Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | USG CORP |
Entity Central Index Key | 757011 |
Document Type | 10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | FALSE |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q3 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 108,693,951 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ||||
Net sales | $925 | $828 | $2,655 | $2,409 |
Cost of products sold | 770 | 722 | 2,225 | 2,099 |
Gross profit | 155 | 106 | 430 | 310 |
Selling and administrative expenses | 80 | 74 | 229 | 224 |
Restructuring and long-lived asset impairment charges | 0 | 3 | 3 | 5 |
Operating profit | 75 | 29 | 198 | 81 |
Interest expense | 51 | 50 | 151 | 154 |
Interest income | -1 | -1 | -3 | -3 |
Loss on extinguishment of debt | 0 | 0 | 0 | 41 |
Other income, net | -1 | -1 | -2 | -2 |
Income (loss) from continuing operations before income taxes | 26 | -19 | 52 | -109 |
Income tax expense | 2 | 11 | 1 | 9 |
Income (loss) from continuing operations | 24 | -30 | 51 | -118 |
(Loss) income from discontinued operations, net of tax | -1 | 1 | -1 | 5 |
Net income (loss) | $23 | ($29) | $50 | ($113) |
Income (loss) from continuing operations per basic share | $0.23 | ($0.29) | $0.48 | ($1.11) |
Income from discontinued operations per basic share | ($0.01) | $0.01 | ($0.01) | $0.04 |
Basic income (loss) per common share | $0.22 | ($0.28) | $0.47 | ($1.07) |
Income (loss) from continuing operations per diluted share | $0.22 | ($0.29) | $0.47 | ($1.11) |
(Loss) income from discontinued operations per diluted share | ($0.01) | $0.01 | ($0.01) | $0.04 |
Diluted income (loss) per common share | $0.21 | ($0.28) | $0.46 | ($1.07) |
Average common shares | 108,608,086 | 107,380,328 | 108,486,583 | 106,128,123 |
Average diluted common shares | 111,008,421 | 107,380,328 | 111,052,333 | 106,128,123 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $23 | ($29) | $50 | ($113) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax [Abstract] | ||||
Gain (loss) on derivatives qualifying as cash flow hedges, net of tax (benefit) of $0, $0, $1, and $(2), respectively | -2 | 0 | 0 | -2 |
Less: Reclassification adjustment for loss on derivatives included in net income, net of tax (benefit) of $1, $0, $1 and $(1), respectively | 0 | -1 | 0 | -6 |
Net derivatives qualifying as cash flow hedges | -2 | 1 | 0 | 4 |
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract] | ||||
Changes in pension and postretirement benefits, net of tax (benefit) of $0, $(6), $2, and $(1), respectively | -3 | 1 | -15 | 11 |
Less: Amortization of prior service cost included in net periodic pension cost, net of tax benefit of $0, $0, $(1), and $(1) | -3 | 0 | -8 | 1 |
Net pension and postretirement benefits | 0 | 1 | -7 | 10 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] | ||||
Changes in foreign currency translation, net of tax of $0 in all periods | 5 | 16 | -12 | 20 |
Less: Translation gains realized upon complete liquidation of an investment in a foreign entity, net of tax of $0 in all periods | 0 | 0 | 0 | -1 |
Net foreign currency translation | 5 | 16 | -12 | 21 |
Other comprehensive income (loss), net of tax | 3 | 18 | -19 | 35 |
Comprehensive income (loss) | $26 | ($11) | $31 | ($78) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax Effect [Abstract] | ||||
Gain (loss) on derivatives qualifying as cash flow hedges, Tax | $0 | $0 | $1 | ($2) |
Reclassification adjustment for loss on derivatives included in net income, Tax | 1 | 0 | 1 | -1 |
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax [Abstract] | ||||
Changes in pension and postretirement benefits, Tax | 0 | -6 | 2 | -1 |
Amortization of prior service cost included in periodic pension cost, Tax | 0 | 0 | -1 | -1 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax [Abstract] | ||||
Changes in foreign currency translation, Tax | 0 | 0 | 0 | 0 |
Translation gains realized upon complete liquidation of an investment in a foreign entity, Tax | $0 | $0 | $0 | $0 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $452 | $546 |
Short-term marketable securities | 100 | 106 |
Restricted cash | 2 | 1 |
Receivables (net of reserves — $17 and $16) | 386 | 326 |
Inventories | 327 | 304 |
Income taxes receivable | 2 | 2 |
Deferred income taxes | 2 | 2 |
Other current assets | 54 | 40 |
Total current assets | 1,325 | 1,327 |
Long-term marketable securities | 38 | 25 |
Property, plant and equipment (net of accumulated depreciation and depletion — $1,817 and $1,738) | 2,085 | 2,100 |
Deferred income taxes | 40 | 38 |
Other assets | 226 | 233 |
Total assets | 3,714 | 3,723 |
Current Liabilities: | ||
Accounts payable | 271 | 286 |
Accrued expenses | 234 | 237 |
Current portion of long-term debt | 63 | 4 |
Deferred income taxes | 22 | 22 |
Income taxes payable | 3 | 2 |
Total current liabilities | 593 | 551 |
Long-term debt | 1,962 | 2,016 |
Long-term debt - related party | 290 | 289 |
Deferred income taxes | 6 | 5 |
Pension and other postretirement benefits | 531 | 573 |
Other liabilities | 260 | 270 |
Total liabilities | 3,642 | 3,704 |
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Common stock | 11 | 11 |
Treasury stock | 0 | 0 |
Additional paid-in capital | 2,604 | 2,595 |
Accumulated other comprehensive loss | -252 | -233 |
Retained earnings (accumulated deficit) | -2,317 | -2,367 |
Stockholders' equity of parent | 46 | 6 |
Noncontrolling interest | 26 | 13 |
Total stockholders' equity including noncontrolling interest | 72 | 19 |
Total liabilities and stockholders' equity | $3,714 | $3,723 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Reserves on receivables | $17 | $16 |
Accumulated depreciation and depletion | $1,817 | $1,738 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Activities | ||
Net income (loss) | $50 | ($113) |
(Loss) income from discontinued operations | -1 | 5 |
Income (loss) from continuing operations | 51 | -118 |
Adjustments to reconcile income (loss) from continuing operations to net cash: | ||
Depreciation, depletion and amortization | 115 | 116 |
Loss on extinguishment of debt | 0 | 41 |
Long-lived asset impairment charge | 0 | 1 |
Share-based compensation expense | 14 | 15 |
Deferred income taxes | -1 | 4 |
Gain on asset dispositions | -1 | -8 |
(Increase) decrease in working capital: | ||
Receivables | -57 | -33 |
Income taxes receivable | 0 | 2 |
Inventories | -24 | -11 |
Other current assets | -14 | 2 |
Payables | -14 | 17 |
Accrued expenses | -4 | 25 |
Increase in other assets | 0 | 3 |
Decrease in pension and postretirement benefits | -59 | -23 |
Decrease in other liabilities | -4 | -6 |
Other, net | 10 | 0 |
Net cash provided by operating activities - continuing operations | 12 | 27 |
Investing Activities | ||
Purchases of marketable securities | -152 | -115 |
Sales or maturities of marketable securities | 144 | 269 |
Capital expenditures | -72 | -41 |
Acquisition of mining rights | -17 | -16 |
Net proceeds from asset dispositions | 1 | 14 |
Investment in joint ventures | -5 | -14 |
Loan to joint venture | 0 | -4 |
Deposit of restricted cash | -1 | -16 |
Net cash (used for) provided by investing activities - continuing operations | -102 | 77 |
Financing Activities | ||
Issuance of debt | 7 | 248 |
Repayment of debt | -3 | -281 |
Payment of debt issuance fees | 0 | -5 |
Loans from joint venture partner | 3 | 2 |
Issuance of common stock | 3 | 1 |
Repurchases of common stock to satisfy employee tax withholding obligations | -9 | -5 |
Net cash provided by (used for) financing activities - continuing operations | 1 | -40 |
Effect of exchange rate changes on cash | -4 | 5 |
Net cash (used for) provided by operating activities - discontinued operations | -1 | 4 |
Net cash used for investing activities - discontinued operations | 0 | -1 |
Net (decrease) increase in cash and cash equivalents | -94 | 72 |
Cash and cash equivalents at beginning of period | 546 | 365 |
Cash and cash equivalents at end of period | 452 | 437 |
Supplemental Cash Flow Disclosures: | ||
Interest paid, net of capitalized interest | 137 | 146 |
Income taxes paid, net | 4 | 5 |
Amount in accounts payable for capital expenditures | $8 | $2 |
Organization_Consolidation_and
Organization, Consolidation and Presentation of Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | Organization, Consolidation and Presentation of Financial Statements |
PREPARATION OF FINANCIAL STATEMENTS | |
We prepared the accompanying unaudited consolidated financial statements of USG Corporation in accordance with applicable United States Securities and Exchange Commission, or SEC, guidelines pertaining to interim financial information. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ materially from those estimates. In the opinion of our management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our financial results for the interim periods. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the entire year. These financial statements and notes are to be read in conjunction with the financial statements and notes included in USG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which we filed with the SEC on February 15, 2013. | |
NEW ACCOUNTING PRONOUNCEMENTS ADOPTED DURING THE PERIOD | |
In February 2013, the Financial Accounting Standards Board, or FASB, issued "Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. This standard is effective prospectively for reporting periods beginning after December 15, 2012. We adopted this standard during the first quarter of 2013 and have included the required disclosure in Note 13. | |
In December 2011 and February 2013, the FASB issued an amendment to the Balance Sheet topic of the Accounting Standards Codification, or ASC, which requires entities to disclose both gross and net information about both derivatives and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of the disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. This standard is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Retrospective presentation for all comparative periods presented is required. Accordingly, we adopted this amendment during the first quarter of 2013 and have included the required disclosure in Note 8. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued Operations | Discontinued Operations | |||||||
On August 7, 2012, USG and its indirect wholly owned subsidiaries, USG Foreign Investments, Ltd. and USG (U.K.) Ltd., together the Sellers, entered into a Share and Asset Purchase Agreement, with Knauf International GmbH and Knauf AMF Ceilings Ltd., together Knauf, pursuant to which the Sellers agreed to sell to Knauf certain of their wholly owned European business operations. Those businesses included the manufacture and distribution of DONN® brand ceiling grid and SHEETROCK® brand finishing compounds principally throughout Europe, Russia and Turkey. On December 27, 2012, the sale transaction was consummated and we received net proceeds of $73 million, which resulted in a gain of $55 million, net of tax. Affiliates of Knauf are the beneficial owners of approximately 14% of USG’s outstanding shares of common stock. | ||||||||
The results of the European business operations sold to Knauf were classified as discontinued operations in our 2012 consolidated statement of operations. Because these businesses were sold on December 27, 2012, they are not included in our consolidated balance sheet as of September 30, 2013 or December 31, 2012. Sales from discontinued operations, operating profit from discontinued operations and income from discontinued operations before income taxes for the three and nine months ended September 30, 2012 were as follows: | ||||||||
(millions) | Three months ended | Nine months ended September 30, 2012 | ||||||
30-Sep-12 | ||||||||
Sales from discontinued operations | $ | 27 | $ | 83 | ||||
Operating profit from discontinued operations | 1 | 7 | ||||||
Income from discontinued operations before income taxes | 1 | 7 | ||||||
Segments
Segments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segments | Segments | |||||||||||||||
Our operations are organized into three reportable segments: North American Gypsum, Worldwide Ceilings and Building Products Distribution. As discussed in Note 2, the results of the European business operations sold to Knauf, previously included in our Worldwide Ceilings segment, are reflected as discontinued operations in the accompanying consolidated financial statements and, as such, are not included in these tables. Segment results for our continuing operations were as follows: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net Sales: | ||||||||||||||||
North American Gypsum | $ | 577 | $ | 496 | $ | 1,659 | $ | 1,455 | ||||||||
Worldwide Ceilings | 159 | 155 | 471 | 459 | ||||||||||||
Building Products Distribution | 331 | 300 | 931 | 863 | ||||||||||||
Eliminations | (142 | ) | (123 | ) | (406 | ) | (368 | ) | ||||||||
Total | $ | 925 | $ | 828 | $ | 2,655 | $ | 2,409 | ||||||||
Operating Profit (Loss): | ||||||||||||||||
North American Gypsum | $ | 76 | $ | 35 | $ | 189 | $ | 98 | ||||||||
Worldwide Ceilings | 22 | 24 | 75 | 69 | ||||||||||||
Building Products Distribution | 3 | (10 | ) | 2 | (23 | ) | ||||||||||
Corporate | (25 | ) | (18 | ) | (62 | ) | (57 | ) | ||||||||
Eliminations | (1 | ) | (2 | ) | (6 | ) | (6 | ) | ||||||||
Total | $ | 75 | $ | 29 | $ | 198 | $ | 81 | ||||||||
Restructuring and long-lived asset impairment charges by segment were as follows: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
North American Gypsum | $ | 1 | $ | 1 | $ | 3 | $ | 4 | ||||||||
Worldwide Ceilings | — | — | — | 1 | ||||||||||||
Building Products Distribution | (1 | ) | 2 | (1 | ) | — | ||||||||||
Corporate | — | — | 1 | — | ||||||||||||
Total | $ | — | $ | 3 | $ | 3 | $ | 5 | ||||||||
See Note 16 for information related to the restructuring reserve as of September 30, 2013 and restructuring and long-lived asset impairment charges for the three and nine months ended September 30, 2013 and 2012. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Earnings (Loss) Per Share | Earnings (Loss) Per Share | |||||||||||||||
Basic earnings (loss) per share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding plus the dilutive effect, if any, of restricted stock units, or RSUs, market share units, or MSUs, performance shares, the potential exercise of outstanding stock options, deferred shares associated with our deferred compensation program for non-employee directors and the potential conversion of our $400 million of 10% convertible senior notes due 2018. The reconciliation of basic earnings (loss) per share to diluted earnings (loss) per share is shown in the following table. | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions, except per-share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Income (loss) from continuing operations | $ | 24 | $ | (30 | ) | $ | 51 | $ | (118 | ) | ||||||
(Loss) income from discontinued operations | (1 | ) | 1 | (1 | ) | 5 | ||||||||||
Net income (loss) | $ | 23 | $ | (29 | ) | $ | 50 | $ | (113 | ) | ||||||
