Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 12, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NOW INC. | ||
Entity Central Index Key | 0001599617 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1.6 | ||
Entity Common Stock, Shares Outstanding | 109,207,678 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | DNOW | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-36325 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4191184 | ||
Entity Address, Address Line One | 7402 North Eldridge Parkway | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77041 | ||
City Area Code | 281 | ||
Local Phone Number | 823-4700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the Proxy Statement in connection with the 2020 Annual Meeting of Stockholders are incorporated in Part III of this report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 183 | $ 116 |
Receivables, net | 370 | 482 |
Inventories, net | 465 | 602 |
Assets held-for-sale | 34 | |
Prepaid and other current assets | 15 | 19 |
Total current assets | 1,067 | 1,219 |
Property, plant and equipment, net | 120 | 106 |
Deferred income taxes | 2 | 2 |
Goodwill | 245 | 314 |
Intangibles, net | 90 | 144 |
Other assets | 67 | 10 |
Total assets | 1,591 | 1,795 |
Current liabilities: | ||
Accounts payable | 255 | 329 |
Accrued liabilities | 127 | 110 |
Liabilities held-for-sale | 6 | |
Other current liabilities | 8 | 2 |
Total current liabilities | 396 | 441 |
Long-term debt | 132 | |
Long-term operating lease liabilities | 34 | |
Deferred income taxes | 4 | 6 |
Other long-term liabilities | 13 | 2 |
Total liabilities | 447 | 581 |
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; 109,207,678 and 108,426,962 shares issued and outstanding at December 31, 2019 and 2018, respectively | 1 | 1 |
Additional paid-in capital | 2,046 | 2,034 |
Accumulated deficit | (775) | (678) |
Accumulated other comprehensive loss | (128) | (143) |
Total stockholders' equity | 1,144 | 1,214 |
Total liabilities and stockholders' equity | $ 1,591 | $ 1,795 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 109,207,678 | 108,426,962 |
Common stock, shares outstanding | 109,207,678 | 108,426,962 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 2,951 | $ 3,127 | $ 2,648 |
Operating expenses: | |||
Cost of products | 2,365 | 2,497 | 2,147 |
Warehousing, selling and administrative | 541 | 557 | 542 |
Impairment charges | 128 | ||
Operating profit (loss) | (83) | 73 | (41) |
Other expense | (10) | (15) | (11) |
Income (loss) before income taxes | (93) | 58 | (52) |
Income tax provision (benefit) | 4 | 6 | |
Net income (loss) | $ (97) | $ 52 | $ (52) |
Earnings (loss) per share: | |||
Basic earnings (loss) per common share | $ (0.89) | $ 0.47 | $ (0.48) |
Diluted earnings (loss) per common share | $ (0.89) | $ 0.47 | $ (0.48) |
Weighted-average common shares outstanding, basic | 108,779,891 | 108,296,155 | 107,745,229 |
Weighted-average common shares outstanding, diluted | 108,779,891 | 108,637,644 | 107,745,229 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ (97) | $ 52 | $ (52) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 15 | (38) | 37 |
Comprehensive income (loss) | $ (82) | $ 14 | $ (15) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (97) | $ 52 | $ (52) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 41 | 41 | 50 |
Deferred income taxes | (2) | (1) | (1) |
Stock-based compensation | 13 | 16 | 20 |
Provision for inventory | 13 | 8 | 11 |
Impairment charges | 128 | ||
Other, net | 30 | 3 | (8) |
Change in operating assets and liabilities, net of acquisitions: | |||
Receivables | 98 | (69) | (64) |
Inventories | 109 | (30) | (110) |
Accounts payable and accrued liabilities | (110) | 54 | 43 |
Other, net | 1 | (1) | (4) |
Net cash provided by (used in) operating activities | 224 | 73 | (115) |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (12) | (11) | (4) |
Business acquisitions, net of cash acquired | (8) | (4) | |
Other, net | (2) | 2 | 16 |
Net cash provided by (used in) investing activities | (22) | (9) | 8 |
Cash flows from financing activities: | |||
Borrowings under the revolving credit facility | 268 | 503 | 359 |
Repayments under the revolving credit facility | (400) | (533) | (262) |
Other, net | (6) | (7) | (3) |
Net cash provided by (used in) financing activities | (138) | (37) | 94 |
Effect of exchange rates on cash and cash equivalents | 3 | (9) | 5 |
Net change in cash and cash equivalents | 67 | 18 | (8) |
Cash and cash equivalents, beginning of period | 116 | 98 | 106 |
Cash and cash equivalents, end of period | 183 | 116 | 98 |
Supplemental disclosures of cash flow information: | |||
Income taxes paid, net | 7 | 6 | 2 |
Interest paid | 5 | $ 9 | $ 6 |
Non-cash investing and financing activities: | |||
Accrued purchases of property, plant and equipment | $ 3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2016 | $ 1,183 | $ 2,002 | $ (678) | $ (142) | |
Beginning balance, shares at Dec. 31, 2016 | 107,000,000 | ||||
Beginning balance, Common stock value at Dec. 31, 2016 | $ 1 | ||||
Net income (loss) | (52) | (52) | |||
Stock-based compensation | 20 | 20 | |||
Exercise of stock options | 1 | 1 | |||
Vesting of restricted stock, shares | 1,000,000 | ||||
Shares withheld for taxes | (4) | (4) | |||
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 | 108,000,000 | ||||
Ending balance, Common stock value at Dec. 31, 2017 | $ 1 | ||||
Net income (loss) | 52 | 52 | |||
Stock-based compensation | 16 | 16 | |||
Exercise of stock options | 1 | 1 | |||
Shares withheld for taxes | (2) | (2) | |||
Other comprehensive income (loss) | (38) | (38) | |||
Ending balance at Dec. 31, 2018 | 1,214 | 2,034 | (678) | (143) | |
Ending balance, shares at Dec. 31, 2018 | 108,000,000 | ||||
Ending balance, Common stock value at Dec. 31, 2018 | 1 | $ 1 | |||
Net income (loss) | (97) | (97) | |||
Stock-based compensation | 13 | 13 | |||
Exercise of stock options | $ 2 | 2 | |||
Exercise of stock options, shares | 265,000 | ||||
Vesting of restricted stock, shares | 1,000,000 | ||||
Shares withheld for taxes | $ (3) | (3) | |||
Other comprehensive income (loss) | 15 | 15 | |||
Ending balance at Dec. 31, 2019 | 1,144 | $ 2,046 | $ (775) | $ (128) | |
Ending balance, shares at Dec. 31, 2019 | 109,000,000 | ||||
Ending balance, Common stock value at Dec. 31, 2019 | $ 1 | $ 1 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the 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 June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The Company will adopt ASC Topic 326 on January 1, 2020. The predominant account subject to the scope of this standard is trade receivables, which are recorded and carried at the original invoice amount less an allowance for doubtful accounts (“AFDA”). Upon adoption, the Company will begin recognizing AFDA based on the estimated lifetime expected credit loss related to trade receivables; based on its current assessment, which is subject to change, the Company estimates an increase of less than $10 million to its AFDA and the opening accumulated deficit in the consolidated balance sheets. The Company does not expect the adoption of this standard to have material impact in its consolidated statement of operations and cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which modified the disclosure requirements on fair value measurements. ASU 2018-13 is effective for annual and interim periods in fiscal years beginning after December 15, 2019, with early adoption permitted for removed or modified disclosures. The Company is currently assessing the impact of ASU 2018-13 in its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a lease liability and a right-of-use (“ROU”) asset for all leases, including operating leases, with a term greater than twelve months in its balance sheets. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which provided entities with an additional (and optional) transition method, allowing an entity to apply the new lease standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method allowed under ASU 2018-11. The Company has utilized the package of practical expedients permitted under the transition guidance within ASC 842 which, among other things, allows an entity to carry forward its historical lease classifications. The adoption of ASC 842 resulted in the recognition of $66 million of ROU assets, net of $1 million deferred rent, and $67 million of lease liabilities related to leases that were previously not required to be presented in the consolidated balance sheets. See Note 11 “Leases” for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and Cash Equivalents consist of all highly liquid investments with maturities of three months or less at the date of purchase. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. See Note 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. Inventories Inventories consist primarily of oilfield and industrial finished goods. Inventories are stated at the lower of cost or net realizable value and using average cost methods. Allowances for excess and obsolete inventories are determined based on the Company’s historical usage of inventory on hand as well as its future expectations. As of December 31, 2019 and 2018, the Company reported inventory of $465 million and $602 million, respectively (net of inventory reserves of $26 million and $28 million, respectively). 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. 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 changes the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The Company conducts goodwill impairment testing annually in the fourth quarter of each fiscal year, and more frequently on an interim basis, when an event occurs or changes in circumstances indicate that the fair value of a reporting unit may have declined below its carrying value. Events or circumstances which could indicate a probable impairment include, but are not limited to, a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant reduction in worldwide well completion and remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas. The Company evaluates goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below that constitutes a business for which financial information is available and is regularly reviewed by management. The Company determined that it has five reporting units for this purpose—United States Energy, United States Supply Chain, United States Process Solutions, Canada and International. The Company tests goodwill for impairment by comparing the fair value of a reporting unit to its carrying value. If the carrying amount exceeds the fair value of a reporting unit, an impairment loss is recognized in an amount equal to that excess, but not to exceed the total amount of goodwill allocated to that reporting unit. When performing goodwill impairment testing, the fair values of reporting units are determined based on valuation techniques using the best available information, including the discounted cash flow method, and the market approach where applicable. The market approach is based on metrics derived from comparable publicly-traded companies. 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 reporting units and the discount rate. The starting point for each reporting unit’s projected cash flow from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer analysis, operational issues, competitor analysis, capital spending requirements, working capital requirements and customer needs among other items which impact the individual reporting unit projections. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and also considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. 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 total estimated fair value of its reporting units less debt. 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 $1 million, $ 2 Revenue Recognition The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Cost of Products Cost of products includes the cost of inventory sold and related items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight Warehousing, Selling and Administrative Expenses Warehousing, selling and administrative expenses include branch 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 or prepayments 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. Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by ASC Topic 718 “Compensation—Stock Compensation”. Under this guidance the fair value of the award is measured on the grant date and amortized to expense using the straight-line method over the shorter of the vesting period or the remaining requisite service period. Forfeitures are recognized as they occur. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company periodically evaluates its estimates and judgments that are most critical in nature, which are related to allowance for doubtful accounts, inventory reserves, goodwill, purchase price allocation of acquisitions, vendor consideration, stock-based compensation and income taxes. On an ongoing basis, the Company evaluates such estimates by comparing to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established, and, if no one amount in that range is more likely than others, the low end of the range is accrued. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year Receivables Receivables are recorded when the Company has an unconditional right to consideration. Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obli gations. As of December 31, 2019 and 2018, contracts assets were $3 million and $2 million, respectively, and were included in receivables, net in the consolidated balance were not material Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. The increase in See Note 15 |
