10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO

Commission file number: 001-35479

MRC Global Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-5956993
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2 Houston Center, 909 Fannin, Suite 3100 Houston, Texas	77010
(Address of Principal Executive Offices)	(Zip Code)

(877) 294-7574

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒

The Company’s common stock is listed on the New York Stock Exchange under the symbol “MRC”. The aggregate market value of voting common stock held by non-affiliates was $2,209million as of the close of trading as reported on the New York Stock Exchange on June 28, 2013. There were 101,917,875 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding as of February 14, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement relating to the 2014 Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year covered by this report, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

		Page
	PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	18
ITEM 2.	PROPERTIES	18
ITEM 3.	LEGAL PROCEEDINGS	18
ITEM 4.	MINE SAFETY DISCLOSURES	18
	EXECUTIVE OFFICERS OF THE REGISTRANT	19
	PART II
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20
ITEM 6.	SELECTED FINANCIAL DATA	22
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	39
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	40
ITEM 9A.	CONTROLS AND PROCEDURES	40
ITEM 9B.	OTHER INFORMATION	40
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	42
ITEM 11.	EXECUTIVE COMPENSATION	42
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	43
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	43
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	43
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	44

PART I

Unless otherwise indicated or the context otherwise requires, all references to “the Company”, “MRC Global”, “MRC”, “we”, “us”, “our”, and the “registrant” refer to MRC Global Inc. and its consolidated subsidiaries.

ITEM  1.BUSINESS

General

We are the largest global industrial distributor of pipe, valves and fittings (“PVF”) and related products and services to the energy industrybased on sales and hold a leading position in our industry across each of the upstream (exploration, production and extraction of underground oil and natural gas), midstream (gathering and transmission of oil and natural gas, natural gas utilities and the storage and distribution of oil and natural gas) and downstream (crude oil refining, petrochemical processing and general industrials) sectors. We offer more than 200,000 SKUs, including an extensive array of PVF, oilfield supply, automation, instrumentation and other general and specialty industry supply products from our over 20,000 suppliers. Through our U.S., Canadian, and International segments, we serve our more than 19,000 customers through over 400 service locations throughout North America, Europe, Asia and Australasia. We are diversified by geography, the industry sectors we serve and the products we sell.

Our customers use the PVF and oilfield supplies that we supply in mission critical process applications that require us to provide a high degree of product knowledge, technical expertise and comprehensive value added services to our customers. We seek to provide best-in-class service and a one-stop shop for our customers by satisfying the most complex, multi-site needs of many of the largest companies in the energy and industrial sectors as their primary PVF supplier. We provide services such as product testing, manufacturer assessments, multiple daily deliveries, volume purchasing, inventory and zone store management and warehousing, technical support, training, just-in-time delivery, truck stocking, order consolidation, product tagging and system interfaces customized to customer and supplier specifications for tracking and replenishing inventory, engineering of control packages, and valve inspection and repair, which we believe result in deeply integrated customer relationships. We believe the critical role we play in our customers’ supply chain, together with our extensive product offering, broad global presence, customer-linked scalable information systems and efficient distribution capabilities, serve to solidify our long-standing customer relationships and drive our growth. As a result, we have an average relationship of over 20 years with our 25 largest customers.

We have benefited historically from several growth trends within the energy industry, including high levels of customer expansion and maintenance expenditures. Several factors have driven the long-term growth in spending, including underinvestment in North American energy infrastructure, production and capacity constraints, and market expectations of future improvements in the oil, natural gas, refined products, petrochemical and other industrial sectors. In addition, the products we distribute are often used in extreme operating environments, leading to the need for a regular replacement cycle. Approximately 72% of our sales are attributable to multi-year maintenance, repair and operations (“MRO”) arrangements. Our average annual retention rate for these contracts since 2000 is 95%. Depending on the nature of the activity, our MRO arrangements include both capital expenditures and operating expenses on the part of our customers.  Project activities, including facility expansions, exploration or new construction projects, are more commonly associated with a customer’s capital expenditures budget. These projects can be more sensitive to global oil and natural gas prices and general economic conditions. We mitigate our exposure to price volatility by limiting the length of any price-protected contracts andwe believe that we have the ability to pass price increases on to the marketplace.

MRC Global Inc. was incorporated in Delaware on November 20, 2006. Our principal executive office is located at 2 Houston Center, 909 Fannin Street, Suite 3100, Houston, Texas 77010. Our telephone number is (877) 294-7574. Our website address is www.mrcglobal.com. Information contained on our website is expressly not incorporated by reference into this document.

Business Strategy

Our goal is to grow our market position as an industrial distributor of PVF and related products to the energy industry. Our strategy is focused on pursuing growth. Our strategic objectives are to increase our market share by executing global preferred supplier contracts, completing acquisitions and growing organically as the PVF market grows as well as by taking market share from competitors while simultaneously rebalancing our product mix to higher margin items.

We seek to achieve our objectives by increasing the scope of geographies in which we serve or product lines we offer within PVF, as well as, through the execution of integrated supply agreements, MRO arrangements and capital projects.

Our current focus for acquisitions is on those that will broaden our international geographic footprint, in certain energy intensive regions, or those that expand our product offerings in stainless and alloy. We also consider “bolt-on” acquisitions that supplement our PVF leadership position.

We seek to extend our current product offerings to include pipe, fittings, flanges and other products (“PFF”), in our International segment to complete our global PVF offering.  

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We continually add other products and new suppliers, including alloy, chrome, stainless products, gaskets, seals, safety and other industrial supply products, into our existing set of product offerings. We are focused on higher margin products such as valves, valve automation and high alloy products.

Operations

Our business is segregated into three geographical operating segments, our U.S., Canadian, and International operations. These segments represent our business of providing PVF and related products and services to the energy and industrial industries, across each of the upstream, midstream and downstream sectors. Financial information regarding our reportable segments appears in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 13 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.

Our U.S. segment represented approximately 76% of our consolidated revenues in 2013. We maintain distribution operations throughout the country with concentrations in the most active oil and natural gas producing regions. Our network is comprised of over 130 branch locations, 8 distribution centers, 13 valve automation service centers and over 95 third-party pipe yards.

Our Canadian segment represented approximately 14% of our consolidated revenues in 2013. Our distribution operations extend throughout the western part of Canada with concentrations in Alberta and western Saskatchewan. In Canada, we have over 40 branch locations, one distribution center, one valve automation service center and 24 third-party pipe yards.

Our International segment represented approximately 10% of our consolidated revenues in 2013. This segment includes over 55 branch locations located throughout Europe, Asia, Australasia and the Middle East with six distribution centers in the United Kingdom, Norway, Singapore, the Netherlands and Australia. We also maintain 13 valve automation service centers in Europe, Asia and Australia as well as 10 pipe yards in Australia,the United Kingdom, and Norway.

Products:  We distribute a complete line of PVF products, primarily used in specialized applications in the energy infrastructure sector. The products we distribute are used in the construction, maintenance, repair and overhaul of equipment used in extreme operating conditions such as high pressure, high/low temperature and high corrosive and abrasive environments. We are required to carry significant amounts of inventory to meet the rapid delivery, often same day, requirements of our customers. The breadth and depth of our product offerings and our extensive global presence allow us to provide high levels of service to our customers. Due to our broad inventory coverage, we are able to fulfill more orders more quickly, including those with lower volume and specialty items, than we would be able to if we operated on a smaller scale or only at a local or regional level. Key product types are described below:

•Valves and Specialty Products. Products offered include ball, butterfly, gate, globe, check, needle and plug valves which are manufactured from cast steel, stainless/alloy steel, forged steel, carbon steel or cast and ductile iron. Valves are generally used in oilfield and industrial applications to control direction, velocity and pressure of fluids and gases within transmission networks. Specialty products include lined corrosion resistant piping systems, control valves, valve automation and top work components used for regulating flow and on/off service, and a wide range of steam and instrumentation products used in various process applications within our refinery, petrochemical and general industrial sectors.

•Carbon Steel Fittings and Flanges and Stainless Steel and Alloy Pipe and Fittings. Carbon steel fittings and flanges include carbon weld fittings, flanges and piping components used primarily to connect piping and valve systems for the transmission of various liquids and gases. These products are used across all the industries in which we operate. Stainless steel and alloy pipe and fittings include stainless, alloy and corrosion resistant pipe, tubing, fittings and flanges. These are used most often in the chemical, refining and power generation industries but are used across all of the sectors in which we operate. Alloy products are principally used in high-pressure, high-temperature and high-corrosion applications typically seen in process piping applications.

•Line Pipe. Carbon line pipe is typically used in high-yield, high-stress and abrasive applications such as the gathering and transmission of oil, natural gas and phosphates. Line pipe is part of our tubular product category.

•Oil Country Tubular Goods (“OCTG”). OCTG is part of our tubular product category. It includes casing (used for production and to line the well bore) and tubing pipe (used to extract oil or natural gas from wells) and is either classified as carbon or alloy depending on the grade of material.

•Other. Other includes natural gas distribution products, oilfield supplies, and other industrial products such as mill and safety and electrical supplies. Natural gas distribution products include risers, meters, polyethylene pipe and fittings and various other components and industrial supplies used primarily in the distribution of natural gas to residential and commercial customers. We offer a comprehensive range of oilfield and industrial supplies and completion equipment, and products offered include high density polyethylene pipe,  fittings and rods. Additionally, we can supply a wide range of specialized production equipment including meter runs, tanks and separators used in our upstream sector.

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Services:  We provide many of our customers with a comprehensive array of services including multiple deliveries each day, zone store management, valve tagging and significant system interfaces that directly tie the customer into our proprietary information systems. This allows us to interface with our customers’ IT systems and provide an integrated supply service. Such services strengthen our position with our customers as we become more integrated into the customer’s business and supply chain and are able to market a “total transaction value” solution rather than individual product prices.

Our comprehensive information systems, which provide for customer and supplier electronic integrations, information sharing and e-commerce applications, further strengthen our ability to provide high levels of service to our customers. In 2013, we processed over 1.6 million electronic data interface (“EDI”) customer transactions. Our highly specialized implementation group focuses on the integration of our information systems and implementation of improved business processes with those of a new customer during the initiation phase. By maintaining a specialized team, we are able to utilize best practices to implement our systems and processes, thereby providing solutions to customers in a more organized, efficient and effective manner. This approach is valuable to large, multi-location customers who have demanding service requirements.

As major integrated and large independent energy companies have implemented efficiency initiatives to focus on their core business, many of these companies have begun outsourcing certain of their procurement and inventory management requirements. In response to these initiatives and to satisfy customer service requirements, we offer integrated supply services to customers who wish to outsource all or a part of the administrative burden associated with sourcing PVF and other related products, and we also often have MRC employees on-site full-time at many customer locations. Our integrated supply group offers procurement-related services, physical warehousing services, product quality assurance and inventory ownership and analysis services.

Suppliers: We source the products we distribute from a global network of suppliers in over 35 countries. Our suppliers benefit from access to our diversified customer base and, by consolidating customer orders, we benefit from stronger purchasing power and preferred vendor programs. Our purchases from our 25 largest suppliers in 2013 approximated 43% of our total purchases, with our single largest supplier constituting approximately 6%. We are the largest customer for many of our suppliers, and we source a significant majority of the products we distribute directly from the manufacturer. The remainder of the products we distribute are sourced from manufacturer representatives, trading companies and, in some instances, other distributors.

We believe our customers and suppliers recognize us as an industry leader in part due to the quality of products we supply and for the formal processes we use to evaluate vendor performance. This vendor assessment process is referred to as the MRC Supplier Registration Process, which involves employing individuals, certified by the International Registry of Certificated Auditors, who specialize in conducting on-site assessments of our manufacturers as well as monitoring and evaluating the quality of goods produced. The result of this process is the MRC approved manufacturer’s listing (“AML”). Products from the manufacturers on this list are supplied across many of the industries we support. Given that many of our largest customers, especially those in our downstream sector, maintain their own formal AML listing, we are recognized as an important source of information sharing with our key customers regarding the results of our on-site assessment. For this reason, together with our commitment to promote high quality products that bring the best overall value to our customers, we often become the preferred provider of AML products to these customers. Many of our customers regularly collaborate with us regarding specific manufacturer performance, our own experience with vendors’ products and the results of our on-site manufacturer assessments. The emphasis placed on the MRC AML by both our customers and suppliers helps secure our central and critical position in the global PVF supply chain.

We utilize a variety of freight carriers in addition to our corporate truck fleet to ensure timely and efficient delivery of our products. With respect to deliveries of products from us to our customers, or our outbound needs, we utilize both our corporate fleet and third-party transportation providers. We utilize third parties for approximately 19% of our outbound deliveries. With respect to shipments of products from suppliers to us, or our inbound needs, we principally use third-party carriers.

Sales and Marketing: We distribute our products to a wide variety of end-users with operations in 19 countries and direct sales into over 45 countries around the world. Our broad distribution network and customer base allow us to capitalize on our extensive inventory offering. Local relationships, depth of inventory, service and timely delivery are critical to the sales process in the PVF distribution industry. Our sales efforts are customer and product driven and provide a system that is more responsive to changing customer and product needs than a traditional, fully centralized structure.

Our sales model applies a two-pronged approach to address both regional and national markets. Regional sales teams are based in our core geographic regions and are complemented by a global accounts sales team organized by sector or product expertise and focused on large regional, national or global customers. These sales teams are then supported by groups with additional specific service or product expertise, including integrated supply and implementation. Our overall sales force is then internally divided into outside and inside sales forces.

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Our over 500account managers and outside sales representatives develop relationships with prospective and existing customers in an effort to better understand their needs and to increase the number of our products specified or approved by a given customer. Outside sales representatives may be branch outside sales representatives, focused on customer relationships in specific geographies, or technical outside sales representatives, who focus on specific products and provide detailed technical support to customers. Internationally, for valve sales, the majority of our sales force is comprised of qualified engineers who are able to meet complex customer requirements, select optimal solutions from a range of products to increase customers’ efficiency and lower total product lifecycle costs.

To address the needs of our customer base, our inside sales force of over 1,000 customer service representatives is responsible for processing orders generated by new and existing customers as well as by our outside sales force. The customer service representatives develop order packages based on specific customer needs, interface with manufacturers to determine product availability, ensure on-time delivery and establish pricing of materials and services based on guidelines and predetermined metrics that management establishes.

Seasonality: Our business experiences mild seasonal effects as demand for the products we distribute is generally higher during the months of August, September and October. Demand for the products we distribute during the months of November and December and early in the year generally tends to be lower due to a lower level of activity near the end of the calendar year in the industry sectors we serve and due to winter weather disruptions. In addition, certain exploration and production (“E&P”) activities, primarily in Canada, typically experience a springtime reduction due to seasonal thaws and regulatory restrictions, limiting the ability of drilling rigs to operate effectively during these periods.

Customers: Our principal customers are companies active in the upstream, midstream and downstream sectors of the energy industry as well as in other industrial and energy sectors. Due to the demanding operating conditions in the energy industry, high costs and safety risks associated with equipment failure, customers prefer highly reliable products and vendors with established qualifications, reputation and experience. As our PVF products typically are mission critical and represent a fraction of the total cost of a given project, our customers often place a premium on service and high reliability given the high cost to them of maintenance or new project delays. We strive to build long-term relationships with our customers by maintaining our reputation as a supplier of high-quality, efficient and reliable products and value-added services and solutions.

We have a diverse customer base of over 19,000 active customers. We are not dependent on any one customer or group of customers. A majority of our customers are offered terms of net 30 days (payment is due within 30 days of the date of the invoice). Customers generally have the right to return products we have sold, subject to certain conditions and limitations, although returns have historically been immaterial to our sales. For the years ended December 31, 2013 and 2012, our 25 largest customers represented approximately half of our total sales, with our single largest customer constituting approximately 6%. For many of our largest customers, we are often their sole or primary PVF provider by sector or geography, their largest or second largest supplier in aggregate or, in certain instances, the sole provider for their upstream, midstream and downstream procurement needs. We believe that many customers for which we are not the exclusive or comprehensive U.S. sole source PVF provider will continue to reduce their number of suppliers in an effort to reduce costs and administrative burdens and focus on their core operations. As such, we believe these customers will seek to select PVF distributors with the most extensive product offering and broadest geographic presence. Furthermore, we believe our business will benefit as companies in the energy industry continue to consolidate and the larger, resulting companies look to larger distributors such as ourselves as their sole or primary source PVF provider.

Backlog:We determine backlog by the amount of unshipped customer orders, either specific or general in nature (including orders held under pipe programs), which the customer may revise or cancel in certain instances.  Our backlog at December 31, 2013 was $758 million including $470 million, $90 million and $198 million in our US, Canadian and International segments, respectively. Our backlog at December 31, 2012 was $664 million including $455 million, $62 million and $147 million in our US, Canadian and International segments, respectively. There can be no assurance that the backlog amounts will ultimately be realized as revenue or that we will earn a profit on the backlog of orders, but we expect that substantially all of the sales in our backlog will be realized in 2014.

Competition: We are the largest PVF distributor to the energy industry based on sales. The broad PVF distribution industry is fragmented and includes large, nationally recognized distributors, major regional distributors and many smaller local distributors. The principal methods of competition include offering prompt local service, fulfillment capability, breadth of product and service offerings, price and total costs to the customer. Our competitors include nationally recognized PVF distributors, such asNational Oilwell Distribution (a division of National Oilwell Varco, Inc.), Ferguson Enterprises (a subsidiary of Wolseley, plc), Marubeni-Itochu, and Sumitomo, several large regional or product-specific competitors and many local, family-owned PVF distributors.

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Employees: Including our recent acquisitions, we have approximately 5,150 employees of which 214 employees belong to a union and are covered by collective bargaining agreements. We also have 74 employees in Australia that are not members of a union but are covered by union negotiated agreements. We consider our relationships with our employees to be good.

For a breakdown of our annual revenues by geography, see “Note 13—Segment, Geographic and Product Line Information” to the audited consolidated financial statements as of December 31, 2013.

Environmental Matters

We are subject to a variety of federal, state, local, foreign and provincial environmental, health and safety laws, regulations and permitting requirements, including those governing the discharge of pollutants or hazardous substances into the air, soil or water, the generation, handling, use, management, storage and disposal of, or exposure to, hazardous substances and wastes, the responsibility to investigate, remediate, monitor and clean up contamination and occupational health and safety. Fines and penalties may be imposed for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. Historically, the costs to comply with environmental and health and safety requirements have not been material to our financial position, results of operations or cash flows. We are not aware of any pending environmental compliance or remediation matters that, in the opinion of management, are reasonably likely to have a material effect on our business, financial position or results of operations or cash flows. However, the failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, employee, neighbor or other third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions.

Under certain laws and regulations, such as the U.S. federal Superfund law or its foreign equivalents, the obligation to investigate, remediate, monitor and clean up contamination at a facility may be imposed on current and former owners, lessees or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be imposed without regard to fault or to the legality of the activities giving rise to the contamination. Although we are not aware of any active litigation against us under the U.S. federal Superfund law or its state or foreign equivalents, contamination has been identified at several of our current and former facilities, and we have incurred and will continue to incur costs to investigate, remediate, monitor and clean up these conditions. Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our prior, existing or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. We believe that indemnities contained in certain of our acquisition agreements may cover certain environmental conditions existing at the time of the acquisition subject to certain terms, limitations and conditions. However, if these indemnification provisions terminate or if the indemnifying parties do not fulfill their indemnification obligations, we may be subject to liability with respect to the environmental matters that those indemnification provisions address.

In addition, environmental, health and safety laws and regulations applicable to our business and the business of our customers, including laws regulating the energy industry, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition or results of operations. Should environmental laws and regulations, or their interpretation or enforcement, become more stringent, our costs, or the costs of our customers, could increase, which may have a material adverse effect on our business, financial position, results of operations or cash flows.

In particular, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, at the international, national, regional and state levels. In 2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which established a binding set of emission targets for greenhouse gases, became binding on the countries that ratified it. Attention is now focused on the development of a post-2012 international policy framework to guide international action to address climate change when the Kyoto Protocol expired in 2012. Certain states and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions from certain sectors or facility categories or mandating the increased use of electricity from renewable energy sources. Similar legislation has been proposed at the federal level. In addition, the U.S Environmental Protection Agency (“EPA”) has implemented regulations that require permits for and reductions in greenhouse gas emissions for certain categories of emission sources, the most recent of which became effective in August 2012. Pursuant to the terms of a settlement agreement, the EPA is in the process of finalizing greenhouse gas emissions standards, known as New Source Performance Standards (“NSPS”), for new power plants and plans to propose and issue NSPS for existing power plants by June 2014 and finalize them a year later.  The settlement agreement also calls for NSPS for greenhouse gas emissions from oil refineries; however the EPA has not proposed such NSPS to date. NSPS for other oil refinery emissions were issued by the EPA pursuant to the settlement agreement in September 2012 and became effective in November 2012 with minor amendments effective in December 2013. These laws and regulations could negatively impact the market for the products we distribute and, consequently, our business.

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In addition, federal, state, local, foreign and provincial laws, regulations and permitting requirements have been adopted or are being considered that could impose more stringent permitting, disclosure, wastewater and other waste disposal and well construction and testing requirements on hydraulic fracturing, a practice involving the injection of water containing certain other substances into rock formations (after perforating the formation with explosive charges) to stimulate production of hydrocarbons, particularly natural gas, from shale basin regions. Other states and the federal government are considering regulating this practice. These regulations include a variety of well construction, set back, wastewater disposal, emissions, baseline sampling, operational and disclosure requirements limiting how fracturing can be performed and requiring various degrees of disclosures regarding the contents of chemicals injected into the rock formations, as well as moratoria on all hydraulic fracturing activity. Any increased federal, regional or state regulation of hydraulic fracturing could reduce the demand for our products in these regions.

Exchange Rate Information

In this report, unless otherwise indicated, foreign currency amounts are converted into U.S. dollar amounts at the exchange rates in effect on December 31, 2013 and 2012 for balance sheet figures. Income statement figures are converted on a monthly basis, using each month’s average conversion rate.

Available Information

Our website is located at www.mrcglobal.com. We make available free of charge on or through our internet website our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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ITEM 1A.    RISK FACTORS

You should carefully consider the following risk factors as well as the other risks and uncertainties contained in this Annual Report on
Form 10-K or in our other SEC filings.  The occurrence of one or more of these risks or uncertainties could materially and adversely affect our business, financial condition and operating results. In this Annual Report on Form 10-K, unless the context expressly requires a different reading, when we state that a factor could “adversely affect us”, have a “material adverse effect”, “adversely affect our business” and similar expressions, we mean that the factor could materially and adversely affect our business, financial condition,  operating results and cash flows. Information contained in this section may be considered “forward-looking statements”. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Note Regarding Forward-Looking Statements” for a discussion of certain qualifications regarding forward looking statements.

Risks Related to Our Business

Decreased capital and other expenditures in the energy industry, which can result from decreased oil and natural gas prices, among other things, can adversely impact our customers’ demand for our products and our revenue.

A large portion of our revenue depends upon the level of capital and operating expenditures in the oil and natural gas industry, including capital and other expenditures in connection with exploration, drilling, production, gathering, transportation, refining and processing operations. Demand for the products we distribute and services we provide is particularly sensitive to the level of exploration, development and production activity of, and the corresponding capital and other expenditures by, oil and natural gas companies. A material decline in oil or natural gas prices could depress levels of exploration, development and production activity and, therefore, could lead to a decrease in our customers’ capital and other expenditures. If our customers’ expenditures decline, our business will suffer.

Volatile oil and gas prices affect demand for our products.

Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of other factors that are beyond our control. Any sustained decrease in capital expenditures in the oil and natural gas industry could have a material adverse effect on us.

Many factors affect the supply of and demand for energy and, therefore, influence oil and natural gas prices, including:

•the level of domestic and worldwide oil and natural gas production and inventories;

•the level of drilling activity and the availability of attractive oil and natural gas field prospects, which governmental actions may affect, such as regulatory actions or legislation, or other restrictions on drilling, including those related to environmental concerns (e.g., a temporary moratorium on deepwater drilling in the Gulf of Mexico following a rig accident or oil spill);

•the discovery rate of new oil and natural gas reserves and the expected cost of developing new reserves;

•the actual cost of finding and producing oil and natural gas;

•depletion rates;

•domestic and worldwide refinery overcapacity or undercapacity and utilization rates;

•the availability of transportation infrastructure and refining capacity;

•increases in the cost of products and services that the oil and gas industry uses, such as those that we provide, which may result from increases in the cost of raw materials such as steel;

•shifts in end-customer preferences toward fuel efficiency and the use of natural gas;

•the economic or political attractiveness of alternative fuels, such as coal, hydrocarbon, wind, solar energy and biomass-based fuels;

•increases in oil and natural gas prices or historically high oil and natural gas prices, which could lower demand for oil and natural gas products;

•worldwide economic activity including growth in non-OECD countries, including (among others) China and India;

•interest rates and the cost of capital;

•national government policies, including government policies that could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets;

•the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and prices for oil;

•the impact of armed hostilities, or the threat or perception of armed hostilities;

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•environmental regulation;

•technological advances;

•global weather conditions and natural disasters;

•currency fluctuations; and

•tax policies.

Oil and natural gas prices have been and are expected to remain volatile. This volatility has historically caused oil and natural gas companies to change their strategies and expenditure levels from year to year. We have experienced in the past, and we will likely experience in the future, significant fluctuations in operating results based on these changes. In particular, volatility in the oil and natural gas sectors could adversely affect our business.

General economic conditions may adversely affect our business.

U.S. and global general economic conditions affect many aspects of our business, including demand for the products we distribute and the pricing and availability of supplies. General economic conditions and predictions regarding future economic conditions also affect our forecasts. A decrease in demand for the products we distribute or other adverse effects resulting from an economic downturn may cause us to fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business and customers include interest rates, recession, inflation, deflation, customer credit availability, consumer credit availability, consumer debt levels, performance of housing markets, energy costs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability and other matters that influence our customers’ spending. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in magnitude. In addition, worldwide economic conditions could have an adverse effect on our business, prospects, operating results, financial condition, and cash flows going forward. Continued adverse economic conditions would have an adverse effect on us.

We may be unable to compete successfully with other companies in our industry.

We sell products and services in very competitive markets. In some cases, we compete with large companies with substantial resources. In other cases, we compete with smaller regional players that may increasingly be willing to provide similar products and services at lower prices. Competitive actions, such as price reductions, consolidation in the industry, improved delivery and other actions, could adversely affect our revenue and earnings. We could experience a material adverse effect to the extent that our competitors are successful in reducing our customers’ purchases of products and services from us. Competition could also cause us to lower our prices, which could reduce our margins and profitability. Furthermore, consolidation in our industry could heighten the impacts of the competition on our business and results of operations discussed above, particularly if consolidation results in competitors with stronger financial and strategic resources and could also result in increases to the prices we are required to pay for acquisitions we may make in the future.

Demand for the products we distribute could decrease if the manufacturers of those products were to sell a substantial amount of goods directly to end users in the sectors we serve.

Historically, users of PVF and related products have purchased certain amounts of these products through distributors and not directly from manufacturers. If customers were to purchase the products that we sell directly from manufacturers, or if manufacturers sought to increase their efforts to sell directly to end users, we could experience a significant decrease in profitability. These or other developments that remove us from, or limit our role in, the distribution chain, may harm our competitive position in the marketplace, reduce our sales and earnings and adversely affect our business.

We may experience unexpected supply shortages.

We distribute products from a wide variety of manufacturers and suppliers. Nevertheless, in the future we may have difficulty obtaining the products we need from suppliers and manufacturers as a result of unexpected demand or production difficulties that might extend lead times. Also, products may not be available to us in quantities sufficient to meet our customer demand. Our inability to obtain products from suppliers and manufacturers in sufficient quantities, or at all, could adversely affect our product offerings and our business.

We may experience cost increases from suppliers, which we may be unable to pass on to our customers.

In the future, we may face supply cost increases due to, among other things, unexpected increases in demand for supplies, decreases in production of supplies or increases in the cost of raw materials or transportation. Any inability to pass supply price increases on to our customers could have a material adverse effect on us. For example, we may be unable to pass increased supply costs on to our customers because significant amounts of our sales are derived from stocking program arrangements, contracts and MRO

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arrangements, which provide our customers time limited price protection, which may obligate us to sell products at a set price for a specific period. In addition, if supply costs increase, our customers may elect to purchase smaller amounts of products or may purchase products from other distributors. While we may be able to work with our customers to reduce the effects of unforeseen price increases because of our relationships with them, we may not be able to reduce the effects of the cost increases. In addition, to the extent that competition leads to reduced purchases of products or services from us or a reduction of our prices, and these reductions occur concurrently with increases in the prices for selected commodities which we use in our operations, including steel, nickel and molybdenum, the adverse effects described above would likely be exacerbated and could result in a prolonged downturn in profitability.

We do not have contracts with most of our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.

Given the nature of our business, and consistent with industry practice, we do not have contracts with most of our suppliers. We generally make our purchases through purchase orders. Therefore, most of our suppliers have the ability to terminate their relationships with us at any time. Approximately 43% of our total purchases during the year ended December 31, 2013 were from our 25 largest suppliers. Although we believe there are numerous manufacturers with the capacity to supply the products we distribute, the loss of one or more of our major suppliers could have an adverse effect on our product offerings and our business. Such a loss would require us to rely more heavily on our other existing suppliers or develop relationships with new suppliers, which may cause us to pay higher prices for products due to, among other things, a loss of volume discount benefits currently obtained from our major suppliers.

Price reductions by suppliers of products that we sell could cause the value of our inventory to decline. Also, these price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the extent that we purchased our inventory of these products at the higher prices prior to supplier price reductions.

The value of our inventory could decline as a result of manufacturer price reductions with respect to products that we sell. There is no assurance that a substantial decline in product prices would not result in a write-down of our inventory value. Such a write-down could have an adverse effect on our financial condition.

Also, decreases in the market prices of products that we sell could cause customers to demand lower sales prices from us. These price reductions could reduce our margins and profitability on sales with respect to the lower-priced products. Reductions in our margins and profitability on sales could have a material adverse effect on us.

A substantial decrease in the price of steel could significantly lower our gross profit or cash flow.

We distribute many products manufactured from steel. As a result, the price and supply of steel can affect our business and, in particular, our tubular product category. When steel prices are lower, the prices that we charge customers for products may decline, which affects our gross profit and cash flow. At times pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, fluctuations in and the costs of raw materials necessary to produce steel, steel manufacturers’ plant utilization levels and capacities, import duties and tariffs and currency exchange rates. Increases in manufacturing capacity for the tubular products could put pressure on the prices we receive for our tubular products. When steel prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sales prices and, consequently, lower gross profit and cash flow.

If steel prices rise, we may be unable to pass along the cost increases to our customers.

We maintain inventories of steel products to accommodate the lead time requirements of our customers. Accordingly, we purchase steel products in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. Our commitments to purchase steel products are generally at prevailing market prices in effect at the time we place our orders. If steel prices increase between the time we order steel products and the time of delivery of the products to us, our suppliers may impose surcharges that require us to pay for increases in steel prices during the period. Demand for the products we distribute, the actions of our competitors and other factors will influence whether we will be able to pass on steel cost increases and surcharges to our customers, and we may be unsuccessful in doing so.

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We do not have long-term contracts or agreements with many of our customers. The contracts and agreements that we do have generally do not commit our customers to any minimum purchase volume. The loss of a significant customer may have a material adverse effect on us.

Given the nature of our business, and consistent with industry practice, we do not have long-term contracts with many of our customers. In addition, our contracts, including our MRO contracts, generally do not commit our customers to any minimum purchase volume. Therefore, a significant number of our customers, including our MRO customers, may terminate their relationships with us or reduce their purchasing volume at any time. Furthermore, the long-term customer contracts that we do have are generally terminable without cause on short notice. Our 25 largest customers represented approximately half of our sales for the year ended December 31, 2013. The products that we may sell to any particular customer depend in large part on the size of that customer’s capital expenditure budget in a particular year and on the results of competitive bids for major projects. Consequently, a customer that accounts for a significant portion of our sales in one fiscal year may represent an immaterial portion of our sales in subsequent fiscal years. The loss of a significant customer, or a substantial decrease in a significant customer’s orders, may have an adverse effect on our sales and revenue. In addition, we are subject to customer audit clauses in many of our multi-year contracts. If we are not able to provide the proper documentation or support for invoices per the contract terms, we may be subject to negotiated settlements with our major customers.

Changes in our customer and product mix could cause our gross profit percentage to fluctuate.

From time to time, we may experience changes in our customer mix or in our product mix. Changes in our customer mix may result from geographic expansion, daily selling activities within current geographic markets and targeted selling activities to new customer segments. Changes in our product mix may result from marketing activities to existing customers and needs communicated to us from existing and prospective customers. If customers begin to require more lower-margin products from us and fewer higher-margin products, our business, results of operations and financial condition may suffer.

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for expected credit losses, we cannot assure these reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

We may be unable to successfully execute or effectively integrate acquisitions.

One of our key operating strategies is to selectively pursue acquisitions, including large scale acquisitions, to continue to grow and increase profitability. However, acquisitions, particularly of a significant scale, involve numerous risks and uncertainties, including intense competition for suitable acquisition targets, the potential unavailability of financial resources necessary to consummate acquisitions in the future, increased leverage due to additional debt financing that may be required to complete an acquisition, dilution of our stockholders’ net current book value per share if we issue additional equity securities to finance an acquisition, difficulties in identifying suitable acquisition targets or in completing any transactions identified on sufficiently favorable terms, assumption of undisclosed or unknown liabilities and the need to obtain regulatory or other governmental approvals that may be necessary to complete acquisitions. In addition, any future acquisitions may entail significant transaction costs and risks associated with entry into new markets.

Even when acquisitions are completed, integration of acquired entities can involve significant difficulties, such as:

•failure to achieve cost savings or other financial or operating objectives with respect to an acquisition;

•strain on the operational and managerial controls and procedures of our business, and the need to modify systems or to add management resources;

•difficulties in the integration and retention of customers or personnel and the integration and effective deployment of operations or technologies;

•amortization of acquired assets, which would reduce future reported earnings;

•possible adverse short-term effects on our cash flows or operating results;

•diversion of management’s attention from the ongoing operations of our business;

•integrating personnel with diverse backgrounds and organizational cultures;

•coordinating sales and marketing functions;

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•failure to obtain and retain key personnel of an acquired business; and

•assumption of known or unknown material liabilities or regulatory non-compliance issues.

Failure to manage these acquisition growth risks could have an adverse effect on us.

Our significant indebtedness may affect our ability to operate our business, and this could have a material adverse effect on us.

We have now and will likely continue to have a significant amount of indebtedness. As of December 31, 2013, we had total debt outstanding of $986.8 million, borrowing availability of $776.9 million under our credit facilities and total liquidity (borrowing capacity plus cash on hand) of $802.1 million. We may incur significant additional indebtedness in the future. If new indebtedness is added to our current indebtedness, the risks described below could increase. Our significant level of indebtedness could have important consequences, such as:

•limiting our ability to obtain additional financing to fund our working capital, acquisitions, expenditures, debt service requirements or other general corporate purposes;

•limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;

•limiting our ability to compete with other companies who are not as highly leveraged;

•subjecting us to restrictive financial and operating covenants in the agreements governing our and our subsidiaries’ long-term indebtedness;

•exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, results of operations and financial condition;

•increasing our vulnerability to a downturn in general economic conditions or in pricing of our products; and

•limiting our ability to react to changing market conditions in our industry and in our customers’ industries.

In addition, borrowings under our credit facilities bear interest at variable rates. If market interest rates increase, the variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. Our interest expense for the year ended December 31, 2013 was $60.7 million.

Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets, properties and systems software, as well as to provide capacity for the growth of our business, depends on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and financial, business, competitive, legal and other factors. Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may seek to sell assets to fund our liquidity needs but may not be able to do so. We may also need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

In addition, we are and will be subject to covenants contained in agreements governing our present and future indebtedness. These covenants include and will likely include restrictions on:

•investments;

•prepayment of certain indebtedness;

•the granting of liens;

•the incurrence of additional indebtedness;

•asset sales;

•the making of fundamental changes;

•transactions with affiliates; and

•the payment of dividends.

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In addition, any defaults under our credit facilities, including our global asset-based lending facility (“Global ABL Facility”), our senior secured term loan B (“Term Loan”) or our other debt could trigger cross defaults under other or future credit agreements and may permit acceleration of our other indebtedness. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. For a description of our credit facilities and indebtedness, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

We are a holding company and depend upon our subsidiaries for our cash flow.

We are a holding company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Consequently, our cash flow and our ability to meet our obligations or to pay dividends or make other distributions in the future will depend upon the cash flow of our subsidiaries and our subsidiaries’ payment of funds to us in the form of dividends, tax sharing payments or otherwise. In addition, McJunkin Red Man Corporation, our direct subsidiary and the primary obligor under our Global ABL Facility and our Term Loan, is also dependent to a significant extent on the cash flow of its subsidiaries to meet its debt service obligations.

The ability of our subsidiaries to make any payments to us will depend on their earnings, the terms of their current and future indebtedness, tax considerations and legal and contractual restrictions on the ability to make distributions. In particular, our subsidiaries’ credit facilities currently impose significant limitations on the ability of our subsidiaries to make distributions to us and consequently our ability to pay dividends to our stockholders. Subject to limitations in our credit facilities, our subsidiaries may also enter into additional agreements that contain covenants prohibiting them from distributing or advancing funds or transferring assets to us under certain circumstances, including to pay dividends.

Our subsidiaries are separate and distinct legal entities. Any right that we have to receive any assets of or distributions from any of our subsidiaries upon the bankruptcy, dissolution, liquidation or reorganization, or to realize proceeds from the sale of their assets, will be junior to the claims of that subsidiary’s creditors, including trade creditors and holders of debt that the subsidiary issued.

Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.

Changes in our credit profile may affect the way our suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices, particularly given our high level of outstanding indebtedness. Given the large dollar amounts and volume of our purchases from suppliers, a change in payment terms may have a material adverse effect on our liquidity and our ability to make payments to our suppliers and, consequently, may have a material adverse effect on us.

If tariffs and duties on imports into the U.S. of line pipe, OCTG or certain of the other products that we sell are lifted, we could have too many of these products in inventory competing against less expensive imports.

U.S. law currently imposes tariffs and duties on imports from certain foreign countries of line pipe and OCTG and, to a lesser extent, on imports of certain other products that we sell. If these tariffs and duties are lifted or reduced or if the level of these imported products otherwise increases, and our U.S. customers accept these imported products, we could be materially and adversely affected to the extent that we would then have higher-cost products in our inventory or increased supplies of these products drive down prices and margins. If prices of these products were to decrease significantly, we might not be able to profitably sell these products, and the value of our inventory would decline. In addition, significant price decreases could result in a significantly longer holding period for some of our inventory.

We are subject to strict environmental, health and safety laws and regulations that may lead to significant liabilities and negatively impact the demand for our products.

We are subject to a variety of federal, state, local, foreign and provincial environmental, health and safety laws; regulations and permitting requirements, including those governing the discharge of pollutants or hazardous substances into the air, soil or water, the generation, handling, use, management, storage and disposal of, or exposure to, hazardous substances and wastes, the responsibility to investigate and clean up contamination and occupational health and safety. Regulations and courts may impose fines and penalties for non-compliance with applicable environmental, health and safety requirements and the failure to have or to comply with the terms and conditions of required permits. Our failure to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions.

Certain laws and regulations, such as the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “U.S. federal Superfund law”) or its state and foreign equivalents, may impose the obligation to investigate and remediate contamination at a facility on current and former owners or operators or on persons who may have sent waste to that facility for disposal. These laws and regulations may impose liability without regard to fault or to the legality of the activities giving rise to the

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contamination. Although we are not aware of any active litigation against us under the U.S. federal Superfund law or its state or foreign equivalents, contamination has been identified at several of our current and former facilities, and we have incurred and will continue to incur costs to investigate and remediate these conditions.

Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. We believe that indemnities contained in certain of our acquisition agreements may cover certain environmental conditions existing at the time of the acquisition, subject to certain terms, limitations and conditions. However, if these indemnification provisions terminate or if the indemnifying parties do not fulfill their indemnification obligations, we may be subject to liability with respect to the environmental matters that those indemnification provisions address.

In addition, environmental, health and safety laws and regulations applicable to our business and the business of our customers, including laws regulating the energy industry, and the interpretation or enforcement of these laws and regulations, are constantly evolving. It is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have on us. Should environmental laws and regulations, or their interpretation or enforcement, become more stringent, our costs, or the costs of our customers, could increase, which may have a material adverse effect on us.

In particular, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, at the international, national, regional and state levels. In 2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which established a binding set of emission targets for greenhouse gases, became binding on the countries that ratified it. Attention is now focused on the development of a post-2012 international policy framework to guide international action to address climate change when the Kyoto Protocol expired in 2012. Certain states and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions from certain sectors or facility categories or mandating the increased use of electricity from renewable energy sources. Similar legislation has been proposed at the federal level. In addition, the EPA has implemented regulations that require permits for and reductions in greenhouse gas emissions for certain categories of emission sources, the most recent of which became effective in August 2012. Pursuant to the terms of a settlement agreement, the EPA is in the process of finalizing greenhouse gas emissions standards, known as NSPS, for new power plants and plans to propose NSPS for existing power plants by June 2014 and finalize them a year later.  The settlement agreement also calls for NSPS for greenhouse gas emissions from oil refineries; however the EPA has not proposed such NSPS to date. NSPS for other oil refinery emissions were issued by the EPA pursuant to the settlement agreement in September 2012 and became effective in November 2012 with minor amendments effective in December 2013. These laws and regulations could negatively impact the market for the products we distribute and, consequently, our business.

In addition, federal, state, local, foreign and provincial laws, regulations and permitting requirements have been adopted or are being considered that could impose more stringent permitting, disclosure, wastewater disposal and well construction requirements on hydraulic fracturing, a practice involving the injection of water containing certain other substances into rock formations (after perforating the formation with explosive charges) to stimulate production of hydrocarbons, particularly natural gas, from shale basin regions. These effective and potential regulations include a variety of well construction, set back, wastewater disposal, emissions, baseline sampling, operational and disclosure requirements limiting how fracturing can be performed and requiring various degrees of disclosures regarding the contents of chemicals injected into the rock formations, as well as moratoria on all hydraulic fracturing activity. Any increased federal, regional or state regulation of hydraulic fracturing could significantly reduce the demand for our products in the high-growth shale regions of the U.S.

