Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | USG CORP |
Entity Central Index Key | 757,011 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 145,645,279 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Net sales | $ 972 | $ 972 | $ 2,851 | $ 2,770 | [1] |
Cost of products sold | 789 | 796 | 2,332 | 2,276 | |
Gross profit | 183 | 176 | 519 | 494 | |
Selling and administrative expenses | 81 | 76 | 237 | 230 | |
Litigation settlement charge | 0 | (48) | 0 | (48) | |
Long-lived asset impairment charges | 0 | 30 | 0 | 30 | |
Gain on disposal of shipping operations, net | 0 | 0 | (1) | 0 | |
Operating profit | 102 | 22 | 283 | 186 | [1] |
Income from equity method investments | 13 | 12 | 35 | 20 | |
Interest expense | (40) | (43) | (123) | (135) | |
Interest income | 0 | 0 | 1 | 1 | |
Loss on extinguishment of debt | 0 | 0 | (19) | 0 | |
Gain on deconsolidation of subsidiaries and consolidated joint ventures | 0 | 0 | 0 | 27 | |
Income (loss) from continuing operations before income taxes | 75 | (9) | 177 | 99 | |
Income tax benefit (expense) | 1 | (2) | 2 | (7) | |
Income (loss) from continuing operations | 76 | (11) | 179 | 92 | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (1) | |
Net income (loss) | 76 | (11) | 179 | 91 | |
Less: Net income attributable to noncontrolling interest | 0 | 1 | 0 | 1 | |
Net income (loss) attributable to USG | $ 76 | $ (12) | $ 179 | $ 90 | |
Earnings (loss) per common share - basic: | |||||
Income (loss) from continuing operations | $ 0.52 | $ (0.09) | $ 1.23 | $ 0.65 | |
Loss from discontinued operations | 0 | 0 | 0 | (0.01) | |
Earnings (loss) per average common share | 0.52 | (0.09) | 1.23 | 0.64 | |
Earnings (loss) per common share - diluted: | |||||
Income (loss) from continuing operations | 0.52 | (0.09) | 1.21 | 0.63 | |
Loss from discontinued operations | 0 | 0 | 0 | (0.01) | |
Earnings (loss) per average diluted common share | $ 0.52 | $ (0.09) | $ 1.21 | $ 0.62 | |
Average common shares | 145,569,692 | 144,646,284 | 145,421,798 | 140,944,207 | |
Average diluted common shares | 147,534,779 | 144,646,284 | 147,223,897 | 147,087,399 | |
[1] | Net sales and operating profit (loss) have been recast for the periods prior to April 1, 2014 to conform with the new presentation of reportable segments. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 76 | $ (11) | $ 179 | $ 91 |
Derivatives qualifying as cash flow hedges: | ||||
Gain/(loss) on derivatives qualifying as cash flow hedges, net of tax of $1, $1, $1, and $1, respectively | 0 | (1) | (1) | 1 |
Less: Reclassification adjustment for gain (loss) on derivatives included in net income, net of tax of $0 in all periods | (2) | 1 | (7) | 4 |
Net derivatives qualifying as cash flow hedges | 2 | (2) | 6 | (3) |
Pension and postretirement benefits: | ||||
Changes in pension and postretirement benefits, net of tax of $1, $1, $2 and $2, respectively | 4 | 3 | 2 | (6) |
Less: Amortization of prior service credit (cost) included in net periodic pension cost, net of tax (benefit) of $0, $0, ($1) and ($1), respectively | (3) | 3 | (6) | 9 |
Net pension and postretirement benefits | 7 | 0 | 8 | (15) |
Foreign currency translation: | ||||
Changes in foreign currency translation, net of tax of $0 in all periods | (52) | (39) | (91) | (28) |
Less: Translation gains realized upon the deconsolidation of foreign subsidiaries, net of tax of $0 in all periods | 0 | 0 | 0 | 5 |
Net foreign currency translation | (52) | (39) | (91) | (33) |
Other comprehensive income (loss), net of tax | (43) | (41) | (77) | (51) |
Comprehensive income (loss) | $ 33 | $ (52) | $ 102 | $ 40 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivatives Qualifying as Hedges, Tax: | ||||
Loss on derivatives qualifying as cash flow hedges, tax expense (benefit) | $ 1 | $ 1 | $ 1 | $ 1 |
Less: Reclassification adjustment for loss on derivatives included in net income, tax expense (benefit) | 0 | 0 | 0 | 0 |
Pension and Other Postretirement Benefit Plans, Tax: | ||||
Changes in pension and postretirement benefits, tax expense (benefit) | 1 | 1 | 2 | 2 |
Less: Amortization of prior service benefit (cost) included in net periodic pension cost, tax expense (benefit) | 0 | 0 | (1) | (1) |
Foreign Currency Translation Adjustment, Tax: | ||||
