Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 07, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DNOW | ||
Entity Registrant Name | NOW INC. | ||
Entity Central Index Key | 1,599,617 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 108,030,438 | ||
Entity Public Float | $ 1.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 98 | $ 106 |
Receivables, net | 423 | 354 |
Inventories, net | 590 | 483 |
Prepaid and other current assets | 18 | 16 |
Total current assets | 1,129 | 959 |
Property, plant and equipment, net | 119 | 143 |
Deferred income taxes | 2 | 1 |
Goodwill | 328 | 311 |
Intangibles, net | 166 | 184 |
Other assets | 5 | 5 |
Total assets | 1,749 | 1,603 |
Current liabilities: | ||
Accounts payable | 290 | 246 |
Accrued liabilities | 103 | 100 |
Other current liabilities | 1 | 1 |
Total current liabilities | 394 | 347 |
Long-term debt | 162 | 65 |
Deferred income taxes | 7 | 7 |
Other long-term liabilities | 1 | 1 |
Total liabilities | 564 | 420 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock—par value $0.01; 20 million shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.01; 330 million shares authorized; 108,030,438 and 107,474,904 shares issued and outstanding at December 31, 2017 and 2016, respectively | 1 | 1 |
Additional paid-in capital | 2,019 | 2,002 |
Accumulated deficit | (730) | (678) |
Accumulated other comprehensive loss | (105) | (142) |
Total stockholders' equity | 1,185 | 1,183 |
Total liabilities and stockholders' equity | $ 1,749 | $ 1,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 108,030,438 | 107,474,904 |
Common stock, shares outstanding | 108,030,438 | 107,474,904 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||||||||||
Revenue | $ 669,000,000 | $ 697,000,000 | $ 651,000,000 | $ 631,000,000 | $ 538,000,000 | $ 520,000,000 | $ 501,000,000 | $ 548,000,000 | $ 2,648,000,000 | $ 2,107,000,000 | $ 3,010,000,000 | ||
Operating expenses: | |||||||||||||
Cost of products | 541,000,000 | 562,000,000 | 527,000,000 | 517,000,000 | 450,000,000 | 433,000,000 | 418,000,000 | 461,000,000 | 2,147,000,000 | 1,762,000,000 | 2,508,000,000 | ||
Warehousing, selling and administrative | 128,000,000 | 141,000,000 | 138,000,000 | 135,000,000 | 135,000,000 | 140,000,000 | 140,000,000 | 152,000,000 | 542,000,000 | 567,000,000 | 619,000,000 | ||
Impairment of goodwill | 0 | 0 | $ 138,000,000 | $ 255,000,000 | 393,000,000 | ||||||||
Operating loss | (6,000,000) | (14,000,000) | (21,000,000) | (47,000,000) | (53,000,000) | (57,000,000) | (65,000,000) | (41,000,000) | (222,000,000) | (510,000,000) | |||
Other expense | (3,000,000) | (3,000,000) | (3,000,000) | (2,000,000) | (1,000,000) | (3,000,000) | (2,000,000) | (2,000,000) | (11,000,000) | (8,000,000) | (8,000,000) | ||
Loss before income taxes | (3,000,000) | (9,000,000) | (17,000,000) | (23,000,000) | (48,000,000) | (56,000,000) | (59,000,000) | (67,000,000) | (52,000,000) | (230,000,000) | (518,000,000) | ||
Income tax provision (benefit) | 23,000,000 | (15,000,000) | (4,000,000) | 4,000,000 | (16,000,000) | ||||||||
Net loss | $ (3,000,000) | $ (9,000,000) | $ (17,000,000) | $ (23,000,000) | $ (71,000,000) | $ (56,000,000) | $ (44,000,000) | $ (63,000,000) | $ (52,000,000) | $ (234,000,000) | $ (502,000,000) | ||
Loss per share: | |||||||||||||
Basic loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) | ||
Diluted loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) | ||
Weighted-average common shares outstanding, basic | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 | ||
Weighted-average common shares outstanding, diluted | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (52) | $ (234) | $ (502) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 37 | (8) | (89) |
Comprehensive loss | $ (15) | $ (242) | $ (591) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (52,000,000) | $ (234,000,000) | $ (502,000,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 50,000,000 | 53,000,000 | 38,000,000 |
Deferred income taxes | (1,000,000) | (2,000,000) | (6,000,000) |
Stock-based compensation | 20,000,000 | 23,000,000 | 27,000,000 |
Provision for doubtful accounts | 3,000,000 | 17,000,000 | 27,000,000 |
Provision for inventory | 11,000,000 | 36,000,000 | 54,000,000 |
Impairment of goodwill | 393,000,000 | ||
Other, net | (11,000,000) | (7,000,000) | |
Change in operating assets and liabilities, net of acquisitions: | |||
Receivables | (64,000,000) | 102,000,000 | 414,000,000 |
Inventories | (110,000,000) | 190,000,000 | 258,000,000 |
Prepaid and other current assets | (2,000,000) | 4,000,000 | 12,000,000 |
Accounts payable and accrued liabilities | 43,000,000 | 22,000,000 | (367,000,000) |
Income taxes receivable, net | 25,000,000 | (18,000,000) | |
Other assets / liabilities, net | (2,000,000) | (1,000,000) | 1,000,000 |
Net cash provided by (used in) operating activities | (115,000,000) | 235,000,000 | 324,000,000 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (4,000,000) | (4,000,000) | (11,000,000) |
Business acquisitions, net of cash acquired | (4,000,000) | (175,000,000) | (515,000,000) |
Purchases of intangible assets | (7,000,000) | ||
Proceeds from disposal of assets, and other | 16,000,000 | 3,000,000 | 3,000,000 |
Net cash provided by (used in) investing activities | 8,000,000 | (183,000,000) | (523,000,000) |
Cash flows from financing activities: | |||
Borrowing under the revolving credit facility | 359,000,000 | 253,000,000 | 435,000,000 |
Repayments under the revolving credit facility | (262,000,000) | (296,000,000) | (327,000,000) |
Other, net | (3,000,000) | (4,000,000) | (2,000,000) |
Net cash provided by (used in) financing activities | 94,000,000 | (47,000,000) | 106,000,000 |
Effect of exchange rates on cash and cash equivalents | 5,000,000 | 11,000,000 | (12,000,000) |
Net change in cash and cash equivalents | (8,000,000) | 16,000,000 | (105,000,000) |
Cash and cash equivalents, beginning of period | 106,000,000 | 90,000,000 | 195,000,000 |
Cash and cash equivalents, end of period | 98,000,000 | 106,000,000 | 90,000,000 |
Supplemental disclosures of cash flow information: | |||
Income taxes paid (refunded), net | 2,000,000 | (23,000,000) | 10,000,000 |
Interest paid | $ 6,000,000 | $ 4,000,000 | $ 2,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2014 | $ 1,966 | $ 1,952 | $ 58 | $ (45) | |
Beginning balance, shares at Dec. 31, 2014 | 107,067,000 | ||||
Beginning balance, Common stock value at Dec. 31, 2014 | $ 1 | ||||
Net loss | (502) | (502) | |||
Adjustment to income tax from spin-off | 3 | 3 | |||
Stock-based compensation | 27 | 27 | |||
Exercise of stock options, shares | 15,000 | ||||
Vesting of restricted stock, shares | 200,000 | ||||
Shares withheld for taxes | (2) | (2) | |||
Shares withheld for taxes, shares | (63,000) | ||||
Other comprehensive income (loss) | (89) | (89) | |||
Ending balance at Dec. 31, 2015 | 1,403 | 1,980 | (444) | (134) | |
Ending balance, shares at Dec. 31, 2015 | 107,219,000 | ||||
Ending balance, Common stock value at Dec. 31, 2015 | $ 1 | ||||
Net loss | (234) | (234) | |||
Stock-based compensation | 23 | 23 | |||
Exercise of stock options, shares | 20,000 | ||||
Vesting of restricted stock, shares | 341,000 | ||||
Shares withheld for taxes | (1) | (1) | |||
Shares withheld for taxes, shares | (105,000) | ||||
Other comprehensive income (loss) | (8) | (8) | |||
Ending balance at Dec. 31, 2016 | 1,183 | 2,002 | (678) | (142) | |
Ending balance, shares at Dec. 31, 2016 | 107,475,000 | ||||
Ending balance, Common stock value at Dec. 31, 2016 | 1 | $ 1 | |||
Net loss | (52) | (52) | |||
Stock-based compensation | 20 | 20 | |||
Exercise of stock options | $ 1 | 1 | |||
Exercise of stock options, shares | 36,000 | 35,000 | |||
Vesting of restricted stock, shares | 771,000 | ||||
Shares withheld for taxes | $ (4) | (4) | |||
Shares withheld for taxes, shares | (251,000) | ||||
Other comprehensive income (loss) | 37 | 37 | |||
Ending balance at Dec. 31, 2017 | 1,185 | $ 2,019 | $ (730) | $ (105) | |
Ending balance, shares at Dec. 31, 2017 | 108,030,000 | ||||
Ending balance, Common stock value at Dec. 31, 2017 | $ 1 | $ 1 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
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 Wilson Export brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the U.S., Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. NOW’s energy product offerings are used in the oil and gas industry including upstream drilling and completion, exploration and production, midstream infrastructure development and downstream petroleum refining – as well as in other industries, such as chemical processing, power generation and industrial manufacturing operations. The industrial distribution portion of NOW’s business targets a diverse range of manufacturing and facilities across numerous industries and end markets. NOW also provides supply chain management to drilling contractors, E&P operators, midstream operators, downstream energy and industrial manufacturing companies. 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 affects any entity using GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Revenue Recognition (Topic 605), and most industry-specific guidance. The ASU provides two transition methods: (i) retrospectively to each prior reporting period presented or (ii) retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. In August 2015, the FASB proposed the effective date to be the annual reporting periods beginning after December 15, 2017, and interim periods therein. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which clarifies implementation guidance on assessing collectability, presentation of sales tax, noncash consideration and completed contracts and contract modifications at transition. The Company will adopt Topic 606 in the first quarter of fiscal year 2018 pursuant to the aforementioned adoption method (ii). The Company has substantially completed its assessment of the impact of the new standard on key contracts with customers. The Company’s contracts predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer. These are largely unimpacted by the new standard. The Company will not have a material cumulative adjustment on the consolidated financial statements as a result of the adoption of the new standard. In February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost Recently Adopted Accounting Standards In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other than Inventory to recognize the income tax consequences of intra-entity transfers of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for annual and interim periods in fiscal years beginning after December 15, 2017 with early adoption permitted in the first interim period of fiscal year 2017. Upon adoption, any deferred charge established upon the intra-company transfer would be recorded as a cumulative-effect adjustment to retained earnings. The Company early adopted this standard in the first quarter of fiscal year 2017 and reversed a deferred charge of $1 million previously recorded in prepaid and other current assets in the accompanying consolidated balance sheets. However, due to the Company’s full valuation allowance in the U.S., the deferred charge recorded as a cumulative-effect adjustment to accumulated deficit netted to zero. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 12 “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. Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for major improvements that extend the lives of property 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 The Company evaluates the recoverability of property, plant and equipment and amortizable intangible assets 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 property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company has not recorded any such impairment charge during the years presented. The Company conducts impairment testing for goodwill annually in the fourth quarter of its fiscal year and more frequently, on an interim basis, when an event occurs or circumstances change that 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 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 tests goodwill at the reporting unit level, which is defined as an operating segment or one level below an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The Company determined that it has five reporting units for this purpose—United States Energy, United States Supply Chain, United States Process Solutions, Canada and International. Before testing goodwill, the Company considers whether or not to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount and whether an impairment test is required. Subsequent to the adoption of ASU 2017-04 , Prior to the adoption of ASU 2017-04, the goodwill impairment test was a two-step process. The first step was to identify if a potential impairment exists by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit was not considered to have a potential impairment and the second step of the impairment test is not necessary. However if the carrying amount of a reporting unit exceeds its fair value, the second step was performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. The second step compared the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeded the carrying amount, then goodwill was not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss was recognized in an amount equal to that excess. When performing goodwill impairment testing, the fair values of reporting units are determined based on valuation techniques using the best available information, including discounted cash flow projections. The discounted cash flow is based on management’s short-term and long-term forecast of operating performance for each reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each of the Company’s individual business units and the discount rate. The starting point for each of the reporting unit’s 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 considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend. The Company makes significant assumptions and estimates about the extent and timing of future cash flows, growth rates, and discount rates all of which represent unobservable inputs into valuation methodologies and are classified as level 3 inputs under the fair value hierarchy. In evaluating the reasonableness of the Company’s fair value estimates, the Company considers, among other factors, the relationship between the market capitalization of the Company and the estimated fair value of its reporting units. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property, plant and equipment and amortizable intangible assets. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. 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 expense. Net foreign currency transaction losses were $2 million, $1 million and $3 million for the years ending December 31, 2017, 2016 and 2015, respectively, and are included in other expense in the accompanying consolidated statements of operations. Revenue Recognition The Company sells products through store fronts, on-site and eCommerce. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Generally, across every channel, these conditions are met when the product is shipped, delivered, or picked up by the customer. Revenues are presented net of return allowances and include freight charges billed to customers. Sales tax collected from customers is excluded from revenue in the accompanying consolidated statements of operations. 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 costs include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative 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 for certain sales. Credit losses are provided for in the financial statements. Allowances for doubtful accounts are determined based on a continuous process of assessing the Company’s portfolio on an individual customer basis taking into account current market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers. Based on a review of these factors, the Company will establish or adjust allowances for specific customers. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to receivables. No single customer represents more than 10% of the Company’s revenue. The Company’s top 30 customers in aggregate represent approximately one-third 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. Environmental Liabilities When environmental assessments or remediations are probable and the costs can be reasonably estimated, remediation liabilities are recorded on an undiscounted basis and are adjusted as further information develops or circumstances change. 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. 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. |
