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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2019


The following table summarizes the share repurchase activity:
	2019		2018		2017
Number of shares acquired on the open market		4,868,491		7,596,113		4,074,146
Average price per share	$	15.38	$	16.46	$	16.62
Total cost of acquired shares (in millions)	$	75	$	125	$	68

Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets



	December 31,
	2019		2018
Currency translation adjustments	$	(224)	$	(229)
Hedge accounting adjustments		(7)		(2)
Other adjustments		(1)		(1)
Accumulated other comprehensive loss	$	(232)	$	(232)

Earnings Per Share


	Year Ended December 31,
	2019		2018		2017
Net income attributable to common stockholders	$	15	$	50	$	26

Average basic shares outstanding		83.0		90.1		94.3
Effect of dilutive securities		0.9		1.7		1.3
Average diluted shares outstanding		83.9		91.8		95.6

Net income per share:
Basic	$	0.18	$	0.55	$	0.28
Diluted	$	0.18	$	0.54	$	0.27

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 32.0	$ 43.0
Accounts receivable, net	459.0	587.0
Inventories, net	701.0	797.0
Other current assets	26.0	38.0
Total current assets	1,218.0	1,465.0
Long-term assets:
Operating lease assets	186.0
Property, plant and equipment, net	138.0	140.0
Other assets	19.0	23.0
Intangible assets:
Goodwill, net	483.0	484.0
Other intangible assets, net	281.0	322.0
Total assets	2,325.0	2,434.0
Current liabilities:
Trade accounts payable	357.0	435.0
Accrued expenses and other current liabilities	91.0	130.0
Operating lease liabilities	34.0
Current portion of long-term debt	4.0	4.0
Total current liabilities	486.0	569.0
Long-term obligations:
Long-term debt, net	547.0	680.0
Operating lease liabilities	167.0
Deferred income taxes	91.0	98.0
Other liabilities	37.0	40.0
Commitments and contingencies
6.5% Series A Convertible Perpetual Preferred Stock, $0.01 par value; authorized 363,000 shares; 363,000 shares issued and outstanding	355.0	355.0
Stockholders' equity:
Common stock, $0.01 par value per share: 500 million shares authorized, 105,624,750 and 104,953,693 issued, respectively	1.0	1.0
Additional paid-in capital	1,731.0	1,721.0
Retained deficit	(483.0)	(498.0)
Treasury stock at cost: 24,216,330 and 19,347,839 shares, respectively	(375.0)	(300.0)
Accumulated other comprehensive loss	(232.0)	(232.0)
Total stockholders' equity	642.0	692.0
Total liabilities and stockholders' equity	$ 2,325.0	$ 2,434.0

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 39	$ 74	$ 50
Other comprehensive income (loss):
Foreign currency translation	5	(20)	24
Hedge accounting adjustments, net of tax	(5)	(2)
Total other comprehensive income (loss), net of tax		(22)	24
Comprehensive income	$ 39	$ 52	$ 74

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Leases (Narrative) (Details) $ in Millions	12 Months Ended
Leases (Narrative) (Details) $ in Millions	Dec. 31, 2019 USD ($)
Operating lease cost	$ 42
Cash paid	$ 46
Minimum [Member]
Renewal term	1 year
Maximum [Member]
Renewal term	15 years
Term	30 years

Employee Benefit Plans (Schedule of Restricted Stock Activity) (Details) - Restricted Stock [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, Beginning Balance	83,391
Granted	74,055
Vested	(81,984)
Forfeited	(1,407)
Nonvested, Ending Balance	74,055	83,391
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 19.05
Granted, Weighted Average Grant-Date Fair Value	18.05	$ 19.28	$ 18.31
Vested, Weighted Average Grant-Date Fair Value	19.05
Forfeited, Weighted Average Grant-Date Fair Value	19.15
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value	$ 18.05	$ 19.05

Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Significant Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES

Business Operations: MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings (“PVF”) and other infrastructure products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining and petrochemical processing) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian. Our products are obtained from a broad range of suppliers.

Basis of Presentation: The accompanying consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated net realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates.

Cash Equivalents: We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Allowance for Doubtful Accounts: We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

Inventories: Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a better matching of costs and revenue. This practice excludes certain inventories, which are held outside of the United States, approximating $181 million and $187 million at December 31, 2019 and 2018, respectively, which are valued at the lower of weighted-average cost or net realizable value. Our inventory is substantially comprised of finished goods.

Reserves for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales activity over time. The reserve, which totaled $35 million and $40 million at December 31, 2019 and 2018, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated net realizable value.

Debt Issuance Costs: We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. Debt issuance costs associated with our Global ABL Facility are presented in other assets and totaled $2 million and $3 million at December 31, 2019 and 2018, respectively. Debt issuance costs associated with our Term Loan are presented as a reduction of the carrying amount of the debt liability and totaled $2 million at December 31, 2019 and 2018.

Property, Plant and Equipment: Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred.

Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related asset. Costs incurred prior to the development stage, as well as maintenance, training costs and general and administrative expenses are expensed as incurred.

Goodwill and Other Intangible Assets: Goodwill represents the excess of acquisition cost over the fair value of net assets acquired. Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at the reporting unit level. Within each reporting unit, we have elected to aggregate the component countries and regions into a single reporting unit based on their similar economic characteristics, products, customers, suppliers, methods of distribution and the manner in which we operate each reporting unit. We perform our annual tests for goodwill impairment as of October 1^st of each year, updating on an interim basis should indications of impairment exist.

The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. To the extent the carrying value of a reporting unit is greater than its estimated fair value, a goodwill impairment charge is recorded for the difference, up to the carrying value of goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, acquisition control premium and valuation comparisons to similar businesses. Each of these methods involves Level 3 unobservable market inputs and require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results.

Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite-lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. Each of these methods involves Level 3 unobservable market inputs and requires us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results.

Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two years to twenty years.

The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test.

Derivatives and Hedging: From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. We have designated our interest rate swap as an effective cash flow hedge utilizing the guidance under ASU 2017-12. As such, the valuation of the interest rate swap is recorded as an asset or liability, and the gain or loss on the derivative is recorded as a component of other comprehensive income. Interest rate swap agreements are reported on the accompanying balance sheets at fair value utilizing observable Level 2 inputs such as yield curves and other market-based factors. We obtain dealer quotations to value our interest rate swap agreements. The fair value of our interest rate swap is estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates.

We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change.

Fair Value: We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants

would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2: Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk).

Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when we recognize an impairment.

Our impairment methodology for goodwill and other indefinite-lived intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities.

Insurance: We are self-insured for employee healthcare as well as physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a deductible/retention program as it relates to insurance for property, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and cybersecurity claims. These programs have deductibles and self-insured retentions ranging up to $4 million and are secured by various letters of credit totaling $6 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain commercially reasonable umbrella/excess policy coverage in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our accrued liabilities related to deductibles/retentions under insurance programs (other than employee healthcare) were $11 million and $7 million as of December 31, 2019 and 2018. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $2 million as of December 31, 2019 and 2018.

Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax assets and liabilities are recorded in accordance with enacted tax laws and rates. Under this method, deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of valuation allowances, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth.

Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year.

A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements.

Foreign Currency Translation and Transactions: The functional currency of our foreign operations is the applicable local currency. 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. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of operations.

Equity-Based Compensation: Our equity-based compensation consisted and consists of restricted stock, restricted unit awards, performance share unit awards and nonqualified stock options. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight-line basis over the vesting period.

Revenue Recognition: Revenue is recognized when control of promised goods or services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Substantially all of our revenue is recognized when products are shipped or delivered to our customers, and payment is due from our customers at the time of billing with a majority of our customers having 30-day terms. Returns are estimated and recorded as a reduction of revenue. Amounts received in advance of shipment are deferred and recognized when the performance obligations are satisfied. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from sales in the accompanying consolidated statements of operations. In some cases, particularly with third party pipe shipments, shipping and handling costs are considered separate performance obligations, and as such, the revenue and cost of sales are recorded when the performance obligation is fulfilled. Our contracts with customers ordinarily involve performance obligations that are one year or less. Therefore, we have applied the optional exemption that permits the omission of information about our unfulfilled performance obligations as of the balance sheet dates.

Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances and reserves, and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales.

Earnings per Share: Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options, unvested restricted stock awards, unvested restricted stock unit awards, unvested performance share unit awards, and shares of preferred stock. Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options, unvested restricted stock awards, unvested restricted stock unit awards, unvested performance share unit awards, and shares of preferred stock. The dilutive effect of unexercised stock options is calculated under the treasury stock method. Equity awards and shares of preferred stock are disregarded in the calculations of diluted earnings per share if they are determined to be anti-dilutive.

Concentration of Credit Risk: Most of our business activity is with customers in the energy sector. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many regions of the world. During 2019, 2018 and 2017, we did not have sales to any one customer in excess of 10% of sales. At those respective year-ends, no individual customer balances exceeded 10% of accounts receivable.

We have a broad supplier base, sourcing our products in most regions of the world. During 2019, 2018 and 2017, we did not have purchases from any one vendor in excess of 10% of our inventory purchases. At those respective year-ends no individual vendor balance exceeded 10% of accounts payable.

We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote.

Adoption of New Accounting Standards: On January 1, 2019, we adopted ASU 2016-02, Leases, which requires the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous guidance in Accounting Standards Codification 840. We adopted ASU 2016-02 using the modified retrospective approach. The guidance for this approach included an option to not restate comparative periods in transition and elect to use the effective date as the initial application of transition, which we elected. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classifications. On January 1, 2019, we recorded an operating lease asset of $192 million and an operating lease liability of $208 million. The standard did not impact our consolidated net earnings or cash flows. Adoption of the new standard is more fully described in Note 7.

Recently Issued Accounting Standards: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires that an entity measure impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. This update is effective for annual and interim financial statement periods beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19 which clarifies guidance in ASU 2016-13. We do not expect the adoption of this standard to materially impact our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an update intended to simplify various aspects related to accounting for income taxes. This guidance removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This accounting standards update will be effective for annual and interim financial statement periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of this accounting standards update, but do not expect the adoption to materially impact our consolidated financial statements.

Stockholders' Equity (Summary of Share Repurchase Activity) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Stockholders' Equity [Abstract]
Number of shares acquired on the open market	4,868,491	7,596,113	4,074,146
Average price per share	$ 15.38	$ 16.46	$ 16.62
Total cost of acquired shares	$ 75	$ 125	$ 68

Employee Benefit Plans (Unrecognized Compensation Expense Under Equity-Based Compensation Plans) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation expense	$ 12
Restricted Stock [Member]
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years)	3 months 18 days
Unrecognized equity-based compensation expense	$ 1
Restricted Units [Member]
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years)	9 months 18 days
Unrecognized equity-based compensation expense	$ 8
Performance Shares [Member]
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years)	1 year 3 months 18 days
Unrecognized equity-based compensation expense	$ 3

Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance	$ 484	$ 486	$ 482
Effect of foreign currency translation	(1)	(2)	4
Goodwill, Ending Balance	483	484	486
United States [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance	441	441	441
Effect of foreign currency translation
Goodwill, Ending Balance	441	441	441
Accumulated impairment losses				$ 350
Canada [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance
Effect of foreign currency translation
Goodwill, Ending Balance
Accumulated impairment losses				69
International [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance	43	45	41
Effect of foreign currency translation	(1)	(2)	4
Goodwill, Ending Balance	$ 42	$ 43	$ 45
Accumulated impairment losses				$ 183

Long-Term Debt

12 Months Ended

Dec. 31, 2019

Long-Term Debt [Abstract]

Long-Term Debt

NOTE 8—LONG-TERM DEBT

The components of our long-term debt are as follows (in millions):


		December 31,
	2019		2018
Senior Secured Term Loan B, net of discount and issuance costs of $2 and $3, respectively	$	390	$	393
Global ABL Facility		161		291
		551		684
Less: current portion		4		4
	$	547	$	680

Senior Secured Term Loan B: In May 2018, we entered into Refinancing Amendment No. 2 relating to the Term Loan Credit Agreement, dated as of November 9, 2012, by and among the Company, MRC Global (US) Inc., as the borrower, the other subsidiaries of the Company from time to time party thereto as guarantors, the several lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank National Association, as collateral trustee. Pursuant to the amendment, the parties agreed to appoint JPMorgan Chase Bank, N.A. as the new administrative agent for the lenders. As amended, the Term Loan Agreement provides for a $400 million seven year Term Loan B (the “Term Loan”), which matures September 22, 2024. Pursuant to this amendment, the Company and the other parties thereto agreed to reduce the interest rate margin applicable to term loans, in the case of loans incurring interest based on the base rate, from 250 basis points to 200 basis points, and in the case of loans incurring interest based on LIBOR, from 350 basis points to 300 basis points. The parties to the amendment also agreed to reduce the base rate ‘floor’ from 2.00% to 1.00% and to reduce the LIBOR ‘floor’ from 1.00% to 0.00%. The parties also reset the prepayment premium applicable to voluntary prepayments of the term loans such that repayments made in connection with certain re-pricing transactions will be subject to a 1% premium if made during the first six months following the date of the amendment. Except as described above, the terms of the Term Loan Agreement generally were not modified as a result of the amendment.

Accordion. The Term Loan allows for incremental increases up to an aggregate of $200 million, plus an additional amount such that the Company’s first lien leverage ratio (the ratio of the Company’s Consolidated EBITDA (as defined under the Term Loan Agreement) to senior secured debt), net of up to $75 million of unrestricted cash, would not exceed 4.00 to 1.00.

Maturity. The scheduled maturity date of the Term Loan is September 22, 2024. The Term Loan will amortize in equal quarterly installments at 1% a year with the payment of the balance at maturity.

Guarantees. The Company and all of the U.S. borrower’s current and future wholly owned material U.S. subsidiaries guaranteed the Term Loan subject to certain exceptions.

Security. The Term Loan is secured by a first lien on all of the Company’s assets and the assets of its domestic subsidiaries, subject to certain exceptions and other than the collateral securing the Global ABL Facility (which includes accounts receivable, inventory and related assets, collectively, the “ABL collateral”), and by a second lien on the ABL collateral. In addition, a pledge secures the Term Loan of all the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its first tier foreign subsidiaries, subject to certain exceptions.

