 | $ 5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Current Liabilities [Member] | Other Current Liabilities [Member] |
Long-term operating lease liabilities | $ 17 | $ 25 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long Term Operating Lease Liabilities [Member] | Long Term Operating Lease Liabilities [Member] |
Long-term finance lease liability | $ 3 | $ 6 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Regulatory Assets (Liabilities) [Member] | Other Regulatory Assets (Liabilities) [Member] |
Total lease liabilities | $ 39 | $ 53 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - Warehousing, Selling and Administrative [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Operating lease cost | $ 22 | $ 26 | $ 31 |
Finance lease ROU asset depreciation | 5 | 7 | 5 |
Short-term lease cost | 5 | 6 | 7 |
Variable lease cost | $ 2 | $ 2 | $ 3 |
Leases - Components of Lease _2
Leases - Components of Lease Expense (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 23 | $ 27 | $ 31 |
Financing cash flows from finance leases | 6 | 7 | 5 |
ROU assets obtained in exchange for new lease liabilities | |||
Operating | 12 | 10 | 17 |
Finance | $ 0 | $ 2 | $ 20 |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Interest payments from finance lease liabilities | $ 1 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2022 | $ 18 |
2023 | 11 |
2024 | 4 |
2025 | 1 |
2026 | 1 |
Thereafter | 1 |
Total future lease payments | 36 |
Less: interest | (4) |
Present value of lease liabilities | 32 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2022 | 4 |
2023 | 2 |
2024 | 0 |
2026 | 0 |
Thereafter | 2 |
Total future lease payments | 8 |
Less: interest | (1) |
Present value of lease liabilities | $ 7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, notional amount | $ 9 | $ 8 | $ 15 |
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) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (145) | ||
Other comprehensive loss | (2) | $ (17) | $ 15 |
Accumulated other comprehensive income (loss), Ending balance | (147) | (145) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated other comprehensive income (loss), Beginning balance | (145) | ||
Other comprehensive loss | (2) | (17) | $ 15 |
Accumulated other comprehensive income (loss), Ending balance | $ (147) | $ (145) |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021LocationSegmentCountry | |
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 | 115 |
Canada [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 40 |
International [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 25 |
Number of countries | Country | 20 |
Business Segments - Summary of
Business Segments - Summary of Financial Information of Company's Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,632 | $ 1,619 | $ 2,951 |
Operating profit (loss) | 9 | (420) | (83) |
Impairment and other charges | 7 | 321 | 128 |
Depreciation and amortization | 23 | 28 | 41 |
Property, plant and equipment, net | 111 | 98 | 120 |
Total assets | 1,104 | 1,008 | 1,591 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,163 | 1,153 | 2,240 |
Operating profit (loss) | (8) | (281) | (6) |
Impairment and other charges | 6 | 189 | 43 |
Depreciation and amortization | 20 | 23 | 30 |
Property, plant and equipment, net | 86 | 70 | 84 |
Total assets | 787 | 714 | 1,034 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 249 | 209 | 319 |
Operating profit (loss) | 17 | (60) | (19) |
Impairment and other charges | 1 | 60 | 27 |
Depreciation and amortization | 2 | 2 | 2 |
Property, plant and equipment, net | 11 | 12 | 14 |
Total assets | 168 | 141 | 259 |
International [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 220 | 257 | 392 |
Operating profit (loss) | (79) | (58) | |
Impairment and other charges | 72 | 58 | |
Depreciation and amortization | 1 | 3 | 9 |
Property, plant and equipment, net | 14 | 16 | 22 |
Total assets | $ 149 | $ 153 | $ 298 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | $ 1,632 | $ 1,619 | $ 2,951 |
Drilling and Production [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 423 | 428 | 711 |
Pipe [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 277 | 228 | 473 |
Valves [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 317 | 326 | 608 |
Fittings and Flanges [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | 285 | 287 | 524 |
Mill Tool, MRO, Safety and Other [Member] | |||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||