Receivables, net
Receivables, net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables, net | 3. Receivables, net Receivables are recorded and carried at the original invoiced amount less an allowance for doubtful accounts. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Activity in the allowance for doubtful accounts was as follows ( in millions December 31, 2017 2016 2015 Allowance for doubtful accounts Beginning balance $ 34 $ 38 $ 19 Additions charged to expenses 3 17 27 Charge-offs and other (8 ) (21 ) (8 ) Ending balance $ 29 $ 34 $ 38 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 4. Inventories, net Inventories consist primarily of ( in millions December 31, 2017 2016 2015 Finished goods and other $ 630 $ 531 $ 737 Less: inventory reserves (40 ) (48 ) (44 ) Total $ 590 $ 483 $ 693 Inventory reserves: Beginning balance $ 48 $ 44 $ 39 Additions charged to expenses 11 36 54 Charge-offs and other (19 ) (32 ) (49 ) Ending balance $ 40 $ 48 $ 44 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 Information technology assets 1-7 Years $ 48 $ 47 Operating equipment 2-15 Years 93 93 Buildings and land (1) 5-35 Years 97 95 Construction in progress — 1 Total property, plant and equipment 238 236 Less: accumulated depreciation (119 ) (93 ) Property, plant and equipment, net $ 119 $ 143 (1) Land has an indefinite life. Depreciation expense was $28 million, $32 million and $25 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of September 30, 2017, the Company had classified assets from the U.S. segment related to a facility relocation as held for sale. The net carrying value of these assets was approximately $2 million. The Company completed the sale of these assets in the fourth quarter of 2017 and recognized a gain of $10 million in warehousing, selling and administrative in the accompanying consolidated statement of operations. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of ( in millions December 31, 2017 2016 Compensation and other related expenses $ 36 $ 25 Customer credits and prepayments 19 27 Taxes (non-income) 15 17 Other 33 31 Total $ 103 $ 100 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
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, 2015 — $ 88 $ 117 $ 205 Additions 117 — — 117 Currency translation adjustments and other — 3 (14 ) (11 ) Balance at December 31, 2016 $ 117 91 103 311 Additions 2 — — 2 Currency translation adjustments and other — $ 7 $ 8 15 Balance at December 31, 2017 $ 119 $ 98 $ 111 $ 328 During the fourth quarter of 2017 and 2016, the Company performed its annual goodwill impairment test resulting in no impairment. The calculated fair values of all of the Company’s reporting units were in excess of the respective reporting unit’s carrying value. In 2016, in connection with the Power Service acquisition (see Note 19 “Acquisitions”) and the related changes in the management structure, the Company established a new reporting unit, U.S. Process Solutions, under the United States reportable segment. The U.S. Process Solutions reporting unit primarily consists of the Power Service business and the Odessa Pumps business (formally a U.S. Energy component with zero goodwill value). The U.S. Process Solutions reporting unit has a goodwill balance of $119 million, as a result of the fair value measurement of the net assets acquired in the Power Service acquisition. During the third quarter of 2015, the Company considered the sustained decline in worldwide oil and gas prices and rig counts as well as the decline in the market value of the Company’s stock, as indicators that the fair value of the Company’s reporting units’ goodwill could have fallen below their carrying value. As a result, the Company performed a goodwill impairment test as of September 30, 2015, and recognized an estimated impairment of $255 million in U.S. Energy and International reporting units. Subsequently, in the fourth quarter of 2015 the Company completed its interim test and recognized an incremental loss of $138 million. As a result, a total of $393 million goodwill impairment (U.S. Energy and U.S. Supply Chain) were recognized for the year ended December 31, 2015. The international reporting unit showed impairment indicators during the step 1 goodwill impairment calculation. However, no impairment was recognized as a result of the step 2 analysis. The Company recorded a valuation allowance against the full value of its deferred tax assets in the United States, therefore, no tax benefit was reported on its goodwill impairment for the year ended December 31, 2015. See Note 9 “Income Taxes” for a discussion of the valuation allowance recorded at December 31, 2015. |
Intangibles, net
Intangibles, net | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangibles, net | 8. Intangibles, net Identified intangible assets with determinable lives consist primarily of customer relationships, tradenames, trademarks and patents, and non-compete agreements acquired in acquisitions, and are being amortized on a straight-line basis over the estimated useful lives of 1-20 years. Identified intangible assets by major classification consist of the following ( in millions Accumulated Net Book Gross Amortization Value December 31, 2015: Trademarks and patents $ 85 $ (14 ) $ 71 Customer relationships 103 (12 ) 91 Other (covenant not to compete) 5 (4 ) 1 Currency translation adjustments and other (2 ) — (2 ) Total identified intangibles $ 191 $ (30 ) $ 161 December 31, 2016: Trademarks and patents $ 105 $ (20 ) $ 85 Customer relationships 125 (22 ) 103 Other (covenant not to compete) 11 (6 ) 5 Currency translation adjustments and other (11 ) 2 (9 ) Total identified intangibles $ 230 $ (46 ) $ 184 December 31, 2017: Trademarks and patents $ 103 $ (26 ) $ 77 Customer relationships 117 (34 ) 83 Other (covenant not to compete) 11 (9 ) 2 Currency translation adjustments and other 6 (2 ) 4 Total identified intangibles $ 237 $ (71 ) $ 166 Amortization expense was $22 million, $21 million and $13 million for the years ended December 31, 2017, 2016, and 2015, 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 2018 $ 20 2019 19 2020 19 2021 18 2022 18 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes On May 1, 2014, the National Oilwell Varco, Inc. (“NOV”) Board of Directors approved the Spin-Off (the “Spin-Off” or “Separation”) of its distribution business into an independent, publicly traded company named NOW Inc. In connection with the Separation, the Company and NOV entered into a Tax Matters Agreement, dated as of May 29, 2014 (the “Tax Matters Agreement”). The Tax Matters Agreement sets forth the Company and NOV’s rights and obligations related to the allocation of federal, state, local and foreign taxes for periods before and after the Spin-Off, as well as taxes attributable to the Spin-Off, and related matters such as the filing of tax returns and the conduct of IRS and other audits. Pursuant to the Tax Matters Agreement, NOV has prepared and filed the consolidated federal income tax return, and any other tax returns that include both NOV and the Company for all the liability periods ended on or prior to May 30, 2014. NOV will indemnify and hold harmless the Company for any income tax liability for periods before the Separation date. The Company will prepare and file all tax returns that include solely the Company for all taxable periods ending after that date. Settlements of tax payments between NOV and the Company were generally treated as contributions from or distributions to NOV in periods prior to the Separation date. The Tax Cuts and Jobs Act (“Act”) was enacted on December 22, 2017. The Act contains several tax law changes that will impact the Company in the current and future periods, including a reduction in the U.S. federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, creating new taxes on certain foreign sourced earnings and changes to bonus depreciation, the deductions for executive compensation and interest expense. At December 31, 2017, the Company has not completed its accounting for the tax effects of the Act; however, in certain cases, as described below, the Company has made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. The Company is also assessing the impact of the provisions of the Act which do not apply until 2018. The Company remeasured its U.S. deferred tax assets and liabilities and recorded a $69 million charge relating to the U.S. federal corporate tax rate change, with a corresponding decrease to its valuation allowance of $69 million. There is no net impact to the deferred tax expense for these entries at December 31, 2017. Similarly, the Company recorded a one-time, mandatory $33 million charge relating to the one-time transition tax on unremitted foreign earnings which is fully offset by foreign tax credits and net operating losses, resulting in no net impact to the provision for income taxes. The Company does not expect to incur a material cash tax payable with respect to the one-time transition tax. The Company is still analyzing the Act and refining its calculations, which could potentially impact the measurement of the tax balances. The Act’s tax law changes impacting the Company’s 2017 provision for income taxes, for which a reasonable estimate has been made, are reflected in the tables below. The domestic and foreign components of income (loss) before income taxes were as follows ( in millions December 31, 2017 2016 2015 United States $ (64 ) $ (206 ) $ (524 ) Foreign 12 (24 ) 6 Loss before income taxes $ (52 ) $ (230 ) $ (518 ) The provision (benefit) for income taxes for 2017, 2016 and 2015 consisted of the following ( in millions 2017 2016 2015 U.S. Federal: Current — $ 2 $ (14 ) Deferred — (1 ) (2 ) — 1 (16 ) U.S. State: Current — — (1 ) Deferred — — — — — (1 ) Foreign Current 1 3 5 Deferred (1 ) — (4 ) — 3 1 Income tax provision (benefit) $ — $ 4 $ (16 ) 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 December 31, 2017 2016 2015 Income tax provision (benefit) at federal statutory rate $ (18 ) $ (81 ) $ (181 ) Foreign tax rate differential (2 ) 2 (1 ) State income tax provision (benefit), net of federal benefit (5 ) (3 ) (8 ) Nondeductible expenses 2 8 3 Foreign tax credits (31 ) (2 ) (3 ) Nondeductible goodwill impairment — — 42 One-time transition tax 33 U.S. tax rate change 69 Change in valuation allowance (45 ) 78 129 Change in contingency reserve and other (3 ) 2 3 Income tax provision (benefit) $ — $ 4 $ (16 ) Effective tax rate 0.0 % (1.6 )% 3.0 % In 2015, the effective tax rate was impacted by nondeductible goodwill impairments and a valuation allowance recorded against the Company’s deferred tax assets in the United States. In 2016, the effective tax rate continues to be impacted by a valuation allowance recorded against the Company’s deferred tax assets in the United States, Canada and other foreign jurisdictions. The change in valuation allowance excludes intercompany transactions as they do not impact consolidated income (loss) from continuing operations. In 2017, the effective tax rate continues to be impacted by a valuation allowance in the United States, Canada and other foreign jurisdictions. In addition, the effective tax rate was impacted by the enactment of the Tax Cuts and Jobs Act of 2017 which includes the one-time transition tax, the U.S. tax rate change and foreign tax credits related to earnings of foreign subsidiaries that were previously tax deferred. Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions December 31, 2017 2016 2015 Deferred tax assets: Allowances and operating liabilities $ 8 $ 8 $ 9 Net operating loss carryforwards 52 78 13 Foreign tax credit carryforwards 29 5 3 Trade credit 1 3 4 Allowance for doubtful accounts 6 10 12 Inventory reserve 12 18 11 Stock-based compensation 15 19 19 Intangible assets 27 53 56 Other 2 6 1 Total deferred tax assets 152 200 128 Deferred tax liabilities: Tax over book depreciation — (4 ) (6 ) Total deferred tax liabilities — (4 ) (6 ) Net deferred tax assets before valuation allowance 152 196 122 Valuation allowance (157 ) (202 ) (129 ) Net deferred tax assets (liability) $ (5 ) $ (6 ) $ (7 ) 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. Due to the level of losses incurred since 2015, 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, 2017. The change during the year in the valuation allowance was $44 million in the U.S., $3 million in Canada, and $(2) million in other foreign jurisdictions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions 2017 2016 2015 Unrecognized tax benefit at January 1 $ 1 $ 1 $ — Gross increases - tax positions in prior period — — — Gross decreases - tax positions in prior period — — — Gross increases - tax positions in current period — — 1 Settlement (1 ) — — Lapse of statute of limitations — — — Unrecognized tax benefit at December 31 $ — $ 1 $ 1 The balance of unrecognized tax benefits at December 31, 2017, 2016 and 2015 was $0 million, $1 million and $1 million, respectively. These unrecognized tax benefits are included as a reduction to deferred tax assets in the consolidated balance sheet at December 31, 2017, 2016 and 2015. 