Changes in foreign currency translation, tax expense (benefit) | 0 | 0 | 0 | 0 |
Less: Translation gains realized upon sale of foreign entities, tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 333 | $ 228 |
Short-term marketable securities | 89 | 96 |
Restricted cash | 9 | 1 |
Receivables (net of reserves - $21 and $22) | 432 | 404 |
Inventories | 316 | 329 |
Income taxes receivable | 5 | 3 |
Deferred income taxes | 43 | 43 |
Other current assets | 86 | 48 |
Total current assets | 1,313 | 1,152 |
Long-term marketable securities | 28 | 58 |
Property, plant and equipment (net of accumulated depreciation and depletion - $1,944 and $1,885) | 1,806 | 1,908 |
Deferred income taxes | 15 | 19 |
Equity method investment, long-term | 657 | 735 |
Other assets | 118 | 122 |
Total assets | 3,937 | 3,994 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 251 | 290 |
Accrued expenses | 207 | 220 |
Current portion of long-term debt | 0 | 4 |
Deferred income taxes | 2 | 0 |
Income taxes payable | 3 | 1 |
Litigation settlement accrual | 9 | 48 |
Total current liabilities | 472 | 563 |
Long-term debt | 2,188 | 2,205 |
Deferred income taxes | 60 | 61 |
Pension and other postretirement benefits | 453 | 491 |
Other liabilities | 248 | 266 |
Total liabilities | 3,421 | 3,586 |
Preferred stock – $1 par value, authorized 36,000,000 shares; outstanding - none | 0 | 0 |
Common stock – $0.10 par value; authorized 200,000,000 shares; issued: 2015 - 145,645,000 shares; 2014 - 144,768,000 shares | 15 | 14 |
Additional paid-in capital | 3,022 | 3,014 |
Accumulated other comprehensive loss | (415) | (338) |
Retained earnings (accumulated deficit) | (2,106) | (2,283) |
Stockholders’ equity of parent | 516 | 407 |
Noncontrolling interest | 0 | 1 |
Total stockholders’ equity including noncontrolling interest | 516 | 408 |
Total liabilities and stockholders’ equity | $ 3,937 | $ 3,994 |
Consolidated Balance Sheets (U6
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Reserves on receivables | $ 21 | $ 22 |
Accumulated depreciation | $ 1,944 | $ 1,885 |
Preferred stock - par value | $ 1 | $ 1 |
Preferred stock - authorized shares | 36,000,000 | 36,000,000 |
Preferred stock - outstanding shares | 0 | 0 |
Common stock - par value | $ 0.10 | $ 0.10 |
Common stock - authorized shares | 200,000,000 | 200,000,000 |
Common stock - issued shares | 145,645,000 | 144,768,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities | ||
Net income (loss) | $ 179 | $ 91 |
Loss from discontinued operations, net of tax | 0 | (1) |
Income from continuing operations | 179 | 92 |
Adjustments to reconcile net income to net cash: | ||
Depreciation, depletion and amortization | 108 | 115 |
Loss on extinguishment of debt | 19 | 0 |
Litigation settlement charge | 0 | 48 |
Long-lived asset impairment charges | 0 | 30 |
Share-based compensation expense | 10 | 16 |
Deferred income taxes | 1 | 4 |
Gain on asset dispositions | (7) | (12) |
Income from equity method investments | (35) | (20) |
Dividends received from equity method investments | 18 | 0 |
Pension Settlement Expense | (1) | 0 |
Gain on deconsolidation of subsidiaries and consolidated joint ventures | 0 | (27) |
(Increase) decrease in working capital, net of deconsolidation of subsidiaries and consolidated joint ventures: | ||
Receivables | (35) | (70) |
Income taxes receivable | (3) | (1) |
Inventories | 13 | (6) |
Other current assets | 2 | (1) |
Payables | (25) | (16) |
Accrued expenses | (65) | (6) |
Decrease in other assets | 4 | 0 |
Decrease in pension and other postretirement benefits | (33) | (48) |
Decrease in other liabilities | (10) | (12) |
Other, net | 13 | (6) |
Net cash provided by operating activities | 153 | 80 |
Investing Activities | ||
Purchases of marketable securities | (96) | (126) |
Sales or maturities of marketable securities | 132 | 166 |
Capital expenditures | (72) | (88) |
Net proceeds from asset dispositions | 45 | 14 |
Investment in joint ventures, including $23 of cash of contributed subsidiaries in 2014 | 0 | (558) |
Insurance proceeds | 2 | 3 |
Return (deposit) of restricted cash | (8) | 4 |
Net cash provided by (used for) investing activities | 3 | (585) |
Financing Activities | ||
Issuance of debt | 350 | 3 |
Repayment of debt | (386) | (62) |