Average common shares | 108.6 | 107.4 | 108.5 | 106.1 | ||||||||||||
Dilutive RSUs, MSUs, performance shares and stock options | 2.4 | — | 2.6 | — | ||||||||||||
Average diluted common shares | 111 | 107.4 | 111.1 | 106.1 | ||||||||||||
Basic earnings (loss) per average common share: | ||||||||||||||||
Income (loss) from continuing operations | $ | 0.23 | $ | (0.29 | ) | $ | 0.48 | $ | (1.11 | ) | ||||||
(Loss) income from discontinued operations | (0.01 | ) | 0.01 | (0.01 | ) | 0.04 | ||||||||||
Net income (loss) | $ | 0.22 | $ | (0.28 | ) | $ | 0.47 | $ | (1.07 | ) | ||||||
Diluted earnings (loss) per average common share: | ||||||||||||||||
Income (loss) from continuing operations | $ | 0.22 | $ | (0.29 | ) | $ | 0.47 | $ | (1.11 | ) | ||||||
(Loss) income from discontinued operations | (0.01 | ) | 0.01 | (0.01 | ) | 0.04 | ||||||||||
Net income (loss) | $ | 0.21 | $ | (0.28 | ) | $ | 0.46 | $ | (1.07 | ) | ||||||
The diluted earnings (loss) per share for the three months and nine months ended September 30, 2013 and 2012 was computed using the weighted average number of common shares outstanding during those periods. The approximately 35.1 million shares issuable upon conversion of our $400 million of 10% convertible senior notes due 2018 at the initial conversion price of $11.40 per share were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion would be anti-dilutive. Stock options, RSUs, MSUs and performance shares that were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion would be anti-dilutive were as follows: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions, common shares) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock options, RSUs, MSUs and performance shares | 2 | 7.9 | 2.2 | 8 | ||||||||||||
Marketable_Securities
Marketable Securities | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Marketable Securities | Marketable Securities | |||||||||||||||
Marketable securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive loss on our consolidated balance sheets. Proceeds received from sales and maturities of marketable securities were $144 million for the nine months ended September 30, 2013. Our investments in marketable securities consisted of the following: | ||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||
(millions) | Amortized | Fair | Amortized | Fair | ||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Corporate debt securities | $ | 88 | $ | 88 | $ | 82 | $ | 82 | ||||||||
U.S. government and agency debt securities | 11 | 11 | 16 | 16 | ||||||||||||
Non-U.S. government debt securities | — | — | 1 | 1 | ||||||||||||
Asset-backed debt securities | 14 | 14 | 6 | 6 | ||||||||||||
Certificates of deposit | 17 | 17 | 16 | 16 | ||||||||||||
Municipal debt securities | 8 | 8 | 10 | 10 | ||||||||||||
Total marketable securities | $ | 138 | $ | 138 | $ | 131 | $ | 131 | ||||||||
The realized and unrealized gains and losses for the three months and nine months ended September 30, 2013 and 2012 and the year ended December 31, 2012 were immaterial. Cost basis for securities sold are determined on a first-in-first-out basis. | ||||||||||||||||
Contractual maturities of marketable securities as of September 30, 2013 were as follows: | ||||||||||||||||
(millions) | Amortized | Fair | ||||||||||||||
Cost | Value | |||||||||||||||
Due in 1 year or less | $ | 100 | $ | 100 | ||||||||||||
Due in 1-5 years | 38 | 38 | ||||||||||||||
Total marketable securities | $ | 138 | $ | 138 | ||||||||||||
Actual maturities may differ from the contractual maturities because issuers of the securities may have the right to prepay them. |
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||||||||||||
Intangible assets are included in other assets on our consolidated balance sheets. Intangible assets with definite lives are amortized. These assets are summarized as follows: | ||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(millions) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Intangible Assets with Definite Lives: | ||||||||||||||||||||||||
Customer relationships | $ | 70 | $ | (46 | ) | $ | 24 | $ | 70 | $ | (41 | ) | $ | 29 | ||||||||||
Other | 9 | (7 | ) | 2 | 9 | (6 | ) | 3 | ||||||||||||||||
Total | $ | 79 | $ | (53 | ) | $ | 26 | $ | 79 | $ | (47 | ) | $ | 32 | ||||||||||
Total amortization expense was $2 million and $6 million for the three and nine months ended September 30, 2013 and 2012, respectively. Estimated amortization expense for the remainder of 2013 and for future years is as follows: | ||||||||||||||||||||||||
(millions) | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | ||||||||||||||||||
Estimated future amortization expense | $ | 2 | $ | 7 | $ | 7 | $ | 7 | $ | 2 | $ | 1 | ||||||||||||
Intangible assets with indefinite lives are not amortized. These assets are summarized as follows: | ||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(millions) | Gross | Impairment Charges | Net | Gross | Impairment Charges | Net | ||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Intangible Assets with Indefinite Lives: | ||||||||||||||||||||||||
Trade names | $ | 22 | $ | — | $ | 22 | $ | 22 | $ | — | $ | 22 | ||||||||||||
Other | 8 | — | 8 | 8 | — | 8 | ||||||||||||||||||
Total | $ | 30 | $ | — | $ | 30 | $ | 30 | $ | — | $ | 30 | ||||||||||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Total debt, including the current portion of long-term debt, consisted of the following: | ||||||||
(millions) | September 30, | December 31, | ||||||
2013 | 2012 | |||||||
6.3% senior notes due 2016 | $ | 500 | $ | 500 | ||||
7.75% senior notes due 2018, net of discount | 500 | 499 | ||||||
7.875% senior notes due 2020, net of discount | 249 | 248 | ||||||
8.375% senior notes due 2018 | 350 | 350 | ||||||
9.75% senior notes due 2014, net of discount | 59 | 59 | ||||||
10% convertible senior notes due 2018, net of discount | 386 | 385 | ||||||
Ship mortgage facility (includes $4 million of current portion of long-term debt) | 25 | 29 | ||||||
Credit facilities of Oman joint ventures | 7 | — | ||||||
Industrial revenue bonds (due 2028 through 2034) | 239 | 239 | ||||||
Total | $ | 2,315 | $ | 2,309 | ||||
U.S. Credit Facility: Our U.S. credit facility contains a single financial covenant that would require us to maintain a minimum fixed charge coverage ratio of no less than 1.1-to-1.0 if and for so long as the excess of the borrowing base over the outstanding borrowings under the credit agreement is less than the greater of (a) $40 million and (b) 15% of the lesser of (i) the aggregate revolving commitments at such time and (ii) the borrowing base at such time. As of September 30, 2013, our fixed charge coverage ratio was 0.97-to-1.0. Because we do not currently satisfy the required fixed charge coverage ratio, we must maintain borrowing availability of at least $52 million under the credit facility. Taking into account the most recent borrowing base calculation delivered under the credit facility, which reflects trade receivables and inventory as of September 30, 2013, outstanding letters of credit of $78 million as of September 30, 2013 and the current borrowing availability requirement of $52 million, borrowings available under the credit facility were approximately $216 million. As of September 30, 2013 and during the quarter then-ended, there were no borrowings under the facility. | ||||||||
CGC Credit Facility: As of September 30, 2013 and during the quarter then-ended, there were no borrowings outstanding under our Canadian credit agreement. The U.S. dollar equivalent of borrowings available under this agreement as of September 30, 2013 was $38 million. | ||||||||
Oman Credit Facilities: In June 2013, our joint ventures in Oman, which are fully consolidated, each entered into separate secured credit agreements, which are guaranteed by us and our joint venture partner. The credit agreement for Zawawi Gypsum LLC, or ZGL, which matures in 2020, provides for term loans not to exceed $10 million and overdraft and letter of credit facilities of approximately $3 million in the aggregate. The credit agreement for USG-Zawawi Drywall LLC, or ZDL, which matures in 2022, provides for term loans not to exceed $26 million and overdraft and letter of credit facilities of $5 million in the aggregate. Each credit agreement is secured by a general security interest in the applicable joint venture's assets. Loans under the credit agreements may be made in Omani Rial or U.S. dollars. Loans made in Omani Rial bear interest at 4% and loans made in U.S. dollars bear interest at a floating rate based on the London Interbank Offering Rate, or LIBOR, plus 3.5%. Loans may be repaid at any time, subject to a prepayment penalty if repaid within the first two years, for ZGL, or three years, for ZDL. As of September 30, 2013, there was $7 million in outstanding term loan borrowings under the ZGL credit agreement with an average effective interest rate of 3.8% and no term loan borrowings under the ZDL credit agreement. | ||||||||
The credit agreements for each of the foregoing credit facilities contain customary covenants that may limit us or our joint ventures from taking certain actions. Borrowings under these credit agreements are subject to acceleration upon the occurrence of an event of default. | ||||||||
The fair value of our debt was approximately $3.093 billion as of September 30, 2013 and December 31, 2012. The fair value was based on quoted market prices of our debt or, where quoted market prices were not available, on quoted market prices of instruments with similar terms and maturities or internal valuation models and as a result are classified as Level 2. See Note 9 for further discussion on fair value measurements and classifications. | ||||||||
As of September 30, 2013, we were in compliance with the covenants contained in our credit facilities. | ||||||||
See Note 19 for a discussion of certain debt financing related to our October 2013 announcement of the USG Boral Joint Venture (as defined below). |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||
Derivative Instruments | Derivative Instruments | |||||||||||||||||
We use derivative instruments to manage selected commodity price and foreign currency exposures as described below. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond two years. Cash flows from derivative instruments are included in net cash provided by operating activities in the consolidated statements of cash flows. | ||||||||||||||||||
COMMODITY DERIVATIVE INSTRUMENTS | ||||||||||||||||||
As of September 30, 2013, we had 14 million mmBTUs (millions of British Thermal Units) in aggregate notional amount of outstanding natural gas swap and option contracts to hedge forecasted purchases. All of these contracts mature by December 31, 2014. For contracts designated as cash flow hedges, the unrealized loss that remained in accumulated other comprehensive income (loss), or AOCI, as of September 30, 2013 was $1 million. No ineffectiveness was recorded on contracts designated as cash flow hedges in the first nine months of 2013. Gains and losses on contracts designated as cash flow hedges are reclassified into earnings when the underlying forecasted transactions affect earnings. For contracts designated as cash flow hedges, we reassess the probability of the underlying forecasted transactions occurring on a quarterly basis. Changes in fair value on contracts not designated as cash flow hedges are recorded to earnings. The fair value of those contracts not designated as cash flow hedges was an immaterial unrealized gain as of September 30, 2013. | ||||||||||||||||||
FOREIGN EXCHANGE DERIVATIVE INSTRUMENTS | ||||||||||||||||||
We have foreign exchange forward contracts to hedge forecasted purchases of products and services denominated in foreign currencies. The notional amount of these contracts was $57 million as of September 30, 2013, and they mature by December 31, 2014. These forward contracts are designated as cash flow hedges and no ineffectiveness was recorded in the first nine months of 2013. Gains and losses on the contracts are reclassified into earnings when the underlying transactions affect earnings. The fair value of these contracts that remained in AOCI was an immaterial unrealized gain as of September 30, 2013. | ||||||||||||||||||
COUNTERPARTY RISK, MASTER NETTING ARRANGEMENTS AND BALANCE SHEET OFFSETTING | ||||||||||||||||||
We are exposed to credit losses in the event of nonperformance by the counterparties to our derivative instruments. As of September 30, 2013, our derivatives were in an immaterial net asset position. All of our counterparties have investment grade credit ratings; accordingly, we anticipate that they will be able to fully satisfy their obligations under the contracts. | ||||||||||||||||||
Our derivative contracts are governed by master netting agreements negotiated between us and the counterparties that reduce our counterparty credit exposure. The agreements outline the conditions (such as credit ratings and net derivative fair values) upon which we, or the counterparties, are required to post collateral. As of September 30, 2013, the amount of collateral posted was immaterial. As of December 31, 2012, as required by certain terms of our agreements, we had $1 million of collateral provided to our counterparties related to our derivatives. Amounts paid as cash collateral are included in receivables on our consolidated balance sheets. | ||||||||||||||||||
We have not adopted an accounting policy to offset fair value amounts related to derivative contracts under our master netting arrangements; therefore, individual derivative contracts are reflected on a gross basis, as either assets or liabilities, on our consolidated balance sheets, based on their fair value as of the balance sheet date. | ||||||||||||||||||
FINANCIAL STATEMENT INFORMATION | ||||||||||||||||||
The following are the pretax effects of derivative instruments on the consolidated statements of operations for the three months ended September 30, 2013 and 2012. | ||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified from | ||||||||||||||||
Recognized in | Reclassified from | AOCI into Income | ||||||||||||||||
Other Comprehensive Income on Derivatives (Effective Portion) | AOCI into Income | (Effective Portion) | ||||||||||||||||
(Effective Portion) | ||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | $ | (1 | ) | $ | 1 | Cost of products sold | $ | — | $ | (3 | ) | |||||||
Foreign exchange contracts | (1 | ) | — | Cost of products sold | 1 | 1 | ||||||||||||
Derivatives in Net Investment Hedging Relationships | ||||||||||||||||||
Foreign exchange contracts | — | (1 | ) | Other income, net | — | — | ||||||||||||
Total | $ | (2 | ) | $ | — | $ | 1 | $ | (2 | ) | ||||||||
Location of Gain or (Loss) | Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||
Recognized in Income | on Derivatives | |||||||||||||||||
on Derivatives | ||||||||||||||||||
(millions) | 2013 | 2012 | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Cost of products sold | $ | — | $ | — | |||||||||||||