Interest Rates and Fees. The Company has the option to pay interest at a base rate, subject to a floor of 1.00%, plus an applicable margin, or at a rate based on LIBOR, subject to a floor of 0.00%, plus an applicable margin. The applicable margin for base rate loans is 200 basis points, and the applicable margin for LIBOR loans is 300 basis points.

Mandatory Prepayment. The Company is required to repay the Term Loan with certain asset sale, insurance and debt proceeds. In addition, on an annual basis, the Company is required to repay an amount equal to 50% of excess cash flow, as defined in the Term Loan agreement, reducing to 25% if the Company’s senior secured leverage ratio is no more than 2.75 to 1.00. No payment of excess cash flow is required if the Company’s senior secured leverage ratio is less than or equal to 2.50 to 1.00.

Restrictive Covenants. The Term Loan does not include any financial maintenance covenants.

The Term Loan contains restrictive covenants (in each case, subject to exclusions) that limit, among other things, the ability of the Company and its restricted subsidiaries to:

make investments, including acquisitions;

prepay certain indebtedness;

grant liens;

incur additional indebtedness;

sell assets;

make fundamental changes to our business;

enter into transactions with affiliates; and

pay dividends.

The Term Loan also contains other customary restrictive covenants. The covenants are subject to various baskets and materiality thresholds, with certain of the baskets permitted by the restrictions on the repayment of subordinated indebtedness, restricted payments and investments being available only when the senior secured leverage ratio of the Company and its restricted subsidiaries is less than 3.75 to 1.00.

The Term Loan provides that the Company and its restricted subsidiaries may incur any first lien indebtedness that is pari passu to the Term Loan so long as the pro forma senior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 4.00 to 1.00. The Company and its restricted subsidiaries may incur any second lien indebtedness so long as the pro forma junior secured leverage ratio of the Company and its restricted subsidiaries is less than or equal to 4.75 to 1.00. The Company and its restricted subsidiaries may incur any unsecured indebtedness so long as the total leverage ratio of the Company and its restricted subsidiaries is less than or equal to 5.00 to1.00 or the pro forma consolidated interest coverage ratio of the Company and its restricted subsidiaries is greater than or equal to 2.00 to 1.00. Additionally, under the Term Loan, the Company and its restricted subsidiaries may incur indebtedness under the Global ABL Facility (or any replacement facility) in an amount not to exceed the greater of $1.3 billion and a borrowing base (equal to, subject to certain exceptions, 85% of all accounts receivable and 65% of the book value of all inventory owned by the Company and its restricted subsidiaries).

The Term Loan contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, judgment defaults, actual or asserted failure of any material guaranty or security documents supporting the Term Loan to be in full force and effect and change of control. If such an event of default occurs, the Agent under the Term Loan is entitled to take various actions, including the acceleration of amounts due under the Term Loan and all other actions that a secured creditor is permitted to take following a default.

Global ABL Credit Facility: : In September 2017, the Company entered into a Third Amended and Restated Loan, Security and Guarantee Agreement (the “Global ABL Facility”) by and among the Company, the subsidiaries of the Company from time to time party thereto as borrowers and guarantors, the several lenders from time to time party thereto and Bank of America, N.A. as administrative agent, security trustee and collateral agent. As part of the amendment, the multi-currency global asset-based revolving credit facility was re-sized to $800 million from $1.05 billion and the maturity was extended to September 2022 from July 2019. This facility is comprised of $675 million in revolver commitments in the United States, $65 million in Canada, $18 million in Norway, $15 million in Australia, $13 million in the Netherlands, $7 million in the United Kingdom and $7 million in Belgium. It contains an accordion feature that allows us to increase the principal amount of the facility by up to $200 million, subject to securing additional lender commitments.

Guarantees. Each of our current and future wholly owned material U.S. subsidiaries and MRC Global Inc. guarantees the obligations of our borrower subsidiaries under the Global ABL Facility. Additionally, each of our non-U.S. borrower subsidiaries guarantees the obligations of our other non-U.S. borrower subsidiaries under the Global ABL Facility. No non-U.S. subsidiary guarantees the U.S. tranche, and no property of our non-U.S. subsidiaries secures the U.S. tranche.

Security. Obligations under the U.S. tranche are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of our wholly owned, material U.S. subsidiaries. The security interest in accounts receivable, inventory and related assets of the U.S. borrower subsidiaries ranks prior to the security interest in this collateral which secures the Term Loan. The obligations of any of our non-U.S. borrower subsidiaries are primarily secured, subject to certain exceptions, by a first-priority security interest in the accounts receivable, inventory and related assets of the non-U.S. subsidiary and our wholly owned material U.S. subsidiaries.

Borrowing Bases. Each of our non-U.S. borrower subsidiaries has a separate standalone borrowing base that limits the non-U.S. subsidiary’s ability to borrow under its respective tranche, provided that the non-U.S. subsidiaries may utilize excess availability under the U.S. tranche to borrow amounts in excess of their respective borrowing bases (but not to exceed the applicable commitment amount for the foreign subsidiary’s jurisdiction), which utilization will reduce availability under the U.S. tranche dollar for dollar.

Subject to the foregoing, our ability to borrow in each jurisdiction, other than Belgium, under the Global ABL Facility is limited by a borrowing base in that jurisdiction equal to 85% of eligible receivables, plus the lesser of 70% of eligible inventory and 85% of appraised net orderly liquidation value of the inventory. In Belgium, our borrowing is limited by a borrowing base determined under Belgian law.

Interest Rates. U.S. borrowings under the facility bear interest at LIBOR plus a margin varying between 1.25% and 1.75% based on our fixed charge coverage ratio. Canadian borrowings under the facility bear interest at the Canadian Dollar Bankers’ Acceptances Rate (“BA Rate”) plus a margin varying between 1.25% and 1.75% based on our fixed charge coverage ratio. Borrowings by our foreign borrower subsidiaries bear interest at a benchmark rate, which varies based on the currency in which such borrowings are made, plus a margin varying between 1.25% and 1.75% based on our fixed charge coverage ratio.

Excess Availability. At December 31, 2019, availability under our revolving credit facilities was $451 million.

Interest on Borrowings: The interest rates on our borrowings outstanding at December 31, 2019 and 2018, including a floating to fixed interest rate swap and amortization of debt issuance costs, were as follows:


	December 31,
	2019	2018
Senior Secured Term Loan B	5.50%	5.76%
Global ABL Facility	3.47%	3.95%
Weighted average interest rate	4.91%	4.99%

Maturities of Long-Term Debt: At December 31, 2019, annual maturities of long-term debt during the next five years are as follows (in millions):


2020	$	4
2021		4
2022		165
2023		4
2024		374
Thereafter		-

Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Jun. 30, 2015	Dec. 31, 2019	Dec. 31, 2018
Stockholders' Equity [Abstract]
Preferred stock, issued	363,000	363,000	363,000
Gross proceeds from issuance of Series A Preferred Stock	$ 363
Preferred stock, stated value	$ 1,000
Preferred stock, dividend rate	6.50%	6.50%	6.50%
Preferred stock, initial conversion rate	55.9284
Preferred stock, initial conversion price	$ 17.88
Preferred stock, common stock as percentage of conversion price	105.00%
Conversion rate	150.00%

Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Fair Value Measurements [Abstract]
Carrying value of debt	$ 551	$ 684
Fair value of our debt	$ 554	$ 675

Segment, Geographic and Product Line Information (Schedule of Financial Information for Each Segment) (Details) - 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
Sales
Sales	$ 766.0	$ 942.0	$ 984.0	$ 970.0	$ 1,009.0	$ 1,071.0	$ 1,082.0	$ 1,010.0	$ 3,662.0	$ 4,172.0	$ 3,646.0
Depreciation and amortization
depreciation and amortization expense									21.0	23.0	22.0
Amortization of intangibles
Amortization Of Intangible Assets									42.0	45.0	45.0
Operating income
Operating income									103.0	127.0	46.0
Interest expense									(40.0)	(38.0)	(31.0)
Other, net									3.0	6.0	(8.0)
Income before income taxes									66.0	95.0	7.0
Total assets
Total assets	2,325.0				2,434.0				2,325.0	2,434.0
United States [Member]
Sales
Sales									2,956.0	3,321.0	2,860.0
Depreciation and amortization
depreciation and amortization expense									15.0	16.0	15.0
Amortization of intangibles
Amortization Of Intangible Assets									39.0	42.0	41.0
Operating income
Operating income									104.0	112.0	67.0
Total assets
Total assets	1,915.0				2,088.0				1,915.0	2,088.0
Canada [Member]
Sales
Sales									226.0	315.0	294.0
Depreciation and amortization
depreciation and amortization expense									1.0	1.0	1.0
Amortization of intangibles
Amortization Of Intangible Assets									1.0	1.0	2.0
Operating income
Operating income									(1.0)	9.0	11.0
Total assets
Total assets	91.0				124.0				91.0	124.0
International [Member]
Sales
Sales									480.0	536.0	492.0
Depreciation and amortization
depreciation and amortization expense									5.0	6.0	6.0
Amortization of intangibles
Amortization Of Intangible Assets									2.0	2.0	2.0
Operating income
Operating income										6.0	$ (32.0)
Total assets
Total assets	$ 319.0				$ 222.0				$ 319.0	$ 222.0

Leases (Maturity of Operating Lease Liabilities) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Jan. 01, 2019
Leases [Abstract]
2020	$ 40
2021	35
2022	27
2023	21
2024	17
After 2024	192
Total lease payments	332
Less: Interest	(131)	$ (208)
Present value of lease liabilities	$ 201

Stockholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ 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
Stockholders' Equity [Abstract]
Net income attributable to common stockholders	$ (30)	$ 15	$ 18	$ 12	$ 4	$ 18	$ 16	$ 12	$ 15	$ 50	$ 26
Weighted average basic shares outstanding									83.0	90.1	94.3
Effect of dilutive securities									0.9	1.7	1.3
Weighted average diluted shares outstanding									83.9	91.8	95.6
Net income per share:
Basic	$ (0.37)	$ 0.18	$ 0.22	$ 0.14	$ 0.05	$ 0.20	$ 0.18	$ 0.13	$ 0.18	$ 0.55	$ 0.28
Diluted	$ (0.37)	$ 0.18	$ 0.21	$ 0.14	$ 0.04	$ 0.20	$ 0.17	$ 0.13	$ 0.18	$ 0.54	$ 0.27

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies [Abstract]

Commitments and Contingencies

NOTE 17—COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Asbestos Claims. We are one of many defendants in lawsuits that plaintiffs have brought seeking damages for personal injuries that exposure to asbestos allegedly caused. Plaintiffs and their family members have brought these lawsuits against a large volume of defendant entities as a result of the various defendants’ manufacture, distribution, supply or other involvement with asbestos, asbestos-containing products or equipment or activities that allegedly caused plaintiffs to be exposed to asbestos. These plaintiffs typically assert exposure to asbestos as a consequence of third-party manufactured products that the Company’s subsidiary, MRC Global (US) Inc., purportedly distributed. As of December 31, 2019, we are a named defendant in approximately 597 lawsuits involving approximately 1,173 claims. No asbestos lawsuit has resulted in a judgment against us to date, with the majority being settled, dismissed or otherwise resolved. Applicable third-party insurance has substantially covered these claims, and insurance should continue to cover a substantial majority of existing and anticipated future claims. Accordingly, we have recorded a liability for our estimate of the most likely settlement of asserted claims and a related receivable from insurers for our estimated recovery, to the extent we believe that the amounts of recovery are probable.

We annually conduct analyses of our asbestos-related litigation to estimate the adequacy of the reserve for pending and probable asbestos-related claims. Given these estimated reserves and existing insurance coverage that has been available to cover substantial portions of these claims, we believe that our current accruals and associated estimates relating to pending and probable asbestos-related litigation likely to be asserted over the next 15 years are currently adequate. This belief, however, relies on a number of assumptions, including:

That our future settlement payments, disease mix and dismissal rates will be materially consistent with historic experience;

That future incidences of asbestos-related diseases in the U.S. will be materially consistent with current public health estimates;

That the rates at which future asbestos-related mesothelioma incidences result in compensable claims filings against us will be materially consistent with its historic experience;

That insurance recoveries for settlement payments and defense costs will be materially consistent with historic experience;

That legal standards (and the interpretation of these standards) applicable to asbestos litigation will not change in material respects;

That there are no materially negative developments in the claims pending against us; and

That key co-defendants in current and future claims remain solvent.

If any of these assumptions prove to be materially different in light of future developments, liabilities related to asbestos-related litigation may be materially different than amounts accrued or estimated. Further, while we anticipate that additional claims will be filed in the future, we are unable to predict with any certainty the number, timing and magnitude of such future claims. In addition, applicable insurance policies are subject to overall caps on limits, which coverage may exhaust the amount available from insurers under those limits. In those cases, the Company would seek indemnity payments from excess insurance policies, but the insurers that issued those policies may not be solvent or may not make payments under the policies without contesting their liability. In our opinion, there are no pending legal proceedings that are likely to have a material adverse effect on our consolidated financial statements.

Other Legal Claims and Proceedings. From time to time, we have been subject to various claims and involved in legal proceedings incidental to the nature of our businesses. We maintain insurance coverage to reduce financial risk associated with certain of these claims and proceedings. It is not possible to predict the outcome of these claims and proceedings. However, in our opinion, there are no pending legal proceedings that are likely to have a material adverse effect on our consolidated financial statements.

Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products we distribute are either defective or require repair or replacement under warranties that either we or the manufacturer may provide to the customer. These proceedings are, in the opinion of management, ordinary and routine matters incidental to our normal business. Our purchase orders with our suppliers generally require the manufacturer to indemnify us against any product liability claims, leaving the manufacturer ultimately responsible for these claims, although we did incur a charge of $5 million related to the doubtful collection of a product claim against a foreign supplier in the year ended December 31, 2019. In many cases, state, provincial or foreign law provides protection to distributors for these sorts of claims, shifting the responsibility to the manufacturer. In some cases, we could be required to repair or replace the products for the benefit of our customer and seek our recovery from the manufacturer for our expense. In our opinion, the likelihood that the ultimate disposition of any of these claims and legal proceedings would have a material adverse effect on our consolidated financial statements is remote.

Customer Contracts

We have contracts and agreements with many of our customers that dictate certain terms of our sales arrangements (pricing, deliverables, etc.). While we make every effort to abide by the terms of these contracts, certain provisions are complex and may be subject to varying interpretations. Under the terms of these contracts, our customers have the right to audit our adherence to the contract terms. Historically, any settlements that have resulted from these customer audits have been immaterial to our consolidated financial statements.