Payment of debt issuance fees | (6) | 0 |
Issuance of common stock | 6 | 4 |
Repurchases of common stock to satisfy employee tax withholding obligations | (8) | (7) |
Net cash used for financing activities | (44) | (62) |
Effect of exchange rate changes on cash | (7) | (2) |
Net cash used for operating activities - discontinued operations | 0 | (1) |
Net increase (decrease) in cash and cash equivalents | 105 | (570) |
Cash and cash equivalents at beginning of period | 228 | 810 |
Cash and cash equivalents at end of period | 333 | 240 |
Supplemental Cash Flow Disclosures: | ||
Interest paid, net of capitalized interest | 128 | 127 |
Income taxes paid, net | 2 | 9 |
Noncash Investing and Financing Activities: | ||
Amount in accounts payable for capital expenditures | 6 | 7 |
Contribution of wholly-owned subsidiaries and joint venture investments as consideration for investment in USG Boral Building Products | 0 | 121 |
Conversion of $75 million of 10% convertible senior notes due 2018, net of discount | 0 | (73) |
Issuance of common stock upon conversion of debt | 0 | 75 |
Accrued interest on debt conversion | $ 0 | $ (2) |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2014USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash on hand at the subsidiaries contributed to UBBP | $ 23 |
Debt Instrument Carrying Amount, Amount Converted | $ 75 |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2015 are not necessarily indicative of the results of operations to be expected for the entire year. Our investments with Boral Limited in the 50/50 joint ventures, USG Boral Building Products or UBBP, commenced on February 27, 2014, and as a result, seven months of results of UBBP were recorded in our accompanying consolidated statement of operations for the nine months ended September 30, 2014 . See Note 2 for further description of our investment in UBBP. Our segments are structured around our key products and business units: Gypsum, Ceilings, Distribution and UBBP. Our Gypsum reportable segment is an aggregation of the operating segments of the gypsum businesses in the United States, Canada, Mexico, and Latin America, our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company, which we have exited. Gypsum manufactures products throughout the United States, Canada, and Mexico. These products include USG Sheetrock ® brand gypsum wallboard and related products including Sheetrock ® brand joint compound, Durock ® brand cement board, Levelrock ® brand gypsum underlayment, Fiberock ® brand gypsum fiber panels, and Securock ® brand glass mat sheathing used for building exteriors and gypsum fiber and glass mat panels used as roof cover board. Our Ceilings reportable segment is an aggregation of the operating segments of the ceilings businesses in the United States, Canada, Mexico, Latin America and, through February 27, 2014, the businesses in the Asia-Pacific region. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and, through February 27, 2014, the Asia-Pacific region. Distribution delivers gypsum wallboard, drywall metal, ceilings products, joint compound and other building products throughout the United States. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East. 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, 2014 , which we filed with the SEC on February 12, 2015 . RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In July 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2015-11, "Simplifying the Measurement of Inventory", which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value for entities that measure inventory using the first-in, first-out (FIFO) or average cost method. The ASU defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standard will be effective for us in the first quarter of 2017, with early adoption permitted. We are evaluating the effect of adopting this standard, but we do not expect the adoption of ASU 2015-11 will have a significant impact to our consolidated financial statements or disclosures. In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)," which updates the disclosure requirements for investments that are measured at net asset value using the practical expedient. These investments are to be removed from the fair value hierarchy and shown as a reconciling item. The standard will be effective for us in the first quarter of 2016, with early adoption permitted. We do not expect that the adoption of ASU 2015-07 will have a significant impact to our consolidated financial statements or disclosures. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit. The standards will be effective for us in the first quarter of 2016, with early adoption permitted. We plan to early adopt the standards as of December 31, 2015. Upon adoption, we would reclassify our deferred debt issuance costs associated with our long-term debt other than our line-of-credit from other assets to long term debt. If adopted as of September 30, 2015 , we would have recorded a reduction in both other assets and long-term debt of $14 million and would have provided additional disclosure. In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to assess, at each annual and interim reporting period, the entity's ability to continue as a going concern within one year of date of the financial statements are issued and provide related disclosures. The new standard will be effective for us for the year ended December 31, 2016, with early adoption permitted. We do not expect that the adoption of ASU 2014-15 will have a significant impact to our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. There are two transition methods available under the new standard, either cumulative effect or retrospective. In August 2015, the FASB issued ASU 2015-14 which defers the mandatory effective date by one year. The standard will be effective for us in the first quarter of 2018, with early adoption permitted, but not before the original effective date. We will adopt the new standard using the modified retrospective approach, which requires the standard be applied only to the most current period presented, with the cumulative effect of initially applying the standard recognized at the date of initial application. We do not expect that the adoption of ASU 2014-09 will have a significant impact to our consolidated financial statements or disclosures. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments Equity method investments as of September 30, 2015 and December 31, 2014 , were as follows: September 30, 2015 December 31, 2014 (dollars in millions) Carrying Value Ownership Percentage Carrying Value Ownership Percentage USG Boral Building Products $ 650 50% $ 689 50% Other equity method investments (a) 44 33% - 50% 46 33% - 50% Total equity method investments $ 694 $ 735 (a) This amount includes our investment in Knauf-USG of $37 million which as of September 30, 2015 is classified as assets held for sale and is included in other current assets. Investment in USG Boral Building Products ("UBBP") On February 27, 2014, we formed the 50 / 50 joint ventures, USG Boral Building Products Pte. Limited, a company organized under the laws of Singapore, and USG Boral Building Products Pty Limited, a company organized under the laws of Australia, with Boral Limited ("Boral"). These joint ventures are herein referred to as USG Boral Building Products, or UBBP. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East (the "Territory"). The products that UBBP manufactures and distributes include products for wall, ceiling, floor lining and exterior systems that utilize gypsum, wallboard, referred to as plasterboard in the Territory, mineral fiber ceiling tiles, steel grid and studs and joint compound. As consideration for our 50% ownership in UBBP, we (i) made a cash payment of $515 million to Boral, which includes a $500 million base price and $15 million of customary estimated working capital and net debt adjustments, (ii) contributed to UBBP our subsidiaries and joint venture investments in China, Singapore, India, Malaysia, New Zealand, Australia, the Middle East and Oman, see Note 15 , and (iii) granted to UBBP licenses to use certain of our intellectual property rights in the Territory. We funded our cash payments with the net proceeds from our October 2013 issuance of $350 million of 5.875% senior notes and cash on hand. In the event certain performance targets are satisfied by UBBP, we will be obligated to pay Boral scheduled earnout payments in an aggregate amount