Foreign exchange contracts | Other income, net | — | 1 | |||||||||||||||
Total | $ | — | $ | 1 | ||||||||||||||
The following are the pretax effects of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 2013 and 2012. | ||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified from | ||||||||||||||||
Recognized in | Reclassified from | AOCI into Income | ||||||||||||||||
Other Comprehensive Income on Derivatives (Effective Portion) | AOCI into Income | (Effective Portion) | ||||||||||||||||
(Effective Portion) | ||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | $ | (1 | ) | $ | (2 | ) | Cost of products sold | $ | (1 | ) | $ | (8 | ) | |||||
Foreign exchange contracts | 2 | (1 | ) | Cost of products sold | 2 | 1 | ||||||||||||
Derivatives in Net Investment Hedging Relationships | ||||||||||||||||||
Foreign exchange contracts | — | (1 | ) | Other income, net | — | — | ||||||||||||
Total | $ | 1 | $ | (4 | ) | $ | 1 | $ | (7 | ) | ||||||||
Location of Gain or (Loss) | Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||
Recognized in Income | on Derivatives | |||||||||||||||||
on Derivatives | ||||||||||||||||||
(millions) | 2013 | 2012 | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Cost of products sold | $ | 1 | $ | — | |||||||||||||
Foreign exchange contracts | Other income, net | — | — | |||||||||||||||
Total | $ | 1 | $ | — | ||||||||||||||
The following are the fair values of derivative instruments and the location on our consolidated balance sheets as of September 30, 2013 and December 31, 2012. | ||||||||||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||
Location | Location | |||||||||||||||||
(millions) | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | Other current assets | $ | 1 | $ | 1 | Accrued expenses | $ | 2 | $ | 2 | ||||||||
Commodity contracts | Other assets | 1 | — | Other liabilities | — | — | ||||||||||||
Foreign exchange contracts | Other current assets | 1 | 1 | Accrued expenses | 1 | — | ||||||||||||
Total derivatives in hedging relationships | $ | 3 | $ | 2 | $ | 3 | $ | 2 | ||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Other current assets | $ | — | $ | 1 | Accrued expenses | $ | — | $ | — | ||||||||
Total derivatives not designated as hedging instruments | $ | — | $ | 1 | $ | — | $ | — | ||||||||||
Total derivatives | Total assets | $ | 3 | $ | 3 | Total liabilities | $ | 3 | $ | 2 | ||||||||
As of September 30, 2013, we had no derivatives designated as fair value hedges or net investment hedges. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||||||
Certain assets and liabilities are required to be recorded at fair value. There are three levels of inputs that may be used to measure fair value. Level 1 is defined as quoted prices for identical assets and liabilities in active markets. Level 2 is defined as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 is defined as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement. | ||||||||||||||||||||||||||||||||
The cash equivalents shown in the table below primarily consist of money market funds that are valued based on quoted prices in active markets and as a result are classified as Level 1. We use quoted prices, other readily observable market data and internally developed valuation models when valuing our derivatives and marketable securities and have classified them as Level 2. Derivatives are valued using the income approach including discounted-cash-flow models or a Black-Scholes option pricing model and readily observable market data. The inputs for the valuation models are obtained from data providers and include end-of-period spot and forward natural gas prices, foreign currency exchange rates, natural gas price volatility and LIBOR and swap rates for discounting the cash flows implied from the derivative contracts. Marketable securities are valued using income and market value approaches and values are based on quoted prices or other observable market inputs received from data providers. The valuation process may include pricing matrices, or prices based upon yields, credit spreads or prices of securities of comparable quality, coupon, maturity and type. | ||||||||||||||||||||||||||||||||
Our assets and liabilities measured at fair value on a recurring basis were as follows: | ||||||||||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||||||||||||||||||||
Assets | (Level 2) | |||||||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||||||
(millions) | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | ||||||||||||||||||||||||
Cash equivalents | $ | 209 | $ | 284 | $ | 26 | $ | 46 | $ | — | $ | — | $ | 235 | $ | 330 | ||||||||||||||||
Marketable securities: | ||||||||||||||||||||||||||||||||
Corporate debt securities | — | — | 88 | 82 | — | — | 88 | 82 | ||||||||||||||||||||||||
U.S. government and agency debt securities | — | — | 11 | 16 | — | — | 11 | 16 | ||||||||||||||||||||||||
Non-U.S. government debt securities | — | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||
Asset-backed debt securities | — | — | 14 | 6 | — | — | 14 | 6 | ||||||||||||||||||||||||
Certificates of deposit | — | — | 17 | 16 | — | — | 17 | 16 | ||||||||||||||||||||||||
Municipal debt securities | — | — | 8 | 10 | — | — | 8 | 10 | ||||||||||||||||||||||||
Derivative assets | — | — | 3 | 3 | — | — | 3 | 3 | ||||||||||||||||||||||||
Derivative liabilities | — | — | (3 | ) | (2 | ) | — | — | (3 | ) | (2 | ) | ||||||||||||||||||||
During the second quarter of 2012, we reviewed our property, plant and equipment for potential impairment by comparing the carrying values of those assets with their estimated future undiscounted cash flows for their remaining useful lives and determined that impairment existed for machinery and equipment for a previously idled production line. We measured the fair value of that machinery and equipment as of June 30, 2012 using measurements classified as Level 3. As a result, as included in Note 16, we recorded long-lived asset impairment charges of $1 million that are included in restructuring and long-lived asset impairment charges in the consolidated statement of operations for the nine months ended September 30, 2012. |
Employee_Retirement_Plans
Employee Retirement Plans | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Employee Retirement Plans | Employee Retirement Plans | |||||||||||||||
The components of net pension and postretirement benefits costs are summarized in the following table: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Pension: | ||||||||||||||||
Service cost of benefits earned | $ | 10 | $ | 8 | $ | 29 | $ | 23 | ||||||||
Interest cost on projected benefit obligation | 16 | 16 | 47 | 48 | ||||||||||||
Expected return on plan assets | (19 | ) | (18 | ) | (57 | ) | (52 | ) | ||||||||
Net amortization | 11 | 9 | 34 | 26 | ||||||||||||
Net pension cost | $ | 18 | $ | 15 | $ | 53 | $ | 45 | ||||||||
Postretirement: | ||||||||||||||||
Service cost of benefits earned | $ | 1 | $ | 1 | $ | 3 | $ | 3 | ||||||||
Interest cost on projected benefit obligation | 2 | 2 | 5 | 6 | ||||||||||||
Net amortization | (9 | ) | (9 | ) | (26 | ) | (27 | ) | ||||||||
Net postretirement cost | $ | (6 | ) | $ | (6 | ) | $ | (18 | ) | $ | (18 | ) | ||||
We expect contributions to our pension plans in 2013 to be approximately $72 million. During the first nine months of 2013, we made cash contributions of $50 million to the USG Corporation Retirement Plan Trust, $15 million to our pension plan in Canada and $6 million, in aggregate, to certain other domestic and foreign pension plans. | ||||||||||||||||
In September 2013, we communicated to certain terminated vested participants in our USG Corporation Retirement Plan an option to receive a lump sum payment for their accrued benefits. The option commenced on October 1, 2013 and expires on November 15, 2013. For participants who elect this option, payments would be made in December 2013 and we expect to incur a settlement charge at that time, which would be calculated based upon prevailing discount rates at the settlement date, December 1, 2013. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation |
During the first nine months of 2013, we granted share-based compensation to eligible participants under our Long-Term Incentive Plan. We recognize expense on all share-based grants over the service period, which is the shorter of the period until the employees’ retirement eligibility dates and the service period of the award for awards expected to vest. Expense is generally reduced for estimated forfeitures. | |
MARKET SHARE UNITS | |
We granted 361,308 market share units, or MSUs, during the first nine months of 2013. Generally, half of the MSUs vest after a two-year period and the other half after a three-year period, in each case, based on our actual stock price performance during such periods. The number of MSUs earned will vary from zero to 150% of the number of MSUs awarded depending on the actual performance of our stock price. In the case of termination of employment due to death, disability or retirement during the performance period, vesting will be pro-rated based on the number of full months employed in 2013. Awards earned will be issued at the end of the two-year and three-year periods. MSUs may vest earlier in the case of a change in control. Each MSU earned will be settled in common stock. | |
We estimated the fair value of each MSU granted on the date of grant using a Monte Carlo simulation that used the assumptions noted below. The MSUs granted during the first nine months of 2013 had a weighted average fair value of $34.55. Volatility was based on stock price history immediately prior to grant for a period commensurate with the remaining life of the plan. The risk-free rate was based on zero coupon U.S. government issues at the time of grant. The expected term represents the period from the valuation date to the end of the performance period. | |
The weighted-average assumptions used in the valuations were as follows: expected volatility of 60.97%, risk-free rate of 0.35%, expected term (in years) of 2.38 and expected dividends of zero. | |
RESTRICTED STOCK UNITS | |
We granted restricted stock units, or RSUs, with respect to 24,500 shares of common stock during the first nine months of 2013 that vest four years from the date of grant. RSUs granted as special retention awards generally vest after a specified number of years from the date of grant or at a specified date, and RSUs granted with performance goals vest if those goals are attained. Generally, RSUs may vest earlier in the case of death, disability, retirement or a change in control. Each RSU is settled in a share of our common stock after the vesting period. The fair value of each RSU granted is equal to the closing price of our common stock on the date of grant. The RSUs granted during the first nine months of 2013 had a weighted average fair value of $29.89. | |
PERFORMANCE SHARES | |
We granted 104,543 performance shares during the first nine months of 2013. The performance shares generally vest after a three-year period based on our total stockholder return relative to the performance of the Dow Jones U.S. Construction and Materials Index, with adjustments to that index in certain circumstances, for the three-year period. The number of performance shares earned will vary from zero to 200% of the number of performance shares awarded depending on that relative performance. Vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, retirement or a change-in-control, and pro-rated awards earned will be issued at the end of the three-year period. Each performance share earned will be settled in common stock. | |
We estimated the fair value of each performance share granted on the date of grant using a Monte Carlo simulation that used the assumptions noted below. The performance shares granted during the first nine months of 2013 had a weighted average fair value of $38.89. Expected volatility was based on implied volatility of our traded options and the daily historical volatilities of our peer group. The risk-free rate was based on zero coupon U.S. government issues at the time of grant. The expected term represents the period from the valuation date to the end of the performance period. | |
The weighted average assumptions used in the valuations were as follows: expected volatility of 59.98%, risk-free rate of 0.43%, expected term (in years) of 2.88 and expected dividends of zero. |
Supplemental_Balance_Sheet_Inf
Supplemental Balance Sheet Information | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information | |||||||
INVENTORIES | ||||||||
Total inventories consisted of the following: | ||||||||
(millions) | 30-Sep-13 | 31-Dec-12 | ||||||
Finished goods and work in progress | $ | 266 | $ | 245 | ||||
Raw materials | 61 | 59 | ||||||
Total | $ | 327 | $ | 304 | ||||
ASSET RETIREMENT OBLIGATIONS | ||||||||
Changes in the liability for asset retirement obligations consisted of the following: | ||||||||
Nine months ended September 30, | ||||||||
(millions) | 2013 | 2012 | ||||||
Balance as of January 1 | $ | 139 | $ | 114 | ||||
Accretion expense | 5 | 5 | ||||||
Liabilities incurred | 2 | — | ||||||
Changes in estimated cash flows | (11 | ) | (1 | ) | ||||
Liabilities settled | (1 | ) | (1 | ) | ||||
Foreign currency translation | (2 | ) | 1 | |||||
Balance as of September 30 | $ | 132 | $ | 118 | ||||
ACCRUED INTEREST | ||||||||
Interest accrued on our debt as of September 30, 2013 and December 31, 2012 was $54 million and $47 million, respectively, and is included in accrued expenses on our consolidated balance sheets. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||
Accumulated other comprehensive income (loss) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||
Changes in the balances of each component of AOCI for the nine months ended September 30, 2013 and 2012 are summarized in the following table: | ||||||||||||||||||||||||||||||||
Derivatives | Defined Benefit Plans | Foreign | AOCI | |||||||||||||||||||||||||||||
Currency Translation | ||||||||||||||||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Balance as of January 1 | $ | 32 | $ | 28 | $ | (303 | ) | $ | (221 | ) | $ | 38 | $ | 19 | $ | (233 | ) | $ | (174 | ) | ||||||||||||
Other comprehensive income (loss) before reclassifications, net of tax | — | (2 | ) | (15 | ) | 11 | (12 | ) | 20 | (27 | ) | 29 | ||||||||||||||||||||
Less: Amounts reclassified from AOCI, net of tax (a) | — | (6 | ) | (8 | ) | 1 | — | (1 | ) | (8 | ) | (6 | ) | |||||||||||||||||||
Net other comprehensive income (loss) | — | 4 | (7 | ) | 10 | (12 | ) | 21 | (19 | ) | 35 | |||||||||||||||||||||
Balance as of September 30 | $ | 32 | $ | 32 | $ | (310 | ) | $ | (211 | ) | $ | 26 | $ | 40 | $ | (252 | ) | $ | (139 | ) | ||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||||||
30-Sep-13 | 30-Sep-13 | |||||||||||||||||||||||||||||||
(a) | Derivatives | |||||||||||||||||||||||||||||||