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. During the year ended December 31, 2017, 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 United States, various states and foreign jurisdictions. The Company has significant operations in the United States 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 2013 and outside the U.S. for the tax years ending after 2011. The Company is indemnified for any income tax expense exposures related to periods prior to the Separation under the Tax Matters Agreement with NOV. In the United States, the Company has $188 million of federal net operating loss carryforwards as of December 31, 2017, which will expire between 2035 and 2036. The potential tax benefit of $39 million has been reduced by a $39 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 net operating losses. The Company has $143 million of state net operating loss carryforwards as of December 31, 2017, which will expire between 2020 through 2037. The potential benefit of $8 million has been reduced by an $8 million valuation allowance. Outside the United States, the Company has $20 million of net operating loss carryforwards as of December 31, 2017, of which $13 million have no expiration and $7 million will expire between 2020 and 2037. The potential tax benefit of $5 million has been reduced by a $5 million valuation allowance. As of December 31, 2017, the Company has $29 million of excess foreign tax credits in the U.S., of which $23 million was recognized as a result of the one-time transition tax. The foreign tax credits will expire between 2024 and 2027. The potential benefit of $29 million has been reduced by a $29 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. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2017, the amount of undistributed earnings of foreign subsidiaries was approximately $153 million. The Company has not, nor does it anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with domestic debt service requirements. These earnings are considered to be permanently reinvested and, except for the Act’s one-time transition tax, no additional provision for U.S. federal and state income taxes has been made. Distribution of these earnings in the form of dividends or otherwise could result in additional U.S. federal and state taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable in various foreign countries. No income taxes have been provided for any additional outside basis difference inherent in these entities as these amounts continue to be indefinitely reinvested in foreign operations. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical; however, unrecognized foreign tax credit carryforwards would be available to reduce some portion of the U.S. liability. 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, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt On April 18, 2014, the Company entered into a five-year senior unsecured revolving credit facility with a syndicate of lenders, including Wells Fargo Bank, National Association, as the administrative agent. The credit facility became available to the Company on June 2, 2014 as a result of the satisfaction of customary conditions, including the consummation of the Separation. The credit facility is for an aggregate principal amount of up to $750 million with sub-facilities for standby letters of credit and swingline loans, each with a sublimit of $150 million and $50 million, respectively. The Company has the right, subject to certain conditions, to increase the aggregate principal amount of commitments under the credit facility by $250 million. Borrowings under the credit facility will bear interest at a base rate (as defined in the credit agreement) plus an applicable interest margin based on the Company’s capitalization ratio. The base rate is calculated as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (b) the prime commercial lending rate of the administrative agent, as established from time to time at its principal U.S. office, and (c) the Daily One-Month LIBOR (as defined in the credit agreement) plus 1%. The Company also has the option for its borrowings under the credit facility to bear interest based on LIBOR (as defined in the credit agreement). The credit facility is unsecured and guaranteed by the Company’s domestic subsidiaries. The credit agreement also provides for customary fees, including administrative agent fees, commitment fees, fees in respect of letters of credit and other fees. The annual commitment fee ranges from 25 to 35 basis points of the unused portion of the credit facility. The line of credit expires in April 2019, unless extended. The credit facility contained usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants consisting of (a) a maximum capitalization ratio (as defined in the credit agreement) of 50% and (b) a minimum interest coverage ratio (as defined in the credit agreement) of no less than 3:1. On January 20, 2016, the Company entered into an amendment (the “Amendment”) to its credit facility dated as of April 18, 2014 (the “Credit Agreement”). The Amendment, among other things, (i) suspends, until the Company elects otherwise, the Credit Agreement’s minimum interest coverage ratio effective as of December 30, 2015, (ii) adds a minimum asset coverage ratio (as defined in the Credit Agreement), which requires that the ratio of the value of the Company’s eligible assets (value of qualified cash, eligible inventory and eligible accounts receivable) to the amount of its outstanding obligations under the Credit Agreement is no less than 1.50 to 1.00, (iii) reduces the maximum capitalization ratio (as defined in the Credit Agreement) from 50% to 45%, (iv) increases the applicable interest margin on current borrowings by 75 basis points and the current commitment fee by 5 basis points and (v) reduces sub-facilities for standby letters of credit and swingline loans to $40 million and $25 million, respectively. In connection with the Amendment, the Company also entered into a Security Agreement dated as of January 20, 2016 (the “Security Agreement”) pursuant to which it granted the lenders under the Credit Agreement customary security interests in substantially all of the Company’s U.S. assets and in approximately 65% of the equity interests of the Company’s first-tier foreign subsidiaries. As of December 31, 2017, the Company had borrowed $162 million against its senior secured revolving credit facility, and had $429 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 72%, subject to certain restrictions. Borrowings that result in the excess availability dropping below 25% are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The Company was not obligated to pay back the borrowing against the senior secured revolving credit facility until the expiration date of April 18, 2019, as such the outstanding borrowing is classified as long term. As of December 31, 2017, the Company was in compliance with all financial covenants in the credit facility. Total commitments under the amended credit facility are $750 million. The amended credit facility includes a $250 million accordion, subject to certain conditions. At December 31, 2017, the Company issued $6 million in letters of credit under its senior revolving credit facility primarily for casualty insurance expiring in July 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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. NOW’s management currently estimates a range of loss for reasonably possible losses for which an estimate can be made is between zero and $15 million in the international segment primarily attributable to accounts receivable with one customer. The Company has accrued its best estimate for loss as of December 31, 2017. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate. The Company maintains credit arrangements with several banks providing for short-term borrowing capacity, overdraft protection and other bonding requirements. As of December 31, 2017, these credit arrangements totaled approximately $35 million, of which the Company was contingently liable for approximately $8 million of outstanding standby letters of credit, including bid and performance related bonds 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. The Company leases certain facilities and equipment under operating leases that expire at various dates through 2029. These leases generally contain renewal options and require the lessee to pay maintenance, insurance, taxes and other operating expenses in addition to the minimum annual rentals. Rental expense related to operating leases approximated $50 million, $50 million and $51 million in 2017, 2016 and 2015, respectively. In connection with 2015 acquisitions, the Company entered into leases with 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 $3 million and $3 million for the years ended December 31, 2017 and 2016, respectively. Total future commitments related to these operating leases is approximately $9 million through 2023. Future minimum lease commitments under noncancellable operating leases with initial or remaining terms of one year or more as of December 31, 2017, are payable as follows ( in millions 2018 $ 36 2019 25 2020 18 2021 11 2022 8 Thereafter 11 Total future lease commitments $ 109 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 12. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is foreign currency exchange rate risk. The Company has entered into certain financial derivative instruments to manage this risk. The derivative financial instruments the Company has entered into are forward exchange contracts which have terms of less than a year to economically hedge foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts. The purpose of the Company’s foreign currency economic hedging activities is to economically hedge the Company’s risk from changes in the fair value of non-functional 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. The table below provides data about the fair value of the derivative instruments that are recorded in the consolidated balance sheets ( in millions December 31, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Foreign exchange forward contracts (1) $ — $ — $ 1 $ — (1) Included in other current liabilities and other current assets in the consolidated balance sheets. The total notional amount of the forward foreign exchange contracts was approximately $37 million and $76 million at December 31, 2017 and 2016, respectively. The table below provides the gains and (losses) recognized in other income in the accompanying consolidated statements of operations related to the Company’s derivative instruments ( in millions December 31, 2017 2016 2015 Derivatives not designated as hedging instruments: Foreign exchange forward contracts $ 1 $ 12 $ (4 ) As of December 31, 2017, the Company’s financial instruments do not contain any credit-risk-related or other contingent features |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows ( in millions Foreig n Translation Adjustments Balance at December 31, 2016 (142 ) Other comprehensive income 37 Balance at December 31, 2017 (105 ) 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, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | 14. Business Segments The Company has five operating segments, which are (1) U.S. Energy, (2) U.S. Supply Chain, (3) U.S. Process Solutions, (4) Canada and (5) International. These operating segments were determined based primarily on the geographical markets and secondarily on the distribution channel of the products and services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker directs the allocation of resources to operating segments based on various metrics of each respective operating segment. The allocation of resources across the operating segments is dependent upon, among other factors, the operating segment’s historical 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 United States Energy, United States Supply Chain and United States 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 in to the United States reportable segment. Total assets for each reportable segment are those owned or allocated to each segment by the Company's internal management reporting systems and include inter-segment assets that were eliminated for the presentation of total assets in the accompanying Consolidated Balance Sheets. United States The Company has approximately 195 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 55 locations in the Canadian oilfield, predominantly in the oil rich provinces of Alberta and Saskatchewan in Western Canada. 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 35 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 2017 Revenue $ 1,914 $ 356 $ 378 $ 2,648 Operating profit (loss) (53 ) 13 (1 ) (41 ) Depreciation and amortization 37 3 10 50 Property, plant and equipment, net 81 14 24 119 Total assets 1,207 401 141 1,749 2016 Revenue $ 1,445 $ 258 $ 404 $ 2,107 Operating loss (192 ) (18 ) (12 ) (222 ) Depreciation and amortization 40 3 10 53 Property, plant and equipment, net 104 15 24 143 Total assets 1,112 306 185 1,603 2015 Revenue $ 2,027 $ 378 $ 605 $ 3,010 Operating profit (loss) (515 ) (1 ) 6 (510 ) Impairment of goodwill (393 ) — — (393 ) Depreciation and amortization 26 3 9 38 Property, plant and equipment, net 119 16 30 165 Total assets 1,266 300 266 1,832 The following table presents a comparison of the approximate sales mix in the principal product categories ( in millions December 31, 2017 2016 2015 Product Category Drilling and production $ 625 $ 496 $ 632 Pipe 418 287 509 Valves 541 374 538 Fittings and flanges 419 350 448 Mill tool, MRO, safety and other 645 600 883 Total $ 2,648 $ 2,107 $ 3,010 |
Loss Per Share (_EPS_)
Loss Per Share (“EPS”) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share (“EPS”) | 15. Loss Per Share (“EPS”) Basic loss per share is based on net 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 per share. For the years ended December 31, 2017, 2016 and 2015, a total of approximately 8 million, 7 million and 6 million potentially dilutive shares were excluded from the computation of diluted loss per share due to the Company recognizing a net loss for the period. Basic and diluted loss per share follows ( in millions December 31, 2017 2016 2015 Numerator: Net loss attributable to the Company's stockholders $ (52 ) $ (234 ) $ (502 ) Denominator: Weighted average basic common shares outstanding 107,745,229 107,416,181 107,173,972 Effect of dilutive securities — — — Weighted average diluted common shares outstanding 107,745,229 107,416,181 107,173,972 Loss per share attributable to the Company's stockholders: Basic $ (0.48 ) $ (2.18 ) $ (4.68 ) Diluted $ (0.48 ) $ (2.18 ) $ (4.68 ) ASC Topic 260, “Earnings Per Share,” requires companies with unvested participating securities to utilize a two-class method for the computation of net income attributable to the Company 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 losses are not allocated to nonvested shares in periods that the Company determines that those shares are not obligated to participate in losses. |
Stock-based Compensation and Ou