up to $75 million , comprised first of $25 million based on performance during the first three years after closing and then up to $50 million based on performance during the first five years after closing. We recorded a liability representing the present value of the first earnout payment. We have not recorded a liability for the second earnout payment as we have concluded that it is currently not probable that the five-year performance target will be achieved. If our conclusion on the probability of achievement were to change, we will record a liability representing the present value of the second earnout payment with a corresponding increase to our investment. As of September 30, 2015 and December 31, 2014 , our liability for the earnout payments totaled $24 million and $23 million , respectively, and is included in other liabilities on our accompanying consolidated balance sheets. We account for our 50% investment in UBBP using the equity method of accounting, and we initially measured its carrying value at cost of approximately $676 million as of February 27, 2014. Our existing wholly-owned subsidiaries and consolidated variable interest entities that were contributed into the joint ventures were deconsolidated resulting in a gain of $27 million , which is included in our consolidated statement of operations for the nine months ended September 30, 2014 . Approximately $11 million of the gain relates to the remeasurement of our retained investment in the contributed subsidiaries to a fair value, determined using a discounted cash flow model with several inputs, including a weighted-average discount rate of approximately 11% and a weighted-average long-term growth rate of approximately 2% . All of our investments accounted for under the equity method of accounting are initially recorded at cost, and subsequently adjusted for our share of the net income or loss and cash contributions and distributions to or from these entities. Because the underlying net assets in our investments are denominated in a foreign currency, translation gains or losses will impact the recorded value of our investments. Translation gains or losses recorded in other comprehensive income were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Translation loss $ (35 ) $ (24 ) $ (54 ) $ (13 ) During the second quarter of 2015, UBBP's Board of Directors declared and UBBP paid cash dividends on earnings through March 2015 of which our 50% share totaled $18 million . We recorded the cash dividend in operating activities on our cash flow and intend to use the cash dividends to fund the first earnout payment described above. As of September 30, 2015 , the amount of consolidated retained earnings which represents undistributed earnings from UBBP is $48 million . Summarized financial information for our equity method investments is as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 (a) USG Boral Building Products: Net sales $ 250 $ 286 $ 742 $ 655 Gross profit 69 77 200 179 Operating profit 30 31 87 57 Income from continuing operations 25 25 71 42 Net income 25 25 71 42 Net income attributable to USG Boral Building Products 24 24 66 39 USG share of income from investment accounted for using the equity method 12 12 33 19 Other equity method investments: USG share of income from investments accounted for using the equity method 1 — 2 1 Total income from equity method investments 13 12 35 20 (a) Operating results are presented for UBBP for the seven months ended September 30, 2014 . Investment in Knauf-USG On September 15, 2015, we entered into an agreement to sell our 50% interest in the Knauf-USG joint venture to our 50 / 50 joint venture partner, Knauf Aquapanel GmbH, a subsidiary of Gebr. Knauf Verwaltungsgesellschaft KG (Knauf) for €48 million in cash, approximately $54 million (as calculated using the exchange rate as of September 30, 2015). The Knauf-USG joint venture manufactures and distributes Aquapanel ® brand cement-based panels in Europe (excluding Turkey) and all countries that were part of the former Soviet Union. Affiliates of Knauf are the beneficial owners of approximately 10% of USG's outstanding shares of common stock. The sale is expected to close in the fourth quarter of 2015 pending regulatory approval. Upon close of the sale, we anticipate recording a net gain in the range of $3 million to $7 million on disposition. During the second quarter of 2015, our investment in the Knauf-USG joint venture met the criteria for asset held for sale. Accordingly, we have recorded our investment of $37 million as asset held for sale in other current assets on the consolidated balance sheet as of September 30, 2015 . Our equity method income in the Knauf-USG joint venture was $2 million for both the nine months ended September 30, 2015 and 2014 , respectively. |