Letters of Credit

Our letters of credit outstanding at December 31, 2019 approximated $33 million.

Bank Guarantees

Certain of our international subsidiaries have trade guarantees that banks have issued on their behalf. The amount of these guarantees at December 31, 2019 was approximately $6 million.

Purchase Commitments

We have purchase obligations consisting primarily of inventory purchases made in the normal course of business to meet operating needs. While our vendors often allow us to cancel these purchase orders without penalty, in certain cases, cancellations may subject us to cancellation fees or penalties depending on the terms of the contract.

Warranty Claims

We are involved from time to time in various warranty claims, which arise in the ordinary course of business. Historically, any settlements that have resulted from these warranty claims have been immaterial to our consolidated financial statements.

Inventories (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Inventories (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Public Utilities Inventory [Line Items]
Effect of LIFO decrement on cost of sales		$ 5	$ 0	$ 0
Inventory-related charges		$ 5		$ 6
International [Member]
Public Utilities Inventory [Line Items]
Inventory-related charges	$ 5

Stockholders' Equity (Narrative) (Details) - USD ($)	12 Months Ended
Stockholders' Equity (Narrative) (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Stockholders Equity [Line Items]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	363,000	363,000
Preferred stock, shares outstanding	363,000	363,000
Remaining authorized amount	$ 0
Share repurchase program, total shares acquired	24,216,330
Share repurchase program, average cost per share	$ 15.48
Share repurchase program, cost of total shares acquired	$ 375,000,000
Common stock, shares outstanding	81,408,420
Stock Options [Member]
Stockholders Equity [Line Items]
Anti-dilutive securities	2,500,000	3,100,000	3,600,000

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 16—FAIR VALUE MEASUREMENTS

With the exception of long-term debt, the fair values of our financial instruments, including cash and cash equivalents, accounts receivable, trade accounts payable and accrued liabilities approximate carrying value. The carrying value of our debt was $551 million and $684 million at December 31, 2019 and 2018, respectively. The fair value of our debt was $554 million and $675 million at December 31, 2019 and 2018, respectively. The carrying values of amounts outstanding under our Global ABL Facility approximate fair value. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices as of December 31, 2019 and 2018, respectively.

Goodwill and other intangible assets are subject to annual impairment testing, which requires a significant degree of management judgment. If the testing results in impairment, we would measure goodwill and other intangible assets using level 3 non-recurring inputs.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets by Major Classification) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Intangible Assets By Major Class [Line Items]
Intangible assets, Gross	$ 581.0	$ 793.0
Intangible assets, Accumulated Amortization	(300.0)	(471.0)
Intangible assets, Net Book Value	281.0	322.0
Original value	212.0
Customer base [Member]
Intangible Assets By Major Class [Line Items]
Finite-lived, Gross	449.0	661.0
Finite-lived, Accumulated Amortization	(300.0)	(471.0)
Finite-lived, Net Book Value	149.0	190.0
Accumulated impairment losses	204.0	204.0
Indefinite lived trade names [Member]
Intangible Assets By Major Class [Line Items]
Indefinite-lived assets, Gross	132.0	132.0
Indefinite-lived assets, Net Book Value	132.0	132.0
Accumulated impairment losses	$ 42.0	$ 42.0

Long-Term Debt (Narrative) (Details)		12 Months Ended
Long-Term Debt (Narrative) (Details)	Sep. 16, 2017 USD ($)	Dec. 31, 2019 USD ($) item
Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		4.00
Unrestricted cash		$ 75,000,000
Global ABL Facility [Member]
Debt Instrument [Line Items]
Maturity date	Jul. 31, 2019	Sep. 30, 2022
Credit facility, maximum borrowing capacity	$ 1,050,000,000.00	$ 800,000,000
Accordion feature		200,000,000
Line of credit availability		451,000,000
Global ABL Facility [Member] \| United States [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		675,000,000
Global ABL Facility [Member] \| Canada [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		65,000,000
Global ABL Facility [Member] \| United Kingdom [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		7,000,000
Global ABL Facility [Member] \| Australia [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		15,000,000
Global ABL Facility [Member] \| Belgium [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		7,000,000
Global ABL Facility [Member] \| Norway [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		18,000,000
Global ABL Facility [Member] \| Netherlands [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		$ 13,000,000
Minimum [Member] \| Global ABL Facility [Member]
Debt Instrument [Line Items]
Variable interest rate		1.25%
Eligible inventory		70.00%
Minimum [Member] \| Global ABL Facility [Member] \| United States [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		1.25%
Minimum [Member] \| Global ABL Facility [Member] \| Canada [Member]
Debt Instrument [Line Items]
Variable interest rate		1.25%
Maximum [Member] \| Global ABL Facility [Member]
Debt Instrument [Line Items]
Variable interest rate		1.75%
Eligible inventory		85.00%
Eligible receivables		85.00%
Maximum [Member] \| Global ABL Facility [Member] \| United States [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		1.75%
Maximum [Member] \| Global ABL Facility [Member] \| Canada [Member]
Debt Instrument [Line Items]
Variable interest rate		1.75%
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Term loan annual amortization percentage		1.00%
Maturity date		Sep. 22, 2024
Term Loan accordion feature		$ 200,000,000
Percentage of capital stock in foreign subsidiaries securing Term Loan B		65.00%
Excess cash flows		50.00%
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinanced [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Variable interest rate		2.50%
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinanced [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		3.50%
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member]
Debt Instrument [Line Items]
Principal amount		$ 400,000,000
Maturity date		Sep. 22, 2024
Term of debt		7 years
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member] \| Measurement Input, Prepayment Rate [Member]
Debt Instrument [Line Items]
Debt, measurement input \| item		0.01
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Variable interest rate		2.00%
Senior secured term loan [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		3.00%
Senior secured term loan [Member] \| Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Reduction of leverage ratio		25.00%
Senior secured term loan [Member] \| Minimum [Member] \| Senior Secured Term Loan B, Refinanced [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Variable interest rate		2.00%
Senior secured term loan [Member] \| Minimum [Member] \| Senior Secured Term Loan B, Refinanced [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		1.00%
Senior secured term loan [Member] \| Minimum [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member]
Debt Instrument [Line Items]
Variable interest rate		1.00%
Senior secured term loan [Member] \| Minimum [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Variable interest rate		1.00%
Senior secured term loan [Member] \| Minimum [Member] \| Senior Secured Term Loan B, Refinancing Amendment No. 2 [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate		0.00%
Senior secured term loan [Member] \| Minimum [Member] \| Company May Incur Indebtedness [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Coverage ratio		2.00
Senior secured term loan [Member] \| Maximum [Member] \| Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		2.75
Senior secured term loan [Member] \| Maximum [Member] \| Senior Secured Leverage Ratio Is No More Than 2.50 to 1.00 [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		2.50
Senior secured term loan [Member] \| Maximum [Member] \| Company May Incur Second Lien Indebtedness [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		4.75
Senior secured term loan [Member] \| Maximum [Member] \| Company May Incur First Lien Indebtedness Pari Passu To Term Loan [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		4.00
Senior secured term loan [Member] \| Maximum [Member] \| Other Customary Restrictive Covenants [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Senior secured leverage ratio		3.75
Senior secured term loan [Member] \| Maximum [Member] \| Company May Incur Unsecured Indebtedness [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Unencumbered leverage ratio \| item		5.00
Senior secured term loan [Member] \| Maximum [Member] \| Global ABL Facility [Member] \| Company May Incur Indebtedness [Member] \| Senior Secured Term Loan B, Refinanced [Member]
Debt Instrument [Line Items]
Eligible inventory		65.00%
Eligible receivables		85.00%
Indebtedness		$ 1,300,000,000

Long-Term Debt (Components of Long-Term Debt) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt	$ 551	$ 684
Less: Current portion	(4)	(4)
Long-term debt, net	547	680
Senior secured term loan [Member]
Debt Instrument [Line Items]
Long-term debt	390	393
Original issue discount and issuance costs on senior secured Term Loan B	2	3
Global ABL Facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 161	$ 291

Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 10	$ 10

Income Taxes (Summary of Income Taxes Included in Consolidated Statements of Income) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current:
Federal	$ 22	$ 21	$ 26
State	6	1	5
Foreign	4	8	4
Current income tax expense (benefit)	32	30	35
Deferred:
Federal	(4)	(6)	(73)
State		(1)	(4)
Foreign	(1)	(2)	(1)
Deferred income tax expense (benefit)	(5)	(9)	(78)
Income tax expense (benefit)	$ 27	$ 21	$ (43)

Employee Benefit Plans (Summary of Assumptions for Options Activity) (Details) - Stock Options [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Total intrinsic value of stock options exercised	$ 767	$ 1,722,539	$ 633,244
Total fair value of stock options vested			$ 10,738,309

Redeemable Preferred Stock

12 Months Ended

Dec. 31, 2019

Redeemable Preferred Stock [Abstract]

Redeemable Preferred Stock

NOTE 11—REDEEMABLE PREFERRED STOCK

Preferred Stock Issuance

In June 2015, we issued 363,000 shares of Series A Convertible Perpetual Preferred Stock (the “Preferred Stock”) and received gross proceeds of $363 million. The Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Preferred Stock has a stated value of $1,000 per share, and holders of Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6.50% per annum. In June 2018, the holders of Preferred Stock designated one member to our Board of Directors. If we fail to declare and pay the quarterly dividend for an amount equal to six or more dividend periods, the holders of the Preferred Stock would be entitled to designate an additional member to our Board of Directors. Holders of Preferred Stock are entitled to vote together with the holders of the common stock as a single class, in each case, on an as-converted basis, except where a separate class vote of the common stockholders is required by law. Holders of Preferred Stock have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company.

The Preferred Stock is convertible at the option of the holders into shares of common stock at an initial conversion rate of 55.9284 shares of common stock for each share of Preferred Stock, which represents an initial conversion price of $17.88 per share of common stock, subject to adjustment. On or after June 10, 2020, the Company will have the option to redeem, in whole but not in part, all the outstanding shares of Preferred Stock at 105% of par value, subject to certain redemption price adjustments. On or after June 10, 2022, the Company will have the option to redeem, in whole but not in part, all of the outstanding shares of Preferred Stock at par value, subject to certain redemption price adjustments. We may elect to convert the Preferred Stock, in whole but not in part, into the relevant number of shares of common stock if the last reported sale price of the common stock has been at least 150% of the conversion price then in effect for a specified period. The conversion rate is subject to customary anti-dilution and other adjustments.

Holders of the Preferred Stock may, at their option, require the Company to repurchase their shares in the event of a fundamental change, as defined in the agreement. The repurchase price is based on the original $1,000 per share purchase price except in the case of a liquidation in which case they would receive the greater of $1,000 per share and the amount that would be received if they held common stock converted at the conversion rate in effect at the time of the fundamental change. Because this feature could require redemption as a result of the occurrence of an event not solely within the control of the Company, the Preferred Stock is classified as temporary equity on our balance sheet.

Segment, Geographic and Product Line Information (Schedule of Percentage of Net Revenues by Geographical Areas) (Details)	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Property, plant and equipment	100.00%	100.00%
United States [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment	78.00%	77.00%
Canada [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment	10.00%	10.00%
International [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment	12.00%	13.00%

Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 293	$ 281
Allowances for depreciation and amortization	(155)	(141)
Property, Plant and Equipment, Net, Total	138	140
Land and improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 12	11
Building and building improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	40 years
Property, plant and equipment, gross	$ 70	64
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 155	150
Machinery and equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	3 years
Machinery and equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	10 years
Enterprise Resource Planning Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	10 years
Property, plant and equipment, gross	$ 56	$ 56

Quarterly Information (Unaudited) (Details) - 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 Information (Unaudited) [Abstract]
Revenue	$ 766	$ 942	$ 984	$ 970	$ 1,009	$ 1,071	$ 1,082	$ 1,010	$ 3,662	$ 4,172	$ 3,646
Gross profit	131	174	174	174	171	172	177	169	653	689	582
Net income (loss) attributable to common stockholders	$ (30)	$ 15	$ 18	$ 12	$ 4	$ 18	$ 16	$ 12	$ 15	$ 50	$ 26
Basic	$ (0.37)	$ 0.18	$ 0.22	$ 0.14	$ 0.05	$ 0.20	$ 0.18	$ 0.13	$ 0.18	$ 0.55	$ 0.28
Diluted	$ (0.37)	$ 0.18	$ 0.21	$ 0.14	$ 0.04	$ 0.20	$ 0.17	$ 0.13	$ 0.18	$ 0.54	$ 0.27

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2019, 2018 and 2017 are as follows (in millions):


	US		Canada		International		Total
Goodwill at December 31, 2016 (1)	$	441	$	-	$	41	$	482
Effect of foreign currency translation		-		-		4		4

Goodwill at December 31, 2017		441		-		45		486
Effect of foreign currency translation		-		-		(2)		(2)

Goodwill at December 31, 2018		441		-		43		484
Effect of foreign currency translation		-		-		(1)		(1)
Goodwill at December 31, 2019	$	441	$	-	$	42	$	483

(1)Net of prior years’ accumulated impairment losses of $350 million, $69 million and $183 million in the U.S., Canadian and International segments, respectively.

Other intangible assets by major classification consist of the following (in millions):




			Accumulated		Net Book
	Gross		Amortization		Value
December 31, 2019
Customer base (1)	$	449	$	(300)	$	149
Indefinite lived trade names (2)		132		-		132
	$	581	$	(300)	$	281

December 31, 2018
Customer base (1)	$	661	$	(471)	$	190
Indefinite lived trade names (2)		132		-		132
	$	793	$	(471)	$	322

(1)Net of accumulated impairment losses of $42 million as of December 31, 2019 and 2018. In the year ended December 31, 2019, a customer base intangible with an original value of $212 million was fully amortized. These amounts were removed from the gross values and accumulated amortization presented here.

(2)Net of accumulated impairment losses of $204 million as of December 31, 2019 and 2018.