Total Revenues | $ 330 | $ 350 | $ 635 |
Earnings (Loss) Per Share ("E_3
Earnings (Loss) Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities excluded from Computation of Earnings Per Share | 4 | 6 | 8 |
Earnings (Loss) Per Share ("E_4
Earnings (Loss) Per Share ("EPS") - Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) attributable to the Company | $ 5 | $ (427) | $ (97) |
Net income (loss) attributable to the Company's stockholders | $ (5) | $ (427) | $ (97) |
Denominator: | |||
Weighted-average common shares outstanding, basic | 110,403,853 | 109,406,079 | 108,779,891 |
Effect of dilutive securities | 91,088 | ||
Weighted average diluted common shares outstanding | 110,494,941 | 109,406,079 | 108,779,891 |
Basic | $ 0.05 | $ (3.91) | $ (0.89) |
Diluted | $ 0.05 | $ (3.91) | $ (0.89) |
Stock-based Compensation and _3
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 8,000,000 | $ 6,000,000 | $ 13,000,000 |
Tax effected benefit for share-based compensation arrangements | $ 2,000,000 | $ 1,000,000 | $ 3,000,000 |
Share-based compensation arrangement by share-based payment award, options, contractual term | 3 years 4 months 24 days | ||
Weighted-average grant-date fair value of options granted | $ 5.03 | $ 3.59 | $ 6.02 |
Exercise of stock options | $ 3,000,000 | $ 2,000,000 | |
Number of stock options exercised | 314,000 | ||
Vest-date fair value vested during period | 2,000,000 | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value, Exercised or settled | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Maximum [Member] | Management Employees [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 1 year | ||
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 3 years | ||
Unrecognized compensation costs | $ 4,000,000 | ||
Exercise of stock options | $ 3,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 8 months 12 days | ||
Stock Options [Member] | 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 | ||
Stock Options [Member] | 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 | $ 4,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 4 months 24 days | ||
Weighted average grant date fair value, Granted | $ 10.31 | $ 8.78 | $ 13.42 |
Fair value of shares vested | $ 3,000,000 | $ 4,000,000 | $ 12,000,000 |
Performance Shares [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value, Granted | $ 13.08 | ||
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 | $ 4,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 8 months 12 days | ||
Weighted average grant date fair value, Granted | $ 13.08 | $ 12.12 | $ 17.69 |
Performance-based awards granted, percentage, minimum threshold met | 0.00% | ||
Performance-based awards granted, percentage, maximum threshold met | 200.00% | ||
Vest-date fair value vested during period | $ 1,000,000 | ||
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 | $ 1,000,000 | ||
TSR metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 50.00% | ||
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 | 25.00% | ||
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 | 25.00% | ||
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 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Assumptions: | |||
Expected volatility | 61.30% | 43.70% | 43.70% |
Risk-free interest rate | 0.50% | 1.40% | 2.50% |
Expected term (in years) | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Stock-based Compensation and _5
Stock-based Compensation and Outstanding Awards - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 4,386,000 |
Stock Options, Granted | shares | 750,000 |
Stock Options, Forfeited and Expired | shares | (1,208,000) |
Number of stock options exercised | shares | 314,000 |
Other adjustment | shares | 18,000 |
Stock Options, Outstanding, Ending balance | shares | 3,596,000 |
Stock Options, Exercisable at December 31, 2021 | shares | 2,379,000 |
Weighted average exercise price, Outstanding, Beginning balance | $ / shares | $ 17.93 |
Weighted average exercise price, Granted | $ / shares | 10.26 |
Weighted average exercise price, Forfeited and Expired | $ / shares | 23.81 |
Weighted average exercise price, Exercised | $ / shares | 9.88 |
Weighted average adjusted price, Other Adjustment | $ / shares | 26.16 |
Weighted average exercise price, Outstanding, Ending balance | $ / shares | 15.02 |
Weighted average exercise price, Exercisable at December 31, 2020 | $ / shares | $ 17.39 |
Weighted average remaining contractual term, Outstanding, Ending balance | 3 years 4 months 24 days |