We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

In the ordinary course of business, we have and in the future may become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, the products we distribute, employees and other matters, including potential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our operations. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of the businesses. The products we distribute are sold primarily for use in the energy industry, which is subject to inherent risks that could result in death, personal injury, property damage, pollution, release of hazardous substances or loss of production. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution, release of hazardous substances or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.

We maintain insurance to cover certain of our potential losses, and we are subject to various self-retentions, deductibles and caps under our insurance. It is possible, however, that judgments could be rendered against us in cases in which we would be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for these matters. Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on us. Furthermore, we may not be able to continue to obtain insurance on commercially reasonable terms in the future, and we may incur losses from interruption of our business that exceed our insurance coverage. Even in cases where we maintain insurance coverage, our insurers may raise various objections and exceptions to coverage that could make uncertain the timing and amount of any possible insurance recovery. Finally, while we may have insurance

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coverage, we cannot guarantee that the insurance carrier will have the financial wherewithal to pay a claim otherwise covered by insurance, and as a result we may be responsible for any such claims.

Due to our position as a distributor, we are subject to personal injury, product liability and environmental claims involving allegedly defective products.

Our customers use certain of the products we distribute in potentially hazardous applications that can result in personal injury, product liability and environmental claims. A catastrophic occurrence at a location where end users use the products we distribute may result in us being named as a defendant in lawsuits asserting potentially large claims, even though we did not manufacture the products. Applicable law may render us liable for damages without regard to negligence or fault. In particular, certain environmental laws provide for joint and several and strict liability for remediation of spills and releases of hazardous substances. Certain of these risks are reduced by the fact that we are a distributor of products that third-party manufacturers produce, and, thus, in certain circumstances, we may have third-party warranty or other claims against the manufacturer of products alleged to have been defective. However, there is no assurance that these claims could fully protect us or that the manufacturer would be able financially to provide protection. There is no assurance that our insurance coverage will be adequate to cover the underlying claims. Our insurance does not provide coverage for all liabilities (including liability for certain events involving pollution or other environmental claims).

We are a defendant in asbestos-related lawsuits. Exposure to these and any future lawsuits could have a material adverse effect on us.

We are a defendant in lawsuits involving approximately 930 claims, arising from exposure to asbestos-containing materials included in products that we distributed in the past. Each claim involves allegations of exposure to asbestos-containing materials by a single individual, his or her spouse or family members. The complaints in these lawsuits typically name many other defendants. In the majority of these lawsuits, little or no information is known regarding the nature of the plaintiffs’ alleged injuries or their connection with the products we distributed. Based on our experience with asbestos litigation to date, as well as the existence of certain insurance coverage, we do not believe that the outcome of these pending claims will have a material impact on us. However, the potential liability associated with asbestos claims is subject to many uncertainties, including negative trends with respect to settlement payments, dismissal rates and the types of medical conditions alleged in pending or future claims, negative developments in the claims pending against us, the current or future insolvency of co-defendants, adverse changes in relevant laws or the interpretation of those laws and the extent to which insurance will be available to pay for defense costs, judgments or settlements. Further, while we anticipate that additional claims will be filed against us in the future, we are unable to predict with any certainty the number, timing and magnitude of future claims. Therefore, we can give no assurance that pending or future asbestos litigation will not ultimately have a material adverse effect on us. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations, Commitments and Contingencies—Legal Proceedings” and “Item 3—Legal Proceedings” for more information.

If we lose any of our key personnel, we may be unable to effectively manage our business or continue our growth.

Our future performance depends to a significant degree upon the continued contributions of our management team and our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. In particular, we rely on our sales and marketing teams to create innovative ways to generate demand for the products we distribute. The loss or unavailability to us of any member of our management team or a key sales or marketing employee could have a material adverse effect on us to the extent we are unable to timely find adequate replacements. We face competition for these professionals from our competitors, our customers and other companies operating in our industry. We may be unsuccessful in attracting, hiring, training and retaining qualified personnel.

Interruptions in the proper functioning of our information systems could disrupt operations and cause increases in costs or decreases in revenues.

The proper functioning of our information systems is critical to the successful operation of our business. We depend on our information management systems to process orders, track credit risk, manage inventory and monitor accounts receivable collections. Our information systems also allow us to efficiently purchase products from our vendors and ship products to our customers on a timely basis, maintain cost-effective operations and provide superior service to our customers. However, our information systems are vulnerable to natural disasters, power losses, telecommunication failures and other problems. If critical information systems fail or are otherwise unavailable, our ability to procure products to sell, process and ship customer orders, identify business opportunities, maintain proper levels of inventories, collect accounts receivable and pay accounts payable and expenses could be adversely affected. In addition, the cost to repair, modify or replace all or part of our information systems or consolidate one or more systems onto one information technology platform, whether by necessity or choice, would require a significant cash investment on the part of the Company. Our ability to integrate our systems with our customers’ systems would also be significantly affected. We maintain information systems controls designed to protect against, among other things, unauthorized program changes and unauthorized access to data on our information systems. If our information systems controls do not function properly, we face increased risks of unexpected errors and unreliable financial data or theft of proprietary Company information.

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The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information or damage to our Company’s image, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our Company’s reputation and image, and private data exposure. We have implemented solutions, processes, and procedures to help mitigate this risk, but these measures, as well as our organization’s increased awareness of our risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident.

The loss of third-party transportation providers upon whom we depend, or conditions negatively affecting the transportation industry, could increase our costs or cause a disruption in our operations.

We depend upon third-party transportation providers for delivery of products to our customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, increases in fuel prices and adverse weather conditions, could increase our costs and disrupt our operations and our ability to service our customers on a timely basis. We cannot predict whether or to what extent increases or anticipated increases in fuel prices may impact our costs or cause a disruption in our operations going forward.

We may need additional capital in the future, and it may not be available on acceptable terms, or at all.

We may require more capital in the future to:

•fund our operations;

•finance investments in equipment and infrastructure needed to maintain and expand our distribution capabilities;

•enhance and expand the range of products we offer; and

•respond to potential strategic opportunities, such as investments, acquisitions and international expansion.

We can give no assurance that additional financing will be available on terms favorable to us, or at all. The terms of available financing may place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness.

Adverse weather events or natural disasters could negatively affect our local economies or disrupt our operations.

Certain areas in which we operate are susceptible to adverse weather conditions or natural disasters, such as hurricanes, tornadoes, floods and earthquakes. These events can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. Additionally, we may experience communication disruptions with our customers, vendors and employees. These events can cause physical damage to our branches and require us to close branches. Additionally, our sales order backlog and shipments can experience a temporary decline immediately following these events.

We cannot predict whether or to what extent damage caused by these events will affect our operations or the economies in regions where we operate. These adverse events could result in disruption of our purchasing or distribution capabilities, interruption of our business that exceeds our insurance coverage, our inability to collect from customers and increased operating costs. Our business or results of operations may be adversely affected by these and other negative effects of these events.

We have a substantial amount of goodwill and other intangible assets recorded on our balance sheet, partly because of acquisitions and business combination transactions. The amortization of acquired intangible assets will reduce our future reported earnings. Furthermore, if our goodwill or other intangible assets become impaired, we may be required to recognize charges that would reduce our income.

As of December 31, 2013, we had $1.3 billion of goodwill and other intangibles recorded on our balance sheet. A substantial portion of these intangible assets results from our use of purchase accounting in connection with the acquisitions we have made over the past several years. In accordance with the purchase accounting method, the excess of the cost of an acquisition over the fair value of identifiable tangible and intangible assets is assigned to goodwill. The amortization expense associated with our identifiable intangible assets will have a negative effect on our future reported earnings. Many other companies, including many of our competitors, may not have the significant acquired intangible assets that we have because they may not have participated in recent acquisitions and business combination transactions similar to ours. Thus, the amortization of identifiable intangible assets may not negatively affect their reported earnings to the same degree as ours.

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Additionally, under generally accepted accounting principles, goodwill and certain other long lived intangible assets are not amortized, but must be reviewed for possible impairment annually, or more often in certain circumstances where events indicate that the asset values are not recoverable. These reviews could result in an earnings charge for impairment, which would reduce our net income even though there would be no impact on our underlying cash flow.

We face risks associated with conducting business in markets outside of North America.

We currently conduct substantial business in countries outside of North America. In addition, we are evaluating the possibility of establishing distribution networks in certain other foreign countries, particularly in Europe, Asia, the Middle East and South America. We could be materially and adversely affected by economic, legal, political and regulatory developments in the countries in which we do business in the future or in which we expand our business, particularly those countries which have historically experienced a high degree of political or economic instability. Examples of risks inherent in such non-North American activities include:

•changes in the political and economic conditions in the countries in which we operate, including civil uprisings and terrorist acts;

•unexpected changes in regulatory requirements;

•changes in tariffs;

•the adoption of foreign or domestic laws limiting exports to or imports from certain foreign countries;

•fluctuations in currency exchange rates and the value of the U.S. dollar;

•restrictions on repatriation of earnings;

•expropriation of property without fair compensation;

•governmental actions that result in the deprivation of contract or proprietary rights; and

•the acceptance of business practices which are not consistent with or are antithetical to prevailing business practices we are accustomed to in North America including export compliance and anti-bribery practices and governmental sanctions.

If we begin doing business in a foreign country in which we do not presently operate, we may also face difficulties in operations and diversion of management time in connection with establishing our business there.

We are subject to U.S. and other anti-corruption laws, trade controls, economic sanctions, and similar laws and regulations, including those in the jurisdictions where we operate. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.

Doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various foreign jurisdictions. These laws and regulations place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”), export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. It also requires us to keep books and records that accurately and fairly reflect the Company’s transactions. As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the provisions of the United Kingdom Bribery Act (the “Bribery Act”) extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. The provisions of the Bribery Act are also more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Our continued expansion outside the U.S., including in developing countries, and our development of new partnerships and joint venture relationships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future.

Economic sanctions programs restrict our business dealings with certain sanctioned countries, persons and entities. In addition, because we act as a distributor, we face the risk that our customers might further distribute our products to a sanctioned person or entity, or an ultimate end-user in a sanctioned country, which might subject us to an investigation concerning compliance with OFAC or other sanctions regulations.

Violations of anti-corruption and trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and international anti-corruption and trade control laws and regulations, including the FCPA, the Bribery Act and

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trade controls and sanctions programs administered by OFAC, and have trained our employees to comply with these laws and regulations. However, there can be no assurance that all of our employees, consultants, agents or other associated persons will not take actions in violation of our policies and these laws and regulations, and that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local, strategic or joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could have a material adverse effect on our reputation, business, financial condition and results of operations. In addition, various state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries, persons and entities, which could adversely affect the market for our common stock and other securities.

We face risks associated with international instability and geopolitical developments.

In some countries, there is an increased chance for economic, legal or political changes that may adversely affect the performance of our services, sale of our products or repatriation of our profits. We do not know the impact that these regulatory, geopolitical and other factors may have on our business in the future and any of these factors could adversely affect us.

We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Section 404 of the Sarbanes-Oxley Act requires us to annually evaluate our internal controls systems to allow management to report on, and our independent auditors to audit, our internal controls over financial reporting. This is not a static process as we change our processes each year or acquire new companies that have different controls than our controls. Upon completion of this process each year, we may identify control deficiencies of varying degrees of severity under applicable U.S. Securities and Exchange Commission (“SEC”) and Public Company Accounting Oversight Board (“PCAOB”) rules and regulations that remain unremediated. We are required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a significant deficiency or combination of significant deficiencies in internal control over financial reporting that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

We could suffer a loss of confidence in the reliability of our financial statements if we or our independent registered public accounting firm reports a material weakness in our internal controls, if we do not develop and maintain effective controls and procedures or if we are otherwise unable to deliver timely and reliable financial information. Any loss of confidence in the reliability of our financial statements or other negative reaction to our failure to develop timely or adequate disclosure controls and procedures or internal controls could result in a decline in the price of our common stock. In addition, if we fail to remedy any material weakness, our financial statements may be inaccurate, we may face restricted access to the capital markets and our stock price may be adversely affected.

The SEC’s move toward a single set of international accounting standards could materially impact our results of operations.

The SEC continues to review the possibility of convergence to a single set of international accounting standards (such as International Financial Reporting Standards (“IFRS”)). The associated changes in regulatory accounting may negatively impact the way we record revenues, expenses, assets and liabilities. Currently, under IFRS, the last in, first out (“LIFO”) method of valuing inventory is not permitted. If we had ceased valuing our inventory under the LIFO method at December 31, 2013, we would have been required to make tax payments approximating $129.8 million over the subsequent four years.

We do not currently intend to pay dividends in the foreseeable future.

It is uncertain when, if ever, we will declare dividends to our stockholders. We do not currently intend to pay dividends in the foreseeable future. Our ability to pay dividends is constrained by our holding company structure under which we are dependent on our subsidiaries for payments. Additionally, we and our subsidiaries are parties to credit agreements which restrict our ability and their ability to pay dividends. See “Item 5—Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

Compliance with and changes in laws and regulations in the countries in which we operate could have a significant financial impact and affect how and where we conduct our operations.

We have operations in the U.S. and in 19 countries that can be impacted by expected and unexpected changes in the business and legal environments in the countries in which we operate. Compliance with and changes in laws, regulations, and other legal and business issues could impact our ability to manage our costs and to meet our earnings goals. Compliance related matters could also limit our

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ability to do business in certain countries. Changes that could have a significant cost to us include new legislation, new regulations, or a differing interpretation of existing laws and regulations, changes in tax law or tax rates, the unfavorable resolution of tax assessments or audits by various taxing authorities, the expansion of currency exchange controls, export controls or additional restrictions on doing business in countries subject to sanctions in which we operate or intend to operate.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM  2.PROPERTIES

In North America, we operate a modified hub and spoke model that is centered around our nine distribution centers in the U.S and Canada with more than 170 branch locations which have inventory and local employees. Our U.S. network is comprised of over 130branch locations and 8 distribution centers. We own our Charleston, WV corporate office and our Nitro, WV and Houston, TX (Darien Street) distribution centers and lease the remaining six distribution centers. In Canada, we have over 40 branch locations and we own our one distribution center in Nisku, Alberta, Canada. We own less than 15% of our branch locations as we primarily lease the facilities.

Outside North America, we operate through a network of over 55 branch locations located throughout Europe, Asia, Australasia and the Middle East, including sixdistribution centers in each of the United Kingdom, Norway, Singapore, the Netherlands and Australia. We also maintain an operations center for our international operations in Bradford, United Kingdom. We own our Brussels, Belgium location and the remainder of our locations are leased.

Our Company maintains its principal executive office at 2 Houston Center, 909 Fannin Street, Suite 3100, Houston, Texas, 77010 and also maintains corporate offices in Charleston, WV, and in Tulsa, OK. All three locations have corporate functions such as accounting, human resources, legal and information technology. We also maintain operations centers for our Canadian operations in Calgary, Alberta and for our international operations in Bradford, United Kingdom.

ITEM  3.LEGAL 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 material pending legal proceedings that upon resolution are likely to have a material effect on our business, financial condition, results of operations or cash flows.

Also, from time to time, in the ordinary course of our business, our customers may claim that the products that 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. 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 the opinion of management, the ultimate disposition of these claims and proceedings are not expected to have a material adverse effect on our financial position, results of operations or cash flows.

For information regarding asbestos cases in which we are a defendant and other claims and proceedings, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations, Commitments and Contingencies—Legal Proceedings” and “Note 15—Commitments and Contingencies” to our audited consolidated financial statements included elsewhere in this report.

ITEM  4.MINE SAFETY DISCLOSURES

Not applicable.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age, period of service and the title of each of our executive officers as of February 21, 2014 are listed below.

Andrew R. Lane, age 54,has served as our president and chief executive officer (“CEO”) since September 2008 and our chairman of the board since December 2009. He has also served as a director of MRC Global Inc. since September 2008. From December 2004 to December 2007, he served as executive vice president and chief operating officer of Halliburton Company, where he was responsible for Halliburton’s overall operational performance. Prior to that, he held a variety of leadership roles within Halliburton. Mr. Lane received a B.S. in mechanical engineering from Southern Methodist University in 1981 (cum laude). He also completed the Advanced Management Program (A.M.P.) at Harvard Business School in 2000.

James E. Braun, age 54, has served as our executive vice president and chief financial officer since November 2011. Prior to joining the Company, Mr. Braun served as chief financial officer of Newpark Resources, Inc. since 2006. Newpark provides drilling fluids and other products and services to the oil and gas exploration and production industry, both inside and outside of the U.S. Before joining Newpark, Mr. Braun held a variety of leadership positions with Baker Hughes Incorporated, a leading provider of drilling, formation evaluation, completion and production products and services to the worldwide oil and gas industry. Mr. Braun is a CPA and was formerly a partner with Deloitte & Touche. Mr. Braun received a B.A. in accounting from the University of Illinois at Urbana-Champaign.

Daniel J. Churay, age 51, has served as our executive vice president corporate affairs, general counsel and corporate secretary since May 2012. In his current role, Mr. Churay manages the Company’s human resources, legal, risk and compliance, external and government affairs and certain shared services functions. He also acts as corporate secretary to the Company’s board of directors. Prior to May 2012, Mr. Churay served as executive vice president and general counsel since August 2011 and as our corporate secretary since November 2011. From December 2010 to June 2011, he served as president and CEO of Rex Energy Corporation, an independent oil and gas company. From September 2002 to December 2010, Mr. Churay served as executive vice president, general counsel and secretary of YRC Worldwide Inc., a transportation and logistics company. Mr. Churay received a bachelor’s degree in economics from the University of Texas and a juris doctorate from the University of Houston Law Center, where he was a member of the Law Review.

Gary A. Ittner, age 61, has served as executive vice president of supply chain management since August 2013.  Prior to this role, he served as executive vice president of corporate strategy, mergers and acquisitions since September 2012. From September 2010 to May 2012, he served as our executive vice president of global supply chain management and as our chief administrative officer. Prior to that, he served as our executive vice president—supply chain management from October 2008 to September 2010.  Mr. Ittner began working at MRC in 1971 following his freshman year at the University of Cincinnati and joined MRC full-time following his graduation in 1974.

Rory M. Isaac, age 63, has served as executive vice president – international operations since July 2013.  Mr. Isaac has served as executive vice president of corporate strategy, mergers and acquisitions from September 2012 to June 2013. Prior to this role, Mr. Isaac served as the executive vice president of global business development since December 2008. Prior to December 2008, he served in a variety of leadership positions within the Company since 1981.  Mr. Isaac attended the Citadel.

Alan Colonna, age 56,has served as our executive vice president of global business development and U.S. operations since August 2013.  Prior to this role, he served as our executive vice president of global business development and supply chain management since September 2012. From 2009 through September 2012, he served as the senior regional vice president of the Gulf Coast U.S. region. Prior to that he held a variety of leadership and operational positions with the Company. Mr. Colonna graduated from Cal Poly San Luis Obispo, California in 1982.

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PART II

ITEM  5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MRC Global Inc.  common stock began trading on the New York Stock Exchange on April 12, 2012 following an initial public offering at a price of $21.00 which subsequently closed on April 17, 2012. The following table illustrates the high and low sales prices for the subsequent quarters.

	2013
	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
Common stock sale price
High	$            33.11	$                    34.14	$               29.11	$                32.70
Low	$            26.86	$                    26.48	$               23.15	$                26.51
	2012
		Second Quarter (from April 12, 2012)	Third Quarter	Fourth Quarter
High		$                    21.50	$               25.82	$                28.55
Low		$                    19.04	$               20.02	$                21.60

As of February 5, 2014, there were 250 holders of record of the Company’s common stock.

Our board of directors has not declared any dividends during 2012 or 2013 and currently has no intention to declare any dividends.

McJunkin Red Man Corporation’s Global ABL Facility and Term Loan restrict our ability to declare cash dividends. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, cash flows, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.

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PERFORMANCE GRAPH

The graph below compares the cumulative total shareholder return on our common stock to the S&P 500 Index and the Dow Jones U.S. Industrial Suppliers Index. The total shareholder return assumes $100 invested on April 12, 2012, the date our stock first traded following our initial public offering, in MRC Global Inc., the S&P 500 Index and the Dow Jones U.S. Industrial Suppliers Index. It also assumes reinvestment of all dividends. The results shown in the graph below are not necessarily indicative of future performance.

Comparison of Cumulative Total Return

This information shall not be deemed to be ‘‘soliciting material’’ or to be ‘‘filed’’ with the SEC or subject to Regulation 14A (17 CFR 240.14a-1-240.14a-104), other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act (15 U.S.C. 78r).

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented below have been derived from the consolidated financial statements of MRC Global Inc. that have been prepared using accounting principles generally accepted in the United States of America which have been audited by Ernst & Young LLP, our independent registered public accounting firm. This data should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this report.  

	Year Ended December 31,
	2013	2012	2011	2010	2009
	(dollars in millions, except per share amounts)
Statement of Operations Data:
Sales	$             5,230.8	$             5,570.8	$             4,832.4	$             3,845.5	$             3,661.9
Cost of sales	4,276.0	4,557.1	4,124.2	3,327.4	3,113.9
Gross profit	954.8	1,013.7	708.2	518.1	548.0
Selling, general and administrative expenses	643.0	606.7	513.6	451.7	411.6
Goodwill and intangibles impairment charges	-	-	-	-	386.1
Operating income (loss)	311.8	407.0	194.6	66.4	(249.7)
Other (expenses) income:
Interest expense	(60.7)	(112.5)	(136.8)	(139.6)	(116.5)
Loss on early extinguishment of debt	-	(114.0)	-	-	-
Expenses associated with refinancing	(5.1)	(1.7)	(9.5)	-	-
Change in fair value of derivative instruments	4.7	2.2	7.0	(4.9)	8.9
Other, net	(13.8)	0.7	0.5	2.9	2.5
Income (loss) before income taxes	236.9	181.7	55.8	(75.2)	(354.8)
Income taxes	84.8	63.7	26.8	(23.4)	(15.0)
Net income (loss)	$                152.1	$                118.0	$                  29.0	$                 (51.8)	$               (339.8)
Earnings (loss) per share amounts:
Basic	$                  1.50	$                  1.22	$                  0.34	$                 (0.61)	$                 (4.30)
Diluted	$                  1.48	$                  1.22	$                  0.34	$                 (0.61)	$                 (4.30)
Weighted average shares, basic (in thousands)	101,712	96,465	84,417	84,384	79,067
Weighted average shares, diluted (in thousands)	102,522	96,925	84,655	84,384	79,067
Dividends	$                       -	$                       -	$                       -	$                       -	$                  0.04

	Year Ended December 31,
	2013	2012	2011	2010	2009
Balance Sheet Data:
Cash	$                 25.2	$                 37.1	$                 46.1	$                 56.2	$                 56.2
Working capital (1)	1,083.9	1,200.5	1,074.7	842.6	930.2
Total assets	3,335.7	3,369.7	3,229.9	2,991.2	3,083.2
Long-term obligations (2)	986.8	1,256.6	1,526.7	1,360.2	1,452.6
Stockholders' equity	1,338.3	1,185.9	720.8	689.8	743.9

	Year Ended December 31,
	2013	2012	2011	2010	2009
Other Financial Data:
Net cash flow:
Operating activities	$                323.6	$                240.1	$               (102.9)	$                112.7	$                505.5
Investing activities	(69.4)	(183.0)	(48.0)	(16.2)	(66.9)
Financing activities	(265.0)	(60.5)	140.6	(98.2)	(393.9)

(1)Working capital is defined as current assets less current liabilities.

(2)Includes current portion of long-term debt.  

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including, but not limited to, those set forth under “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A—Risk Factors” and elsewhere in this report. All references throughout this section (and elsewhere in this report) to amounts available for borrowing under various credit facilities refer to amounts actually available for borrowing after giving effect to any borrowing base limitations that eachfacility imposes.  

Cautionary Note Regarding Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations (as well as other sections of this Annual Report on Form 10-K) contain forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward-looking statements include those preceded by, followed by or including the words “will,” “expect,” “intended,” “anticipated,” “believe,” “project,” “forecast,” “propose,” “plan,” “estimate,” “enable,” and similar expressions, including, for example, statements about our business strategy, our industry, our future profitability, growth in the industry sectors we serve, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions, and estimates and projections of future activity and trends in the oil and natural gas industry. These forward-looking statements are not guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, most of which are difficult to predict and many of which are beyond our control, including the factors described under “Item 1A - Risk Factors”, that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things: 

•decreases in oil and natural gas industry expenditure levels, which may result from decreased oil and natural gas prices or other factors;

•increased usage of alternative fuels, which may negatively affect oil and natural gas industry expenditure levels;

•decreases in oil and natural gas prices;

•U.S. and international general economic conditions;

•our ability to compete successfully with other companies in our industry;

•the risk that manufacturers of the products we distribute will sell a substantial amount of goods directly to end users in the industry sectors we serve;

•unexpected supply shortages;

•cost increases by our suppliers;

•our lack of long-term contracts with most of our suppliers; 

•suppliers’ price reductions of products that we sell, which could cause the value of our inventory to decline;

•decreases in steel prices, which could significantly lower our profit;

•increases in steel prices, which we may be unable to pass along to our customers which could significantly lower our profit;

•our lack of long-term contracts with many of our customers and our lack of contracts with customers that require minimum purchase volumes;

•changes in our customer and product mix;

•risks related to our customers’ creditworthiness;

•the success of our acquisition strategies;

•the potential adverse effects associated with integrating acquisitions into our business and whether these acquisitions will yield their intended benefits;

•our significant indebtedness;

•the dependence on our subsidiaries for cash to meet our debt obligations;

•changes in our credit profile;

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•a decline in demand for certain of the products we distribute if import restrictions on these products are lifted;

•environmental, health and safety laws and regulations and the interpretation or implementation thereof;

•the sufficiency of our insurance policies to cover losses, including liabilities arising from litigation;

•product liability claims against us;

•pending or future asbestos-related claims against us;

•the potential loss of key personnel;

•interruption in the proper functioning of our information systems;

•loss of third-party transportation providers;

•potential inability to obtain necessary capital;

•risks related to adverse weather events or natural disasters;

•impairment of our goodwill or other intangible assets;

•adverse changes in political or economic conditions in the countries in which we operate;

•exposure to U.S. and international laws and regulations, including the Foreign Corrupt Practices Act and the U.K. Bribery Act and other economic sanctions programs;

" risks associated with international instability and geopolitical developments;

•risks relating to ongoing evaluations of internal controls required by Section 404 of the Sarbanes-Oxley Act; 

•the impact on us of the SEC’s move toward convergence with IFRS;

•our intention not to pay dividends; and

•the occurrence of cybersecurity incidents.

Undue reliance should not be placed on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent law requires.

Overview

We are the largest global industrial distributor, based on sales, of PVF and related products and services to the energyindustry and hold a leading position in our industry across each of the upstream (exploration, production and extraction of underground oil and natural gas), midstream (gathering and transmission of oil and natural gas, natural gas utilities and the storage and distribution of oil and natural gas) and downstream (crude oil refining, petrochemical and chemical, processing and general industrials) sectors. Our business is segregated into three geographical segments consisting of our U.S., Canadian, and International operations. We serve our customers in over 400 service locations. We offer a wide array of PVF and oilfield supplies encompassing a complete line of products from our global network of suppliers to our more than 19,000 customers. We are diversified by geography, the industry sectors we serve and the products we sell. We seek to provide best-in-class service to our customers by satisfying the most complex, multi-site needs of many of the largest companies in the energy and industrial sectors as their primary PVF supplier. We believe the critical role we play in our customers’ supply chain, together with our extensive product offering, broad global presence, customer-linked scalable information systems and efficient distribution capabilities, serve to solidify our long-standing customer relationships and drive our growth. As a result, we have an average relationship of over 20 years with our 25 largest customers.

Key Drivers of Our Business

Our revenues are predominantly derived from the sale of PVF and other oilfield and industrial supplies to the energy sector in North America, Europe, Asia and Australasia. Our business is therefore dependent upon both the current conditions and future prospects in the energy industry and, in particular, maintenance and expansionary operating and capital expenditures by our customers in the upstream, midstream and downstream sectors of the industry. Long-term growth in spending has been, and we believe will continue to be, driven by several factors, including underinvestment in global energy infrastructure, growth in shale and unconventional exploration and production (“E&P”) activity, and anticipated strength in the oil, natural gas, refined products, petrochemical and other industrial sectors. The outlook for future oil, natural gas, refined products, petrochemical and other industrial PVF spending is influenced by numerous factors, including the following:

•Oil and Natural Gas Prices. Sales of PVF and related products to the oil and natural gas industry constitute a significant portion of our sales. As a result, we depend upon the oil and natural gas industry and its ability and willingness to make maintenance and capital expenditures to explore for, produce and process oil and natural gas and refined products. Oil and

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natural gas prices, both current and projected, along with the costs necessary to produce oil and gas, impact other drivers of our business, including E&P spending, additions and maintenance to pipeline mileage, refinery utilization and petrochemical and other industrial processing activity.

•Economic Conditions. The demand for the products we distribute is dependent on the general economy, the energy and industrials sectors and other factors. Changes in the general economy or in the energy and industrials sectors (domestically or internationally) can cause demand for the products we distribute to materially change.

•Customer, Manufacturer and Distributor Inventory Levels of PVF and Related Products. Customer, manufacturer and distributor inventory levels of PVF and related products can change significantly from period to period. Increases in our customers’ inventory levels can have an adverse effect on the demand for the products we distribute when customers draw from their inventory rather than purchase new products. Reduced demand, in turn, would likely result in reduced sales volume and profitability. Increased inventory levels by manufacturers or other distributors can cause an oversupply of PVF and related products in the industry sectors we serve and reduce the prices that we are able to charge for the products we distribute. Reduced prices, in turn, would likely reduce our profitability. Conversely, decreased customer and manufacturer inventory levels may ultimately lead to increased demand for our products and would likely result in increased sales volumes and overall profitability.

•  Steel Prices, Availability and Supply and Demand. Fluctuations in steel prices can lead to volatility in the pricing of the products we distribute, especially carbon steel tubular products, which can influence the buying patterns of our customers. A majority of the products we distribute contain various types of steel. The worldwide supply and demand for these products, or other steel products that we do not supply, impacts the pricing and availability of our products and, ultimately, our sales and operating profitability.

Recent Trends and Outlook

During  2013, the average oil price of West Texas Intermediate (“WTI”) was relatively stable at $97.78 compared to $94.05 per barrel in 2012.  Despite the relative strength of oil prices, U.S. drilling activity decreased 8% in 2013 as compared to 2012. Natural gas prices increased to an average price of $3.73/Mcf (Henry Hub) for 2013 compared to $2.75/Mcf (Henry Hub) for 2012.  However, the current price has increased to approximately $5.00/Mcf (Henry Hub).  Rig activity continues to be heavily weighted toward oil relative to natural gas, with oil drilling representing 78% of the total U.S. rig count during 2013 compared to 71% for 2012.  Because of the increased natural gas pricing, we anticipate this trend could start to reverse modestly in 2014.

In 2013, we completed our strategic initiative to focus on our higher margin product lines and reduce exposure to the oil country tubular goods (“OCTG”) business.  As a result of this strategy, OCTG represented only 9% of total sales in 2013 compared to 13% in 2012.  The impact of this rebalancing effort was to reduce our OCTG sales by $251 million in 2013 as compared to 2012. 

In July 2013, we completed the acquisition of Dan H. Brown, Inc. d/b/a Flow Control Products (“Flow Control”).  Flow Control is a leading provider in pneumatic and electro-hydraulic valve automation packages and related field support to the Permian Basin.  We are expanding our existing facility in Odessa, Texas, into a 110,000 square foot regional distribution center.  When completed in 2014, the Flow Control business will begin to operate from this newly expanded facility.

Internationally, we have transformed our business through two recent acquisitions, Stream AS (“Stream”), a $260 million acquisition, in January 2014 and Flangefitt Stainless Ltd. (“Flangefitt”) in December 2013.  Stream, headquartered in Norway, is the leading PVF distributor and provider of flow control products, solutions and services to the offshore and oil and gas industry on the Norwegian Continental Shelf (“NCS”), the world’s largest offshore sector.  The Stream acquisition provides a platform for growth in offshore applications where our major customers have been very active.  Flangefitt, headquartered in Warrington, England, with a location in Aberdeen, Scotland is a leading PFF distributor to the oil and gas industry.   The Flangefitt acquisition complements our existing U.K. based, MRC Transmark valve business as well as the Stream Energy Piping business.  Both acquisitions provide a full range of PVF to serve both of the NCS and the U.K. Continental Shelf sectors as well as global projects with high-end alloy PFF requirements. 

In January 2014, we terminated a profit sharing agreement with respect to certain oilfield supply and service stores in western Canada.  This profit sharing agreement required us to make annual profit sharing payments to Europump Systems, Inc. (“Europump”) related to PVF sales in the heavy oil region of Canada.  In conjunction with the termination of this agreement, we sold our progressive cavity pump (“PCP”) distribution and servicing business to Europump, our primary supplier of PCP pumps. We believe this divestiture will allow us to focus on our core business of supplying PVF products and services to the energy and industrial markets.  We expect the impact of this divestiture to be a reduction in sales of approximately $82 million in 2014; however, through the elimination of costs associated with the business, including the profit sharing payments to Europump, we expect the impact of the sale will have a modestly accretive impact on profitability going forward.  However, we do anticipate a first quarter 2014 pre-tax charge of approximately $7 million ($4.6 million after-tax) associated with the termination of the profit sharing agreement.

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We determine backlog by the amount of unshipped customer orders, either specific or general in nature (including orders held under pipe programs), which the customer may revise or cancel in certain instances.  Our backlog at December 31, 2013 was $758 million including $470 million, $90 million and $198 million in our US, Canadian and International segments, respectively. Our backlog at December 31, 2012 was $664 million including $455 million, $62 million and $147 million in our US, Canadian and International segments, respectively. There can be no assurance that the backlog amounts will ultimately be realized as revenue or that we will earn a profit on the backlog of orders, but we expect that substantially all of the sales in our backlog will be realized in 2014.

There have been several recent changes in the competitive landscape.  In September, National Oilwell Varco, Inc. announced plans to spin off its distribution business as a separate standalone public company (DistributionNOW).  In addition, Marubeni-Itochu, a venture between two of Japan’s largest trading houses, agreed to buy Sooner, Inc., the largest U.S. distributor of pipe and tubing (OCTG) for the oil and gas industry.  Finally, in November, Sumitomo, a large Japanese conglomerate, acquired Edgen Group, further expanding Sumitomo’s global presence in the upstream, midstream and downstream sectors.

The following table shows key industry indicators for the years ended December 31, 2013, 2012 and 2011:

	Year Ended December 31,
	2013	2012	2011
Average Rig Count (1):
United States	1,761	1,919	1,875
Canada	359	364	422
Total North America	2,120	2,283	2,297
International	1,296	1,234	1,167
Total Worldwide	3,416	3,517	3,464
Average Commodity Prices (2):
WTI crude oil (per barrel)	$           97.98	$           94.05	$           94.91
Brent crude oil (per barrel)	$         108.56	$         111.63	$         111.26
Natural gas ($/Mcf)	$             3.73	$             2.75	$             4.00
Well Counts (1)	35,676	36,824	N/A
Average Monthly U.S. Well Permits (3)	5,871	5,251	5,811
3:2:1 Crack Spread (4)	$           23.57	$           29.34	$           25.11
_______________________
(1) Source-Baker Hughes (www.bakerhughes.com) (Total rig count includes oil, natural gas and other rigs.)
(2) Source-Department of Energy, EIA (www.eia.gov)
(3) Source-Rig Data (U.S.)
(4) Source-Bloomberg

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Results of Operations for the years ended December 31, 2013, 2012 and 2011

The breakdown of our sales by sector for the years ended December 31, 2013, 2012 and 2011 was as follows (in millions):

	Year Ended December 31,
	2013		2012		2011
Upstream	$         2,314.9	44%	$         2,534.7	46%	$    2,257.7	47%
Midstream	1,491.0	29%	1,526.2	27%	1,269.5	26%
Downstream and other industrials	1,424.9	27%	1,509.9	27%	1,305.2	27%
	$         5,230.8	100%	$         5,570.8	100%	$    4,832.4	100%

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

For the years ended December 31, 2013 and 2012 the following table summarizes our results of operations (in millions):

	Year Ended December 31,
	2013	2012	$ Change	% Change
Sales:
U.S.	$         3,967.6	$         4,238.4	$           (270.8)	(6.4%)
Canada	709.4	765.2	(55.8)	(7.3%)
International	553.8	567.2	(13.4)	(2.4%)
Consolidated	$         5,230.8	$         5,570.8	$           (340.0)	(6.1%)
Operating income:
U.S.	$            280.1	$            358.3	$             (78.2)	(21.8%)
Canada	20.9	27.2	(6.3)	(23.2%)
International	10.8	21.5	(10.7)	(49.8%)
Consolidated	311.8	407.0	(95.2)	(23.4%)
Interest expense	(60.7)	(112.5)	51.8	(46.0%)
Loss on early extinguishment of debt	-	(114.0)	114.0	N/M
Expenses associated with refinancing	(5.1)	(1.7)	(3.4)	N/M
Other (expense) income	(9.1)	2.9	(12.0)	N/M
Income tax expense	(84.8)	(63.7)	(21.1)	33.1%
Net income	$            152.1	$            118.0	$              34.1	28.9%
Adjusted Gross Profit (1)	$         1,009.0	$         1,057.7	$             (48.7)	(4.6%)
Adjusted EBITDA (1)	$            386.4	$            463.2	$             (76.8)	(16.6%)

(1)Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures. For a reconciliation of these measures to an equivalent GAAP measure, see pages 28-30 herein.

Sales. Sales include the revenue recognized from the sales of the products we distribute, services to customers and freight billings to customers, less cash discounts taken by customers in return for their early payment of our invoices to them. Our sales were $5,230.8million for the year ended December 31, 2013 as compared to $5,570.8 million for the year ended December 31, 2012.

U.S. Segment—Our U.S. sales decreased $270.8 million to $3,967.6 million for 2013 from $4,238.4 million for 2012. The 6%decrease reflected a planned $273 million reduction in OCTG sales resulting from our strategy to rebalance our sales and inventories away from this more volatile, lower margin portion of our business.  In addition, our line pipe sales declined $78 million as a result of our upstream and midstream customers’ decreased spending in 2013.  Our 2013 sales benefitted from the June and December 2012 and July 2013 acquisitions of the business of Chaparral Supply LLC, Production Specialty Services (“PSS”) and Flow Control which collectively contributed an incremental $160 million of sales.  The remaining decrease was driven by lower capital spending by our customers during 2013. 

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Canadian Segment—Our Canadian sales decreased $55.8 million to $709.4 million for 2013 from $765.2 million for 2012. Over one-third of the overall 7% decrease was the result of a decline in the Canadian dollar relative to the U.S. dollar.  The remainder of the 7%decrease was due to a longer than normal spring break-up as well as a decline in project sales particularly in the tar sands region of northern Alberta. 

International Segment—Our International sales decreased $13.4 million to $553.8 million for 2013 from $567.2 million for 2012. The March 2012 and December 2013 acquisitions of the Piping Systems division of OneSteel (“MRC PSA”) and Flangefitt Stainless Ltd accounted for $29 million in incremental revenues.  Excluding the impact of these acquisitions, sales declined $43 million, or 8%, reflecting weaker demand particularly in parts of Australia where we experienced reduced customer spending in the mining and oil and gas sectors.  Over 40% of this $43 million decrease was a result of a decrease in the Australian dollar relative to the U.S. dollar.

Gross Profit. Our gross profit was $954.8 million (18.3% of sales) for the year ended December 31, 2013 as compared to $1,013.7million (18.2% of sales) for the year ended December 31, 2012. The decrease in gross profit dollars was driven by the decrease in sales discussed above.

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 who may include these expenses as a component of costs of goods sold. Purchasing and warehousing activities costs approximated $37.2 million and $34.8 million for the years ended December 31, 2013 and 2012, respectively.  

Adjusted Gross Profit. Adjusted Gross Profit decreased to $1,009.0 million (19.3% of sales) for 2013 from $1,057.7 million (19.0% of sales) for 2012, a decrease of $48.7 million. Adjusted Gross Profit is a non-GAAP financial measure. We define Adjusted Gross Profit as sales, less cost of sales, plus depreciation and amortization, plus amortization of intangibles, and plus or minus the impact of our last-in, first-out (“LIFO”) inventory costing methodology. We present Adjusted Gross Profit because we believe it is a useful indicator of our operating performance without regard to items, such as amortization of intangibles, that can vary substantially from company to company depending upon the nature and extent of acquisitions they have been involved in. Similarly, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize the LIFO method and depending upon which method they may elect. In particular, we believe that Adjusted Gross Profit is a useful indicator of our operating performance because Adjusted Gross Profit measures our Company’s operating performance without regard to acquisition transaction-related amortization expenses. We use Adjusted Gross Profit as a key performance indicator in managing our business. We believe that gross profit is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted Gross Profit.

The following table reconciles Adjusted Gross Profit with our gross profit, as derived from our financial statements (in millions):

	Year Ended December 31,
		Percentage		Percentage
	2013	of Revenue	2012	of Revenue
Gross profit, as reported	$            954.8	18.3%	$         1,013.7	18.2%
Depreciation and amortization	22.3	0.4%	18.6	0.3%
Amortization of intangibles	52.1	1.0%	49.5	0.9%
Decrease in LIFO reserve	(20.2)	(0.4%)	(24.1)	(0.4%)
Adjusted Gross Profit	$         1,009.0	19.3%	$         1,057.7	19.0%

Selling, General and Administrative (“SG&A”) Expenses. Costs such as salaries, wages, employee benefits, rent, utilities, communications, insurance, fuel and taxes (other than state and federal income taxes) that are necessary to operate our branch and corporate operations are included in selling, general and administrative expenses. Also contained in this category are certain items that are nonoperational in nature, including certain costs of acquiring and integrating other businesses. Our SG&A expenses were $643.0million (12.3% of sales) for the year ended December 31, 2013 as compared to $606.7 million (10.9% of sales) for the year ended December 31, 2012.  Approximately $24 million of the $36 million increase was attributable to the incremental SG&A expenses of our March and December 2012 and July 2013 acquisitions of MRC PSA, PSS and Flow Control.  Our 2013 SG&A also reflects $5 million of expenses associated with the accelerated recognition of stock based compensation triggered by the November 2013 sale of common stock by our private equity sponsor, as well as,  a $2 million charge related to the separation of an executive officer, and expenses incurred in the integration of our Australian business.