Stock-based Compensation and Outstanding Awards | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation and Outstanding Awards | 16. 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 units and performance stock awards. Stock-based compensation expense recognized for the years ended December 31, 2017, 2016 and 2015 totaled $20 million, $23 million and $27 million, respectively. Tax benefit recognized from this expense for the years ended December 31, 2017, 2016 and 2015 was $7 million, $6 million and $7 million, respectively. Each of the stock-based compensation arrangements are discussed below. Stock Options Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards generally have either a 7-year or a 10-year contractual term and vest over a 3-year period from the grant date on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. 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 2017, 2016 and 2015, 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, 2017 2016 2015 Valuation Assumptions: Expected volatility 37.9 % 44.0 % 41.2 % Risk-free interest rate 1.9 % 1.3 % 1.4 % 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 Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2016 4,853 $ 26.83 Granted 915 20.64 Forfeited (102 ) 23.23 Exercised (36 ) 14.19 Outstanding as of December 31, 2017 5,630 $ 25.97 4.9 $ — Exercisable at December 31, 2017 3,964 $ 29.16 4.5 $ — The weighted-average grant-date fair value of options granted for the years ended December 31, 2017 and 2016 was $7.07 and $5.29, respectively. The total intrinsic value of options exercised for the years ended December 31, 2017, 2016, and 2015 was less than $1 million. As of December 31, 2017, unrecognized compensation cost related to stock option awards was approximately $7 million, which is expected to be recognized over a weighted average period of 1.6 years. Cash received from exercises of stock options was approximately $1 million for the year ended December 31, 2017. Restricted Stock Awards and Restricted Stock Units (“RSAs and RSUs”) Restricted stock generally cliff vests after 1, 3, 4 or 6 years. The grant-date fair value of restricted stock grants is determined using the closing quoted market price on the grant date. Additionally, the Company’s restricted stock agreements provide for full vesting of restricted stock 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 restricted stock awards and restricted stock units: RSAs / RSUs Shares (in thousands) Weighted- Average Grant-Date Fair Value Nonvested as of December 31, 2016 2,311 $ 27.66 Granted 580 15.87 Vested (1) (808 ) 22.34 Forfeited (405 ) 28.28 Nonvested as of December 31, 2017 1,678 $ 25.99 (1) 251 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. The weighted average grant-date fair value was $15.87, $14.71, and $22.59 for RSA and RSU granted for the years ended December 31, 2017, 2016, and 2015, respectively. As of December 31, 2017, unrecognized compensation cost related to RSAs and RSUs was $16 million, which is expected to be recognized over a weighted average period of 1.9 years. The total vest-date fair value of shares vested for the years ended December 31, 2017, 2016, and 2015 was $12 million, $6 million, and $4 million, respectively. Performance Stock Awards (“PSAs”) Performance stock awards generally have a 3-year vesting period from the grant date and vest at the end of the vesting period. The grant-date fair value of market-condition performance stock grants is determined using a Monte Carlo simulation probabilistic model. The grant-date fair value of performance-condition performance stock 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 performance awards 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 year ended December 31, 2017, the Company granted PSAs to senior management employees with potential payouts varying from zero to 169,346 shares. The PSAs can be earned over a three-year performance period, based on three equal, independent parts that are subject to three separate performance metrics: (i) one-third of the PSAs have a Total Shareholder Return (TSR) metric (market-condition), (ii) one-third of the PSAs have an EBITDA metric (performance-condition), and (iii) one-third of the PSAs have a Working Capital (WC) metric (performance-condition). 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 WC metric is determined by comparing the performance of the Company’s actual WC average for each of the three-years of the performance period against the WC 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 Grant-Date Fair Value Nonvested as of December 31, 2016 233 $ 18.81 Granted 84 22.75 Vested — — Forfeited — — Nonvested as of December 31, 2017 317 $ 19.86 The weighted- average grant-date fair value of PSAs granted for the years 2017 and 2016 was $22.75 and $16.47, respectively. As of December 31, 2017, unrecognized compensation cost related to PSAs was $2 million, which is expected to be recognized over a weighted average period of 1.2 years. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 17. Quarterly Financial Data (Unaudited) Summarized quarterly results, were as follows ( in millions First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2017 Revenue $ 631 $ 651 $ 697 $ 669 Operating expenses Cost of products 517 527 562 541 Warehousing, selling and administrative 135 138 141 128 Operating profit (loss) (21 ) (14 ) (6 ) — Other expense (2 ) (3 ) (3 ) (3 ) Loss before income taxes (23 ) (17 ) (9 ) (3 ) Income tax provision (benefit) — — — — Net loss $ (23 ) $ (17 ) $ (9 ) $ (3 ) Loss per share: Basic loss per common share $ (0.21 ) $ (0.16 ) $ (0.08 ) $ (0.03 ) Diluted loss per common share $ (0.21 ) $ (0.16 ) $ (0.08 ) $ (0.03 ) Weighted-average common shares outstanding, basic 108 108 108 108 Weighted-average common shares outstanding, diluted 108 108 108 108 Year ended December 31, 2016 Revenue $ 548 $ 501 $ 520 $ 538 Operating expenses Cost of products 461 418 433 450 Warehousing, selling and administrative 152 140 140 135 Operating loss (65 ) (57 ) (53 ) (47 ) Other expense (2 ) (2 ) (3 ) (1 ) Loss before income taxes (67 ) (59 ) (56 ) (48 ) Income tax provision (benefit) (4 ) (15 ) — 23 Net loss $ (63 ) $ (44 ) $ (56 ) $ (71 ) Loss per share: Basic loss per common share $ (0.59 ) $ (0.40 ) $ (0.53 ) $ (0.66 ) Diluted loss per common share $ (0.59 ) $ (0.40 ) $ (0.53 ) $ (0.66 ) Weighted-average common shares outstanding, basic 107 107 107 107 Weighted-average common shares outstanding, diluted 107 107 107 107 |
Employee Bargaining Agreements
Employee Bargaining Agreements and Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Defined Benefit Pension Plans Defined Benefit Postretirement Plans And Defined Contribution Pension Plans Disclosure [Abstract] | |
Employee Bargaining Agreements and Benefit Plans | 18. Employee Bargaining Agreements and Benefit Plans Collective bargaining agreements At December 31, 2017 the Company had approximately 4,600 employees, of which approximately 275 were temporary employees. Some of the Company’s employees in various foreign locations are subject to collective bargaining agreements. Less than one percent of the Company’s employees in the U.S. are subject to collective bargaining agreements. 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, a percentage of current earnings and matching of employee contributions. For the years ended December 31, 2017, 2016 and 2015, employer contributions for defined contribution plans were $12 million, $13 million, and $14 million, respectively, and all funding is current. Defined Benefit Pension Plans The company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. The second defined benefit plan was acquired from the John MacLean & Sons Electrical acquisition in March 2015. Net periodic benefit cost for the Company’s defined benefit plans aggregated less than $1 million each year for the years ended December 31, 2017, 2016 and 2015. 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, 2017 and 2016, are as follows ( in millions Pension Benefits At year end 2017 2016 Benefit obligation at beginning of year $ 13 $ 16 Interest cost — 1 Actuarial loss (gain) 1 3 Benefits paid — (1 ) Plan settlements — (3 ) Foreign currency exchange rate changes (1 ) (3 ) Acquisitions (disposals) — — Benefit obligation at end of year 13 13 Fair value of plan assets at beginning of year $ 15 $ 18 Actual return 2 2 Benefits paid — (1 ) Company contributions 1 1 Plan settlements — (3 ) Foreign currency exchange rate changes — (2 ) Acquisitions (disposals) — — Fair value of plan assets at end of year 18 15 Funded status 5 2 Accumulated benefit obligation at end of year 13 13 The net asset is presented within other assets on the consolidated balance sheet. 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, 2017 2016 Discount rate: 2.50 % 2.70 % The assumption rates used for net periodic benefit costs are as follows: December 31, 2017 2016 2015 Discount rate: 2.70% 3.70% 3.10% - 3.90% Expected return on assets: 3.27% - 4.27% 4.04% - 4.50% 2.13% - 5.50% 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. 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 $3 million for the five years thereafter. The Company expects to contribute less than $1 million Plan Assets 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 December 31, 2016: Equity securities $ 8 $ 8 $ — $ — Fixed Income Securities 3 3 — — Other 4 — 4 — Total Fair Value Measurements $ 15 $ 11 $ 4 $ — December 31, 2017: Equity securities $ 10 $ 10 $ — $ — Fixed Income Securities 3 3 — — Other 5 — 5 — Total Fair Value Measurements $ 18 $ 13 $ 5 $ — |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 19. Acquisitions 2016 Acquisition On June 1, 2016, the Company acquired Power Service, Inc., Industrial Tool & Repair, Inc. and Power Transportation LLC (collectively, “Power Service”) for a purchase price consideration of $179 million. Power Service is known as a premier one-stop shop for modularized well hook-ups. This acquisition primarily expands NOW’s market in the western United States. The Company has included the financial results of the acquisition in its consolidated financial statements from the date of the acquisition. As of May 31, 2017, the Company completed its valuations of this acquisition as of the acquisition date and recognized goodwill of $119 million and intangible assets of $45 million. The measurement period adjustments are shown below, primarily as a result of making an election under Internal Revenue Code Section 338(h)(10) to treat the acquisition of Power Service, Inc. as an asset acquisition for U.S. tax purposes during the fourth quarter of 2016 (see Note 9 “Income Taxes”). Following is the purchase price allocation detail and the measurement period adjustments ( in millions ): As initially reported Measurement period adjustments As adjusted Net purchase price $ 176 $ 3 $ 179 Fair value of net assets acquired: Current assets other than cash 26 — 26 Property, plant and equipment 12 (1 ) 11 Trade names (estimated useful lives of 20 years) 21 (1 ) 20 Customer relationships (estimated useful lives of 10 years) 25 — 25 Current liabilities (19 ) (2 ) (21 ) Deferred tax liabilities (19 ) 18 (1 ) Total fair value of net assets acquired $ 46 $ 14 $ 60 Goodwill (1) $ 130 $ (11 ) $ 119 (1) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefits that the Company believes will result from combining its operations with those of businesses acquired. The amount of goodwill recognized that is expected to be deductible for income tax purposes is $116 million. The Purchase Agreement with Power Service contains non-compete agreements with certain employees. The Company identified these agreements as a separate transaction and recognized a non-compete intangible asset of $7 million with a two-year life. Amortization expense for these agreements recognized for the year ended December 31, 2016 was approximately $2 million. The Company recognized $2 million in acquisition-related costs for the year ended December 31, 2016. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. 2015 Acquisitions For the year ended December 31, 2015, the Company completed eight acquisitions for an aggregate purchase price consideration of approximately $544 million in cash. These acquisitions primarily expand NOW’s market in Australia, Canada, Mexico, Norway, the Philippines, the United Kingdom and the United States. The Company has included the financial results of the acquisitions in its consolidated financial statements from the date of acquisition. In connection with one of the acquisitions, the Company agreed to make contingent consideration payments of up to $6 million upon the attainment of certain profitability milestones. At the acquisition date, the Company estimated the fair value for contingent consideration to be approximately $4 million by using a Monte Carlo simulation using level 3 inputs because the fair value was derived using significant unobservable inputs, which include discount rates and probability-weighted cash flows. Changes in fair value of the contingent consideration liability subsequent to the acquisition date, such as changes in the probability assessment, are recognized in the period when the change in estimated fair value occurs. For the year ended December 31, 2016, the Company recognized less than $1 million gain in warehousing, selling and administrative in the accompanying consolidated statements of operations. The Company completed its valuations as of the applicable acquisition dates of the acquired net assets and recognized goodwill of $276 million and intangible assets of $103 million. An aggregated working capital adjustment of $6 million was recognized during the measurement period for the year ended December 31, 2015. The following table summarizes the consideration paid for the eight acquisitions and the assets acquired and liabilities assumed recognized ( in millions As of December 31, 2015 Purchase price including contingent consideration $ 544 Less: cash acquired (29 ) Net purchase price 515 Fair value of net assets acquired: Current assets other than cash 181 Property, plant and equipment 59 Trade names (estimated useful lives of 1-20 years) 24 Customer relationships (estimated useful lives of 6-10 years) 79 Current liabilities (72 ) Deferred tax liabilities (31 ) Other non-current liability (1 ) Total fair value of net assets acquired 239 Goodwill (1) 276 (1) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefits that the Company believes will result from combining its operations with those of businesses acquired. An immaterial amount of the goodwill recognized is expected to be deductible for income tax purposes. For the year ended December 31, 2015, the Company recognized $6 million in acquisition-related costs. Actual results included in the consolidated statements of operations for the Company’s acquisitions consist of approximately $341 million revenues and $171 million net loss for the year ended December 31, 2015. Pro Forma Financial Information (unaudited) The following unaudited pro forma information has been presented as if the acquisitions occurred on January 1, 2014. This information is based on historical results of operations, adjusted to give effect to pro forma events that are directly attributable to the acquisitions and factually supportable. Additionally, certain pro forma adjustments have been made to the historical results in order to (i) present them in U.S. dollars; (ii) align accounting periods; (iii) conform their statutory income tax rates to those applied by the Company; (iv) reflect the increase of cost of goods sold, depreciation and amortization from the fair value step-up as if the acquisitions had occurred on January 1, 2014. The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisitions occurred at the beginning of fiscal year 2014 ( in millions December 31, 2015 2014 Revenue $ 3,255 $ 4,847 Net loss $ (482 ) $ (131 ) |
Organization and Basis of Pre27