Amortization of Intangible Assets

Total amortization of intangible assets for each of the years ending December 31, 2020 to 2024 is currently estimated as follows (in millions):


2020	$	27
2021		24
2022		21
2023		21
2024		20

Segment, Geographic and Product Line Information (Narrative) (Details) - segment	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Segment Information [Line Items]
Number of operating segments	3
Number of Reportable Segments	3
United States [Member]
Segment Information [Line Items]
Number of operating segments		2
U.S. Western [Member]
Segment Information [Line Items]
Number of operating segments	1

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions

NOTE 14—RELATED PARTY TRANSACTIONS

Leases

We lease land and buildings at various locations from Hansford Associates Limited Partnership (“Hansford Associates”) and Prideco LLC (“Prideco”). Certain of our directors participate in ownership of Hansford Associates and Prideco. Most of these leases are renewable for various periods through 2024 and are renewable at our option. The renewal options are subject to escalation clauses. These leases contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties.

Rent expense attributable to related parties was $1 million for the year ended December 31, 2019 and $2 million for each of the years ended December 31, 2018 and 2017.

Future minimum rental payments required under operating leases with related parties that have initial or remaining non-cancelable lease terms in excess of one year are $1 million per year from 2020 to 2023.

Customers

Certain members of our Board of Directors are also on the board of directors of certain of our customers with which we do business in the ordinary course. We recognized revenue of $18 million, $34 million and $5 million from these customers for the years ended December 31, 2019, 2018 and 2017, respectively. There was $1 million and $5 million of accounts receivable with these customers outstanding as of December 31, 2019 and 2018.

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases

NOTE 7 – LEASES

We lease certain distribution centers, warehouses, office space, land and equipment. Substantially all of these leases are classified as operating leases. We recognize lease expense on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Many of our facility leases include one or more options to renew, with renewal terms that can extend the lease term from one year to 15 years with a maximum lease term of 30 years, including renewals. The exercise of lease renewal options is at our sole discretion; therefore, renewals to extend the terms of most leases are not included in our right of use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. In the case of our regional distribution centers and certain corporate offices, where the renewal is reasonably certain of exercise, we include the renewal period in our lease term. Leases with escalation adjustments based on an index, such as the consumer price index, are expensed based on current rates. Leases with specified escalation steps are expensed based on the total lease obligation ratably over the life of the lease. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Non-lease components, such as payment of real estate taxes, maintenance, insurance and other operating expenses, have been excluded from the determination of our lease liability.

As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments using a portfolio approach. For leases that commenced prior to the transition date, we used the incremental borrowing rates as of the beginning of the period of adoption, or January 1, 2019.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Expense associated with our operating leases was $42 million for the year ended December 31, 2019, which is classified in selling, general and administrative expenses. Cash paid for leases recognized as liabilities was $46 million for the year ended December 31, 2019.

The maturity of lease liabilities is as follows (in millions):


Maturity of Operating Lease Liabilities
2020	$	40
2021		35
2022		27
2023		21
2024		17
After 2024		192
Total lease payments		332
Less: Interest		(131)
Present value of lease liabilities	$	201

Amounts maturing after 2024 include expected renewals for leases of regional distribution centers and certain corporate offices through dates up to 2049.

The term and discount rate associated with leases are as follows:


	December 31,
Operating Lease Term and Discount Rate	2019
Weighted-average remaining lease term (years)		14
Weighted-average discount rate		7.0%

Employee Benefit Plans (Summary of Assumptions for Award Activity) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restricted Stock [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average, grant-date fair value of awards granted	$ 18.05	$ 19.28	$ 18.31
Total fair value of restricted shares vested	$ 1,461,431	$ 4,986,620	$ 6,473,330
Restricted Units [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average, grant-date fair value of awards granted	$ 15.25	$ 16.08	$ 20.55
Total fair value of restricted shares vested	$ 9,619,773	$ 9,187,360	$ 6,672,405
Performance Shares [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average, grant-date fair value of awards granted	$ 19.40	$ 18.87	$ 24.18
Total fair value of restricted shares vested	$ 5,921,169	$ 2,349,749

Leases (Operating Lease Term and Discount Rate) (Details)	Dec. 31, 2019
Leases [Abstract]
Weighted-average remaining lease term (years)	14 years
Weighted-average discount rate	7.00%

Significant Accounting Policies (Details) $ in Millions	12 Months Ended
Significant Accounting Policies (Details) $ in Millions	Dec. 31, 2019 USD ($) segment	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)
Significant Accounting Policies [Line Items]
Inventory not valued at LIFO	$ 181.0		$ 187.0
Allowances for excess and obsolete inventories	35.0		40.0
Letters of credit securing non-material deductible program	6.0
Accrued liabilities related to deductibles/retentions under insurance programs	11.0		7.0
Self-insurance reserves	$ 2.0		2.0
Number of operating segments \| segment	3
Number of reportable segments \| segment	3
Right-of-use assets	$ 186.0	$ 192.0
Lease liabilities	131.0	$ 208.0
Senior secured term loan [Member]
Significant Accounting Policies [Line Items]
Debt issuance costs	$ 2.0		2.0
Minimum [Member]
Significant Accounting Policies [Line Items]
Amortization based on straight-line method, years	2 years
Maximum [Member]
Significant Accounting Policies [Line Items]
Amortization based on straight-line method, years	20 years
Deductible	$ 4.0
Global ABL Facility [Member]
Significant Accounting Policies [Line Items]
Debt issuance costs	$ 2.0		$ 3.0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Taxes [Abstract]

Schedule of Financial Information for Each Segment


	Year Ended December 31,
	2019		2018		2017
United States	$	86	$	95	$	49
Foreign		(20)		-		(42)
	$	66	$	95	$	7

Summary of Income Taxes Included in Consolidated Statements of Income


	Year Ended December 31,
	2019		2018		2017
Current:
Federal	$	22	$	21	$	26
State		6		1		5
Foreign		4		8		4
		32		30		35

Deferred:
Federal		(4)		(6)		(73)
State		-		(1)		(4)
Foreign		(1)		(2)		(1)
		(5)		(9)		(78)
Income tax expense (benefit)	$	27	$	21	$	(43)

Reconcilation of Statutory Federal Income Tax Rate


	Year Ended December 31,
	2019		2018		2017
Federal tax expense at statutory rates	$	14	$	20	$	2
State taxes		4		2		2
Effects of tax rate changes on existing temporary differences		-		-		(59)
Transition tax		-		(4)		7
Nondeductible expenses and other		3		2		-
Foreign operations taxed at different rates		-		-		(2)
Change in valuation allowance related to foreign losses		6		1		7
Income tax expense (benefit)	$	27	$	21	$	(43)
Effective tax rate		41%		22%		(614%)

Components of Current Deferred Tax Assets and Liabilities


	December 31,
	2019		2018
Deferred tax assets:
Allowance for doubtful accounts	$	1	$	1
Accruals and reserves		20		21
Net operating loss and tax credit carryforwards		58		54
Other		1		2
Subtotal		80		78
Valuation allowance		(64)		(60)
Total		16		18

Deferred tax liabilities:
Inventory valuation		(29)		(30)
Property, plant and equipment		(13)		(13)
Intangible assets		(63)		(70)
Total		(105)		(113)
Net deferred tax liability	$	(89)	$	(95)

Segment, Geographic and Product Line Information (Schedule of Net Sales by Product Line) (Details) - 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, Revenue Reconciling Item [Line Items]
Sales	$ 766	$ 942	$ 984	$ 970	$ 1,009	$ 1,071	$ 1,082	$ 1,010	$ 3,662	$ 4,172	$ 3,646
Line pipe [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 560	$ 728	$ 685
Percentage of net sales									15.00%	18.00%	19.00%
Carbon Steel Fittings And Flanges [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 565	$ 683	$ 548
Percentage of net sales									16.00%	16.00%	15.00%
Carbon Steel Pipe, Fittings And Flanges [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 1,125	$ 1,411	$ 1,233
Percentage of net sales									31.00%	34.00%	34.00%
Valves, Automation, Measurement And Instrumentation [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 1,434	$ 1,553	$ 1,319
Percentage of net sales									39.00%	37.00%	36.00%
Gas Products [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 551	$ 561	$ 485
Percentage of net sales									15.00%	13.00%	13.00%
Stainless Steel Alloy Pipe and Fittings [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 177	$ 196	$ 183
Percentage of net sales									5.00%	5.00%	5.00%
General Oilfield Products [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales									$ 375	$ 451	$ 426
Percentage of net sales									10.00%	11.00%	12.00%

Revenue Recognition (Summary of Revenue Disaggregation) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 3,662	$ 4,172
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	2,956	3,321
Canada [Member]
Disaggregation of Revenue [Line Items]
Revenue	226	315
International [Member]
Disaggregation of Revenue [Line Items]
Revenue	480	536
Upstream [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,107	1,286
Upstream [Member] \| United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	723	777
Upstream [Member] \| Canada [Member]
Disaggregation of Revenue [Line Items]
Revenue	162	239
Upstream [Member] \| International [Member]
Disaggregation of Revenue [Line Items]
Revenue	222	270
Midstream [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,450	1,677
Midstream [Member] \| United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,379	1,608
Midstream [Member] \| Canada [Member]
Disaggregation of Revenue [Line Items]
Revenue	42	48
Midstream [Member] \| International [Member]
Disaggregation of Revenue [Line Items]
Revenue	29	21
Downstream [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,105	1,209
Downstream [Member] \| United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	854	936
Downstream [Member] \| Canada [Member]
Disaggregation of Revenue [Line Items]
Revenue	22	28
Downstream [Member] \| International [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 229	$ 245

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2019	Feb. 07, 2020	Jun. 28, 2019
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	001-35479
Entity Registrant Name	MRC GLOBAL INC.
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Fulbright Tower
Entity Address, Address Line Two	1301 McKinney Street
Entity Address, Address Line Three	Suite 2300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Tax Identification Number	20-5956993
Entity Address, Postal Zip Code	77010
City Area Code	877
Local Phone Number	294-7574
Title of 12(b) Security	Common Stock
Trading Symbol	MRC
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 1,423
Document Fiscal Year Focus	2019
Amendment Flag	false
Document Fiscal Period Focus	FY
Entity Central Index Key	0001439095
Current Fiscal Year End Date	--12-31
Common Stock [Member]
Entity Common Stock, Shares Outstanding		81,408,974
Restricted Stock [Member]
Entity Common Stock, Shares Outstanding		74,055

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill and Other Intangible Assets [Abstract]

Changes in Carrying Amount of Goodwill by Segment


	US		Canada		International		Total
Goodwill at December 31, 2016 (1)	$	441	$	-	$	41	$	482
Effect of foreign currency translation		-		-		4		4

Goodwill at December 31, 2017		441		-		45		486
Effect of foreign currency translation		-		-		(2)		(2)

Goodwill at December 31, 2018		441		-		43		484
Effect of foreign currency translation		-		-		(1)		(1)
Goodwill at December 31, 2019	$	441	$	-	$	42	$	483

(1)Net of prior years’ accumulated impairment losses of $350 million, $69 million and $183 million in the U.S., Canadian and International segments, respectively.

Schedule of Other Intangible Assets by Major Classification




			Accumulated		Net Book
	Gross		Amortization		Value
December 31, 2019
Customer base (1)	$	449	$	(300)	$	149
Indefinite lived trade names (2)		132		-		132
	$	581	$	(300)	$	281

December 31, 2018
Customer base (1)	$	661	$	(471)	$	190
Indefinite lived trade names (2)		132		-		132
	$	793	$	(471)	$	322

(2)Net of accumulated impairment losses of $204 million as of December 31, 2019 and 2018.

Schedule of Amortization of Intangible Assets


2020	$	27
2021		24
2022		21
2023		21
2024		20

Employee Benefit Plans

12 Months Ended

Dec. 31, 2019

Employee Benefit Plans [Abstract]

Employee Benefit Plans

NOTE 13—EMPLOYEE BENEFIT PLANS

Equity Compensation Plans: Our 2007 Stock Option Plan (prior to its replacement) permitted the grant of stock options to our employees, directors and consultants for up to 3,750,000 shares of common stock. The options were not to be granted with an exercise price less than the fair market value of the Company’s common stock on the date of the grant, nor for a term exceeding ten years. Vesting generally occurred over a five year period on the anniversaries of the date specified in the employees’ respective option agreements, subject to accelerated vesting under certain circumstances set forth in the option agreements. During 2019, 1,104 stock options were exercised, and no stock options were granted under this plan.

In April 2012, we replaced our 2007 Stock Option Plan and our 2007 Restricted Stock Plan with the 2011 Omnibus Incentive Plan. No additional shares or other equity interests will be awarded under the prior plans. The 2011 Omnibus Incentive Plan originally had 3,250,000 shares reserved for issuance pursuant to the plan. In both April 2015 and 2019, our shareholders approved an additional 4,250,000 shares and 2,500,000 shares, respectively, for reservation for issuance under the plan. The plan permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based and cash-based awards. Since the adoption of the 2011 Omnibus Incentive Plan, the Company’s Board of Directors has periodically granted stock options, restricted stock awards, restricted stock units and performance share units to directors and employees, but no other types of awards have been granted under the plan. Options and stock appreciation rights may not be granted at prices less than their fair market value on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs over a three year to five year period on the anniversaries of the date specified in the employees’ respective agreements, subject to accelerated vesting under certain circumstances set forth in the agreements. Vesting for directors generally occurs on the one year anniversary of the grant date. In 2019, 74,055 shares of restricted stock, 242,290 performance share units and 712,600 restricted units were granted to executive management, members of our Board of Directors and employees under this plan. During 2018, 81,542 shares of restricted stock, 222,435 performance share units and 507,507 restricted units were granted to executive management, members of our Board of Directors and employees under this plan. To date, 7,711,359 shares have been granted under this plan. A Black-Scholes option pricing model is used to estimate the fair value of the stock options. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight line basis over the vesting period.