Net reclassification from AOCI for cash flow hedges included in cost of products sold | $ | (1 | ) | $ | (1 | ) | ||||||||||||||||||||||||||
Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 1 | 1 | ||||||||||||||||||||||||||||||
Net amount reclassified from AOCI | $ | — | $ | — | ||||||||||||||||||||||||||||
Defined Benefit Plans | ||||||||||||||||||||||||||||||||
Net reclassification from AOCI for amortization of prior service cost included in cost of products sold | $ | 2 | $ | 7 | ||||||||||||||||||||||||||||
Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses | 1 | 2 | ||||||||||||||||||||||||||||||
Income tax benefit on reclassification from AOCI included in income tax expense (benefit) | — | (1 | ) | |||||||||||||||||||||||||||||
Net amount reclassified from AOCI | $ | 3 | $ | 8 | ||||||||||||||||||||||||||||
We estimate that we will reclassify $31 million of residual taxes related to prior period losses on derivatives from AOCI to earnings, as income tax benefit, within the next 12 months. |
Oman_Investment
Oman Investment | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Oman Investment | Oman Investment |
In June of 2012, we entered into a strategic partnership with the Zawawi Group in Oman to establish a mining operation by acquiring 55% of Zawawi Gypsum LLC, or ZGL, which holds the mining rights to a gypsum quarry in Salalah, Oman, for $16 million, including transaction costs. ZGL will develop infrastructure and operate the quarry. Quarry mining operations commenced in October 2013. | |
The second phase of the partnership is a 50/50 manufacturing venture, USG-Zawawi Drywall LLC, or ZDL, with Zawawi Minerals LLC to build and operate a low cost wallboard plant in Oman. The plant site is in close proximity to the gypsum quarry and port facilities, facilitating access to markets in India and the Middle East. We expect to commence wallboard production operations in the third quarter of 2014. | |
We accounted for the acquisition of the mining rights as an asset acquisition and measured our interest in the mining rights at our cost. The mining rights will be depleted based upon tonnage mined relative to the total probable capacity in the quarry, and are presented within total property, plant and equipment in our consolidated balance sheets. | |
We determined that both entities are variable interest entities (VIEs). We believe that we direct the activities that most significantly impact the VIEs through our appointment of the general manager, who oversees both ventures and whose responsibilities include developing infrastructure, operating the quarry and directing the entity's product development and pricing strategies. As such, we consolidate the VIEs and, in June 2012, in conjunction with the acquisition of the mining rights, we established a 45% noncontrolling interest of $13 million within stockholders' equity based upon the fair value of the mining rights, with a corresponding increase to the mining rights. There was no gain or loss recognized upon the initial consolidation of the mining VIE. | |
In January of 2013, under our strategic partnership agreement, we paid an additional $17 million to obtain additional mining rights. Concurrently, our joint venture partner who holds the noncontrolling interest contributed its share of the mining rights. Based upon the fair value of the mining rights, the noncontrolling interest within stockholders' equity increased by $13 million and the mining rights, reflected within property, plant and equipment, increased by $30 million. | |
During the first nine months of 2013, our joint venture partner provided loans of approximately $3 million to ZDL, which are included in other liabilities in our accompanying consolidated balance sheet as of September 30, 2013. Including these loans, other liabilities includes, in the aggregate, loans payable to our joint venture partner of approximately $7.5 million and $4 million as of September 30, 2013 and December 31, 2012, respectively. | |
During the first nine months of 2013, we provided loans of approximately $3 million to ZDL. Including these loans, we have provided $5 million of loans to ZDL and $3 million of loans to ZGL. Loans we make to these ventures are not reflected on our accompanying consolidated balance sheets because they are eliminated in consolidation. | |
See Note 7 for a description of the credit facilities entered into by our joint ventures in Oman in June 2013. | |
See Note 19 for a description of certain joint venture agreements we entered into in October 2013 in connection with our planned establishment of the USG Boral Joint Venture. As part of the consideration for the USG Boral Joint Venture transaction, we would contribute to the USG Boral Joint Venture our investment in our Oman joint ventures. |
Stockholder_Rights_Plan
Stockholder Rights Plan | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | |
Stockholder Rights Plan | Stockholder Rights Plan and Protective Amendment |
We have a stockholder rights plan, or the Rights Plan, established under the terms of a rights agreement dated December 21, 2006, as amended, with Computershare Trust Company N.A., as Rights Agent, or the Rights Agreement. Our board of directors adopted the Rights Plan to protect our stockholders from coercive takeover practices or takeover bids that are inconsistent with their best interests. | |
On March 22, 2013, our board of directors approved an amendment to the Rights Agreement in an effort to protect our net operating loss, or NOL, carryforwards during the effective period of the amendment. Under this amendment, if any person becomes the beneficial owner of 4.9% or more of our common stock, stockholders other than the 4.9% triggering stockholder will have the right to purchase additional shares of our common stock at half the market price, thereby diluting the triggering stockholder; provided that stockholders whose beneficial ownership exceeded 4.9% of our common stock outstanding on March 22, 2013 will not be deemed to have triggered the Rights Agreement, as amended, so long as they do not thereafter acquire additional common stock other than in certain specified exempt transactions. In addition, a person generally will not be deemed to have triggered the Rights Agreement, as amended, by virtue of the conversion of our convertible notes. | |
The amendment to the Rights Agreement is effective until the earlier of (i) March 22, 2016, (ii) the date on which our board of directors determines that the amendment is no longer necessary for the provision of certain tax benefits because of the repeal of Section 382 of the Internal Revenue Code, or Code, (iii) the first day of a taxable year as to which our board of directors determines that no tax benefits may be carried forward, or (iv) such other date as our board of directors determines that the amendment is no longer necessary for the preservation of tax benefits. Upon expiration of the amendment to the Rights Agreement, the triggering threshold level under the Rights Plan will revert to the 15% level in effect prior to the amendment, unless our board of directors determines otherwise. Our stockholders ratified, on an advisory basis, the amendment to the Rights Agreement at our 2013 annual meeting of stockholders. | |
Prior to the adoption of the amendments to the Rights Agreement described above, under the Rights Plan, if any person or group were to acquire beneficial ownership of 15% or more of our then-outstanding voting stock, stockholders other than the 15% triggering stockholder would have had the right to purchase additional shares of our common stock at half the market price, thereby diluting the triggering stockholder. The Rights Agreement also provides that Berkshire Hathaway (and certain of its affiliates) will not trigger the rights unless Berkshire Hathaway and its affiliates acquire beneficial ownership of more than 50% of our voting stock on a fully diluted basis. | |
The rights issued pursuant to the Rights Agreement will expire on January 2, 2017. However, our board of directors has the power to accelerate or extend the expiration date of the rights. In addition, a board committee composed solely of independent directors reviews the Rights Agreement at least once every three years to determine whether to modify the Rights Plan in light of all relevant factors. This review was most recently conducted in November 2012. The next review is required by the end of 2015. | |
On May 9, 2013, we filed an amendment to our Restated Certificate of Incorporation, or the Protective Amendment, that restricts certain transfers of our common stock. The Protective Amendment is intended to protect the tax benefits of our NOL carryforwards. See Note 17 for a description of our NOL carryforwards. Subject to certain limited exceptions, the Protective Amendment's transfer restrictions would restrict any person from transferring our common stock (or any interest in our common stock) if the transfer would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a “group” under Section 382 of the Code) owning 4.9% or more of our common stock. Any direct or indirect transfer attempted in violation of the Protective Amendment would be void as of the date of the prohibited transfer as to the purported transferee, and the purported transferee would not be recognized as the owner of the shares attempted to be owned in violation of the Protective Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of that common stock, or in the case of options, receiving our common stock in respect of their exercise. The Protective Amendment is effective until the earlier of (i) May 9, 2016, (ii) the repeal of Section 382 of the Code if our board of directors determines that the Protective Amendment is no longer necessary for the preservation of tax benefits, (iii) the first day of a taxable year as to which our board of directors determines that no tax benefits may be carried forward, or (iv) such other date as determined by our board of directors pursuant to the Protective Amendment. |
Restructuring_Charges
Restructuring Charges | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring Charges | Restructuring and Long-Lived Asset Impairment Charges | |||||||||||||||
We recorded the following restructuring and long-lived asset impairment charges during the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Severance | $ | — | $ | 2 | $ | 3 | $ | 3 | ||||||||
Lease obligations | (1 | ) | — | (1 | ) | (1 | ) | |||||||||
Long-lived asset impairment | — | — | — | 1 | ||||||||||||
Other exit costs | 1 | 1 | 1 | 2 | ||||||||||||
Total | $ | — | $ | 3 | $ | 3 | $ | 5 | ||||||||
2013 | ||||||||||||||||
Charges in 2013 primarily consisted of severance related to various cost-reduction programs, including our December 2012 management workforce reduction and salaried workforce reductions across various functional areas resulting from our initiatives to centralize and consolidate certain back-office operations. | ||||||||||||||||
2012 | ||||||||||||||||
Charges in the third quarter of 2012 included severance and other exit costs primarily related to the closure of 12 L&W Supply distribution branches. Charges in the nine months ended September 30, 2012 also included severance related to our December 2011 salaried workforce reduction, exit costs related to production facilities closed in prior years and an impairment related to previously idled machinery and equipment of which we subsequently disposed. | ||||||||||||||||
RESTRUCTURING RESERVES | ||||||||||||||||
Restructuring reserves totaling $12 million were included in accrued expenses and other liabilities on the consolidated balance sheet as of September 30, 2013. We expect future cash payments to be charged against the reserve will be approximately $2 million during the remainder of 2013, $3 million in 2014 and $7 million after 2014. All restructuring-related payments in the first nine months of 2013 were funded with cash on hand. We expect that the future payments will be funded with cash from operations or cash on hand. The restructuring reserve is summarized as follows: | ||||||||||||||||
Balance | 2013 Activity | Balance | ||||||||||||||
as of | as of 9/30/13 | |||||||||||||||
(millions) | 12/31/12 | Charges | Cash Payments | |||||||||||||
Severance | $ | 5 | $ | 3 | $ | (7 | ) | $ | 1 | |||||||
Lease obligations | 15 | (1 | ) | (3 | ) | 11 | ||||||||||
Other exit costs | — | 1 | (1 | ) | — | |||||||||||
Total | $ | 20 | $ | 3 | $ | (11 | ) | $ | 12 | |||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
For our continuing operations, we had income tax expense of $2 million and an effective tax rate of 7.7% in the third quarter of 2013. In the United States, we are in a net operating loss carryforward position and our deferred income tax assets are subject to a valuation allowance. Therefore, any income or loss before income taxes does not generate a corresponding income tax expense or benefit. | |
For our continuing operations, for the first nine months of 2013, we had an effective tax rate of 1.9% as we recorded income tax expense of $1 million on pre-tax income of $52 million. An income tax benefit of $3 million during the first quarter of 2013 primarily related to the release of the valuation allowance against a portion of our alternative minimum tax, or AMT, credits. This change in the realizability of those credits was due to the enactment of the American Taxpayer Relief Act of 2012. | |
In assessing the requirement for, and amount of, a valuation allowance in accordance with the more-likely-than-not standard, we give appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets. As of September 30, 2013, we had federal net operating loss, or NOL, carryforwards of approximately $2.079 billion that are available to offset future federal taxable income and will expire in the years 2026 through 2033, none of which are subject to Internal Revenue Code limitations under Section 382. In addition, as of that date, we had federal AMT credit carryforwards of approximately $45 million that are available to reduce future regular federal income taxes over an indefinite period. In order to fully realize these U.S. federal net deferred tax assets, taxable income of approximately $2.208 billion would need to be generated during the period before their expiration. In addition, we have federal foreign tax credit carryforwards of $8 million that will expire in 2015. | |
As of September 30, 2013, we had a gross deferred tax asset related to our state NOLs and tax credit carryforwards of $269 million, of which $1 million will expire in 2013. The remainder will expire if unused in years 2014 through 2033. We also had NOL and tax credit carryforwards in various foreign jurisdictions in the amount of $2 million as of September 30, 2013, against which we have maintained a valuation allowance. | |