Weighted average remaining contractual term, Exercisable at December 31, 2020 | 2 years 3 months 18 days |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested shares, beginning balance | 634,000 | ||
Shares, Granted | 430,000 | ||
Shares, Vested | (281,000) | ||
Shares, Forfeited | (42,000) | ||
Nonvested shares, ending balance | 741,000 | 634,000 | |
Weighted average grant date fair value, Nonvested beginning balance | $ 10.25 | ||
Weighted average grant date fair value, Granted | 10.31 | $ 8.78 | $ 13.42 |
Weighted average grant date fair value, Vested | 8.76 | ||
Weighted average grant date fair value, Forfeited | 11.43 | ||
Weighted average grant date fair value, Nonvested ending balance | $ 10.79 | $ 10.25 |
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, 2021shares | |
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 | 54,000 |
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, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested shares, beginning balance | shares | 315,000 |
Shares, Granted | shares | 490,000 |
Shares, Vested | shares | (94,000) |
Shares, Forfeited | shares | (42,000) |
Nonvested shares, ending balance | shares | 669,000 |
Weighted average grant date fair value, Nonvested beginning balance | $ / shares | $ 12.53 |
Weighted average grant date fair value, Granted | $ / shares | 13.08 |
Weighted average grant date fair value, Vested | $ / shares | 10.52 |
Weighted average grant date fair value, Forfeited | $ / shares | 10.32 |
Weighted average grant date fair value, Nonvested ending balance | $ / shares | $ 13.35 |
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, 2021shares | |
Performance Share (PSAs) Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares withheld and retired to satisfy minimum tax withholding | 28,000 |
Employee Bargaining Agreement_3
Employee Bargaining Agreements and Benefit Plans - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)EmployeesPension_PlanEmployee | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of temporary employees | Employee | 100 | ||
Expenses for defined contribution plan | $ 1,000,000 | $ 5,000,000 | $ 13,000,000 |
Number of benefit plans, description | the Company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. Plan member benefits that have previously been accrued are indexed in line with inflation during the period up to retirement in order to protect their purchasing power. | ||
Defined Benefit Plan, Plan Assets, Contributions by Employer | 3,000,000 | ||
Net periodic benefit cost | $ 1,000,000 | $ 6,000,000 | $ 1,000,000 |
Defined benefit plan, concentration risk, description | the Company’s management believes that there are no significant concentrations of risk associated with plan assets. | ||
UK [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit plan | Pension_Plan | 2 | ||
Other Expenses [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Settlement charge related to lump-sum transaction | $ 3,000,000 | ||
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of employees | Employees | 2,350 | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected future benefit payments in next twelve months | $ 1,000,000 | ||
Defined benefit plan, expected future benefit payments in year two | 1,000,000 | ||
Defined benefit plan, expected future benefit payments in year three | 1,000,000 | ||
Defined benefit plan, expected future benefit payments in year four | 1,000,000 | ||
Defined benefit plan, expected future benefit payments in year five | 1,000,000 | ||
Defined benefit plan, expected future benefit payments in year five and thereafter | 1,000,000 | ||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 0 |
Employee Bargaining Agreement_4
Employee Bargaining Agreements and 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, 2021 | Dec. 31, 2020 | |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | $ 11 | |
Company contributions | $ 3 | |
Fair value of plan assets at end of year | 9 | 11 |
Pension Benefits | ||
Benefit obligation | ||
Benefit obligation at beginning of year | 9 | 11 |
Actuarial loss (gain) | 1 | 6 |
Plan settlements | (2) | (8) |
Benefit obligation at end of year | 8 | 9 |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | 11 | 16 |
Company contributions | 3 | |
Plan settlements | (2) | (8) |
Fair value of plan assets at end of year | 9 | 11 |
Funded status | 1 | 2 |
Accumulated benefit obligation at end of year | $ 8 | $ 9 |
Employee Bargaining Agreement_5