Stock Options

The following tables summarize award activity for stock options:


				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
		Exercise		Contractual		Intrinsic
	Options	Price		Term		Value
Stock Options					(years)		(millions)
Balance at December 31, 2018	2,450,373	$	23.81		3.5	$	-
Exercised	(1,104)		18.10
Forfeited	(230,363)		22.11
Expired	-		-
Balance at December 31, 2019	2,218,906	$	23.99		2.7	$	-


At December 31, 2019
Options outstanding, vested and exercisable	2,218,906	$	23.99		2.7	$
Options outstanding, vested and expected to vest	2,218,906		23.99		2.7


	Year Ended December 31,
	2019		2018		2017
Stock Options
Weighted-average, grant-date fair value of awards granted	$	-	$	-	$	-
Total intrinsic value of stock options exercised		767		1,722,539		633,244
Total fair value of stock options vested		-		-		10,738,309

Restricted Stock Awards

The following tables summarizes award activity for restricted stock awards:



		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock Awards
Nonvested at December 31, 2018	83,391	$	19.05
Granted	74,055		18.05
Vested	(81,984)		19.05
Forfeited	(1,407)		19.15
Nonvested at December 31, 2019	74,055	$	18.05


	Year Ended December 31,
	2019		2018		2017
Restricted Stock Awards
Weighted-average, grant-date fair value of awards granted	$	18.05	$	19.28	$	18.31
Total fair value of restricted stock vested		1,461,431		4,986,620		6,473,330

Restricted Stock Unit Awards

The following table summarizes award activity for restricted unit awards:


		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock Unit Awards
Nonvested at December 31, 2018	1,246,109	$	15.49
Granted	712,600		15.25
Vested	(568,156)		14.01
Forfeited	(69,171)		16.20
Nonvested at December 31, 2019	1,321,382	$	15.96


	Year Ended December 31,
	2019		2018		2017
Restricted Stock Unit Awards
Weighted-average, grant-date fair value of awards granted	$	15.25	$	16.08	$	20.55
Total fair value of restricted stock units vested		9,619,773		9,187,360		6,672,405

Performance Share Unit Awards

Performance share units have been granted to certain executive officers. The performance unit awards will be earned only to the extent that MRC Global attains specified performance goals over a three year period relating to MRC Global’s total shareholder return compared to companies within the Philadelphia Oil Service Index and specified return on average net capital employed calculation (“RANCE”) goals established on the date in which the award was granted. The number of shares awarded at the end of the three year period could vary from zero, if performance goals are not met, to as much as 200% of target, if performance goals are exceeded.

The following tables summarizes award activity for performance unit awards:


		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Performance Share Unit Awards
Nonvested at December 31, 2018	714,681	$	15.80
Granted	242,290		19.40
Vested (1)	(185,393)		10.45
Forfeited	(159,529)		9.69
Nonvested at December 31, 2019	612,049	$	20.60

(1)Excludes 158,661 shares awarded for performance above goals.


	Year Ended December 31,
	2019		2018		2017
Performance Share Unit Awards
Weighted-average, grant-date fair value of awards granted	$	19.40	$	18.87	$	24.18
Total fair value of performance share units vested		5,921,169		2,349,749		-

Recognized compensation expense and related income tax benefits under our equity-based compensation plans are set forth in the table below (in millions):


	Year Ended December 31,
	2019		2018		2017
Equity-based compensation expense:
Stock options	$	-	$	-	$	2
Restricted stock awards		1		2		4
Restricted stock unit awards		10		9		8
Performance share unit awards		5		3		2
Total equity-based compensation expense	$	16	$	14	$	16
Income tax benefits related to equity-based compensation	$	4	$	3	$	6

Unrecognized compensation expense under our equity-based compensation plans is set forth in the table below (in millions):


	Weighted-
	Average Vesting	December 31,
	Period (in years)	2019
Unrecognized equity-based compensation expense:
Restricted stock awards	0.3	$	1
Restricted stock unit awards	0.8		8
Performance share unit awards	1.3		3
Total unrecognized equity-based compensation expense		$	12

Defined Contribution Employee Benefit Plans: We maintain defined contribution employee benefit plans in a number of countries in which we operate including the U.S. and Canada. These plans generally allow employees the option to defer a percentage of their compensation in accordance with local tax laws. In addition, we make contributions under these plans ranging from 1% to 10% of eligible compensation. Expense under defined contribution plans were $9 million, $10 million and $9 million for the years ended December 31, 2019, 2018 and 2017.

Employee Benefit Plans (Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	$ 16	$ 14	$ 16
Income tax benefits related to equity-based compensation	4	3	6
Stock Options [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense			2
Restricted Stock [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	1	2	4
Restricted Units [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	10	9	8
Performance Shares [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	$ 5	$ 3	$ 2

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Consolidated Balance Sheets [Abstract]
Temporary Equity, Dividend Rate, Percentage	6.50%	6.50%
Temporary Equity, Par or Stated Value Per Share	$ 0.01	$ 0.01
Temporary Equity, Shares Authorized	363,000	363,000
Temporary Equity, Shares Issued	363,000	363,000
Temporary Equity, Shares Outstanding	363,000	363,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	105,624,750	104,953,693
Treasury stock, shares	24,216,330	19,347,839

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating activities
Net income	$ 39	$ 74	$ 50
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	21	23	22
Amortization of intangibles	42	45	45
Equity-based compensation expense	16	14	16
Deferred income tax benefit	(5)	(9)	(78)
Amortization of debt issuance costs	1	1	3
Inventory-related charges	5		6
Write off of debt issuance costs		1	8
(Decrease) increase in LIFO reserve	(2)	62	28
Change in fair value of derivative instruments		(1)	1
Provision for uncollectible accounts	2	1	1
Other non-cash items	5	9	2
Changes in operating assets and liabilities:
Accounts receivable	127	(74)	(118)
Inventories	95	(175)	(168)
Other current assets	10	8	8
Accounts payable	(79)	27	93
Accrued expenses and other current liabilities	(35)	(17)	33
Net cash provided by (used in) operations	242	(11)	(48)
Investing activities
Purchases of property, plant and equipment	(18)	(20)	(30)
Proceeds from the disposition of property, plant and equipment	1	6	3
Other investing activities	1
Net cash used in investing activities	(16)	(14)	(27)
Financing activities
Payments on revolving credit facilities	(1,145)	(1,118)	(696)
Proceeds from revolving credit facilities	1,016	1,280	825
Payments on long-term obligations	(4)	(4)	(18)
Debt issuance costs paid		(1)	(8)
Purchases of common stock	(75)	(125)	(68)
Dividends paid on preferred stock	(24)	(24)	(24)
Proceeds from exercise of stock options		21	1
Repurchases of shares to satisfy tax withholdings	(6)	(5)	(3)
Net cash (used in) provided by financing activities	(238)	24	9
Decrease in cash	(12)	(1)	(66)
Effect of foreign exchange rate on cash	1	(4)	5
Cash beginning of year	43	48	109
Cash end of year	32	43	48
Supplemental disclosures of cash flow information:
Cash paid for interest	39	37	27
Cash paid for income taxes	$ 34	$ 39	$ 35

Quarterly Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Information (Unaudited) [Abstract]

Schedule of Quarterly Financial Information


	First		Second		Third		Fourth		Year
2019
Revenue	$	970	$	984	$	942	$	766	$	3,662
Gross profit		174		174		174		131		653
Net income (loss) attributable to common stockholders		12		18		15		(30)		15
Earnings per share:
Basic (1)	$	0.14	$	0.22	$	0.18	$	(0.37)	$	0.18
Diluted (1)	$	0.14	$	0.21	$	0.18	$	(0.37)	$	0.18

2018
Revenue	$	1,010	$	1,082	$	1,071	$	1,009	$	4,172
Gross profit		169		177		172		171		689
Net income attributable to common stockholders		12		16		18		4		50
Earnings per share:
Basic (1)	$	0.13	$	0.18	$	0.20	$	0.05	$	0.55
Diluted	$	0.13	$	0.17	$	0.20	$	0.04	$	0.54

(1)Earnings per share does not add across due to rounding and equity-related transactions resulting in differing weighted average shares outstanding on a quarterly basis.

Quarterly Information (Unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Information (Unaudited) [Abstract]

Quarterly Information (Unaudited)

NOTE 18—QUARTERLY INFORMATION (UNAUDITED)

Our quarterly financial information is presented in the table below (in millions, except per share amounts):


	First		Second		Third		Fourth		Year
2019
Revenue	$	970	$	984	$	942	$	766	$	3,662
Gross profit		174		174		174		131		653
Net income (loss) attributable to common stockholders		12		18		15		(30)		15
Earnings per share:
Basic (1)	$	0.14	$	0.22	$	0.18	$	(0.37)	$	0.18
Diluted (1)	$	0.14	$	0.21	$	0.18	$	(0.37)	$	0.18

2018
Revenue	$	1,010	$	1,082	$	1,071	$	1,009	$	4,172
Gross profit		169		177		172		171		689
Net income attributable to common stockholders		12		16		18		4		50
Earnings per share:
Basic (1)	$	0.13	$	0.18	$	0.20	$	0.05	$	0.55
Diluted	$	0.13	$	0.17	$	0.20	$	0.04	$	0.54

(1)Earnings per share does not add across due to rounding and equity-related transactions resulting in differing weighted average shares outstanding on a quarterly basis.

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2019

Long-Term Debt [Abstract]

Components of Long-Term Debt


		December 31,
	2019		2018
Senior Secured Term Loan B, net of discount and issuance costs of $2 and $3, respectively	$	390	$	393
Global ABL Facility		161		291
		551		684
Less: current portion		4		4
	$	547	$	680

Interest on Borrowings


	December 31,
	2019	2018
Senior Secured Term Loan B	5.50%	5.76%
Global ABL Facility	3.47%	3.95%
Weighted average interest rate	4.91%	4.99%

Schedule of Maturities of Long-Term Debt


2020	$	4
2021		4
2022		165
2023		4
2024		374
Thereafter		-

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Taxes [Abstract]

Income Taxes

NOTE 10—INCOME TAXES

The components of our income (loss) before income taxes were (in millions):


	Year Ended December 31,
	2019		2018		2017
United States	$	86	$	95	$	49
Foreign		(20)		-		(42)
	$	66	$	95	$	7

Income taxes included in the consolidated statements of operations consist of (in millions):


	Year Ended December 31,
	2019		2018		2017
Current:
Federal	$	22	$	21	$	26
State		6		1		5
Foreign		4		8		4
		32		30		35

Deferred:
Federal		(4)		(6)		(73)
State		-		(1)		(4)
Foreign		(1)		(2)		(1)
		(5)		(9)		(78)
Income tax expense (benefit)	$	27	$	21	$	(43)

Our effective tax rate varied from the statutory federal income tax rate for the following reasons (in millions):


	Year Ended December 31,
	2019		2018		2017
Federal tax expense at statutory rates	$	14	$	20	$	2
State taxes		4		2		2
Effects of tax rate changes on existing temporary differences		-		-		(59)
Transition tax		-		(4)		7
Nondeductible expenses and other		3		2		-
Foreign operations taxed at different rates		-		-		(2)
Change in valuation allowance related to foreign losses		6		1		7
Income tax expense (benefit)	$	27	$	21	$	(43)
Effective tax rate		41%		22%		(614%)

Significant components of our deferred tax assets and liabilities are as follows (in millions):


	December 31,
	2019		2018
Deferred tax assets:
Allowance for doubtful accounts	$	1	$	1
Accruals and reserves		20		21
Net operating loss and tax credit carryforwards		58		54
Other		1		2
Subtotal		80		78
Valuation allowance		(64)		(60)
Total		16		18

Deferred tax liabilities:
Inventory valuation		(29)		(30)
Property, plant and equipment		(13)		(13)
Intangible assets		(63)		(70)
Total		(105)		(113)
Net deferred tax liability	$	(89)	$	(95)

We record a valuation allowance when it is more likely than not that some portion or all of our 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 we were to determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

In the United States, we had approximately $18 million of state net operating loss (“NOL”) carryforwards as of December 31, 2019, which will expire in future years through 2032 and foreign tax credit (“FTC”) carryforwards of $5 million, which will expire in future years through 2027. In certain non-U.S. jurisdictions, we had $189 million of NOL carryforwards, of which $166 million have no expiration and $23 million will expire in future years through 2027. We believe that it is more likely than not that the benefit from U.S. state NOL and FTC carryforwards and non-U.S. jurisdiction NOL carryforwards will not be realized. As such, we have recorded full valuation allowance on the deferred tax assets related to these NOL and FTC carryforwards.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018 and created a new dividend-exemption territorial system with a one-time transition tax on foreign earnings which were previously not taxed in the U.S. We applied the guidance in Staff Accounting Bulletin (“SAB”) 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. As of December 31, 2017, we remeasured our U.S. deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally 21%) and recorded a provisional tax benefit of $57 million. Upon further analysis of certain aspects of the Tax Act and refinement of our calculations in 2018, we reduced our provisional tax benefit amount by $1 million. The one-time transition tax, calculated as of December 31, 2017, is based on the

total post-1986 earnings and profits of our foreign subsidiaries. We recorded a provisional expense of $7 million for the one-time transition tax liability during 2017. Upon further analyses of the Tax Act and notices and regulations issued and proposed by the U.S. Department of the Treasury and the Internal Revenue Service, we finalized our calculations of the transition tax liability during 2018 and decreased our provisional expense by $4 million. As of December 31, 2019, our transition tax liability had been paid.

The pre-2018 earnings of our foreign subsidiaries were taxed as part of the transition tax described above. Dividends from the earnings of our foreign subsidiaries subsequent to 2017 are eligible for a 100% dividend exclusion in determining our U.S. federal taxes. As such, we do not expect future dividends, if any, from the earnings of our foreign subsidiaries to result in U.S. federal income taxes. Deferred tax liabilities arising from the difference between the financial reporting and income tax bases inherent in these foreign subsidiaries, referred to as outside basis differences, have not been provided for U.S. income tax purposes because we do not intend to sell, liquidate or otherwise trigger the recognition of U.S. taxable income with regard to our investment in these foreign subsidiaries. Determining the amount of U.S. deferred tax liabilities associated with outside basis differences is not practicable at this time.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. We are no longer subject to U.S. federal income tax examination for all years through 2015 and the statute of limitations at our international locations is generally six years or seven years.

At December 31, 2019 and 2018, our unrecognized tax benefits totaled $4 million and $5 million, respectively, of which it is reasonably possible that $2 million could be settled during the next twelve month period as a result of the conclusion of a state audit.