During periods prior to 2013, we established a valuation allowance against our deferred tax assets totaling $1.125 billion. Based upon an evaluation of all available evidence, we recorded a decrease in the valuation allowance against our deferred tax assets of $4 million during the first quarter of 2013. Approximately $3 million of the decrease related to the realizability of our deferred tax assets; therefore, we recorded a related $3 million income tax benefit in our consolidated statement of operations. The other $1 million of the decrease resulted from a reduction in the gross value of our deferred tax assets and, as a result, we recorded a corresponding reduction in the valuation allowance, resulting in no net impact to our consolidated statement of operations. In the second quarter of 2013, we recorded an additional decrease in the valuation allowance of $16 million. The decrease resulted from a reduction in the gross value of our deferred tax assets and, as a result, there was no net impact to our consolidated statement of operations. In the third quarter of 2013, we recorded an additional decrease in the valuation allowance of $13 million. The decrease resulted from a reduction in the gross value of our deferred tax assets and, as a result, there was no net impact to our consolidated statement of operations. The decreases in the valuation allowance in 2013 resulted in a deferred tax asset valuation allowance of $1.092 billion as of September 30, 2013. | |
The Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. If we were to experience an ownership change, utilization of our NOLs would be subject to an annual limitation determined by multiplying the market value of our outstanding shares of stock at the time of the ownership change by the applicable long-term tax-exempt rate, which was 3.28% for September 2013. Any unused annual limitation may be carried over to later years within the allowed NOL carryforward period. The amount of the limitation may, under certain circumstances, be increased or decreased by built-in gains or losses held by us at the time of the change that are recognized in the five-year period after the change. Many states have similar limitations. If an ownership change had occurred as of September 30, 2013, our annual U.S. federal NOL utilization would have been limited to approximately $102 million per year. See Note 15 for a description of our recent actions to protect these NOL carryforwards. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation |
CHINESE-MANUFACTURED DRYWALL LAWSUITS | |
L&W Supply Corporation is one of many defendants in lawsuits relating to Chinese-made wallboard installed in homes primarily in the southeastern United States during 2006 and 2007. The plaintiffs in these lawsuits, most of whom are homeowners, seek damages associated with the removal and replacement of the Chinese-made wallboard which they claim emits elevated levels of sulfur gases causing a bad smell and corrosion of metal surfaces. Most of the lawsuits against L&W Supply Corporation are part of the multi-district class action litigation titled In re Chinese-Manufactured Drywall Products Liability Litigation, MDL No. 2047, pending in New Orleans, Louisiana. | |
The vast majority of the claims against L&W Supply Corporation relate to wallboard we delivered that was manufactured by Knauf Plasterboard (Tianjin) Co., or Knauf Tianjin, an affiliate of a multi-national manufacturer of building materials that also beneficially owns approximately 14% of USG's outstanding shares of common stock. We have reached settlement agreements with Knauf and the plaintiffs in the multi-district class action litigation that cap our responsibility for all claims against us for homes to which we delivered Knauf Tianjin wallboard. | |
As of September 30, 2013, we have an accrual of $6 million for our estimated cost of resolving all Chinese wallboard property damage claims pending against us and expected to be asserted in the future, and, based on the terms of our settlement with Knauf, we have a related receivable of $2 million recorded as an offset to the accrual. Our accrual does not take into account litigation costs, which are expensed as incurred, or any set-off for potential insurance recoveries. Based on the information available to us to date regarding the number and type of pending claims, estimates of likely future claims, and the estimated costs of resolving those claims, we believe that we have appropriately accrued for our exposure related to the Chinese wallboard claims, and we believe that these claims and other similar claims that might be asserted will not have a material effect on our results of operations, financial position or cash flows. | |
WALLBOARD PRICING CLASS ACTION LAWSUITS | |
Beginning December 2012, USG Corporation and United States Gypsum Company were named as defendants in putative class action lawsuits alleging that since at least September 2011, U.S. wallboard manufacturers conspired to fix and raise the price of gypsum wallboard sold in the United States and to effectuate the alleged conspiracy by ending the practice of providing job quotes on wallboard. These lawsuits are consolidated for pretrial proceedings in multi-district litigation in the United States District Court for the Eastern District of Pennsylvania, under the title In re: Domestic Drywall Antitrust Litigation, MDL No. 2437. Two consolidated complaints have been filed. One group of plaintiffs purports to represent a class of entities that purchased gypsum wallboard in the United States directly from any of the defendants or their affiliates from January 1, 2012 to the present. On behalf of this alleged direct purchaser class, the plaintiffs seek unspecified monetary damages, tripled under the antitrust laws, as well as pre-judgment interest, post-judgment interest and attorneys' fees. The second group of plaintiffs purports to bring their claims and seek damages on behalf of indirect purchasers of gypsum wallboard. These indirect purchaser plaintiffs seek to certify a separate class of persons or entities who from January 1, 2012 through the present indirectly purchased wallboard in the United States from the defendants or their affiliates for end use and not for resale. Recently, similar lawsuits were filed in Quebec and Ontario courts on behalf of purchasers of wallboard in Canada. These Canadian lawsuits also name as a defendant CGC Inc., a wholly owned subsidiary of USG Corporation, as well as other Canadian and U.S. wallboard manufacturers. These wallboard pricing class action lawsuits are still in a preliminary stage. However, based on the information known to us, we believe these lawsuits will not have a material effect on our results of operations, financial position or cash flows. | |
ENVIRONMENTAL LITIGATION | |
We have been notified by state and federal environmental protection agencies of possible involvement as one of numerous “potentially responsible parties” in a number of Superfund sites in the United States. As a potentially responsible party, we may be responsible to pay for some part of the cleanup of hazardous waste at those sites. In most of these sites, our involvement is expected to be minimal. In addition, we are involved in environmental cleanups of other property that we own or owned. As of September 30, 2013, we have an accrual of $18 million for our probable and reasonably estimable liability in connection with these matters. Our accruals take into account all known or estimated undiscounted costs associated with these sites, including site investigations and feasibility costs, site cleanup and remediation, certain legal costs, and fines and penalties, if any. However, we continue to review these accruals as additional information becomes available and revise them as appropriate. Based on the information known to us, we believe these environmental matters will not have a material effect on our results of operations, financial position or cash flows. | |
OTHER LITIGATION | |
We are named as defendants in other claims and lawsuits arising from our operations, including claims and lawsuits arising from the operation of our vehicles, product warranties, personal injury and commercial disputes. We believe that we have properly accrued for our probable liability in connection with these claims and suits, taking into account the probability of liability, whether our exposure can be reasonably estimated and, if so, our estimate of our liability or the range of our liability. We do not expect these or any other litigation matters involving USG to have a material effect on our results of operations, financial position or cash flows. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event [Abstract] | |
Subsequent Events [Text Block] | Subsequent Event |
On October 16, 2013, we and certain of our subsidiaries entered into two share sale and subscription agreements with Boral Limited ("Boral") and certain of its subsidiaries. Pursuant to the subscription agreements and a shareholders agreement that we expect to enter into upon the consummation of the subscription agreements, USG and Boral plan to establish a joint venture (the “USG Boral Joint Venture”) to manufacture, distribute and sell certain building products, mine raw gypsum and sell natural and synthetic gypsum throughout Asia, Australasia and the Middle East (the "Territory"). The products that USG and Boral expect to manufacture and distribute through the USG Boral Joint Venture include products for wall, ceiling, floor lining and exterior systems that utilize gypsum, wallboard, mineral fiber ceiling tiles, steel grid and studs, joint compound and other products. | |
Under the terms of the subscription agreements, we will acquire through our subsidiaries 50% of the equity interest of each of Boral Gypsum Asia Sdn Bhd (the “Boral Asia Business”) and Boral Australian Gypsum Limited (the “Boral Australia Business” and together with the Boral Asia Business, the “Boral Business”), and Boral will hold through its subsidiaries the remaining 50% of the Boral Business. | |
We expect to fund our investment in the USG Boral Joint Venture through a $500 million cash payment to Boral, the contribution to the USG Boral Joint Venture of certain USG businesses, including our subsidiaries and joint venture investments in China, Singapore, India, Malaysia, New Zealand, Australia and the Middle East, including our joint ventures in Oman, and the grant to the USG Boral Joint Venture of a license to use certain USG intellectual property rights in the Territory. In the event certain performance targets are satisfied by the USG Boral Joint Venture, we will also pay Boral scheduled earnout payments in an aggregate amount up to $75 million. | |
We intend to fund the cash portion of our investment in the USG Boral Joint Venture with up to $150 million of cash on hand and $350 million of long term debt. In addition, on October 16, 2013, we entered into a bridge commitment letter (the “Bridge Commitment Letter”) with Goldman Sachs Lending Partners LLC and JPMorgan Chase Bank, N.A. (collectively, the “Bridge Commitment Lenders”) and J.P. Morgan Securities LLC, pursuant to which the Bridge Commitment Lenders have committed to provide, in the event necessary, unsecured senior increasing rate bridge loans in an aggregate principal amount of $350 million on the terms and subject to the conditions set forth in the Bridge Commitment Letter. The obligation of the Bridge Commitment Lenders to provide any debt financing under the Bridge Commitment Letter is subject to certain customary conditions. The final termination date for the Bridge Commitment Letter is February 17, 2014. We will not draw any bridge loans under the facility contemplated by the Bridge Commitment Letter if we secure a sufficient amount of long-term debt financing necessary to fund the cash portion of the investment from other sources. | |
Our investment in the USG Boral Joint Venture will be accounted for as an equity method investment and initially measured at cost. Our existing wholly owned subsidiaries and consolidated variable interest entities that will be contributed into the joint venture will be deconsolidated and any retained investment in those entities will be measured at fair value. | |
We currently expect to close on the USG Boral Joint Venture transaction in the first quarter of 2014, with a targeted closing date of January 31, 2014. The closing of the USG Boral Joint Venture transaction is subject to certain conditions precedent, including, among other things, receipt of necessary regulatory approvals and third party consents. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued operations income statement | Sales from discontinued operations, operating profit from discontinued operations and income from discontinued operations before income taxes for the three and nine months ended September 30, 2012 were as follows: | |||||||
(millions) | Three months ended | Nine months ended September 30, 2012 | ||||||
30-Sep-12 | ||||||||
Sales from discontinued operations | $ | 27 | $ | 83 | ||||
Operating profit from discontinued operations | 1 | 7 | ||||||
Income from discontinued operations before income taxes | 1 | 7 | ||||||
Segments_Tables
Segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Net sales and operating profit (loss) by segment | Segment results for our continuing operations were as follows: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net Sales: | ||||||||||||||||
North American Gypsum | $ | 577 | $ | 496 | $ | 1,659 | $ | 1,455 | ||||||||
Worldwide Ceilings | 159 | 155 | 471 | 459 | ||||||||||||
Building Products Distribution | 331 | 300 | 931 | 863 | ||||||||||||
Eliminations | (142 | ) | (123 | ) | (406 | ) | (368 | ) | ||||||||
Total | $ | 925 | $ | 828 | $ | 2,655 | $ | 2,409 | ||||||||
Operating Profit (Loss): | ||||||||||||||||
North American Gypsum | $ | 76 | $ | 35 | $ | 189 | $ | 98 | ||||||||
Worldwide Ceilings | 22 | 24 | 75 | 69 | ||||||||||||
Building Products Distribution | 3 | (10 | ) | 2 | (23 | ) | ||||||||||
Corporate | (25 | ) | (18 | ) | (62 | ) | (57 | ) | ||||||||
Eliminations | (1 | ) | (2 | ) | (6 | ) | (6 | ) | ||||||||
Total | $ | 75 | $ | 29 | $ | 198 | $ | 81 | ||||||||
Restructuring and long-lived asset impairment charges by segment | Restructuring and long-lived asset impairment charges by segment were as follows: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
North American Gypsum | $ | 1 | $ | 1 | $ | 3 | $ | 4 | ||||||||
Worldwide Ceilings | — | — | — | 1 | ||||||||||||
Building Products Distribution | (1 | ) | 2 | (1 | ) | — | ||||||||||
Corporate | — | — | 1 | — | ||||||||||||
Total | $ | — | $ | 3 | $ | 3 | $ | 5 | ||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Reconciliation of basic earnings (loss) per share to diluted earnings (loss) per share | The reconciliation of basic earnings (loss) per share to diluted earnings (loss) per share is shown in the following table. | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions, except per-share data) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Income (loss) from continuing operations | $ | 24 | $ | (30 | ) | $ | 51 | $ | (118 | ) | ||||||
(Loss) income from discontinued operations | (1 | ) | 1 | (1 | ) | 5 | ||||||||||