Organization and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 Wilson Export brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the U.S., Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. NOW’s energy product offerings are used in the oil and gas industry including upstream drilling and completion, exploration and production, midstream infrastructure development and downstream petroleum refining – as well as in other industries, such as chemical processing, power generation and industrial manufacturing operations. The industrial distribution portion of NOW’s business targets a diverse range of manufacturing and facilities across numerous industries and end markets. NOW also provides supply chain management to drilling contractors, E&P operators, midstream operators, downstream energy and industrial manufacturing companies. 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 affects any entity using GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Revenue Recognition (Topic 605), and most industry-specific guidance. The ASU provides two transition methods: (i) retrospectively to each prior reporting period presented or (ii) retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. In August 2015, the FASB proposed the effective date to be the annual reporting periods beginning after December 15, 2017, and interim periods therein. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which clarifies implementation guidance on assessing collectability, presentation of sales tax, noncash consideration and completed contracts and contract modifications at transition. The Company will adopt Topic 606 in the first quarter of fiscal year 2018 pursuant to the aforementioned adoption method (ii). The Company has substantially completed its assessment of the impact of the new standard on key contracts with customers. The Company’s contracts predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer. These are largely unimpacted by the new standard. The Company will not have a material cumulative adjustment on the consolidated financial statements as a result of the adoption of the new standard. In February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other than Inventory to recognize the income tax consequences of intra-entity transfers of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for annual and interim periods in fiscal years beginning after December 15, 2017 with early adoption permitted in the first interim period of fiscal year 2017. Upon adoption, any deferred charge established upon the intra-company transfer would be recorded as a cumulative-effect adjustment to retained earnings. The Company early adopted this standard in the first quarter of fiscal year 2017 and reversed a deferred charge of $1 million previously recorded in prepaid and other current assets in the accompanying consolidated balance sheets. However, due to the Company’s full valuation allowance in the U.S., the deferred charge recorded as a cumulative-effect adjustment to accumulated deficit netted to zero. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
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 12 “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. |
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 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 The Company evaluates the recoverability of property, plant and equipment and amortizable intangible assets 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 property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company has not recorded any such impairment charge during the years presented. The Company conducts impairment testing for goodwill annually in the fourth quarter of its fiscal year and more frequently, on an interim basis, when an event occurs or circumstances change that 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 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 tests goodwill at the reporting unit level, which is defined as an operating segment or one level below an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The Company determined that it has five reporting units for this purpose—United States Energy, United States Supply Chain, United States Process Solutions, Canada and International. Before testing goodwill, the Company considers whether or not to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount and whether an impairment test is required. Subsequent to the adoption of ASU 2017-04 , Prior to the adoption of ASU 2017-04, the goodwill impairment test was a two-step process. The first step was to identify if a potential impairment exists by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit was not considered to have a potential impairment and the second step of the impairment test is not necessary. However if the carrying amount of a reporting unit exceeds its fair value, the second step was performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. The second step compared the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeded the carrying amount, then goodwill was not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss was recognized in an amount equal to that excess. When performing goodwill impairment testing, the fair values of reporting units are determined based on valuation techniques using the best available information, including discounted cash flow projections. The discounted cash flow is based on management’s short-term and long-term forecast of operating performance for each reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flow from operations from each of the Company’s individual business units and the discount rate. The starting point for each of the reporting unit’s 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 considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend. The Company makes significant assumptions and estimates about the extent and timing of future cash flows, growth rates, and discount rates all of which represent unobservable inputs into valuation methodologies and are classified as level 3 inputs under the fair value hierarchy. In evaluating the reasonableness of the Company’s fair value estimates, the Company considers, among other factors, the relationship between the market capitalization of the Company and the estimated fair value of its reporting units. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property, plant and equipment and amortizable intangible assets. If the Company reduces the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. |
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 expense. Net foreign currency transaction losses were $2 million, $1 million and $3 million for the years ending December 31, 2017, 2016 and 2015, respectively, and are included in other expense in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company sells products through store fronts, on-site and eCommerce. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Generally, across every channel, these conditions are met when the product is shipped, delivered, or picked up by the customer. Revenues are presented net of return allowances and include freight charges billed to customers. Sales tax collected from customers is excluded from revenue in the accompanying consolidated statements of operations. |
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 costs include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative 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 for certain sales. Credit losses are provided for in the financial statements. Allowances for doubtful accounts are determined based on a continuous process of assessing the Company’s portfolio on an individual customer basis taking into account current market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers. Based on a review of these factors, the Company will establish or adjust allowances for specific customers. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to receivables. No single customer represents more than 10% of the Company’s revenue. The Company’s top 30 customers in aggregate represent approximately one-third 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. |
Environmental Liabilities | Environmental Liabilities When environmental assessments or remediations are probable and the costs can be reasonably estimated, remediation liabilities are recorded on an undiscounted basis and are adjusted as further information develops or circumstances change. |
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. |
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”. |
Receivables, net (Tables)
Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Activity in the allowance for doubtful accounts was as follows ( in millions December 31, 2017 2016 2015 Allowance for doubtful accounts Beginning balance $ 34 $ 38 $ 19 Additions charged to expenses 3 17 27 Charge-offs and other (8 ) (21 ) (8 ) Ending balance $ 29 $ 34 $ 38 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist primarily of ( in millions December 31, 2017 2016 2015 Finished goods and other $ 630 $ 531 $ 737 Less: inventory reserves (40 ) (48 ) (44 ) Total $ 590 $ 483 $ 693 Inventory reserves: Beginning balance $ 48 $ 44 $ 39 Additions charged to expenses 11 36 54 Charge-offs and other (19 ) (32 ) (49 ) Ending balance $ 40 $ 48 $ 44 |
Property, Plant and Equipment30
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of ( in millions Estimated December 31, Useful Lives 2017 2016 Information technology assets 1-7 Years $ 48 $ 47 Operating equipment 2-15 Years 93 93 Buildings and land (1) 5-35 Years 97 95 Construction in progress — 1 Total property, plant and equipment 238 236 Less: accumulated depreciation (119 ) (93 ) Property, plant and equipment, net $ 119 $ 143 (1) Land has an indefinite life. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of ( in millions December 31, 2017 2016 Compensation and other related expenses $ 36 $ 25 Customer credits and prepayments 19 27 Taxes (non-income) 15 17 Other 33 31 Total $ 103 $ 100 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2015 — $ 88 $ 117 $ 205 Additions 117 — — 117 Currency translation adjustments and other — 3 (14 ) (11 ) Balance at December 31, 2016 $ 117 91 103 311 Additions 2 — — 2 Currency translation adjustments and other — $ 7 $ 8 15 Balance at December 31, 2017 $ 119 $ 98 $ 111 $ 328 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Identified Intangible Assets by Major Classification | Identified intangible assets by major classification consist of the following ( in millions Accumulated Net Book Gross Amortization Value December 31, 2015: Trademarks and patents $ 85 $ (14 ) $ 71 Customer relationships 103 (12 ) 91 Other (covenant not to compete) 5 (4 ) 1 Currency translation adjustments and other (2 ) — (2 ) Total identified intangibles $ 191 $ (30 ) $ 161 December 31, 2016: Trademarks and patents $ 105 $ (20 ) $ 85 Customer relationships 125 (22 ) 103 Other (covenant not to compete) 11 (6 ) 5 Currency translation adjustments and other (11 ) 2 (9 ) Total identified intangibles $ 230 $ (46 ) $ 184 December 31, 2017: Trademarks and patents $ 103 $ (26 ) $ 77 Customer relationships 117 (34 ) 83 Other (covenant not to compete) 11 (9 ) 2 Currency translation adjustments and other 6 (2 ) 4 Total identified intangibles $ 237 $ (71 ) $ 166 |
Schedule of Estimated Amortization of Intangible Assets | Amortization expense was $22 million, $21 million and $13 million for the years ended December 31, 2017, 2016, and 2015, 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 2018 $ 20 2019 19 2020 19 2021 18 2022 18 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 2016 2015 United States $ (64 ) $ (206 ) $ (524 ) Foreign 12 (24 ) 6 Loss before income taxes $ (52 ) $ (230 ) $ (518 ) |
Components of the Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for 2017, 2016 and 2015 consisted of the following ( in millions 2017 2016 2015 U.S. Federal: Current — $ 2 $ (14 ) Deferred — (1 ) (2 ) — 1 (16 ) U.S. State: Current — — (1 ) Deferred — — — — — (1 ) Foreign Current 1 3 5 Deferred (1 ) — (4 ) — 3 1 Income tax provision (benefit) $ — $ 4 $ (16 ) |
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 December 31, 2017 2016 2015 Income tax provision (benefit) at federal statutory rate $ (18 ) $ (81 ) $ (181 ) Foreign tax rate differential (2 ) 2 (1 ) State income tax provision (benefit), net of federal benefit (5 ) (3 ) (8 ) Nondeductible expenses 2 8 3 Foreign tax credits (31 ) (2 ) (3 ) Nondeductible goodwill impairment — — 42 One-time transition tax 33 U.S. tax rate change 69 Change in valuation allowance (45 ) 78 129 Change in contingency reserve and other (3 ) 2 3 Income tax provision (benefit) $ — $ 4 $ (16 ) Effective tax rate 0.0 % (1.6 )% 3.0 % |
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, 2017 2016 2015 Deferred tax assets: Allowances and operating liabilities $ 8 $ 8 $ 9 Net operating loss carryforwards 52 78 13 Foreign tax credit carryforwards 29 5 3 Trade credit 1 3 4 Allowance for doubtful accounts 6 10 12 Inventory reserve 12 18 11 Stock-based compensation 15 19 19 Intangible assets 27 53 56 Other 2 6 1 Total deferred tax assets 152 200 128 Deferred tax liabilities: Tax over book depreciation — (4 ) (6 ) Total deferred tax liabilities — (4 ) (6 ) Net deferred tax assets before valuation allowance 152 196 122 Valuation allowance (157 ) (202 ) (129 ) Net deferred tax assets (liability) $ (5 ) $ (6 ) $ (7 ) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions 2017 2016 2015 Unrecognized tax benefit at January 1 $ 1 $ 1 $ — Gross increases - tax positions in prior period — — — Gross decreases - tax positions in prior period — — — Gross increases - tax positions in current period — — 1 Settlement (1 ) — — Lapse of statute of limitations — — — Unrecognized tax benefit at December 31 $ — $ 1 $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments Under Noncancellable Operating Leases | Future minimum lease commitments under noncancellable operating leases with initial or remaining terms of one year or more as of December 31, 2017, are payable as follows ( in millions 2018 $ 36 2019 25 2020 18 2021 11 2022 8 Thereafter 11 Total future lease commitments $ 109 |
Derivative Financial Instrume36
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The table below provides data about the fair value of the derivative instruments that are recorded in the consolidated balance sheets ( in millions December 31, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Foreign exchange forward contracts (1) $ — $ — $ 1 $ — (1) Included in other current liabilities and other current assets in the consolidated balance sheets. The total notional amount of the forward foreign exchange contracts was approximately $37 million and $76 million at December 31, 2017 and 2016, respectively. |
Schedule of Gain and (Losses) Recognized | The table below provides the gains and (losses) recognized in other income in the accompanying consolidated statements of operations related to the Company’s derivative instruments ( in millions December 31, 2017 2016 2015 Derivatives not designated as hedging instruments: Foreign exchange forward contracts $ 1 $ 12 $ (4 ) |
Accumulated Other Comprehensi37