Receivables, net
Receivables, net | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Receivables, net | 4. 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, 2019 2018 2017 Allowance for doubtful accounts Beginning balance $ 27 $ 29 $ 34 Additions (deductions) charged to expenses (2 ) 2 3 Charge-offs and other (9 ) (4 ) (8 ) Ending balance $ 16 $ 27 $ 29 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 Information technology assets 1-7 Years $ 46 $ 45 Operating equipment (1) 2-15 Years 109 92 Buildings and land (2) 5-35 Years 100 99 Construction in progress 10 — Total property, plant and equipment 265 236 Less: accumulated depreciation (145 ) (130 ) Property, plant and equipment, net $ 120 $ 106 (1) (2) Depreciation expense was $22 million, $21 million and $28 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of ( in millions December 31, 2019 2018 Compensation and other related expenses $ 31 $ 38 Contract liabilities 34 29 Taxes (non-income) 12 14 Current portion of operating lease liabilities 21 — Other 29 29 Total $ 127 $ 110 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 (1) $ 119 $ 98 $ 111 $ 328 Foreign currency translation adjustments — (8 ) (6 ) (14 ) Balance at December 31, 2018 $ 119 $ 90 $ 105 $ 314 Additions 6 — — 6 Impairment — (27 ) (54 ) (81 ) Foreign currency translation adjustments — 4 2 6 Balance at December 31, 2019 $ 125 $ 67 $ 53 $ 245 (1) In the United States segment, 393 The Company performed its annual goodwill impairment test during the fourth quarter of 2019 and determined the fair value of the Canada and International reporting units was below their carrying value. As a result, the Company recognized $81 million of goodwill impairment which was included in impairment charges in the consolidated statements of operations. The impairment charges were primarily the result of actual declines in customer and rig activity and downward revisions to forecasted rig and customer spend activity occurring in the fourth quarter of 2019, which we incorporated into our outlook and forecasted results of operations. The impact of the prolonged activity curtailment in Canada and other market condition deteriorations have reduced our near-term outlook and timing of an expected recovery. Further continued adverse market conditions could result in the recognition of additional impairment if the Company determines that the fair values of its reporting units have fallen below their carrying values. No tax benefit was reported on the Company’s goodwill impairment for the year-ended December 31, 2019, as the goodwill impairment was either nondeductible for tax purposes or was subject to a valuation allowance. See Note 9 “Income Taxes” for additional information. For the years ended December 31, 2018 and 2017 no goodwill impairments were recognized as the fair value of each reporting unit exceeded its carrying value. |
Intangibles, net
Intangibles, net | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangibles, net | 8. Intangibles, net Identified intangible assets with determinable lives consist primarily of customer relationships, trade names, trademarks and patents, and non-compete agreements acquired in acquisitions, and are being amortized on a straight-line basis over the estimated useful lives of 3 to 20 years. Intangible assets that are fully amortized are removed from the disclosures. Identified intangible assets by major classification, affected by the fluctuation of foreign currency rates, consist of the following ( in millions Accumulated Net Book Gross Amortization Value December 31, 2019: Trademarks and patents $ 38 $ (9 ) $ 29 Customer relationships 116 (57 ) 59 Other 2 — 2 Total identified intangibles $ 156 $ (66 ) $ 90 December 31, 2018: Trademarks and patents $ 103 $ (31 ) $ 72 Customer relationships 118 (46 ) 72 Other 11 (11 ) — Total identified intangibles $ 232 $ (88 ) $ 144 During the fourth quarter of 2019, the Company made strategic decisions to discontinue the use of certain acquired trade names in order to eliminate branding dilution in the market and align the Company’s marketing around its DNOW brands. As of December 31, 2019, the Company completed the disposals of these trade names by abandonment and recognized impairment charges of $34 million in the U.S. reporting segment and $4 million in the International reporting segment. Such impairment was included in impairment charges in the consolidated statements of operations, representing the remaining carrying values of these specifically acquired intangible assets. The Company did not record impairment for intangible assets for the years ended December 31, 2018 and 2017. Amortization expense was $19 million, $20 million and $22 million for the years ended December 31, 2019, 2018, and 2017, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years, excluding assets held-for-sale ( in millions For the Year Ending December 31, Estimated Amortization Expense 2020 $ 15 2021 15 2022 14 2023 10 2024 8 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows ( in millions December 31, 2019 2018 2017 United States $ (12 ) $ 39 $ (64 ) Foreign (81 ) 19 12 Income (loss) before income taxes $ (93 ) $ 58 $ (52 ) The provision (benefit) for income taxes for 2019, 2018 and 2017 consisted of the following ( in millions 2019 2018 2017 U.S. Federal: Current — — — Deferred — — — — — — U.S. State: Current 1 1 — Deferred — — — 1 1 — Foreign Current 5 6 1 Deferred (2 ) (1 ) (1 ) 3 5 — Income tax provision (benefit) $ 4 $ 6 $ — 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, 2019 2018 2017 Income tax provision (benefit) at federal statutory rate $ (19 ) $ 12 $ (18 ) Foreign tax rate differential 2 2 (2 ) State income tax provision (benefit), net of federal benefit — 3 (5 ) Nondeductible expenses 3 9 2 Foreign tax credits 1 21 (31 ) Benefit of net operating loss — (14 ) — One-time transition tax — 1 33 U.S. tax rate change — — 69 Investment in subsidiaries (9 ) — — Nondeductible goodwill impairment 16 — — Change in valuation allowance 9 (28 ) (45 ) Change in contingency reserve and other 1 — (3 ) Income tax provision (benefit) $ 4 $ 6 $ — Effective tax rate (4.4 )% 10.7 % 0.0 % For the year ended December 31, 2019, the effective tax rate was impacted by a valuation allowance recorded against the Company’s deferred tax assets in the U.S., Canada and other foreign jurisdictions, nondeductible goodwill impairment and recognition of deferred taxes related to outside basis differences in subsidiaries classified as held-for-sale. For the years ended December 31, 2018 and 2017, the effective tax rate was impacted by a valuation in the U.S., Canada and other foreign jurisdictions, and the TCJA 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. The TCJA subjects a U.S. shareholder to current tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5 Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company adopted an accounting policy to recognize the tax effects of GILTI in the year tax is incurred. Due to the Company’s net operating losses in certain foreign jurisdictions, the Company recognized no income tax related to GILTI in 2019 and 2018. Significant components of the Company’s deferred tax assets and liabilities were as follows ( in millions December 31, 2019 2018 2017 Deferred tax assets: Allowances and operating liabilities $ 5 $ 8 $ 8 Net operating loss carryforwards 56 56 52 Foreign tax credit carryforwards 7 8 29 Allowance for doubtful accounts 2 6 6 Inventory reserve 9 10 12 Stock-based compensation 8 8 15 Intangible assets 28 24 27 Assets held-for-sale 4 — — Investment in subsidiaries 9 — — Book over tax depreciation 4 2 — Other 4 3 3 Total deferred tax assets $ 136 $ 125 $ 152 Deferred tax liabilities: Total deferred tax liabilities $ — $ — $ — Net deferred tax assets before valuation allowance 136 125 152 Valuation allowance (138 ) (129 ) (157 ) Net deferred tax liabilities $ (2 ) $ (4 ) $ (5 ) The Company records a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. If the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. The Company remains in a three year cumulative loss position at the end of 2019. As a result, management believes that it is not more-likely-than-not that the Company would be able to realize the benefits of its deferred tax assets in the U.S., Canada and other foreign jurisdictions and accordingly recognized a valuation allowance for the year ended December 31, 2019. The change during the year in the valuation allowance was $5 million in the U.S., $1 million in Canada, and $3 million in other foreign jurisdictions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions 2019 2018 2017 Unrecognized tax benefit at January 1 $ — $ — $ 1 Gross increases - tax positions in prior period — — — Gross decreases - tax positions in prior period — — — Gross increases - tax positions in current period — — — Settlement — — (1 ) Lapse of statute of limitations — — — Unrecognized tax benefit at December 31 $ — $ — $ — To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts are classified as a component of income tax provision (benefit) in the financial statements consistent with the Company’s policy. For the year ended December 31, 2019, the Company did not record any The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S. and Canada and to a lesser extent in various other international jurisdictions. Tax years that remain subject to examination vary by legal entity, but are generally open in the U.S. for the tax years ending after 2015 and outside the U.S. for the tax years ending after 2013. In the U.S., the Company has $ million of federal net operating loss carryforwards as of December 31, 2019, which will expire between through . The potential tax benefit of $46 million has been reduced by a $ million valuation allowance As of December 31, 2019, the amount of undistributed earnings of foreign subsidiaries was approximately $ 81 The Company has provided for taxes on outside basis differences in subsidiaries classified as held-for-sale. No additional income taxes have been provided for any additional outside basis differences inherent in the Company’s foreign subsidiaries, as these amounts continue to be indefinitely reinvested. Determining the amount of unrecognized deferred tax liability related to any additional outside basis differences in these entities is not practicable. Because of the number of tax jurisdictions in which the Company operates, its effective tax rate can fluctuate as operations and the local country tax rates fluctuate. The Company is also subject to audits by federal, state and foreign jurisdictions which may result in proposed assessments. The Company’s future tax provision will reflect any favorable or unfavorable adjustments to its estimated tax liabilities when resolved. The Company is unable to predict the outcome of these matters. However, the Company believes that none of these matters will have a material adverse effect on the results of operations or financial position of the Company. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt On April 30, 2018, the Company replaced its existing senior secured revolving credit facility and entered into a senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders with Wells Fargo Bank, National Association, serving as the administrative agent. The five-year 1.00:1.00 Borrowings under the Credit Facility will bear an interest rate at the Company’s option, at (i) the base rate plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio); or (ii) the greater of LIBOR for the applicable interest period and zero, plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio). The Credit Facility includes a commitment fee on the unused portion of commitments that ranges from 25 to 37.5 basis points. Commitment fees incurred during the period were included in other expense in the consolidated statements of operations. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables and eligible inventory in the U.S and Canada. As of December 31, 2019, the Company had no borrowings against the Credit Facility and had approximately $413 million in availability (as defined in the Credit Facility) resulting in the excess availability (as defined in the Credit Facility) of 98% subject to certain limitations. The Company is not obligated to pay back borrowings against the Credit Facility until the expiration date and as such, any outstanding borrowing is classified as long-term debt in the consolidated balance sheets. The Company issued $7 million in letters of credit under the Credit Facility primarily for casualty insurance expiring in July 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 11. Leases The Company leases certain facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception and recognizes ROU assets and lease liabilities for leases with terms greater than twelve months. Leases with an initial term of twelve months or less are accounted for as short-term leases and are not recognized in the balance sheet. Operating fixed lease expenses and finance lease depreciation expense are recognized on a straight-line basis over the lease term. Variable lease payments which cannot be determined at the lease commencement date, such as reimbursement of lessor expenses, are not included in the ROU assets or lease liabilities. Many leases include both lease and non-lease components which are primarily related to management services provided by lessors for the underlying assets. The Company elected the practical expedient to account for lease and non-lease components as a single lease component for all leases as well as the practical expedient that allows the Company to carry forward the historical lease classifications. For all new and modified leases entered into after the adoption of ASC 842, the Company reassesses the lease classification and lease term on the effective date of modification. Lease term includes renewal periods if the Company is reasonably certain to exercise any renewal options per the lease contract. The Company’s leases do not contain any material residual value guarantees or restrictive covenants. The Company subleases certain real estate to third parties; however, this activity is not material. As most leases do not have readily determinable implicit rates, the Company estimates the incremental borrowing rates based on prevailing financial market conditions, comparable companies and credit analysis and management judgments to determine the present values of its lease payments. The Company also applies the portfolio approach to account for leases with similar terms. As of December 31, 2019, the weighted-average remaining lease terms were approximately 3 years for operating leases and 5 years for finance leases, and the weighted-average discount rates were 6.1% for operating leases and 5.6% for finance leases. Supplemental balance sheet information ( in millions Classification December 31, 2019 Assets Operating Other assets $ 56 Finance Property, plant and equipment, net 16 Total ROU assets $ 72 Liabilities Current Operating Accrued liabilities $ 21 Finance Other current liabilities 7 Long-term Operating Long-term operating lease liabilities 34 Finance Other long-term liabilities 10 Total lease liabilities $ 72 Components of lease expense ( in millions Classification December 31, 2019 Operating lease cost (1) Warehousing, selling and administrative $ 31 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative $ 5 Short-term lease cost Warehousing, selling and administrative $ 7 Variable lease cost Warehousing, selling and administrative $ 3 (1) (2) Rental expense related to operating leases approximated $48 million and $50 million for the years ended December 31, 2018 and 2017, respectively. Supplemental cash flow information ( in millions December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 31 Financing cash flows from finance leases (1) $ 5 ROU assets obtained in exchange for new lease liabilities Operating $ 17 Finance $ 20 (1) than $1 Maturity of lease liabilities as of December 31, 2019 were as follows ( in millions Operating Lease Finance Lease 2020 $ 24 $ 7 2021 17 6 2022 10 3 2023 6 1 2024 2 — Thereafter 1 2 Total future lease payments 60 19 Less: interest (5 ) (2 ) Present value of lease liabilities $ 55 $ 17 The Company assumed leases with certain former owners of acquired entities for premises utilized by the acquired entities in the performance of their operations. Most of these leases are renewable at the Company’s option and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. The aggregated rental expense was approximately $ 2 1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters. The Company has also assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are not probable but are reasonably possible. The total potential loss on these matters cannot be determined; however, in the Company’s opinion, any ultimate liability, to the extent not otherwise recorded or accrued for, will not materially affect the Company’s financial position, cash flow or results of operations. These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s intention and experience. The Company’s business is affected both directly and indirectly by governmental laws and regulations relating to the oilfield service industry in general, as well as by environmental and safety regulations that specifically apply to the Company’s business. Although the Company has not incurred material costs in connection with its compliance with such laws, there can be no assurance that other developments, such as new environmental laws, regulations and enforcement policies hereunder may not result in additional, presently unquantifiable, costs or liabilities to the Company. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable. Estimating reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. The Company maintains credit arrangements with several banks providing for standby letters of credit, including bid and performance bonds, and other bonding requirements. As of December 31, 2019, the Company was contingently liable for approximately $ 11 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The 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 one 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 nonfunctional currency denominated monetary accounts. The Company records all derivative financial instruments at their fair value in its consolidated balance sheets. None of the derivative financial instruments that the Company holds are designated as either a fair value hedge or cash flow hedge and the gain or loss on the derivative instrument is recorded in earnings. The Company has determined that the fair value of its derivative financial instruments are computed using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange rates at each financial reporting date. As of December 31, 2019 and 2018, the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $1 million and a liability of less than $1 million. The Company’s foreign currency forward contract assets are included in prepaid and other current assets in the consolidated balance sheets and the Company’s foreign currency forward contract liabilities are included in other current liabilities in the consolidated balance sheets. For the years ended December 31, 2019, 2018 and 2017, the Company recorded a loss of $1 million 15 of December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, the Company’s financial instruments do not contain any credit-risk-related or other contingent features that could cause accelerated payments when the Company’s financial instruments are in net liability positions. The Company does not use derivative financial instruments for trading or speculative purposes. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 14. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows ( in millions Foreig n Translation Adjustments Balance at December 31, 2018 $ (143 ) Other comprehensive income 15 Balance at December 31, 2019 $ (128 ) 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, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | 15. 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 or future expected operating margins; the operating segment’s historical or future expected return on capital; outlook within a specific market; opportunities to grow profitability; new products or new customer accounts; confidence in management; and competitive landscape and intensity. The Company has determined that there are three reportable segments: (1) United States, (2) Canada and (3) International. The U.S. Energy, U.S. Supply Chain and U.S. Process Solutions operating segments were not separately reported as they exhibit similar long term economic characteristics, the nature of the products offered are similar, purchase many identical products from outside vendors, have similar customers, sell products directly to end-users and operate in similar regulatory environments. They have been aggregated into the United States reportable segment. 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 165 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 50 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 30 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 2019 Revenue $ 2,240 $ 319 $ 392 $ 2,951 Operating loss (6 ) (19 ) (58 ) (83 ) Impairment charges (43 ) (27 ) (58 ) (128 ) Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 84 14 22 120 Total assets 948 402 241 1,591 2018 Revenue $ 2,371 $ 358 $ 398 $ 3,127 Operating profit 57 14 2 73 Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 73 12 21 106 Total assets 1,272 399 124 1,795 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 The following table presents a comparison of the approximate sales mix in the principal product categories ( in millions December 31, 2019 2018 2017 Product Category Drilling and production $ 711 $ 691 $ 625 Pipe 473 587 418 Valves 608 664 541 Fittings and flanges 524 523 419 Mill tool, MRO, safety and other 635 662 645 Total $ 2,951 $ 3,127 $ 2,648 |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share ("EPS") | 16. Earnings Per Share (“EPS”) Basic earnings (loss) per share is based on net income (loss) attributable to the Company’s earnings and is calculated based upon the daily weighted-average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock and unit awards that have not yet been issued as common stock. Diluted EPS includes the above, plus unvested stock, unit or option awards granted and vested unexercised stock options, but only to the extent these instruments dilute earnings (loss) per share. For the year ended December 31, 2019, 2018 and 2017, a total of approximately 8 million, 5 million and 8 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect or due to the Company recognizing a net loss for the period. Basic and diluted earnings (loss) per share follows ( in millions December 31, 2019 2018 2017 Numerator: Net income (loss) attributable to the Company $ (97 ) $ 52 $ (52 ) Less: net income attributable to participating securities — (1 ) — Net income (loss) attributable to the Company's stockholders $ (97 ) $ 51 $ (52 ) Denominator: Weighted-average basic common shares outstanding 108,779,891 108,296,155 107,745,229 Effect of dilutive securities — 341,489 — Weighted-average diluted common shares outstanding 108,779,891 108,637,644 107,745,229 Earnings (loss) per share attributable to the Company's stockholders: Basic $ (0.89 ) $ 0.47 $ (0.48 ) Diluted $ (0.89 ) $ 0.47 $ (0.48 ) 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. For the periods that the Company recognized net income, net income attributable to the Company allocated to these participating securities was excluded from net income attributable to the Company’s stockholders in the numerator of the earnings per share computation. |