Operating Income. Operating income was $311.8 million for the year ended December 31, 2013, as compared to operating income of $407.0 million for the year ended December 31, 2012, a decrease of $95.2 million.

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U.S. Segment—Operating income for our U.S. segment decreased to $280.1 million for 2013 from $358.3 million for 2012. The decline of $78.2 million was driven by a decrease in salescombined with  an increase in SG&A expenses associated with our acquisitions of PSS and Flow Control.

Canadian Segment—Operating income for our Canadian segment decreased to $20.9 million for 2013 from $27.2 million for 2012. The decline of $6.3 million was driven by a decrease in sales offset, in part, by a corresponding decrease in SG&A expenses.

International Segment—Operating income for our International segment decreased to $10.8 million for 2013 from $21.5 million in 2012. The $10.7 million decline was driven by a declinein sales as well as an increase in SG&A expenses, including costs incurred in the integration of our Australian operations.  

Interest Expense. Our interest expense was $60.7 million for the year ended December 31, 2013 as compared to $112.5 million for the year ended December 31, 2012. The decrease in interest expense was due to the November 2012 redemption of our 9.5% senior secured notes, which was funded by borrowings on our lower cost Term Loan B and revolving credit facilities as well as the November 2013 Term Loan re-pricing.  We also benefitted from an outstanding debt balance that was lower, on average in 2013 by approximately $278 million as compared to 2012.

Other Income (Expense). During November 2013, we incurred expenses of $5.1 million related to the re-pricing of our Term Loan B.  In addition, we recognized $12.9 million of foreign currency losses due primarily to the weaker Australian and Canadian dollars as compared to the U.S. dollar.  These losses were offset by gains on derivative transactions of $4.7 million.  During 2012, in various transactions, we purchased $188.7 million of our senior secured notes in the open market. In November 2012, we redeemed the remaining $861.3 million of senior secured notes outstanding. The purchase and redemption of the senior secured notes resulted in a loss on the early extinguishment of debt of $114.0 million. In March 2012, we refinanced certain of our credit facilities. As a result of their termination, we wrote off and expensed $1.7 million in debt issuance costs.  In December 2012, we incurred $4.4 million of expense when we terminated a defined benefit pension plan in the Netherlands.

Income Tax Expense. Our income tax expense was $84.8 million for the year ended December 31, 2013, as compared to $63.7million for the year ended December 31, 2012. Our effective tax rates were 35.8% and 35.1% for the years ended December 31,2013 and 2012, respectively. These rates generally differ from the federal statutory rate of 35% principally as a result of different tax rates in foreign tax jurisdictions and certain deductions and credits allowable for income tax purposes, partially offset by state and local income taxes and increases to the valuation allowance on our deferred tax assets. 

During 2013 we increased the deferred tax liability on our existing temporary differences by $3.1 million to recognize a higher rate at which we expect deferred taxes in certain U.S. states to be realized.  Additionally, as a result of cumulative losses incurred over the three year period ended December 31, 2013 in certain of our foreign jurisdictions, a valuation allowance of $7.7 million has been recorded in order to measure only the portion of deferred tax assets that more likely than not will be realized.

Net Income. Our net income was $152.1 million for the year ended December 31, 2013 as compared to net income of $118.0 million for the year ended December 31, 2012, an increase of $34.1 million.

Adjusted EBITDA. We define Adjusted EBITDA as net income plus interest, income taxes, depreciation and amortization, amortization of intangibles and certain other expenses (such as gains/losses on the early extinguishment of debt, changes in the fair value of derivative instruments and goodwill impairment) and plus or minus the impact of our LIFO inventory costing methodology. Adjusted EBITDA, a non-GAAP financial measure, was $386.4 million for the year ended December 31, 2013, as compared to $463.2 million for the year ended December 31, 2012. Our Adjusted EBITDA decreased $76.8 million over that period primarily due to the decrease in gross profit and other factors noted above.

We believe adjusted EBITDA provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates. We believe that net income is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted EBITDA.

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The following table reconciles Adjusted EBITDA with our net income, as derived from our financial statements (in millions):

	Year Ended December 31,
	2013	2012
Net income	$             152.1	$             118.0
Income tax expense	84.8	63.7
Interest expense	60.7	112.5
Loss on early extinguishment of debt	-	114.0
Expenses associated with refinancing	5.1	1.7
Depreciation and amortization	22.3	18.6
Amortization of intangibles	52.1	49.5
Decrease in LIFO reserve	(20.2)	(24.1)
Change in fair value of derivative instruments	(4.7)	(2.2)
Equity-based compensation expense	15.5	8.5
Executive separation expense (cash portion)	0.8	-
Insurance charge	2.0	-
Pension settlement	-	4.4
Foreign currency losses (gains)	12.9	(0.8)
Other expense (income)	3.0	(0.6)
Adjusted EBITDA	$             386.4	$             463.2

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

For the years ended December 31, 2012 and 2011 the following table summarizes our results of operations (in millions):

	Year Ended December 31,
	2012	2011	$ Change	% Change
Sales:
U.S.	$         4,238.4	$         3,849.2	$            389.2	10.1%
Canada	765.2	653.6	111.6	17.1%
International	567.2	329.6	237.6	72.1%
Consolidated	$         5,570.8	$         4,832.4	$            738.4	15.3%
Operating income:
U.S.	$            358.3	$            166.5	$            191.8	115.2%
Canada	27.2	17.4	9.8	56.3%
International	21.5	10.7	10.8	100.9%
Consolidated	407.0	194.6	212.4	109.1%
Interest expense	(112.5)	(136.8)	24.3	(17.8%)
Loss on early extinguishment of debt	(114.0)	-	(114.0)	N/M
Expenses associated with refinancing	(1.7)	(9.5)	7.8	(82.1%)
Other (expense) income	2.9	7.5	(4.6)	(61.3%)
Income tax expense	(63.7)	(26.8)	(36.9)	137.7%
Net income	$            118.0	$              29.0	$              89.0	306.9%
Adjusted Gross Profit (1)	$         1,057.7	$            849.6	$            208.1	24.5%
Adjusted EBITDA (1)	$            463.2	$            360.5	$            102.7	28.5%

(1)Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures. For a reconciliation of these measures to an equivalent GAAP measure, see pages 31-33 herein.

Sales. Sales include the revenue recognized from the sales of the products we distribute, services to customers and freight billings to customers, less cash discounts taken by customers in return for their early payment of our invoices to them. Our sales were $5,570.8million for the year ended December 31, 2012 as compared to $4,832.4 million for the year ended December 31, 2011.

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U.S. Segment—Our U.S. sales increased $389.2 million to $4,238.4 million for 2012 from $3,849.2 million for 2011. The 10%increase was due to an increase in volume related to the improved business environment, including, in particular, the upstream and midstream sectors, which were driven by activity levels in the oil and natural gas shale regions in the U.S. The acquisition of Chaparral Supply in June 2012 contributed $37.9 million to the revenue increase.

Canadian Segment—Our Canadian sales increased $111.6 million to $765.2 million for 2012 from $653.6 million for 2011. The 17%increase was due to an increase in volume related to the improved business environment, including, in particular, the upstream sector, which was driven by activity levels in the heavy oil and oil sands regions of Canada.

International Segment—Our International sales increased $237.6 million to $567.2 million for 2012 from $329.6 million for 2012. Approximately $192 million of this increase was due to the acquisitions of MRC PSA and MRC SPF in March 2012 and June 2011, respectively, while the remainder of the increase was due to an improvement in volume in the downstream sector in Europe during 2012.

Gross Profit. Our gross profit was $1,013.7 million (18.2% of sales) for the year ended December 31, 2012 as compared to $708.2million (14.7% of sales) for the year ended December 31, 2011. The 350 basis point improvement in gross profit percentage was driven, in part, by the impact of our LIFO inventory costing methodology which increased 2012 gross profit percentage by 40 basis points and decreased 2011 gross profit percentage by 150 basis points. Excluding the impact of LIFO, as well as depreciation and amortization of intangibles, gross profit percentage improved by 140 basis points.

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 who may include these expenses as a component of costs of goods sold. Purchasing and warehousing activities costs approximated $34.8 million and $27.3 million for the years ended December 31, 2012 and 2011, respectively.  

Adjusted Gross Profit. Adjusted Gross Profit increased to $1,057.7 million (19.0% of sales) for 2012 from $849.6 million (17.6% of sales) for 2011, an improvement of $208.1 million. Adjusted Gross Profit is a non-GAAP financial measure. We define Adjusted Gross Profit as sales, less cost of sales, plus depreciation and amortization, plus amortization of intangibles, and plus or minus the impact of our LIFO inventory costing methodology. We present Adjusted Gross Profit because we believe it is a useful indicator of our operating performance without regard to items, such as amortization of intangibles, that can vary substantially from company to company depending upon the nature and extent of acquisitions they have been involved in. Similarly, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize the LIFO method and depending upon which method they may elect. In particular, we believe that Adjusted Gross Profit is a useful indicator of our operating performance because Adjusted Gross Profit measures our Company’s operating performance without regard to acquisition transaction-related amortization expenses. We use Adjusted Gross Profit as a key performance indicator in managing our business. We believe that gross profit is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted Gross Profit.

The following table reconciles Adjusted Gross Profit with our gross profit, as derived from our financial statements (in millions):

	Year Ended December 31,
		Percentage		Percentage
	2012	of Revenue	2011	of Revenue
Gross profit, as reported	$         1,013.7	18.2%	$            708.2	14.7%
Depreciation and amortization	18.6	0.3%	17.0	0.4%
Amortization of intangibles	49.5	0.9%	50.7	1.0%
(Decrease) increase in LIFO reserve	(24.1)	(0.4%)	73.7	1.5%
Adjusted Gross Profit	$         1,057.7	19.0%	$            849.6	17.6%

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Selling, General and Administrative (“SG&A”) Expenses. Costs such as salaries, wages, employee benefits, rent, utilities, communications, insurance, fuel and taxes (other than state and federal income taxes) that are necessary to operate our branch and corporate operations are included in selling, general and administrative expenses. Also contained in this category are certain items that are nonoperational in nature, including certain costs of acquiring and integrating other businesses. Our selling, general and administrative expenses were $606.7 million (10.9% of sales) for the year ended December 31, 2012 as compared to $513.6 million (10.6% of sales) for the year ended December 31, 2011. The increase of $93.1 million was largely due to additional personnel costs such as headcount increases, overtime and incentives directly related to the overall increase in business actives as well as the acquisition of MRC PSA, which had SG&A expenses of $34.4 million during 2012, combined with the impact of incremental expenses of approximately $5.9 million for MRC SPF which was acquired in June 2011.

Operating Income. Operating income was $407.0 million for the year ended December 31, 2012, as compared to operating income of $194.6 million for the year ended December 31, 2011, an improvement of $212.4 million.

U.S. Segment—Operating income for our U.S. segment increased to $358.3 million for 2012 from $166.5 million for 2011. The improvement of $191.8 million was driven by an  increase in sales offset by an increase in SG&A expenses as a result of an increase in additional personnel costs directly related to the overall increase in business activity.

Canadian Segment—Operating income for our Canadian segment increased to $27.2 million for 2012 from $17.4 million for 2011. The improvement of $9.8 million was driven by an increase in sales offset by an increase in SG&A expenses as a result of an increase in additional personnel costs directly related to the overall increase in business activity.  

International Segment—Operating income for our International segment increased to $21.5 million for 2012 from $10.7 million in 2011. The $10.8 million improvement was driven by an improvement in sales that was largely offset by an increase in SG&A expenses that was principally the result of our March 2012 acquisition of MRC PSA.

Interest Expense. Our interest expense was $112.5 million for the year ended December 31, 2012 as compared to $136.8 million for the year ended December 31, 2011. The decrease in interest expense was primarily due to a reduction of our weighted average interest rate. In a series of transactions from June to September 2012, we purchased in the open market $188.7 million in principal amount of our 9.50% senior secured notes due 2016 using our lower interest rate global asset-based lending facility (“Global ABL Facility”) to fund the purchases. In November 2012, we redeemed the remaining $861.3 million of senior secured notes utilizing proceeds from a new lower rate $650 million term loan (“Term Loan”) together with a draw under our Global ABL Facility.

Other Income (Expense). During 2012, in various transactions, we purchased $188.7 million of our senior secured notes in the open market. In November 2012, we redeemed the remaining $861.3 million of senior secured notes outstanding. The purchase and redemption of the senior secured notes resulted in a loss on the early extinguishment of debt of $114.0 million. In March 2012, we refinanced certain of our credit facilities. As a result of their termination, we wrote off and expensed $1.7 million in debt issuance costs.

Income Tax Expense. Our income tax expense was $63.7 million for the year ended December 31, 2012, as compared to $26.8million for the year ended December 31, 2011. Our effective tax rates were 35.1% and 48.0% for the years ended December 31,2012 and 2011, respectively. These rates generally differ from the federal statutory rate of 35% principally as a result of state income taxes and differing foreign income tax rates. The 2011 effective tax rate of 48.0% includes adjustments made in the fourth quarter of $4.0 million in deferred income tax expense required to recognize a higher rate at which we expect certain deferred taxes in the Netherlands and Canada to be realized, and an additional $3.9 million in current income tax expense related to the taxation of our foreign operations primarily caused by a geographic shift in taxable income in different jurisdictions.

Net Income. Our net income was $118.0 million for the year ended December 31, 2012 as compared to net income of $29.0 million for the year ended December 31, 2011, an improvement of $89.0 million.

Adjusted EBITDA. We define Adjusted EBITDA as net income plus interest, income taxes, depreciation and amortization, amortization of intangibles and certain other expenses (such as gains/losses on the early extinguishment of debt, changes in the fair value of derivative instruments and goodwill impairment) and plus or minus the impact of our LIFO inventory costing methodology. Adjusted EBITDA, a non-GAAP financial measure, was $463.2 million for the year ended December 31, 2012, as compared to $360.5 million for the year ended December 31, 2011. Our Adjusted EBITDA increased $102.7 million over that period primarily due to the increase in gross profit and other factors noted above.

We believe adjusted EBITDA provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates. We believe that net income is the financial measure calculated and presented in accordance with U.S. generally accepted accounting principles that is most directly comparable to Adjusted EBITDA.

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The following table reconciles Adjusted EBITDA with our net income, as derived from our financial statements (in millions):

	Year Ended December 31,
	2012	2011
Net income	$             118.0	$               29.0
Income tax expense	63.7	26.8
Interest expense	112.5	136.8
Loss on early extinguishment of debt	114.0	-
Expenses associated with refinancing	1.7	9.5
Depreciation and amortization	18.6	17.0
Amortization of intangibles	49.5	50.7
(Decrease) increase in LIFO reserve	(24.1)	73.7
Change in fair value of derivative instruments	(2.2)	(7.0)
Equity-based compensation expense	8.5	8.4
Legal and consulting expenses	(1.2)	9.9
Joint venture termination	-	1.7
Pension settlement	4.4	-
Foreign currency gains	(0.8)	(0.6)
Other expense (income)	0.6	4.6
Adjusted EBITDA	$             463.2	$             360.5

Financial Condition and Cash Flows

Cash Flows

The following table sets forth our cash flows for the periods indicated below (in millions):

	Year Ended December 31,
	December 31,	December 31,	December 31,
	2013	2012	2011
Net cash provided by (used in):
Operating activities	$                   323.6	$                   240.1	$                 (102.9)
Investing activities	(69.4)	(183.0)	(48.0)
Financing activities	(265.0)	(60.5)	140.6
Net increase (decrease) in cash and cash equivalents	$                   (10.8)	$                     (3.4)	$                   (10.3)
Effect of foreign exchange rate on cash	$                     (1.1)	$                     (5.6)	$                       0.3

Operating Activities

Net cash provided by operating activities was $323.6 million in 2013, compared to net cash provided by operating activities of $240.1 million in 2012. Excluding the impact of acquisitions, working capital decreased $125.3 million in 2013 (from 2012) as compared to an increase of $49.1 million in 2012 (from 2011).  The $83.5 million increase in net cash provided by operations was a result of this reduction in working capital offset by a reduction in net income when adjusted for non-cash items such as the $114.0 million charge associated with the redemption of our senior secured notes in 2012. The decline in working capital in 2013 was the result of managing the business to meet the needs of the current business level.

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Net cash provided by operating activities was $240.1 million in 2012, compared to net cash used in operating activities of $102.9million in 2011. The net cash provided by operations was primarily the result of an increase in net income of $89.0 million due to the improved business environment in our U.S, Canada, and International segments and slower growth in working capital, including accounts receivable and inventory in particular. Excluding the impact of acquisitions, working capital grew $49.1 million in 2012 (from 2011) as compared to $194.4 million in 2011 (from 2010). The slower growth of working capital in 2012 was the result of growing the business in 2011 in preparation to meet the demand of anticipated business levels in 2012.

Investing Activities

Net cash used in investing activities was $69.4 million in 2013, compared to $183.0 million in 2012. The $113.6 million decrease in net cash used in investing activities was primarily due to the smaller acquisitions of Flow Control and Flangefitt that occurred in 2013, which required cash of $46.8 million, as compared to the 2012 acquisitions of MRC PSA, PSS and Chaparral Supply which required cash of $152.4 million. Our capital expenditures as a percentage of sales were 0.4% in 2013 and 0.5% in 2012. We believe that this level of capital expenditures is typical for our business.

Net cash used in investing activities was $183.0 million in 2012, compared to $48.0 million in 2011. The $135.0 million increase in net cash used in investing activities was primarily due to the 2012 acquisitions of MRC PSA, PSS and Chaparral Supply. Our capital expenditures as a percentage of sales were 0.5% in 2012 and 0.4% in 2011.

Financing Activities

Net cash used in financing activities was $265.0 million in 2013, compared to $60.5 million in 2012. In 2013, we used cash of $412.0 million to repay our revolving credit facility, which was offset by the $150 million increase in our Term Loan in the November 2013 re-pricing.  In 2012, we received net proceeds of $333.3 million from our initial public offering and $644 million at closing from borrowings under our $650 million Term Loan. We used $1.1 billion to redeem our outstanding senior secured notes with proceeds from borrowings under our Global ABL Facility as well as our Term Loan. In 2011, financing activities provided $140.6 million which was substantially comprised of net borrowings on our revolving credit facilities used to fund growth in working capital.

Liquidity and Capital Resources

Our primary sources of liquidity consist of cash generated from our operating activities, existing cash balances and borrowings under our existing Global ABL Facility. Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our sales of products to our customers at profits sufficient to cover our fixed and variable expenses. As of December 31, 2013 and 2012, we had cash and cash equivalents of $25.2 million and $37.1 million, respectively. As of December 31, 2013 and 2012, $21.9million and $27.9 million of our cash and cash equivalents were maintained in the accounts of our various foreign subsidiaries and, if those amounts were transferred among countries or repatriated to the U.S., those amounts may be subject to additional tax liabilities, which would be recognized in our financial statements in the period during which the transfer decision was made. We currently have the intent and ability to permanently reinvest the cash our foreign subsidiaries hold, and there are currently no plans for the repatriation of those amounts.

Our credit facilities consist of a seven-year $793.5 million Term Loan maturing in November 2019 and a five-year $1.25 billion Global ABL Facility maturing in March 2017. The Global ABL Facility provides for borrowings of up to $977 million in the United States, $170 million in Canada, $12 million in the United Kingdom, $75 million in Australia, $9 million in the Netherlands and $7 million in Belgium. The Global ABL Facility contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million. As of December 31, 2013, we had $776.9 million available under this Global ABL Facility, which represented approximately a $347.3 million increase in availability under similar facilities at December 31, 2012. The acquisition of Stream AS in January 2014 reduced our availability by approximately $246 million.

Our credit ratings are below “investment grade” and, as such, could impact both our ability to raise new funds as well as the interest rates on our future borrowings. Our existing obligations restrict our ability to incur additional debt. We were in compliance with the covenants contained in our various credit facilities as of and during the year ended December 31, 2013.

We believe our sources of liquidity will be sufficient to satisfy the anticipated cash requirements associated with our existing operations for at least the next twelve months. However, our future cash requirements could be higher than we currently expect as a result of various factors. Additionally, our ability to generate sufficient cash from our operating activities depends on our future performance, which is subject to general economic, political, financial, competitive and other factors beyond our control. We may from time to time seek to raise additional debt or equity financing in the public or private markets, based on market conditions. There can be no assurance that we will be able to raise any such financing on terms acceptable to us or at all. We may also seek, from time to time, depending on market conditions, to refinance certain categories of our debt, and we may seek to consummate equity offerings. Any such transaction would be subject to market conditions, compliance with all of our credit agreements, and various other factors.

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Contractual Obligations, Commitments and Contingencies

Contractual Obligations

The following table summarizes our minimum payment obligations as of December 31, 2013 relating to long-term debt, interest payments, capital leases, operating leases, purchase obligations and other long-term liabilities for the periods indicated (in millions):

					More Than
	Total	2014	2015-2016	2017-2018	5 Years
Long-term debt (1)	$             986.8	$                 7.9	$               16.0	$             215.5	$             747.4
Interest payments (2)	242.4	43.7	86.1	81.4	31.2
Foreign exchange forward contracts	(4.6)	(4.6)	-	-	-
Capital leases	1.9	0.6	0.5	0.2	0.6
Operating leases	148.2	41.3	57.5	32.7	16.7
Purchase obligations (3)	508.3	508.3	-	-	-
Other long-term liabilities	14.0	-	-	-	14.0
Total	$          1,897.0	$             597.2	$             160.1	$             329.8	$             809.9

(1)     Long-term debt is based on debt outstanding on December 31, 2013.

(2)     Interest payments are based on interest rates in effect at December 31, 2013 and assume contractual amortization payments.

(3)     Purchase obligations reflect our commitments to purchase PVF products in the ordinary course of business. 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.

We historically have been an acquisitive company. We expect to fund future acquisitions primarily from (i) borrowings, either the unused portion of our facilities or new debt issuances, (ii) cash provided by operations, or (iii) the issuance of additional equity in connection with the acquisitions.

Other Commitments

In the normal course of business with customers, vendors and others, we are contingently liable for performance under standby letters of credit and bid, performance and surety bonds. We were contingently liable for approximately $39.9 million of standby letters of credit, trade guarantees that banks issue and bid, and performance and surety bonds at December 31, 2013. Management does not expect any material amounts to be drawn on these instruments.

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, McJunkin Red Man Corporation, purportedly distributed. As of December 31, 2013, we are a named defendant in approximately 279 lawsuits involving approximately 930 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;

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· 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 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 material pending legal proceedings that are likely to have a material effect on our business, financial condition, results of operations or cash flows. See also “Note 15—Commitments and Contingencies” to the audited consolidated financial statements as of December 31, 2013.  

Product Claims. From time to time, in the ordinary course of our business, our customers may claim that the products that 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. 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 the opinion of management, the ultimate disposition of these claims and proceedings is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

Weatherford Claim.  In addition toPVF, our Canadian subsidiary, Midfield Supply (“Midfield”), now known as MRC Canada, also distributed progressive cavity pumps and related equipment (“PCPs”) under a distribution agreement with Weatherford Canada Partnership (“Weatherford”) within a certain geographical area located in southern Alberta, Canada.  Commencing in late 2005 and into early 2006, Midfield hired new employees, including individuals who left Weatherford, as part of Midfield’s desire to expand its PVF business into northern Alberta.  Shortly thereafter, many of these employees left Midfield and formed a PCP manufacturing, distribution and service company named Europump Systems Inc. (“Europump”) in 2006.  The distribution agreement with Weatherford expired in 2006.  Midfield supplied Europump with PVF products that Europump distributed along with sales of PCP pumps.  In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs.

Pursuant to a complaint that Weatherford filed on April 11, 2006 in the Court of Queen’s Bench of Alberta, Judicial Bench of Edmonton (Action No. 060304628), Weatherford sued Europump, three of Europump’s part suppliers, Midfield, certain current and former employees of Midfield, as well as other entities related to these parties, asserting a host of claims including breach of contract, breach of fiduciary duty, misappropriation of confidential information related to the PCPs, unlawful interference with economic relations and conspiracy. The Company denies these allegations and contends that Midfield’s expansion and subsequent growth was the result of fair competition. 

From2006 through 2012, the case focused largely on Weatherford’s questioning of defense witnesses.  In 2013, the defendants began substantive questioning of Weatherford and its witnesses.  Discovery is ongoing and expected to last through 2014. 

Due to ongoing discovery, and the limited information available related to any claimed damages, we cannot reasonably estimate potential loss at this time.  The Company believes Weatherford’s claims are without merit and intends to defend against them vigorously. 

Off-Balance Sheet Arrangements

We do not have any material “off-balance sheet arrangements” as such term is defined within the rules and regulations of the SEC.

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Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP. To apply these principles, management must make judgments and assumptions and develop estimates based on the best available information at the time. Actual results may differ based on the accuracy of the information utilized and subsequent events. The notes to our audited financial statements included elsewhere in this report describe our accounting policies. These critical accounting policies could materially affect the amounts recorded in our financial statements. We believe the following describes significant judgments and estimates used in the preparation of our consolidated financial statements:

Impairment of Long-Lived Assets: Our long-lived assets consist primarily of amortizable intangible assets, which comprise approximately 13% of our total assets as of December 31, 2013. These assets are recorded at fair value at the date of acquisition and are amortized over their estimated useful lives. We make significant judgments and estimates in both calculating the fair value of these assets, as well as determining their estimated useful lives.

The carrying value of these 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 an undiscounted cash flow analysis, derived from the lowest appropriate asset group. If the carrying value exceeds the undiscounted cash flows, we would recognize an impairment charge to the extent that the carrying value exceeds the fair value. During 2013, 2012 and 2011, no indicators of impairment existed. While we believe our assumptions and estimates are reasonable, the actual results may differ materially from the projected results.

Goodwill and Other Indefinite-Lived Intangible Assets: Our goodwill and other indefinite-lived intangible assets comprise approximately 27% of our total assets as of December 31, 2013. 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 three reporting units that mirror our three reportable segments (U.S., Canada and International). 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 segment. We perform our annual tests for indications of goodwill impairment as of October 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. If the carrying value is more than the estimated fair value, the second step is performed, whereby we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to similar businesses. These valuation methods 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. No impairment charges were recognized during the years ended December 31, 2013, 2012 and 2011 as the estimated fair value of each of our three reporting units substantially exceeded their carrying values. 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. These valuation methods require us to make certain assumptions and estimates regarding future operating results, sales prices, discount rates and growth trends. No impairment charges were recognized during the years ended December 31, 2013, 2012 and 2011, as the estimated fair value of our indefinite-lived intangible assets substantially exceeded their carrying value. While we believe that such assumptions and estimates are reasonable, the actual results may differ materially from the projected results.

Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered.

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.

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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 the deferred tax assets considered realizable 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. We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside of the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of December 31, 2013, all of our outstanding debt was at floating rates. These facilities prescribe the percentage point spreads from U.S. prime, LIBOR, Canadian prime and EURIBOR. Our facilities generally allow us to fix the interest rate, at our option, for a period of 30 to 180 days.

As of December 31, 2013, a 1% increase in the LIBOR rate would result in an increase in our interest expense of approximately $9.9 million per year if the amounts outstanding under our Term Loan and Global ABL Facility remained the same for an entire year.

Foreign Currency Exchange Rates

Our operations outside of the U.S. expose us to foreign currency exchange rate risk, as these transactions are primarily denominated in currencies other than the U.S. dollar, our functional currency. Our exposure to changes in foreign exchange rates is managed primarily through the use of forward foreign exchange contracts. These contracts increase or decrease in value as foreign exchange rates change, protecting the value of the underlying transactions denominated in foreign currencies. All currency contracts are entered into for the sole purpose of hedging existing or anticipated currency exposure; we do not use foreign currency contracts for trading or speculative purposes. The terms of these contracts generally do not exceed one year. We record all changes in the fair market value of forward foreign exchange contracts in income. We recorded gains related to foreign currency contracts of $4.7 million, $0.2 million and $0.1 million in the years ended December 31, 2013, 2012 and 2011, respectively.

Steel Prices

Our business is sensitive to steel prices, which can impact our product pricing, with steel tubular prices generally having the highest degree of sensitivity. While we cannot predict steel prices, we manage this risk by managing our inventory levels, including maintaining sufficient quantity on hand to meet demand, while reducing the risk of overstocking.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Audited Consolidated Financial Statements of MRC Global Inc. and Subsidiaries:
Management’s Report on Internal Control over Financial Reporting	F-1
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2013 and 2012	F-4
Consolidated Statements of Income for the years ended December 31, 2013 , 2012, and 2011	F-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013 , 2012, and 2011	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013 , 2012, and 2011	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2013 , 2012, and 2011	F-8
Notes to Consolidated Financial Statements	F-9

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by the Exchange Act, we maintain disclosure controls and procedures designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.  Our management, with the participation of our principal executive and financial officers, has evaluated our disclosure controls and procedures as of December 31, 2013 and has concluded that our disclosure controls and procedures were effective as of December 31, 2013.

Pursuant to section 302 of the Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the Securities and Exchange Commission. These certifications are included herein as Exhibits 31.1 and 31.2.

Management’s Report on Internal Control Over Financial Reporting.

The Company’s management report on internal control over financial reporting is set forth on page F-1 of this annual report and is incorporated herein by reference.

Attestation Report of our Registered Public Accounting Firm.

The Company’s registered public accounting firm’s attestation report on our internal control over financial reporting is set forth on page F-2 of this annual report and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 

ITEM  9B.OTHER INFORMATION

On February 18, 2014, we entered into a new employment agreement (each an “Agreement”) with each of James E. Braun and Daniel J. Churay (each an “Executive”), which Agreement amends and restates the prior agreement between us and each Executive. Each Agreement has an initial term of one year, which will automatically be extended on February 18, 2015, and each subsequent anniversary for one additional year, unless either party gives ninety days’ written notice of non-renewal. Each Agreement provides for an annual base salary of $475,000 for Mr. Braun and $400,000 for Mr. Churay. The Executive’s base salary will be reviewed annually by the Board (or a committee of the Board) and may be adjusted upward at its discretion.

Each Executive is entitled to receive annual cash incentive compensation to be based upon individual or Company performance criteria that the Board establishes for each fiscal year, with a target annual cash incentive equal to 75% the Executive’s base salary for the relevant fiscal year. The Executive’s target annual cash incentive will be reviewed annually by the Board (or a committee of the Board) and may be adjusted upward at its discretion.

Each Agreement provides that the Executive will be eligible to receive on an annual basis long-term incentive awards in such amounts as the Board (or a committee of the Board) determines in its discretion on terms and conditions, including time and performance based vesting conditions that are generally applicable to other senior executives of the Company.

Each Agreement also provides for certain severance payments and benefits following a termination of employment under certain circumstances. Pursuant to the terms of each Agreement, if the Executive’s employment is terminated for any reason, including his voluntary resignation, the Executive is entitled to receive all accrued, but unpaid, obligations including any base salary earned but unpaid through the date of termination, any earned but unpaid annual cash incentive compensation for completed fiscal years and any unreimbursed expenses and any other unpaid accrued benefits (collectively referred to as the “Accrued Amounts”).

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If the Executive’s employment is terminated other than for “Cause”, death or “Disability” or if the Executive resigns for “Good Reason”, (each of those terms as defined in each Agreement), in each case other than in connection with a Change in Control (as defined in each Agreement), the Executive is entitled to the following additional severance payments and benefits:

– monthly payments equal to 1/12th of base salary at the rate in effect immediately prior to termination and 1/12th of target annual cash incentive compensation for 18 months following termination;

– Company paid premiums towards continuation of medical, dental and vision benefits for 18 months; and

– pro-rata annual cash incentive compensation for the fiscal year in which termination occurs, based on actual performance through the end of the fiscal year.

In addition, if prior to a Change in Control or after the 24-month period following a Change in Control, the Executive’s employment is terminated other than for “Cause”, death or “Disability” or if he resigns for “Good Reason”, all outstanding equity awards will continue to vest for the next 18-month period as if the Executive remained an active employee. At the end of this 18-month period, any unvested equity awards will be immediately forfeited.  These payments and the provision of benefits are generally subject to the execution of a release within 30 days of termination of employment and compliance with restrictive covenants prohibiting competition, solicitation of employees and interference with business relationships during employment and thereafter for 18 months (or 24 months if the Executive is entitled to the Change in Control benefits described below) following termination. In addition, the Executive is subject to perpetual restrictive covenants regarding confidentiality, non-disparagement and proprietary rights.

If, within 24 months following a Change in Control, the Executive’s employment its terminated other than for Cause, death or Disability or if the Executive resigns for Good Reason, the Executive is entitled to the following severance payments and benefits:

– the Accrued Amounts;

– payment, on the 30th day following the termination, of an amount equal to the sum of 24 months of base salary and two times the target annual cash incentive compensation in effect on the date of termination;

– Company paid premiums towards continuation of medical, dental and vision benefits for 24 months; and

– immediate vesting of all outstanding equity awards.

These payments and the provision of benefits are generally subject to the execution of a release within 30 days of termination of employment.

If the Executive is terminated due to the Executive’s death or Disability, the Executive (or the Executive’s estate, if applicable) is entitled to receive the following severance payments and benefits:

– the Accrued Amounts; and

– pro-rata annual cash incentive compensation for the fiscal year in which termination occurs, based on actual performance through the end of the fiscal year.

The Agreement does not provide any “gross-up” payments to pay state, federal or other taxes as a result of payments the Company makes to the Executive under each Agreement.

A copy of the form of Agreement is filed as Exhibit 10.5 to this Annual Report.

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PART III

ITEM  10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading “Proposal I—Proposal to Elect Directors” in our Proxy Statement prepared for the solicitation of proxies in connection with our annual Meeting of Stockholders to be held April 29, 2014 (“Proxy Statement”), which information is incorporated by reference herein.

Information regarding our executive officers required by Item 401(b) of Regulation S-K is presented at the end of Part I herein and captioned “Executive Officers of the Registrant” as permitted by General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

Information required by Item 405 of Regulation S-K will be included under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement, which information is incorporated by reference herein.

Information required by paragraphs (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K will be included under the heading “Questions and Answers About the Annual Meeting and Voting” and “Corporate Governance and Board Matters” in our Proxy Statement, which information is incorporated by reference herein.

We have adopted a Code of Ethics for Senior Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller, or persons performing similar functions. The Code of Ethics for Senior Officers, together with our Corporate Governance Guidelines, the charters for each of our board committees, and our Code of Ethics applicable to all employees are available on our Internet website at www.mrcglobal.com. We will provide, free of charge, a copy of our Code of Ethics or any of our other corporate documents listed above upon written request to our Corporate Secretary at 2 Houston Center, 909 Fannin Street, Suite 3100, Houston, Texas 77010. We intend to disclose any amendments to or waivers of the Code of Ethics on behalf of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller, and persons performing similar functions on our Internet website at www.mrcglobal.com under the Investor Relations page, promptly following the date of any such amendment or waiver.

ITEM  11.EXECUTIVE COMPENSATION

The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulations S-K regarding executive compensation will be presented under the headings “Compensation Discussion and Analysis,” “Employment and Other Agreements,” “Summary Compensation Table for 2013,” “Grants of Plan-Based Awards in Fiscal Year 2013,” “Outstanding Equity Awards at 2013 Fiscal Year-End,” “Option Exercises and Stock Vesting During 2013,” Nonqualified Deferred Compensation,” “Nonqualified Deferred Compensation for 2013,” “Potential Payments upon Termination or Change in Control,” “Non-Employee Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement, which information is incorporated by reference herein. Notwithstanding the foregoing, the information provided under the heading “Compensation Committee Report on Executive Compensation” in our Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding the security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be presented under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our Proxy Statement, which information is incorporated by reference herein.

The following table summarizes information, as of December 31, 2013, relating to our equity compensation plans pursuant to which grants of options, restricted stock, or certain other rights to acquire our shares may be granted from time to time.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
Stock options and restricted stock	4,027,568	$ 20.47	1,470,219
Equity compensation plans not approved by security holders	None	N/A	None

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information regarding certain relationships and related transactions required by Item 404 and Item 407(a) of Regulation S-K will be presented under the headings “Certain Relationships and Related Transactions”, “Related Party Transaction Policy”, “Corporate Governance and Board Matters,” “Board of Directors,” “Director Independence” and “Committees of the Board” in our Proxy Statement, which information is incorporated by reference herein.

ITEM  14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information regarding our principal accounting fees and services required by Item 9(e) of Schedule 14A will be presented under the headings “Principal Accounting Fees and Services” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors” in our Proxy Statement, which information is incorporated by reference herein.

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PART IV

ITEM  15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents Filed as Part of this Annual Report:

1.Financial Statements.  

See “Item 8—Financial Statements and Supplementary Data.”

2.Financial Statement Schedules.  

All schedules are omitted because they are not applicable, not required or the information is included in the financial statements or the notes thereto.

3.List of Exhibits.  

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of MRC Global Inc. dated April 11, 2012. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on April 17, 2012).
3.2	Amended and Restated Bylaws of MRC Global Inc. dated November 7, 2013. (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 13, 2013).
10.1	Amended and Restated Loan, Security and Guarantee Agreement, dated as of March 27, 2012, among McJunkin Red Man Corporation, Greenbrier Petroleum Corporation, McJunkin Red Man Development Corporation, Midway–Tristate Corporation, Milton Oil & Gas Company, MRC Management Company, Ruffner Realty Company and The South Texas Supply Company, Inc., as U.S. Borrowers and Guarantors, MRC Transmark Pty Ltd and MRC SPF Pty Ltd., as Australian Borrowers, MRC Transmark NV, as a Belgian Borrower, Midfield Supply ULC, as a Canadian Borrower, MRC Transmark B.V. and MRC Transmark International B.V., as Dutch Borrowers, MRC Transmark Holdings UK Limited, MRC Transmark Limited, MRC Transmark (Dragon) Limited and MRC SPF Scanfit Limited, as UK Borrowers, any other Borrower party thereto from time to time and certain Persons party thereto from time to time as Guarantors, certain financial institutions, as lenders, Bank of America, N.A., as Administrative Agent and Collateral Agent, and Barclays Bank PLC and Wells Fargo Capital Finance LLC, as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on March 28, 2012). (Incorporated by reference to Exhibit 10.1 to Amendment No. 2 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-178980), filed with the SEC on March 28, 2012).
10.1.1	First Amendment to Amended and Restated Loan, Security and Guarantee Agreement, dated as of November 9, 2012, among MRC Global Inc., McJunkin Red Man Corporation, Greenbrier Petroleum Corporation, McJunkin Red Man Development Corporation, Midway-Tristate Corporation, Milton Oil & Gas Company, MRC Management Company, Ruffner Realty Company, The South Texas Supply Company, Inc., MRC Transmark Pty Ltd, and MRC SPF Pty Ltd., MRC Transmark B.V., MRC Canada ULC (f/k/a Midfield Supply ULC), MRC Transmark B.V., and MRC Transmark International B.V., MRC Transmark Holdings UK Limited, MRC Transmark Limited, MRC Transmark (Dragon) Limited, and MRC SPF Scanfit Limited, the financial institutions party thereto constituting Required Lenders (as defined in the Loan Agreement referred to therein) and Bank of America, N.A., in its capacity as collateral agent and administrative agent for itself and the other Secured Parties (as defined in the Loan Agreement referred to therein). (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 9, 2012).

44

10.2	Term Loan Credit Agreement, dated as of November 9, 2012, among McJunkin Red Man Corporation, as the Borrower, MRC Global Inc., as Guarantor, each other Subsidiary Guarantor from time to time party thereto, the several lenders from time to time party thereto, Banc of America, N.A., as Administrative Agent, U.S. Bank National Association, as Collateral Trustee, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, Key Bank National Association and SunTrust Robinson Humphrey, Inc., as Co-Managers, Wells Fargo Bank, National Association, as Documentation Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as Co-Syndication Agents. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 9, 2012).
10.2.1	Term Loan Guarantee and Acknowledgment, dated as of November 9, 2012, by each of the signatories listed on the signature pages thereto and each of the other entities that becomes a party thereto, in favor of the Administrative Agent (as defined therein) for the benefit of the Guaranteed Parties (as defined therein). (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 9, 2012).
10.2.2	Security Agreement, dated as of November 9, 2012, among McJunkin Red Man Corporation, MRC Global Inc., each of the subsidiaries of MRC Global Inc. listed on the signature pages thereto and U.S. Bank National Association, as Collateral Trustee for the benefit of the Secured Parties (as defined therein). (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 9, 2012).
10.2.3	Term Loan Pledge Agreement, dated as of November 9, 2012, among McJunkin Red Man Corporation, MRC Global Inc., each of the subsidiaries of MRC Global Inc. listed on the signature pages thereto and U.S. Bank National Association, as Collateral Trustee, for the benefit of the Secured Parties (as defined therein). (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 9, 2012).
10.2.4	Refinancing Amendment and Incremental Joinder Agreement, dated as of November 19, 2013, among McJunkin Red Man Corporation, MRC Global Inc., each of the subsidiaries of MRC Global Inc. listed on the signature pages thereto and U.S. Bank National Association, as Collateral Trustee, for the benefit of the Secured Parties (as defined therein). (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on November 20, 2013).
10.3	Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of April 11, 2012, by and among MRC Global Inc., PVF Holdings LLC and the other parties thereto. (Incorporated by reference to Exhibit 10.2.1 to Form 10-Q of MRC Global Inc. for the quarterly period ended March 31, 2012, filed with the SEC on May 7, 2012).
10.4†	Employment Agreement, dated as of May 16, 2013, by and among MRC Global Inc. and Andrew R. Lane. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of MRC Global Inc. filed with the SEC on May 17, 2013).
10.5†*	Form of Employment Agreement by and among MRC Global Inc. and each of its executive officers.
10.6†	Amended and Restated Employment Agreement, dated as of December 5, 2011, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) and James Underhill. (Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on January 12, 2012).
10.6.1†	Separation Agreement and Complete Release, dated as of August 16, 2013, by and among James F. Underhill, McJunkin Red Man Corporation and MRC Global Inc.  (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of MRC Global Inc. for the quarter ended September 30, 2013, filed with the SEC on November 1, 2013).