Net income (loss) | $ | 23 | $ | (29 | ) | $ | 50 | $ | (113 | ) | ||||||
Average common shares | 108.6 | 107.4 | 108.5 | 106.1 | ||||||||||||
Dilutive RSUs, MSUs, performance shares and stock options | 2.4 | — | 2.6 | — | ||||||||||||
Average diluted common shares | 111 | 107.4 | 111.1 | 106.1 | ||||||||||||
Basic earnings (loss) per average common share: | ||||||||||||||||
Income (loss) from continuing operations | $ | 0.23 | $ | (0.29 | ) | $ | 0.48 | $ | (1.11 | ) | ||||||
(Loss) income from discontinued operations | (0.01 | ) | 0.01 | (0.01 | ) | 0.04 | ||||||||||
Net income (loss) | $ | 0.22 | $ | (0.28 | ) | $ | 0.47 | $ | (1.07 | ) | ||||||
Diluted earnings (loss) per average common share: | ||||||||||||||||
Income (loss) from continuing operations | $ | 0.22 | $ | (0.29 | ) | $ | 0.47 | $ | (1.11 | ) | ||||||
(Loss) income from discontinued operations | (0.01 | ) | 0.01 | (0.01 | ) | 0.04 | ||||||||||
Net income (loss) | $ | 0.21 | $ | (0.28 | ) | $ | 0.46 | $ | (1.07 | ) | ||||||
Schedule of antidilutive securities excluded from computation of earnings per share | Stock options, RSUs, MSUs and performance shares that were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion would be anti-dilutive were as follows: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions, common shares) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock options, RSUs, MSUs and performance shares | 2 | 7.9 | 2.2 | 8 | ||||||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Investments in marketable securities | Our investments in marketable securities consisted of the following: | |||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||
(millions) | Amortized | Fair | Amortized | Fair | ||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Corporate debt securities | $ | 88 | $ | 88 | $ | 82 | $ | 82 | ||||||||
U.S. government and agency debt securities | 11 | 11 | 16 | 16 | ||||||||||||
Non-U.S. government debt securities | — | — | 1 | 1 | ||||||||||||
Asset-backed debt securities | 14 | 14 | 6 | 6 | ||||||||||||
Certificates of deposit | 17 | 17 | 16 | 16 | ||||||||||||
Municipal debt securities | 8 | 8 | 10 | 10 | ||||||||||||
Total marketable securities | $ | 138 | $ | 138 | $ | 131 | $ | 131 | ||||||||
Contractual maturities of marketable securities | Contractual maturities of marketable securities as of September 30, 2013 were as follows: | |||||||||||||||
(millions) | Amortized | Fair | ||||||||||||||
Cost | Value | |||||||||||||||
Due in 1 year or less | $ | 100 | $ | 100 | ||||||||||||
Due in 1-5 years | 38 | 38 | ||||||||||||||
Total marketable securities | $ | 138 | $ | 138 | ||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Intangible assets with definitive lives | These assets are summarized as follows: | |||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(millions) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Intangible Assets with Definite Lives: | ||||||||||||||||||||||||
Customer relationships | $ | 70 | $ | (46 | ) | $ | 24 | $ | 70 | $ | (41 | ) | $ | 29 | ||||||||||
Other | 9 | (7 | ) | 2 | 9 | (6 | ) | 3 | ||||||||||||||||
Total | $ | 79 | $ | (53 | ) | $ | 26 | $ | 79 | $ | (47 | ) | $ | 32 | ||||||||||
Estimated annual amortization expense intangible assets | Estimated amortization expense for the remainder of 2013 and for future years is as follows: | |||||||||||||||||||||||
(millions) | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | ||||||||||||||||||
Estimated future amortization expense | $ | 2 | $ | 7 | $ | 7 | $ | 7 | $ | 2 | $ | 1 | ||||||||||||
Schedule of indefinite-lived intangible assets | Intangible assets with indefinite lives are not amortized. These assets are summarized as follows: | |||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
(millions) | Gross | Impairment Charges | Net | Gross | Impairment Charges | Net | ||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Intangible Assets with Indefinite Lives: | ||||||||||||||||||||||||
Trade names | $ | 22 | $ | — | $ | 22 | $ | 22 | $ | — | $ | 22 | ||||||||||||
Other | 8 | — | 8 | 8 | — | 8 | ||||||||||||||||||
Total | $ | 30 | $ | — | $ | 30 | $ | 30 | $ | — | $ | 30 | ||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of long-term debt instruments | Total debt, including the current portion of long-term debt, consisted of the following: | |||||||
(millions) | September 30, | December 31, | ||||||
2013 | 2012 | |||||||
6.3% senior notes due 2016 | $ | 500 | $ | 500 | ||||
7.75% senior notes due 2018, net of discount | 500 | 499 | ||||||
7.875% senior notes due 2020, net of discount | 249 | 248 | ||||||
8.375% senior notes due 2018 | 350 | 350 | ||||||
9.75% senior notes due 2014, net of discount | 59 | 59 | ||||||
10% convertible senior notes due 2018, net of discount | 386 | 385 | ||||||
Ship mortgage facility (includes $4 million of current portion of long-term debt) | 25 | 29 | ||||||
Credit facilities of Oman joint ventures | 7 | — | ||||||
Industrial revenue bonds (due 2028 through 2034) | 239 | 239 | ||||||
Total | $ | 2,315 | $ | 2,309 | ||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||
Pretax effects of derivative instruments on consolidated statements of operations | The following are the pretax effects of derivative instruments on the consolidated statements of operations for the three months ended September 30, 2013 and 2012. | |||||||||||||||||
Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified from | ||||||||||||||||
Recognized in | Reclassified from | AOCI into Income | ||||||||||||||||
Other Comprehensive Income on Derivatives (Effective Portion) | AOCI into Income | (Effective Portion) | ||||||||||||||||
(Effective Portion) | ||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | $ | (1 | ) | $ | 1 | Cost of products sold | $ | — | $ | (3 | ) | |||||||
Foreign exchange contracts | (1 | ) | — | Cost of products sold | 1 | 1 | ||||||||||||
Derivatives in Net Investment Hedging Relationships | ||||||||||||||||||
Foreign exchange contracts | — | (1 | ) | Other income, net | — | — | ||||||||||||
Total | $ | (2 | ) | $ | — | $ | 1 | $ | (2 | ) | ||||||||
Location of Gain or (Loss) | Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||
Recognized in Income | on Derivatives | |||||||||||||||||
on Derivatives | ||||||||||||||||||
(millions) | 2013 | 2012 | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Cost of products sold | $ | — | $ | — | |||||||||||||
Foreign exchange contracts | Other income, net | — | 1 | |||||||||||||||
Total | $ | — | $ | 1 | ||||||||||||||
The following are the pretax effects of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 2013 and 2012. | ||||||||||||||||||
Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified from | ||||||||||||||||
Recognized in | Reclassified from | AOCI into Income | ||||||||||||||||
Other Comprehensive Income on Derivatives (Effective Portion) | AOCI into Income | (Effective Portion) | ||||||||||||||||
(Effective Portion) | ||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | $ | (1 | ) | $ | (2 | ) | Cost of products sold | $ | (1 | ) | $ | (8 | ) | |||||
Foreign exchange contracts | 2 | (1 | ) | Cost of products sold | 2 | 1 | ||||||||||||
Derivatives in Net Investment Hedging Relationships | ||||||||||||||||||
Foreign exchange contracts | — | (1 | ) | Other income, net | — | — | ||||||||||||
Total | $ | 1 | $ | (4 | ) | $ | 1 | $ | (7 | ) | ||||||||
Location of Gain or (Loss) | Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||
Recognized in Income | on Derivatives | |||||||||||||||||
on Derivatives | ||||||||||||||||||
(millions) | 2013 | 2012 | ||||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Cost of products sold | $ | 1 | $ | — | |||||||||||||
Foreign exchange contracts | Other income, net | — | — | |||||||||||||||
Total | $ | 1 | $ | — | ||||||||||||||
Fair values of derivative instruments on the consolidated balance sheets | The following are the fair values of derivative instruments and the location on our consolidated balance sheets as of September 30, 2013 and December 31, 2012. | |||||||||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||
Location | Location | |||||||||||||||||
(millions) | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships | ||||||||||||||||||
Commodity contracts | Other current assets | $ | 1 | $ | 1 | Accrued expenses | $ | 2 | $ | 2 | ||||||||
Commodity contracts | Other assets | 1 | — | Other liabilities | — | — | ||||||||||||
Foreign exchange contracts | Other current assets | 1 | 1 | Accrued expenses | 1 | — | ||||||||||||
Total derivatives in hedging relationships | $ | 3 | $ | 2 | $ | 3 | $ | 2 | ||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Commodity contracts | Other current assets | $ | — | $ | 1 | Accrued expenses | $ | — | $ | — | ||||||||
Total derivatives not designated as hedging instruments | $ | — | $ | 1 | $ | — | $ | — | ||||||||||
Total derivatives | Total assets | $ | 3 | $ | 3 | Total liabilities | $ | 3 | $ | 2 | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis | Our assets and liabilities measured at fair value on a recurring basis were as follows: | |||||||||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||||||||||||||||||||
Assets | (Level 2) | |||||||||||||||||||||||||||||||
(Level 1) | ||||||||||||||||||||||||||||||||
(millions) | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | 9/30/13 | 12/31/12 | ||||||||||||||||||||||||
Cash equivalents | $ | 209 | $ | 284 | $ | 26 | $ | 46 | $ | — | $ | — | $ | 235 | $ | 330 | ||||||||||||||||
Marketable securities: | ||||||||||||||||||||||||||||||||
Corporate debt securities | — | — | 88 | 82 | — | — | 88 | 82 | ||||||||||||||||||||||||
U.S. government and agency debt securities | — | — | 11 | 16 | — | — | 11 | 16 | ||||||||||||||||||||||||
Non-U.S. government debt securities | — | — | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||
Asset-backed debt securities | — | — | 14 | 6 | — | — | 14 | 6 | ||||||||||||||||||||||||
Certificates of deposit | — | — | 17 | 16 | — | — | 17 | 16 | ||||||||||||||||||||||||
Municipal debt securities | — | — | 8 | 10 | — | — | 8 | 10 | ||||||||||||||||||||||||
Derivative assets | — | — | 3 | 3 | — | — | 3 | 3 | ||||||||||||||||||||||||
Derivative liabilities | — | — | (3 | ) | (2 | ) | — | — | (3 | ) | (2 | ) | ||||||||||||||||||||
Employee_Retirement_Plans_Tabl
Employee Retirement Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Components of net pension and postretirement benefits costs | The components of net pension and postretirement benefits costs are summarized in the following table: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Pension: | ||||||||||||||||
Service cost of benefits earned | $ | 10 | $ | 8 | $ | 29 | $ | 23 | ||||||||
Interest cost on projected benefit obligation | 16 | 16 | 47 | 48 | ||||||||||||
Expected return on plan assets | (19 | ) | (18 | ) | (57 | ) | (52 | ) | ||||||||
Net amortization | 11 | 9 | 34 | 26 | ||||||||||||
Net pension cost | $ | 18 | $ | 15 | $ | 53 | $ | 45 | ||||||||
Postretirement: | ||||||||||||||||
Service cost of benefits earned | $ | 1 | $ | 1 | $ | 3 | $ | 3 | ||||||||
Interest cost on projected benefit obligation | 2 | 2 | 5 | 6 | ||||||||||||
Net amortization | (9 | ) | (9 | ) | (26 | ) | (27 | ) | ||||||||
Net postretirement cost | $ | (6 | ) | $ | (6 | ) | $ | (18 | ) | $ | (18 | ) |
Supplemental_Balance_Sheet_Inf1
Supplemental Balance Sheet Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Inventories | Total inventories consisted of the following: | |||||||
(millions) | 30-Sep-13 | 31-Dec-12 | ||||||
Finished goods and work in progress | $ | 266 | $ | 245 | ||||
Raw materials | 61 | 59 | ||||||
Total | $ | 327 | $ | 304 | ||||
Asset Retirement Obligations | Changes in the liability for asset retirement obligations consisted of the following: | |||||||
Nine months ended September 30, | ||||||||
(millions) | 2013 | 2012 | ||||||
Balance as of January 1 | $ | 139 | $ | 114 | ||||
Accretion expense | 5 | 5 | ||||||
Liabilities incurred | 2 | — | ||||||
Changes in estimated cash flows | (11 | ) | (1 | ) | ||||
Liabilities settled | (1 | ) | (1 | ) | ||||
Foreign currency translation | (2 | ) | 1 | |||||
Balance as of September 30 | $ | 132 | $ | 118 | ||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of accumulated other comprehensive income (loss) | Changes in the balances of each component of AOCI for the nine months ended September 30, 2013 and 2012 are summarized in the following table: | |||||||||||||||||||||||||||||||
Derivatives | Defined Benefit Plans | Foreign | AOCI | |||||||||||||||||||||||||||||
Currency Translation | ||||||||||||||||||||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Balance as of January 1 | $ | 32 | $ | 28 | $ | (303 | ) | $ | (221 | ) | $ | 38 | $ | 19 | $ | (233 | ) | $ | (174 | ) | ||||||||||||
Other comprehensive income (loss) before reclassifications, net of tax | — | (2 | ) | (15 | ) | 11 | (12 | ) | 20 | (27 | ) | 29 | ||||||||||||||||||||
Less: Amounts reclassified from AOCI, net of tax (a) | — | (6 | ) | (8 | ) | 1 | — | (1 | ) | (8 | ) | (6 | ) | |||||||||||||||||||
Net other comprehensive income (loss) | — | 4 | (7 | ) | 10 | (12 | ) | 21 | (19 | ) | 35 | |||||||||||||||||||||
Balance as of September 30 | $ | 32 | $ | 32 | $ | (310 | ) | $ | (211 | ) | $ | 26 | $ | 40 | $ | (252 | ) | $ | (139 | ) | ||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||||||
30-Sep-13 | 30-Sep-13 | |||||||||||||||||||||||||||||||
(a) | Derivatives | |||||||||||||||||||||||||||||||
Net reclassification from AOCI for cash flow hedges included in cost of products sold | $ | (1 | ) | $ | (1 | ) | ||||||||||||||||||||||||||
Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 1 | 1 | ||||||||||||||||||||||||||||||
Net amount reclassified from AOCI | $ | — | $ | — | ||||||||||||||||||||||||||||
Defined Benefit Plans | ||||||||||||||||||||||||||||||||
Net reclassification from AOCI for amortization of prior service cost included in cost of products sold | $ | 2 | $ | 7 | ||||||||||||||||||||||||||||
Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses | 1 | 2 | ||||||||||||||||||||||||||||||
Income tax benefit on reclassification from AOCI included in income tax expense (benefit) | — | (1 | ) | |||||||||||||||||||||||||||||
Net amount reclassified from AOCI | $ | 3 | $ | 8 | ||||||||||||||||||||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring charges | We recorded the following restructuring and long-lived asset impairment charges during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Severance | $ | — | $ | 2 | $ | 3 | $ | 3 | ||||||||
Lease obligations | (1 | ) | — | (1 | ) | (1 | ) | |||||||||
Long-lived asset impairment | — | — | — | 1 | ||||||||||||
Other exit costs | 1 | 1 | 1 | 2 | ||||||||||||
Total | $ | — | $ | 3 | $ | 3 | $ | 5 | ||||||||
Restructuring reserves | The restructuring reserve is summarized as follows: | |||||||||||||||
Balance | 2013 Activity | Balance | ||||||||||||||
as of | as of 9/30/13 | |||||||||||||||