Stock-based Compensation and Ou
Stock-based Compensation and Outstanding Awards | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation and Outstanding Awards | 17. Stock-based Compensation and Outstanding Awards Under the terms of the NOW Inc. Long Term Incentive Plan (the “Plan”), 16 million shares of the Company’s common stock were authorized for grant to employees, non-employee directors and other persons. The Plan provides for the grant of stock options, restricted stock awards, restricted stock units, phantom shares and performance stock awards. Stock-based compensation expense recognized for the years ended December 31, 2019, 2018 and 2017 totaled $13 million, $16 million and $20 million, respectively. The tax effected benefit for share-based compensation arrangements was $3 million, $3 million, and $7 million for the years ended December 31, 2019, 2018 and 2017, 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 2019, 2018 and 2017, 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, 2019 2018 2017 Valuation Assumptions: Expected volatility 43.7 % 44.2 % 37.9 % Risk-free interest rate 2.5 % 2.7 % 1.9 % 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 (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 5,483 $ 19.43 Granted 521 15.30 Forfeited and expired (613 ) 14.19 Exercised (265 ) 10.30 Outstanding as of December 31, 2019 5,126 $ 20.11 3.3 $ 2 Exercisable at December 31, 2019 3,701 $ 22.88 2.6 $ — The weighted average grant-date fair value of options granted for the years ended December 31, 2019, 2018 and 2017 was $6.02, $3.95 and $7.07, respectively. The total intrinsic value of options exercised for the years ended December 31, 2019, 2018 and 2017 was less than $1 million. As of December 31, 2019, unrecognized compensation cost related to stock option awards was approximately $4 million, which is expected to be recognized over a weighted average period of 1.3 years. Cash received from exercises of stock options was $2 million for the year ended December 31, 2019. Restricted Stock Awards, Restricted Stock Units and Phantom Shares (“RSAs and RSUs”) Restricted stock generally cliff vests after 1, 3 or 6 years. The grant-date fair value of RSA and RSU grants is determined using the closing quoted market price on the grant date. Additionally, the Company’s RSA and RSU agreements provide for full vesting of RSAs and RSUs in the event of a change of control of the Company and a change in the holder’s responsibilities following a change in control of the Company. The following table summarizes award activity for RSAs and RSUs: RSAs / RSUs Shares (in thousands) Weighted-Average Grant-Date Fair Value Nonvested as of December 31, 2018 1,515 $ 21.78 Granted 465 13.42 Vested (1) (665 ) 18.92 Forfeited (43 ) 23.55 Nonvested as of December 31, 2019 1,272 $ 19.38 (1) 216 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 $ 13.42 7 1 year 12 Performance Stock Awards (“PSAs”) PSAs generally have a 3-year vesting period from the grant date and vest at the end of the vesting period with potential payouts varying from zero for performance below the threshold performance metric to 200% of the target award PSAs for performance above the maximum performance metric. The grant-date fair value of market-condition PSA grants is determined using a Monte Carlo simulation probabilistic model. The grant-date fair value of performance-condition PSA grants is determined using the closing quoted market price on the grant date. Additionally, the Company’s performance award agreements provide for full vesting of PSAs at the target level in the event of a change of control of the Company and a change in the holder’s responsibilities following a change in control of the Company. The Company granted PSAs to senior management employees whereby the PSAs can be earned based on performance against established metrics over a three-year one-half one-quarter one-quarter Performance against the TSR metric is determined by comparing the performance of the Company’s TSR with the TSR performance of designated peer companies for the three-year performance period. Performance against the EBITDA metric is determined by comparing the performance of the Company’s actual EBITDA average for each of the three-years of the performance period against the EBITDA metrics set by the Company’s Compensation Committee of the Board of Directors. Performance against the ROCE metric is determined by comparing the performance of the Company’s actual ROCE average for each of the three-years of the performance period against the ROCE metrics set by the Company’s Compensation Committee of the Board of Directors. The following table summarizes award activity for performance stock awards: PSAs Shares (in thousands) Weighted-Average Grant-Date Fair Value Nonvested as of December 31, 2018 413 $ 15.13 Granted 217 17.69 Vested (1) (102 ) 14.34 Forfeited (315 ) 16.78 Nonvested as of December 31, 2019 213 $ 15.67 (1) 32 The weighted average grant-date fair value of PSAs granted for the years ended December 31, 2019, 2018 and 2017 was $ 17.69 2 1.3 years 2 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 18. Quarterly Financial Data (Unaudited) Summarized quarterly results were as follows ( in millions First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2019 Revenue $ 785 $ 776 $ 751 $ 639 Operating expenses Cost of products 627 623 601 514 Warehousing, selling and administrative 135 136 136 134 Impairment charges — — — 128 Operating profit (loss) $ 23 $ 17 $ 14 $ (137 ) Net income (loss) $ 18 $ 14 $ 10 $ (139 ) Earnings (loss) per share: Basic earnings (loss) per common share $ 0.17 $ 0.12 $ 0.09 $ (1.27 ) Diluted earnings (loss) per common share $ 0.16 $ 0.12 $ 0.09 $ (1.27 ) Year ended December 31, 2018 Revenue $ 764 $ 777 $ 822 $ 764 Operating expenses Cost of products 616 620 654 607 Warehousing, selling and administrative 141 139 142 135 Operating profit $ 7 $ 18 $ 26 $ 22 Net income $ 2 $ 14 $ 20 $ 16 Earnings per share: Basic earnings per common share $ 0.02 $ 0.12 $ 0.18 $ 0.14 Diluted earnings per common share $ 0.02 $ 0.12 $ 0.18 $ 0.14 |
Employee Bargaining Agreements
Employee Bargaining Agreements and Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Pension Plans Defined Benefit Postretirement Plans And Defined Contribution Pension Plans Disclosure [Abstract] | |
Employee Bargaining Agreements and Benefit Plans | 19. Employee Bargaining Agreements and Benefit Plans Collective bargaining agreements At December 31, 2019, the Company had approximately 4,400 employees, of which approximately 200 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, 2019, 2018 and 2017, employer contributions for defined contribution plans were $13 million, $13 million and $12 million, respectively, and all funding is current. The Company has a non-qualified deferred compensation plan (the “NQDC Plan”) for certain members of senior management. NQDC Plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Such equity securities held in a rabbi trust are measured using quoted market prices at the reporting date (Level 1 within the fair value hierarchy) and are included in other assets, with the corresponding liability included in other long-term liabilities in the consolidated balance sheets. Defined Benefit Pension Plans The Company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. Plan member benefits that have previously been accrued are indexed in line with inflation during the period up to retirement in order to protect their purchasing power. 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, 2019, 2018 and 2017 are included in warehousing, selling and administrative in the consolidated statement of operations. 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, 2019 and 2018, are as follows ( in millions Pension Benefits At year end 2019 2018 Benefit obligation at beginning of year $ 11 $ 13 Service cost — — Interest cost — — Actuarial loss (gain) — 1 Benefits paid — — Participants contributions — — Plan settlements — (3 ) Foreign currency exchange rate changes — — Acquisitions (disposals) — — Benefit obligation at end of year $ 11 $ 11 Fair value of plan assets at beginning of year $ 15 $ 18 Actual return 1 — Benefits paid — — Company contributions — — Participants contributions — — Plan settlements — (3 ) Foreign currency exchange rate changes — — Acquisitions (disposals) — — Fair value of plan assets at end of year $ 16 $ 15 Funded status 5 4 Accumulated benefit obligation at end of year $ 11 $ 11 The net asset is presented within other assets in the consolidated balance sheets. 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, 2019 2018 Discount rate: 2.00% - 2.10% 2.65% - 2.90% The assumption rates used for net periodic benefit costs are as follows: December 31, 2019 2018 2017 Discount rate: 2.65% - 2.90% 2.50% 2.70% Expected return on assets: 3.02% - 3.62% 3.10% - 4.17% 3.27% - 4.27% 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 $1 million or less for each of the next five years and in the aggregate $2 million for the five years thereafter. The Company expects to contribute less than $1 million 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, 2019: Equity securities $ 6 $ 6 $ — $ — Fixed income securities 5 5 — — Other 5 1 4 — Total fair value measurements $ 16 $ 12 $ 4 $ — December 31, 2018: Equity securities $ 5 $ 5 $ — $ — Fixed income securities 5 5 — — Other 5 — 5 — Total fair value measurements $ 15 $ 10 $ 5 $ — |
Transactions
Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Transactions [Abstract] | |
Transactions | 20. Transactions During the three months ended June 30, 2019, the Company completed two acquisitions for a net purchase price consideration of approximately $8 million cash. These acquisitions expand NOW’s market in the U.S. The Company completed its preliminary valuations as of the acquisition date of the acquired net assets and recognized goodwill of $6 million and intangible assets of $2 million in the United States segment, which are subject to change. The full amount of goodwill recognized is expected to be deductible for income tax purposes. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimate of fair value to allocate the purchase price more accurately; any such revisions are not expected to be significant. Acquisition-related costs were less than $1 million for the year ended December 31, 2019. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. During the three months ended December 31, 2019, as a result of strategic review of its assets, the Company decided to commit to a plan to divest a business that is primarily in the United States segment selling cutting tools to the aerospace and automotive markets. Since this business did not qualify to be a discontinued operation as it did not represent a strategic shift that would have a major effect on the Company’s operations and financial results, the Company classified the business’s assets and liabilities as held-for-sale. At December 31, 2019, the carrying value of the net assets held-for-sale was compared to the estimated fair value resulting in a $9 million impairment charge which was included in impairment charges in the consolidated statements of operations and the remaining $34 million of assets and $6 million of liabilities were classified as held-for-sale in the consolidated balance sheets. Subsequent to year end, on January 31, 2020, the Company entered into a definitive agreement and sold the business for $28 million, |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the 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 June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The Company will adopt ASC Topic 326 on January 1, 2020. The predominant account subject to the scope of this standard is trade receivables, which are recorded and carried at the original invoice amount less an allowance for doubtful accounts (“AFDA”). Upon adoption, the Company will begin recognizing AFDA based on the estimated lifetime expected credit loss related to trade receivables; based on its current assessment, which is subject to change, the Company estimates an increase of less than $10 million to its AFDA and the opening accumulated deficit in the consolidated balance sheets. The Company does not expect the adoption of this standard to have material impact in its consolidated statement of operations and cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which modified the disclosure requirements on fair value measurements. ASU 2018-13 is effective for annual and interim periods in fiscal years beginning after December 15, 2019, with early adoption permitted for removed or modified disclosures. The Company is currently assessing the impact of ASU 2018-13 in its consolidated financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a lease liability and a right-of-use (“ROU”) asset for all leases, including operating leases, with a term greater than twelve months in its balance sheets. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which provided entities with an additional (and optional) transition method, allowing an entity to apply the new lease standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method allowed under ASU 2018-11. The Company has utilized the package of practical expedients permitted under the transition guidance within ASC 842 which, among other things, allows an entity to carry forward its historical lease classifications. The adoption of ASC 842 resulted in the recognition of $66 million of ROU assets, net of $1 million deferred rent, and $67 million of lease liabilities related to leases that were previously not required to be presented in the consolidated balance sheets. See Note 11 “Leases” for additional information. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and Cash Equivalents consist of all highly liquid investments with maturities of three months or less at the date of purchase. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. See Note 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. |
Inventories | Inventories Inventories consist primarily of oilfield and industrial finished goods. Inventories are stated at the lower of cost or net realizable value and using average cost methods. Allowances for excess and obsolete inventories are determined based on the Company’s historical usage of inventory on hand as well as its future expectations. As of December 31, 2019 and 2018, the Company reported inventory of $465 million and $602 million, respectively (net of inventory reserves of $26 million and $28 million, respectively). |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for major improvements that extend the lives of property 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. 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 changes the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The Company conducts goodwill impairment testing annually in the fourth quarter of each fiscal year, and more frequently on an interim basis, when an event occurs or changes in circumstances indicate that the fair value of a reporting unit may have declined below its carrying value. Events or circumstances which could indicate a probable impairment include, but are not limited to, a significant reduction in worldwide oil and gas prices or drilling; a significant reduction in profitability or cash flow of oil and gas companies or drilling contractors; a significant reduction in worldwide well completion and remediation activity; a significant reduction in capital investment by other oilfield service companies; or a significant increase in worldwide inventories of oil or gas. The Company evaluates goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below that constitutes a business for which financial information is available and is regularly reviewed by management. The Company determined that it has five reporting units for this purpose—United States Energy, United States Supply Chain, United States Process Solutions, Canada and International. The Company tests goodwill for impairment by comparing the fair value of a reporting unit to its carrying value. If the carrying amount exceeds the fair value of a reporting unit, an impairment loss is recognized in an amount equal to that excess, but not to exceed the total amount of goodwill allocated to that reporting unit. When performing goodwill impairment testing, the fair values of reporting units are determined based on valuation techniques using the best available information, including the discounted cash flow method, and the market approach where applicable. The market approach is based on metrics derived from comparable publicly-traded companies. 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 reporting units and the discount rate. The starting point for each reporting unit’s projected cash flow from operations is the detailed annual plan or updated forecast. The detailed planning and forecasting process takes into consideration a multitude of factors including worldwide rig activity, inflationary forces, pricing strategies, customer analysis, operational issues, competitor analysis, capital spending requirements, working capital requirements and customer needs among other items which impact the individual reporting unit projections. Cash flows beyond the specific operating plans were estimated using a terminal value calculation, which incorporated historical and forecasted financial cyclical trends for each reporting unit and also considered long-term earnings growth rates. The financial and credit market volatility impacts the fair value measurement by adjusting the discount rate. 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 total estimated fair value of its reporting units less debt. |
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 $1 million, $ 2 |
Revenue Recognition | Revenue Recognition The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. |
Cost of Products | Cost of Products Cost of products includes the cost of inventory sold and related items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight |
Warehousing, Selling and Administrative Expenses | Warehousing, Selling and Administrative Expenses Warehousing, selling and administrative expenses include branch 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 or prepayments 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. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by ASC Topic 718 “Compensation—Stock Compensation”. Under this guidance the fair value of the award is measured on the grant date and amortized to expense using the straight-line method over the shorter of the vesting period or the remaining requisite service period. Forfeitures are recognized as they occur. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company periodically evaluates its estimates and judgments that are most critical in nature, which are related to allowance for doubtful accounts, inventory reserves, goodwill, purchase price allocation of acquisitions, vendor consideration, stock-based compensation and income taxes. On an ongoing basis, the Company evaluates such estimates by comparing to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Contingencies | Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established, and, if no one amount in that range is more likely than others, the low end of the range is accrued. |
Accumulated Other Comprehensive Income (Loss) | The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income (loss) in accordance with ASC Topic 830 “Foreign Currency Matters”. |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year |
Receivables | Receivables Receivables are recorded when the Company has an unconditional right to consideration. |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obli gations. As of December 31, 2019 and 2018, contracts assets were $3 million and $2 million, respectively, and were included in receivables, net in the consolidated balance were not material Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. The increase in See Note 15 |
Receivables, net (Tables)
Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Allowance for doubtful accounts Beginning balance $ 27 $ 29 $ 34 Additions (deductions) charged to expenses (2 ) 2 3 Charge-offs and other (9 ) (4 ) (8 ) Ending balance $ 16 $ 27 $ 29 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of ( in millions Estimated December 31, Useful Lives 2019 2018 Information technology assets 1-7 Years $ 46 $ 45 Operating equipment (1) 2-15 Years 109 92 Buildings and land (2) 5-35 Years 100 99 Construction in progress 10 — Total property, plant and equipment 265 236 Less: accumulated depreciation (145 ) (130 ) Property, plant and equipment, net $ 120 $ 106 (1) (2) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of ( in millions December 31, 2019 2018 Compensation and other related expenses $ 31 $ 38 Contract liabilities 34 29 Taxes (non-income) 12 14 Current portion of operating lease liabilities 21 — Other 29 29 Total $ 127 $ 110 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 (1) $ 119 $ 98 $ 111 $ 328 Foreign currency translation adjustments — (8 ) (6 ) (14 ) Balance at December 31, 2018 $ 119 $ 90 $ 105 $ 314 Additions 6 — — 6 Impairment — (27 ) (54 ) (81 ) Foreign currency translation adjustments — 4 2 6 Balance at December 31, 2019 $ 125 $ 67 $ 53 $ 245 (1) In the United States segment, 393 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Identified Intangible Assets by Major Classification | Identified intangible assets by major classification, affected by the fluctuation of foreign currency rates, consist of the following ( in millions Accumulated Net Book Gross Amortization Value December 31, 2019: Trademarks and patents $ 38 $ (9 ) $ 29 Customer relationships 116 (57 ) 59 Other 2 — 2 Total identified intangibles $ 156 $ (66 ) $ 90 December 31, 2018: Trademarks and patents $ 103 $ (31 ) $ 72 Customer relationships 118 (46 ) 72 Other 11 (11 ) — Total identified intangibles $ 232 $ (88 ) $ 144 |
Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale | Amortization expense was $19 million, $20 million and $22 million for the years ended December 31, 2019, 2018, and 2017, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years, excluding assets held-for-sale ( in millions For the Year Ending December 31, Estimated Amortization Expense 2020 $ 15 2021 15 2022 14 2023 10 2024 8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 United States $ (12 ) $ 39 $ (64 ) Foreign (81 ) 19 12 Income (loss) before income taxes $ (93 ) $ 58 $ (52 ) |
Components of the Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for 2019, 2018 and 2017 consisted of the following ( in millions 2019 2018 2017 U.S. Federal: Current — — — Deferred — — — — — — U.S. State: Current 1 1 — Deferred — — — 1 1 — Foreign Current 5 6 1 Deferred (2 ) (1 ) (1 ) 3 5 — Income tax provision (benefit) $ 4 $ 6 $ — |
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, 2019 2018 2017 Income tax provision (benefit) at federal statutory rate $ (19 ) $ 12 $ (18 ) Foreign tax rate differential 2 2 (2 ) State income tax provision (benefit), net of federal benefit — 3 (5 ) Nondeductible expenses 3 9 2 Foreign tax credits 1 21 (31 ) Benefit of net operating loss — (14 ) — One-time transition tax — 1 33 U.S. tax rate change — — 69 Investment in subsidiaries (9 ) — — Nondeductible goodwill impairment 16 — — Change in valuation allowance 9 (28 ) (45 ) Change in contingency reserve and other 1 — (3 ) Income tax provision (benefit) $ 4 $ 6 $ — Effective tax rate (4.4 )% 10.7 % 0.0 % |