45

10.6.2†	Consulting Agreement, dated as of August 16, 2013, by and between James F. Underhill and MRC Global Inc.  (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of MRC Global Inc. for the quarter ended September 30, 2013, filed with the SEC on November 1, 2013).
10.7†	Letter Agreement, dated as of September 24, 2008, by and among H.B. Wehrle, III, PVF Holdings LLC and McJunkin Red Man Corporation. (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.8†	Letter Agreement, dated as of December 22, 2008, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) and Craig Ketchum. (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.9†	2007 Stock Option Plan, as amended. (Incorporated by reference to Exhibit 10.13.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.9.1†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement. (Incorporated by reference to Exhibit 10.17.1 to Amendment No. 1 to the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.9.2†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement (Director Grant May 2010—Dutch residents). (Incorporated by reference to Exhibit 10.9.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.9.3†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement (Director Grant May 2010—US residents). (Incorporated by reference to Exhibit 10.9.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.10†	2007 Restricted Stock Plan, as amended. (Incorporated by reference to Exhibit 10.14.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.10.1†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Restricted Stock Award Agreement. (Incorporated by reference to Exhibit 10.18.1 to the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091) filed with the SEC on September 26, 2008).
10.11†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) 2007 Stock Option Plan (Canada). (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.11.1†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement (Canada) (for plan participants who are parties to non-competition agreements). (Incorporated by reference to Exhibit 10.19.1 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).

46

10.11.2†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement (Canada) (for plan participants who are not parties to non-competition agreements). (Incorporated by reference to Exhibit 10.19.2 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.12†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.20 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.13†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) 2011 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), filed with the SEC on March 5, 2012).
10.13.1†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Director Option Agreement. (Incorporated by reference to Exhibit 10.28.1 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on January 12, 2012).
10.13.2†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement (for awards prior to 2013). (Incorporated by reference to Exhibit 10.28.2 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on January 12, 2012).
10.13.3†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Director Restricted Stock Award Agreement (for awards prior to 2014). (Incorporated by reference to Exhibit 10.28.3 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on January 12, 2012).
10.13.4†	Form of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Restricted Stock Award Agreement (for awards prior to 2013). (Incorporated by reference to Exhibit 10.28.4 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on January 12, 2012).
10.13.5†	Form of MRC Global Inc. Nonqualified Stock Option Agreement (for 2013 awards). (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of MRC Global Inc. for the quarter ended March 31, 2013, filed with the SEC on May 3, 2013).
10.13.6†	Form of MRC Global Inc. Restricted Stock Award Agreement (for 2013 awards). (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of MRC Global Inc. for the quarter ended March 31, 2013, filed with the SEC on May 3, 2013).
10.13.7†*	Form of MRC Global Inc. Nonqualified Stock Option Agreement.
10.13.8†*	Form of MRC Global Inc. Restricted Stock Award Agreement.
10.13.9†*	Form of MRC Global Inc. Director Restricted Stock Award Agreement.
10.14†*	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Director Compensation Plan.

47

10.15†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of September 10, 2008, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Andrew R. Lane. (Incorporated by reference to Exhibit 10.31 to Amendment No. 1 to the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.15.1†	Amendment to the MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of June 1, 2009, by and among McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Andrew R. Lane. (Incorporated by reference to Exhibit 10.23.2 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.15.2†	Second Amendment to the MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Andrew R. Lane. (Incorporated by reference to Exhibit 10.23.3 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.15.3†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Restricted Stock Award Agreement, dated as of February 24, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Andrew R. Lane. (Incorporated by reference to Exhibit 10.24.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.15.4†	Amendment to the MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Restricted Stock Award Agreement, dated as of June 1, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Andrew R. Lane. (Incorporated by reference to Exhibit 10.24.2 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.16†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of October 3, 2008, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation, PVF Holdings LLC, and Len Anthony. (Incorporated by reference to Exhibit 10.26.1 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.16.1†	Amendment to the MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of September 10, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Len Anthony. (Incorporated by reference to Exhibit 10.26.2 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.16.2†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Restricted Stock Award Agreement, dated as of September 10, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and Len Anthony. (Incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035, filed with the SEC on March 24, 2011).
10.17†	MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) Nonqualified Stock Option Agreement, dated as of December 3, 2009, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), PVF Holdings LLC, and John A. Perkins. (Incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).

48

10.18†	Indemnification Agreement by and between the Company and Peter C. Boylan, III dated August 11, 2010. (Incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-4 of McJunkin Red Man Corporation (No. 333-173035), filed with the SEC on March 24, 2011).
10.19	Indemnity Agreement, dated as of December 4, 2006, by and among MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation), Hg Acquisition Corp., McJunkin Red Man Corporation, and certain shareholders of McJunkin Red Man Corporation named therein. (Incorporated by reference to Exhibit 10.21 to Amendment No. 1 of the Registration Statement on Form S-1 of MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) (No. 333-153091), filed with the SEC on September 26, 2008).
10.20†	Form of Indemnification Agreement between MRC Global Inc. (formerly McJunkin Red Man Holding Corporation) and Executive Officers. (Incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on April 4, 2012).
10.21†	Form of Indemnification Agreement between MRC Global Inc. (formerly known as McJunkin Red Man Holding Corporation) and Directors. (Incorporated by reference to Exhibit 10.4.1 to Amendment No. 3 of the Registration Statement on Form S-1 of MRC Global Inc. (No. 333-178980), filed with the SEC on April 4, 2012).
21.1*	List of Subsidiaries of MRC Global Inc.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1*	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
100*	The following financial information from MRC Global Inc.’s Annual Report on Form 10-K for the period ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet at December 31, 2013 and December 31, 2012, (ii) the Consolidated Statement of Income for the twelve month periods ended December 31, 2013, 2012 and 2011, (iii) the Consolidated Statement of Comprehensive Income for the twelve month periods ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statement of Cash Flows for the twelve month periods ended December 31,  2013, 2012 and 2011 and (v) Notes to Condensed Consolidated Financial Statements.
101*	Interactive data file.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase

49

101.PRE* XBRL Taxonomy Extension Presentation Linkbase

†Management contract or compensatory plan or arrangement required to be posted as an exhibit to this report.

*Filed herewith.

**Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MRC GLOBAL INC.
By:	/s/    ANDREW R. LANE
	Andrew R. Lane Chairman, President and Chief Executive Officer

Date: February 21, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

1
Signature	Title	Date
/S/    ANDREW R. LANE         Andrew R. Lane	Chairman, President and Chief Executive Officer (principal executive officer)	February 21, 2014
/S/    JAMES E. BRAUN         James E. Braun	Executive Vice President and Chief Financial Officer (principal financial officer)	February 21, 2014
/S/    ELTON  BOND         Elton Bond	Senior Vice President and Chief Accounting Officer (principal accounting officer)	February 21, 2014
/S/    RHYS J. BEST         Rhys J. Best	Lead Director	February 21, 2014
/S/    LEONARD M. ANTHONY         Leonard M. Anthony	Director	February 21, 2014
/S/    PETER C. BOYLAN, III         Peter C. Boylan, III	Director	February 21, 2014
/S/    HENRY  CORNELL         Henry Cornell	Director	February 21, 2014
/S/    CRAIG  KETCHUM         Craig Ketchum	Director	February 21, 2014
/S/    GERARD P. KRANS         Gerard P. Krans	Director	February 21, 2014
/S/    DR. CORNELIS  ADRIANUS  LINSE         Dr. Cornelis Adrianus Linse	Director	February 21, 2014
/S/    JOHN A. PERKINS         John A. Perkins	Director	February 21, 2014
/S/    H.B. WEHRLE, III         H.B. Wehrle, III	Director	February 21, 2014

51

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

MRC Global Inc.’s management is responsible for establishing and maintaining adequate internal control over financial reporting. MRC Global Inc.’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected and corrected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (1992 framework) to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2013.  

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting. Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting is included in this Form 10-K.

/S/    ANDREW R. LANE

Andrew R. Lane

Chairman, President and Chief Executive Officer

/s/    JAMES E. BRAUN

James E. Braun

Executive Vice President and Chief Financial Officer

Houston, Texas

February 21, 2014

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

MRC Global Inc. and Subsidiaries

We have audited MRC Global Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2013, based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). MRC Global Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, MRC Global Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of MRC Global Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013 and our report dated February 21, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas

February 21, 2014

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

MRC Global Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of MRC Global Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MRC Global Inc. and subsidiaries at December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), MRC Global Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2013, based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 21, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas

February 21, 2014

F-3

CONSOLIDATED BALANCE SHEETS

MRC GLOBAL INC.

	December 31,
	2013	2012
	(In thousands, except per share amounts)
Assets
Current assets:
Cash	$                 25,188	$                 37,090
Accounts receivable, net	812,147	823,236
Inventories, net	971,567	970,228
Other current assets	37,091	20,020
Total current assets	1,845,993	1,850,574
Other assets	30,473	37,031
Property, plant and equipment, net	118,923	122,458
Intangible assets:
Goodwill, net	632,284	610,392
Other intangible assets, net	708,009	749,272
	$            3,335,682	$            3,369,727
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable	$               550,393	$               438,344
Accrued expenses and other current liabilities	124,925	125,599
Deferred income taxes	78,844	79,661
Current portion of long-term debt	7,935	6,500
Total current liabilities	762,097	650,104
Long-term obligations:
Long-term debt, net	978,899	1,250,089
Deferred income taxes	241,116	261,448
Other liabilities	15,302	22,164
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value per share: 500,000 shares authorized, 101,913 and 101,563 issued and outstanding, respectively	1,019	1,016
Preferred stock, $0.01 par value per share; 100,000 shares authorized,  no shares issued and outstanding	-	-
Additional paid-in capital	1,644,406	1,625,900
Retained deficit	(266,735)	(418,830)
Accumulated other comprehensive loss	(40,422)	(22,164)
	1,338,268	1,185,922
	$            3,335,682	$            3,369,727
See notes to consolidated financial statements.

F-4

CONSOLIDATED STATEMENTS OF INCOME

MRC GLOBAL INC.

	Year Ended December 31,
	2013	2012	2011
	(In thousands, except per share amounts)
Sales	$              5,230,792	$          5,570,858	$          4,832,423
Cost of sales	4,276,033	4,557,115	4,124,271
Gross profit	954,759	1,013,743	708,152
Selling, general and administrative expenses	642,994	606,753	513,563
Operating income	311,765	406,990	194,589
Other (expense) income:
Interest expense	(60,685)	(112,519)	(136,844)
Loss on early extinguishment of debt	-	(113,961)	-
Expenses associated with refinancing	(5,136)	(1,685)	(9,450)
Change in fair value of derivative instruments	4,731	2,186	7,044
Other, net	(13,764)	685	429
Income before income taxes	236,911	181,696	55,768
Income tax expense	84,816	63,738	26,784
Net income	$                 152,095	$             117,958	$               28,984
Basic earnings per common share	$                       1.50	$                   1.22	$                   0.34
Diluted earnings per common share	$                       1.48	$                   1.22	$                   0.34
Weighted-average common shares, basic	101,712	96,465	84,417
Weighted-average common shares, diluted	102,522	96,925	84,655

See notes to consolidated financial statements.

F-5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

MRC GLOBAL INC.

	Year Ended December 31,
	2013	2012	2011
		(In thousands)
Net income	$          152,095	$          117,958	$        28,984
Other comprehensive (loss) income before tax
Foreign currency translation adjustments	(20,348)	4,149	(7,616)
Pension related adjustments	130	25	635
Total other comprehensive (loss) income before tax	(20,218)	4,174	(6,981)
Income tax benefit (expense) related to components of other comprehensive income	1,960	(198)	697
Other comprehensive (loss) income, net of tax	(18,258)	3,976	(6,284)
Comprehensive income	$          133,837	$          121,934	$        22,700

See notes to consolidated financial statements.

F-6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

MRC GLOBAL INC.

					Accumulated
			Additional	Retained	Other	Total
	Common Stock		Paid-in	Earnings	Comprehensive	Stockholders'
	Shares	Amount	Capital	(Deficit)	Income (Loss)	Equity
	(In thousands)
Balance at December 31, 2010	84,404	$            844	$         1,274,560	$            (565,790)	$              (19,856)	$            689,758
Net income	-	-	-	28,984	-	28,984
Foreign currency translation, net of tax	-	-	-	-	(6,919)	(6,919)
Pension related adjustments, net of tax	-	-	-	-	635	635
Vesting of restricted stock	23	-	1	-	-	1
Forfeited dividends on forfeited unvested restricted stock	-	-	-	15	-	15
Equity-based compensation expense	-	-	8,385	-	-	8,385
Exercise of stock options	-	-	3	-	-	3
Balance at December 31, 2011	84,427	844	1,282,949	(536,791)	(26,140)	720,862
Net income	-	-	-	117,958	-	117,958
Foreign currency translation, net of tax	-	-	-	-	3,793	3,793
Pension related adjustments, net of tax	-	-	-	-	183	183
Common stock issued in initial public offering	17,046	171	333,171	-	-	333,342
Vesting of restricted stock	22	-	-	-	-	-
Forfeited dividends on forfeited unvested restricted stock	-	-	-	3	-	3
Equity-based compensation expense	-	-	8,475	-	-	8,475
Exercise of stock options	68	1	676	-	-	677
Tax benefit on equity-based compensation	-	-	629	-	-	629
Balance at December 31, 2012	101,563	1,016	1,625,900	(418,830)	(22,164)	1,185,922
Net income	-	-	-	152,095	-	152,095
Foreign currency translation, net of tax	-	-	-	-	(18,344)	(18,344)
Pension related adjustments, net of tax	-	-	-	-	86	86
Vesting of restricted stock	135	-	-	-	-	-
Shares withheld for taxes	(48)	-	(1,512)	-	-	(1,512)
Forfeited restricted stock	-	-	(7)	-	-	(7)
Equity-based compensation expense	-	-	15,488	-	-	15,488
Exercise of stock options	263	3	3,282	-	-	3,285
Tax benefit on equity-based compensation	-	-	1,261	-	-	1,261
Other	-	-	(6)	-	-	(6)
Balance at December 31, 2013	101,913	$         1,019	$         1,644,406	$            (266,735)	$              (40,422)	$         1,338,268

See notes to consolidated financial statements.

F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS

MRC GLOBAL INC.

	Year Ended December 31,
	2013	2012	2011
		(In thousands)
Operating activities
Net income	$              152,095	$              117,958	$                28,984
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	22,338	18,585	17,046
Amortization of intangibles	52,072	49,466	50,652
Equity-based compensation expense	15,488	8,475	8,385
Deferred income tax benefit	(19,823)	(20,432)	(16,362)
Amortization of debt issuance costs	5,777	8,782	10,456
Write off of debt issuance costs	2,865	1,685	9,450
Loss on early extinguishment of debt	-	113,961	-
(Decrease) increase in LIFO reserve	(20,180)	(24,140)	73,703
Change in fair value of derivative instruments	(4,731)	(2,186)	(7,044)
Provision for uncollectible accounts	(298)	2,428	433
Foreign currency losses (gains)	12,913	(766)	(604)
Other non-cash items	1,137	7,727	4,629
Changes in operating assets and liabilities:
Accounts receivable	2,069	22,399	(177,744)
Inventories	4,479	26,674	(182,173)
Income taxes payable	(7,057)	(12,593)	45,333
Other current assets	(8,738)	(681)	(35)
Accounts payable	117,320	(84,380)	36,550
Accrued expenses and other current liabilities	(4,138)	7,110	(4,556)
Net cash provided by (used in) operations	323,588	240,072	(102,897)
Investing activities
Purchases of property, plant and equipment	(22,068)	(26,189)	(18,056)
Proceeds from the disposition of property, plant and equipment	4,583	2,272	3,087
Acquisitions, net of cash acquired of $2,433, $0 and $2,036	(46,794)	(152,367)	(39,865)
Proceeds from the sale of assets held for sale	-	-	10,594
Other investment and notes receivable transactions	(5,130)	(6,755)	(3,795)
Net cash used in investing activities	(69,409)	(183,039)	(48,035)
Financing activities
Proceeds from the sale of common stock	-	333,342	-
Payments on revolving credit facilities	(2,150,188)	(2,422,136)	(2,237,449)
Proceeds from revolving credit facilities	1,738,213	2,571,835	2,387,877
Purchases and redemption of senior secured notes	-	(1,135,223)	-
Proceeds from issuance of term loan	150,000	643,500	-
Payments on long-term obligations	(6,859)	(33,081)	-
Debt issuance costs paid	(697)	(20,038)	(9,836)
Proceeds from exercise of stock options	3,285	677	3
Tax benefit on stock options	1,261	629	-
Other financing activities	(6)	3	-
Net cash (used in) provided by financing activities	(264,991)	(60,492)	140,595
Decrease in cash	(10,812)	(3,459)	(10,337)
Effect of foreign exchange rate on cash	(1,090)	(5,578)	262
Cash -- beginning of year	37,090	46,127	56,202
Cash -- end of year	$                25,188	$                37,090	$                46,127
Supplemental disclosures of cash flow information:
Cash paid for interest	$                55,484	$              104,846	$              124,039
Cash paid for (received from) income taxes	$              110,104	$                96,526	$                (1,051)
See notes to consolidated financial statements.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MRC GLOBAL INC.

December 31, 2013

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES

Business Operations:  MRC Global Inc. is a holding company headquartered in Houston, Texas. Our wholly owned subsidiariesare global distributors of pipe, valves, fittings and related 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, petrochemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia and Australasia. Our products are obtained from a broad range of suppliers.

Basis of Presentation:  The 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 revenues 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 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 income.

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 revenues. This practice excludes certain inventories, which are held outside of the United States, approximating $264.0 million and $318.9 million at December 31, 2013 and 2012, respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods.

Allowances for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales trends. The allowance, which totaled $23.2 million and $19.0 million at December 31, 2013 and 2012, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated 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 are reflected in other assets and totaled $19.1 million and $25.2 million, net of accumulated amortization of $5.7 million and $4.8 million, at December 31, 2013 and 2012, respectively.  

Fixed Assets: 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.

F-9

Goodwill and Other Intangible Assets: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment annually or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at three reporting units that mirror our three segments (U.S., Canada and International).

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. If the carrying value is more than the estimated fair value, we then calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, as well as valuation comparisons to similar businesses. These valuation methods 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 these 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. These valuation methods require 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 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. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change.

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

F-10

value on an ongoing basis; however, these assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

Our impairment methodology for goodwill and other 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 physical damage to automobiles that we own, lease or rent,  and product warranty and recall liabilities. In addition, we maintain a nonmaterial deductible program as they relate to insurance for property, stock throughput, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and employee healthcare.  These programs have deductibles ranging from $25,000 to $1.0 million and are secured by various letters of credit totaling $6.5 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 aresufficient to cover outstanding claims, including those incurred but not reported as of the estimation date. Further, we maintain a commercially reasonable umbrella/excess policy that covers liabilities 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 all deductibles/retentions under insurance programs (other than employee healthcare) were $7.8 million and $5.9 million as of December 31, 2013 and 2012, respectively.  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 $3.3 million and $4.0 million as of December 31, 2013 and 2012, respectively. 

Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered.

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 the deferred tax assets considered realizable 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.

We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings.

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

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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 income.  

Equity-Based Compensation:  Our equity-based compensation consisted and consists of (i) restricted common units and profit units of PVF Holdings LLC, our former parent, and (ii) restricted stock and nonqualified stock options of our Company. 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 common units, profit 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 and is recognized as compensation expense over the applicable vesting period.

Revenue Recognition: Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenues. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title transfers. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of income.

Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances, 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. Purchasing and warehousing costs approximated $37.2 million, $34.8 million, and $27.3million for the years ended December 31, 2013, 2012 and 2011, respectively.

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 and unvested restricted 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 and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method.

Concentration of Credit Risk: Most of our business activity is with customers in the energy and industrial sectors. 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 2013, 2012 and 2011, we did not have sales to any one customer in excess of 10% of gross sales. At those respective year-ends, no individual customer balances exceeded 10% of gross accounts receivable.

We have a broad supplier base, sourcing our products in most regions of the world. During 2013, 2012 and 2011, we did not have purchases from any one vendor in excess of 10% of our gross purchases. At those respective year-ends no individual vendor balance exceeded 10% of gross 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.

Segment Reporting: We have three operating and reportable segments, the United States of America, Canada, and International, which includes Europe, Asia, and Australasia. These segments represent our global business of providing pipe, valves, fittings and related products and services to the energy and industrial sectors, 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) markets, through our distribution operations located throughout the world.

Reclassifications: Certain immaterial amounts in the prior years’ balance sheet and statements of cash flows have been reclassified to conform to the current year’s presentation.

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Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board (“FASB”) issued Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which specifies that a cumulative translation adjustment (“CTA”) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity.  For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings upon sale of the investment.  When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity.  CTA would be recognized in earnings in a business combination achieved in stages.  ASU 2013-05 will be effective for us prospectively in 2014.  We do not expect this update to have a material impact on our financial statements.

In July 2013, the FASB issued Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except in certain circumstances.  This update does not require any new disclosures and is effective for annual and interim periods beginning after December 31, 2013.  The amendments in this update will be applied prospectively to all unrecognized tax benefits that exist at the effective date.  We do not expect this update to have a material impact on our financial statements.

NOTE 2—ACQUISITIONS

In 2013, we completed two acquisitions for an aggregate purchase price of $46.8 million.  These acquisitions included:

" The assets and operations of Dan H. Brown, Inc., d/b/a Flow Control Products (“Flow Control”).  Flow Control is a leading provider in pneumatic and electro-hydraulic valve automation packages and related field support to the Permian Basin.

" The assets and operations of Flangefitt Stainless Ltd.  Flangefitt, headquartered in Warrington, England, with a location in Aberdeen, Scotland, is a leading pipe, flange and fitting (PFF) distributor in the oil and gas industry in England. 

The preliminary purchase price allocation of each acquisition was based on preliminary valuations. Our estimates and assumptions are subject to change upon the receipt and review of final valuations. The goodwill recognized for the acquisitions was primarily attributable to the expected profitability of the acquired businesses and synergies expected to arise after the acquisitions.  Goodwill recorded in connection with these transactions is deductible. The consideration paid for these acquisitions has been allocated as follows (in millions):

	2013
	Acquisitions
Net assets acquired:
Current assets, net of cash acquired	$                 18.6
Other long-term assets	1.8
Customer base intangibles	9.7
Other intangible assets	2.3
Goodwill	24.7
Current liabilities	(9.8)
Other long-term liabilities	(0.5)
Cash consideration paid	$                 46.8

In 2012, we completed three acquisitions for an aggregate purchase price of $152.4 million. These acquisitions included OneSteel Piping Systems Australia (“MRC PSA”), a PVF distributor supplying the oil and gas, mining and mineral processing industries in Australia, the assets of Chaparral Supply with support in the Mississippian Lime formation in Oklahoma and Kansas, and the assets and operations of Production Specialty Services, Inc. (“PSS”), a PVF distributor in the Permian Basin and Eagle Ford shale regions of Texas and New Mexico.

In 2011, we completed two acquisitions for an aggregate purchase price of $41.9 million. These acquisitions included Stainless Pipe and Fittings Australia Pty. Ltd. (“MRC SPF”), a distributor of stainless steel piping products, and certain assets and operations of Valve Systems and Controls (“VSC”), a Houston, Texas based company specializing in valve automation.

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The impact of these transactions was not material to our financial statements in each of these respective years. Accordingly, pro forma information has not been presented.

NOTE 3—ACCOUNTS RECEIVABLE

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

	December 31,
	2013	2012	2011
Allowance for doubtful accounts
Beginning balance	$             5,270	$             4,815	$             4,451
Net Charge-offs	(2,435)	(1,973)	(69)
Provision	(298)	2,428	433
Ending balance	$             2,537	$             5,270	$             4,815

Our accounts receivable is also presented net of sales returns and allowances. Those allowances approximated $3.1 million and $3.3 million at December 31, 2013 and 2012, respectively.  

NOTE 4—INVENTORIES

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

	December 31,
	2013	2012
Finished goods inventory at average cost:
Energy carbon steel tubular products	$         362,449	$        387,609
Valves, fittings, flanges and all other products	763,119	752,630
	1,125,568	1,140,239
Less: Excess of average cost over LIFO cost (LIFO reserve)	(130,802)	(150,982)
Less: Other inventory reserves	(23,199)	(19,029)
	$         971,567	$        970,228

During 2012, our inventory quantities were reduced, resulting in a liquidation of a 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. In2012, the effect of this LIFO decrement decreased cost of sales by approximately $1.3 million. There was no LIFO decrement in 2013.  

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

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

		December 31,
	Depreciable Life	2013	2012
Land and improvements	-	$       16,930	$     17,465
Building and building improvements	40 years	63,494	58,090
Machinery and equipment	3 to 10 years	137,254	130,289
Property held under capital leases	20 to 30 years	4,438	3,500
		222,116	209,344
Allowances for depreciation and amortization		(103,193)	(86,886)
		$     118,923	$   122,458

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NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands):

	US	Canada	International	Total
Goodwill at December 31, 2010 (1)	$            509,478	$                        -	$               39,906	$            549,384
Acquisition of VSC	2,780	-	-	2,780
Acquisition of MRC SPF	-	-	11,565	11,565
Other	(211)	-	-	(211)
Effect of foreign currency translation	-	-	(2,248)	(2,248)
Goodwill at December 31, 2011 (1)	$            512,047	$                        -	$               49,223	$            561,270
Acquisition of MRC PSA	-	-	21,829	21,829
Acquisition of PSS	25,051	-	-	25,051
Adjustment of MRC SPF purchase price	-	-	1,197	1,197
Effect of foreign currency translation	-	-	1,045	1,045
Goodwill at December 31, 2012 (1)	$            537,098	$                        -	$               73,294	$            610,392
Acquisition of Flow Control	15,257	-	-	15,257
Acquisition of Flangefitt	-	-	9,472	9,472
Adjustment of PSS purchase price	(378)	-	-	(378)
Effect of foreign currency translation	-	-	(2,459)	(2,459)
Goodwill at December 31, 2013 (1)	$            551,977	$                        -	$               80,307	$            632,284

(1)Net of accumulated impairment losses of $240.9million and $69.0million in the U.S and Canadian segments, respectively.

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

	Weighted-
	Average
	Amortization		Accumulated	Net Book
	Period (in years)	Gross	Amortization	Value
December 31, 2013
Customer base	15.8	$            730,108	$            (291,116)	$            438,992
Amortizable trade names	6.1	18,099	(9,268)	8,831
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.0	244	(81)	163
	15.5	$         1,008,474	$            (300,465)	$            708,009
December 31, 2012
Customer base	15.8	$            721,010	$            (242,355)	$            478,655
Amortizable trade names	6.7	15,671	(6,577)	9,094
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.8	2,470	(970)	1,500
	15.6	$            999,174	$            (249,902)	$            749,272

(1)Net of accumulated impairment losses of $76.2 million.

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Amortization of Intangible Assets

Total amortization of intangible assets for each of the years ending December 31, 2014 to 2018 is currently estimated as follows (in thousands):

2014	$              53,830
2015	53,207
2016	51,671
2017	50,023
2018	49,092

NOTE 7—LONG-TERM DEBT

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

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount of $4,457 and $6,345	$          787,059	$           642,030
Global ABL Facility	199,630	608,006
Other	145	6,553
	986,834	1,256,589
Less current portion	7,935	6,500
	$          978,899	$        1,250,089

Senior Secured Term Loan B: In November 2012, we entered into a $650 million seven-year Term Loan B (the “Term Loan”), with Bank of America N.A. as administrative agent, and other lenders from time to time parties thereto. In November 2013, we increased the principal amount of the term loan to $793.5 million and modified the interest rates to those outlined below.

Accordion. The Term Loan allows for incremental increases up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (the ratio of the Company’s Consolidated EBITDA (as defined under the Term Loan) to senior secured debt) (net of up to $75 million of unrestricted cash) would not exceed 3.50 to 1.00.

Maturity. The scheduled maturity date of the Term Loan is November 9, 2019. 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 2.00%, plus an applicable margin, or at a rate based on LIBOR, subject to a floor of 1.00%, plus an applicable margin. The applicable margin for base rate loans is 300 basis points, and the applicable margin for LIBOR loans is 400 basis points. The margin steps down by 25 basis points if the Company’s consolidated total leverage ratio (as defined under the Term Loan) is less than 2.50 to 1.00.

Voluntary Prepayment. The Company is able to voluntarily prepay the principal without penalty or premium, other than a 1% premium for re-pricing transactions that occur prior to May 19, 2014.

Mandatory Prepayment. The Company is required to repay the Term Loan with certain asset sale and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if the Company’s senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if the Company’s senior secured leverage ratio is no more than 2.50 to 1.00).  The Company is not required to make a mandatory prepayment in 2014 related to the fiscal year 2013.

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Restrictive Covenants. The Term Loan does not include any financial 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 (including the Borrower) to:

•make investments;

•  prepay certain indebtedness;

•grant liens;

•  incur additional indebtedness;

•sell assets;

•  make fundamental changes;

•enter into transactions with affiliates; and

•  in the case of the Company, to 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 3.25:1.00.

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 3.50:1.00. 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 4.00:1.00. 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 5.00:1.00. 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 March 2012, we entered into a multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) which replaced our then existing asset-based lending credit facility, our MRC Transmark term loan and revolving credit facility and our MRC Transmark overdraft facility. The five-year Global ABL Facility is comprised of $1.25 billion of total revolving credit facilities, including $977 million in the United States, $170 million in Canada, $12 million in the United Kingdom, $75 million in Australia, $9 million in the Netherlands and $7 million in Belgium. The facility contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million.

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.

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 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.

No non-U.S. subsidiary guarantees the U.S. tranche and no property of our non-U.S. subsidiaries secures the U.S. tranche. 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.

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

F-17

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.

U.S. borrowings under the facility bear interest at LIBOR plus a margin varying between 1.50% and 2.00% based on our fixed charge coverage ratio. Borrowings by our foreign borrower subsidiaries are generally subject to the same interest rate margins with the benchmark rate for such borrowings varying based on the currency in which such borrowings are made.

Senior Secured Notes:In a series of transactions from June to September 2012, we purchased in the open market $188.7 million in principal of our 9.50% senior secured notes due 2016 for $205.0 million.  We incurred a pre-tax loss on the purchase of the senior secured notes of $21.7 million related to the purchase premium, the write off of unamortized deferred financing costs and the write off of original discount. 

In November 2012, we redeemed the remaining $861.3 million of senior secured notes.  The early redemption required the payment of a premium of $68.9 million.  When combined with the write off of unamortized deferred financing costs and write off of original issue discount, this redemption resulted in a pre-tax loss of $92.2 million.

Availability: At December 31, 2013, availability under our revolving credit facilities was $776.9 million.

Interest on Borrowings:  The interest rates on our borrowings outstanding at December 31, 2013 and 2012, including the amortization of original issue discount on the Term Loan, were as follows:

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount	5.09%	6.39%
Global ABL Facility	2.12%	2.21%

Maturities of Long-Term Debt: At December 31, 2013, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):

2014	$             7,935
2015	8,080
2016	7,935
2017	207,565
2018	7,935
Thereafter	747,384

NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies. All of our derivative instruments are freestanding and, accordingly, changes in their fair market value are recorded in earnings. In December 2013, we entered into foreign exchange forward contracts with a notional amount of $1.6 billion Norwegian Krone  ($260million)related to the January 2014 acquisition of Stream AS.

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The table below provides data about the fair value of the derivative instruments that are recorded in our consolidated balance sheets (in thousands):

	December 31, 2013		December 31, 2012
	Assets	Liabilities	Assets	Liabilities
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts (1)	$        4,603	$              -	$             3	$              -

(1) Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December31, 2013 and 2012, respectively.  

The table below provides data about the amount of gains and (losses) recognized in our consolidated statements of operations related to our derivative instruments (in thousands):

	Year Ended December 31,
Derivatives not designated as hedging instruments:	2013	2012	2011
Foreign exchange forward contracts	$        4,731	$          176	$            71
Interest rate contracts	$               -	$       2,010	$       6,973

NOTE 9—INCOME TAXES

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

	Year Ended December 31,
	2013	2012	2011
United States	$          231,434	$          156,226	$            50,654
Foreign	5,477	25,470	5,114
	$          236,911	$          181,696	$            55,768

Income taxes included in the consolidated statements of income consist of (in thousands):

	Year Ended December 31,
	2013	2012	2011
Current:
Federal	$           90,063	$           65,563	$           32,080
State	8,058	6,569	2,878
Foreign	6,518	12,038	8,188
	104,639	84,170	43,146
Deferred:
Federal	(21,102)	(15,776)	(14,960)
State	2,818	(1,256)	(1,177)
Foreign	(1,539)	(3,400)	(225)
	(19,823)	(20,432)	(16,362)
Income tax expense	$           84,816	$           63,738	$           26,784

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

	Year Ended December 31,
	2013	2012	2011
Federal tax expense at statutory rates	$           82,918	$           63,474	$           19,518
State taxes	3,855	3,453	977
Nondeductible expenses	1,152	1,123	1,121
Effect of tax rate changes on existing temporary differences	3,074	-	3,993
Effect of foreign operations	(9,752)	(3,565)	(499)
Change in valuation allowance	7,714	(78)	522
Other	(4,145)	(669)	1,152
Income tax expense	$           84,816	$           63,738	$           26,784
Effective tax rate	35.8%	35.1%	48.0%

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

	December 31,
	2013	2012
Deferred tax assets:
Allowance for doubtful accounts	$             1,265	$             2,046
Accruals and reserves	16,603	12,617
Net operating loss and tax credit carryforwards	13,423	5,453
Other	1,270	1,504
Subtotal	32,561	21,620
Valuation allowance	(14,155)	(2,059)
Total	18,406	19,561
Deferred tax liabilities:
Accounts receivable	-	(4,550)
Inventory valuation	(81,208)	(79,575)
Property, plant and equipment	(8,538)	(11,210)
Intangible assets	(236,832)	(252,976)
Debt	(5,798)	(5,745)
Other	(177)	(11)
Total	(332,553)	(354,067)
Net deferred tax liability	$        (314,147)	$        (334,506)

We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. If 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 $101.6 million of state net operating loss carryforwards as of December 31, 2013, which will expire in future years through 2033 and foreign tax credit carryforwards of $4.4 million expiring in 2022. In certain non-U.S. jurisdictions, we had $34.6 million of net operating loss carryforwards, of which $30.6 million have no expiration and $4.0 million will expire in future years through 2022.  

We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as we have no current intention to repatriate these earnings. As such, deferred income taxes are not provided for temporary differences of approximately $192.9 million and $189.4 million as of December 31, 2013 and 2012, respectively, representing earnings of non-U.S. subsidiaries intended to be permanently reinvested. These additional foreign earnings could become subject to additional tax if remitted, or deemed remitted, as a

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dividend. Computation of the potential deferred tax liability associated with these undistributed earnings and any other basis difference is not practicable.

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 2009 and the statute of limitations at our international locations is generally six to seven years.

At December 31, 2013 and 2012, our unrecognized tax benefits were immaterial to our consolidated financial statements.

NOTE 10—STOCKHOLDERS’ EQUITY

Preferred Stock

We have authorized 100,000,000 shares of preferred stock. Our Board of Directors has the authority to issue shares and set the terms of the shares of preferred stock. As of December 31, 2013 and 2012, there were no shares of preferred stock issued or outstanding.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, in the accompanying consolidated balance sheets consists of the following (in thousands):

	December 31,
	2013	2012
Currency translation adjustments	$             (40,173)	$             (21,829)
Pension related adjustments	(249)	(335)
Accumulated other comprehensive loss	$             (40,422)	$             (22,164)

Earnings per Share

Earnings per share are calculated in the table below (in thousands, except per share amounts).

	Year Ended December 31,
	2013	2012	2011
Net income	$             152,095	$             117,958	$              28,984
Average basic shares outstanding	101,712	96,465	84,417
Effect of dilutive securities	810	460	238
Average diluted shares outstanding	102,522	96,925	84,655
Net income per share:
Basic	$                   1.50	$                   1.22	$                  0.34
Diluted	$                   1.48	$                   1.22	$                  0.34

Stock options and shares of restricted stock are disregarded in this calculation if they are determined to be anti-dilutive. For the years ended December 31, 2013, 2012 and 2011, our anti-dilutive stock options approximated 0.5 million, 2.1 million and 2.3 million, respectively.  

NOTE 11—EMPLOYEE BENEFIT PLANS

Equity Compensation Plans:  Our 2007 Stock Option Plan 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 2013, 262,586 stock options were exercised and no stock options were granted under this plan.

Under the terms of our 2007 Restricted Stock Plan, up to 500,000 shares of restricted stock could have been granted at the direction of the Board of Directors and vesting generally occurred in one-fourth increments on the second, third, fourth and fifth anniversaries of the date specified in the employees’ respective restricted stock agreements, subject to accelerated vesting under certain circumstances set forth in the restricted stock agreements. Fair value was based on the fair market value of our stock on the date of issuance. We

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expense the fair value of the restricted stock grants on a straight-line basis over the vesting period.

Under the terms of the 2007 Stock Option and Restricted Stock Plans, all previously granted stock options and restricted stock were to vest when funds affiliated with Goldman, Sachs & Co. ceased to own more than 5,141,547 shares of our common stock. Upon completion of the November 2013 sale ofour common stock by Goldman, Sachs & Co.,  852,939 stock options and 134,211 shares of restricted stock vested triggering the accelerated recognition of $5.2 million of equity-based compensation expense.

In April 2012, we replaced the 2007 Stock Option Plan and the 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 has 3,250,000 shares reserved for issuance pursuant to 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 and restricted stock 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 four or 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 option agreements. Vesting for directors generally occurs in one year.  In 2013, 726,746 stock options and 99,163 shares of restricted stock were granted to executive management, members of our Board of Directors and employees under this plan.  To date, 1,890,670 shares have been granted under this plan.  We expense the fair value of the stock option grants on a straight-line basis over the vesting period. A Black-Scholes option-pricing model is used to estimate the fair value of the stock options.

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
		Exercise	Contractual	Intrinsic
	Options	Price	Term	Value
			(years)	(thousands)
Stock Options
Balance at December 31, 2012	3,758,758	$              18.05	7.4	$            36,585
Granted	726,746	29.53
Exercised	(262,586)	12.50
Forfeited	(286,257)	22.62
Expired	(2,576)	12.52
Balance at December 31, 2013	3,934,085	$              20.47	7.0	$            46,144
At December 31, 2013
Options outstanding, vested and exercisable	2,397,955	$              17.75	5.8	$            34,772
Options outstanding, vested and expected to vest	3,883,434	$              20.40	6.9	$            45,798

		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock
Nonvested at December 31, 2012	134,211	$              15.65
Granted	99,163	29.52
Vested	(135,179)	15.76
Forfeited	(4,712)	29.87
Nonvested at December 31, 2013	93,483	$              29.48

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The following table summarizes award activity under our stock option and restricted stock plans:

	Year Ended December 31,
	2013	2012	2011
Stock Options
Weighted-average, grant-date fair value of awards granted	$              12.10	$                6.52	$                3.46
Total intrinsic value of stock options exercised	4,717,693	1,089,830	1,715
Total fair value of stock options vested	6,352,967	1,370,130	1,833,836

	Year Ended December 31,
	2013	2012	2011
Restricted Stock
Weighted-average, grant-date fair value of awards granted	$              29.48	$              15.65	$              14.36
Total fair value of restricted stock vested	4,173,834	484,141	378,670

Stock Options

Following are the weighted-average assumptions used to estimate the fair values of our stock options:

	Year Ended December 31,
	2013	2012	2011
Risk-free interest rate	0.86%	0.90%	1.32%
Dividend yield (1)	0.00%	0.00%	0.00%
Expected volatility	40.96%	41.87%	46.05%
Expected life (in years)	6.2	6.6	5.0

(1) The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends.

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

	Year Ended December 31,
	2013	2012	2011
Equity-based compensation expense:
Stock options	$            13,329	$              7,533	$              6,707
Restricted stock	2,159	481	412
Restricted common units	-	-	(1)
Profit units	-	461	1,267
Total equity-based compensation expense	$            15,488	$              8,475	$              8,385
Income tax benefits related to equity-based compensation	$              5,743	$              3,114	$              3,081

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

	Weighted-
	Average Vesting	December 31,
	Period (in years)	2013
Unrecognized equity-based compensation expense:
Stock options	2.9	$            10,168
Restricted stock	3.5	1,950
Total unrecognized equity-based compensation expense		$            12,118

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., Canada, the United Kingdom, Australia, France, Belgium, the Netherlands, and New Zealand. These plans generally allow employees the option to defer a percentage of their compensation in accordance with local tax laws. In

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addition, we make contributions under these plans ranging from 1% to 10% of eligible compensation.

Our provisions for the expense under defined contribution plans were $10.5 million, $9.0 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Defined Benefit Employee Benefit Plan:  We maintain a defined benefit pension plan for 13 current and former employees of our Belgian subsidiary.  The unfunded liability associated with this plan was $0.5 million and $0.7 million as of December 31, 2013 and 2012, respectively.

NOTE 12—RELATED PARTY TRANSACTIONS

Europump Systems Inc.

Certain MRC Canada ULC employees, who are shareholders of the Company, served as executive officers of Europump Systems Inc. (“Europump”). Europump is engaged in the business of selling, servicing and renting industrial pumps. During the years ended December 31, 2013, 2012 and 2011, our purchases from Europump approximated $42.3 million, $39.3 million and $42.0 million, respectively. At December 31, 2013 and 2012, we had payables to Europump of approximately $0 and $4.9 million, respectively. During the years ended December31, 2013, 2012 and 2011, our sales to Europump approximated $2.1 million, $1.2 million and $2.5 million, respectively. At December 31, 2013 and 2012, we had receivables of approximately $0.8million and $0.2 million from Europump, respectively. We also agreed to make certain profit sharing payments to the Europump shareholders in respect of certain oilfield supply and service stores located in Western Canada. For the years ended December 31, 2013, 2012 and 2011, the expense we recognized for the aggregate profit participation for Europump was approximately $6.2 million, $7.9 million and $5.8 million, respectively.  