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Benefit Obligations (Detail) | Dec. 31, 2021 | Dec. 31, 2020 |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 1.20% | 0.70% |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 1.80% | 1.20% |
Employee Bargaining Agreement_6
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Net Periodic Benefit Costs (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 0.007% | 0.02% | 0.0265% |
Expected return on assets: | 0.007% | 0.0254% | 0.0302% |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 0.012% | 0.021% | 0.029% |
Expected return on assets: | 0.0178% | 0.0303% | 0.0362% |
Employee Bargaining Agreement_7
Employee Bargaining Agreements and Benefit Plans - Plan's Assets Carried at Fair Value (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 9 | $ 11 |
Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 5 | 6 |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 4 | 5 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 1 | 1 |
Level 1 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 1 | 1 |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 3 | 4 |
Level 2 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 3 | 4 |
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 5 | 6 |
Level 3 [Member] | Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 5 | $ 6 |
Employee Bargaining Agreement_8
Employee Bargaining Agreements and Benefit Plans - Plan's Assets Carried at Fair Value (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Transfers into Level 3 | $ 6 |
Transactions - Additional Infor
Transactions - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Acquisition | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)Acquisition | |
Transactions [Line Items] | |||
Number of acquisitions | Acquisition | 2 | ||
Purchase price consideration | $ 119,000,000 | ||
Aggregate purchase price cash consideration, including working capital adjustments | 96,000,000 | $ 8,000,000 | |
Contingent consideration | $ 23,000,000 | ||
Business combination, contingent consideration, liability, measurement input | 14 | ||
Reversed fair value of contingent consideration liability | $ 10,000,000 | ||
Fair value of contingent consideration | 13,000,000 | ||
Goodwill | 67,000,000 | $ 0 | 245,000,000 |
Intangible assets | $ 11,000,000 | ||
Business combination, fair value measurement period | one year | ||
Asset impairment charges | $ 7,000,000 | 321,000,000 | $ 128,000,000 |
Acquisition One [Member] | |||
Transactions [Line Items] | |||
Earn Out Period | 3 years 3 months | ||
Acquisitions Two [Member] | |||
Transactions [Line Items] | |||
Number of acquisitions | Acquisition | 2 | ||
Earn Out Period | 1 year | ||
Purchase price consideration | $ 8,000,000 | ||
Goodwill | 6,000,000 | ||
Intangible assets | 2,000,000 | ||
Maximum [Member] | Acquisition One [Member] | |||
Transactions [Line Items] | |||
Payment for contingent | $ 6,000,000 | ||
Maximum [Member] | Acquisitions Two [Member] | |||
Transactions [Line Items] | |||
Undiscounted out come from acquisition | 45,000,000 | ||
Acquisition related costs | 1,000,000 | ||
Minimum [Member] | Acquisitions Two [Member] | |||
Transactions [Line Items] | |||
Undiscounted out come from acquisition | $ 0 | ||
Impairment charges [Member] | |||
Transactions [Line Items] | |||
Loss on sale of business | $ (1,000,000) | ||
Held-for-Sale [Member] | |||
Transactions [Line Items] | |||
Assets held-for-sale | 34,000,000 | ||
Liabilities held-for-sale | 6,000,000 | ||
Asset impairment charges | $ 9,000,000 |
Transactions - Summary of Purch
Transactions - Summary of Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Business Combination, Consideration Transferred [Abstract] | |||
Cash | $ 96,000,000 | $ 8,000,000 | |
Estimated fair value of contingent consideration | 23,000,000 | ||
Net purchase price | 119,000,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Current assets other than cash | 7,000,000 | ||
Property, plant and equipment | 36,000,000 | ||
Customer relationships and other intangibles | 11,000,000 | ||
Other assets and liabilities, net | (2,000,000) | ||
Total fair value of net assets acquired | 52,000,000 | ||
Goodwill | $ 67,000,000 | $ 245,000,000 | $ 0 |
Transactions - Summary of Pur_2
Transactions - Summary of Purchase Price Allocation (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Intangible assets amortization period | 9 years |
Business acquisition, goodwill, expected income tax deductible amount | $ 54 |