(millions) | 12/31/12 | Charges | Cash Payments | |||||||||||||
Severance | $ | 5 | $ | 3 | $ | (7 | ) | $ | 1 | |||||||
Lease obligations | 15 | (1 | ) | (3 | ) | 11 | ||||||||||
Other exit costs | — | 1 | (1 | ) | — | |||||||||||
Total | $ | 20 | $ | 3 | $ | (11 | ) | $ | 12 | |||||||
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Sales from discontinued operations | $27 | $83 |
Operating profit from discontinued operations | 1 | 7 |
Income from discontinued operations before income taxes | $1 | $7 |
Discontinued_Operations_Detail1
Discontinued Operations (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 |
Knauf [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from Divestiture of Businesses | $73 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $55 | |
Disposal Group Purchasers Affiliates Beneficial Ownership in Common Stock of USG | 14.00% |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net Sales: | ||||
Net sales | $925 | $828 | $2,655 | $2,409 |
Operating Profit (Loss): | ||||
Operating profit (loss) | 75 | 29 | 198 | 81 |
North American Gypsum [Member] | ||||
Net Sales: | ||||
Net sales | 577 | 496 | 1,659 | 1,455 |
Operating Profit (Loss): | ||||
Operating profit (loss) | 76 | 35 | 189 | 98 |
Worldwide Ceilings [Member] | ||||
Net Sales: | ||||
Net sales | 159 | 155 | 471 | 459 |
Operating Profit (Loss): | ||||
Operating profit (loss) | 22 | 24 | 75 | 69 |
Building Products Distribution [Member] | ||||
Net Sales: | ||||
Net sales | 331 | 300 | 931 | 863 |
Operating Profit (Loss): | ||||
Operating profit (loss) | 3 | -10 | 2 | -23 |
Corporate [Member] | ||||
Operating Profit (Loss): | ||||
Operating profit (loss) | -25 | -18 | -62 | -57 |
Eliminations [Member] | ||||
Net Sales: | ||||
Net sales | -142 | -123 | -406 | -368 |
Operating Profit (Loss): | ||||
Operating profit (loss) | ($1) | ($2) | ($6) | ($6) |
Segments_Details_1
Segments (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring and long-lived asset impairment charges by segment | ||||
Restructuring and long-lived asset impairment charges | $0 | $3 | $3 | $5 |
North American Gypsum [Member] | ||||
Restructuring and long-lived asset impairment charges by segment | ||||
Restructuring and long-lived asset impairment charges | 1 | 1 | 3 | 4 |
Worldwide Ceilings [Member] | ||||
Restructuring and long-lived asset impairment charges by segment | ||||
Restructuring and long-lived asset impairment charges | 0 | 0 | 0 | 1 |
Building Products Distribution [Member] | ||||
Restructuring and long-lived asset impairment charges by segment | ||||
Restructuring and long-lived asset impairment charges | -1 | 2 | -1 | 0 |
Corporate [Member] | ||||
Restructuring and long-lived asset impairment charges by segment | ||||
Restructuring and long-lived asset impairment charges | $0 | $0 | $1 | $0 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ||||
Income (loss) from continuing operations | $24 | ($30) | $51 | ($118) |
(Loss) income from discontinued operations | -1 | 1 | -1 | 5 |
Net income (loss) | $23 | ($29) | $50 | ($113) |
Average common shares | 108,608,086 | 107,380,328 | 108,486,583 | 106,128,123 |
Dilutive RSUs, MSUs, performance shares and stock options | 2,400,000 | 0 | 2,600,000 | 0 |
Average diluted common shares | 111,008,421 | 107,380,328 | 111,052,333 | 106,128,123 |
Income (loss) from continuing operations per basic share | $0.23 | ($0.29) | $0.48 | ($1.11) |
Income from discontinued operations per basic share | ($0.01) | $0.01 | ($0.01) | $0.04 |
Basic income (loss) per common share | $0.22 | ($0.28) | $0.47 | ($1.07) |
Income (loss) from continuing operations per diluted share | $0.22 | ($0.29) | $0.47 | ($1.11) |
(Loss) income from discontinued operations per diluted share | ($0.01) | $0.01 | ($0.01) | $0.04 |
Diluted income (loss) per common share | $0.21 | ($0.28) | $0.46 | ($1.07) |
Earnings_Loss_Per_Share_Detail1
Earnings (Loss) Per Share (Details 1) (Stock Compensation Plan [Member]) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock Compensation Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options, RSUs, MSUs, and performance shares | 2 | 7.9 | 2.2 | 8 |
Earnings_Loss_Per_Share_Detail2
Earnings (Loss) Per Share (Details Textual) (Ten Percent Convertible Senior Notes due Two Thousand Eighteen [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Per Share data, unless otherwise specified | ||
Earnings (Loss) Per Share [Line Items] | ||
Potential conversion of convertible senior notes | $400 | |
Interest rate of convertible senior notes | 10.00% | 10.00% |
Initial conversion price of 10% convertible senior notes not included in the computation of diluted loss per share | $11.40 | |
Convertible Debt Securities [Member] | ||
Earnings (Loss) Per Share [Line Items] | ||
Shares issuable upon conversion of convertible senior notes not included in computation of diluted loss per share | 35.1 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | $138 | $131 |
Marketable securities, fair value | 138 | 131 |
Corporate debt securities [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 88 | 82 |
Marketable securities, fair value | 88 | 82 |
U.S. government and agency debt securities [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 11 | 16 |
Marketable securities, fair value | 11 | 16 |
Non-U.S. government debt securities [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 0 | 1 |
Marketable securities, fair value | 0 | 1 |
Asset-backed debt securities [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 14 | 6 |
Marketable securities, fair value | 14 | 6 |
Certificates of deposit [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 17 | 16 |
Marketable securities, fair value | 17 | 16 |
Municipal debt securities [Member] | ||
Investments in marketable securities | ||
Marketable securities, amortized cost | 8 | 10 |
Marketable securities, fair value | $8 | $10 |
Marketable_Securities_Details_
Marketable Securities (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Contractual maturities of marketable securities | ||
Due in 1 year or less, amortized cost | $100 | |
Due in 1 year or less, fair value | 100 | |
Due in 1-5 years, amortized cost | 38 | |
Due in 1-5 years, fair value | 38 | |
Marketable securities, amortized cost | 138 | 131 |
Marketable securities, fair value | $138 | $131 |
Marketable_Securities_Details_1
Marketable Securities (Details Textual) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Investments, Debt and Equity Securities [Abstract] | |
Sales and maturities of marketable securities | $144 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Intangible assets with definite lives | ||
Gross carrying amount | $79 | $79 |
Accumulated amortization | -53 | -47 |
Net | 26 | 32 |
Customer relationships [Member] | ||
Intangible assets with definite lives | ||
Gross carrying amount | 70 | 70 |
Accumulated amortization | -46 | -41 |
Net | 24 | 29 |
Other intangible assets [Member] | ||
Intangible assets with definite lives | ||
Gross carrying amount | 9 | 9 |
Accumulated amortization | -7 | -6 |
Net | $2 | $3 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Estimated annual amortization expense intangible assets | |
Estimated future amortization expense, 2013 | $2 |
Estimated future amortization expense, 2014 | 7 |
Estimated future amortization expense, 2015 | 7 |
Estimated future amortization expense, 2016 | 7 |
Estimated future amortization expense, 2017 | 2 |
Estimated future amortization expense, 2018 and thereafter | $1 |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Intangible assets with indefinite lives | ||
Gross carrying amount | $30 | $30 |
Impairment charges | 0 | 0 |
Net | 30 | 30 |
Trade names [Member] | ||
Intangible assets with indefinite lives | ||
Gross carrying amount | 22 | 22 |
Impairment charges | 0 | 0 |
Net | 22 | 22 |
Other intangible assets [Member] | ||
Intangible assets with indefinite lives | ||
Gross carrying amount | 8 | 8 |
Impairment charges | 0 | 0 |
Net | $8 | $8 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $2 | $2 | $6 | $6 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total debt | $2,315 | $2,309 |
Current portion of long-term debt | 63 | 4 |
Six Point Three Percent Senior Notes due Two Thousand Sixteen [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 500 | 500 |
Stated interest rate of debt instrument | 6.30% | 6.30% |
Seven Point Seven Five Percent Senior Notes due Two Thousand Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 500 | 499 |
Stated interest rate of debt instrument | 7.75% | 7.75% |
Seven Point Eight Seven Five Percent Senior Notes due Two Thousand Twenty [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 249 | 248 |
Stated interest rate of debt instrument | 7.88% | 7.88% |
Eight Point Three Seven Five Percent Senior Notes due Two Thousand Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 350 | 350 |
Stated interest rate of debt instrument | 8.38% | 8.38% |
Nine Point Seven Five Percent Senior Notes due Two Thousand Fourteen Net of Discount [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 59 | 59 |
Stated interest rate of debt instrument | 9.75% | 9.75% |
Ten Percent Convertible Senior Notes due Two Thousand Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 386 | 385 |
Stated interest rate of debt instrument | 10.00% | 10.00% |
Ship Mortgage Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 25 | 29 |
Current portion of long-term debt | 4 | 4 |
Oman Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7 | 0 |
Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $239 | $239 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | Credit Facility [Member] | Zawawi Gypsum LLC [Member] | USG-Zawawi Drywall LLC [Member] | United States of America, Dollars | Oman, Rials | |||
Oman Credit Facilities [Member] | Oman Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | Oman Credit Facilities [Member] | |||||
Oman Credit Facilities [Member] | ||||||||
Debt (Textual) [Abstract] | ||||||||
Required minimum fixed charge coverage ratio per credit agreement covenant | 1.1 | |||||||
Aggregate principal amount | $40 | |||||||
Line of credit facility rate applied aggregate revolving commitments activating fixed charge coverage ratio covenants | 15.00% | |||||||
Actual fixed charge coverage ratio | 0.97 | |||||||
Borrowing availability that must be maintained under credit facility | 52 | |||||||
Amount of letters of credit outstanding | 78 | |||||||
Borrowing available under credit facility | 216 | 38 | ||||||
Maximum borrowing capacity of term loan facility | 10 | 26 | ||||||
Maximum borrowing capacity of overdraft and letter of cedit facilities | 3 | 5 | ||||||
Stated interest rate of debt instrument | 4.00% | |||||||
Percentage above LIBOR | 3.50% | |||||||
Loan repayment subject to penalties made during period of time | 2 years | 3 years | ||||||
Outstanding lines of credit | 0 | 0 | 7 | 0 | ||||
Interest rate during period of debt instrument | 3.80% | |||||||
Debt (Additional Textual) [Abstract] | ||||||||
Fair value of debt | $3,093 | $3,093 |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | ($2) | $0 | $1 | ($4) |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 1 | -2 | 1 | -7 |
Amount of Gain or (Loss) Recognized in Income On Derivatives | 0 | 1 | 1 | 0 |
Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | -1 | 1 | -1 | -2 |
Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Cost of products sold [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | -3 | -1 | -8 |
Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | -1 | 0 | 2 | -1 |
Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Net Investment Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | 0 | -1 | 0 | -1 |
Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Cost of products sold [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 1 | 1 | 2 | 1 |
Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other income, net [Member] | Net Investment Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||
Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Gain on Sale of Discontinued Operations [Member] | Net Investment Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | ||
Not Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Cost of products sold [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income On Derivatives | 0 | 0 | 1 | 0 |
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other income, net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income On Derivatives | $0 | $1 | $0 | $0 |
Derivative_Instruments_Details1
Derivative Instruments (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $3 | $3 |
Derivative Liabilities | 3 | 2 |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 3 | 2 |
Derivative Liabilities | 3 | 2 |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 1 |
Derivative Liabilities | 0 | 0 |
Not Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 1 |
Not Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 1 | 1 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 1 | 0 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 2 | 2 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity contracts [Member] | Other liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 1 | 1 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Accrued expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $1 | $0 |
Derivative_Instruments_Details2
Derivative Instruments (Details Textual) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Derivative Instruments (Textual) [Abstract] | ||
Typical hedging period | 2 years | |
Collateral provided to counterparties related to derivatives | $1 | |
Commodity contracts [Member] | ||
Derivative Instruments (Textual) [Abstract] | ||
Derivative, Nonmonetary Notional Amount | 14,000,000 | |
Loss on cash flow hedge ineffectiveness | 0 | |
Foreign exchange contracts [Member] | ||
Derivative Instruments (Textual) [Abstract] | ||
Loss on cash flow hedge ineffectiveness | 0 | |
Notional amounts of foreign exchange forward contracts | 57 | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Commodity contracts [Member] | ||
Derivative Instruments (Textual) [Abstract] | ||
Unrealized gain that remained in AOCI from cash flow hedges, net of tax | $1 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | $235 | $330 |
Marketable securities, fair value | 138 | 131 |
Derivative Assets | 3 | 3 |
Derivative Liability Fair Value Gross Liability | -3 | -2 |
Corporate debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 88 | 82 |
U.S. government and agency debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 11 | 16 |
Non-U.S. government debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 1 |
Asset-backed debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 14 | 6 |
Certificates of deposit [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 17 | 16 |
Municipal debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 8 | 10 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 209 | 284 |
Derivative Assets | 0 | 0 |