Leases

We lease land and buildings at various locations from Hansford Associates Limited Partnership (“Hansford Associates”), and Prideco LLC (“Prideco”), as well as certain employees. We lease equipment and vehicles from Prideco. Certain of our directors participate in ownership of Hansford Associates and Prideco. Most of these leases are renewable for various periods through 2019 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 $2.0 million, $4.3 million and $5.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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 $2.0 million, $1.4 million, $1.5 million, $1.4 million and $1.4 million for the years 2014, 2015, 2016, 2017 and 2018 and thereafter, respectively.

Cypress Energy Partners

One of our directors is the chairman, chief executive officer and president of one of our customers, Cypress Energy Partners, LP.  During 2013, we received revenue of $0.4 million from Cypress Energy Partners, LP.  Each sale was made on an arm’s-length basis at market pricing.

The Goldman Sachs Funds

Up to and until November 13, 2013, certain affiliates of The Goldman Sachs Group, Inc., including GS Capital Partners V Fund, L.P., GS Capital Partners VI Fund, L.P. and related entities, or the Goldman Sachs Funds, were the majority owners of PVF Holdings, our largest stockholder.  In March 2013, Goldman Sachs & Co. was the co-lead bookrunner on our secondary offering.  In 2012, Goldman Sachs Credit Partners L.P. (“GSCP”), an affiliate of the Goldman Sachs Funds, was a co-lead arranger and joint bookrunner under our Global ABL Facility and our Term Loan as well as the syndication agent under those facilities. In addition, Goldman Sachs Lending Partners L.L.C. is a participant in our Global ABL Credit Facility. Goldman, Sachs & Co. was the co-lead bookrunner on our initial public offering and our November 2012 secondary offering.

Payments made to affiliates of the Goldman Sachs Funds in connection with these transactions were $10.9 million, $13.2 million and $0.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Affiliates of the Goldman Sachs Funds 

From time to time, we sell products to affiliates of the Goldman Sachs Funds. The total revenues from these affiliates were $33.7 million, $23.1 million, and $12.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The total receivables due from these affiliates were $7.0 million and $5.0million as of December 31, 2013 and 2012, respectively.

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In 2012, we engaged an affiliate of the Goldman Sachs Funds to provide services for treasury, accounts receivables collection software and disaster recovery systems and paid them approximately $0.6 million and $0.9 million for the years ended December 31, 2013 and 2012, respectively.

NOTE 13—SEGMENT, GEOGRAPHIC AND PRODUCT LINE INFORMATION

We operate as three business segments, U.S., Canada and International. Our International segment consists of our operations outside of the U.S. and Canada, principally Europe, Asia and Australasia. These segments represent our business of selling pipe, valves and fittings to the energy and industrial sectors, 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 processing and general industrials) markets. The following table presents financial information for each segment (in millions):

	Year Ended December 31,
	2013	2012	2011
Sales
U.S.	$         3,967.6	$          4,238.4	$           3,849.2
Canada	709.4	765.2	653.6
International	553.8	567.2	329.6
Consolidated sales	$         5,230.8	$          5,570.8	$           4,832.4
Depreciation and amortization
U.S.	$              13.6	$               11.2	$                11.6
Canada	2.0	2.1	2.5
International	6.7	5.3	2.9
Total depreciation and amortization expense	$              22.3	$               18.6	$                17.0
Amortization of intangibles
U.S.	$              42.4	$               40.0	$                40.1
Canada	2.4	2.5	4.5
International	7.3	7.0	6.1
Total amortization of intangibles expense	$              52.1	$               49.5	$                50.7
Operating income
U.S.	$            280.1	$             358.3	$              166.5
Canada	20.9	27.2	17.4
International	10.8	21.5	10.7
Total operating income	311.8	407.0	194.6
Interest expense	60.7	112.5	136.8
Loss on early extinguishment of debt	-	114.0	-
Other (income) expense	14.2	(1.2)	2.0
Income before income taxes	$            236.9	$             181.7	$                55.8

	December 31,
	2013	2012
Total assets
United States	$         2,732.3	$          2,732.4
Canada	204.7	249.1
International	398.7	388.2
Total assets	$         3,335.7	$          3,369.7

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The percentages of our fixed assets relating to the following geographic areas are as follows:

	December 31,
	2013	2012
Fixed assets
United States	57%	56%
Canada	24%	24%
International	19%	20%
Total fixed assets	100%	100%

Our net sales by product line are as follows (in thousands):

	Year Ended December 31,
Type	2013		2012		2011
Energy carbon steel tubular products:
Line pipe	$      1,061,881	20%	$        1,158,512	21%	$        1,033,976	21%
Oil country tubular goods (OCTG)	463,656	9%	715,108	13%	809,163	17%
	$      1,525,537	29%	$        1,873,620	34%	$        1,843,139	38%
Valves, fittings, flanges and other products:
Valves and specialty products	$      1,440,431	28%	$        1,431,888	26%	$        1,143,234	24%
Carbon steel fittings and flanges and stainless steel
and alloy pipe and fittings	1,135,818	22%	1,175,276	21%	870,581	18%
Other	1,129,006	21%	1,090,074	19%	975,469	20%
	$      3,705,255	71%	$        3,697,238	66%	$        2,989,284	62%

NOTE 14—FAIR VALUE MEASUREMENTS

We used the following methods and significant assumptions to estimate fair value for assets and liabilities recorded at fair value.

Interest Rate Contracts:  Interest rate contracts are reported at fair value utilizing Level 2 inputs. We obtain dealer quotations to value our interest rate swap agreements. These quotations rely on observable market inputs such as yield curves and other market-based factors.

Foreign Exchange Forward and Option Contracts:  Foreign exchange forward contracts are reported at fair value utilizing Level 2 inputs, as the fair value is based on broker quotes for the same or similar derivative instruments.

The following table presents assets and liabilities measured at fair value on a recurring basis, and the basis for that measurement (in thousands):

	Fair Value Measurements at Reporting Date Using
	Total	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
December 31, 2013
Assets:	$       4,603	$                      -	$              4,603	$                          -
Liabilities:	-	-	-	-
December 31, 2012
Assets:	$              3	$                      -	$                     3	-
Liabilities:	-	-	-	-

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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 $0.987billion and $1.257 billion at December 31, 2013 and 2012, respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices as of December 31, 2013 and 2012, respectively. The fair value of our debt was $0.997 billion and $1.261 billion at December 31, 2013 and 2012, respectively. The carrying values of our Global ABL Facility and remaining portions of our long-term debt approximate their fair values.

NOTE 15—COMMITMENTS AND CONTINGENCIES

Leases

We regularly enter into operating and capital lease arrangements for certain of our facilities and equipment. Our leases are renewable at our option for various periods through 2021. Certain renewal options are subject to escalation clauses and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Leases with escalation clauses based on an index, such as the consumer price index, are expensed and projected based on current rates. Leases with specified escalation steps are expensed and projected based on the rate in effect in the respective period which is not materially different than the straight-line method. We amortize leasehold improvements over the remaining life of the lease. Rental expense under our operating lease arrangements was $53.3 million, $48.3 million and $40.3 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Future minimum lease payments under noncancelable operating and capital lease arrangements having initial terms of one year or more are as follows (in thousands):

	Operating Leases	Capital Leases
2014	$             41,328	$                628
2015	33,268	297
2016	24,208	158
2017	18,448	117
2018	14,244	131
Thereafter	16,686	568
	$           148,182	$             1,899

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, McJunkin Red Man Corporation, purportedly distributed. As of December 31, 2013, we are a named defendant in approximately 279 lawsuits involving approximately 930 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;

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· 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 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 material pending legal proceedings that are likely to have a material effect on our business, financial condition, results of operations or cash flows.

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. 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 ultimate disposition of these claims and proceedings is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

Weatherford Claim.  In addition to PVF, our Canadian subsidiary, Midfield Supply (“Midfield”), now known as MRC Canada, also distributed progressive cavity pumps and related equipment (“PCPs”) under a distribution agreement with Weatherford Canada Partnership (“Weatherford”) within a certain geographical area located in southern Alberta, Canada.  Commencing in late 2005 and into early 2006, Midfield hired new employees, including individuals who left Weatherford, as part of Midfield’s desire to expand its PVF business into northern Alberta.  Shortly thereafter, many of these employees left Midfield and formed a PCP manufacturing, distribution and service company named Europump Systems Inc. (“Europump”) in 2006.  The distribution agreement with Weatherford expired in 2006.  Midfield supplied Europump with PVF products that Europump distributed along with sales of PCP pumps.  In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs.

Pursuant to a complaint that Weatherford filed on April 11, 2006 in the Court of Queen’s Bench of Alberta, Judicial Bench of Edmonton (Action No. 060304628), Weatherford sued Europump, three of Europump’s part suppliers, Midfield, certain current and former employees of Midfield, as well as other entities related to these parties, asserting a host of claims including breach of contract, breach of fiduciary duty, misappropriation of confidential information related to the PCPs, unlawful interference with economic relations and conspiracy.  The Company denies these allegations and contends that Midfield’s expansion and subsequent growth was the result of fair competition. 

From 2006 through 2012, the case focused largely on Weatherford’s questioning of defense witnesses.  In 2013, the defendants began substantive questioning of Weatherford and its witnesses.  Discovery is ongoing and expected to last through 2014. 

Due to ongoing discovery, and the limited information available related to any claimed damages, we cannot reasonably estimate potential loss at this time.  The Company believes Weatherford’s claims are without merit and intends to defend against them vigorously.

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 often 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, 2013 approximated $33.2 million.

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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, 2013 was approximately $6.7 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.

NOTE 16—QUARTERLY INFORMATION (UNAUDITED)

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

	First	Second	Third	Fourth	Year
2013
Revenues	$     1,305.1	$     1,267.8	$     1,313.7	$     1,344.2	$     5,230.8
Gross profit	246.6	243.9	238.3	226.0	954.8
Net income (1)	46.2	43.9	38.8	23.3	152.1
EPS:
Basic (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.50
Diluted (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.48
2012
Revenues	$     1,382.6	$     1,430.4	$     1,451.1	$     1,306.7	$     5,570.8
Gross profit	236.6	241.7	277.2	258.3	1,013.7
Net income (loss) (1)	37.5	31.3	55.5	(6.4)	118.0
EPS:
Basic (1)	$          0.44	$          0.32	$          0.55	$          (0.06)	$          1.22
Diluted (1)	$          0.44	$          0.32	$          0.54	$          (0.06)	$          1.22

 _______________

(1)Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

NOTE 17—SUBSEQUENT EVENTS

In January 2014, we terminated a profit sharing agreement with respect to certain oilfield supply and service stores in western Canada. This profit sharing agreement required us to make annual profit sharing payments to Europump related to PVF sales in the heavy oil region of Canada.  In conjunction with the termination of this agreement, we sold our progressive cavity pump (“PCP”) distribution and servicing business to Europump, our primary supplier of PCP pumps.  We believe this divestiture will allow us to focus on our core business of supplying PVF products and services to the energy and industrial markets. We expect the impact of this divestiture to be a reduction in sales of approximately $82 million in 2014; however, through the elimination of costs associated with the business, including the profit sharing payments to Europump, we expect the impact of the sale will have a modestly accretive impact on profitability going forward.  However, we do anticipate a first quarter 2014 pre-tax charge of approximately $7 million ($4.6 million after-tax) associated with the termination of the profit sharing agreement.

In January 2014, we completed the $260 million acquisition of Stream AS.  Headquartered in Norway, Stream is the leading pipe, valve and fittings distributor and provider of flow control products, solutions and services to the offshore oil and gas industry on the Norwegian Continental Shelf.  The purchase price was funded with existing availability under our Global ABL Facility as well as cash on hand. 

F-29

EX-10.137

	
		
			Exhibit 10.13.7
		
	
	

EX-10.138

Exhibit 10.13.8

MRC Global Inc.

Restricted Stock Award Agreement

(Feb. 2014rev)

This Restricted Stock Award Agreement (this “Agreement”), is made as of [Month Day, Year] (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).

1. Grant of Restricted Stock.  The Company hereby grants to the Participant anaward of _______ Shares of Restricted Stock (the “Award”).  The Shares granted shall beissued in the name of the Participant as soon as reasonablypracticable after the Grant Date and shall be subject to the execution and return of thisAgreement by the Participant to the Company as provided in Section 8 hereof. The Award ismade under and pursuant to the MRC Global Inc. 2011 Omnibus Incentive Plan(the “Plan”) which Plan is incorporated herein byreference, and the Award is subject to all of the provisions thereof. Capitalized terms usedherein without definition shall have the same meanings given such terms in the Plan.

2. Restrictions on Transfer; Rights of Participant

2.1. The Shares of Restricted Stock subject to this Award may not besold, transferred, assigned or otherwise disposed of, and may not be pledged or otherwisehypothecated (the “Transfer Restrictions”),until vested pursuant to Section 3 or 4 hereof.

2.2. Except as otherwise provided in this Agreement, the Participant shall be entitled, at all times on and after the Grant Date, to exercise all rights of a stockholder with respect to the Shares of Restricted Stock subject to this Award (whether or not the restrictions thereon shall have lapsed), including the right to vote the Shares of Restricted Stock and to receive all dividends or other distributions paid or made with respect thereto; provided, that dividends or distributions declared or paid on the Restricted Stock by the Company shall be deferred and paid to the Participant at the same time as the Shares of Restricted Stock in respect of which such dividends or distributions were made, become vested pursuant to this Agreement.

3. Vesting Schedule.  So long as the Participant has remained an employee of the Company or any of its Subsidiaries continuously from the Grant Date through the applicable vesting date, the Transfer Restrictions shall lapse and the Participant shall become vested in the Award inaccordance with the following schedule, subject to Section 4 hereof:

Vesting Date	Percentage of Award Vested
First anniversary of Grant Date	25%
Second anniversary of Grant Date	50%
Third anniversary of Grant Date	75%
Fourth anniversary of Grant Date	100%

4. Accelerated Vesting.  Notwithstanding Section 3 above, the vesting of theAward shall change upon the occurrence of certain events as follows:

4.1. Death or Disability.  Upon the Participant’s Termination by reason of the Participant’s death or Disability at any time on or after the Grant Date and prior to the fourth anniversary of the Grant Date,  the Award will be deemed to be vested with respect to an additional 25% of the Shares subject to the Award.

4.2. Change in Control.  Upon a Change in Control, the Award shall become 100% vested and exercisable.

4.3. Retirement.  If the Participant’s employment with the Company and its Subsidiaries Terminates and either:

(a)the Participant is at least 65 years of age, or

(b)the Participant’s age plus years of service equal to at least 80,

in each case, upon that Termination, the Award shall continue to vest and become exercisable in accordance with the vesting schedule in Section 3 hereof as if the Participant remained employed with the Company and its Subsidiaries so long as the Participant does not engage in a “Prohibited Activity” as defined on Exhibit A. Any Termination described in this Section 4.3 shall herein be referred to as a “Retirement”.   Notwithstanding the foregoing in this Section 4.3, the Participant must remain employed with the Company on or after:

(i)in the case of the president or chief executive officer of the Company, the third anniversary of the Grant Date unless the Committee waives this requirement,

(ii)in the case of executives of the Company who are on the level of senior or executive vice presidents, the third anniversary of the Grant Date unless the President waives this requirement, or

(iii)for all other Award holders, the first anniversary of the Grant Date,

in each case, for this Section 4.3 to have effect.

5. Forfeiture

5.1. Termination of Employment.  Any portion of the Award that has not vested as of the day following the date of the Participant’s Termination for any reason other than Retirement, death or Disability shall be forfeited upon the Termination, and all Shares of Restricted Stock subject to the forfeited portion of the Award shall revert to the Company.

5.2. Retirement.  In the case of a Termination by reason of Retirement, if the Participant engages in any Prohibited Activity (as defined in Exhibit A) following his Retirement, the non-vested portion of the Award may, in the sole discretion of the Committee, be immediately cancelled without payment of consideration therefor. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend the vesting of the Awardfor up to three months to permit the investigation of the allegation. If the Company determines that the Participant did not engage in any Prohibited Activities, the Company shall deliver any Shares that would have otherwise vested but for the suspension of vesting.

6. Escrow and Delivery of Shares

6.1. Certificates or evidence of book-entry shares representing the Shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Participant or his or her nominee as set forth in Section 6.2 hereof, subject to the Participant’s delivery of any documents which the Company in its discretion may require as a condition to the delivery of Shares to the Participant or his or her estate.

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6.2. Certificates or evidence of book-entry shares representing those Shares of Restricted Stock that have vested pursuant to Section 3 or 4 hereof shall be delivered to the Participant (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant’s spouse) or to the Participant’s nominee as soon as practicable following the applicable date as of which the Share vest. 

7. Restrictive Covenant.  In consideration of the Award that the Company has granted to Participant in this Agreement, Participant agrees not to engage in Prohibited Activity during Participant’s employment with the Company and any of its subsidiaries (the “Company Group”) and for a period of [CEO: 18][EVPs: 12][all others: six] months after Participant’s termination of employment with the Company Group (the “Restricted Period”).  If the Participant engages in a Prohibited Activity during the Restricted Period, the Company and/or its appropriate subsidiaries may seek an injunction from a court of competent jurisdiction to prevent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction.  Both the Company and the Participant agree that monetary damages alone are an insufficient remedy for breach of the foregoing covenant.  The Company and/or its appropriate subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement.  To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group’s businesses and time of applicability of the restrictions.

8. Execution of Agreements.  The Award granted to the Participant shall besubject to the Participant’s execution and return of this Agreement .

9. No Right to Continued Employment.  Nothing in this Agreement shall interferewith or limit in any way the right of the Company or its Subsidiaries to Terminate the Participant’semployment, nor confer upon the Participant any right to continuance of employment by the Company or any of its Subsidiaries or continuance of service as a Board member.

10. Withholding of Taxes.  Prior to the delivery to the Participant (or theParticipant’s estate, if applicable) of Shares of Restricted Stock thathave vested pursuant to Section 3 or 4 hereof, the Participant (or the Participant’s estate) shall be required to pay to theCompany or any Affiliate, and the Company shall have the right and is hereby authorized towithhold, any applicable withholding taxes in respect of such Award, or any payment or transferunder, or with respect to, such Award, and to take such other action as may be necessary in theopinion of the Committee to satisfy all obligations for the payment of such withholding taxes.The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold from a Share Payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to the withholding amount.  The Participant shall be solely responsible for the payment of all taxes relating to the paymentor provision of any amounts or benefits hereunder.

11. Modification of Agreement.  This Agreement may be modified, amended,suspended or terminated, and any terms or conditions may be waived, but only by a writteninstrument executed by the parties hereto, except as otherwise permitted under the Plan.

12. Severability.  Should any provision of this Agreement be held by a court ofcompetent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force inaccordance with their terms.

13. Governing Law.  The validity, interpretation, construction and performance ofthis Agreement shall be governed by the laws of the jurisdiction set forth in the Plan, withoutgiving effect to the conflicts of laws principles thereof.

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14. Securities Laws.  Upon the acquisition of any Shares pursuant to the lapse ofrestrictions provided for under this Agreement, the Participant will make written representations, warranties and agreements as the Committee may reasonably request to comply with applicable securities laws or with this Agreement.

15. Legend on Certificates.  The certificates representing the Shares acquired pursuant to this Award shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange unless an exemption to such registration or qualification is available and satisfied.  The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

16. Underwriter Lockup Agreement.In the event of anyunderwritten public offering of securities by the Company, the Participant agrees to the extent requested in writing by a managing underwriter, if any, not to sell, transfer or otherwise dispose of any Shares acquired pursuant to this Award (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days or such shorter period as such managing underwriter may permit.

17. Successors in Interest.  This Agreement shall inure to the benefit of and bebinding upon any successor to the Company.  This Agreement shall inure to the benefit of theParticipant’s legal representatives.  All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

18. Resolution of Disputes.  Any dispute or disagreement which may arise under,or as a result of, or in any way relate to, the interpretation, construction or application of thisAgreement shall be determined by the Committee.  Any determination made hereunder shall be final, binding and conclusive on the Participant, the Participant’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes.  By accepting the grant pursuant to this Agreement, the Participant confirms that Participant is subject to the policies of Participant’s employing company within the Company Group (except as may be specifically modified in an employment agreement), including (without limitation) any policy requiring mandatory arbitration of employment disputes and the grant pursuant to this Agreement is further consideration of those policies.

19. Non-Transferability. Subject to the terms of the Plan, no rights under this Agreement shall be transferable otherwise than by will, the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order (“QDRO”), and, except to the extent otherwise provided herein, the rights and the benefits of the Agreement may be exercised and received, respectively, during the lifetime of the Participant only by the Participant or by the Participant’s guardian or legal representative or by an “alternate payee” pursuant to a QDRO.

20. Entire Agreement.  This Agreement constitutes the entire understanding between the Participant and the Company and its Subsidiaries with respect to the Award, and supersedes all other agreements, whether written or oral, with respect to the Award.

21. Headings.  The headings of this Agreement are inserted for convenience onlyand do not constitute a part of this Agreement.

4

22. Counterparts and Electronic Administration.  This Agreement may be executed simultaneously in two ormore counterparts, each of which shall constitute an original, but all of which takentogether shall constitute one and the same agreement.  This Agreement may be signed by indicating assent to be bound by this Agreement through an electronic trading system that the Company establishes or sponsors rather than a physical signature. 

MRC Global Inc.

By:

Name:

Title:

Participant

By:

Name:

Title:

5

Exhibit A

Non-Competition and Non-Solicitation

 A “Prohibited Activity” shall be deemed to have occurred, if the Participant:

(i) divulges any non-public, confidential or proprietary information of the Company or of its past or present subsidiaries (collectively, the “Company Group”), but excluding information that:

(a) becomes generally available to the public other than as a result of the Participant’s public use, disclosure, or fault,

(b) becomes available to the Participant on a non-confidential basis after the Participant’s employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by the Participant; provided that the source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation,

(c) is independently developed, discovered or arrived at by the Participant without using any of the information from the Company Group, or

(d) is disclosed by the Participant pursuant to a requirement of law, court order or legal, governmental, judicial, regulatory or similar process, or

(ii) directly or indirectly, consults with, becomes a director, officer or partner of, conducts, participates or engages in, or becomes employed by, any business that is competitive with the business of any current member of the Company Group, wherever from time to time conducted throughout the world, including situations where the Participant solicits or participates in or assists in any way in the solicitation or recruitment, directly or indirectly, of any employees of any current member of the Company Group.  For the avoidance of doubt, businesses that compete with the Company’s business include (without limitation) the distribution business to the energy industry of NOV Wilson, Lockwood, Sunbelt, Oil States, Russell Metals, Ferguson and Edgen-Murray and their successors.

6

EX-10.139

Exhibit 10.13.9

MRC Global Inc.

Director Restricted Stock Award Agreement

(Feb. 2014rev)

This Director Restricted Stock Award Agreement (this “Agreement”), is made as of [Month Day, Year] (the “Grant Date”), between MRC Global Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).

1. Grant of Restricted Stock.  The Company hereby grants to the Participant anaward of _______ Shares of Restricted Stock (the “Award”).  The Shares granted shall beissued in the name of the Participant as soon as reasonablypracticable after the Grant Date and shall be subject to the execution and return of thisAgreement by the Participant to the Company as provided in Section 8 hereof. The Award ismade under and pursuant to the MRC Global Inc. 2011 Omnibus Incentive Plan(the “Plan”) which Plan is incorporated herein byreference, and the Award is subject to all of the provisions thereof. Capitalized terms usedherein without definition shall have the same meanings given such terms in the Plan.

2. Restrictions on Transfer; Rights of Participant

2.1. The Shares of Restricted Stock subject to this Award may not besold, transferred, assigned or otherwise disposed of, and may not be pledged or otherwisehypothecated (the “Transfer Restrictions”),until vested pursuant to Section 3 or 4 hereof.

2.2. Except as otherwise provided in this Agreement, the Participant shall be entitled, at all times on and after the Grant Date, to exercise all rights of a stockholder with respect to the Shares of Restricted Stock subject to this Award (whether or not the restrictions thereon shall have lapsed), including the right to vote the Shares of Restricted Stock and to receive all dividends or other distributions paid or made with respect thereto; provided, that dividends or distributions declared or paid on the Restricted Stock by the Company shall be deferred and paid to the Participant at the same time as the Shares of Restricted Stock in respect of which such dividends or distributions were made, become vested pursuant to this Agreement.

3. Vesting Schedule.  So long as the Participant has remained a director of the Company or any of its Subsidiaries continuously from the Grant Date through the vesting date, the Transfer Restrictions shall lapse and the Participant shall become vested in 100% of the Award on the first anniversary of the Grant Date, subject to Section 4 hereof.

4. Accelerated Vesting.  Notwithstanding Section 3 above, the vesting of theAward shall change upon the occurrence of certain events as follows:

4.1. Death or Disability.  Upon the Participant’s Termination by reason of the Participant’s death or Disability at any time on or after the Grant Date and prior to the first anniversary of the Grant Date,  the Award will be deemed to be vested with respect to 100% of the Shares subject to the Award.

4.2. Change in Control.  Upon a Change in Control, the Award shall become 100% vested and exercisable.

5. Forfeiture

5.1. Termination of Service as a Director.  If the Participant’s service as a director of the Company terminates for any reason whatsoever other than Participant’s death or Disability, the Award shall vest on a pro-rated basis based upon the number of days the Participant served as a director through the day following the date of termination when compared to 365 calendar days in a year, and all Shares of Restricted Stock subject to the forfeited portion of the Award shall revert to the Company. 

6. Escrow and Delivery of Shares

6.1. Certificates or evidence of book-entry shares representing the Shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Participant or his or her nominee as set forth in Section 6.2 hereof, subject to the Participant’s delivery of any documents which the Company in its discretion may require as a condition to the delivery of Shares to the Participant or his or her estate.

6.2. Certificates or evidence of book-entry shares representing those Shares of Restricted Stock that have vested pursuant to Section 3 or 4 hereof shall be delivered to the Participant (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant’s spouse) or to the Participant’s nominee as soon as practicable following the applicable date as of which the Share vest. 

7. Restrictive Covenant.  In consideration of the Award that the Company has granted to Participant in this Agreement, Participant agrees not to engage in Prohibited Activity during Participant’s employment with the Company and any of its subsidiaries (the “Company Group”) and for a period of [CEO: 18][EVPs: 12][all others: six] months after Participant’s termination of employment with the Company Group (the “Restricted Period”).  If the Participant engages in a Prohibited Activity during the Restricted Period, the Company and/or its appropriate subsidiaries may seek an injunction from a court of competent jurisdiction to prevent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction.  Both the Company and the Participant agree that monetary damages alone are an insufficient remedy for breach of the foregoing covenant.  The Company and/or its appropriate subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement.  To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group’s businesses and time of applicability of the restrictions.

8. Execution of Agreements.  The Award granted to the Participant shall besubject to the Participant’s execution and return of this Agreement .

9. No Right to Continued Employment.  Nothing in this Agreement shall interferewith or limit in any way the right of the Company or its Subsidiaries to Terminate the Participant’semployment, nor confer upon the Participant any right to continuance of employment by the Company or any of its Subsidiaries or continuance of service as a Board member.

10. Withholding of Taxes.  Prior to the delivery to the Participant (or theParticipant’s estate, if applicable) of Shares of Restricted Stock thathave vested pursuant to Section 3 or 4 hereof, the Participant (or the Participant’s estate) shall be required to pay to theCompany or any Affiliate, and the Company shall have the right and is hereby authorized towithhold, any applicable withholding taxes in respect of such Award, or any payment or transferunder, or with respect to, such Award, and to take such other action as may be necessary in theopinion of the Committee to satisfy all obligations for the payment of such withholding taxes.The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold from a Share Payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to the withholding amount.  The Participant shall be solely responsible for the payment of all taxes relating to the paymentor provision of any amounts or benefits hereunder.

11. Modification of Agreement.  This Agreement may be modified, amended,suspended or terminated, and any terms or conditions may be waived, but only by a writteninstrument executed by the parties hereto, except as otherwise permitted under the Plan.

2

12. Severability.  Should any provision of this Agreement be held by a court ofcompetent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force inaccordance with their terms.

13. Governing Law.  The validity, interpretation, construction and performance ofthis Agreement shall be governed by the laws of the jurisdiction set forth in the Plan, withoutgiving effect to the conflicts of laws principles thereof.

14. Securities Laws.  Upon the acquisition of any Shares pursuant to the lapse ofrestrictions provided for under this Agreement, the Participant will make written representations, warranties and agreements as the Committee may reasonably request to comply with applicable securities laws or with this Agreement.

15. Legend on Certificates.  The certificates representing the Shares acquired pursuant to this Award shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange unless an exemption to such registration or qualification is available and satisfied.  The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

16. Underwriter Lockup Agreement.In the event of anyunderwritten public offering of securities by the Company, the Participant agrees to the extent requested in writing by a managing underwriter, if any, not to sell, transfer or otherwise dispose of any Shares acquired pursuant to this Award (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days or such shorter period as such managing underwriter may permit.

17. Successors in Interest.  This Agreement shall inure to the benefit of and bebinding upon any successor to the Company.  This Agreement shall inure to the benefit of theParticipant’s legal representatives.  All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators and successors.

18. Resolution of Disputes.  Any dispute or disagreement which may arise under,or as a result of, or in any way relate to, the interpretation, construction or application of thisAgreement shall be determined by the Committee.  Any determination made hereunder shall be final, binding and conclusive on the Participant, the Participant’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all purposes.  By accepting the grant pursuant to this Agreement, the Participant confirms that Participant is subject to the policies of Participant’s employing company within the Company Group (except as may be specifically modified in an employment agreement), including (without limitation) any policy requiring mandatory arbitration of employment disputes and the grant pursuant to this Agreement is further consideration of those policies.

19. Non-Transferability. Subject to the terms of the Plan, no rights under this Agreement shall be transferable otherwise than by will, the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order (“QDRO”), and, except to the extent otherwise provided herein, the rights and the benefits of the Agreement may be exercised and received, respectively, during the lifetime of the Participant only by the Participant or by the Participant’s guardian or legal representative or by an “alternate payee” pursuant to a QDRO.

20. Entire Agreement.  This Agreement constitutes the entire understanding between the Participant and the Company and its Subsidiaries with respect to the Award, and supersedes all other agreements, whether written or oral, with respect to the Award.

21. Headings.  The headings of this Agreement are inserted for convenience onlyand do not constitute a part of this Agreement.

3

22. Counterparts and Electronic Administration.  This Agreement may be executed simultaneously in two ormore counterparts, each of which shall constitute an original, but all of which takentogether shall constitute one and the same agreement.  This Agreement may be signed by indicating assent to be bound by this Agreement through an electronic trading system that the Company establishes or sponsors rather than a physical signature. 

MRC Global Inc.

By:

Name:

Title:

Participant

By:

Name:

Title:

4

Exhibit A

Non-Competition and Non-Solicitation

 A “Prohibited Activity” shall be deemed to have occurred, if the Participant:

(i) divulges any non-public, confidential or proprietary information of the Company or of its past or present subsidiaries (collectively, the “Company Group”), but excluding information that:

(a) becomes generally available to the public other than as a result of the Participant’s public use, disclosure, or fault,

(b) becomes available to the Participant on a non-confidential basis after the Participant’s employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by the Participant; provided that the source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation,

(c) is independently developed, discovered or arrived at by the Participant without using any of the information from the Company Group, or

(d) is disclosed by the Participant pursuant to a requirement of law, court order or legal, governmental, judicial, regulatory or similar process, or

(ii) directly or indirectly, consults with, becomes a director, officer or partner of, conducts, participates or engages in, or becomes employed by, any business that is competitive with the business of any current member of the Company Group, wherever from time to time conducted throughout the world, including situations where the Participant solicits or participates in or assists in any way in the solicitation or recruitment, directly or indirectly, of any employees of any current member of the Company Group.  For the avoidance of doubt, businesses that compete with the Company’s business include (without limitation) the distribution business to the energy industry of NOV Wilson, Lockwood, Sunbelt, Oil States, Russell Metals, Ferguson and Edgen-Murray and their successors.

5

EX-10.14

Exhibit 10.14

McJunkin Red ManHolding Corporation

Director Compensation Plan

Effective as of November 10, 2011

This Director Compensation Plan (this “Plan”) of McJunkin Red ManHolding Corporation, a Delaware corporation (the “Company”), summarizes the compensation for non-employee directors of the Company.  The compensation that this Plan provides shall replace any prior compensation arrangements with non-employee directors prior to the effective date of this Plan.  Any Participant’s acceptance of compensation under this Plan shall be deemed as the Participant’s acceptance of this Plan’s modification to those prior arrangements.

1.   Definitions, Administration and Construction

(a) The following capitalized terms used in this Plan shall have the following meanings given to each of them in this Section 1(a):

“Annual Governance Cycle” means the period from the Board meeting immediately following the Company’s Annual Meeting of Stockholders until the next such meeting the following year, except that prior to an initial public offering of the Common Stock, the Annual Governance Cycle shall be from January 1 until December 31 of each year.  The Compensation Committee may make pro-rata arrangements for the equity grants that this Plan provides to Participants to take into account a change in the Annual Governance Cycle from a calendar year to a different period based upon the date of the Company’s Annual Meeting of Stockholders, it being the intent that the Company would not pay Participants twice for any overlapping periods.

“Board” means the Board of Directors of the Company;

“Committee” means a committee of the Board;

“Common Stock” means Company Common Stock, $.01 par value per share;

“Compensation Committee” means the Compensation Committee of the Board;

“Equity Plan” means the Company’s 2007 Stock Option Plan and 2007 Restricted Stock Plan or, in each case, any successor plan, including any long term incentive or equity plan that may allow for the issuance of other forms of equity awards;

“Goldman Participants” are Participants who are employees of Goldman Sachs & Co. and its affiliates while Goldman Sachs & Co. and its affiliates own an equity interest in the Company;

“Participant” means a director of the Company who is not an employee of the Company; and

“Secretary” means the Secretary of the Company.

(b) The Compensation Committee shall administer this Plan.  The Compensation Committee may adopt rules for the administration of this Plan as it may deem necessary or advisable.  The Compensation Committee shall administer this Plan in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), for deferrals made after December 31, 2004.  The Compensation Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under this Plan, including the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this paragraph and elsewhere in this Plan.  Notwithstanding any provision of law, or any explicit or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Compensation Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Compensation Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision.  No final action, finding, interpretation, ruling or decision of the Compensation Committee shall be subject to de novo review in any judicial proceeding.  No final action, finding, interpretation, ruling or decision of the Compensation Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

(c) Except as expressly stated to the contrary, references in this Plan to “including” mean “including, without limitation” and to “persons” mean natural persons and legal entities.

2.           Retainers.

(a) From time to time, the Board (or at its direction, the Compensation Committee) may set retainers for Participants for their service as a member of the Board or one or more of its Committees.  Retainers for a Participant, including those for Committee chairs, may vary from those of other Participants.  The current retainers for Participants are listed on Exhibit A.

(b) Annual retainers are intended to compensate Participants for each Annual Governance Cycle.  A Participant who joins the Board during an Annual Governance Cycle shall receive annual retainers that are pro-rated based on the number of whole or partial months of an Annual Governance Cycle in which the Participant first serves.  

(c) The Company shall pay to each Participant annual retainers in cash in four quarterly installments for service in the prior quarter.  The Company shall pay each installment to the Participant on the first business day of the first month of each quarter.  

3.           Meeting Fees.

(a) From time to time, the Board (or at its direction, the Compensation Committee) may set meeting fees for Participants for their attendance at meetings of the Board or one or more of its Committees.  The amount of the meeting fees for a Participant, including those for Committee chairs, may vary from those of other Participants.  The current meeting fees for Participants are listed on Exhibit A.

(b) The meeting fees shall be accrued upon the Participant’s attendance at the applicable meeting and payable on the first business day of the first month of the quarter following the meeting.

(c) Meeting fees shall be paid in cash.

4.           Equity Grants.

From time to time, the Board (or at its direction, the Compensation Committee) may make grants of Common Stock or Common Stock derivatives (such as stock options or restricted stock awards) to Participants as compensation for their service on the Board with such terms and conditions as are stated in the grant.  The grant shall be made pursuant to this Plan and the terms of the Equity Plan.  The current equity grants are summarized on Exhibit A.

5.           Expenses

Upon submission of appropriate receipts, invoices or vouchers as the Company may reasonably require, the Company shall reimburse each Participant for all reasonable out-of-pocket expenses that the Participant may incur in connection with the Participant’s performance of the Participant’s duties as a director.  With respect to travel arrangements to Board functions, the Company will either reimburse first class air travel or reimburse private air travel at the rate of first class board travel that the Participant would have utilized but for the private air travel.  With respect to hotel accommodations for Board functions, the Company will either reimburse the Participant for hotels that the Company arranges or, if the Participant does not utilize these hotels, at the rate that these hotels are charging the Company.

6.Goldman Participants

The Goldman Participants have informed the Company that, pursuant to Goldman Sachs’ policies, Goldman Participants may not receive individual compensation for service on the Board.  Therefore, the Company shall pay the Goldman Participants the compensation pursuant to this Plan as custodian for the appropriate affiliates of Goldman Sachs & Co.

7.           General

(a) None of this Plan, the Equity Plan, the grant of any award under this Plan or the Equity Plan or any other action taken pursuant to this Plan or the Equity Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a Participant for any period of time or at any particular rate or amount of compensation.

(b) Except by the laws of decent and distribution in the event of a Participant’s death, the rights and benefits of this Plan may not be assigned or otherwise transferred.  A Participant shall cease to be a Participant under this Plan upon the Participant’s termination of his or her directorship with the Company whether by death, disability, retirement, resignation or removal.

(c) Any notice to the Company that this Plan requires shall be in writing, addressed to the Secretary and be effective when the Secretary receives the notice.

(d) This Plan and any determination or action taken respecting this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its law of conflicts of law.    

Exhibit A to Director Compensation Plan

Board Retainers as of February 18, 2014

Annual Board retainer	$60,000
Lead Director retainer	$20,000
Committee Chair retainers:
Audit Committee Chair	$15,000
Compensation Committee Chair	$15,000
Governance Committee Chair	$15,000
Committee Member retainers:
Audit Committee Member	$2,000
Compensation Committee Member	$2,000
Governance Committee Member	$2,000

Meeting Fees as of February 18, 2014

Each director will be paid $2,000 per meeting for all Board meetings attended in-person. Each director will be paid $500 per meeting for all Board meetings attended telephonically.

Equity grants as of February 18, 2014

Restricted stock determined by dividing $120,000 by the closing price of the Company’s common stock on the New York Stock Exchange as of the date of the Company’s Annual Meeting of Stockholders.  Restricted stock will vest upon the first anniversary of the grant date.

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT, is dated as of _______, 20__ (this “Agreement”), by MRC Global Inc., a Delaware corporation (the “Company”), and ____________ (the “Executive”) to be effective as of ______________, 20____ (the “Effective Date”).

WHEREAS, the Company desires to employ or continue to employ, as the case may be, the Executive as Executive Vice President and to utilize the Executive’s management services as indicated herein, and the Executive has agreed to provide such management services to the Company;

WHEREAS, the Executive desires to accept the Company’s offer of employment or offer of continued employment as set forth herein to be effective on the Effective Date.

[WHEREAS, the Company and Executive entered into an employment agreement dated _____________ (the “Prior Agreement”) and intend this Agreement to amend and restate the Prior Agreement in its entirety;]

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:

1. Employment

1.1. Term.  The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in each case, pursuant to this Agreement, for a period commencing on the Effective Date and ending on the earlier of:

(i) [the first anniversary of the Effective Date][date] and

(ii) the termination of the Executive’s employment in accordance with Section 3 (the “Term”);

provided, that on [the first anniversary of the Effective Date][date] and each subsequent anniversary of the Effective Date, the Term shall automatically be extended for one year unless 90 days’ written notice of non-renewal is given by the Executive or the Company to the other party.

1.2Duties.  During the Term, the Executive shall serve as Executive Vice President of the Company and in such other positions as an officer or director of the Company or its affiliates as the Executive and the Chief Executive Officer (“CEO”) or the Board of Directors (the “Board”) of the Company shall mutually agree from time to time.  The Executive shall perform such duties, functions and responsibilities commensurate with the Executive’s positions as the CEO or Board reasonably directs.

1.3Exclusivity.  During the Term, the Executive shall devote his full time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions that the Board gives the Executive, consistent with Section 1.2.  During the Term, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not the activity shall be engaged in for pecuniary profit, except that the Executive may sit on the boards or similar governing bodies of other companies with the consent of the CEO or the Board, which shall not be unreasonably withheld.

2. Compensation

2.1. Salary.  As compensation for the performance of the Executive’s services under this Agreement, during the Term, the Company shall pay to the Executive a salary at an annual rate of $_______ payable in accordance with the Company’s standard payroll policies (the “Base Salary”).  The Board (or a committee of the Board) shall review the Executive’s Base Salary annually and may adjust the Base Salary upward (but not lower) in the discretion of the Board (or a committee of the Board), based  

on competitive data and the Executive’s performance.  No increase in Base Salary shall limit or reduce any other right or obligation of the Executive under this Agreement and the Base Salary shall not be reduced at any time (including after any increase).

2.2. Annual Bonus.  Beginning with the fiscal year that commences on January 1, 2014, for each completed fiscal year during the Term, the Executive shall be eligible to receive additional cash incentive compensation pursuant to the annual bonus plan of the Company in effect at the time (the “Annual Bonus”).  The target Annual Bonus shall be 75% of the Executive’s Base Salary as in effect from time to time with the actual Annual Bonus to be based upon such individual or Company performance criteria established for each fiscal year by the Board in consultation with the CEO.  The Board (or a committee of the Board) shall review the Executive’s Annual Bonus target percentage annually and may adjust the Annual Bonus target percentage upward (but not lower) in the discretion of the Board (or a committee of the Board), based on competitive data and the Executive’s performance. 