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, 2019 2018 2017 Deferred tax assets: Allowances and operating liabilities $ 5 $ 8 $ 8 Net operating loss carryforwards 56 56 52 Foreign tax credit carryforwards 7 8 29 Allowance for doubtful accounts 2 6 6 Inventory reserve 9 10 12 Stock-based compensation 8 8 15 Intangible assets 28 24 27 Assets held-for-sale 4 — — Investment in subsidiaries 9 — — Book over tax depreciation 4 2 — Other 4 3 3 Total deferred tax assets $ 136 $ 125 $ 152 Deferred tax liabilities: Total deferred tax liabilities $ — $ — $ — Net deferred tax assets before valuation allowance 136 125 152 Valuation allowance (138 ) (129 ) (157 ) Net deferred tax liabilities $ (2 ) $ (4 ) $ (5 ) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions 2019 2018 2017 Unrecognized tax benefit at January 1 $ — $ — $ 1 Gross increases - tax positions in prior period — — — Gross decreases - tax positions in prior period — — — Gross increases - tax positions in current period — — — Settlement — — (1 ) Lapse of statute of limitations — — — Unrecognized tax benefit at December 31 $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information ( in millions Classification December 31, 2019 Assets Operating Other assets $ 56 Finance Property, plant and equipment, net 16 Total ROU assets $ 72 Liabilities Current Operating Accrued liabilities $ 21 Finance Other current liabilities 7 Long-term Operating Long-term operating lease liabilities 34 Finance Other long-term liabilities 10 Total lease liabilities $ 72 |
Components of Lease Expense | Components of lease expense ( in millions Classification December 31, 2019 Operating lease cost (1) Warehousing, selling and administrative $ 31 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative $ 5 Short-term lease cost Warehousing, selling and administrative $ 7 Variable lease cost Warehousing, selling and administrative $ 3 (1) (2) |
Supplemental Cash Flow Information | Supplemental cash flow information ( in millions December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 31 Financing cash flows from finance leases (1) $ 5 ROU assets obtained in exchange for new lease liabilities Operating $ 17 Finance $ 20 (1) than $1 |
Maturity of Lease Liabilities | Maturity of lease liabilities as of December 31, 2019 were as follows ( in millions Operating Lease Finance Lease 2020 $ 24 $ 7 2021 17 6 2022 10 3 2023 6 1 2024 2 — Thereafter 1 2 Total future lease payments 60 19 Less: interest (5 ) (2 ) Present value of lease liabilities $ 55 $ 17 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 $ (143 ) Other comprehensive income 15 Balance at December 31, 2019 $ (128 ) |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 Revenue $ 2,240 $ 319 $ 392 $ 2,951 Operating loss (6 ) (19 ) (58 ) (83 ) Impairment charges (43 ) (27 ) (58 ) (128 ) Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 84 14 22 120 Total assets 948 402 241 1,591 2018 Revenue $ 2,371 $ 358 $ 398 $ 3,127 Operating profit 57 14 2 73 Depreciation and amortization 30 2 9 41 Property, plant and equipment, net 73 12 21 106 Total assets 1,272 399 124 1,795 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 |
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, 2019 2018 2017 Product Category Drilling and production $ 711 $ 691 $ 625 Pipe 473 587 418 Valves 608 664 541 Fittings and flanges 524 523 419 Mill tool, MRO, safety and other 635 662 645 Total $ 2,951 $ 3,127 $ 2,648 |
Earnings Per Share (EPS) (Table
Earnings Per Share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | Basic and diluted earnings (loss) per share follows ( in millions December 31, 2019 2018 2017 Numerator: Net income (loss) attributable to the Company $ (97 ) $ 52 $ (52 ) Less: net income attributable to participating securities — (1 ) — Net income (loss) attributable to the Company's stockholders $ (97 ) $ 51 $ (52 ) Denominator: Weighted-average basic common shares outstanding 108,779,891 108,296,155 107,745,229 Effect of dilutive securities — 341,489 — Weighted-average diluted common shares outstanding 108,779,891 108,637,644 107,745,229 Earnings (loss) per share attributable to the Company's stockholders: Basic $ (0.89 ) $ 0.47 $ (0.48 ) Diluted $ (0.89 ) $ 0.47 $ (0.48 ) |
Stock-based Compensation and _2
Stock-based Compensation and Outstanding Awards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019, 2018 and 2017, 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, 2019 2018 2017 Valuation Assumptions: Expected volatility 43.7 % 44.2 % 37.9 % Risk-free interest rate 2.5 % 2.7 % 1.9 % 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 (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 5,483 $ 19.43 Granted 521 15.30 Forfeited and expired (613 ) 14.19 Exercised (265 ) 10.30 Outstanding as of December 31, 2019 5,126 $ 20.11 3.3 $ 2 Exercisable at December 31, 2019 3,701 $ 22.88 2.6 $ — |
Summary of Status of Nonvested Shares of RSAs and RSUs | The following table summarizes award activity for RSAs and RSUs: RSAs / RSUs Shares (in thousands) Weighted-Average Grant-Date Fair Value Nonvested as of December 31, 2018 1,515 $ 21.78 Granted 465 13.42 Vested (1) (665 ) 18.92 Forfeited (43 ) 23.55 Nonvested as of December 31, 2019 1,272 $ 19.38 (1) 216 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, 2018 413 $ 15.13 Granted 217 17.69 Vested (1) (102 ) 14.34 Forfeited (315 ) 16.78 Nonvested as of December 31, 2019 213 $ 15.67 (1) 32 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Revenue $ 785 $ 776 $ 751 $ 639 Operating expenses Cost of products 627 623 601 514 Warehousing, selling and administrative 135 136 136 134 Impairment charges — — — 128 Operating profit (loss) $ 23 $ 17 $ 14 $ (137 ) Net income (loss) $ 18 $ 14 $ 10 $ (139 ) Earnings (loss) per share: Basic earnings (loss) per common share $ 0.17 $ 0.12 $ 0.09 $ (1.27 ) Diluted earnings (loss) per common share $ 0.16 $ 0.12 $ 0.09 $ (1.27 ) Year ended December 31, 2018 Revenue $ 764 $ 777 $ 822 $ 764 Operating expenses Cost of products 616 620 654 607 Warehousing, selling and administrative 141 139 142 135 Operating profit $ 7 $ 18 $ 26 $ 22 Net income $ 2 $ 14 $ 20 $ 16 Earnings per share: Basic earnings per common share $ 0.02 $ 0.12 $ 0.18 $ 0.14 Diluted earnings per common share $ 0.02 $ 0.12 $ 0.18 $ 0.14 |
Employee Bargaining Agreement_2
Employee Bargaining Agreements and Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, are as follows ( in millions Pension Benefits At year end 2019 2018 Benefit obligation at beginning of year $ 11 $ 13 Service cost — — Interest cost — — Actuarial loss (gain) — 1 Benefits paid — — Participants contributions — — Plan settlements — (3 ) Foreign currency exchange rate changes — — Acquisitions (disposals) — — Benefit obligation at end of year $ 11 $ 11 Fair value of plan assets at beginning of year $ 15 $ 18 Actual return 1 — Benefits paid — — Company contributions — — Participants contributions — — Plan settlements — (3 ) Foreign currency exchange rate changes — — Acquisitions (disposals) — — Fair value of plan assets at end of year $ 16 $ 15 Funded status 5 4 Accumulated benefit obligation at end of year $ 11 $ 11 |
Assumption Rates Used for Benefit Obligations | The assumption rates used for benefit obligations are as follows: December 31, 2019 2018 Discount rate: 2.00% - 2.10% 2.65% - 2.90% |
Assumption Rates Used for Net Periodic Benefit Costs | The assumption rates used for net periodic benefit costs are as follows: December 31, 2019 2018 2017 Discount rate: 2.65% - 2.90% 2.50% 2.70% Expected return on assets: 3.02% - 3.62% 3.10% - 4.17% 3.27% - 4.27% |
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, 2019: Equity securities $ 6 $ 6 $ — $ — Fixed income securities 5 5 — — Other 5 1 4 — Total fair value measurements $ 16 $ 12 $ 4 $ — December 31, 2018: Equity securities $ 5 $ 5 $ — $ — Fixed income securities 5 5 — — Other 5 — 5 — Total fair value measurements $ 15 $ 10 $ 5 $ — |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($)GeographicMarketCountry | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Basis Of Presentation And Organization [Line Items] | ||||
Number of geographical area covered | GeographicMarket | 80 | |||
Number of countries distribution occur through vendors | Country | 40 | |||
Accumulated deficit | $ (775) | $ (678) | ||
Right-of-use assets net | 72 | |||
Lease liabilities | $ 72 | |||
ASC Topic 326 [Member] | Subsequent Event [Member] | Maximum [Member] | ||||
Basis Of Presentation And Organization [Line Items] | ||||
Accumulated deficit | $ 10 | |||
ASC Topic 842 | ||||
Basis Of Presentation And Organization [Line Items] | ||||
Right-of-use assets net | $ 66 | |||
Deferred rent | 1 | |||
Lease liabilities | $ 67 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)ReportingUnit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Inventories, net | $ 465 | $ 602 | |
Net of inventory reserves | $ 26 | 28 | |
Number of reporting units | ReportingUnit | 5 | ||
Foreign currency transaction losses | $ 1 | $ 2 | $ 2 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue | 10.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ 15 | |
Increase in contract liabilities for net customer deposits | $ 18 | |
Receivables, Net [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets | $ 3 | $ 2 |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Amortization period of revenue recognized | 1 year |
Receivables, Net - Rollforward
Receivables, Net - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 27 | $ 29 | $ 34 |
Additions (deductions) charged to expenses | (2) | 2 | 3 |
Charge-offs and other | (9) | (4) | (8) |
Ending balance | $ 16 | $ 27 | $ 29 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 265 | $ 236 | |
Less: accumulated depreciation | (145) | (130) | |
Property, plant and equipment, net | 120 | 106 | $ 119 |
Information Technology Assets [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 46 | 45 | |
Operating Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 109 | 92 | |
Buildings and Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 100 | $ 99 | |
Construction in Progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 10 | ||
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 Equipment_4
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Land [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Lives | indefinite life |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||
Depreciation expense | $ 22 | $ 21 | $ 28 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Compensation and other related expenses | $ 31 | $ 38 |
Contract liabilities | 34 | 29 |
Taxes (non-income) | 12 | 14 |
Current portion of operating lease liabilities | 21 | |
Other | 29 | 29 |
Total | $ 127 | $ 110 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill Identified by Segment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | $ 314,000,000 | $ 328,000,000 | ||
Additions | 6,000,000 | |||
Impairment | $ (81,000,000) | (81,000,000) | 0 | $ 0 |
Foreign currency translation adjustments | 6,000,000 | (14,000,000) | ||
Goodwill, Ending balance | 245,000,000 | 245,000,000 | 314,000,000 | 328,000,000 |
United States [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | 119,000,000 | 119,000,000 | ||
Additions | 6,000,000 | |||
Goodwill, Ending balance | 125,000,000 | 125,000,000 | 119,000,000 | 119,000,000 |
Canada [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | 90,000,000 | 98,000,000 | ||
Impairment | (27,000,000) | |||
Foreign currency translation adjustments | 4,000,000 | (8,000,000) | ||
Goodwill, Ending balance | 67,000,000 | 67,000,000 | 90,000,000 | 98,000,000 |
International [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning balance | 105,000,000 | 111,000,000 | ||
Impairment | (54,000,000) | |||
Foreign currency translation adjustments | 2,000,000 | (6,000,000) | ||
Goodwill, Ending balance | $ 53,000,000 | $ 53,000,000 | $ 105,000,000 | $ 111,000,000 |
Goodwill - Summary of Goodwil_2
Goodwill - Summary of Goodwill Identified by Segment (Parenthetical) (Detail) $ in Millions | Dec. 31, 2017USD ($) |
United States [Member] | |
Goodwill [Line Items] | |
Goodwill, accumulated impairment | $ 393 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 81,000,000 | $ 81,000,000 | $ 0 | $ 0 |
Goodwill impairment tax benefit | $ 0 |
Intangibles, Net - Additional I
Intangibles, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Amortization Of Intangible Assets | $ 19 | $ 20 | $ 22 |
United States [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 34 | ||
International [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 4 | ||
Minimum [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives of identified intangible assets | 3 years | ||
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 156 | $ 232 |
Accumulated Amortization | (66) | (88) |
Net Book Value | 90 | 144 |
Trademarks and Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38 | 103 |