Significant Accounting Policies (Policy)	12 Months Ended
Significant Accounting Policies (Policy)	Dec. 31, 2019
Significant Accounting Policies [Abstract]
Business Operations	Business Operations: MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiaries are global distributors of pipe, valves, fittings (“PVF”) and other infrastructure products and services across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining and petrochemical processing) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia, Australasia, the Middle East and Caspian. Our products are obtained from a broad range of suppliers.
Basis of Presentation	Basis of Presentation: The accompanying consolidated financial statements include the accounts of MRC Global Inc. and its wholly owned and majority owned subsidiaries (collectively referred to as the “Company” or by such terms as “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. We believe that our most significant estimates and assumptions are related to estimated losses on accounts receivable, the last-in, first-out (“LIFO”) inventory costing methodology, estimated net realizable value on excess and obsolete inventories, goodwill, intangible assets, deferred taxes and self-insurance programs. Actual results could differ materially from those estimates.
Cash Equivalents	Cash Equivalents: We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts: We evaluate the adequacy of the allowance for losses on receivables based upon periodic evaluation of accounts that may have a higher credit risk using information available about the customer and other relevant data. This formal analysis is inherently subjective and requires us to make significant estimates of factors affecting doubtful accounts including customer specific information, current economic conditions, volume, growth and composition of the account, and other factors such as financial statements, news reports and published credit ratings. The amount of the allowance for the remainder of the trade balance is not evaluated individually but is based upon historical loss experience. Because this process is subjective and based on estimates, ultimate losses may differ from those estimates. Receivable balances are written off when we determine that the balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance when received. The provision for losses on receivables is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.
Inventories	Inventories: Our inventories are valued at the lower of cost, principally LIFO, or market. We believe that the use of LIFO results in a better matching of costs and revenue. This practice excludes certain inventories, which are held outside of the United States, approximating $181 million and $187 million at December 31, 2019 and 2018, respectively, which are valued at the lower of weighted-average cost or net realizable value. Our inventory is substantially comprised of finished goods. Reserves for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales activity over time. The reserve, which totaled $35 million and $40 million at December 31, 2019 and 2018, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated net realizable value.
Debt Issuance Costs	Debt Issuance Costs: We defer costs directly related to obtaining financing and amortize them over the term of the indebtedness on a straight-line basis. The use of the straight-line method does not produce results that are materially different from those which would result from the use of the effective interest method. These amounts are reflected in the consolidated statement of operations as a component of interest expense. Debt issuance costs associated with our Global ABL Facility are presented in other assets and totaled $2 million and $3 million at December 31, 2019 and 2018, respectively. Debt issuance costs associated with our Term Loan are presented as a reduction of the carrying amount of the debt liability and totaled $2 million at December 31, 2019 and 2018.
Property, Plant and Equipment	Property, Plant and Equipment: Land, buildings and equipment are stated on the basis of cost. For financial statement purposes, depreciation is computed over the estimated useful lives of such assets principally by the straight-line method; accelerated depreciation and cost recovery methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvements. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. Maintenance and repairs are charged to expense as incurred. Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related asset. Costs incurred prior to the development stage, as well as maintenance, training costs and general and administrative expenses are expensed as incurred.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets: Goodwill represents the excess of acquisition cost over the fair value of net assets acquired. Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at the reporting unit level. Within each reporting unit, we have elected to aggregate the component countries and regions into a single reporting unit based on their similar economic characteristics, products, customers, suppliers, methods of distribution and the manner in which we operate each reporting unit. We perform our annual tests for goodwill impairment as of October 1^st of each year, updating on an interim basis should indications of impairment exist. The goodwill impairment test compares the carrying value of the reporting unit that has the goodwill with the estimated fair value of that reporting unit. To the extent the carrying value of a reporting unit is greater than its estimated fair value, a goodwill impairment charge is recorded for the difference, up to the carrying value of goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, acquisition control premium and valuation comparisons to similar businesses. Each of these methods involves Level 3 unobservable market inputs and require us to make certain assumptions and estimates regarding future operating results, the extent and timing of future cash flows, working capital, sales prices, profitability, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if circumstances indicate that impairment may exist. This test compares the carrying value of the indefinite-lived intangible assets with their estimated fair value. If the carrying value is more than the estimated fair value, impairment losses are recognized in an amount equal to the excess of the carrying value over the estimated fair value. Our impairment methodology uses discounted cash flow and estimated royalty rate valuation techniques. Each of these methods involves Level 3 unobservable market inputs and requires us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results. Other intangible assets primarily include trade names, customer bases and noncompetition agreements resulting from business acquisitions. Other intangible assets are recorded at fair value at the date of acquisition. Amortization is provided using the straight-line method over their estimated useful lives, ranging from two years to twenty years. The carrying value of amortizable intangible assets is subject to an impairment test when events or circumstances indicate a possible impairment. When events or circumstances indicate a possible impairment, we assess recoverability from future operations using undiscounted cash flows derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recognized to the extent that the carrying value exceeds the fair value, which is determined based on a discounted cash flow analysis. While we believe that assumptions and estimates utilized in the impairment analysis are reasonable, the actual results may differ materially from the projected results. These impairments are determined prior to performing our goodwill impairment test.
Derivatives and Hedging	Derivatives and Hedging: From time to time, we utilize interest rate swaps to reduce our exposure to potential interest rate increases. We have designated our interest rate swap as an effective cash flow hedge utilizing the guidance under ASU 2017-12. As such, the valuation of the interest rate swap is recorded as an asset or liability, and the gain or loss on the derivative is recorded as a component of other comprehensive income. Interest rate swap agreements are reported on the accompanying balance sheets at fair value utilizing observable Level 2 inputs such as yield curves and other market-based factors. We obtain dealer quotations to value our interest rate swap agreements. The fair value of our interest rate swap is estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates.We utilize foreign exchange forward contracts (exchange contracts) and options to manage our foreign exchange rate risks resulting from purchase commitments and sales orders. Changes in the fair values of our exchange contracts are based upon independent market quotes. We do not designate our exchange contracts as hedging instruments; therefore, we record our exchange contracts on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change.
Fair Value	Fair Value: We measure certain of our assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions for inputs used in the valuation methodologies to measuring fair value: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 2: Significant observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability (including all assumptions about risk). Certain assets and liabilities are measured at fair value on a nonrecurring basis. Our assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. We do not measure these assets at fair value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when we recognize an impairment. Our impairment methodology for goodwill and other indefinite-lived intangible assets uses both (i) a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding the extent and timing of future cash flows, discount rates and growth trends and (ii) valuation based on our publicly traded common stock. As all of the assumptions employed to measure these assets and liabilities on a nonrecurring basis are based on management’s judgment using internal and external data, these fair value determinations are classified as Level 3. We have not elected to apply the fair value option to any of our eligible financial assets and liabilities.
Insurance	Insurance: We are self-insured for employee healthcare as well as physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a deductible/retention program as it relates to insurance for property, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and cybersecurity claims. These programs have deductibles and self-insured retentions ranging up to $4 million and are secured by various letters of credit totaling $6 million. Our estimated liability and related expenses for claims are based in part upon estimates that insurance carriers, third-party administrators and actuaries provide. We believe that insurance reserves are sufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain commercially reasonable umbrella/excess policy coverage in excess of the primary limits. We do not have excess coverage for physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. Our accrued liabilities related to deductibles/retentions under insurance programs (other than employee healthcare) were $11 million and $7 million as of December 31, 2019 and 2018. In the area of employee healthcare, we have a commercially reasonable excess stop loss protection on a per person per year basis. Reserves for self-insurance accrued liabilities for employee healthcare were $2 million as of December 31, 2019 and 2018.
Income Taxes	Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax assets and liabilities are recorded in accordance with enacted tax laws and rates. Under this method, deferred tax assets and liabilities are recorded for differences between the financial reporting and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes will actually be paid or refunds received. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances and our ability to utilize our deferred tax assets, we consider and make judgments regarding all the available positive and negative evidence, including the timing of the reversal of deferred tax liabilities, estimated future taxable income, ongoing, prudent and feasible tax planning strategies and recent financial results of operations. The amount of valuation allowances, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present in certain jurisdictions and additional weight may be given to subjective evidence such as our projections for growth. Our tax provision is based upon our expected taxable income and statutory rates in effect in each country in which we operate. We are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes we provide during any given year. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available. We classify interest and penalties related to unrecognized tax positions as income taxes in our financial statements.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions: The functional currency of our foreign operations is the applicable local currency. 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. The balance sheet accounts (with the exception of stockholders’ equity) are translated using current exchange rates as of the balance sheet date. Stockholders’ equity is translated at historical exchange rates and revenue and expense accounts are translated using a weighted-average exchange rate during the year. Gains or losses resulting from foreign currency transactions are recognized in the consolidated statements of operations.
Equity-Based Compensation	Equity-Based Compensation: Our equity-based compensation consisted and consists of restricted stock, restricted unit awards, performance share unit awards and nonqualified stock options. The cost of employee services received in exchange for an award of an equity instrument is measured based on the grant-date fair value of the award. Our policy is to expense equity-based compensation using the fair-value of awards granted, modified or settled. Restricted units and restricted stock are credited to equity as they are expensed over their vesting periods based on the grant date value of the shares vested. The fair value of nonqualified stock options is measured on the grant date of the related equity instrument using the Black-Scholes option-pricing model. A Monte Carlo simulation is completed to estimate the fair value of performance share unit awards with a stock price performance component. We expense the fair value of all equity grants, including performance share unit awards, on a straight-line basis over the vesting period.
Revenue Recognition	Revenue Recognition: Revenue is recognized when control of promised goods or services is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Substantially all of our revenue is recognized when products are shipped or delivered to our customers, and payment is due from our customers at the time of billing with a majority of our customers having 30-day terms. Returns are estimated and recorded as a reduction of revenue. Amounts received in advance of shipment are deferred and recognized when the performance obligations are satisfied. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from sales in the accompanying consolidated statements of operations. In some cases, particularly with third party pipe shipments, shipping and handling costs are considered separate performance obligations, and as such, the revenue and cost of sales are recorded when the performance obligation is fulfilled. Our contracts with customers ordinarily involve performance obligations that are one year or less. Therefore, we have applied the optional exemption that permits the omission of information about our unfulfilled performance obligations as of the balance sheet dates.
Cost of Sales	Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances and reserves, and shipping and handling costs associated with inbound and outbound freight, as well as depreciation and amortization and amortization of intangible assets. Certain purchasing costs and warehousing activities (including receiving, inspection and stocking costs), as well as general warehousing expenses, are included in selling, general and administrative expenses and not in cost of sales. As such, our gross profit may not be comparable to others that may include these expenses as a component of cost of sales.
Earnings Per Share	Earnings per Share: Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of unexercised stock options, unvested restricted stock awards, unvested restricted stock unit awards, unvested performance share unit awards, and shares of preferred stock. Diluted earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of unexercised stock options, unvested restricted stock awards, unvested restricted stock unit awards, unvested performance share unit awards, and shares of preferred stock. The dilutive effect of unexercised stock options is calculated under the treasury stock method. Equity awards and shares of preferred stock are disregarded in the calculations of diluted earnings per share if they are determined to be anti-dilutive.
Concentration of Credit Risk	Concentration of Credit Risk: Most of our business activity is with customers in the energy sector. In the normal course of business, we grant credit to these customers in the form of trade accounts receivable. These receivables could potentially subject us to concentrations of credit risk; however, we minimize this risk by closely monitoring extensions of trade credit. We generally do not require collateral on trade receivables. We have a broad customer base doing business in many regions of the world. During 2019, 2018 and 2017, we did not have sales to any one customer in excess of 10% of sales. At those respective year-ends, no individual customer balances exceeded 10% of accounts receivable. We have a broad supplier base, sourcing our products in most regions of the world. During 2019, 2018 and 2017, we did not have purchases from any one vendor in excess of 10% of our inventory purchases. At those respective year-ends no individual vendor balance exceeded 10% of accounts payable. We maintain the majority of our cash and cash equivalents with several financial institutions. These financial institutions are located in many different geographical regions with varying economic characteristics and risks. Deposits held with banks may exceed insurance limits. We believe the risk of loss associated with our cash equivalents to be remote.
Adoption of New Accounting Standards and Recently Issued Accounting Standards	Adoption of New Accounting Standards: On January 1, 2019, we adopted ASU 2016-02, Leases, which requires the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous guidance in Accounting Standards Codification 840. We adopted ASU 2016-02 using the modified retrospective approach. The guidance for this approach included an option to not restate comparative periods in transition and elect to use the effective date as the initial application of transition, which we elected. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classifications. On January 1, 2019, we recorded an operating lease asset of $192 million and an operating lease liability of $208 million. The standard did not impact our consolidated net earnings or cash flows. Adoption of the new standard is more fully described in Note 7. Recently Issued Accounting Standards: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires that an entity measure impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. This update is effective for annual and interim financial statement periods beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19 which clarifies guidance in ASU 2016-13. We do not expect the adoption of this standard to materially impact our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an update intended to simplify various aspects related to accounting for income taxes. This guidance removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This accounting standards update will be effective for annual and interim financial statement periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of this accounting standards update, but do not expect the adoption to materially impact our consolidated financial statements

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2019

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

NOTE 9—DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies.

Interest Rate Swap: In March 2018, we entered into a five year interest rate swap that became effective on March 31, 2018, with a notional amount of $250 million from which we receive payments at 1-month LIBOR and make monthly payments at a fixed rate of 2.7145% with settlement and reset dates on or near the last business day of each month until maturity. The fair value of the swap at inception was zero. The fair value of the interest rate swap was a liability of $9 million and $3 million as of December 31, 2019 and December 31, 2018, respectively.

Foreign Exchange Forward and Option Contracts: All of our foreign exchange derivative instruments are freestanding. We have not designated our foreign exchange derivatives as hedges and, accordingly, changes in their fair market value are recorded in earnings. Foreign exchange forward contracts are reported at fair value utilizing the Level 2 inputs, as the fair value is based on broker quotes for the same or similar derivative instruments. The fair value of foreign exchange derivative instruments recorded in our consolidated balance sheets at December 31, 2019 and 2018 was not material. The total notional amount of outstanding forward foreign exchange contracts was approximately $21 million and $22 million at December 31, 2019 and 2018, respectively.

We recognized a loss of $0 million in the year ended December 31, 2019, a gain of $1 million in the year ended December 31, 2018 and a loss of $1 million in the year ended December 31, 2017 in our consolidated statements of operations related to our derivative instruments.