2.3. Long-Term Incentive Plan Participation.  Beginning with the fiscal year that commences on January 1, 2014, for each fiscal year during the Term, the Executive shall be eligible to receive long-term incentive compensation awards pursuant to the Company’s 2011 Omnibus Incentive Plan or any replacement or successor plan (the “Long-Term Incentive Awards”) in such amounts as the Board (or a committee of the Board) determines in its discretion on terms and conditions (including time and performance based vesting conditions) that are generally applicable to other senior executives of the Company;  provided, that the mix of types of Long-Term Incentive Awards awarded to the Executive may differ from those awarded to other senior executives to address limitations on the amount and types of awards permitted by the 2011 Omnibus Incentive Plan or any replacement or successor plan. 

2.4. Employee Benefits.  During the Term, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company and its U.S. affiliates as in effect from time to time on the same basis as other senior executives of the Company.

2.5. Vacation.  During the Term, the Executive shall be entitled to [20][25][___] days per calendar year of paid vacation.

2.6. Business Expenses.  The Company shall pay or reimburse the Executive for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing his duties under this Agreement upon presentation of documentation and in accordance with the expense reimbursement policy of the Company generally applicable to all senior executives as in effect from time to time.

3. Termination of Employment

3.1. Generally.  The Company may terminate the Executive’s employment for any reason during the Term, and the Executive may voluntarily terminate his employment for any reason during the Term, in each case (other than a termination by the Company for Cause (defined below)) at any time upon not less than 14 days’ notice to the other party.  Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to any Base Salary earned but unpaid through the date of termination, any earned but unpaid Annual Bonus for completed fiscal years, any unreimbursed expenses in accordance with Section 2.5 and, to the extent not yet paid or provided, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates through the date of termination of employment (collectively, the “Accrued Amounts”).

3.2. Certain Terminations

a) Termination by the Company other than for Cause, death or Disability; Termination by the Executive for Good Reason.  If the Executive’s employment is terminated during the Term by the   2  

Company other than for Cause, death or Disability (defined below), or by the Executive for Good Reason (defined below), the Executive shall be entitled to: 

(i)the Accrued Amounts,

(ii)a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”),

(iii)payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for 18 months following termination (the “Severance Payments”), and

(iv)continuation of medical, dental and vision benefits on the same terms as active senior executives (“Medical Continuation”) for 18 months following termination. For the period of time during which the Executive is entitled to Medical Continuation under this Section 3.2(a)(iv) (or Section 3.2(c)(iii), if applicable), the Executive shall pay the full cost of the benefits as determined under the then-current practices of the Company on a monthly basis, provided that the Company shall reimburse the Executive the amounts paid for the coverage.  The Company shall pay all reimbursements to the Executiveas required under this Section 3.2(a)(iv)on a regular, periodic basis within 30 days after the reimbursable amounts are incurred by the Executive;  provided that, prior to anyreimbursement, the Company must possess the applicable and appropriate evidence of thereimbursable amount.  Any reimbursements provided during one taxable year of the Executive shall not affect the expenses eligible for reimbursement in any other taxable year of the Executive (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the right to reimbursement under this Section 3.2(a)(iv) shall not be subject to liquidation or exchange for another benefit or payment.Following the Medical Continuation period, Executive shall be eligible to elect COBRA payable at Executive’s expense in accordance with the Company’s standard procedures. 

If, prior to a Change in Control (defined below) or after the 24-month period following a Change of Control, the Executive’s employment is terminated during the Term by the Company other than for Cause, death or Disability, or by the Executive for Good Reason, all outstanding options, restricted stock awards and other long-term equity awards will continue to vest for the next 18-month period as if Executive remained an active employee.  Effective as of the end of this 18-month period, any options, restricted stock awards and other long-term equity awards, in each case, that have not vested will be immediately forfeited. 

Receipt of the Severance Payments, Medical Continuation and extended vesting period shall be conditioned on: 

(x)the Executive’s continued compliance with his obligations under Section 5, and

(y)the Executive’s execution, delivery and non-revocation of an effective, valid and enforceable general release of claims (the “Release”) in the form attached as Exhibit A within 30 days of the effective date of Executive’s termination. 

If the Executive breaches any of the covenants set forth in Section 5, the Executive shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a), the Medical Continuation shall immediately terminate and any options that became vested pursuant to this Section 3.2(a) shall immediately terminate.  Subject to Section 3.2(d) and the provision of a valid Release as required under this

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Section 3.2(a), the Company will commencing paying or providing the Severance Payments (other than the Pro-Rata Bonus) and Medical Continuation on the 30th day following the effective date of Executive’s termination of employment.  Executive shall forfeit any and all payments, benefits and extended vesting rights payable or due under this Agreement if Executive does not provide the Company with an effective Release before such 30th day.  The Pro-Rata Bonus will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs. 

b) Termination upon Death or Disability.  If the Executive’s employment is terminated due to the Executive’s death or Disability, the Executive (or the Executive’s estate, if applicable) will receive (i) the Accrued Amounts, and (ii) a Pro-Rata Bonus.

c) Termination following a Change in Control.  If, during the Term and within 24 months following a Change in Control, the Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by the Executive for Good Reason the Executive shall be entitled to: 

(i) the Accrued Amounts,

(ii) payment of an amount equal to the sum of 24 months’ of Base Salary and two times the target Annual Bonus in effect on his date of termination (the “Change of Control Severance Payments”), and

(iii) Medical Continuation for 24 months.  Premiums for Medical Continuation shall be paid and reimbursed in accordance with the provisions contained in Section 3.2(a)(iv).  Following the Medical Continuation period, Executive shall be eligible to elect COBRA in accordance with the Company’s standard procedures. 

Receipt of the Change in Control Severance Payments and Medical Continuation shall be conditioned on the Executive’s execution, delivery and non-revocation of an effective and valid Release in the form attached as Exhibit A within 30 days of Executive’s termination of employment.  Subject to Section 3.2(d) and the provision of a valid Release as required under this Section 3.2(c), the Company will pay the Change in Control Severance Payments in a single lump sum payment and commence providing Medical Continuation on the 30th day following the effective date of Executive’s termination of employment.  Executive shall forfeit any and all payments and benefits payable under this Agreement if Executive does not provide the Company with an effective Release before such 30th day.

d) Section 409A Specified Employee.  Notwithstanding anything to the contrary contained in this Agreement, if the Executive is a “specified employee” for purposes of Section409A of the Code and regulations and other interpretive guidance issued under the Code (“Section409A”), the Company shall not commence payment of the Severance Payments to the Executive until one day after the day which is six months after the Executive’s termination date (the “Delay Period”), with the first payment equaling the total of all payments that would have been paid during the Delay Period but for the application of Section 409A to those payments.  For purposes of this Agreement, the Executive’s employment with the Company shall be considered to have terminated when the Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code, and applicable administrative guidance issued under the Code.

e) Exclusive Remedy. The foregoing payments upon termination of the Executive’s employment described in Section 3.2 shall constitute the exclusive severance payments due the Executive upon a termination of his employment under this Agreement.

3.3Resignation from All Positions.  Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be deemed to have resigned, as of the date of such

4

termination, from all positions he then holds as an officer, director, employee and member of the Board (and any committee of the Board) and the board of directors or similar governing positions (and any committees of those bodies) of any of the Company’s affiliates.

3.4Cooperation.  Following the termination of the Executive’s employment with the Company for any reason, the Executive agrees to reasonably cooperate with the Company upon reasonable request of the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company and its subsidiaries and affiliates.  The Company shall pay the Executive a reasonable fee for any those services and promptly reimburse the Executive for expenses reasonably incurred in connection with those matters.

4. Section 280G. 

(i) If the aggregate of all amounts and benefits due to the Executive under this Agreement and under any other arrangement with the Company would, if received by the Executive in full and valued under Section 280G of the Code, constitute “parachute payments” as defined in and under Section 280G of the Code (collectively, “280G  Benefits”), and

(ii) if such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” as defined in and under Section 280G of the Code, less $1.00,

then the 280G Benefits shall (to the extent that the reduction of the 280G Benefits can achieve the intended result) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments.  An independent auditor (the “Auditor”) that the Company pays shall make the determinations with respect to this Section 4.  The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm that the parties choose.

5. Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights

5.1. Unauthorized Disclosure.  The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will continue to be exposed to and has and will receive information relating to the confidential affairs of the Company and its affiliates, including technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and its affiliates and other forms of information that the Company and its affiliates consider to be confidential or in the nature of trade secrets (including, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”).  “Confidential Information” does not include any information that becomes generally available to the public other than as a result of the Employee’s public use, disclosure, or fault.  The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any person or entity other than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such Confidential Information in any manner other than in connection with his employment with the Company, unless required by law to disclose the Confidential Information, in which case the Executive shall provide the Company with written notice of the requirement as far in advance of the anticipated disclosure as possible.  This confidentiality covenant has no temporal, geographical or territorial restriction.  Upon termination of the Executive’s   5  

employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document that has been produced by, received by or otherwise submitted to the Executive during the Executive’s employment with the Company, and any copies thereof in his (or capable of being reducedto his) possession; provided, that the Executive may retain his full rolodex or similar address and telephone directories. 

5.2. Non-Competition.  By and in consideration of the Company entering into this Agreement and the payments made and the benefits that this Agreement provides, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company and for 18 months thereafter (or 24 months thereafter if Executive is entitled to receive the benefits of Section 3.2(c)) (in the applicable case, the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of the issuer other than rights as an equity or stock holder of the issuer.  “Restricted Enterprise” means any person or entity that is actively engaged in any geographic area in any business which is either:

(i) in competition with the business of the Company or any of its subsidiaries or affiliates or

(ii) proposed to be conducted by the Company or any of its subsidiaries or affiliates in their respective business plans as in effect at that time. 

During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

5.3Non-Solicitation of Employees.  During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any person or entity to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of the solicitation was, an employee of the Company or any of its subsidiaries or affiliates.

5.4Interference with Business Relationships.  During the Restriction Period (other than in connection with carrying out his responsibilities for the Company and its affiliates), the Executive shall not directly or indirectly contact, induce or solicit (or assist any person or entity to contact, induce or solicit) any customer or client of the Company or its subsidiaries or affiliates to terminate its relationship or otherwise cease doing business in whole or in part with the Company or its subsidiaries or affiliates, or directly or indirectly interfere with (or assist any person or entity to interfere with) any material relationship between the Company or its subsidiaries or affiliates and any of its or their customers or clients so as to cause harm to the Company or its affiliates.

5.5Extension of Restriction Period.  The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 5.2, 5.3 or 5.4.

5.6Proprietary Rights.  The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company and its affiliates (the “Developments”).  Except to the extent any rights in any Developments constitute a work

6

made for hire under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., that are owned ab initio by the Company or its applicable affiliate, the Executive assigns all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement.  The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., are owned upon creation by the Company or its applicable affiliate as the Executive’s employer.  Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its affiliates therein.  These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives.  In connection with his execution of this Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the date hereof as set forth on Exhibit B (the “Existing Inventions”).  Notwithstanding anything to the contrary in this Agreement, the Developments shall not include any Existing Inventions.  If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 5.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 5.6 with the same legal force and effect as if executed by the Executive.

5.7Remedies.  The Executive agrees that any breach of the terms of this Section 5 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive, therefore, also agrees that in the event of a breach of this Section 5 or any threat of such a breach, the Company shall be entitled to an immediate injunction and restraining order to prevent the breach, threatened breach or continued breach by the Executive or any and all persons acting for or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, in each case, without the necessity of posting a bond or other security with the applicable court or body.  The terms of this Section 5.8 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach of this Agreement, including, the recovery of damages from the Executive.  The Executive and the Company further agree that the provisions of the covenants contained in this Section 5 are reasonable and necessary to protect the businesses of the Company and its affiliates because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses.

6. Representation.  The Executive and the Company each represents and warrants that:

a) he or it is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his or its ability to enter into and fully perform his or its obligations under this Agreement, and

b) he or it is not otherwise unable to enter into and fully perform his or its obligations under this Agreement.

7. Non-Disparagement.  From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement (other than statements made in connection with carrying out his responsibilities for the Company and its subsidiaries and affiliates) that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any of its subsidiaries, affiliates, employees,   7  

officers, directors or stockholders.  The Company and its affiliates shall cause their officers and directors not to make any such statement regarding the Executive.

8. Withholding. The Company may withhold from any amounts payable under this
Agreement such United States federal, state local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.  The Executive shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits under this Agreement.

9. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meanings:

9.1. “Cause” means the Executive’s:

a) continuing failure, for more than ten days after the Company’s written notice to the Executive of the failure, to perform such duties as the Company reasonably requests,

b) failure to observe material policies generally applicable to officers or employees of the Company unless the failure is capable of being cured and is cured within ten days of the Executive receiving written notice of the failure,

c) failure to cooperate with any internal investigation of the Company or any of its affiliates;

d) commission of any act of fraud, theft or financial dishonesty with respect to the Company or any of its affiliates or indictment or conviction of any felony; or

e) material violation of the provisions of this Agreement unless the violation is capable of being cured and is cured within ten days of the Executive receiving written notice of the violation.

9.2“Change in Control” means:

a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (for purposes of this Section 9.2, as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent of:

(i) the then-outstanding shares of common stock, par value $.01 per share, of the Company and any other securities into which those shares are changed or for which those shares are exchanged (“Shares”) or

(ii) the combined voting power of the Company’s then-outstanding Voting Securities;

provided, that in determining whether a Change in Control has occurred pursuant to this Section 9.2(a), the acquisition of Shares or Voting Securities in a Non-Control Acquisition (defined below) shall not constitute a Change in Control.  A “Non-Control Acquisition” means an acquisition by:

(i) an employee benefit plan (or a trust forming a part thereof) maintained by:

(A) the Company or

(B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company

(for purposes of this definition, a “Related Entity”),

8

(ii) the Company or any Related Entity, or

(iii) any Person in connection with a Non-Control Transaction (defined below); or

b) The consummation of:

(i) A merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company are issued (a “Merger”), unless the Merger is a “Non-Control Transaction.” 

A “Non-Control Transaction” means a Merger in which:

(A) the shareholders of the Company immediately before the Merger own directly or indirectly immediately following the Merger at least a majority of the combined voting power of the outstanding voting securities of:

(I) the corporation resulting from the Merger (the “Surviving Corporation”), if there is no Person that Beneficially Owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding voting securities of the Surviving Corporation (a “Parent Corporation”), or

(II) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;

(B) the individuals who were members of the Board immediately prior to the execution of the agreement providing for the Merger constitute at least a majority of the members of the board of directors of:

(I) the Surviving Corporation, if there is no Parent Corporation, or

(II) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and

(C) no Person other than:

(I) the Company or another corporation that is a party to the agreement of Merger,

(II) any Related Entity,

(III) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company or any Related Entity, or

(IV) any Person who, immediately prior to the Merger had Beneficial Ownership of 50% or more of the then outstanding Shares or Voting Securities,

has Beneficial Ownership, directly or indirectly, of 50% or more of the combined voting power of the outstanding voting securities or common stock of:

(x) the Surviving Corporation, if there is no Parent Corporation, or

(y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation.

9

c) A complete liquidation or dissolution of the Company; or

d) The sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company’s shareholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and, after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

9.3“Disability” means the Executive is entitled to receive long-term disability benefits under the long-term disability plan of the Company or its affiliates in which Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days during any 365 day period irrespective of whether such days are consecutive.

9.4Good Reason” means

a) a material and adverse change in the Executive’s duties or responsibilities; provided that an assignment to the President if the duties of CEO are split between the CEO and the President or to the Chief Operating Officershall not be a material and adverse change;

b)a reduction in the Executive’s Base Salary or target Annual Bonus percentage other than reductions that are equal in percentage and applicable to all executive vice presidents of the Company;

c) breach by the Company of any material provision of this Agreement; or

d) relocation of Executive’s principal place of employment by more than 50 miles from Executive’s then current principal place of employment.

provided, that the Executive must give notice of termination for Good Reason within 60 days of the occurrence of the first event giving rise to Good Reason.

10. Miscellaneous.

10.1. Indemnification. The Company shall indemnify the Executive to the fullest extent provided under the Company’s By-Laws.  The Company shall also maintain director and officer liability insurance in such amounts and subject to such limitations as the Board shall, in good faith, deem appropriate for coverage of directors and officers of the Company.

10.2. Amendments and Waivers.  This Agreement and any of the provisions of this Agreement may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties; provided, that, the observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver.  The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing   10  

waiver of the breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in the waiver.  Except as otherwise expressly provided in this Agreement, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect thereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by the party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

10.3. Assignment; No Third-Party Beneficiaries.  This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation of this Agreement shall be null and void.  Nothing in this Agreement shall confer upon any person not a party to this Agreement, or the legal representatives of the person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.  Executive acknowledges that for administrative convenience or other good business reasons, the Company may administer this Agreement directly or through a wholly owned, direct or indirect subsidiary.

10.4. Notices.  Unless otherwise provided in this Agreement, all notices, requests, demands, claims and other communications provided for under the terms of this Agreement shall be in writing.  Any notice, request, demand, claim or other communication under this Agreement shall be sent by

a) personal delivery (including receipted courier service) or overnight delivery service,

b)registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below or

c)e-mail delivery, with confirmation of receipt, to the Company’s General Counsel:

If to the Company:	MRC Global, Inc.
	909 Fannin Street Suite 3100
	Houston, TX 77010
	Attention:  General Counsel
	e-mail:  []

If to the Executive:_________, at Executive’s principal office at the Company (e-mail: [] (during the Term), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received.  Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications under are this Agreement to be delivered by giving the other parties notice in the manner then set forth.

10.5Governing Law.  This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties shall be governed by, the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.

10.6Severability.  Whenever possible, each provision or portion of any provision of this Agreement, including those contained in Section 5 will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction.  In addition, should a court or arbitrator determine that any provision or portion of any provision of this Agreement, including those contained

11

in Section 5, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

10.7Entire Agreement.  From and after the Effective Date this Agreement shall constitute the entire agreement between the parties hereto, and supersede all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

10.8Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.  This Agreement may be delivered through the means of e-mail delivery of a portable document format (.pdf) file of the signed Agreement.

10.9Binding Effect.  This Agreement shall inure to the benefit of and be binding on, the successors of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

10.10General Interpretive Principles.  The name assigned this Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof.  Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. In this Agreement, references to a “party” mean either of the Company or the Executive and to the “parties” mean both of them; references to a “person” mean any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; references to “Sections” mean the sections and subsections of this Agreement; references to “Exhibits” mean the exhibits to this Agreement; references to the singular include the plural and vice versa, in each case, unless the context expressly requires the contrary.

10.11Mitigation.  Notwithstanding any other provision of this Agreement,

a)the Executive will have no obligation to mitigate damages for any breach or termination of this Agreement by the Company, whether by seeking employment or otherwise and

b)the amount of any payment or benefit due the Executive after the date of such breach or termination will not be reduced or offset by any payment or benefit that the Executive may receive from any other source.

10.12Section 409A Compliance.  This Agreement is intended to comply with Section 409A (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Executive.

10.13Retirement and Equity.  If a “Retirement” occurs under any award agreement governing any options, restricted stock or other long-term incentive awards because the Executive terminates employment on or after age 65, the Company hereby waives any requirement under the award agreement that the Executive must remain employed with the Company for any period of time prior to Retirement for the award to vest beginning upon a Retirement in accordance with the terms of the award agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

12

MRC GLOBAL INC.
By:	_______________________
Name:
Title:
EXECUTIVE
_______________________
Name:

13

Exhibit A

Release

1. In consideration of the payments and benefits to be made under the Employment Agreement, effective dated as _____________ (the “Employment Agreement”), to which __________ (the “Executive”) and MRC Global, Inc. (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims

(i) for severance or vacation benefits, unpaid wages, salary or incentive payments,

(ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort,

(iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and

(iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

1.1rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

1.2the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

1.3claims for benefits under any health, disability, retirement, life insurance or other similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group; and

1.4rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy or other insurance policy of the Company and its subsidiaries that benefits the Executive now or previously in force.

2. The Employee acknowledges and agrees that the release of claims set forth in this
Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3. The release of claims set forth in this Release applies to any relief no matter how called,
including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4. The Executive specifically acknowledges that his acceptance of the terms of the release
of claims set forth in this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, that nothing in this Release shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5. As to rights, claims and causes of action arising under the ADEA, the Executive
acknowledges that he has been given but not utilized a period of 21 days to consider whether to execute this Release.  If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release as it relates to the release of claimsarising under the ADEA.  If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed.  If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Payments (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6. Other than as to rights, claims and causes of action arising under the ADEA, the release
of claims set forth in this Release shall be immediately effective upon execution by the Executive.

7. The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

8. The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Release, and has been given a sufficient period within which to consider the release of claims set forth in this Release.

9. The Executive acknowledges that the release of claims set forth in this Release relates only to claims which exist as of the date of this Release.

10. The Executive acknowledges that the Severance Payments he is receiving in connection with the release of claims set forth in this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company and any of its affiliates.

11. Each provision of this Release is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect.  If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

12. This Release constitutes the complete agreement of the Parties in respect of the subject
matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth in this Release.

13. The failure to enforce at any time any of the provisions of this Release or to require at
any time performance by another party of any of the provisions hereof shall in no way be construed to be a   2  

waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

14. This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

15. This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

16. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of Texas without giving effect to the conflicts of law principles thereof.

[Signature page follows]

3

IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ________________________________.

MRC GLOBAL INC.

By:_______________________________________________

Name:

Title:

EXECUTIVE

_____________________________________________

Andrew R. Lane

4

Exhibit B

Existing Inventions

[None.]

EX-21.1

Exhibit 21.1

Subsidiaries of MRC Global Inc.

McJunkin Red Man Corporation	Delaware
Greenbrier Petroleum Corporation	West Virginia
Heaton Valves Limited	United Kingdom
McJunkin de Angola, LDA	Angola
McJunkin Red Man Asia Pacific Limited	Hong Kong
McJunkin Red Man Canada Ltd.	Alberta
McJunkin Red Man de Mexico, S. de R.L. de C.V.	Mexico
McJunkin Red Man Development Corporation	Delaware
McJunkin Red Man International Corp.	British Virgin Islands
McJunkin Red Man International Services Corp.	British Virgin Islands
McJunkin Red Man Servicios, S. de R.L. de C.V.	Mexico
McJunkin Red Man UK Ltd.	United Kingdom
McJunkin Venezuela	Venezuela
Midway-Tristate Corporation	New York
Milton Oil & Gas Company	West Virginia
MRC Canada Holdings LLC	Delaware
MRC Canada ULC	Alberta
MRC Global Australia Pty Ltd (Aus.)	Australia
MRC Management Company	Delaware
MRC Services Company LLC	Delaware
MRC SPF East Asia Co. Ltd.	Korea
MRC SPF Europe Ltd.	United Kingdom
MRC SPF Indonesia Pty Ltd.	Australia
MRC SPF Middle East Pty Ltd.	Australia
MRC SPF Pty Ltd.	Australia

MRC Nouvelle Caledonie (New Caledonia)	New Caledonia
MRC Scanfit Ltd.	United Kingdom
MRC Transmark (Dragon) Limited	United Kingdom
MRC Transmark B.V.	Netherlands
MRC Transmark France SAS	France
MRC Transmark Group B.V.	Netherlands
MRC Transmark Holdings UK Ltd.	United Kingdom
MRC Transmark International B.V.	Netherlands
MRC Transmark Italy srl	Italy
MRC Transmark Kazakhstan	Kazakhstan
MRC Transmark Leymas Valve Co., Ltd.	Thailand
MRC Transmark Limited (New Zealand)	New Zealand
MRC Transmark Limited (UK)	United Kingdom
MRC Transmark Middle East FZE	United Arab Emirates
MRC Transmark NV	Belgium
MRC Transmark Pte Ltd.	Singapore
PT SPF Indonesia	Indonesia
Red Man Pipe & Supply International Limited	Jamaica
Ruffner Realty Company	West Virginia
SPF Europe s.r.l.	Italy
The South Texas Supply Company, Inc.	Texas
Transmark Fortim Engineering Pte. Ltd.	Singapore

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements:

· (Form S-3 No. 333-187034) of MRC Global Inc. and

· (Form S-8 No. 333-180777) pertaining to the MCJ Holding Corporation 2007 Stock Option Plan and MRC Global Inc. 2011 Omnibus Incentive Plan

of our reports dated February 21, 2014, with respect to the consolidated financial statements of MRC Global Inc., and the effectiveness of internal control over financial reporting of MRC Global Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2013.

/s/ Ernst & Young LLP

Houston, Texas

February 21, 2014

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Andrew R. Lane, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of MRC Global Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 21, 2014

/s/ Andrew R. Lane
Name:	Andrew R. Lane
Title:	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James E. Braun, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of MRC Global Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 21, 2014

/s/ James E. Braun
Name:	James E. Braun
Title:	Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the posting of the Annual Report on Form 10-K of MRC Global Inc., a Delaware corporation (the “Company”), for the year ended December 31, 2013 (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew R. Lane
Name:		Andrew R. Lane
Title:	Chairman, President and Chief Executive Officer
/s/ James E. Braun
Name:	James E. Braun
Title:	Executive Vice President and Chief Financial Officer

Date: February 21, 2014

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies [Abstract]

Future Minimum Lease Payment under Noncancelable Operating and Capital Lease Arrangements

	Operating Leases	Capital Leases
2014	$             41,328	$                628
2015	33,268	297
2016	24,208	158
2017	18,448	117
2018	14,244	131
Thereafter	16,686	568
	$           148,182	$             1,899

XML

Long-Term Debt (Schedule of Maturities of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Long-Term Debt [Abstract]
2014	$ 7,935
2015	8,080
2016	7,935
2017	207,565
2018	7,935
Thereafter	$ 747,384

XML

Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance	$ 610,392,000	[1]	$ 561,270,000	[1]	$ 549,384,000	[1]
Other					(211,000)
Effect of foreign currency translation	(2,459,000)		1,045,000		(2,248,000)
Goodwill, Ending Balance	632,284,000		610,392,000	[1]	561,270,000	[1]
Net of accumulated impairment losses	76,200,000
Acquisition of VSC [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition					2,780,000
Acquisition of MRC SPF [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition					11,565,000
Adjustment of purchase price			1,197,000
Acquisition of MRC PSA [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition			21,829,000
Flow Control Products [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition	15,257,000
Flangefitt Stainless Ltd. [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition	9,472,000
Acquisition of PSS [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition			25,051,000
Adjustment of purchase price	(378,000)
U.S. [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance					509,478,000	[1]
Other					(211,000)
Goodwill, Ending Balance	551,977,000		537,098,000	[1]	512,047,000	[1]
Net of accumulated impairment losses	240,900,000
U.S. [Member] | Acquisition of VSC [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition					2,780,000
U.S. [Member] | Flow Control Products [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition	15,257,000
U.S. [Member] | Acquisition of PSS [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition			25,051,000
Adjustment of purchase price	(378,000)
Canada [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance		[1]		[1]		[1]
Other
Effect of foreign currency translation
Goodwill, Ending Balance				[1]		[1]
Net of accumulated impairment losses	69,000,000
Canada [Member] | Acquisition of VSC [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Canada [Member] | Acquisition of MRC SPF [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Adjustment of purchase price
Canada [Member] | Acquisition of MRC PSA [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Canada [Member] | Flow Control Products [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Canada [Member] | Flangefitt Stainless Ltd. [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Canada [Member] | Acquisition of PSS [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition
Adjustment of purchase price
International [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Goodwill, Beginning Balance	73,294,000	[1]	49,223,000	[1]	39,906,000	[1]
Effect of foreign currency translation	(2,459,000)		1,045,000		(2,248,000)
Goodwill, Ending Balance	80,307,000		73,294,000	[1]	49,223,000	[1]
International [Member] | Acquisition of MRC SPF [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition					11,565,000
Adjustment of purchase price			1,197,000
International [Member] | Acquisition of MRC PSA [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition			21,829,000
International [Member] | Flangefitt Stainless Ltd. [Member]
Schedule Of Intangible Assets By Segment [Line Items]
Acquisition	$ 9,472,000

[1] Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively.

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Employee Benefit Plans (Recognized Compensation Expense and Related Income Tax Benefits Under Equity-Based Compensation Plans) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	$ 15,488	$ 8,475	$ 8,385
Income tax benefits related to equity-based compensation	5,743	3,114	3,081
Stock Options [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	13,329	7,533	6,707
Restricted Stock [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense	2,159	481	412
Restricted Common Units [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense			(1)
Profit Units [Member]
Schedule Of Employee Service Share Based Compensation Expense Allocation [Line Items]
Equity-based compensation expense		$ 461	$ 1,267

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Derivative Financial Instruments (Fair Value of Derivative Instruments Recorded in Consolidated Balance Sheets) (Details)	Dec. 31, 2013 USD ($)		Dec. 31, 2012 USD ($)		Dec. 31, 2013 Foreign Exchange Forward [Member] USD ($)	Dec. 31, 2013 Foreign Exchange Forward [Member] NOK
Derivatives, Fair Value [Line Items]
Foreign exchange forward contracts, Assets	$ 4,603,000	[1]	$ 3,000	[1]
Foreign exchange forward contracts, Liabilities		[1]		[1]
Notional amount of forward foreign exchange contracts	$ 331,000,000		$ 69,000,000		$ 260,000,000	1,600,000,000

[1] Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December 31, 2013 and 2012, respectively.

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Commitments and Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Operating rental expense	$ 53.3	$ 48.3	$ 40.3
Letters of credit outstanding	33.2
Bank guarantees outstanding	$ 6.7
Asbestos [Member]
Loss Contingencies [Line Items]
Number of lawsuits	279
Asbestos related pending claims	930
Period that projected payments of asbestos claims are projected	15 years

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Inventories (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Finished goods inventory at average cost:
Finished goods inventory at average cost	$ 1,125,568,000	$ 1,140,239,000
Less: Excess of average cost over LIFO cost (LIFO reserve)	(130,802,000)	(150,982,000)
Less: Other inventory reserves	(23,199,000)	(19,029,000)
Inventories, net	971,567,000	970,228,000
Effect of LIFO decrement on cost of sales	0	1,300,000
Energy Carbon Steel Tubular Products [Member]
Finished goods inventory at average cost:
Finished goods inventory at average cost	362,449,000	387,609,000
Valves, Fittings, Flanges and all Other Products [Member]
Finished goods inventory at average cost:
Finished goods inventory at average cost	$ 763,119,000	$ 752,630,000

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Financial Instruments [Abstract]

Fair Value of Derivative Instruments Recorded in Consolidated Balance Sheets

	December 31, 2013		December 31, 2012
	Assets	Liabilities	Assets	Liabilities
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts (1)	$        4,603	$              -	$             3	$              -

Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December 31, 2013 and 2012, respectively.

Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments

	Year Ended December 31,
Derivatives not designated as hedging instruments:	2013	2012	2011
Foreign exchange forward contracts	$        4,731	$          176	$            71
Interest rate contracts	$               -	$       2,010	$       6,973

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Commitments and Contingencies (Future Minimum Lease Payment Under Noncancelable Operating and Capital Lease Arrangements) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Commitments and Contingencies [Abstract]
2014	$ 41,328
2015	33,268
2016	24,208
2017	18,448
2018	14,244
Thereafter	16,686
Total	148,182
2014	628
2015	297
2016	158
2017	117
2018	131
Thereafter	568
Total	$ 1,899

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Segment, Geographic and Product Line Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2013 segment
Segment, Geographic and Product Line Information [Abstract]
Business segments	3

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Operating Loss Carryforwards [Line Items]
Foreign tax credit carryforwards	$ 4.4
U.S. [Member]
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards	101.6
State net operating loss carryforwards future expiration date	2033
Income tax examination, description	We are no longer subject to U.S. federal income tax examination for all years through 2009 and the statute of limitations at our international locations is generally six to seven years.
Non-U.S. [Member]
Operating Loss Carryforwards [Line Items]
State net operating loss carryforwards future expiration date	2022
State net operating loss carryforwards	34.6
State net operating loss carryforwards with no expiration	30.6
State net operating loss carryforwards with expiration	4.0
Temporary differences representing earnings of non-US subsidiaries for which deferred income taxes are not provided	$ 192.9	$ 189.4
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

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Segment, Geographic and Product Line Information (Schedule of Net Sales by Product Line) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Energy Carbon Steel Tubular Products [Member]
Segment Reporting Information [Line Items]
Net sales	$ 1,525,537	$ 1,873,620	$ 1,843,139
Percentage of net sales	29.00%	34.00%	38.00%
Energy Carbon Steel Tubular Products [Member] | Line Pipe [Member]
Segment Reporting Information [Line Items]
Net sales	1,061,881	1,158,512	1,033,976
Percentage of net sales	20.00%	21.00%	21.00%
Energy Carbon Steel Tubular Products [Member] | Oil Country Tubular Goods (OCTG) [Member]
Segment Reporting Information [Line Items]
Net sales	463,656	715,108	809,163
Percentage of net sales	9.00%	13.00%	17.00%
Valves, Fittings, Flanges and all Other Products [Member]
Segment Reporting Information [Line Items]
Net sales	3,705,255	3,697,238	2,989,284
Percentage of net sales	71.00%	66.00%	62.00%
Valves, Fittings, Flanges and all Other Products [Member] | Valves and Specialty Products [Member]
Segment Reporting Information [Line Items]
Net sales	1,440,431	1,431,888	1,143,234
Percentage of net sales	28.00%	26.00%	24.00%
Valves, Fittings, Flanges and all Other Products [Member] | Carbon Steel Fittings and Flanges and Stainless Steel and Alloy Pipe and Fittings [Member]
Segment Reporting Information [Line Items]
Net sales	1,135,818	1,175,276	870,581
Percentage of net sales	22.00%	21.00%	18.00%
Valves, Fittings, Flanges and all Other Products [Member] | Other [Member]
Segment Reporting Information [Line Items]
Net sales	$ 1,129,006	$ 1,090,074	$ 975,469
Percentage of net sales	21.00%	19.00%	20.00%

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified		1 Months Ended		3 Months Ended
	Dec. 31, 2013	Jan. 31, 2014 Subsequent Event [Member] Progressive Cavity Pump ("PCP") [Member]	Jan. 31, 2014 Stream AS [Member] Subsequent Event [Member]	Mar. 31, 2014 Forecast [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Expected reduction in sales from divestiture		$ 82
Pre-tax charge associated with termination of profit sharing agreement				7
After-tax charge associated with termination of profit sharing agreement				4.6
Acquisition	$ 46.8		$ 260.0

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Fair Value Measurements (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets:	$ 4,603,000	$ 3,000
Liabilities:
Carrying value of debt	987,000,000	1,257,000,000
Fair value of our debt	997,000,000	1,261,000,000
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets:
Liabilities:
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets:	4,603,000	3,000
Liabilities:
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets:
Liabilities:

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Employee Benefit Plans (Unrecognized Compensation Expense Under Equity-Based Compensation Plans) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation expense	$ 12,118
Stock Options [Member]
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years)	2 years 10 months 24 days
Unrecognized equity-based compensation expense	10,168
Restricted Stock [Member]
Unrecognized Stock Based Compensation Expense [Line Items]
Unrecognized equity-based compensation , Weighted-Average Vesting Period (in years)	3 years 6 months
Unrecognized equity-based compensation expense	$ 1,950

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

NOTE 17—SUBSEQUENT EVENTS

In January 2014, we terminated a profit sharing agreement with respect to certain oilfield supply and service stores in western Canada. This profit sharing agreement required us to make annual profit sharing payments to Europump related to PVF sales in the heavy oil region of Canada.  In conjunction with the termination of this agreement, we sold our progressive cavity pump (“PCP”) distribution and servicing business to Europump, our primary supplier of PCP pumps.  We believe this divestiture will allow us to focus on our core business of supplying PVF products and services to the energy and industrial markets. We expect the impact of this divestiture to be a reduction in sales of approximately $82 million in 2014; however, through the elimination of costs associated with the business, including the profit sharing payments to Europump, we expect the impact of the sale will have a modestly accretive impact on profitability going forward.  However, we do anticipate a first quarter 2014 pre-tax charge of approximately $7 million ($4.6 million after-tax) associated with the termination of the profit sharing agreement.

In January 2014, we completed the $260 million acquisition of Stream AS.  Headquartered in Norway, Stream is the leading pipe, valve and fittings distributor and provider of flow control products, solutions and services to the offshore oil and gas industry on the Norwegian Continental Shelf.  The purchase price was funded with existing availability under our Global ABL Facility as well as cash on hand. 

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Goodwill and Other Intangible Assets (Schedule of Amortization of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Goodwill and Other Intangible Assets [Abstract]
2014	$ 53,830
2015	53,207
2016	51,671
2017	50,023
2018	$ 49,092

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Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 item	Dec. 31, 2012 item	Dec. 31, 2011 item
Acquisitions [Abstract]
Number of acquisitions during the period	2	3	2
Purchase price	$ 46.8	$ 152.4	$ 41.9

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Segment, Geographic and Product Line Information (Schedule of Percentage of Net Revenues by Geographical Areas) (Details)	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total fixed assets, percentage	100.00%	100.00%
United States [Member]
Segment Reporting Information [Line Items]
Total fixed assets, percentage	57.00%	56.00%
Canada [Member]
Segment Reporting Information [Line Items]
Total fixed assets, percentage	24.00%	24.00%
International [Member]
Segment Reporting Information [Line Items]
Total fixed assets, percentage	19.00%	20.00%

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Segment, Geographic and Product Line Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment, Geographic and Product Line Information [Abstract]

Schedule of Financial Information for Each Segment

	Year Ended December 31,
	2013	2012	2011
Sales
U.S.	$         3,967.6	$          4,238.4	$           3,849.2
Canada	709.4	765.2	653.6
International	553.8	567.2	329.6
Consolidated sales	$         5,230.8	$          5,570.8	$           4,832.4
Depreciation and amortization
U.S.	$              13.6	$               11.2	$                11.6
Canada	2.0	2.1	2.5
International	6.7	5.3	2.9
Total depreciation and amortization expense	$              22.3	$               18.6	$                17.0
Amortization of intangibles
U.S.	$              42.4	$               40.0	$                40.1
Canada	2.4	2.5	4.5
International	7.3	7.0	6.1
Total amortization of intangibles expense	$              52.1	$               49.5	$                50.7
Operating income
U.S.	$            280.1	$             358.3	$              166.5
Canada	20.9	27.2	17.4
International	10.8	21.5	10.7
Total operating income	311.8	407.0	194.6
Interest expense	60.7	112.5	136.8
Loss on early extinguishment of debt	-	114.0	-
Other (income) expense	14.2	(1.2)	2.0
Income before income taxes	$            236.9	$             181.7	$                55.8

	December 31,
	2013	2012
Total assets
United States	$         2,732.3	$          2,732.4
Canada	204.7	249.1
International	398.7	388.2
Total assets	$         3,335.7	$          3,369.7

Schedule of Percentages of Fixed Assets by Geographical Areas

	December 31,
	2013	2012
Fixed assets
United States	57%	56%
Canada	24%	24%
International	19%	20%
Total fixed assets	100%	100%

Schedule of Net Sales by Product Line

	Year Ended December 31,
Type	2013		2012		2011
Energy carbon steel tubular products:
Line pipe	$      1,061,881	20%	$        1,158,512	21%	$        1,033,976	21%
Oil country tubular goods (OCTG)	463,656	9%	715,108	13%	809,163	17%
	$      1,525,537	29%	$        1,873,620	34%	$        1,843,139	38%
Valves, fittings, flanges and other products:
Valves and specialty products	$      1,440,431	28%	$        1,431,888	26%	$        1,143,234	24%
Carbon steel fittings and flanges and stainless steel
and alloy pipe and fittings	1,135,818	22%	1,175,276	21%	870,581	18%
Other	1,129,006	21%	1,090,074	19%	975,469	20%
	$      3,705,255	71%	$        3,697,238	66%	$        2,989,284	62%

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Long-Term Debt (Significant Components of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Nov. 30, 2013	Dec. 31, 2012	Nov. 30, 2012
Debt Instrument [Line Items]
Long-term debt	$ 986,834		$ 1,256,589
Less current portion	7,935		6,500
Long-term debt, net	978,899		1,250,089
Senior Secured Term Loan B, Net of Discount [Member]
Debt Instrument [Line Items]
Long-term debt	787,059	793,500	642,030	650,000
Original issue discount on senior secured notes	4,457		6,345
Global ABL Facility [Member]
Debt Instrument [Line Items]
Long-term debt	199,630		608,006
Other [Member]
Debt Instrument [Line Items]
Long-term debt	$ 145		$ 6,553

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Employee Benefit Plans (Schedule of Restricted Stock Option Activity Plans) (Details) (Restricted Stock [Member], USD $)	12 Months Ended
	Dec. 31, 2013
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning Balance, Shares	134,211
Granted, Shares	99,163
Vested, Shares	(135,179)
Forfeited, Shares	(4,712)
Nonvested, Ending Balance, Shares	93,483
Nonvested, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 15.65
Granted, Weighted Average Grant-Date Fair Value	$ 29.52
Vested, Weighted Average Grant-Date Fair Value	$ 15.76
Forfeited, Weighted Average Grant-Date Fair Value	$ 29.87
Nonvested, Ending Balance, Weighted Average Grant-Date Fair Value	$ 29.48

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Income Taxes (Components of Deferred Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Allowance for doubtful accounts	$ 1,265	$ 2,046
Accruals and reserves	16,603	12,617
Net operating loss and tax credit carryforwards	13,423	5,453
Other	1,270	1,504
Subtotal	32,561	21,620
Valuation allowance	(14,155)	(2,059)
Total	18,406	19,561
Deferred tax liabilities:
Accounts receivable		(4,550)
Inventory valuation	(81,208)	(79,575)
Property, plant and equipment	(8,538)	(11,210)
Intangible assets	(236,832)	(252,976)
Debt	(5,798)	(5,745)
Other	(177)	(11)
Total	(332,553)	(354,067)
Net deferred tax liability	$ (314,147)	$ (334,506)

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 222,116	$ 209,344
Allowances for depreciation and amortization	(103,193)	(86,886)
Property, Plant and Equipment, Net, Total	118,923	122,458
Land and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	16,930	17,465
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	40 years
Property, plant and equipment, gross	63,494	58,090
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	137,254	130,289
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
Property Held Under Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 4,438	$ 3,500
Property Held Under Capital Leases [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	20 years
Property Held Under Capital Leases [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Depreciable Life	30 years

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

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 and related 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, petrochemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia and Australasia. Our products are obtained from a broad range of suppliers.