Accumulated Amortization | (9) | (31) |
Net Book Value | 29 | 72 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 116 | 118 |
Accumulated Amortization | (57) | (46) |
Net Book Value | 59 | 72 |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2 | 11 |
Accumulated Amortization | $ (11) | |
Net Book Value | $ 2 |
Intangibles, Net - Schedule of
Intangibles, Net - Schedule of Estimated Amortization of Intangible Assets Excluding Assets Held-for-Sale (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2020 | $ 15 |
2021 | 15 |
2022 | 14 |
2023 | 10 |
2024 | $ 8 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (12) | $ 39 | $ (64) |
Foreign | (81) | 19 | 12 |
Income (loss) before income taxes | $ (93) | $ 58 | $ (52) |
Income Taxes - Components of th
Income Taxes - Components of the Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. State: | |||
Current | $ 1 | $ 1 | |
U.S. State, Total | 1 | 1 | |
Foreign | |||
Current | 5 | 6 | $ 1 |
Deferred | (2) | (1) | $ (1) |
Foreign, Total | 3 | 5 | |
Income tax provision (benefit) | $ 4 | $ 6 |
Income Taxes - Difference Betwe
Income Taxes - Difference Between Effective Tax Rate (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) at federal statutory rate | $ (19) | $ 12 | $ (18) |
Foreign tax rate differential | 2 | 2 | (2) |
State income tax provision (benefit), net of federal benefit | 3 | (5) | |
Nondeductible expenses | 3 | 9 | 2 |
Foreign tax credits | 1 | 21 | (31) |
Benefit of net operating loss | (14) | ||
One-time transition tax | 1 | 33 | |
U.S. tax rate change | 69 | ||
Investment in subsidiaries | (9) | ||
Nondeductible goodwill impairment | 16 | ||
Change in valuation allowance | 9 | (28) | (45) |
Change in contingency reserve and other | 1 | $ (3) | |
Income tax provision (benefit) | $ 4 | $ 6 | |
Effective tax rate | (4.40%) | 10.70% | 0.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Allowances and operating liabilities | $ 5 | $ 8 | $ 8 |
Net operating loss carryforwards | 56 | 56 | 52 |
Foreign tax credit carryforwards | 7 | 8 | 29 |
Allowance for doubtful accounts | 2 | 6 | 6 |
Inventory reserve | 9 | 10 | 12 |
Stock-based compensation | 8 | 8 | 15 |
Intangible assets | 28 | 24 | 27 |
Assets held-for-sale | 4 | ||
Investment in subsidiaries | 9 | ||
Book over tax depreciation | 4 | 2 | |
Other | 4 | 3 | 3 |
Total deferred tax assets | 136 | 125 | 152 |
Deferred tax liabilities: | |||
Net deferred tax assets before valuation allowance | 136 | 125 | 152 |
Valuation allowance | (138) | (129) | (157) |
Net deferred tax liabilities | $ (2) | $ (4) | $ (5) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Tax [Line Items] | |||
Cumulative Loss Position Period | 3 years | ||
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Valuation Allowance | 138,000,000 | $ 129,000,000 | $ 157,000,000 |
Valuation allowance | 7,000,000 | ||
Foreign tax credit carryforwards | 7,000,000 | $ 8,000,000 | $ 29,000,000 |
Undistributed earnings | 81,000,000 | ||
Additional income taxes provided for other foreign earnings or any additional outside basis differences inherent in foreign subsidiaries | $ 0 | ||
Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Foreign tax credits expiration year | 2024 | ||
Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Foreign tax credits expiration year | 2027 | ||
Federal [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards | $ 218,000,000 | ||
Deferred tax benefit | 46,000,000 | ||
Valuation Allowance | $ 46,000,000 | ||
Federal [Member] | Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2036 | ||
Federal [Member] | Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2037 | ||
State [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards | $ 126,000,000 | ||
Deferred tax benefit | 7,000,000 | ||
Valuation allowance | $ 7,000,000 | ||
State [Member] | Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2020 | ||
State [Member] | Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2038 | ||
Foreign Country [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards | $ 15,000,000 | ||
Valuation allowance | 3,000,000 | ||
Operating Loss Carryforwards without expiration date | 12,000,000 | ||
Operating Loss Carryforwards with expiration date | $ 3,000,000 | ||
Foreign Country [Member] | Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2039 | ||
Foreign Country [Member] | Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2021 | ||
U.S. [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | $ 5,000,000 | ||
Canada [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | 1,000,000 | ||
Other Foreign Jurisdictions [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | $ 3,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefit beginning balance | $ 1 |
Settlement | $ (1) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 30, 2018 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Term of loan | 5 years | |
Agreement date | Apr. 30, 2018 | |
Senior secured revolving credit facility commitment | $ 750,000,000 | |
Sub-facility for letter of credit | $ 60,000,000 | |
Percentage of swing line sub-facility | 10.00% | |
Increase in aggregate principal amount | $ 250,000,000 | |
Description of line of credit | The Company will be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base or $60 million. | |
Minimum amount of credit facility required to maintain coverage ratio percentage | 12.50% | |
Minimum amount of credit facility required to maintain coverage ratio | $ 60,000,000 | |
Fixed charge coverage ratio | 100.00% | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | $ 0 | |
Line of Credit Facility, Available Borrowing Capacity | $ 413,000,000 | |
Line Of credit Unused Capacity Percentage | 98.00% | |
Letters of credit | $ 7,000,000 | |
Casualty insurance, expiration month and year | 2020-07 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Unused portion of commitment fee range | 0.25% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unused portion of commitment fee range | 0.375% | |
Canadian Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 100,000,000 | |
UK Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 40,000,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee Lease Description [Line Items] | |||
Operating lease weighted average remaining term | 3 years | ||
Finance lease weighted average remaining term | 5 years | ||
Operating lease weighted-average discount rates | 6.10% | ||
Finance lease weighted-average discount rates | 5.60% | ||
Rental expense | $ 48 | $ 50 | |
Total future lease commitments | $ 60 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Lessee Lease Description [Line Items] | |||
Rental expense | 2 | $ 3 | $ 3 |
Total future lease commitments | $ 1 | ||
Operating leases, expiry year | 2020 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Assets And Liabilities Lessee [Abstract] | |
Operating lease, right-of-use assets | $ 56 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember |
Finance lease, right-of-use assets | $ 16 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentMember |
Total ROU assets | $ 72 |
Current operating lease liability | $ 21 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesMember |
Current finance lease liability | $ 7 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember |
Long-term operating lease liabilities | $ 34 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | dnow:LongTermOperatingLeaseLiabilitiesMember |
Long-term finance lease liability | $ 10 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherRegulatoryAssetsLiabilitiesMember |
Total lease liabilities | $ 72 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - Warehousing, Selling and Administrative [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease cost | $ 31 |
Finance lease ROU asset depreciation | 5 |
Short-term lease cost | 7 |
Variable lease cost | $ 3 |
Leases - Components of Lease _2
Leases - Components of Lease Expense (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Interest on finance lease liabilities | $ 1 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 31 |
Financing cash flows from finance leases | 5 |
ROU assets obtained in exchange for new lease liabilities | |
Operating | 17 |
Finance | $ 20 |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Interest payments from finance lease liabilities | $ 1 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2020 | $ 24 |
2021 | 17 |
2022 | 10 |
2023 | 6 |
2024 | 2 |
Thereafter | 1 |
Total future lease payments | 60 |
Less: interest | (5) |
Present value of lease liabilities | 55 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2020 | 7 |
2021 | 6 |
2022 | 3 |
2023 | 1 |
2024 | 0 |
Thereafter | 2 |
Total future lease payments | 19 |
Less: interest | (2) |
Present value of lease liabilities | $ 17 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Contingent liability | $ 11 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Detail) - Derivatives Not Designated as Hedging Instrument [Member] - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, notional amount | $ 15 | $ 20 | $ 37 |
Other Expense [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, gain (loss) related to changes in fair value | (1) | (1) | $ 1 |
Prepaid and Other Current Assets [Member] | Maximum [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, assets | 1 | 1 | |
Other Current Liabilities [Member] | Maximum [Member] | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency forward contracts, liability | $ 1 | $ 1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (143) | ||
Other comprehensive income | 15 | $ (38) | $ 37 |
Accumulated other comprehensive income (loss), Ending balance | (128) | (143) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated other comprehensive income (loss), Beginning balance | (143) | ||
Other comprehensive income | 15 | (38) | $ 37 |
Accumulated other comprehensive income (loss), Ending balance | $ (128) | $ (143) |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019CountrySegmentLocation | |
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 | 165 |
Canada [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 50 |
International [Member] | |
Segment Reporting Information [Line Items] | |
Number of locations | 30 |
Number of countries | Country | 20 |
Business Segments - Summary of
Business Segments - Summary of Financial Information of Company's Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 639 | $ 751 | $ 776 | $ 785 | $ 764 | $ 822 | $ 777 | $ 764 | $ 2,951 | $ 3,127 | $ 2,648 |
Operating profit (loss) | (137) | $ 14 | $ 17 | $ 23 | 22 | $ 26 | $ 18 | $ 7 | (83) | 73 | (41) |
Impairment charges | (128) | (128) | |||||||||
Depreciation and amortization | 41 | 41 | 50 | ||||||||
Property, plant and equipment, net | 120 | 106 | 120 | 106 | 119 | ||||||
Total assets | 1,591 | 1,795 | 1,591 | 1,795 | 1,749 | ||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,240 | 2,371 | 1,914 | ||||||||
Operating profit (loss) | (6) | 57 | (53) | ||||||||
Impairment charges | (43) | ||||||||||
Depreciation and amortization | 30 | 30 | 37 | ||||||||
Property, plant and equipment, net | 84 | 73 | 84 | 73 | 81 | ||||||
Total assets | 948 | 1,272 | 948 | 1,272 | 1,207 | ||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 319 | 358 | 356 | ||||||||
Operating profit (loss) | (19) | 14 | 13 | ||||||||
Impairment charges | (27) | ||||||||||
Depreciation and amortization | 2 | 2 | 3 | ||||||||
Property, plant and equipment, net | 14 | 12 | 14 | 12 | 14 | ||||||
Total assets | 402 | 399 | 402 | 399 | 401 | ||||||
International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 392 | 398 | 378 | ||||||||
Operating profit (loss) | (58) | 2 | (1) | ||||||||
Impairment charges | (58) | ||||||||||
Depreciation and amortization | 9 | 9 | 10 | ||||||||
Property, plant and equipment, net | 22 | 21 | 22 | 21 | 24 | ||||||
Total assets | $ 241 | $ 124 | $ 241 | $ 124 | $ 141 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | $ 639 | $ 751 | $ 776 | $ 785 | $ 764 | $ 822 | $ 777 | $ 764 | $ 2,951 | $ 3,127 | $ 2,648 |
Drilling and Production [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 711 | 691 | 625 | ||||||||
Pipe [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 473 | 587 | 418 | ||||||||
Valves [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 608 | 664 | 541 | ||||||||