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are as follows ( in millions Foreig n Translation Adjustments Balance at December 31, 2016 (142 ) Other comprehensive income 37 Balance at December 31, 2017 (105 ) |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 Revenue $ 1,914 $ 356 $ 378 $ 2,648 Operating profit (loss) (53 ) 13 (1 ) (41 ) Depreciation and amortization 37 3 10 50 Property, plant and equipment, net 81 14 24 119 Total assets 1,207 401 141 1,749 2016 Revenue $ 1,445 $ 258 $ 404 $ 2,107 Operating loss (192 ) (18 ) (12 ) (222 ) Depreciation and amortization 40 3 10 53 Property, plant and equipment, net 104 15 24 143 Total assets 1,112 306 185 1,603 2015 Revenue $ 2,027 $ 378 $ 605 $ 3,010 Operating profit (loss) (515 ) (1 ) 6 (510 ) Impairment of goodwill (393 ) — — (393 ) Depreciation and amortization 26 3 9 38 Property, plant and equipment, net 119 16 30 165 Total assets 1,266 300 266 1,832 |
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 December 31, 2017 2016 2015 Product Category Drilling and production $ 625 $ 496 $ 632 Pipe 418 287 509 Valves 541 374 538 Fittings and flanges 419 350 448 Mill tool, MRO, safety and other 645 600 883 Total $ 2,648 $ 2,107 $ 3,010 |
Loss Per Share (_EPS_) (Tables)
Loss Per Share (“EPS”) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Share | Basic and diluted loss per share follows ( in millions December 31, 2017 2016 2015 Numerator: Net loss attributable to the Company's stockholders $ (52 ) $ (234 ) $ (502 ) Denominator: Weighted average basic common shares outstanding 107,745,229 107,416,181 107,173,972 Effect of dilutive securities — — — Weighted average diluted common shares outstanding 107,745,229 107,416,181 107,173,972 Loss per share attributable to the Company's stockholders: Basic $ (0.48 ) $ (2.18 ) $ (4.68 ) Diluted $ (0.48 ) $ (2.18 ) $ (4.68 ) |
Stock-based Compensation and 40
Stock-based Compensation and Outstanding Awards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Significant Assumptions Used to Calculate the Grant Date Fair Market Values of Options Granted | For the stock options granted in 2017, 2016 and 2015, 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, 2017 2016 2015 Valuation Assumptions: Expected volatility 37.9 % 44.0 % 41.2 % Risk-free interest rate 1.9 % 1.3 % 1.4 % 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 Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2016 4,853 $ 26.83 Granted 915 20.64 Forfeited (102 ) 23.23 Exercised (36 ) 14.19 Outstanding as of December 31, 2017 5,630 $ 25.97 4.9 $ — Exercisable at December 31, 2017 3,964 $ 29.16 4.5 $ — |
Summary of Status of Nonvested Shares of RSAs and RSUs | The following table summarizes award activity for restricted stock awards and restricted stock units: RSAs / RSUs Shares (in thousands) Weighted- Average Grant-Date Fair Value Nonvested as of December 31, 2016 2,311 $ 27.66 Granted 580 15.87 Vested (1) (808 ) 22.34 Forfeited (405 ) 28.28 Nonvested as of December 31, 2017 1,678 $ 25.99 (1) 251 thousand shares were withheld and retired from the vesting of shares to employees to satisfy minimum tax withholding. The following table summarizes award activity for performance stock awards: PSAs Shares (in thousands) Weighted- Average Grant-Date Fair Value Nonvested as of December 31, 2016 233 $ 18.81 Granted 84 22.75 Vested — — Forfeited — — Nonvested as of December 31, 2017 317 $ 19.86 |
Quarterly Financial Data (Una41
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Result | Summarized quarterly results, were as follows ( in millions First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2017 Revenue $ 631 $ 651 $ 697 $ 669 Operating expenses Cost of products 517 527 562 541 Warehousing, selling and administrative 135 138 141 128 Operating profit (loss) (21 ) (14 ) (6 ) — Other expense (2 ) (3 ) (3 ) (3 ) Loss before income taxes (23 ) (17 ) (9 ) (3 ) Income tax provision (benefit) — — — — Net loss $ (23 ) $ (17 ) $ (9 ) $ (3 ) Loss per share: Basic loss per common share $ (0.21 ) $ (0.16 ) $ (0.08 ) $ (0.03 ) Diluted loss per common share $ (0.21 ) $ (0.16 ) $ (0.08 ) $ (0.03 ) Weighted-average common shares outstanding, basic 108 108 108 108 Weighted-average common shares outstanding, diluted 108 108 108 108 Year ended December 31, 2016 Revenue $ 548 $ 501 $ 520 $ 538 Operating expenses Cost of products 461 418 433 450 Warehousing, selling and administrative 152 140 140 135 Operating loss (65 ) (57 ) (53 ) (47 ) Other expense (2 ) (2 ) (3 ) (1 ) Loss before income taxes (67 ) (59 ) (56 ) (48 ) Income tax provision (benefit) (4 ) (15 ) — 23 Net loss $ (63 ) $ (44 ) $ (56 ) $ (71 ) Loss per share: Basic loss per common share $ (0.59 ) $ (0.40 ) $ (0.53 ) $ (0.66 ) Diluted loss per common share $ (0.59 ) $ (0.40 ) $ (0.53 ) $ (0.66 ) Weighted-average common shares outstanding, basic 107 107 107 107 Weighted-average common shares outstanding, diluted 107 107 107 107 |
Employee Bargaining Agreement42
Employee Bargaining Agreements and Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, are as follows ( in millions Pension Benefits At year end 2017 2016 Benefit obligation at beginning of year $ 13 $ 16 Interest cost — 1 Actuarial loss (gain) 1 3 Benefits paid — (1 ) Plan settlements — (3 ) Foreign currency exchange rate changes (1 ) (3 ) Acquisitions (disposals) — — Benefit obligation at end of year 13 13 Fair value of plan assets at beginning of year $ 15 $ 18 Actual return 2 2 Benefits paid — (1 ) Company contributions 1 1 Plan settlements — (3 ) Foreign currency exchange rate changes — (2 ) Acquisitions (disposals) — — Fair value of plan assets at end of year 18 15 Funded status 5 2 Accumulated benefit obligation at end of year 13 13 |
Assumption Rates Used for Benefit Obligations | The assumption rates used for benefit obligations are as follows: December 31, 2017 2016 Discount rate: 2.50 % 2.70 % |
Assumption Rates Used for Net Periodic Benefit Costs | The assumption rates used for net periodic benefit costs are as follows: December 31, 2017 2016 2015 Discount rate: 2.70% 3.70% 3.10% - 3.90% Expected return on assets: 3.27% - 4.27% 4.04% - 4.50% 2.13% - 5.50% |
Plan's Assets Carried at Fair Value | The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value ( in millions Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2016: Equity securities $ 8 $ 8 $ — $ — Fixed Income Securities 3 3 — — Other 4 — 4 — Total Fair Value Measurements $ 15 $ 11 $ 4 $ — December 31, 2017: Equity securities $ 10 $ 10 $ — $ — Fixed Income Securities 3 3 — — Other 5 — 5 — Total Fair Value Measurements $ 18 $ 13 $ 5 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information has been presented as if the acquisitions occurred on January 1, 2014. This information is based on historical results of operations, adjusted to give effect to pro forma events that are directly attributable to the acquisitions and factually supportable. Additionally, certain pro forma adjustments have been made to the historical results in order to (i) present them in U.S. dollars; (ii) align accounting periods; (iii) conform their statutory income tax rates to those applied by the Company; (iv) reflect the increase of cost of goods sold, depreciation and amortization from the fair value step-up as if the acquisitions had occurred on January 1, 2014. The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisitions occurred at the beginning of fiscal year 2014 ( in millions December 31, 2015 2014 Revenue $ 3,255 $ 4,847 Net loss $ (482 ) $ (131 ) |
2016 Acquisition [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | As initially reported Measurement period adjustments As adjusted Net purchase price $ 176 $ 3 $ 179 Fair value of net assets acquired: Current assets other than cash 26 — 26 Property, plant and equipment 12 (1 ) 11 Trade names (estimated useful lives of 20 years) 21 (1 ) 20 Customer relationships (estimated useful lives of 10 years) 25 — 25 Current liabilities (19 ) (2 ) (21 ) Deferred tax liabilities (19 ) 18 (1 ) Total fair value of net assets acquired $ 46 $ 14 $ 60 Goodwill (1) $ 130 $ (11 ) $ 119 (1) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefits that the Company believes will result from combining its operations with those of businesses acquired. The amount of goodwill recognized that is expected to be deductible for income tax purposes is $116 million. |
Series of Individually Immaterial Business Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | The following table summarizes the consideration paid for the eight acquisitions and the assets acquired and liabilities assumed recognized ( in millions As of December 31, 2015 Purchase price including contingent consideration $ 544 Less: cash acquired (29 ) Net purchase price 515 Fair value of net assets acquired: Current assets other than cash 181 Property, plant and equipment 59 Trade names (estimated useful lives of 1-20 years) 24 Customer relationships (estimated useful lives of 6-10 years) 79 Current liabilities (72 ) Deferred tax liabilities (31 ) Other non-current liability (1 ) Total fair value of net assets acquired 239 Goodwill (1) 276 (1) The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefits that the Company believes will result from combining its operations with those of businesses acquired. An immaterial amount of the goodwill recognized is expected to be deductible for income tax purposes. |
Organization and Basis of Pre44
Organization and Basis of Presentation - Additional Information (Detail) | Nov. 22, 2013GeographicMarketVendorCountry | Dec. 31, 2017USD ($)Pension_Plan | Mar. 31, 2017USD ($) |
Basis Of Presentation And Organization [Line Items] | |||
Number of geographical area covered | GeographicMarket | 80 | ||
Number of vendors | Vendor | 1,000 | ||
Number of countries distribution occur through vendors | Country | 40 | ||
ASU 2016-16 [Member] | |||
Basis Of Presentation And Organization [Line Items] | |||
Upon adoption of deferred charge cumulative-effect adjustment to accumulated deficit netted | $ 0 | ||
Prepaid and Other Current Assets [Member] | ASU 2016-16 [Member] | |||
Basis Of Presentation And Organization [Line Items] | |||
Reversal of deferred charge | $ 1,000,000 | ||
UK [Member] | |||
Basis Of Presentation And Organization [Line Items] | |||
Number of defined benefit plan | Pension_Plan | 2 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)ReportingUnitCustomer | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reporting units | ReportingUnit | 5 | ||
Foreign currency transaction losses | $ | $ 2 | $ 1 | $ 3 |
Number of major customers | Customer | 30 | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue | 10.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Top 30 Customers [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue | 33.00% |
Receivables, Net - Rollforward
Receivables, Net - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 34 | $ 38 | $ 19 |
Additions charged to expenses | 3 | 17 | 27 |
Charge-offs and other | (8) | (21) | (8) |
Ending balance | $ 29 | $ 34 | $ 38 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Detail) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | ||||||
Finished goods and other | $ 630 | $ 531 | $ 737 | |||
Less: inventory reserves | $ (40) | $ (48) | $ (44) | (40) | (48) | (44) |
Total | $ 590 | $ 483 | $ 693 | |||
Inventory reserves: | ||||||
Inventory reserves, Beginning balance | 48 | 44 | 39 | |||
Additions charged to expenses | 11 | 36 | 54 | |||
Inventory reserves, Charge-offs and other | (19) | (32) | (49) | |||
Inventory reserves, Ending balance | $ 40 | $ 48 | $ 44 |
Property, Plant and Equipment48
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 238 | $ 236 | |
Less: accumulated depreciation | (119) | (93) | |
Property, plant and equipment, net | 119 | 143 | $ 165 |
Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 48 | 47 | |
Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 93 | 93 | |
Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 97 | 95 | |
Construction in progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 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 [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 [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | 35 years |
Property, Plant and Equipment49
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Land [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Lives | indefinite life |
Property, Plant and Equipment50
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||||
Depreciation expense | $ 28 | $ 32 | $ 25 | ||
Net carrying value of assets held for sale | $ 2 | ||||
Recognized gain on sale of assets held for sale | $ 10 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Compensation and other related expenses | $ 36 | $ 25 |
Customer credits and prepayments | 19 | 27 |
Taxes (non-income) | 15 | 17 |
Other | 33 | 31 |
Total | $ 103 | $ 100 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Identified by Segment (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $ 311 | $ 205 |
Additions | 2 | 117 |
Currency translation adjustments and other | 15 | (11) |
Goodwill, Ending balance | 328 | 311 |
United States [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 117 | |
Additions | 2 | 117 |
Goodwill, Ending balance | 119 | 117 |
Canada (Member) | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 91 | 88 |
Currency translation adjustments and other | 7 | 3 |
Goodwill, Ending balance | 98 | 91 |
International [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning balance | 103 | 117 |
Currency translation adjustments and other | 8 | (14) |
Goodwill, Ending balance | $ 111 | $ 103 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||||
Goodwill impairment loss | $ 0 | $ 0 | $ 138,000,000 | $ 255,000,000 | $ 393,000,000 |
Goodwill | 328,000,000 | 311,000,000 | 205,000,000 | 205,000,000 | |
Tax benefit reported for goodwill impairment | 0 | 0 | |||
International [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment loss | 0 | ||||
Goodwill | $ 111,000,000 | 103,000,000 | $ 117,000,000 | $ 117,000,000 | |
U.S. Energy [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 0 | ||||
U.S. Process Solutions [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 119,000,000 |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization Of Intangible Assets | $ 22 | $ 21 | $ 13 |
Minimum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives of identified intangible assets | 1 year | ||
Maximum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives of identified intangible assets | 20 years |
Intangibles, Net - Identified I
Intangibles, Net - Identified Intangible Assets by Major Classification (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||
Currency translation adjustments and other | $ (2) | ||
Gross | 191 | $ 237 | $ 230 |
Accumulated Amortization | (30) | (71) | (46) |
Net Book Value | 161 | 166 | 184 |
Trademarks and Patents [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross | 85 | 103 | 105 |
Accumulated Amortization | (14) | (26) | (20) |
Net Book Value | 71 | 77 | 85 |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross | 103 | 117 | 125 |
Accumulated Amortization | (12) | (34) | (22) |
Net Book Value | 91 | 83 | 103 |
Other (Covenant Not to Compete) [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross | 5 | 11 | 11 |
Accumulated Amortization | (4) | (9) | (6) |