Basis of Presentation:  The 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 revenues 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 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 income.

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 revenues. This practice excludes certain inventories, which are held outside of the United States, approximating $264.0 million and $318.9 million at December 31, 2013 and 2012, respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods.

Allowances for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales trends. The allowance, which totaled $23.2 million and $19.0 million at December 31, 2013 and 2012, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated 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 are reflected in other assets and totaled $19.1 million and $25.2 million, net of accumulated amortization of $5.7 million and $4.8 million, at December 31, 2013 and 2012, respectively.  

Fixed Assets: 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.

Goodwill and Other Intangible Assets: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment annually or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at three reporting units that mirror our three segments (U.S., Canada and International).

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. If the carrying value is more than the estimated fair value, we then calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, as well as valuation comparisons to similar businesses. These valuation methods 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 these 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. These valuation methods require 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 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. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change.

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 there is evidence of impairment.

Our impairment methodology for goodwill and other 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 physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a nonmaterial deductible program as they relate to insurance for property, stock throughput, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and employee healthcare.  These programs have deductibles ranging from $25,000 to $1.0 million and are secured by various letters of credit totaling $6.5 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 a commercially reasonable umbrella/excess policy that covers liabilities 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 all deductibles/retentions under insurance programs (other than employee healthcare) were $7.8 million and $5.9 million as of December 31, 2013 and 2012, respectively.  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 $3.3 million and $4.0 million as of December 31, 2013 and 2012, respectively. 

Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered.

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 the deferred tax assets considered realizable 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.

We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings.

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 income.

Equity-Based Compensation:  Our equity-based compensation consisted and consists of (i) restricted common units and profit units of PVF Holdings LLC, our former parent, and (ii) restricted stock and nonqualified stock options of our Company. 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 common units, profit 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 and is recognized as compensation expense over the applicable vesting period.

Revenue Recognition: Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenues. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title transfers. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of income.

Cost of Sales: Cost of sales includes the cost of inventory sold and related items, such as vendor rebates, inventory allowances, 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. Purchasing and warehousing costs approximated $37.2 million, $34.8 million, and $27.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.  

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 and unvested restricted 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 and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method.

Concentration of Credit Risk: Most of our business activity is with customers in the energy and industrial sectors. 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 2013, 2012 and 2011, we did not have sales to any one customer in excess of 10% of gross sales. At those respective year-ends, no individual customer balances exceeded 10% of gross accounts receivable.

We have a broad supplier base, sourcing our products in most regions of the world. During 2013, 2012 and 2011, we did not have purchases from any one vendor in excess of 10% of our gross purchases. At those respective year-ends no individual vendor balance exceeded 10% of gross 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.

Segment Reporting: We have three operating and reportable segments, the United States of America, Canada, and International, which includes Europe, Asia, and Australasia. These segments represent our global business of providing pipe, valves, fittings and related products and services to the energy and industrial sectors, 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) markets, through our distribution operations located throughout the world.

Reclassifications: Certain immaterial amounts in the prior years’ balance sheet and statements of cash flows have been reclassified to conform to the current year’s presentation.

Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board (“FASB”) issued Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which specifies that a cumulative translation adjustment (“CTA”) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity.  For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings upon sale of the investment.  When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity.  CTA would be recognized in earnings in a business combination achieved in stages.  ASU 2013-05 will be effective for us prospectively in 2014.  We do not expect this update to have a material impact on our financial statements.

In July 2013, the FASB issued Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except in certain circumstances.  This update does not require any new disclosures and is effective for annual and interim periods beginning after December 31, 2013.  The amendments in this update will be applied prospectively to all unrecognized tax benefits that exist at the effective date.  We do not expect this update to have a material impact on our financial statements.

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Stockholders' Equity (Narrative) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stockholders' Equity [Line Items]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Stock Options [Member]
Stockholders' Equity [Line Items]
Anti-dilutive securities	500,000	2,100,000	2,300,000

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Acquisitions (Schedule of Purchase Price Allocation) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Net assets acquired:
Current assets, net of cash acquired	$ 18.6
Other long-term assets	1.8
Customer base intangibles	9.7
Other intangible assets	2.3
Goodwill	24.7
Current liabilities	(9.8)
Other long-term liabilities	(0.5)
Cash consideration paid	$ 46.8

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Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventories [Abstract]

Composition of Inventory

	December 31,
	2013	2012
Finished goods inventory at average cost:
Energy carbon steel tubular products	$         362,449	$        387,609
Valves, fittings, flanges and all other products	763,119	752,630
	1,125,568	1,140,239
Less: Excess of average cost over LIFO cost (LIFO reserve)	(130,802)	(150,982)
Less: Other inventory reserves	(23,199)	(19,029)
	$         971,567	$        970,228

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Receivable [Abstract]

Summary of Allowance for Doubtful Accounts

	December 31,
	2013	2012	2011
Allowance for doubtful accounts
Beginning balance	$             5,270	$             4,815	$             4,451
Net Charge-offs	(2,435)	(1,973)	(69)
Provision	(298)	2,428	433
Ending balance	$             2,537	$             5,270	$             4,815

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Derivative Financial Instruments (Amount of Gains and (Losses) Recognized in Consolidated Statements of Operations Related to Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Financial Instruments [Abstract]
Derivatives not designated as hedging instruments, Foreign exchange forward contracts	$ 4,731	$ 176	$ 71
Derivatives not designated as hedging instruments, Interest rate contracts		$ 2,010	$ 6,973

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Accounts Receivable (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable [Abstract]
Other allowances for accounts receivable	$ 3.1	$ 3.3

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

		December 31,
	Depreciable Life	2013	2012
Land and improvements	-	$       16,930	$     17,465
Building and building improvements	40 years	63,494	58,090
Machinery and equipment	3 to 10 years	137,254	130,289
Property held under capital leases	20 to 30 years	4,438	3,500
		222,116	209,344
Allowances for depreciation and amortization		(103,193)	(86,886)
		$     118,923	$   122,458

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Other Intangible Assets [Abstract]

Changes in Carrying Amount of Goodwill by Segment

	US	Canada	International	Total
Goodwill at December 31, 2010 (1)	$            509,478	$                        -	$               39,906	$            549,384
Acquisition of VSC	2,780	-	-	2,780
Acquisition of MRC SPF	-	-	11,565	11,565
Other	(211)	-	-	(211)
Effect of foreign currency translation	-	-	(2,248)	(2,248)
Goodwill at December 31, 2011 (1)	$            512,047	$                        -	$               49,223	$            561,270
Acquisition of MRC PSA	-	-	21,829	21,829
Acquisition of PSS	25,051	-	-	25,051
Adjustment of MRC SPF purchase price	-	-	1,197	1,197
Effect of foreign currency translation	-	-	1,045	1,045
Goodwill at December 31, 2012 (1)	$            537,098	$                        -	$               73,294	$            610,392
Acquisition of Flow Control	15,257	-	-	15,257
Acquisition of Flangefitt	-	-	9,472	9,472
Adjustment of PSS purchase price	(378)	-	-	(378)
Effect of foreign currency translation	-	-	(2,459)	(2,459)
Goodwill at December 31, 2013 (1)	$            551,977	$                        -	$               80,307	$            632,284

(1)Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively.

Schedule of Other Intangible Assets by Major Classification

	Weighted-
	Average
	Amortization		Accumulated	Net Book
	Period (in years)	Gross	Amortization	Value
December 31, 2013
Customer base	15.8	$            730,108	$            (291,116)	$            438,992
Amortizable trade names	6.1	18,099	(9,268)	8,831
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.0	244	(81)	163
	15.5	$         1,008,474	$            (300,465)	$            708,009
December 31, 2012
Customer base	15.8	$            721,010	$            (242,355)	$            478,655
Amortizable trade names	6.7	15,671	(6,577)	9,094
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.8	2,470	(970)	1,500
	15.6	$            999,174	$            (249,902)	$            749,272

(1)Net of accumulated impairment losses of $76.2 million.

Schedule of Amortization of Intangible Assets

2014	$              53,830
2015	53,207
2016	51,671
2017	50,023
2018	49,092

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Statements of Cash Flows [Abstract]
Acquisitions, cash acquired	$ 2,433	$ 0	$ 2,036

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Long-Term Debt [Abstract]

Components of Long-Term Debt

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount of $4,457 and $6,345	$          787,059	$           642,030
Global ABL Facility	199,630	608,006
Other	145	6,553
	986,834	1,256,589
Less current portion	7,935	6,500
	$          978,899	$        1,250,089

Interest on Borrowings

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount	5.09%	6.39%
Global ABL Facility	2.12%	2.21%

Schedule of Maturities of Long-Term Debt

2014	$             7,935
2015	8,080
2016	7,935
2017	207,565
2018	7,935
Thereafter	747,384

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Quarterly Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Information (Unaudited) [Abstract]

Schedule of Quarterly Financial Information

	First	Second	Third	Fourth	Year
2013
Revenues	$     1,305.1	$     1,267.8	$     1,313.7	$     1,344.2	$     5,230.8
Gross profit	246.6	243.9	238.3	226.0	954.8
Net income (1)	46.2	43.9	38.8	23.3	152.1
EPS:
Basic (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.50
Diluted (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.48
2012
Revenues	$     1,382.6	$     1,430.4	$     1,451.1	$     1,306.7	$     5,570.8
Gross profit	236.6	241.7	277.2	258.3	1,013.7
Net income (loss) (1)	37.5	31.3	55.5	(6.4)	118.0
EPS:
Basic (1)	$          0.44	$          0.32	$          0.55	$          (0.06)	$          1.22
Diluted (1)	$          0.44	$          0.32	$          0.54	$          (0.06)	$          1.22

_______________

(1)Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

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Long-Term Debt (Interest on Borrowings) (Details)	Dec. 31, 2013	Dec. 31, 2012
Global ABL Facility [Member]
Debt Instrument [Line Items]
Weighted-average interest rate	2.12%	2.21%
Senior Secured Term Loan B, Net of Discount [Member]
Debt Instrument [Line Items]
Weighted-average interest rate	5.09%	6.39%

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Rent expense attributable to related parties	$ 2,000,000	$ 4,300,000	$ 5,500,000
Future minimum rental payments, 2014	41,328,000
Future minimum rental payments, 2015	33,268,000
Future minimum rental payments, 2016	24,208,000
Future minimum rental payments, 2017	18,448,000
Future minimum rental payments, 2018 and thereafter	16,686,000
Europump Systems Inc. [Member]
Related Party Transaction [Line Items]
Purchases from affiliates	42,300,000	39,300,000	42,000,000
Amounts payable to affiliates	0	4,900,000
Sales to affiliates	2,100,000	1,200,000	2,500,000
Receivables from affiliates	800,000	200,000
Profit sharing expense to affiliates	6,200,000	7,900,000	5,800,000
Related Parties [Member]
Related Party Transaction [Line Items]
Future minimum rental payments, 2014	2,000,000
Future minimum rental payments, 2015	1,400,000
Future minimum rental payments, 2016	1,500,000
Future minimum rental payments, 2017	1,400,000
Future minimum rental payments, 2018 and thereafter	1,400,000
Cypress Energy Partners LP [Member]
Related Party Transaction [Line Items]
Sales to affiliates	400,000
Goldman Sachs Funds [Member]
Related Party Transaction [Line Items]
Sales to affiliates	33,700,000	23,100,000	12,000,000
Receivables from affiliates	7,000,000	5,000,000
Payments made to affiliates	10,900,000	13,200,000	300,000
Payment made for treasury, accounts receivables collection software and disaster recovery systems	$ 600,000	$ 900,000

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash	$ 25,188	$ 37,090
Accounts receivable, net	812,147	823,236
Inventories, net	971,567	970,228
Other current assets	37,091	20,020
Total current assets	1,845,993	1,850,574
Other assets	30,473	37,031
Property, plant and equipment, net	118,923	122,458
Intangible assets:
Goodwill, net	632,284	610,392	[1]
Other intangible assets, net	708,009	749,272
Total assets	3,335,682	3,369,727
Current liabilities:
Trade accounts payable	550,393	438,344
Accrued expenses and other current liabilities	124,925	125,599
Deferred income taxes	78,844	79,661
Current portion of long term debt	7,935	6,500
Total current liabilities	762,097	650,104
Long-term obligations:
Long-term debt, net	978,899	1,250,089
Deferred income taxes	241,116	261,448
Other liabilities	15,302	22,164
Stockholders' equity:
Common stock, $0.01 par value per share; 500,000 shares authorized, 101,913 and 101,563 issued and outstanding, respectively	1,019	1,016
Preferred stock, $0.01 par value per share; 100,000 shares authorized, no shares issued and outstanding
Additional paid-in capital	1,644,406	1,625,900
Retained deficit	(266,735)	(418,830)
Accumulated other comprehensive loss	(40,422)	(22,164)
Total stockholders' equity	1,338,268	1,185,922
Total liabilities and stockholders' equity	$ 3,335,682	$ 3,369,727

[1] Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively.

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Accounts Receivable (Summary of Allowance for Doubtful Accounts) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for doubtful accounts
Beginning balance	$ 5,270	$ 4,815	$ 4,451
Net charge-offs	(2,435)	(1,973)	(69)
Provision	(298)	2,428	433
Ending balance	$ 2,537	$ 5,270	$ 4,815

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Deficit) [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2010	$ 844	$ 1,274,560	$ (565,790)	$ (19,856)	$ 689,758
Balance, shares at Dec. 31, 2010	84,404,000
Net income			28,984		28,984
Foreign currency translation, net of tax				(6,919)	(6,919)
Pension related adjustments, net of tax				635	635
Vesting of restricted stock		1			1
Vesting of restricted stock, shares	23,000
Forfeited dividends on forfeited unvested restricted stock			15		15
Equity-based compensation expense		8,385			8,385
Exercise of stock options		3			3
Balance at Dec. 31, 2011	844	1,282,949	(536,791)	(26,140)	720,862
Balance, shares at Dec. 31, 2011	84,427,000
Net income			117,958		117,958
Foreign currency translation, net of tax				3,793	3,793
Pension related adjustments, net of tax				183	183
Common stock issued in initial public offering	171	333,171			333,342
Common stock issued in initial public offering, shares	17,046,000
Vesting of restricted stock, shares	22,000
Forfeited dividends on forfeited unvested restricted stock			3		3
Equity-based compensation expense		8,475			8,475
Exercise of stock options	1	676			677
Exercise of stock options, shares	68,000
Tax benefit on equity-based compensation		629			629
Balance at Dec. 31, 2012	1,016	1,625,900	(418,830)	(22,164)	1,185,922
Balance, shares at Dec. 31, 2012	101,563,000
Net income			152,095		152,095
Foreign currency translation, net of tax				(18,344)	(18,344)
Pension related adjustments, net of tax				86	86
Vesting of restricted stock, shares	135,000
Shares withheld for taxes		(1,512)			(1,512)
Shares withheld for taxes, shares	(48,000)
Forfeited restricted stock		(7)			(7)
Equity-based compensation expense		15,488			15,488
Exercise of stock options	3	3,282			3,285
Exercise of stock options, shares	263,000
Tax benefit on equity-based compensation		1,261			1,261
Other		(6)			(6)
Balance at Dec. 31, 2013	$ 1,019	$ 1,644,406	$ (266,735)	$ (40,422)	$ 1,338,268
Balance, shares at Dec. 31, 2013	101,913,000

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Income Taxes (Summary of Income Taxes Included in Consolidated Statements of Income) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ 90,063	$ 65,563	$ 32,080
State	8,058	6,569	2,878
Foreign	6,518	12,038	8,188
Current income tax expense	104,639	84,170	43,146
Deferred:
Federal	(21,102)	(15,776)	(14,960)
State	2,818	(1,256)	(1,177)
Foreign	(1,539)	(3,400)	(225)
Deferred income tax expense (benefit)	(19,823)	(20,432)	(16,362)
Income tax expense	$ 84,816	$ 63,738	$ 26,784

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Stockholders' Equity [Abstract]

Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets

	December 31,
	2013	2012
Currency translation adjustments	$             (40,173)	$             (21,829)
Pension related adjustments	(249)	(335)
Accumulated other comprehensive loss	$             (40,422)	$             (22,164)

Earnings Per Share

	Year Ended December 31,
	2013	2012	2011
Net income	$             152,095	$             117,958	$              28,984
Average basic shares outstanding	101,712	96,465	84,417
Effect of dilutive securities	810	460	238
Average diluted shares outstanding	102,522	96,925	84,655
Net income per share:
Basic	$                   1.50	$                   1.22	$                  0.34
Diluted	$                   1.48	$                   1.22	$                  0.34

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Employee Benefit Plans (Narrative) (Details) (USD $)	12 Months Ended						21 Months Ended	12 Months Ended						12 Months Ended
	Dec. 31, 2013 employee	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 2007 Stock Option Plan [Member]	Dec. 31, 2013 2007 Restricted Stock Plan [Member]	Dec. 31, 2013 2011 Omnibus Incentive Plan [Member]	Dec. 31, 2013 2011 Omnibus Incentive Plan [Member]	Dec. 31, 2013 November 2013 Secondary Offering [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Minimum [Member] 2011 Omnibus Incentive Plan [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Maximum [Member] 2011 Omnibus Incentive Plan [Member]	Dec. 31, 2013 Goldman Sachs Funds [Member]	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2013 Restricted Stock [Member]	Dec. 31, 2012 Restricted Stock [Member]	Dec. 31, 2011 Restricted Stock [Member]	Dec. 31, 2012 Profit Units [Member]	Dec. 31, 2011 Profit Units [Member]	Dec. 31, 2013 Director [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares available for grant				3,750,000	500,000
Shares reserved for issuance						3,250,000	3,250,000
Maximum term for stock option plan grant				10 years
Vesting period				5 years						4 years		5 years										1 year
Common stock, shares outstanding	101,913,000	101,563,000											5,141,547
Stock options vested								852,939						2,397,955
Shares of restricted stock vested								134,211									135,179
Shares of restricted stock granted						99,163	1,890,670										99,163
Stock options exercised					262,586									262,586
Grant of stock options					0	726,746
Stock based compensation	$ 15,488,000	$ 8,475,000	$ 8,385,000					$ 5,200,000						$ 13,329,000	$ 7,533,000	$ 6,707,000	$ 2,159,000	$ 481,000	$ 412,000	$ 461,000	$ 1,267,000
Stock options issued or granted														726,746
Employer matching contribution									1.00%		10.00%
Defined contribution plans	10,500,000	9,000,000	6,500,000
Defined benefit pension plan, number of current and former employees	13
Defined benefit pension plan liability	$ 500,000	$ 700,000

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 14—FAIR VALUE MEASUREMENTS

We used the following methods and significant assumptions to estimate fair value for assets and liabilities recorded at fair value.

Interest Rate Contracts:  Interest rate contracts are reported at fair value utilizing Level 2 inputs. We obtain dealer quotations to value our interest rate swap agreements. These quotations rely on observable market inputs such as yield curves and other market-based factors.

Foreign Exchange Forward and Option Contracts:  Foreign exchange forward contracts are reported at fair value utilizing Level 2 inputs, as the fair value is based on broker quotes for the same or similar derivative instruments.

The following table presents assets and liabilities measured at fair value on a recurring basis, and the basis for that measurement (in thousands):

	Fair Value Measurements at Reporting Date Using
	Total	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
December 31, 2013
Assets:	$       4,603	$                      -	$              4,603	$                          -
Liabilities:	-	-	-	-
December 31, 2012
Assets:	$              3	$                      -	$                     3	-
Liabilities:	-	-	-	-

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 $0.987 billion and $1.257 billion at December 31, 2013 and 2012, respectively. We estimate the fair value of the Term Loan using Level 2 inputs, or quoted market prices as of December 31, 2013 and 2012, respectively. The fair value of our debt was $0.997 billion and $1.261 billion at December 31, 2013 and 2012, respectively. The carrying values of our Global ABL Facility and remaining portions of our long-term debt approximate their fair values.

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Employee Benefit Plans [Abstract]

Schedule of Stock Options Activity

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
		Exercise	Contractual	Intrinsic
	Options	Price	Term	Value
			(years)	(thousands)
Stock Options
Balance at December 31, 2012	3,758,758	$              18.05	7.4	$            36,585
Granted	726,746	29.53
Exercised	(262,586)	12.50
Forfeited	(286,257)	22.62
Expired	(2,576)	12.52
Balance at December 31, 2013	3,934,085	$              20.47	7.0	$            46,144
At December 31, 2013
Options outstanding, vested and exercisable	2,397,955	$              17.75	5.8	$            34,772
Options outstanding, vested and expected to vest	3,883,434	$              20.40	6.9	$            45,798

Schedule of Restricted Stock Option Activity

		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock
Nonvested at December 31, 2012	134,211	$              15.65
Granted	99,163	29.52
Vested	(135,179)	15.76
Forfeited	(4,712)	29.87
Nonvested at December 31, 2013	93,483	$              29.48

Summarized Award Activity Under Stock Option and Restricted Stock Plans

	Year Ended December 31,
	2013	2012	2011
Stock Options
Weighted-average, grant-date fair value of awards granted	$              12.10	$                6.52	$                3.46
Total intrinsic value of stock options exercised	4,717,693	1,089,830	1,715
Total fair value of stock options vested	6,352,967	1,370,130	1,833,836

	Year Ended December 31,
	2013	2012	2011
Restricted Stock
Weighted-average, grant-date fair value of awards granted	$              29.48	$              15.65	$              14.36
Total fair value of restricted stock vested	4,173,834	484,141	378,670

Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options

	Year Ended December 31,
	2013	2012	2011
Risk-free interest rate	0.86%	0.90%	1.32%
Dividend yield (1)	0.00%	0.00%	0.00%
Expected volatility	40.96%	41.87%	46.05%
Expected life (in years)	6.2	6.6	5.0

(1) The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends.

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

	Year Ended December 31,
	2013	2012	2011
Equity-based compensation expense:
Stock options	$            13,329	$              7,533	$              6,707
Restricted stock	2,159	481	412
Restricted common units	-	-	(1)
Profit units	-	461	1,267
Total equity-based compensation expense	$            15,488	$              8,475	$              8,385
Income tax benefits related to equity-based compensation	$              5,743	$              3,114	$              3,081

Unrecognized Compensation Expense Under Equity-Based Compensation Plans

	Weighted-
	Average Vesting	December 31,
	Period (in years)	2013
Unrecognized equity-based compensation expense:
Stock options	2.9	$            10,168
Restricted stock	3.5	1,950
Total unrecognized equity-based compensation expense		$            12,118

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Quarterly Information (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Information (Unaudited) [Abstract]

Quarterly Information (Unaudited)

NOTE 16—QUARTERLY INFORMATION (UNAUDITED)

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

	First	Second	Third	Fourth	Year
2013
Revenues	$     1,305.1	$     1,267.8	$     1,313.7	$     1,344.2	$     5,230.8
Gross profit	246.6	243.9	238.3	226.0	954.8
Net income (1)	46.2	43.9	38.8	23.3	152.1
EPS:
Basic (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.50
Diluted (1)	$          0.45	$          0.43	$          0.38	$          0.23	$          1.48
2012
Revenues	$     1,382.6	$     1,430.4	$     1,451.1	$     1,306.7	$     5,570.8
Gross profit	236.6	241.7	277.2	258.3	1,013.7
Net income (loss) (1)	37.5	31.3	55.5	(6.4)	118.0
EPS:
Basic (1)	$          0.44	$          0.32	$          0.55	$          (0.06)	$          1.22
Diluted (1)	$          0.44	$          0.32	$          0.54	$          (0.06)	$          1.22

_______________

(1)Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

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Employee Benefit Plans (Summarized Award Activity Under Stock Option and Restricted Stock Plans) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average, grant-date fair value of awards granted	$ 12.10	$ 6.52	$ 3.46
Total intrinsic value of stock options exercised	$ 4,717,693	$ 1,089,830	$ 1,715
Total fair value of stock options vested	6,352,967	1,370,130	1,833,836
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	$ 29.48	$ 15.65	$ 14.36
Total fair value of restricted stock vested	$ 4,173,834	$ 484,141	$ 378,670

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating activities
Net income	$ 152,095	$ 117,958	$ 28,984
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	22,338	18,585	17,046
Amortization of intangibles	52,072	49,466	50,652
Equity-based compensation expense	15,488	8,475	8,385
Deferred income tax benefit	(19,823)	(20,432)	(16,362)
Amortization of debt issuance costs	5,777	8,782	10,456
Write off of debt issuance costs	2,865	1,685	9,450
Loss on early extinguishment of debt		113,961
(Decrease) increase in LIFO reserve	(20,180)	(24,140)	73,703
Change in fair value of derivative instruments	(4,731)	(2,186)	(7,044)
Provision for uncollectible accounts	(298)	2,428	433
Foreign currency losses (gains)	12,913	(766)	(604)
Other non-cash items	1,137	7,727	4,629
Changes in operating assets and liabilities:
Accounts receivable	2,069	22,399	(177,744)
Inventories	4,479	26,674	(182,173)
Income taxes payable	(7,057)	(12,593)	45,333
Other current assets	(8,738)	(681)	(35)
Accounts payable	117,320	(84,380)	36,550
Accrued expenses and other current liabilities	(4,138)	7,110	(4,556)
Net cash provided by (used in) operations	323,588	240,072	(102,897)
Investing activities
Purchases of property, plant and equipment	(22,068)	(26,189)	(18,056)
Proceeds from the disposition of property, plant and equipment	4,583	2,272	3,087
Acquisitions, net of cash acquired of $2,433, $0 and $2,036	(46,794)	(152,367)	(39,865)
Proceeds from the sale of assets held for sale			10,594
Other investment and notes receivable transactions	(5,130)	(6,755)	(3,795)
Net cash used in investing activities	(69,409)	(183,039)	(48,035)
Financing activities
Proceeds from the sale of common stock		333,342
Payments on revolving credit facilities	(2,150,188)	(2,422,136)	(2,237,449)
Proceeds from revolving credit facilities	1,738,213	2,571,835	2,387,877
Purchases and redemption of senior secured notes		(1,135,223)
Proceeds from issuance of term loan	150,000	643,500
Payments on long term obligations	(6,859)	(33,081)
Debt issuance costs paid	(697)	(20,038)	(9,836)
Proceeds from exercise of stock options	3,285	677	3
Tax benefit on stock options	1,261	629
Other financing activities	(6)	3
Net cash (used in) provided by financing activities	(264,991)	(60,492)	140,595
Decrease in cash	(10,812)	(3,459)	(10,337)
Effect of foreign exchange rate on cash	(1,090)	(5,578)	262
Cash - beginning of year	37,090	46,127	56,202
Cash - end of year	25,188	37,090	46,127
Supplemental disclosures of cash flow information:
Cash paid for interest	55,484	104,846	124,039
Cash paid for (received from) income taxes	$ 110,104	$ 96,526	$ (1,051)

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	101,913,000	101,563,000
Common stock, shares outstanding	101,913,000	101,563,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income Taxes

NOTE 9—INCOME TAXES

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

	Year Ended December 31,
	2013	2012	2011
United States	$          231,434	$          156,226	$            50,654
Foreign	5,477	25,470	5,114
	$          236,911	$          181,696	$            55,768

Income taxes included in the consolidated statements of income consist of (in thousands):

	Year Ended December 31,
	2013	2012	2011
Current:
Federal	$           90,063	$           65,563	$           32,080
State	8,058	6,569	2,878
Foreign	6,518	12,038	8,188
	104,639	84,170	43,146
Deferred:
Federal	(21,102)	(15,776)	(14,960)
State	2,818	(1,256)	(1,177)
Foreign	(1,539)	(3,400)	(225)
	(19,823)	(20,432)	(16,362)
Income tax expense	$           84,816	$           63,738	$           26,784

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

	Year Ended December 31,
	2013	2012	2011
Federal tax expense at statutory rates	$           82,918	$           63,474	$           19,518
State taxes	3,855	3,453	977
Nondeductible expenses	1,152	1,123	1,121
Effect of tax rate changes on existing temporary differences	3,074	-	3,993
Effect of foreign operations	(9,752)	(3,565)	(499)
Change in valuation allowance	7,714	(78)	522
Other	(4,145)	(669)	1,152
Income tax expense	$           84,816	$           63,738	$           26,784
Effective tax rate	35.8%	35.1%	48.0%

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

	December 31,
	2013	2012
Deferred tax assets:
Allowance for doubtful accounts	$             1,265	$             2,046
Accruals and reserves	16,603	12,617
Net operating loss and tax credit carryforwards	13,423	5,453
Other	1,270	1,504
Subtotal	32,561	21,620
Valuation allowance	(14,155)	(2,059)
Total	18,406	19,561
Deferred tax liabilities:
Accounts receivable	-	(4,550)
Inventory valuation	(81,208)	(79,575)
Property, plant and equipment	(8,538)	(11,210)
Intangible assets	(236,832)	(252,976)
Debt	(5,798)	(5,745)
Other	(177)	(11)
Total	(332,553)	(354,067)
Net deferred tax liability	$        (314,147)	$        (334,506)

We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. If 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 $101.6 million of state net operating loss carryforwards as of December 31, 2013, which will expire in future years through 2033 and foreign tax credit carryforwards of $4.4million expiring in 2022. In certain non-U.S. jurisdictions, we had $34.6 million of net operating loss carryforwards, of which $30.6 million have no expiration and $4.0 million will expire in future years through 2022.  

We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as we have no current intention to repatriate these earnings. As such, deferred income taxes are not provided for temporary differences of approximately $192.9 million and $189.4 million as of December 31, 2013 and 2012, respectively, representing earnings of non-U.S. subsidiaries intended to be permanently reinvested. These additional foreign earnings could become subject to additional tax if remitted, or deemed remitted, as a dividend. Computation of the potential deferred tax liability associated with these undistributed earnings and any other basis difference is not practicable.

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 2009 and the statute of limitations at our international locations is generally six to seven years.

At December 31, 2013 and 2012, our unrecognized tax benefits were immaterial to our consolidated financial statements.

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Feb. 14, 2014	Jun. 28, 2013
Document Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	MRC
Entity Registrant Name	MRC GLOBAL INC.
Entity Central Index Key	0001439095
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		101,917,875
Entity Public Float			$ 2,209

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Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

NOTE 10—STOCKHOLDERS’ EQUITY

Preferred Stock

We have authorized 100,000,000 shares of preferred stock. Our Board of Directors has the authority to issue shares and set the terms of the shares of preferred stock. As of December 31, 2013 and 2012, there were no shares of preferred stock issued or outstanding.  

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, in the accompanying consolidated balance sheets consists of the following (in thousands):

	December 31,
	2013	2012
Currency translation adjustments	$             (40,173)	$             (21,829)
Pension related adjustments	(249)	(335)
Accumulated other comprehensive loss	$             (40,422)	$             (22,164)

Earnings per Share

Earnings per share are calculated in the table below (in thousands, except per share amounts).

	Year Ended December 31,
	2013	2012	2011
Net income	$             152,095	$             117,958	$              28,984
Average basic shares outstanding	101,712	96,465	84,417
Effect of dilutive securities	810	460	238
Average diluted shares outstanding	102,522	96,925	84,655
Net income per share:
Basic	$                   1.50	$                   1.22	$                  0.34
Diluted	$                   1.48	$                   1.22	$                  0.34

Stock options and shares of restricted stock are disregarded in this calculation if they are determined to be anti-dilutive. For the years ended December 31, 2013, 2012 and 2011, our anti-dilutive stock options approximated 0.5 million, 2.1 million and 2.3 million, respectively.

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Quarterly Information (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Quarterly Information (Unaudited) [Abstract]
Revenues	$ 1,344,200		$ 1,313,700		$ 1,267,800		$ 1,305,100		$ 1,306,700		$ 1,451,100		$ 1,430,400		$ 1,382,600		$ 5,230,792		$ 5,570,858		$ 4,832,423
Gross profit	226,000		238,300		243,900		246,600		258,300		277,200		241,700		236,600		954,759		1,013,743		708,152
Net income (loss)	$ 23,300		$ 38,800		$ 43,900		$ 46,200		$ (6,400)		$ 55,500		$ 31,300		$ 37,500		$ 152,095		$ 117,958		$ 28,984
Basic	$ 0.23	[1]	$ 0.38	[1]	$ 0.43	[1]	$ 0.45	[1]	$ (0.06)	[1]	$ 0.55	[1]	$ 0.32	[1]	$ 0.44	[1]	$ 1.50	[1]	$ 1.22	[1]	$ 0.34
Diluted	$ 0.23	[1]	$ 0.38	[1]	$ 0.43	[1]	$ 0.45	[1]	$ (0.06)	[1]	$ 0.54	[1]	$ 0.32	[1]	$ 0.44	[1]	$ 1.48	[1]	$ 1.22	[1]	$ 0.34

[1] Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Consolidated Statements of Income [Abstract]
Sales	$ 5,230,792		$ 5,570,858		$ 4,832,423
Cost of sales	4,276,033		4,557,115		4,124,271
Gross profit	954,759		1,013,743		708,152
Selling, general and administrative expenses	642,994		606,753		513,563
Operating income	311,765		406,990		194,589
Other (expense) income:
Interest expense	(60,685)		(112,519)		(136,844)
Loss on early extinguishment of debt			(113,961)
Expenses associated with refinancing	(5,136)		(1,685)		(9,450)
Change in fair value of derivative instruments	4,731		2,186		7,044
Other, net	(13,764)		685		429
Income before income taxes	236,911		181,696		55,768
Income tax expense	84,816		63,738		26,784
Net income	$ 152,095		$ 117,958		$ 28,984
Basic earnings per common share	$ 1.50	[1]	$ 1.22	[1]	$ 0.34
Diluted earnings per common share	$ 1.48	[1]	$ 1.22	[1]	$ 0.34
Weighted-average common shares, basic	101,712		96,465		84,417
Weighted-average common shares, diluted	102,522		96,925		84,655

[1] Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

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Inventories

12 Months Ended

Dec. 31, 2013

Inventories [Abstract]

Inventories

NOTE 4—INVENTORIES

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

	December 31,
	2013	2012
Finished goods inventory at average cost:
Energy carbon steel tubular products	$         362,449	$        387,609
Valves, fittings, flanges and all other products	763,119	752,630
	1,125,568	1,140,239
Less: Excess of average cost over LIFO cost (LIFO reserve)	(130,802)	(150,982)
Less: Other inventory reserves	(23,199)	(19,029)
	$         971,567	$        970,228

During 2012, our inventory quantities were reduced, resulting in a liquidation of a 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. In 2012, the effect of this LIFO decrement decreased cost of sales by approximately $1.3 million. There was no LIFO decrement in 2013.

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Accounts Receivable

12 Months Ended

Dec. 31, 2013

Accounts Receivable [Abstract]

Accounts Receivable

NOTE 3—ACCOUNTS RECEIVABLE

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

	December 31,
	2013	2012	2011
Allowance for doubtful accounts
Beginning balance	$             5,270	$             4,815	$             4,451
Net Charge-offs	(2,435)	(1,973)	(69)
Provision	(298)	2,428	433
Ending balance	$             2,537	$             5,270	$             4,815

Our accounts receivable is also presented net of sales returns and allowances. Those allowances approximated $3.1 million and $3.3 million at December 31, 2013 and 2012, respectively.  

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies

NOTE 15—COMMITMENTS AND CONTINGENCIES

Leases

We regularly enter into operating and capital lease arrangements for certain of our facilities and equipment. Our leases are renewable at our option for various periods through 2021. Certain renewal options are subject to escalation clauses and contain clauses for payment of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Leases with escalation clauses based on an index, such as the consumer price index, are expensed and projected based on current rates. Leases with specified escalation steps are expensed and projected based on the rate in effect in the respective period which is not materially different than the straight-line method. We amortize leasehold improvements over the remaining life of the lease. Rental expense under our operating lease arrangements was $53.3 million, $48.3 million and $40.3 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Future minimum lease payments under noncancelable operating and capital lease arrangements having initial terms of one year or more are as follows (in thousands):

	Operating Leases	Capital Leases
2014	$             41,328	$                628
2015	33,268	297
2016	24,208	158
2017	18,448	117
2018	14,244	131
Thereafter	16,686	568
	$           148,182	$             1,899

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, McJunkin Red Man Corporation, purportedly distributed. As of December 31, 2013, we are a named defendant in approximately 279 lawsuits involving approximately 930 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 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 material pending legal proceedings that are likely to have a material effect on our business, financial condition, results of operations or cash flows.

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. 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 ultimate disposition of these claims and proceedings is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

Weatherford Claim.  In addition to PVF, our Canadian subsidiary, Midfield Supply (“Midfield”), now known as MRC Canada, also distributed progressive cavity pumps and related equipment (“PCPs”) under a distribution agreement with Weatherford Canada Partnership (“Weatherford”) within a certain geographical area located in southern Alberta, Canada.  Commencing in late 2005 and into early 2006, Midfield hired new employees, including individuals who left Weatherford, as part of Midfield’s desire to expand its PVF business into northern Alberta.  Shortly thereafter, many of these employees left Midfield and formed a PCP manufacturing, distribution and service company named Europump Systems Inc. (“Europump”) in 2006.  The distribution agreement with Weatherford expired in 2006.  Midfield supplied Europump with PVF products that Europump distributed along with sales of PCP pumps.  In April 2007, Midfield purchased Europump’s distribution branches and began distributing and servicing Europump PCPs.

Pursuant to a complaint that Weatherford filed on April 11, 2006 in the Court of Queen’s Bench of Alberta, Judicial Bench of Edmonton (Action No. 060304628), Weatherford sued Europump, three of Europump’s part suppliers, Midfield, certain current and former employees of Midfield, as well as other entities related to these parties, asserting a host of claims including breach of contract, breach of fiduciary duty, misappropriation of confidential information related to the PCPs, unlawful interference with economic relations and conspiracy.  The Company denies these allegations and contends that Midfield’s expansion and subsequent growth was the result of fair competition. 

From 2006 through 2012, the case focused largely on Weatherford’s questioning of defense witnesses.  In 2013, the defendants began substantive questioning of Weatherford and its witnesses.  Discovery is ongoing and expected to last through 2014. 

Due to ongoing discovery, and the limited information available related to any claimed damages, we cannot reasonably estimate potential loss at this time.  The Company believes Weatherford’s claims are without merit and intends to defend against them vigorously.

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 often 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, 2013 approximated $33.2 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, 2013 was approximately $6.7 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.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2013

Employee Benefit Plans [Abstract]

Employee Benefit Plans

NOTE 11—EMPLOYEE BENEFIT PLANS

Equity Compensation Plans:  Our 2007 Stock Option Plan 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 2013, 262,586 stock options were exercised and no stock options were granted under this plan.

Under the terms of our 2007 Restricted Stock Plan, up to 500,000 shares of restricted stock could have been granted at the direction of the Board of Directors and vesting generally occurred in one-fourth increments on the second, third, fourth and fifth anniversaries of the date specified in the employees’ respective restricted stock agreements, subject to accelerated vesting under certain circumstances set forth in the restricted stock agreements. Fair value was based on the fair market value of our stock on the date of issuance. We expense the fair value of the restricted stock grants on a straight-line basis over the vesting period.

Under the terms of the 2007 Stock Option and Restricted Stock Plans, all previously granted stock options and restricted stock were to vest when funds affiliated with Goldman, Sachs & Co. ceased to own more than 5,141,547 shares of our common stock. Upon completion of the November 2013 sale ofour common stock by Goldman, Sachs & Co.,  852,939 stock options and 134,211 shares of restricted stock vested triggering the accelerated recognition of $5.2 million of equity-based compensation expense.

In April 2012, we replaced the 2007 Stock Option Plan and the 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 has 3,250,000 shares reserved for issuance pursuant to 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 and restricted stock 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 four or 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 option agreements. Vesting for directors generally occurs in one year.  In 2013, 726,746 stock options and 99,163 shares of restricted stock were granted to executive management, members of our Board of Directors and employees under this plan.  To date, 1,890,670 shares have been granted under this plan.  We expense the fair value of the stock option grants on a straight-line basis over the vesting period. A Black-Scholes option-pricing model is used to estimate the fair value of the stock options.

			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
		Exercise	Contractual	Intrinsic
	Options	Price	Term	Value
			(years)	(thousands)
Stock Options
Balance at December 31, 2012	3,758,758	$              18.05	7.4	$            36,585
Granted	726,746	29.53
Exercised	(262,586)	12.50
Forfeited	(286,257)	22.62
Expired	(2,576)	12.52
Balance at December 31, 2013	3,934,085	$              20.47	7.0	$            46,144
At December 31, 2013
Options outstanding, vested and exercisable	2,397,955	$              17.75	5.8	$            34,772
Options outstanding, vested and expected to vest	3,883,434	$              20.40	6.9	$            45,798

		Weighted
		Average
		Grant-Date
	Shares	Fair Value
Restricted Stock
Nonvested at December 31, 2012	134,211	$              15.65
Granted	99,163	29.52
Vested	(135,179)	15.76
Forfeited	(4,712)	29.87
Nonvested at December 31, 2013	93,483	$              29.48

The following table summarizes award activity under our stock option and restricted stock plans:

	Year Ended December 31,
	2013	2012	2011
Stock Options
Weighted-average, grant-date fair value of awards granted	$              12.10	$                6.52	$                3.46
Total intrinsic value of stock options exercised	4,717,693	1,089,830	1,715
Total fair value of stock options vested	6,352,967	1,370,130	1,833,836

	Year Ended December 31,
	2013	2012	2011
Restricted Stock
Weighted-average, grant-date fair value of awards granted	$              29.48	$              15.65	$              14.36
Total fair value of restricted stock vested	4,173,834	484,141	378,670

Stock Options

Following are the weighted-average assumptions used to estimate the fair values of our stock options:

	Year Ended December 31,
	2013	2012	2011
Risk-free interest rate	0.86%	0.90%	1.32%
Dividend yield (1)	0.00%	0.00%	0.00%
Expected volatility	40.96%	41.87%	46.05%
Expected life (in years)	6.2	6.6	5.0

(1) The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends.