Fittings and Flanges [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | 524 | 523 | 419 | ||||||||
Mill Tool, MRO, Safety and Other [Member] | |||||||||||
Entity Wide Portfolio Carrying Amount Major Customer [Line Items] | |||||||||||
Total Revenues | $ 635 | $ 662 | $ 645 |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities excluded from Computation of Earnings Per Share | 8 | 5 | 8 |
Earnings Per Share ("EPS") - Co
Earnings Per Share ("EPS") - Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income (loss) attributable to the Company | $ (139) | $ 10 | $ 14 | $ 18 | $ 16 | $ 20 | $ 14 | $ 2 | $ (97) | $ 52 | $ (52) |
Less: net income attributable to participating securities | (1) | ||||||||||
Net income (loss) attributable to the Company's stockholders | $ (97) | $ 51 | $ (52) | ||||||||
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic | 108,779,891 | 108,296,155 | 107,745,229 | ||||||||
Effect of dilutive securities | 341,489 | ||||||||||
Weighted-average diluted common shares outstanding | 108,779,891 | 108,637,644 | 107,745,229 | ||||||||
Basic | $ (1.27) | $ 0.09 | $ 0.12 | $ 0.17 | $ 0.14 | $ 0.18 | $ 0.12 | $ 0.02 | $ (0.89) | $ 0.47 | $ (0.48) |
Diluted | $ (1.27) | $ 0.09 | $ 0.12 | $ 0.16 | $ 0.14 | $ 0.18 | $ 0.12 | $ 0.02 | $ (0.89) | $ 0.47 | $ (0.48) |
Stock-based Compensation and _3
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 13,000,000 | $ 16,000,000 | $ 20,000,000 |
Tax effected benefit for share-based compensation arrangements | $ 3,000,000 | $ 3,000,000 | $ 7,000,000 |
Share-based compensation arrangement by share-based payment award, options, contractual term | 3 years 3 months 18 days | ||
Weighted-average grant-date fair value of options granted | $ 6.02 | $ 3.95 | $ 7.07 |
Cash received from exercises of stock options | $ 2,000,000 | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value, Exercised or settled | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based awards, vested, number of years | 3 years | ||
Unrecognized compensation costs | $ 4,000,000 | ||
Expected to be recognized over a weighted average period | 1 year 3 months 18 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 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 | $ 7,000,000 | ||
Expected to be recognized over a weighted average period | 1 year | ||
Weighted average grant date fair value, Granted | $ 13.42 | $ 10.82 | $ 15.87 |
Fair value of shares vested | $ 12,000,000 | $ 7,000,000 | $ 12,000,000 |
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 3 months 18 days | ||
Weighted average grant date fair value, Granted | $ 17.69 | $ 11.81 | $ 22.75 |
Performance-based awards granted, percentage, minimum threshold met | 0.00% | ||
Performance-based awards granted, percentage, maximum threshold met | 200.00% | ||
Vest-date fair value vested during period | $ 2,000,000 | ||
TSR metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 50.00% | ||
Performance based restricted stock awards goals over performance period | 3 years | ||
EBITDA metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 25.00% | ||
Performance based restricted stock awards goals over performance period | 3 years | ||
Return on Capital Employed (ROCE) metric [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance based restricted stock awards granted in percent | 25.00% | ||
Performance based restricted stock awards goals over performance period | 3 years |
Stock-based Compensation and _4
Stock-based Compensation and Outstanding Awards - Significant Assumptions Used to Calculate the Grant Date Fair Market Values of Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Assumptions: | |||
Expected volatility | 43.70% | 44.20% | 37.90% |
Risk-free interest rate | 2.50% | 2.70% | 1.90% |
Expected term (in years) | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Stock-based Compensation and _5
Stock-based Compensation and Outstanding Awards - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 5,483,000 |
Stock Options, Granted | shares | 521,000 |
Stock OptionsForfeited and Expired | shares | (613,000) |
Stock Options, Exercised | shares | (265,000) |
Stock Options, Outstanding, Ending balance | shares | 5,126,000 |
Stock Options, Exercisable at December 31, 2019 | shares | 3,701,000 |
Weighted average exercise price, Outstanding, Beginning balance | $ / shares | $ 19.43 |
Weighted average exercise price, Granted | $ / shares | 15.30 |
Weighted average excercise price, Forfeited and Expired | $ / shares | 14.19 |
Weighted average exercise price, Exercised | $ / shares | 10.30 |
Weighted average exercise price, Outstanding, Ending balance | $ / shares | 20.11 |
Weighted average exercise price, Exercisable at December 31, 2019 | $ / shares | $ 22.88 |
Weighted average remaining contractual term, Outstanding, Ending balance | 3 years 3 months 18 days |
Weighted average remaining contractual term, Exercisable at December 31, 2019 | 2 years 7 months 6 days |
Aggregate intrinsic value, Outstanding, Ending balance | $ | $ 2 |
Stock-based Compensation and _6
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of RSAs and RSUs (Detail) - Restricted Stock and Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested shares, beginning balance | 1,515,000 | ||
Shares, Granted | 465,000 | ||
Shares, Vested | (665,000) | ||
Shares, Forfeited | (43,000) | ||
Nonvested shares, ending balance | 1,272,000 | 1,515,000 | |
Weighted average grant date fair value, Nonvested beginning balance | $ 21.78 | ||
Weighted average grant date fair value, Granted | 13.42 | $ 10.82 | $ 15.87 |
Weighted average grant date fair value, Vested | 18.92 | ||
Weighted average grant date fair value, Forfeited | 23.55 | ||
Weighted average grant date fair value, Nonvested ending balance | $ 19.38 | $ 21.78 |
Stock-based Compensation and _7
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of RSAs and RSUs (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019shares | |
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 | 216,000 |
Stock-based Compensation and _8
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of PSAs (Detail) - Performance Share (PSAs) Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested shares, beginning balance | shares | 413,000 |
Shares, Granted | shares | 217,000 |
Shares, Vested | shares | (102,000) |
Shares, Forfeited | shares | (315,000) |
Nonvested shares, ending balance | shares | 213,000 |
Weighted average grant date fair value, Nonvested beginning balance | $ / shares | $ 15.13 |
Weighted average grant date fair value, Granted | $ / shares | 17.69 |
Weighted average grant date fair value, Vested | $ / shares | 14.34 |
Weighted average grant date fair value, Forfeited | $ / shares | 16.78 |
Weighted average grant date fair value, Nonvested ending balance | $ / shares | $ 15.67 |
Stock-based Compensation and _9
Stock-based Compensation and Outstanding Awards - Summary of Status of Nonvested Shares of PSAs (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019shares | |
Performance Share (PSAs) Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares withheld and retired to satisfy minimum tax withholding | 32,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summarized Quarterly Result (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 639 | $ 751 | $ 776 | $ 785 | $ 764 | $ 822 | $ 777 | $ 764 | $ 2,951 | $ 3,127 | $ 2,648 |
Operating expenses: | |||||||||||
Cost of products | 514 | 601 | 623 | 627 | 607 | 654 | 620 | 616 | 2,365 | 2,497 | 2,147 |
Warehousing, selling and administrative | 134 | 136 | 136 | 135 | 135 | 142 | 139 | 141 | |||
Impairment charges | 128 | 128 | |||||||||
Operating profit (loss) | (137) | 14 | 17 | 23 | 22 | 26 | 18 | 7 | (83) | 73 | (41) |
Net income (loss) | $ (139) | $ 10 | $ 14 | $ 18 | $ 16 | $ 20 | $ 14 | $ 2 | $ (97) | $ 52 | $ (52) |
Earnings (loss) per share: | |||||||||||
Basic earnings (loss) per common share | $ (1.27) | $ 0.09 | $ 0.12 | $ 0.17 | $ 0.14 | $ 0.18 | $ 0.12 | $ 0.02 | $ (0.89) | $ 0.47 | $ (0.48) |
Diluted earnings (loss) per common share | $ (1.27) | $ 0.09 | $ 0.12 | $ 0.16 | $ 0.14 | $ 0.18 | $ 0.12 | $ 0.02 | $ (0.89) | $ 0.47 | $ (0.48) |
Employee Bargaining Agreement_3
Employee Bargaining Agreements and Benefit Plans - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)EmployeesPension_Plan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of temporary employees | Employees | 200 | ||
Expenses for defined contribution plan | $ 13 | $ 13 | $ 12 |
Number of benefit plans, description | The Company sponsors two defined benefit plans in the United Kingdom under which accrual of pension benefits have ceased. Plan member benefits that have previously been accrued are indexed in line with inflation during the period up to retirement in order to protect their purchasing power. 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 | 4,400 | ||
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 | 2 | ||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 1 |
Employee Bargaining Agreement_4
Employee Bargaining Agreements and Benefit Plans - Change in Benefit Obligation, Plan Assets and Funded Status of Defined Benefit Pension Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | $ 15 | |
Fair value of plan assets at end of year | 16 | $ 15 |
Pension Benefits | ||
Benefit obligation | ||
Benefit obligation at beginning of year | 11 | 13 |
Actuarial loss (gain) | 1 | |
Plan settlements | (3) | |
Benefit obligation at end of year | 11 | 11 |
Fair value of plan assets | ||
Fair value of plan assets at beginning of year | 15 | 18 |
Actual return | 1 | |
Plan settlements | (3) | |
Fair value of plan assets at end of year | 16 | 15 |
Funded status | 5 | 4 |
Accumulated benefit obligation at end of year | $ 11 | $ 11 |
Employee Bargaining Agreement_5
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Benefit Obligations (Detail) | Dec. 31, 2019 | Dec. 31, 2018 |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 2.00% | 2.65% |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate: | 2.10% | 2.90% |
Employee Bargaining Agreement_6
Employee Bargaining Agreements and Benefit Plans - Assumption Rates Used for Net Periodic Benefit Costs (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 2.50% | 2.70% | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 2.65% | ||
Expected return on assets: | 3.02% | 3.10% | 3.27% |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate: | 2.90% | ||
Expected return on assets: | 3.62% | 4.17% | 4.27% |
Employee Bargaining Agreement_7
Employee Bargaining Agreements and Benefit Plans - Plan's Assets Carried at Fair Value (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 16 | $ 15 |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 6 | 5 |
Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 5 | 5 |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 5 | 5 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 12 | 10 |
Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 6 | 5 |
Level 1 [Member] | Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 5 | 5 |
Level 1 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 1 | |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | 4 | 5 |
Level 2 [Member] | Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total fair value measurements | $ 4 | $ 5 |
Transactions - Additional Infor
Transactions - Additional Information (Detail) $ in Millions | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($)Acquisition | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Transactions [Line Items] | ||||||
Goodwill | $ 245 | $ 245 | $ 314 | $ 328 | ||
Assets held-for-sale | 34 | 34 | ||||
Liabilities held-for-sale | 6 | 6 | ||||
Impairment charges | 128 | 128 | ||||
Held-for-Sale [Member] | ||||||
Transactions [Line Items] | ||||||
Assets held-for-sale | 34 | 34 | ||||
Liabilities held-for-sale | $ 6 | 6 | ||||
Impairment charges | 9 | |||||
Held-for-Sale [Member] | Subsequent Event [Member] | ||||||
Transactions [Line Items] | ||||||
Proceeds from sale of business | $ 28 | |||||
Two Acquisitions [Member] | ||||||
Transactions [Line Items] | ||||||
Number of acquisitions | Acquisition | 2 | |||||
Purchase price consideration | $ 8 | |||||
Goodwill | 6 | |||||
Intangible assets | $ 2 | |||||
Two Acquisitions [Member] | Maximum [Member] | ||||||
Transactions [Line Items] | ||||||
Acquisition related costs | $ 1 |