Net Book Value | $ 1 | 2 | 5 |
Currency Translation Adjustments and Other [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross | 6 | (11) | |
Accumulated Amortization | (2) | 2 | |
Net Book Value | $ 4 | $ (9) |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Estimated Amortization of Intangible Assets (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2,018 | $ 20 |
2,019 | 19 |
2,020 | 19 |
2,021 | 18 |
2,022 | $ 18 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Income Tax [Line Items] | ||||
U.S. federal corporate tax rate | 35.00% | |||
Charge relating to change in U.S. federal corporate tax rate | $ 69,000,000 | |||
Change in valuation allowance | (69,000,000) | |||
Charge relating to one-time transition tax on unremitted foreign earnings | 33,000,000 | |||
Unrecognized tax benefits | 0 | $ 1,000,000 | $ 1,000,000 | |
Unrecognized tax benefits, income tax penalties and interest expense | 0 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | |||
Valuation Allowance | 157,000,000 | 202,000,000 | 129,000,000 | |
Valuation allowance | 29,000,000 | |||
Foreign tax credit carryforwards | 29,000,000 | $ 5,000,000 | $ 3,000,000 | |
Foreign tax credit carryforwards, recognized as one-time transition tax due to Tax cuts and jobs act of 2017 | 23,000,000 | |||
Undistributed earnings | 153,000,000 | |||
Income taxes provided for additional outside basis difference inherent in entities as result of reinvestment | 0 | |||
Foreign Subsidiaries [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Additional provision for U.S. federal income tax | 0 | |||
Additional provision for state income tax | $ 0 | |||
Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Foreign tax credits expiration year | 2,024 | |||
Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Foreign tax credits expiration year | 2,027 | |||
Federal [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 188,000,000 | |||
Deferred tax benefit | 39,000,000 | |||
Valuation Allowance | $ 39,000,000 | |||
Federal [Member] | Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,035 | |||
Federal [Member] | Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,036 | |||
State [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 143,000,000 | |||
Deferred tax benefit | 8,000,000 | |||
Valuation allowance | $ 8,000,000 | |||
State [Member] | Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,020 | |||
State [Member] | Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,037 | |||
Foreign Country [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 20,000,000 | |||
Valuation allowance | 5,000,000 | |||
Operating Loss Carryforwards without expiration date | 13,000,000 | |||
Operating Loss Carryforwards with expiration date | $ 7,000,000 | |||
Foreign Country [Member] | Minimum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,020 | |||
Foreign Country [Member] | Maximum [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards expiration year | 2,037 | |||
United States [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | $ 44,000,000 | |||
Canada (Member) | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | 3,000,000 | |||
Other Foreign Jurisdictions [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
Change in valuation allowance | $ (2,000,000) | |||
Scenario Forecast [Member] | ||||
Schedule Of Income Tax [Line Items] | ||||
U.S. federal corporate tax rate | 21.00% |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ (64) | $ (206) | $ (524) | ||||||||
Foreign | 12 | (24) | 6 | ||||||||
Loss before income taxes | $ (3) | $ (9) | $ (17) | $ (23) | $ (48) | $ (56) | $ (59) | $ (67) | $ (52) | $ (230) | $ (518) |
Income Taxes - Components of th
Income Taxes - Components of the Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S. Federal: | ||||||
Current | $ 2 | $ (14) | ||||
Deferred | (1) | (2) | ||||
U.S. Federal, Total | 1 | (16) | ||||
U.S. State: | ||||||
Current | (1) | |||||
U.S. State, Total | (1) | |||||
Foreign | ||||||
Current | $ 1 | 3 | 5 | |||
Deferred | $ (1) | (4) | ||||
Foreign, Total | 3 | 1 | ||||
Income tax provision (benefit) | $ 23 | $ (15) | $ (4) | $ 4 | $ (16) |
Income Taxes - Difference Betwe
Income Taxes - Difference Between Effective Tax Rate (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax provision (benefit) at federal statutory rate | $ (18) | $ (81) | $ (181) | |||
Foreign tax rate differential | (2) | 2 | (1) | |||
State income tax provision (benefit), net of federal benefit | (5) | (3) | (8) | |||
Nondeductible expenses | 2 | 8 | 3 | |||
Foreign tax credits | (31) | (2) | (3) | |||
Nondeductible goodwill impairment | 42 | |||||
One-time transition tax | 33 | |||||
U.S. tax rate change | 69 | |||||
Change in valuation allowance | (45) | 78 | 129 | |||
Change in contingency reserve and other | $ (3) | 2 | 3 | |||
Income tax provision (benefit) | $ 23 | $ (15) | $ (4) | $ 4 | $ (16) | |
Effective tax rate | 0.00% | (1.60%) | 3.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Allowances and operating liabilities | $ 8 | $ 8 | $ 9 |
Net operating loss carryforwards | 52 | 78 | 13 |
Foreign tax credit carryforwards | 29 | 5 | 3 |
Trade credit | 1 | 3 | 4 |
Allowance for doubtful accounts | 6 | 10 | 12 |
Inventory reserve | 12 | 18 | 11 |
Stock-based compensation | 15 | 19 | 19 |
Intangible assets | 27 | 53 | 56 |
Other | 2 | 6 | 1 |
Total deferred tax assets | 152 | 200 | 128 |
Deferred tax liabilities: | |||
Tax over book depreciation | (4) | (6) | |
Total deferred tax liabilities | (4) | (6) | |
Net deferred tax assets before valuation allowance | 152 | 196 | 122 |
Valuation allowance | (157) | (202) | (129) |
Net deferred tax assets (liability) | $ (5) | $ (6) | $ (7) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefit beginning balance | $ 1 | |
Gross increases - tax positions in current period | $ 1 | |
Settlement | (1) | |
Unrecognized tax benefit ending balance | $ 0 | $ 1 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jan. 20, 2016 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Term of loan | 5 years | |
Agreement date | Apr. 18, 2014 | |
Aggregate loan amount | $ 750,000,000 | |
Sub-facility for letter of credit | 150,000,000 | |
Sub-facility for swing line loans | 50,000,000 | |
Increase in aggregate principal amount | $ 250,000,000 | |
Base rate | 0.75% | |
Maximum capitalization ratio | 45.00% | 50.00% |
Minimum interest coverage ratio | 300.00% | |
Minimum asset coverage ratio | 150.00% | |
Percentage increase in commitment fee | 0.05% | |
Percentage of equity in customary security interest | 65.00% | |
Senior secured revolving credit facility commitment | $ 750,000,000 | |
Line of Credit Facility, Expiration Date | Apr. 18, 2019 | |
Standby Letters of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | $ 40,000,000 | |
Swing Line Loan [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | $ 25,000,000 | |
Accordion Debt [member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 250,000,000 | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | 162,000,000 | |
Line of Credit Facility, Available Borrowing Capacity | $ 429,000,000 | |
Line Of credit Unused Capacity Percentage | 72.00% | |
Letters of credit | $ 6,000,000 | |
Casualty insurance, expiration month and year | 2018-07 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Annual commitment fee range | 0.25% | |
Line of credit covenant trigger percentage | 25.00% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Annual commitment fee range | 0.35% | |
Federal Funds Rate [Member] | ||
Debt Instrument [Line Items] | ||
Base rate | 0.50% | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Base rate | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Credit arrangements | $ 35,000,000 | ||
Contingent liability | 8,000,000 | ||
Rental expense | 50,000,000 | $ 50,000,000 | $ 51,000,000 |
Total future lease commitments | 109,000,000 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Loss Contingencies [Line Items] | |||
Rental expense | 3,000,000 | $ 3,000,000 | |
Total future lease commitments | $ 9,000,000 | ||
Operating leases, expiry year | 2,023 | ||
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Range of reasonably possible losses | $ 0 | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Range of reasonably possible losses | $ 15,000,000 |
Commitments and Contingencies65
Commitments and Contingencies - Future Minimum Lease Commitments Under Noncancellable Operating Leases (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 36 |
2,019 | 25 |
2,020 | 18 |
2,021 | 11 |
2,022 | 8 |
Thereafter | 11 |
Total future lease commitments | $ 109 |
Derivative Financial Instrume66
Derivative Financial Instruments - Schedule of Fair Value of Derivative Instruments (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Derivatives Not Designated as Hedging Instrument [Member] | |
Derivatives Fair Value [Line Items] | |
Foreign exchange forward contracts, Assets | $ 1 |
Derivative Financial Instrume67
Derivative Financial Instruments - Schedule of Fair Value of Derivative Instruments (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Forward Contracts [Member] | ||
Derivatives Fair Value [Line Items] | ||
Notional amount of forward foreign exchange contracts | $ 37 | $ 76 |
Derivative Financial Instrume68
Derivative Financial Instruments - Schedule of Gain and (Losses) Recognized (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivatives Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Foreign exchange forward contracts | $ 1 | $ 12 | $ (4) |
Accumulated Other Comprehensi69
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (142) | ||
Other comprehensive income | 37 | $ (8) | $ (89) |
Accumulated other comprehensive income (loss), Ending balance | (105) | (142) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated other comprehensive income (loss), Beginning balance | (142) | ||
Other comprehensive income | 37 | (8) | $ (89) |
Accumulated other comprehensive income (loss), Ending balance | $ (105) | $ (142) |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017CountrySegmentLocation | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 5 |
Number of reportable segments | Segment | 3 |
United States [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 195 |
Canada (Member) | |
Segment Reporting Information [Line Items] | |
Number of locations | 55 |
International [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 35 |
Number of countries | Country | 20 |
Business Segments - Summary of
Business Segments - Summary of Financial Information of Company's Reportable Segments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | $ 669,000,000 | $ 697,000,000 | $ 651,000,000 | $ 631,000,000 | $ 538,000,000 | $ 520,000,000 | $ 501,000,000 | $ 548,000,000 | $ 2,648,000,000 | $ 2,107,000,000 | $ 3,010,000,000 | ||
Operating profit (loss) | $ (6,000,000) | $ (14,000,000) | $ (21,000,000) | (47,000,000) | $ (53,000,000) | $ (57,000,000) | $ (65,000,000) | (41,000,000) | (222,000,000) | (510,000,000) | |||
Impairment of goodwill | 0 | 0 | $ (138,000,000) | $ (255,000,000) | (393,000,000) | ||||||||
Depreciation and amortization | 50,000,000 | 53,000,000 | 38,000,000 | ||||||||||
Property, plant and equipment, net | 119,000,000 | 143,000,000 | 165,000,000 | 119,000,000 | 143,000,000 | 165,000,000 | |||||||
Total assets | 1,749,000,000 | 1,603,000,000 | 1,832,000,000 | 1,749,000,000 | 1,603,000,000 | 1,832,000,000 | |||||||
United States [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 1,914,000,000 | 1,445,000,000 | 2,027,000,000 | ||||||||||
Operating profit (loss) | (53,000,000) | (192,000,000) | (515,000,000) | ||||||||||
Impairment of goodwill | (393,000,000) | ||||||||||||
Depreciation and amortization | 37,000,000 | 40,000,000 | 26,000,000 | ||||||||||
Property, plant and equipment, net | 81,000,000 | 104,000,000 | 119,000,000 | 81,000,000 | 104,000,000 | 119,000,000 | |||||||
Total assets | 1,207,000,000 | 1,112,000,000 | 1,266,000,000 | 1,207,000,000 | 1,112,000,000 | 1,266,000,000 | |||||||
Canada (Member) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 356,000,000 | 258,000,000 | 378,000,000 | ||||||||||
Operating profit (loss) | 13,000,000 | (18,000,000) | (1,000,000) | ||||||||||
Depreciation and amortization | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Property, plant and equipment, net | 14,000,000 | 15,000,000 | 16,000,000 | 14,000,000 | 15,000,000 | 16,000,000 | |||||||
Total assets | 401,000,000 | 306,000,000 | 300,000,000 | 401,000,000 | 306,000,000 | 300,000,000 | |||||||
International [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenue | 378,000,000 | 404,000,000 | 605,000,000 | ||||||||||
Operating profit (loss) | (1,000,000) | (12,000,000) | 6,000,000 | ||||||||||
Impairment of goodwill | 0 | ||||||||||||
Depreciation and amortization | 10,000,000 | 10,000,000 | 9,000,000 | ||||||||||
Property, plant and equipment, net | 24,000,000 | 24,000,000 | 30,000,000 | 24,000,000 | 24,000,000 | 30,000,000 | |||||||
Total assets | $ 141,000,000 | $ 185,000,000 | $ 266,000,000 | $ 141,000,000 | $ 185,000,000 | $ 266,000,000 |
Business Segments - Schedule of
Business Segments - Schedule of Comparison of Approximate Sales Mix in Principal Product Categories (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | $ 669 | $ 697 | $ 651 | $ 631 | $ 538 | $ 520 | $ 501 | $ 548 | $ 2,648 | $ 2,107 | $ 3,010 |
Drilling and Production [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 625 | 496 | 632 | ||||||||
Pipe [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 418 | 287 | 509 | ||||||||
Valves [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 541 | 374 | 538 | ||||||||
Fittings and Flanges [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 419 | 350 | 448 | ||||||||
Mill Tool, MRO, Safety and Other [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | $ 645 | $ 600 | $ 883 |
Loss Per Share ("EPS") - Additi
Loss Per Share ("EPS") - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities excluded from Computation of Earnings Per Share | 8,000,000 | 7,000,000 | 6,000,000 |
Loss Per Share ("EPS") - Comput
Loss Per Share ("EPS") - Computation of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net loss attributable to the Company's stockholders | $ (52) | $ (234) | $ (502) | ||||||||
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 |
Effect of dilutive securities | |||||||||||
Weighted-average common shares outstanding, diluted | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 |
Basic loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) |
Diluted loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) |
Stock-based Compensation and 75
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 20,000,000 | $ 23,000,000 | $ 27,000,000 |
Tax benefit recognized from compensation expense | $ 7,000,000 | $ 6,000,000 | 7,000,000 |
Share-based compensation arrangement by share-based payment award, options, contractual term | 4 years 10 months 24 days | ||
Weighted-average grant-date fair value of options granted | $ 7.07 | $ 5.29 | |
Cash received from exercises of stock options | $ 1,000,000 | ||
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 |
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 | $ 7,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 7 months 6 days | ||