Segment, Geographic and Product Line Information

12 Months Ended

Dec. 31, 2019

Segment, Geographic and Product Line Information [Abstract]

Segment, Geographic and Product Line Information

NOTE 15—SEGMENT, GEOGRAPHIC AND PRODUCT LINE INFORMATION

In 2019, as a result of changes in our management structure, we combined our U.S. Eastern Region and Gulf Coast and our U.S. Western region into one operating segment. Previously, the two separate U.S. operating segments were combined for reporting purposes as a result of their economic similarity. Following this change, our business is comprised of three operating and reportable segments: U.S., Canada and International. Our International segment consists of our operations outside of the U.S. and Canada. These segments represent our business of selling PVF and other infrastructure products and services to the energy sector across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical and chemical processing and general industrials) markets.

The following table presents financial information for each segment (in millions):


	Year Ended December 31,
	2019		2018		2017
Sales
U.S.	$	2,956	$	3,321	$	2,860
Canada		226		315		294
International		480		536		492
Consolidated sales	$	3,662	$	4,172	$	3,646

Depreciation and amortization
U.S.	$	15	$	16	$	15
Canada		1		1		1
International		5		6		6
Total depreciation and amortization expense	$	21	$	23	$	22

Amortization of intangibles
U.S.	$	39	$	42	$	41
Canada		1		1		2
International		2		2		2
Total amortization of intangibles expense	$	42	$	45	$	45

Operating income (loss)
U.S.	$	104	$	112	$	67
Canada		(1)		9		11
International		-		6		(32)
Total operating income		103		127		46

Interest expense		(40)		(38)		(31)
Other income (expense)		3		6		(8)
Income before income taxes	$	66	$	95	$	7

Total assets by segment are as follows (in millions):


	December 31,
	2019		2018
Total assets
United States	$	1,915	$	2,088
Canada		91		124
International		319		222
Total assets	$	2,325	$	2,434

The percentages of our property, plant and equipment relating to the following geographic areas are as follows:


	December 31,
	2019		2018
Property, plant and equipment
United States		78%		77%
Canada		10%		10%
International		12%		13%
Total property, plant and equipment		100%		100%

Our net sales and percentage of total sales by product line are as follows (in millions):


	Year Ended December 31,
	2019			2018			2017
Line pipe	$	560	15%	$	728	18%	$	685	19%
Carbon steel fittings and flanges		565	16%		683	16%		548	15%
Total carbon steel pipe, fittings and flanges		1,125	31%		1,411	34%		1,233	34%
Valves, automation, measurement and instrumentation		1,434	39%		1,553	37%		1,319	36%
Gas products		551	15%		561	13%		485	13%
Stainless steel alloy pipe and fittings		177	5%		196	5%		183	5%
General oilfield products		375	10%		451	11%		426	12%
	$	3,662		$	4,172		$	3,646

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Consolidated Statements of Operations [Abstract]
Sales	$ 3,662	$ 4,172	$ 3,646
Cost of sales	3,009	3,483	3,064
Gross profit	653	689	582
Selling, general and administrative expenses	550	562	536
Operating income	103	127	46
Other (expense) income:
Interest expense	(40)	(38)	(31)
Write off of debt issuance costs		(1)	(8)
Other, net	3	7
Income before income taxes	66	95	7
Income tax expense (benefit)	27	21	(43)
Net income	39	74	50
Series A preferred stock dividends	24	24	24
Net income attributable to common stockholders	$ 15	$ 50	$ 26
Basic earnings per common share	$ 0.18	$ 0.55	$ 0.28
Diluted earnings per common share	$ 0.18	$ 0.54	$ 0.27
Weighted-average common shares, basic	83.0	90.1	94.3
Weighted-average common shares, diluted	83.9	91.8	95.6

Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) $ in Millions	Dec. 31, 2019 USD ($)
Long-Term Debt [Abstract]
2020	$ 4
2021	4
2022	165
2023	4
2024	374
Thereafter

Employee Benefit Plans (Schedule of Performance Share Unit Activity) (Details) - Performance Shares [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, Beginning Balance	714,681
Granted	242,290
Vested	(185,393)
Forfeited	(159,529)
Nonvested, Ending Balance	612,049	714,681
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 15.80
Granted, Weighted Average Grant-Date Fair Value	19.40	$ 18.87	$ 24.18
Vested, Weighted Average Grant-Date Fair Value	10.45
Forfeited, Weighted Average Grant-Date Fair Value	9.69
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value	$ 20.60	$ 15.80
Shares awarded	158,661

Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended			93 Months Ended
	Apr. 30, 2019	Apr. 30, 2015	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2019	Apr. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plans			$ 9.0	$ 10.0	$ 9.0
2007 Stock Option Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares available for grant			3,750,000			3,750,000
Maximum term for stock option plan grant			10 years
Vesting period			5 years
Stock options exercised			1,104
Grant of stock options			0
2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares reserved for Incentive Plan			3,250,000			3,250,000
Additional shares reserved for Incentive Plan	2,500,000	4,250,000
Maximum term for stock option plan grant			10 years
Shares granted						7,711,359
2007 Stock Option Plan And 2007 Restricted Stock Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares available for grant							0
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution			1.00%
Minimum [Member] \| 2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Vesting period			3 years
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution			10.00%
Maximum [Member] \| 2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Vesting period			5 years
Stock Options [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock options exercised			1,104
Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			74,055
Restricted Stock [Member] \| 2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			74,055	81,542
Performance Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			242,290
Performance goal period			3 years
Performance Shares [Member] \| 2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			242,290	222,435
Performance Shares [Member] \| Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Performance goal target			0.00%
Performance Shares [Member] \| Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Performance goal target			200.00%
Restricted Units [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			712,600
Restricted Units [Member] \| 2011 Omnibus Incentive Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares granted			712,600	507,507
Director [Member]
Defined Benefit Plan Disclosure [Line Items]
Vesting period			1 year

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity [Abstract]

Stockholders' Equity

NOTE 12—STOCKHOLDERS’ EQUITY

Preferred Stock

We have authorized 100,000,000 shares of preferred stock. Our Board of Directors has the authority to issue shares of the preferred stock. As of December 31, 2019 and 2018, the 363,000 shares of preferred stock described in Note 11 were issued and outstanding.

Share Repurchase Programs

From time to time, the Company’s board of directors has authorized repurchase programs for shares of the Company’s common stock. Under these plans, we have repurchased 24,216,330 shares of common stock at an average price per share of $15.48 for a total cost of $375 million. As of December 31, 2019, there were no remaining authorizations outstanding under these programs. There were 81,408,420 shares of common stock outstanding as of December 31, 2019.


The following table summarizes the share repurchase activity:
	2019		2018		2017
Number of shares acquired on the open market		4,868,491		7,596,113		4,074,146
Average price per share	$	15.38	$	16.46	$	16.62
Total cost of acquired shares (in millions)	$	75	$	125	$	68

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in millions):



	December 31,
	2019		2018
Currency translation adjustments	$	(224)	$	(229)
Hedge accounting adjustments		(7)		(2)
Other adjustments		(1)		(1)
Accumulated other comprehensive loss	$	(232)	$	(232)

Earnings per Share

Earnings per share are calculated in the table below (in millions, except per share amounts):


	Year Ended December 31,
	2019		2018		2017
Net income attributable to common stockholders	$	15	$	50	$	26

Average basic shares outstanding		83.0		90.1		94.3
Effect of dilutive securities		0.9		1.7		1.3
Average diluted shares outstanding		83.9		91.8		95.6

Net income per share:
Basic	$	0.18	$	0.55	$	0.28
Diluted	$	0.18	$	0.54	$	0.27

Equity awards and shares of Preferred Stock are disregarded in this calculation if they are determined to be anti-dilutive. For the years ended December 31, 2019, 2018 and 2017, our anti-dilutive stock options were 2.5 million, 3.1 million and 3.6 million, respectively.

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Federal statutory rate	21.00%	21.00%	35.00%
Unrecognized tax benefits	$ 4	$ 5
Unrecognized tax benefits, could be settled in next 12 months	2
Provisional tax benefit			$ 57
Decrease in provisional tax benefit		1
One-time transistion tax			$ 7
Decrease in transistion tax liability		$ 4
Domestic [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	18
Foreign tax credit carryforwards	5
Non-U.S. [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	189
Net operating loss carryforwards with no expiration	166
Net operating loss carryforwards with expiration	$ 23
Minimum [Member] \| Non-U.S. [Member]
Operating Loss Carryforwards [Line Items]
Income tax examination, statute of limitations	6 years
Maximum [Member] \| Non-U.S. [Member]
Operating Loss Carryforwards [Line Items]
Income tax examination, statute of limitations	7 years

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2019

Accounts Receivable [Abstract]

Summary of Allowance for Doubtful Accounts


	December 31,
	2019		2018		2017
Beginning balance	$	4	$	4	$	3
Net charge-offs		(2)		(1)		-
Provision		2		1		1
Ending balance	$	4	$	4	$	4

Revenue Recognition

12 Months Ended

Dec. 31, 2019

Revenue Recognition [Abstract]

Revenue Recognition

NOTE 2—REVENUE RECOGNITION

Contract Balances: Variations in the timing of revenue recognition, invoicing and receipt of payment result in categories of assets and liabilities that include invoiced accounts receivable, uninvoiced accounts receivable, contract assets and deferred revenue (contract liabilities) on the consolidated balance sheets.

Generally, revenue recognition and invoicing occur simultaneously as we transfer control of promised goods or services to our customers. We consider contract assets to be accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain cases, particularly those involving customer-specific documentation requirements, invoicing is delayed until we are able to meet the documentation requirements. In these cases, we recognize a contract asset separate from accounts receivable until those requirements are met, and we are able to invoice the customer. Our contract asset balance associated with these requirements, as of December 31, 2019 and December 31, 2018, was $26 million and $38 million, respectively. These contract asset balances are included within accounts receivable in the accompanying consolidated balance sheets.

We record contract liabilities, or deferred revenue, when cash payments are received from customers in advance of our performance, including amounts which are refundable. The deferred revenue balance at December 31, 2019 and December 31, 2018 was $4 million and $6 million, respectively. During the year ended December 31, 2019, we recognized all of the revenue that was deferred as of December 31, 2018. Deferred revenue balances are included within accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Disaggregated Revenue: Our disaggregated revenue represents our business of selling PVF and other infrastructure products to the energy sector across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining and petrochemical and chemical processing and general industrials) markets in each of our reportable segments. Each of our end markets and geographical reportable segments are impacted and influenced by varying factors, including macroeconomic environment, commodity prices, maintenance and capital spending, and exploration and production activity. As such, we believe that this information is important in depicting the nature, amount, timing and uncertainty of our contracts with customers.

The following table presents our revenue disaggregated by revenue source (in millions):



Year Ended December 31,

	U.S.		Canada		International		Total
2019:
Upstream	$	723	$	162	$	222	$	1,107
Midstream		1,379		42		29		1,450
Downstream		854		22		229		1,105
	$	2,956	$	226	$	480	$	3,662
2018:
Upstream	$	777	$	239	$	270	$	1,286
Midstream		1,608		48		21		1,677
Downstream		936		28		245		1,209
	$	3,321	$	315	$	536	$	4,172

Inventories

12 Months Ended

Dec. 31, 2019

Inventories [Abstract]

Inventories

NOTE 4—INVENTORIES

The composition of our inventory is as follows (in millions):


	December 31,
	2019		2018
Finished goods inventory at average cost:
Valves, automation, measurement and instrumentation	$	355	$	366
Carbon steel pipe, fittings and flanges		268		346
All other products		268		282
		891		994
Less: Excess of average cost over LIFO cost (LIFO reserve)		(155)		(157)
Less: Other inventory reserves		(35)		(40)
	$	701	$	797

Our inventory quantities were reduced during 2019, resulting in a liquidation of a last-in, first out (“LIFO”) inventory layer that was carried at a lower cost prevailing from a prior year, as compared with current costs in the current year (a “LIFO decrement”). A LIFO decrement results in the erosion of layers created in earlier years, and, therefore, a LIFO layer is not created for years that have decrements. For the years ended December 31, 2019, the effect of this LIFO decreased cost of sales by $5 million. There was no LIFO decrement for the years ended December 31, 2018 and 2017.

In the fourth quarter of 2019, we incurred an inventory charge of $5 million associated with excess and obsolete inventory in our International segment. This charge reflected adjustments necessary to reduce the carrying value of these products to their net realizable value.

Derivative Financial Instruments (Details) - USD ($)	12 Months Ended
Derivative Financial Instruments (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
Derivative [Line Items]
Notional amount	$ 21,000,000	$ 22,000,000
Interest Rate Swap [Member]
Derivative [Line Items]
Term of swap	5 years
Effective date of swap	Mar. 31, 2018
Notional amount	$ 250,000,000
Fixed interest rate	2.7145%
Fair value	$ 9,000,000	3,000,000		$ 0
Recognized gain (loss)	$ 0	$ 1,000,000	$ (1,000,000)

Inventories (Composition of Inventory) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Finished goods inventory at average cost:
Finished goods inventory at average cost	$ 891	$ 994
Less: Excess of average cost over LIFO cost (LIFO reserve)	(155)	(157)
Less: Other inventory reserves	(35)	(40)
Inventories, net	701	797
Valves, Automation, Measurement And Instrumentation [Member]
Finished goods inventory at average cost:
Finished goods inventory at average cost	355	366
Carbon Steel Pipe, Fittings And Flanges [Member]
Finished goods inventory at average cost:
Finished goods inventory at average cost	268	346
All Other Products [Member]
Finished goods inventory at average cost:
Finished goods inventory at average cost	$ 268	$ 282

Inventories (Tables)

12 Months Ended

Dec. 31, 2019

Inventories [Abstract]

Composition of Inventory


	December 31,
	2019		2018
Finished goods inventory at average cost:
Valves, automation, measurement and instrumentation	$	355	$	366
Carbon steel pipe, fittings and flanges		268		346
All other products		268		282
		891		994
Less: Excess of average cost over LIFO cost (LIFO reserve)		(155)		(157)
Less: Other inventory reserves		(35)		(40)
	$	701	$	797

Long-Term Debt (Interest on Borrowings) (Details)	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Weighted average interest rate	4.91%	4.99%
Senior secured term loan [Member]
Debt Instrument [Line Items]
Weighted average interest rate	5.50%	5.76%
Global ABL Facility [Member]
Debt Instrument [Line Items]
Weighted average interest rate	3.47%	3.95%

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2019

Revenue Recognition [Abstract]