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

	Year Ended December 31,
	2013	2012	2011
Equity-based compensation expense:
Stock options	$            13,329	$              7,533	$              6,707
Restricted stock	2,159	481	412
Restricted common units	-	-	(1)
Profit units	-	461	1,267
Total equity-based compensation expense	$            15,488	$              8,475	$              8,385
Income tax benefits related to equity-based compensation	$              5,743	$              3,114	$              3,081

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

	Weighted-
	Average Vesting	December 31,
	Period (in years)	2013
Unrecognized equity-based compensation expense:
Stock options	2.9	$            10,168
Restricted stock	3.5	1,950
Total unrecognized equity-based compensation expense		$            12,118

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., Canada, the United Kingdom, Australia, France, Belgium, the Netherlands, and New Zealand. 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.

Our provisions for the expense under defined contribution plans were $10.5 million, $9.0 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Defined Benefit Employee Benefit Plan:  We maintain a defined benefit pension plan for 13 current and former employees of our Belgian subsidiary.  The unfunded liability associated with this plan was $0.5 million and $0.7 million as of December 31, 2013 and 2012, respectively.

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Long-Term Debt

12 Months Ended

Dec. 31, 2013

Long-Term Debt [Abstract]

Long-Term Debt

NOTE 7—LONG-TERM DEBT

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

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount of $4,457 and $6,345	$          787,059	$           642,030
Global ABL Facility	199,630	608,006
Other	145	6,553
	986,834	1,256,589
Less current portion	7,935	6,500
	$          978,899	$        1,250,089

Senior Secured Term Loan B: In November 2012, we entered into a $650 million seven-year Term Loan B (the “Term Loan”), with Bank of America N.A. as administrative agent, and other lenders from time to time parties thereto. In November 2013, we increased the principal amount of the term loan to $793.5 million and modified the interest rates to those outlined below.

Accordion. The Term Loan allows for incremental increases up to an aggregate of $200 million, plus an additional amount such that the Company’s senior secured leverage ratio (the ratio of the Company’s Consolidated EBITDA (as defined under the Term Loan) to senior secured debt) (net of up to $75 million of unrestricted cash) would not exceed 3.50 to 1.00.

Maturity. The scheduled maturity date of the Term Loan is November 9, 2019. 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 2.00%, plus an applicable margin, or at a rate based on LIBOR, subject to a floor of 1.00%, plus an applicable margin. The applicable margin for base rate loans is 300 basis points, and the applicable margin for LIBOR loans is 400 basis points. The margin steps down by 25 basis points if the Company’s consolidated total leverage ratio (as defined under the Term Loan) is less than 2.50 to 1.00.

Voluntary Prepayment. The Company is able to voluntarily prepay the principal without penalty or premium, other than a 1% premium for re-pricing transactions that occur prior to May 19, 2014.

Mandatory Prepayment. The Company is required to repay the Term Loan with certain asset sale and insurance proceeds, certain debt proceeds and 50% of excess cash flow (reducing to 25% if the Company’s senior secured leverage ratio is no more than 2.75 to 1.00 and 0% if the Company’s senior secured leverage ratio is no more than 2.50 to 1.00).  The Company is not required to make a mandatory prepayment in 2014 related to the fiscal year 2013.

Restrictive Covenants. The Term Loan does not include any financial 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 (including the Borrower) to:

•make investments;

•  prepay certain indebtedness;

•grant liens;

•  incur additional indebtedness;

•sell assets;

•  make fundamental changes;

•enter into transactions with affiliates; and

•  in the case of the Company, to 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 3.25:1.00.

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 3.50:1.00. 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 4.00:1.00. 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 5.00:1.00. 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 March 2012, we entered into a multi-currency global asset-based revolving credit facility (the “Global ABL Facility”) which replaced our then existing asset-based lending credit facility, our MRC Transmark term loan and revolving credit facility and our MRC Transmark overdraft facility. The five-year Global ABL Facility is comprised of $1.25 billion of total revolving credit facilities, including $977 million in the United States, $170 million in Canada, $12 million in the United Kingdom, $75 million in Australia, $9 million in the Netherlands and $7 million in Belgium. The facility contains an accordion feature that allows us to increase the principal amount of the facility by up to $300 million.

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.

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 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.

No non-U.S. subsidiary guarantees the U.S. tranche and no property of our non-U.S. subsidiaries secures the U.S. tranche. 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.

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.

U.S. borrowings under the facility bear interest at LIBOR plus a margin varying between 1.50% and 2.00% based on our fixed charge coverage ratio. Borrowings by our foreign borrower subsidiaries are generally subject to the same interest rate margins with the benchmark rate for such borrowings varying based on the currency in which such borrowings are made.

Senior Secured Notes:In a series of transactions from June to September 2012, we purchased in the open market $188.7 million in principal of our 9.50% senior secured notes due 2016 for $205.0 million.  We incurred a pre-tax loss on the purchase of the senior secured notes of $21.7 million related to the purchase premium, the write off of unamortized deferred financing costs and the write off of original discount. 

In November 2012, we redeemed the remaining $861.3 million of senior secured notes.  The early redemption required the payment of a premium of $68.9 million.  When combined with the write off of unamortized deferred financing costs and write off of original issue discount, this redemption resulted in a pre-tax loss of $92.2 million.

Availability: At December 31, 2013, availability under our revolving credit facilities was $776.9 million.

Interest on Borrowings:  The interest rates on our borrowings outstanding at December 31, 2013 and 2012, including the amortization of original issue discount on the Term Loan, were as follows:

	December 31,
	2013	2012
Senior Secured Term Loan B, net of discount	5.09%	6.39%
Global ABL Facility	2.12%	2.21%

Maturities of Long-Term Debt: At December 31, 2013, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):

2014	$             7,935
2015	8,080
2016	7,935
2017	207,565
2018	7,935
Thereafter	747,384

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Income Taxes (Reconciliation of Statutory Federal Income Tax Rate) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Abstract]
Federal tax expense at statutory rates	$ 82,918	$ 63,474	$ 19,518
State taxes	3,855	3,453	977
Nondeductible expenses	1,152	1,123	1,121
Effect of tax rate changes on existing temporary differences	3,074		3,993
Effect of foreign operations	(9,752)	(3,565)	(499)
Change in valuation allowance	7,714	(78)	522
Other	(4,145)	(669)	1,152
Income tax expense	$ 84,816	$ 63,738	$ 26,784
Effective tax rate	35.80%	35.10%	48.00%

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

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

		December 31,
	Depreciable Life	2013	2012
Land and improvements	-	$       16,930	$     17,465
Building and building improvements	40 years	63,494	58,090
Machinery and equipment	3 to 10 years	137,254	130,289
Property held under capital leases	20 to 30 years	4,438	3,500
		222,116	209,344
Allowances for depreciation and amortization		(103,193)	(86,886)
		$     118,923	$   122,458

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2013

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, 2013, 2012 and 2011 are as follows (in thousands):

	US	Canada	International	Total
Goodwill at December 31, 2010 (1)	$            509,478	$                        -	$               39,906	$            549,384
Acquisition of VSC	2,780	-	-	2,780
Acquisition of MRC SPF	-	-	11,565	11,565
Other	(211)	-	-	(211)
Effect of foreign currency translation	-	-	(2,248)	(2,248)
Goodwill at December 31, 2011 (1)	$            512,047	$                        -	$               49,223	$            561,270
Acquisition of MRC PSA	-	-	21,829	21,829
Acquisition of PSS	25,051	-	-	25,051
Adjustment of MRC SPF purchase price	-	-	1,197	1,197
Effect of foreign currency translation	-	-	1,045	1,045
Goodwill at December 31, 2012 (1)	$            537,098	$                        -	$               73,294	$            610,392
Acquisition of Flow Control	15,257	-	-	15,257
Acquisition of Flangefitt	-	-	9,472	9,472
Adjustment of PSS purchase price	(378)	-	-	(378)
Effect of foreign currency translation	-	-	(2,459)	(2,459)
Goodwill at December 31, 2013 (1)	$            551,977	$                        -	$               80,307	$            632,284

(1)Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively.

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

	Weighted-
	Average
	Amortization		Accumulated	Net Book
	Period (in years)	Gross	Amortization	Value
December 31, 2013
Customer base	15.8	$            730,108	$            (291,116)	$            438,992
Amortizable trade names	6.1	18,099	(9,268)	8,831
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.0	244	(81)	163
	15.5	$         1,008,474	$            (300,465)	$            708,009
December 31, 2012
Customer base	15.8	$            721,010	$            (242,355)	$            478,655
Amortizable trade names	6.7	15,671	(6,577)	9,094
Indefinite lived trade names (1)	N/A	260,023	-	260,023
Noncompete agreements	3.8	2,470	(970)	1,500
	15.6	$            999,174	$            (249,902)	$            749,272

(1)Net of accumulated impairment losses of $76.2 million.

Amortization of Intangible Assets

Total amortization of intangible assets for each of the years ending December 31, 2014 to 2018 is currently estimated as follows (in thousands):

2014	$              53,830
2015	53,207
2016	51,671
2017	50,023
2018	49,092

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

NOTE 8—DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to help manage our exposure to interest rate risk and fluctuations in foreign currencies. All of our derivative instruments are freestanding and, accordingly, changes in their fair market value are recorded in earnings. In December 2013, we entered into foreign exchange forward contracts with a notional amount of $1.6 billion Norwegian Krone ($260 million) related to the January 2014 acquisition of Stream AS.

The table below provides data about the fair value of the derivative instruments that are recorded in our consolidated balance sheets (in thousands):

	December 31, 2013		December 31, 2012
	Assets	Liabilities	Assets	Liabilities
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts (1)	$        4,603	$              -	$             3	$              -

(1) Included in “Accrued expenses and other current liabilities” or “other current assets” in our consolidated balance sheets. The total notional amount of our forward foreign exchange contracts was approximately $331 million and $69 million at December 31, 2013 and 2012, respectively.  

The table below provides data about the amount of gains and (losses) recognized in our consolidated statements of operations related to our derivative instruments (in thousands):

	Year Ended December 31,
Derivatives not designated as hedging instruments:	2013	2012	2011
Foreign exchange forward contracts	$        4,731	$          176	$            71
Interest rate contracts	$               -	$       2,010	$       6,973

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Stockholders' Equity (Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Stockholders' Equity [Abstract]
Net income	$ 23,300		$ 38,800		$ 43,900		$ 46,200		$ (6,400)		$ 55,500		$ 31,300		$ 37,500		$ 152,095		$ 117,958		$ 28,984
Average basic shares outstanding																	101,712		96,465		84,417
Effect of dilutive securities																	810		460		238
Average diluted shares outstanding																	102,522		96,925		84,655
Net income per share:
Basic	$ 0.23	[1]	$ 0.38	[1]	$ 0.43	[1]	$ 0.45	[1]	$ (0.06)	[1]	$ 0.55	[1]	$ 0.32	[1]	$ 0.44	[1]	$ 1.50	[1]	$ 1.22	[1]	$ 0.34
Diluted	$ 0.23	[1]	$ 0.38	[1]	$ 0.43	[1]	$ 0.45	[1]	$ (0.06)	[1]	$ 0.54	[1]	$ 0.32	[1]	$ 0.44	[1]	$ 1.48	[1]	$ 1.22	[1]	$ 0.34

[1] Net income and EPS do not add across due to rounding and transactions resulting in differing weighted average shares outstanding on a quarterly basis.

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Employee Benefit Plans (Schedule of Stock Option Activity Plans) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, vested and expected to vest, Options	3,883,434
Options outstanding, vested and expected to vest, Weighted Average Exercise Price	$ 20.40
Options outstanding, vested and expected to vest, Weighted Average Remaining Contractual Term	6 years 10 months 24 days
Options outstanding, vested and expected to vest, Aggregate Intrinsic Value	$ 45,798
Stock Options [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Beginning Balance, Options	3,758,758
Granted, Options	726,746
Exercised, Options	(262,586)
Forfeited, Options	(286,257)
Expired, Options	(2,576)
Ending Balance, Options	3,934,085
Options outstanding, vested and exercisable, Options	2,397,955
Beginning Balance, Weighted Average Exercise Price	$ 18.05
Granted, Weighted Average Exercise Price	$ 29.53
Exercised, Weighted Average Exercise Price	$ 12.50
Forfeited, Weighted Average Exercise Price	$ 22.62
Expired, Weighted Average Exercise Price	$ 12.52
Ending Balance, Weighted Average Exercise Price	$ 20.47
Options outstanding, vested and exercisable, Weighted Average Exercise Price	$ 17.75
Beginning Balance, Weighted Average Remaining Contractual Term	7 years 4 months 24 days
Ending Balance, Weighted Average Remaining Contractual Term	7 years
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Term	5 years 9 months 18 days
Beginning Balance, Aggregate Intrinsic Value	36,585
Ending Balance, Aggregate Intrinsic Value	46,144
Options outstanding, vested and exercisable, Aggregate Intrinsic Value	$ 34,772

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Stockholders' Equity (Accumulated Other Comprehensive Loss in Accompanying Consolidated Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Stockholders' Equity [Abstract]
Currency translation adjustments	$ (40,173)	$ (21,829)
Pension related adjustments	(249)	(335)
Accumulated other comprehensive loss	$ (40,422)	$ (22,164)

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Components of Income Before Income Taxes

	Year Ended December 31,
	2013	2012	2011
United States	$          231,434	$          156,226	$            50,654
Foreign	5,477	25,470	5,114
	$          236,911	$          181,696	$            55,768

Summary of Income Taxes Included in Consolidated Statements of Income

	Year Ended December 31,
	2013	2012	2011
Current:
Federal	$           90,063	$           65,563	$           32,080
State	8,058	6,569	2,878
Foreign	6,518	12,038	8,188
	104,639	84,170	43,146
Deferred:
Federal	(21,102)	(15,776)	(14,960)
State	2,818	(1,256)	(1,177)
Foreign	(1,539)	(3,400)	(225)
	(19,823)	(20,432)	(16,362)
Income tax expense	$           84,816	$           63,738	$           26,784

Reconcilation of Statutory Federal Income Tax Rate

	Year Ended December 31,
	2013	2012	2011
Federal tax expense at statutory rates	$           82,918	$           63,474	$           19,518
State taxes	3,855	3,453	977
Nondeductible expenses	1,152	1,123	1,121
Effect of tax rate changes on existing temporary differences	3,074	-	3,993
Effect of foreign operations	(9,752)	(3,565)	(499)
Change in valuation allowance	7,714	(78)	522
Other	(4,145)	(669)	1,152
Income tax expense	$           84,816	$           63,738	$           26,784
Effective tax rate	35.8%	35.1%	48.0%

Components of Current Deferred Tax Assets and Liabilities

	December 31,
	2013	2012
Deferred tax assets:
Allowance for doubtful accounts	$             1,265	$             2,046
Accruals and reserves	16,603	12,617
Net operating loss and tax credit carryforwards	13,423	5,453
Other	1,270	1,504
Subtotal	32,561	21,620
Valuation allowance	(14,155)	(2,059)
Total	18,406	19,561
Deferred tax liabilities:
Accounts receivable	-	(4,550)
Inventory valuation	(81,208)	(79,575)
Property, plant and equipment	(8,538)	(11,210)
Intangible assets	(236,832)	(252,976)
Debt	(5,798)	(5,745)
Other	(177)	(11)
Total	(332,553)	(354,067)
Net deferred tax liability	$        (314,147)	$        (334,506)

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Long-Term Debt (Narrative) (Details) (USD $)	12 Months Ended							1 Months Ended	4 Months Ended		12 Months Ended				12 Months Ended					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Senior Secured Term Loan B, Net of Discount [Member]	Nov. 30, 2013 Senior Secured Term Loan B, Net of Discount [Member]	Dec. 31, 2012 Senior Secured Term Loan B, Net of Discount [Member]	Nov. 30, 2012 Senior Secured Term Loan B, Net of Discount [Member]	Nov. 30, 2012 9.50% Senior Secured Notes Due 2016 [Member]	Sep. 30, 2012 9.50% Senior Secured Notes Due 2016 [Member]	Dec. 31, 2013 9.50% Senior Secured Notes Due 2016 [Member]	Dec. 31, 2013 Global ABL Facility [Member]	Dec. 31, 2012 Global ABL Facility [Member]	Dec. 31, 2013 Global ABL Facility [Member] Minimum [Member]	Dec. 31, 2013 Global ABL Facility [Member] Maximum [Member]	Dec. 31, 2013 Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member]	Dec. 31, 2013 Senior Secured Leverage Ratio Is No More Than 2.75 to 1.00 [Member] Maximum [Member]	Dec. 31, 2013 Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member]	Dec. 31, 2013 Senior Secured Leverage Ratio Is Less Than 2.50 to 1.00 [Member] Maximum [Member]	Dec. 31, 2013 LIBOR [Member]	Dec. 31, 2013 Other Customary Restrictive Covenants [Member] Maximum [Member]	Dec. 31, 2013 Company May Incur First Lien Indebtedness Pari Passu to the Term Loan [Member] Maximum [Member]	Dec. 31, 2013 Company May Incur Second Lien Indebtedness [Member] Maximum [Member]	Dec. 31, 2013 Company May Incur Unsecured Indebtedness [Member] Maximum [Member]	Dec. 31, 2013 Company May Incur Indebtedness [Member] Global ABL Facility [Member] Maximum [Member]	Dec. 31, 2013 United States [Member] Global ABL Facility [Member]	Dec. 31, 2013 United States [Member] Global ABL Facility [Member] Minimum [Member]	Dec. 31, 2013 United States [Member] Global ABL Facility [Member] Maximum [Member]	Dec. 31, 2013 Canada [Member] Global ABL Facility [Member]	Dec. 31, 2013 United Kingdom [Member] Global ABL Facility [Member]	Dec. 31, 2013 Australia [Member] Global ABL Facility [Member]	Dec. 31, 2013 Netherlands [Member] Global ABL Facility [Member]	Dec. 31, 2013 Belgium [Member] Global ABL Facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 986,834,000	$ 1,256,589,000		$ 787,059,000	$ 793,500,000	$ 642,030,000	$ 650,000,000	$ 861,300,000	$ 188,700,000		$ 199,630,000	$ 608,006,000
Debt maturity period				7 years
Interest rate										9.50%
Purchase of senior secured notes		1,135,223,000							205,000,000
Redemption resulted in pre-tax loss								92,200,000	21,700,000
Payment of premium for early redemption								68,900,000
Term Loan accordion feature				200,000,000
Unrestricted cash of Term Loan			75,000,000
Senior secured leverage ratio			3.50													2.75		2.50		3.25	3.50
Debt instrument, maturity date				Nov. 09, 2019
Term loan annual amortization percentage				1.00%
Percentage of capital stock in foreign subsidiaries securing Term Loan B				65.00%
Interest at base rate	2.00%
Rate based on LIBOR	1.00%																									1.50%	2.00%
Debt instrument basis spread on variable rate	3.00%																		4.00%
Debt instrument rate basis step down																	0.25%
Consolidated total leverage ratio																		2.50
Premium for re-pricing transactions	1.00%
Reduction in cash flow	50.00%																0.00%
Reduction in cash flow															25.00%
Junior secured leverage ratio																						4.00
Total leverage ratio																							5.00
Indebtedness under Global ABL Facility																								1,300,000,000
Maximum Borrowing Base of accounts receivable														85.00%										85.00%
Maximum Borrowing Base of inventory													70.00%	85.00%										65.00%
Credit facility, durational term											5 years
Credit facility, maximum borrowing capacity											1,250,000,000														977,000,000			170,000,000	12,000,000	75,000,000	9,000,000	7,000,000
Global ABL accordian feature											300,000,000
Credit facility, availability	$ 776,900,000

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Segment, Geographic and Product Line Information

12 Months Ended

Dec. 31, 2013

Segment, Geographic and Product Line Information [Abstract]

Segment , Geographic and Product Line Information

NOTE 13—SEGMENT, GEOGRAPHIC AND PRODUCT LINE INFORMATION

We operate as three business segments, U.S., Canada and International. Our International segment consists of our operations outside of the U.S. and Canada, principally Europe, Asia and Australasia. These segments represent our business of selling pipe, valves and fittings to the energy and industrial sectors, 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 processing and general industrials) markets. The following table presents financial information for each segment (in millions):

	Year Ended December 31,
	2013	2012	2011
Sales
U.S.	$         3,967.6	$          4,238.4	$           3,849.2
Canada	709.4	765.2	653.6
International	553.8	567.2	329.6
Consolidated sales	$         5,230.8	$          5,570.8	$           4,832.4
Depreciation and amortization
U.S.	$              13.6	$               11.2	$                11.6
Canada	2.0	2.1	2.5
International	6.7	5.3	2.9
Total depreciation and amortization expense	$              22.3	$               18.6	$                17.0
Amortization of intangibles
U.S.	$              42.4	$               40.0	$                40.1
Canada	2.4	2.5	4.5
International	7.3	7.0	6.1
Total amortization of intangibles expense	$              52.1	$               49.5	$                50.7
Operating income
U.S.	$            280.1	$             358.3	$              166.5
Canada	20.9	27.2	17.4
International	10.8	21.5	10.7
Total operating income	311.8	407.0	194.6
Interest expense	60.7	112.5	136.8
Loss on early extinguishment of debt	-	114.0	-
Other (income) expense	14.2	(1.2)	2.0
Income before income taxes	$            236.9	$             181.7	$                55.8

	December 31,
	2013	2012
Total assets
United States	$         2,732.3	$          2,732.4
Canada	204.7	249.1
International	398.7	388.2
Total assets	$         3,335.7	$          3,369.7

The percentages of our fixed assets relating to the following geographic areas are as follows:

	December 31,
	2013	2012
Fixed assets
United States	57%	56%
Canada	24%	24%
International	19%	20%
Total fixed assets	100%	100%

Our net sales by product line are as follows (in thousands):

	Year Ended December 31,
Type	2013		2012		2011
Energy carbon steel tubular products:
Line pipe	$      1,061,881	20%	$        1,158,512	21%	$        1,033,976	21%
Oil country tubular goods (OCTG)	463,656	9%	715,108	13%	809,163	17%
	$      1,525,537	29%	$        1,873,620	34%	$        1,843,139	38%
Valves, fittings, flanges and other products:
Valves and specialty products	$      1,440,431	28%	$        1,431,888	26%	$        1,143,234	24%
Carbon steel fittings and flanges and stainless steel
and alloy pipe and fittings	1,135,818	22%	1,175,276	21%	870,581	18%
Other	1,129,006	21%	1,090,074	19%	975,469	20%
	$      3,705,255	71%	$        3,697,238	66%	$        2,989,284	62%

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Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2013

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 and related 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, petrochemical processing and general industrials) sectors. We have branches in principal industrial, hydrocarbon producing and refining areas throughout the United States, Canada, Europe, Asia and Australasia. Our products are obtained from a broad range of suppliers.

Basis of Presentation

Basis of Presentation:  The 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 revenues 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 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 income.

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 revenues. This practice excludes certain inventories, which are held outside of the United States, approximating $264.0 million and $318.9 million at December 31, 2013 and 2012, respectively, which are valued at the lower of weighted-average cost or market. Our inventory is substantially comprised of finished goods.

Allowances for excess and obsolete inventories are determined based on analyses comparing inventories on hand to sales trends. The allowance, which totaled $23.2 million and $19.0 million at December 31, 2013 and 2012, respectively, is the amount deemed necessary to reduce the cost of the inventory to its estimated 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 are reflected in other assets and totaled $19.1 million and $25.2 million, net of accumulated amortization of $5.7 million and $4.8 million, at December 31, 2013 and 2012, respectively.  

Fixed Assets

Fixed Assets: 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.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets: Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment annually or more frequently if circumstances indicate that impairment may exist. We evaluate goodwill for impairment at three reporting units that mirror our three segments (U.S., Canada and International).

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. If the carrying value is more than the estimated fair value, we then calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the estimated fair value of the reporting unit. Impairment losses are recognized to the extent that recorded goodwill exceeds implied goodwill. Our impairment methodology uses discounted cash flow and multiples of cash earnings valuation techniques, as well as valuation comparisons to similar businesses. These valuation methods 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 these 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. These valuation methods require 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 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. Changes in the fair values of our derivative instruments are based upon independent market quotes. We do not designate our interest rate swaps as hedging instruments; therefore, we record our interest rate swaps on the consolidated balance sheets at fair value, with the gains and losses recognized in earnings in the period of change.

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 there is evidence of impairment.

Our impairment methodology for goodwill and other 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 physical damage to automobiles that we own, lease or rent, and product warranty and recall liabilities. In addition, we maintain a nonmaterial deductible program as they relate to insurance for property, stock throughput, inventory, workers’ compensation, automobile liability, asbestos claims, general liability claims (including, among others, certain product liability claims for property damage, death or injury) and employee healthcare.  These programs have deductibles ranging from $25,000 to $1.0 million and are secured by various letters of credit totaling $6.5 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 a commercially reasonable umbrella/excess policy that covers liabilities 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 all deductibles/retentions under insurance programs (other than employee healthcare) were $7.8 million and $5.9 million as of December 31, 2013 and 2012, respectively.  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 $3.3 million and $4.0 million as of December 31, 2013 and 2012, respectively. 

Income Taxes

Income Taxes: We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered.

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 the deferred tax assets considered realizable 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.

We intend to permanently reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings.

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 income.

Equity-Based Compensation

Equity-Based Compensation:  Our equity-based compensation consisted and consists of (i) restricted common units and profit units of PVF Holdings LLC, our former parent, and (ii) restricted stock and nonqualified stock options of our Company. 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 common units, profit 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 and is recognized as compensation expense over the applicable vesting period.

Revenue Recognition

Revenue Recognition: Sales to our principal customers are made pursuant to agreements that normally provide for transfer of legal title and risk upon shipment. We recognize revenue as products are shipped, title has transferred to the customer and the customer assumes the risks and rewards of ownership, and collectability is reasonably assured. Freight charges billed to customers are reflected in revenues. Return allowances are estimated using historical experience. Amounts received in advance of shipment are deferred and recognized as revenue when the products are shipped and title transfers. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales in the accompanying consolidated statements of income.

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 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. Purchasing and warehousing costs approximated $37.2 million, $34.8 million, and $27.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.  

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 and unvested restricted 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 and unvested restricted stock. The dilutive effect of unexercised stock options and unvested restricted stock is calculated under the treasury stock method.

Concentration of Credit Risk

Concentration of Credit Risk: Most of our business activity is with customers in the energy and industrial sectors. 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 2013, 2012 and 2011, we did not have sales to any one customer in excess of 10% of gross sales. At those respective year-ends, no individual customer balances exceeded 10% of gross accounts receivable.

We have a broad supplier base, sourcing our products in most regions of the world. During 2013, 2012 and 2011, we did not have purchases from any one vendor in excess of 10% of our gross purchases. At those respective year-ends no individual vendor balance exceeded 10% of gross 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.

Segment Reporting

Segment Reporting: We have three operating and reportable segments, the United States of America, Canada, and International, which includes Europe, Asia, and Australasia. These segments represent our global business of providing pipe, valves, fittings and related products and services to the energy and industrial sectors, 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) markets, through our distribution operations located throughout the world.

Reclassifications

Reclassifications: Certain immaterial amounts in the prior years’ balance sheet and statements of cash flows have been reclassified to conform to the current year’s presentation.

Recently Issued Accounting Standards

Recently Issued Accounting Standards: In February 2013, the Financial Accounting Standards Board (“FASB”) issued Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASU 2013-05), which specifies that a cumulative translation adjustment (“CTA”) should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity.  For sales of an equity method investment that is a foreign entity, a pro rata portion of CTA attributable to the investment would be recognized in earnings upon sale of the investment.  When an entity sells either a part or all of its investment in a consolidated foreign entity, CTA would be recognized in earnings only if the sale results in the parent no longer having a controlling financial interest in the foreign entity.  CTA would be recognized in earnings in a business combination achieved in stages.  ASU 2013-05 will be effective for us prospectively in 2014.  We do not expect this update to have a material impact on our financial statements.

In July 2013, the FASB issued Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  Under this guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except in certain circumstances.  This update does not require any new disclosures and is effective for annual and interim periods beginning after December 31, 2013.  The amendments in this update will be applied prospectively to all unrecognized tax benefits that exist at the effective date.  We do not expect this update to have a material impact on our financial statements.

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Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets by Major Classification) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Intangible Assets By Major Class [Line Items]
Weighted- Average Amortization Period (in years)	15 years 6 months		15 years 7 months 6 days
Gross	$ 1,008,474,000		$ 999,174,000
Accumulated Amortization	(300,465,000)		(249,902,000)
Finite-Lived Intangible Assets, Net, Total	708,009,000		749,272,000
Net of accumulated impairment losses	76,200,000
Customer Base [Member]
Intangible Assets By Major Class [Line Items]
Weighted- Average Amortization Period (in years)	15 years 9 months 18 days		15 years 9 months 18 days
Gross	730,108,000		721,010,000
Accumulated Amortization	(291,116,000)		(242,355,000)
Finite-Lived Intangible Assets, Net, Total	438,992,000		478,655,000
Amortizable Trade Names [Member]
Intangible Assets By Major Class [Line Items]
Weighted- Average Amortization Period (in years)	6 years 1 month 6 days		6 years 8 months 12 days
Gross	18,099,000		15,671,000
Accumulated Amortization	(9,268,000)		(6,577,000)
Finite-Lived Intangible Assets, Net, Total	8,831,000		9,094,000
Noncompete Agreements [Member]
Intangible Assets By Major Class [Line Items]
Weighted- Average Amortization Period (in years)	3 years		3 years 9 months 18 days
Gross	244,000		2,470,000
Accumulated Amortization	(81,000)		(970,000)
Finite-Lived Intangible Assets, Net, Total	163,000		1,500,000
Indefinite Lived Trade Names [Member]
Intangible Assets By Major Class [Line Items]
Gross	260,023,000	[1]	260,023,000	[1]
Finite-Lived Intangible Assets, Net, Total	$ 260,023,000	[1]	$ 260,023,000	[1]

[1] Net of accumulated impairment losses of $76.2 million.

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Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 segment	Dec. 31, 2012	Dec. 31, 2011
Significant Accounting Policies [Line Items]
Inventory not valued at LIFO	$ 264,000,000	$ 318,900,000
Allowances for excess and obsolete inventories	23,199,000	19,029,000
Debt issuance costs	19,100,000	25,200,000
Accumulated amortization of debt issuance costs	5,700,000	4,800,000
Letters of credit securing non-material deductible program	6,500,000
Accrued liabilities related to deductibles/retentions under insurance programs	7,800,000	5,900,000
Self-insurance reserves	3,300,000	4,000,000
Purchasing and warehousing costs not included in cost of sales	37,200,000	34,800,000	27,300,000
Number of operating and reportable segments	3
Vendor Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Balance in excess of 10% of gross total	0.00%	0.00%	0.00%
Concentration risk benchmark percentage	10.00%	10.00%	10.00%
Sales [Member] | Customer Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Balance in excess of 10% of gross total	0.00%	0.00%	0.00%
Concentration risk benchmark percentage	10.00%	10.00%	10.00%
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Balance in excess of 10% of gross total	0.00%	0.00%	0.00%
Concentration risk benchmark percentage	10.00%	10.00%	10.00%
Accounts Payable [Member] | Vendor Concentration Risk [Member]
Significant Accounting Policies [Line Items]
Balance in excess of 10% of gross total	0.00%	0.00%	0.00%
Concentration risk benchmark percentage	10.00%	10.00%	10.00%
Minimum [Member]
Significant Accounting Policies [Line Items]
Amortization based on straight-line method, years	2 years
Deductible	25,000
Maximum [Member]
Significant Accounting Policies [Line Items]
Amortization based on straight-line method, years	20 years
Deductible	$ 1,000,000

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 152,095	$ 117,958	$ 28,984
Other comprehensive (loss) income before tax
Foreign currency translation adjustments	(20,348)	4,149	(7,616)
Pension related adjustments	130	25	635
Total other comprehensive (loss) income before tax	(20,218)	4,174	(6,981)
Income tax benefit (expense) related to components of other comprehensive income	1,960	(198)	697
Other comprehensive (loss) income, net of tax	(18,258)	3,976	(6,284)
Comprehensive income	$ 133,837	$ 121,934	$ 22,700

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Acquisitions

12 Months Ended

Dec. 31, 2013

Acquisitions [Abstract]

Acquisitions

NOTE 2—ACQUISITIONS

In 2013, we completed two acquisitions for an aggregate purchase price of $46.8 million.  These acquisitions included:

" The assets and operations of Dan H. Brown, Inc., d/b/a Flow Control Products (“Flow Control”).  Flow Control is a leading provider in pneumatic and electro-hydraulic valve automation packages and related field support to the Permian Basin.

" The assets and operations of Flangefitt Stainless Ltd.  Flangefitt, headquartered in Warrington, England, with a location in Aberdeen, Scotland, is a leading pipe, flange and fitting (PFF) distributor in the oil and gas industry in England. 

The preliminary purchase price allocation of each acquisition was based on preliminary valuations. Our estimates and assumptions are subject to change upon the receipt and review of final valuations. The goodwill recognized for the acquisitions was primarily attributable to the expected profitability of the acquired businesses and synergies expected to arise after the acquisitions. Goodwill recorded in connection with these transactions is deductible. The consideration paid for these acquisitions has been allocated as follows (in millions):

	2013
	Acquisitions
Net assets acquired:
Current assets, net of cash acquired	$                 18.6
Other long-term assets	1.8
Customer base intangibles	9.7
Other intangible assets	2.3
Goodwill	24.7
Current liabilities	(9.8)
Other long-term liabilities	(0.5)
Cash consideration paid	$                 46.8

In 2012, we completed three acquisitions for an aggregate purchase price of $152.4 million. These acquisitions included OneSteel Piping Systems Australia (“MRC PSA”), a PVF distributor supplying the oil and gas, mining and mineral processing industries in Australia, the assets of Chaparral Supply with support in the Mississippian Lime formation in Oklahoma and Kansas, and the assets and operations of Production Specialty Services, Inc. (“PSS”), a PVF distributor in the Permian Basin and Eagle Ford shale regions of Texas and New Mexico.

In 2011, we completed two acquisitions for an aggregate purchase price of $41.9 million. These acquisitions included Stainless Pipe and Fittings Australia Pty. Ltd. (“MRC SPF”), a distributor of stainless steel piping products, and certain assets and operations of Valve Systems and Controls (“VSC”), a Houston, Texas based company specializing in valve automation.

The impact of these transactions was not material to our financial statements in each of these respective years. Accordingly, pro forma information has not been presented.

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Income Taxes (Components of Income Before Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Abstract]
United States	$ 231,434	$ 156,226	$ 50,654
Foreign	5,477	25,470	5,114
Income before income taxes	$ 236,911	$ 181,696	$ 55,768

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Employee Benefit Plans (Weighted-Average Assumptions Used to Estimate Fair Values of Stock Options) (Details)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Employee Benefit Plans [Abstract]
Risk-free interest rate	0.86%		0.90%		1.32%
Dividend yield	0.00%	[1]	0.00%	[1]	0.00%	[1]
Expected volatility	40.96%		41.87%		46.05%
Expected life (in years)	6 years 2 months 12 days		6 years 7 months 6 days		5 years

[1] The expected dividend yield reflects the restriction on our ability to pay dividends and does not anticipate “special” dividends.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2013

Acquisitions [Abstract]

Schedule of Purchase Price Allocation

	2013
	Acquisitions
Net assets acquired:
Current assets, net of cash acquired	$                 18.6
Other long-term assets	1.8
Customer base intangibles	9.7
Other intangible assets	2.3
Goodwill	24.7
Current liabilities	(9.8)
Other long-term liabilities	(0.5)
Cash consideration paid	$                 46.8

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Segment, Geographic and Product Line Information (Schedule of Financial Information for Each Segment) (Details) (USD $)	3 Months Ended									12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Sales
Consolidated sales	$ 1,344,200,000	$ 1,313,700,000	$ 1,267,800,000	$ 1,305,100,000	$ 1,306,700,000		$ 1,451,100,000	$ 1,430,400,000	$ 1,382,600,000	$ 5,230,792,000	$ 5,570,858,000		$ 4,832,423,000
Depreciation and amortization
Total depreciation and amortization expense										22,300,000	18,600,000		17,000,000
Amortization of intangibles
Total amortization of intangibles expense										52,072,000	49,466,000		50,652,000
Operating income
Total operating income										311,765,000	406,990,000		194,589,000
Interest expense										(60,685,000)	(112,519,000)		(136,844,000)
Loss on early extinguishment of debt											113,961,000
Other (income) expense										14,200,000	(1,200,000)		2,000,000
Income before income taxes										236,911,000	181,696,000		55,768,000
Goodwill
Total goodwill	632,284,000				610,392,000	[1]				632,284,000	610,392,000	[1]	561,270,000	[1]	549,384,000	[1]
Total assets
Total assets	3,335,682,000				3,369,727,000					3,335,682,000	3,369,727,000
United States [Member]
Sales
Consolidated sales										3,967,600,000	4,238,400,000		3,849,200,000
Depreciation and amortization
Total depreciation and amortization expense										13,600,000	11,200,000		11,600,000
Amortization of intangibles
Total amortization of intangibles expense										42,400,000	40,000,000		40,100,000
Operating income
Total operating income										280,100,000	358,300,000		166,500,000
Total assets
Total assets	2,732,300,000				2,732,400,000					2,732,300,000	2,732,400,000
Canada [Member]
Sales
Consolidated sales										709,400,000	765,200,000		653,600,000
Depreciation and amortization
Total depreciation and amortization expense										2,000,000	2,100,000		2,500,000
Amortization of intangibles
Total amortization of intangibles expense										2,400,000	2,500,000		4,500,000
Operating income
Total operating income										20,900,000	27,200,000		17,400,000
Goodwill
Total goodwill						[1]						[1]		[1]		[1]
Total assets
Total assets	204,700,000				249,100,000					204,700,000	249,100,000
International [Member]
Sales
Consolidated sales										553,800,000	567,200,000		329,600,000
Depreciation and amortization
Total depreciation and amortization expense										6,700,000	5,300,000		2,900,000
Amortization of intangibles
Total amortization of intangibles expense										7,300,000	7,000,000		6,100,000
Operating income
Total operating income										10,800,000	21,500,000		10,700,000
Goodwill
Total goodwill	80,307,000				73,294,000	[1]				80,307,000	73,294,000	[1]	49,223,000	[1]	39,906,000	[1]
Total assets
Total assets	$ 398,700,000				$ 388,200,000					$ 398,700,000	$ 388,200,000

[1] Net of accumulated impairment losses of $240.9 million and $69.0 million in the U.S and Canadian segments, respectively.

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Fair Value Measurements at Reporting Date Using
	Total	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
December 31, 2013
Assets:	$       4,603	$                      -	$              4,603	$                          -
Liabilities:	-	-	-	-
December 31, 2012
Assets:	$              3	$                      -	$                     3	-
Liabilities:	-	-	-	-

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 12—RELATED PARTY TRANSACTIONS

Europump Systems Inc.

Certain MRC Canada ULC employees, who are shareholders of the Company, served as executive officers of Europump Systems Inc. (“Europump”). Europump is engaged in the business of selling, servicing and renting industrial pumps. During the years ended December 31, 2013, 2012 and 2011, our purchases from Europump approximated $42.3 million, $39.3 million and $42.0 million, respectively. At December 31, 2013 and 2012, we had payables to Europump of approximately $0 and $4.9 million, respectively. During the years ended December31, 2013, 2012 and 2011, our sales to Europump approximated $2.1 million, $1.2 million and $2.5 million, respectively. At December 31, 2013 and 2012, we had receivables of approximately $0.8million and $0.2 million from Europump, respectively. We also agreed to make certain profit sharing payments to the Europump shareholders in respect of certain oilfield supply and service stores located in Western Canada. For the years ended December 31, 2013, 2012 and 2011, the expense we recognized for the aggregate profit participation for Europump was approximately $6.2 million, $7.9 million and $5.8 million, respectively.  

Leases

We lease land and buildings at various locations from Hansford Associates Limited Partnership (“Hansford Associates”), and Prideco LLC (“Prideco”), as well as certain employees. We lease equipment and vehicles from Prideco. Certain of our directors participate in ownership of Hansford Associates and Prideco. Most of these leases are renewable for various periods through 2019 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 $2.0 million, $4.3 million and $5.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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 $2.0 million, $1.4 million, $1.5 million, $1.4 million and $1.4 million for the years 2014, 2015, 2016, 2017 and 2018 and thereafter, respectively.

Cypress Energy Partners

One of our directors is the chairman, chief executive officer and president of one of our customers, Cypress Energy Partners, LP.  During 2013, we received revenue of $0.4 million from Cypress Energy Partners, LP.  Each sale was made on an arm’s-length basis at market pricing.

The Goldman Sachs Funds

Up to and until November 13, 2013, certain affiliates of The Goldman Sachs Group, Inc., including GS Capital Partners V Fund, L.P., GS Capital Partners VI Fund, L.P. and related entities, or the Goldman Sachs Funds, were the majority owners of PVF Holdings, our largest stockholder.  In March 2013, Goldman Sachs & Co. was the co-lead bookrunner on our secondary offering.  In 2012, Goldman Sachs Credit Partners L.P. (“GSCP”), an affiliate of the Goldman Sachs Funds, was a co-lead arranger and joint bookrunner under our Global ABL Facility and our Term Loan as well as the syndication agent under those facilities. In addition, Goldman Sachs Lending Partners L.L.C. is a participant in our Global ABL Credit Facility. Goldman, Sachs & Co. was the co-lead bookrunner on our initial public offering and our November 2012 secondary offering.

Payments made to affiliates of the Goldman Sachs Funds in connection with these transactions were $10.9 million, $13.2 million and $0.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Affiliates of the Goldman Sachs Funds 

From time to time, we sell products to affiliates of the Goldman Sachs Funds. The total revenues from these affiliates were $33.7 million, $23.1 million, and $12.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The total receivables due from these affiliates were $7.0 million and $5.0million as of December 31, 2013 and 2012, respectively.

In 2012, we engaged an affiliate of the Goldman Sachs Funds to provide services for treasury, accounts receivables collection software and disaster recovery systems and paid them approximately $0.6 million and $0.9 million for the years ended December 31, 2013 and 2012, respectively.