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 | ||
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 | ||
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 [Member] | Cliff Vests After Year Four [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 4 years | ||
Restricted Stock [Member] | Cliff Vests After Year Six [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 6 years | ||
Restricted Stock and Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 16,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 10 months 24 days | ||
Weighted average grant date fair value, Granted | $ 15.87 | $ 14.71 | $ 22.59 |
Fair value of shares vested | $ 12,000,000 | $ 6,000,000 | $ 4,000,000 |
Stock based awards, shares granted | 580,000 | ||
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 | $ 2,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 2 months 12 days | ||
Weighted average grant date fair value, Granted | $ 22.75 | $ 16.47 | |
Performance-base restricted stock [Member] | Minimum [Member] | Senior Management Employees [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, shares granted | 0 | ||
Performance-base restricted stock [Member] | Maximum [Member] | Senior Management Employees [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, shares granted | 169,346 | ||
TSR metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 33.33% | ||
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 | 33.33% | ||
Performance based restricted stock awards goals over performance period | 3 years | ||
Working Capital (WC) metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 33.33% | ||
Performance based restricted stock awards goals over performance period | 3 years |
Stock-based Compensation and 76
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Assumptions: | |||
Expected volatility | 37.90% | 44.00% | 41.20% |
Risk-free interest rate | 1.90% | 1.30% | 1.40% |
Expected term (in years) | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Stock-based Compensation and 77
Stock-based Compensation and Outstanding Awards - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 4,853,000 |
Stock Options, Granted | shares | 915,000 |
Stock Options, Forfeited | shares | (102,000) |
Stock Options, Exercised | shares | (36,000) |
Stock Options, Outstanding, Ending balance | shares | 5,630,000 |
Stock Options, Exercisable at December 31, 2017 | shares | 3,964,000 |
Weighted average exercise price, Outstanding, Beginning balance | $ / shares | $ 26.83 |
Weighted average exercise price, Granted | $ / shares | 20.64 |
Weighted average exercise price, Forfeited | $ / shares | 23.23 |
Weighted average exercise price, Exercised | $ / shares | 14.19 |
Weighted average exercise price, Outstanding, Ending balance | $ / shares | 25.97 |
Weighted average exercise price, Exercisable at December 31, 2017 | $ / shares | $ 29.16 |
Weighted average remaining contractual term, Outstanding, Ending balance | 4 years 10 months 24 days |
Weighted average remaining contractual term, Exercisable at December 31, 2017 | 4 years 6 months |
Stock-based Compensation and 78
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested shares, beginning balance | 2,311,000 | ||
Shares, Granted | 580,000 | ||
Shares, Vested | (808,000) | ||
Shares, Forfeited | (405,000) | ||
Nonvested shares, ending balance | 1,678,000 | 2,311,000 | |
Weighted average grant date fair value, Nonvested beginning balance | $ 27.66 | ||
Weighted average grant date fair value, Granted | 15.87 | $ 14.71 | $ 22.59 |
Weighted average grant date fair value, Vested | 22.34 | ||
Weighted average grant date fair value, Forfeited | 28.28 | ||
Weighted average grant date fair value, Nonvested ending balance | $ 25.99 | $ 27.66 |
Stock-based Compensation and 79
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of RSAs and RSUs (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2017shares | |
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 | 251,000 |
Stock-based Compensation and 80
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of PSAs (Detail) - Performance Share (PSAs) Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested shares, beginning balance | shares | 233,000 |
Shares, Granted | shares | 84,000 |
Nonvested shares, ending balance | shares | 317,000 |
Weighted average grant date fair value, Nonvested beginning balance | $ / shares | $ 18.81 |
Weighted average grant date fair value, Granted | $ / shares | 22.75 |
Weighted average grant date fair value, Nonvested ending balance | $ / shares | $ 19.86 |
Quarterly Financial Data - Summ
Quarterly Financial Data - Summarized Quarterly Result (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 669 | $ 697 | $ 651 | $ 631 | $ 538 | $ 520 | $ 501 | $ 548 | $ 2,648 | $ 2,107 | $ 3,010 |
Operating expenses: | |||||||||||
Cost of products | 541 | 562 | 527 | 517 | 450 | 433 | 418 | 461 | 2,147 | 1,762 | 2,508 |
Warehousing, selling and administrative | 128 | 141 | 138 | 135 | 135 | 140 | 140 | 152 | 542 | 567 | 619 |
Operating loss | (6) | (14) | (21) | (47) | (53) | (57) | (65) | (41) | (222) | (510) | |
Other expense | (3) | (3) | (3) | (2) | (1) | (3) | (2) | (2) | (11) | (8) | (8) |
Loss before income taxes | (3) | (9) | (17) | (23) | (48) | (56) | (59) | (67) | (52) | (230) | (518) |
Income tax provision (benefit) | 23 | (15) | (4) | 4 | (16) | ||||||
Net loss | $ (3) | $ (9) | $ (17) | $ (23) | $ (71) | $ (56) | $ (44) | $ (63) | $ (52) | $ (234) | $ (502) |
Loss per share: | |||||||||||
Basic loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) |
Diluted loss per common share | $ (0.03) | $ (0.08) | $ (0.16) | $ (0.21) | $ (0.66) | $ (0.53) | $ (0.40) | $ (0.59) | $ (0.48) | $ (2.18) | $ (4.68) |
Weighted-average common shares outstanding, basic | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 |
Weighted-average common shares outstanding, diluted | 108,000,000 | 108,000,000 | 108,000,000 | 108,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,000,000 | 107,745,229 | 107,416,181 | 107,173,972 |
Employee Bargaining Agreement82
Employee Bargaining Agreements and Benefit Plans - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)EmployeesPension_Plan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of temporary employees | Employees | 275 | ||
Expenses for defined contribution plan | $ 12 | $ 13 | $ 14 |
Number of benefit plans, description | The company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. The second defined benefit plan was acquired from the John MacLean & Sons Electrical acquisition in March 2015. | ||
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 | ||
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of employees | Employees | 4,600 | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of employees collective bargaining agreement | 1.00% | ||
Net periodic benefit cost | $ 1 | $ 1 | $ 1 |
Defined benefit plan, expected future benefit payments in next twelve months | 1 | ||
Defined benefit plan, expected future benefit payments in year two | 1 | ||
Defined benefit plan, expected future benefit payments in year three | 1 | ||
Defined benefit plan, expected future benefit payments in year four | 1 | ||
Defined benefit plan, expected future benefit payments in year five | 1 | ||
Defined benefit plan, expected future benefit payments in year five and thereafter | 3 | ||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 1 |
Employee Bargaining Agreement83
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, 2017 | Dec. 31, 2016 | |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | $ 15 | |
Fair value of plan assets at end of year | 18 | $ 15 |
Pension Benefits | ||
Benefit obligation | ||
Benefit obligation at beginning of year | 13 | 16 |
Interest cost | 1 | |
Actuarial loss (gain) | 1 | 3 |
Benefits paid | (1) | |
Plan settlements | (3) | |
Foreign currency exchange rate changes | (1) | (3) |
Benefit obligation at end of year | 13 | 13 |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | 15 | 18 |
Actual return | 2 | 2 |
Benefits paid | (1) | |
Company contributions | 1 | 1 |
Plan settlements | (3) | |
Foreign currency exchange rate changes | (2) | |
Fair value of plan assets at end of year | 18 | 15 |
Funded status | 5 | 2 |
Accumulated benefit obligation at end of year | $ 13 | $ 13 |
Employee Bargaining Agreement84
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Benefit Obligations (Detail) | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure [Abstract] | ||
Discount rate: | 2.50% | 2.70% |
Employee Bargaining Agreement85
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Net Periodic Benefit Costs (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 2.70% | 3.70% | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 3.10% | ||
Expected return on assets: | 3.27% | 4.04% | 2.13% |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 3.90% | ||
Expected return on assets: | 4.27% | 4.50% | 5.50% |
Employee Bargaining Agreement86
Employee Bargaining Agreements and Benefit Plans - Plan's Assets Carried at Fair Value (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | $ 18 | $ 15 |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 10 | 8 |
Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 3 | 3 |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 5 | 4 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 13 | 11 |
Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 10 | 8 |
Level 1 [Member] | Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 3 | 3 |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | 5 | 4 |
Level 2 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Fair Value Measurements | $ 5 | $ 4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Jun. 01, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Acquisition | May 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 328,000,000 | $ 311,000,000 | $ 205,000,000 | |||
Amortization of Intangible Assets | $ 22,000,000 | 21,000,000 | 13,000,000 | |||
Acquisition related costs | 6,000,000 | |||||
Aggregate working capital adjustment | 6,000,000 | |||||
Revenues from business acquisition | 341,000,000 | |||||
Net loss from business acquisition | 171,000,000 | |||||
Maximum [Member] | Warehousing, Selling and Administrative [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Recognized gain on acquisition | 1,000,000 | |||||
2016 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price consideration | $ 179,000,000 | $ 179,000,000 | ||||
Goodwill | $ 119,000,000 | |||||
Intangible assets | $ 45,000,000 | |||||
Acquisition related costs | 2,000,000 | |||||
2016 Acquisition [Member] | Non-Compete [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 7,000,000 | |||||
Intangible assets amortization period | 2 years | |||||
Amortization of Intangible Assets | $ 2,000,000 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price consideration | 515,000,000 | |||||
Goodwill | 276,000,000 | |||||
Intangible assets | $ 103,000,000 | |||||
Number of acquisitions completed | Acquisition | 8 | |||||
Purchase price consideration in cash | $ 544,000,000 | |||||
Business Acquisition Acquiree One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, maximum contingent consideration payments | 6,000,000 | |||||
Business acquisition, fair value of contingent consideration payments as of acquisition date | $ 4,000,000 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Millions | Jun. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | May 31, 2017 |
2016 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net purchase price | $ 179 | $ 179 | ||||
Fair value of net assets acquired: | ||||||
Current assets other than cash | 26 | |||||
Property, plant and equipment | 11 | |||||
Intangible assets | $ 45 | |||||
Current liabilities | (21) | |||||
Deferred tax liabilities | (1) | |||||
Total fair value of net assets acquired | 60 | |||||
Goodwill | 119 | |||||
2016 Acquisition [Member] | Trade Names [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | 20 | |||||
2016 Acquisition [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | $ 25 | |||||
2016 Acquisition [Member] | As Initially Reported [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net purchase price | $ 176 | |||||
Fair value of net assets acquired: | ||||||
Current assets other than cash | 26 | |||||
Property, plant and equipment | 12 | |||||
Current liabilities | (19) | |||||
Deferred tax liabilities | (19) | |||||
Total fair value of net assets acquired | 46 | |||||
Goodwill | 130 | |||||
2016 Acquisition [Member] | As Initially Reported [Member] | Trade Names [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | 21 | |||||
2016 Acquisition [Member] | As Initially Reported [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | $ 25 | |||||
2016 Acquisition [Member] | Measurement Period Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net purchase price | $ 3 | |||||
Fair value of net assets acquired: | ||||||
Property, plant and equipment | (1) | |||||
Current liabilities | (2) | |||||
Deferred tax liabilities | 18 | |||||
Total fair value of net assets acquired | 14 | |||||
Goodwill | (11) | |||||
2016 Acquisition [Member] | Measurement Period Adjustments [Member] | Trade Names [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | $ (1) | |||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price including contingent consideration | $ 544 | |||||
Less: cash acquired | (29) | |||||
Net purchase price | 515 | |||||
Fair value of net assets acquired: | ||||||
Current assets other than cash | 181 | |||||
Property, plant and equipment | 59 | |||||
Intangible assets | 103 | |||||
Current liabilities | (72) | |||||
Deferred tax liabilities | (31) | |||||
Other non-current liability | (1) | |||||
Total fair value of net assets acquired | 239 | |||||
Goodwill | 276 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Trade Names [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | 24 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets acquired: | ||||||
Intangible assets | $ 79 |
Acquisitions - Summary of Pur89
Acquisitions - Summary of Purchase Price Allocation (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2015 | |
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 1 year | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 20 years | ||
2016 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 116 | ||
2016 Acquisition [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 20 years | ||
2016 Acquisition [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 10 years | ||
Series of Individually Immaterial Business Acquisitions [Member] | Trade Names [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 1 year | ||
Series of Individually Immaterial Business Acquisitions [Member] | Trade Names [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 20 years | ||
Series of Individually Immaterial Business Acquisitions [Member] | Customer Relationships [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 6 years | ||
Series of Individually Immaterial Business Acquisitions [Member] | Customer Relationships [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 10 years |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Revenue | $ 3,255 | $ 4,847 |
Net loss | $ (482) | $ (131) |