Summary of Revenue Disaggregation



Year Ended December 31,

	U.S.		Canada		International		Total
2019:
Upstream	$	723	$	162	$	222	$	1,107
Midstream		1,379		42		29		1,450
Downstream		854		22		229		1,105
	$	2,956	$	226	$	480	$	3,662
2018:
Upstream	$	777	$	239	$	270	$	1,286
Midstream		1,608		48		21		1,677
Downstream		936		28		245		1,209
	$	3,321	$	315	$	536	$	4,172

Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained (Deficit) [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive (Loss) [Member]	Total
Balance at Dec. 31, 2016	$ 1	$ 1,677	$ (574)	$ (107)	$ (234)	$ 763
Balance (shares) at Dec. 31, 2016	102,000,000			8,000,000
Net income			50			50
Foreign currency translation					24	24
Shares withheld for taxes		(3)				(3)
Equity-based compensation expense		16				16
Exercise of stock options	$ 1	1				1
Dividends declared on preferred stock			(24)			(24)
Purchase of common stock				$ (68)		$ (68)
Purchase of common stock, shares				(4,000,000)		(4,074,146)
Balance at Dec. 31, 2017	$ 1	1,691	(548)	$ (175)	(210)	$ 759
Balance (shares) at Dec. 31, 2017	103,000,000			12,000,000
Net income			74			74
Foreign currency translation					(20)	(20)
Hedge accounting adjustments					(2)	(2)
Shares withheld for taxes		(5)				(5)
Equity-based compensation expense		14				14
Exercise of stock options		21				21
Exercise of stock options (shares)	2,000,000
Dividends declared on preferred stock			(24)			(24)
Purchase of common stock				$ (125)		$ (125)
Purchase of common stock, shares				(7,000,000)		(7,596,113)
Balance at Dec. 31, 2018	$ 1	1,721	(498)	$ (300)	(232)	$ 692
Balance (shares) at Dec. 31, 2018	105,000,000			19,000,000
Net income			39			39
Foreign currency translation					5	5
Hedge accounting adjustments					(5)	(5)
Shares withheld for taxes		(6)				(6)
Equity-based compensation expense		16				16
Equity-based compensation expense (shares)	1,000,000
Dividends declared on preferred stock			(24)			(24)
Purchase of common stock				$ (75)		$ (75)
Purchase of common stock, shares				(5,000,000)		(4,868,491)
Balance at Dec. 31, 2019	$ 1	$ 1,731	$ (483)	$ (375)	$ (232)	$ 642
Balance (shares) at Dec. 31, 2019	106,000,000			24,000,000		81,408,420

Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Revenue Recognition [Abstract]
Contract assets	$ 26	$ 38
Deferred revenue	$ 4	$ 6

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Maturity of Operating Lease Liabilities


Maturity of Operating Lease Liabilities
2020	$	40
2021		35
2022		27
2023		21
2024		17
After 2024		192
Total lease payments		332
Less: Interest		(131)
Present value of lease liabilities	$	201

Operating Lease Term and Discount Rate


	December 31,
Operating Lease Term and Discount Rate	2019
Weighted-average remaining lease term (years)		14
Weighted-average discount rate		7.0%

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2019 USD ($) claim lawsuit	Dec. 31, 2017 USD ($)
Loss Contingencies [Line Items]
Bank guarantees	$ 6.0
Letters of credit	33.0
Inventory-related charges	$ 5.0	$ 6.0
Asbestos Issue [Member]
Loss Contingencies [Line Items]
Number of lawsuits \| lawsuit	597
Asbestos related pending claims \| claim	1,173

Accounts Receivable (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Accounts Receivable [Abstract]
Other allowances for accounts receivable	$ 1.0	$ 1.0

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Rent expense	$ 1	$ 2	$ 2
Related Parties [Member]
Related Party Transaction [Line Items]
Future minimum rental payments, 2019	1
Certain Members Of Board Of Directors [Member]
Related Party Transaction [Line Items]
Sales to affiliates	18	34	$ 5
Receivables from affiliates	$ 1	$ 5

Income Taxes (Components of Current Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Allowance for doubtful accounts	$ 1	$ 1
Accruals and reserves	20	21
Net operating loss and tax credit carryforwards	58	54
Other	1	2
Subtotal	80	78
Valuation allowance	(64)	(60)
Total	16	18
Deferred tax liabilities:
Inventory valuation	(29)	(30)
Property, plant and equipment	(13)	(13)
Intangible assets	(63)	(70)
Total	(105)	(113)
Net deferred tax liability	$ (89)	$ (95)

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2019

Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]

Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans


	Year Ended December 31,
	2019		2018		2017
Equity-based compensation expense:
Stock options	$	-	$	-	$	2
Restricted stock awards		1		2		4
Restricted stock unit awards		10		9		8
Performance share unit awards		5		3		2
Total equity-based compensation expense	$	16	$	14	$	16
Income tax benefits related to equity-based compensation	$	4	$	3	$	6

Unrecognized Compensation Expense Under Equity-Based Compensation Plans


	Weighted-
	Average Vesting	December 31,
	Period (in years)	2019
Unrecognized equity-based compensation expense:
Restricted stock awards	0.3	$	1
Restricted stock unit awards	0.8		8
Performance share unit awards	1.3		3
Total unrecognized equity-based compensation expense		$	12

Stock Options [Member]

Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]

Schedule of Stock Option Activity


				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
		Exercise		Contractual		Intrinsic
	Options	Price		Term		Value
Stock Options					(years)		(millions)
Balance at December 31, 2018	2,450,373	$	23.81		3.5	$	-
Exercised	(1,104)		18.10
Forfeited	(230,363)		22.11
Expired	-		-
Balance at December 31, 2019	2,218,906	$	23.99		2.7	$	-


At December 31, 2019
Options outstanding, vested and exercisable	2,218,906	$	23.99		2.7	$
Options outstanding, vested and expected to vest	2,218,906		23.99		2.7

Summary of Assumptions for Options Activity


	Year Ended December 31,
	2019		2018		2017
Stock Options
Weighted-average, grant-date fair value of awards granted	$	-	$	-	$	-
Total intrinsic value of stock options exercised		767		1,722,539		633,244
Total fair value of stock options vested		-		-		10,738,309

Restricted Stock [Member]

Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]

Summary of Assumptions for Award Activity


	Year Ended December 31,
	2019		2018		2017
Restricted Stock Awards
Weighted-average, grant-date fair value of awards granted	$	18.05	$	19.28	$	18.31
Total fair value of restricted stock vested		1,461,431		4,986,620		6,473,330

Schedule of Restricted Stock Activity



		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock Awards
Nonvested at December 31, 2018	83,391	$	19.05
Granted	74,055		18.05
Vested	(81,984)		19.05
Forfeited	(1,407)		19.15
Nonvested at December 31, 2019	74,055	$	18.05

Restricted Units [Member]

Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]

Summary of Assumptions for Award Activity


	Year Ended December 31,
	2019		2018		2017
Restricted Stock Unit Awards
Weighted-average, grant-date fair value of awards granted	$	15.25	$	16.08	$	20.55
Total fair value of restricted stock units vested		9,619,773		9,187,360		6,672,405

Schedule of Restricted Stock Unit Activity


		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock Unit Awards
Nonvested at December 31, 2018	1,246,109	$	15.49
Granted	712,600		15.25
Vested	(568,156)		14.01
Forfeited	(69,171)		16.20
Nonvested at December 31, 2019	1,321,382	$	15.96

Performance Shares [Member]

Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]

Summary of Assumptions for Award Activity


	Year Ended December 31,
	2019		2018		2017
Performance Share Unit Awards
Weighted-average, grant-date fair value of awards granted	$	19.40	$	18.87	$	24.18
Total fair value of performance share units vested		5,921,169		2,349,749		-

Schedule of Performance Share Unit Activity


		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Performance Share Unit Awards
Nonvested at December 31, 2018	714,681	$	15.80
Granted	242,290		19.40
Vested (1)	(185,393)		10.45
Forfeited	(159,529)		9.69
Nonvested at December 31, 2019	612,049	$	20.60

(1)Excludes 158,661 shares awarded for performance above goals.

Goodwill and Other Intangible Assets (Schedule of Amortization of Intangible Assets) (Details) $ in Millions	Dec. 31, 2019 USD ($)
Goodwill and Other Intangible Assets [Abstract]
2020	$ 27
2021	24
2022	21
2023	21
2024	$ 20

Income Taxes (Schedule of Financial Information for Each Segment) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Abstract]
United States	$ 86	$ 95	$ 49
Foreign	(20)		(42)
Income before income taxes	$ 66	$ 95	$ 7

Accounts Receivable

12 Months Ended

Dec. 31, 2019

Accounts Receivable [Abstract]

Accounts Receivable

NOTE 3—ACCOUNTS RECEIVABLE

The rollforward of our allowance for doubtful accounts is as follows (in millions):


	December 31,
	2019		2018		2017
Beginning balance	$	4	$	4	$	3
Net charge-offs		(2)		(1)		-
Provision		2		1		1
Ending balance	$	4	$	4	$	4

Our accounts receivable is also presented net of sales returns and allowances. Those allowances approximated $1 million at December 31, 2019 and 2018.

Segment, Geographic and Product Line Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment, Geographic and Product Line Information [Abstract]

Schedule of Financial Information for Each Segment


	Year Ended December 31,
	2019		2018		2017
Sales
U.S.	$	2,956	$	3,321	$	2,860
Canada		226		315		294
International		480		536		492
Consolidated sales	$	3,662	$	4,172	$	3,646

Depreciation and amortization
U.S.	$	15	$	16	$	15
Canada		1		1		1
International		5		6		6
Total depreciation and amortization expense	$	21	$	23	$	22

Amortization of intangibles
U.S.	$	39	$	42	$	41
Canada		1		1		2
International		2		2		2
Total amortization of intangibles expense	$	42	$	45	$	45

Operating income (loss)
U.S.	$	104	$	112	$	67
Canada		(1)		9		11
International		-		6		(32)
Total operating income		103		127		46

Interest expense		(40)		(38)		(31)
Other income (expense)		3		6		(8)
Income before income taxes	$	66	$	95	$	7

Total assets by segment are as follows (in millions):


	December 31,
	2019		2018
Total assets
United States	$	1,915	$	2,088
Canada		91		124
International		319		222
Total assets	$	2,325	$	2,434

Schedule of Percentage of Net Revenues by Geographical Areas


	December 31,
	2019		2018
Property, plant and equipment
United States		78%		77%
Canada		10%		10%
International		12%		13%
Total property, plant and equipment		100%		100%

Schedule of Net Sales by Product Line


	Year Ended December 31,
	2019			2018			2017
Line pipe	$	560	15%	$	728	18%	$	685	19%
Carbon steel fittings and flanges		565	16%		683	16%		548	15%
Total carbon steel pipe, fittings and flanges		1,125	31%		1,411	34%		1,233	34%
Valves, automation, measurement and instrumentation		1,434	39%		1,553	37%		1,319	36%
Gas products		551	15%		561	13%		485	13%
Stainless steel alloy pipe and fittings		177	5%		196	5%		183	5%
General oilfield products		375	10%		451	11%		426	12%
	$	3,662		$	4,172		$	3,646

Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ (224)	$ (229)
Hedge Accounting Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(7)	(2)
Other Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(1)	(1)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ (232)	$ (232)

Income Taxes (Reconciliation of Statutory Federal Income Tax Rate) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Abstract]
Federal tax expense (benefit) at statutory rates	$ 14	$ 20	$ 2
State taxes	4	2	2
Effects of tax rate changes on existing temporary differences			(59)
Transition tax		(4)	7
Nondeductible expenses and other	3	2
Foreign operations taxed at different rates			(2)
Change in valuation allowance related to foreign losses	6	1	7
Income tax expense (benefit)	$ 27	$ 21	$ (43)
Effective tax rate	41.00%	22.00%	(614.00%)

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment


			December 31,
	Depreciable Life		2019		2018
Land and improvements	-	$	12	$	11
Building and building improvements	40 years		70		64
Machinery and equipment	3 to 10 years		155		150
Enterprise resource planning software	10 years		56		56
			293		281
Allowances for depreciation and amortization			(155)		(141)
		$	138	$	140

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in millions):


			December 31,
	Depreciable Life		2019		2018
Land and improvements	-	$	12	$	11
Building and building improvements	40 years		70		64
Machinery and equipment	3 to 10 years		155		150
Enterprise resource planning software	10 years		56		56
			293		281
Allowances for depreciation and amortization			(155)		(141)
		$	138	$	140

Building and building improvements include $10 million of non-cash leasehold improvements representing lease incentives as of December 31, 2019 and December 31, 2018.

Accounts Receivable (Summary of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts
Beginning balance	$ 4	$ 4	$ 3
Net charge-offs	(2)	(1)
Provision	2	1	1
Ending balance	$ 4	$ 4	$ 4

Employee Benefit Plans (Restricted Stock Unit Activity) (Details) - Restricted 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, Beginning Balance	1,246,109
Granted	712,600
Vested	(568,156)
Forfeited	(69,171)
Nonvested, Ending Balance	1,321,382	1,246,109
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 15.49
Granted, Weighted Average Grant-Date Fair Value	15.25	$ 16.08	$ 20.55
Vested, Weighted Average Grant-Date Fair Value	14.01
Forfeited, Weighted Average Grant-Date Fair Value	16.20
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value	$ 15.96	$ 15.49

Employee Benefit Plans (Schedule of Stock Option Activity Plans) (Details) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Beginning Balance, Options	2,450,373
Exercised, Options	(1,104)
Forfeited, Options	(230,363)
Ending Balance, Options	2,218,906	2,450,373
Options outstanding, vested and exercisable, Options	2,218,906
Options outstanding, vested and expected to vest, Options	2,218,906
Beginning Balance, Weighted Average Exercise Price	$ 23.81
Exercised, Weighted Average Exercise Price	18.10
Forfeited, Weighted Average Exercise Price	22.11
Ending Balance, Weighted Average Exercise Price	23.99	$ 23.81
Options outstanding, vested and exercisable, Weighted Average Exercise Price	23.99
Options outstanding, vested and expected to vest, Weighted Average Exercise Price	$ 23.99
Weighted Average Remaining Contractual Term	2 years 8 months 12 days	3 years 6 months
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Term	2 years 8 months 12 days
Options outstanding, vested and expected to vest, Weighted Average Remaining Contractual Term	2 years 8 months 12 days