Derivative Liability Fair Value Gross Liability | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Corporate debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | U.S. government and agency debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Non-U.S. government debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Asset-backed debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Certificates of deposit [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Municipal debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 26 | 46 |
Derivative Assets | 3 | 3 |
Derivative Liability Fair Value Gross Liability | -3 | -2 |
Significant Other Observable Inputs (Level 2) [Member] | Corporate debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 88 | 82 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. government and agency debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 11 | 16 |
Significant Other Observable Inputs (Level 2) [Member] | Non-U.S. government debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 1 |
Significant Other Observable Inputs (Level 2) [Member] | Asset-backed debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 14 | 6 |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 17 | 16 |
Significant Other Observable Inputs (Level 2) [Member] | Municipal debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 8 | 10 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 0 | 0 |
Derivative Assets | 0 | 0 |
Derivative Liability Fair Value Gross Liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Corporate debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | U.S. government and agency debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Non-U.S. government debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Asset-backed debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Certificates of deposit [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Municipal debt securities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | $0 | $0 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details Textual) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value Disclosures [Abstract] | ||
Asset Impairment Charges | $0 | $1 |
Employee_Retirement_Plans_Deta
Employee Retirement Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Pension [Member] | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | $10 | $8 | $29 | $23 |
Interest cost on projected benefit obligation | 16 | 16 | 47 | 48 |
Expected return on plan assets | -19 | -18 | -57 | -52 |
Net amortization | 11 | 9 | 34 | 26 |
Net cost | 18 | 15 | 53 | 45 |
Postretirement [Member] | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | 1 | 1 | 3 | 3 |
Interest cost on projected benefit obligation | 2 | 2 | 5 | 6 |
Net amortization | -9 | -9 | -26 | -27 |
Net cost | ($6) | ($6) | ($18) | ($18) |
Employee_Retirement_Plans_Deta1
Employee Retirement Plans (Details Textual) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Pension [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated employer contributions in current fiscal year | $72 |
Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | 15 |
Other Domestic and Foreign [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | 6 |
Subsequent Event [Member] | United States [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | $50 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Market Share Units [Member] | |
Share Based Compensation [Abstract] | |
Awards granted | 361,308 |
Average fair value of shares granted | $34.55 |
Expected volatility | 60.97% |
Risk-free rate | 0.35% |
Expected term (in years) | 2 years 4 months 17 days |
Expected dividends | $0 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation [Abstract] | |
Awards granted | 24,500 |
Vesting period | 4 years |
Average fair value of shares granted | $29.89 |
Performance Shares [Member] | |
Share Based Compensation [Abstract] | |
Awards granted | 104,543 |
Vesting period | 3 years |
Average fair value of shares granted | $38.89 |
Expected volatility | 59.98% |
Risk-free rate | 0.43% |
Expected term (in years) | 2 years 10 months 17 days |
Expected dividends | $0 |
Maximum [Member] | Market Share Units [Member] | |
Share Based Compensation [Abstract] | |
Vesting period | 3 years |
Maximum of range for number of shares earned | 150.00% |
Maximum [Member] | Performance Shares [Member] | |
Share Based Compensation [Abstract] | |
Maximum of range for number of shares earned | 200.00% |
Minimum [Member] | Market Share Units [Member] | |
Share Based Compensation [Abstract] | |
Vesting period | 2 years |
Minimum of range for number of shares earned | 0.00% |
Minimum [Member] | Performance Shares [Member] | |
Share Based Compensation [Abstract] | |
Minimum of range for number of shares earned | 0.00% |
Supplemental_Balance_Sheet_Inf2
Supplemental Balance Sheet Information (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventories | ||
Finished goods and work in progress | $266 | $245 |
Raw materials | 61 | 59 |
Total | $327 | $304 |
Supplemental_Balance_Sheet_Inf3
Supplemental Balance Sheet Information Supplemental Balance Sheet Information (Details 1) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance as of January 1 | $139 | $114 |
Accretion expense | 5 | 5 |
Liabilities incurred | 2 | 0 |
Changes in estimated cash flows | -11 | -1 |
Liabilities settled | -1 | -1 |
Foreign currency translation | -2 | 1 |
Balance as of September 30 | $132 | $118 |
Supplemental_Balance_Sheet_Inf4
Supplemental Balance Sheet Information (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Supplemental Balance Sheet Information [Abstract] | ||
Accrued interest | $54 | $47 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning balance | ($233) | ($233) | ($174) | ||
Other comprehensive income (loss), before reclassifications, net of tax | -27 | 29 | |||
Less: Reclassification from accumulated other comprehensive income (loss), net of tax | -8 | -6 | |||
Other comprehensive income (loss), net of tax | 3 | 18 | -19 | 35 | |
Accumulated other comprehensive income (loss), ending balance | -252 | -139 | -252 | -139 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Abstract] | |||||
Cost of products sold | 770 | 722 | 2,225 | 2,099 | |
Selling and administrative expenses | 80 | 74 | 229 | 224 | |
Income tax expense | 2 | -3 | 11 | 1 | 9 |
Net income (loss) | 23 | -29 | 50 | -113 | |
Derivatives [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning balance | 32 | 32 | 28 | ||
Other comprehensive income (loss), before reclassifications, net of tax | 0 | -2 | |||
Less: Reclassification from accumulated other comprehensive income (loss), net of tax | 0 | -6 | |||
Other comprehensive income (loss), net of tax | 0 | 4 | |||
Accumulated other comprehensive income (loss), ending balance | 32 | 32 | 32 | 32 | |
Derivatives [Member] | Reclassification out of Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Abstract] | |||||
Cost of products sold | -1 | -1 | |||
Income tax expense | 1 | 1 | |||
Net income (loss) | 0 | 0 | |||
Defined Benefit Plans [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning balance | -303 | -303 | -221 | ||
Other comprehensive income (loss), before reclassifications, net of tax | -15 | 11 | |||
Less: Reclassification from accumulated other comprehensive income (loss), net of tax | -8 | 1 | |||
Other comprehensive income (loss), net of tax | -7 | 10 | |||
Accumulated other comprehensive income (loss), ending balance | -310 | -211 | -310 | -211 | |
Defined Benefit Plans [Member] | Reclassification out of Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Abstract] | |||||
Cost of products sold | 2 | 7 | |||
Selling and administrative expenses | 1 | 2 | |||
Income tax expense | 0 | -1 | |||
Net income (loss) | 3 | 8 | |||
Foreign Currency Translation [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Accumulated other comprehensive income (loss), beginning balance | 38 | 38 | 19 | ||
Other comprehensive income (loss), before reclassifications, net of tax | -12 | 20 | |||
Less: Reclassification from accumulated other comprehensive income (loss), net of tax | 0 | -1 | |||
Other comprehensive income (loss), net of tax | -12 | 21 | |||
Accumulated other comprehensive income (loss), ending balance | $26 | $40 | $26 | $40 |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income (Loss) (Details Textual) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Comprehensive Income (Loss) [Abstract] | |
Estimated after-tax gain on derivatives to be reclassified from AOCI to earnings within the next 12 months | $31 |
Oman_Investment_Details_Textua
Oman Investment (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
USG-Zawawi Drywall LLC [Member] | USG-Zawawi Drywall LLC [Member] | USG-Zawawi Drywall LLC [Member] | Zawawi Gypsum LLC [Member] | ||||
Co-venturer [Member] | Co-venturer [Member] | ||||||
Statement [Line Items] | |||||||
Ownership percentage by parent in noncontrolling interest | 50.00% | 55.00% | |||||
Amount paid for our interest in the mining rights | $16 | $17 | $16 | ||||
Percentage of noncontrolling owners in VIE | 50.00% | 45.00% | |||||
Noncontrolling interest in VIE | 13 | ||||||
Gain or loss recognized upon initial consolidation of VIE | 0 | ||||||
Increase in noncontrolling interest | 13 | ||||||
Mining rights | 30 | ||||||
Long-term loan proceeds from venture partner to consolidated VIE | 3 | ||||||
Notes payable to venture partner | 7.5 | 4 | |||||
Payments to fund long term loans to consolidated VIE | 3 | ||||||
Payments life to date to fund long term loans to consolidated VIE | $5 | $3 |
Stockholder_Rights_Plan_Detail
Stockholder Rights Plan (Details Textual) | Sep. 30, 2013 |
Equity [Abstract] | |
Beneficial owner of common stock percentage | 4.90% |
Beneficial owner of common stock percentage in future | 15.00% |
Beneficial ownership percentage post standstill period for Berkshire Hathaway | 50.00% |
Period of review Shareholder Rights Plan | 3 years |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring Charges | ||||
Severance | $0 | $2 | $3 | $3 |
Lease obligations | -1 | 0 | -1 | -1 |
Long-lived asset impairment | 0 | 0 | 0 | 1 |
Other exit costs | 1 | 1 | 1 | 2 |
Total | $0 | $3 | $3 | $5 |
Restructuring_Charges_Details_
Restructuring Charges (Details 1) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Balance | |
Balance as of December 31 | $20 |
Charges | 3 |
Cash payments | -11 |
Balance as of September 30 | 12 |
Severance [Member] | |
Balance | |
Balance as of December 31 | 5 |
Charges | 3 |
Cash payments | -7 |
Balance as of September 30 | 1 |
Lease obligations [Member] | |
Balance | |
Balance as of December 31 | 15 |
Charges | -1 |
Cash payments | -3 |
Balance as of September 30 | 11 |
Other exit costs [Member] | |
Balance | |
Balance as of December 31 | 0 |
Charges | 1 |
Cash payments | -1 |
Balance as of September 30 | $0 |
Restructuring_Charges_Details_1
Restructuring Charges (Details Textual) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Branch | |||
Restructuring and Related Activities [Abstract] | |||
DistributionBranchesClosed | 12 | ||
Total restructuring reserve | $12 | $20 | |
Expected payments remainder of current fiscal year | 2 | ||
Restructuring payments in the next fiscal year | 3 | ||
Restructuring payments due thereafter | $7 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Income Taxes (Textual) [Abstract] | |||||||
Income tax expense | $2 | ($3) | $11 | $1 | $9 | ||
Effective income tax rate | 7.70% | 1.90% | |||||
Income (loss) from continuing operations before income taxes | 26 | -19 | 52 | -109 | |||
Federal net operating loss carryforwards | 2,079 | 2,079 | |||||
Federal alternative minimum tax credit carryforwards | 45 | 45 | |||||
Minimum taxable income needed to fully realize the U.S. federal net deferred tax assets | 2,208 | 2,208 | |||||
Foreign tax credit carryforwards | 8 | 8 | |||||
Expiration of foreign tax credit carryforwards | 1-Jan-15 | ||||||
Deferred tax assets state, net operating loss and tax credit carryforwards | 269 | 269 | |||||
Gross deferred tax assets operating loss and tax credit carry forwards that will expire in current year | 1 | 1 | |||||
Deferred tax assets, foreign operating loss and tax credit carryforwards | 2 | 2 | |||||
Valuation allowance | 1,092 | 1,092 | 1,125 | ||||
Additional valuation allowance against deferred tax assets recorded | 13 | 16 | 4 | ||||
Percentage of change in ownership | 50.00% | ||||||
Period of change in ownership | 3 years | ||||||
Long-term tax-exempt rate | 3.28% | 3.28% | |||||
Time period after the change in which amount of the limitation be increased or decreased by built-in gains or losses | 5 years | ||||||
Approximate annual NOL utilization had an ownership change occurred | 102 | 102 | |||||
Federal [Member] | Minimum [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Expiration date of operating loss carryforwards | 1-Jan-26 | ||||||
Federal [Member] | Maximum [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Expiration date of operating loss carryforwards | 31-Dec-33 | ||||||
State [Member] | Minimum [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Expiration date of operating loss carryforwards | 1-Jan-14 | ||||||
State [Member] | Maximum [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Expiration date of operating loss carryforwards | 31-Dec-33 | ||||||
Due to Change in Realizability of Deferred Tax Asset for Alternative Minimum Tax Credits [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Additional valuation allowance against deferred tax assets recorded | 3 | ||||||
Due to Change in Gross Value of Deferred Tax Assets [Member] | |||||||
Income Taxes (Textual) [Abstract] | |||||||
Additional valuation allowance against deferred tax assets recorded | $1 |
Litigation_Details_Textual
Litigation (Details Textual) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Affiliates of Knauf Percentage Ownership of USG Common Stock | 14.00% |
Loss contingency, estimate of possible loss | $6 |
Receivables related to settlement | 2 |
Accrual potential liability for environmental cleanup | $18 |
Subsequent_Event_Subsequent_Ev
Subsequent Event Subsequent Event (Details textual) (Subsequent Event [Member], USD $) | Oct. 16, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 |
In Millions, unless otherwise specified | Agreement | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] |
Boral Business [Member] | Boral [Member] | |||
Schedule of Equity Method Investments [Line Items] | ||||
Number of share sale and subscription agreements | 2 | |||
Equity Method Investment, Ownership Percentage | 50.00% | |||
Equity Method Investment, Ownership Percentage by Joint Venture Partner | 50.00% | |||
Payments to Acquire Equity Method Investments | $500 | |||
Equity Method Investment, Contingent Consideration Arragements, Range of Outcomes, Value, High | 75 | |||
Payments to Acquire Equity Method Investments, Cash on Hand | 150 | |||
Payments to Acquire Equity Method Investments, Long Term Debt | 350 | |||
Contingent Bridge Loan Facility, Maximum Borrowing Capacity | $350 |