Long-Lived Asset Impairment Cha
Long-Lived Asset Impairment Charges | 9 Months Ended |
Sep. 30, 2015 | |
Long-Lived Asset Impairment Charges [Abstract] | |
Long-lived asset impairment charges | Long-Lived Asset Impairment Charges Since 2007, we have continuously evaluated our manufacturing needs by considering the capacity of existing and idled plants and production lines, as well as capital projects for manufacturing facilities, relative to the demand assumptions included in our long-range plan. Although industry and economic factors have improved and we believe that the overall economic recovery is intact, they are improving at a slower pace than expected, requiring us to reconsider the future utilization of idled plants and production lines, and capital projects for manufacturing facilities. As a result, in the third quarter of 2014, we recorded asset impairment charges totaling $30 million , which includes the following: (a) $16 million related to the carrying values of machinery, equipment and buildings at our temporarily idled gypsum quarry and wallboard production facility in Empire, Nevada and at our previously idled and now permanently closed gypsum wallboard line in New Orleans, Louisiana. In addition, in the third quarter 2014 we permanently closed our wallboard line in Detroit, Michigan. No impairment charge was recorded with respect to our wallboard line in Detroit, Michigan, as these assets were previously impaired at the time the plant was originally idled. (b) $12 million related to previously incurred and capitalized costs for the construction of two future facilities which we do not anticipate will be built within our planning horizon. (c) $2 million related to the carrying values of machinery, equipment and buildings at our previously idled and now permanently closed paper production line in Gypsum, Ohio. The carrying values of the machinery, equipment and buildings at our temporarily idled facility in Empire, Nevada exceeded the estimated future undiscounted cash flows for the remaining useful lives of the assets due to slower than expected acceleration in the markets served by this facility and our forecasts regarding the timing and future rate of recovery in those markets. Based on these conditions, we do not anticipate that the carrying values of the assets at this facility would be recovered prior to end of the assets’ useful lives, and therefore fully impaired these assets. For the production line in Gypsum, Ohio that we deemed to be permanently closed, we fully impaired the long-lived assets specific to those lines. The long-lived asset impairment charges relate solely to our Gypsum segment. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segments | Segments Our operations are organized into four reportable segments: Gypsum, Ceilings, Distribution and UBBP. See Note 2 for segment results for UBBP. Segment results for our Gypsum, Ceilings and Distribution segments were as follows: Three months ended September 30, Nine months ended September 30, (millions) 2015 2014 2015 2014 (c) Net Sales : Gypsum $ 610 $ 621 $ 1,804 $ 1,778 Ceilings (a) 130 137 384 392 Distribution 378 359 1,076 1,003 Eliminations (146 ) (145 ) (413 ) (403 ) Total $ 972 $ 972 $ 2,851 $ 2,770 Operating Profit (Loss) : Gypsum (b) $ 89 $ 12 $ 255 $ 172 Ceilings (a) 24 30 70 69 Distribution 9 4 22 9 Corporate (25 ) (23 ) (72 ) (65 ) Eliminations 5 (1 ) 8 1 Total $ 102 $ 22 $ 283 $ 186 (a) Ceilings' net sales and operating profit for the nine months ended September 30, 2014 includes the results, through February 27, 2014, of our wholly-owned subsidiaries and consolidated joint ventures that were contributed to UBBP. (b) Gypsum's operating profit for both the three and nine months ended September 30, 2014 included long-lived asset impairment charges of $30 million and a litigation settlement charge of $48 million . See notes 3 and 17 , respectively. (c) Net sales and operating profit (loss) have been recast for the periods prior to April 1, 2014 to conform with the new presentation of reportable segments. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings 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 market share units, or MSUs, performance shares, restricted stock units, or RSUs, stock options, deferred shares associated with our deferred compensation program for non-employee directors and, for the applicable periods, the potential conversion of our 10% convertible senior notes due 2018, which were converted into common stock in April 2014. 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) 2015 2014 2015 2014 Income (loss) from continuing operations $ 76 $ (11 ) $ 179 $ 92 Less: Net income attributable to noncontrolling interest — 1 — 1 Income (loss) from continuing operations attributable to USG 76 (12 ) 179 91 Loss from discontinued operations — — — (1 ) Net income (loss) attributable to USG 76 (12 ) 179 90 Effect of dilutive securities - 10% convertible senior notes — — — 2 Income (loss) available to shareholders $ 76 $ (12 ) $ 179 $ 92 Average common shares 145.6 144.6 145.4 140.9 Dilutive RSUs, MSUs, performance shares and stock options 1.8 — 1.6 2.5 Common shares issuable upon conversion of our 10% convertible senior notes — — — 3.5 Deferred shares associated with a deferred compensation program for non-employee directors 0.1 — 0.2 0.2 Average diluted common shares 147.5 144.6 147.2 147.1 Earnings (loss) per average common share: Income (loss) from continuing operations $ 0.52 $ (0.09 ) $ 1.23 $ 0.65 Loss from discontinued operations — — — (0.01 ) Earnings (loss) per average common share $ 0.52 $ (0.09 ) $ 1.23 $ 0.64 Diluted earnings (loss) per average common share: Income (loss) from continuing operations $ 0.52 $ (0.09 ) $ 1.21 $ 0.63 Loss from discontinued operations — — — (0.01 ) Earnings (loss) per average diluted common share $ 0.52 $ (0.09 ) $ 1.21 $ 0.62 MSUs, performance shares, RSUs, and stock options and deferred shares associated with our deferred compensation program for non-employee directors 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) 2015 2014 2015 2014 MSUs, performance shares, RSUs and stock options 1.8 5.6 1.9 2.7 Deferred shares associated with a deferred compensation program for non-employee directors — 0.1 — — |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
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 accompanying consolidated balance sheets. Proceeds received from sales and maturities of marketable securities were $132 million for the nine months ended September 30, 2015 . Our investments in marketable securities consisted of the following: As of September 30, 2015 As of December 31, 2014 (millions) Amortized Cost Fair Value Amortized Cost Fair Value Corporate debt securities $ 79 $ 79 $ 93 $ 93 U.S. government and agency debt securities 9 9 22 22 Asset-backed debt securities 15 15 17 17 Certificates of deposit 11 11 18 18 Municipal debt securities 3 3 4 4 Total marketable securities $ 117 $ 117 $ 154 $ 154 The realized and unrealized gains and losses for the three and nine months ended September 30, 2015 and 2014 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, 2015 were as follows: (millions) Amortized Cost Fair Value Due in 1 year or less $ 89 $ 89 Due in 1-5 years 28 28 Total marketable securities $ 117 $ 117 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, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are included in other assets on our accompanying consolidated balance sheets. Intangible assets with definite lives are amortized. These assets are summarized as follows: As of September 30, 2015 As of December 31, 2014 (millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Intangible Assets with Definite Lives: Customer relationships $ 70 $ (60 ) $ 10 $ 70 $ (54 ) $ 16 Other 9 (7 ) 2 9 (7 ) 2 Total $ 79 $ (67 ) $ 12 $ 79 $ (61 ) $ 18 Total amortization expense was $2 million and $6 million for the three and nine months ended September 30, 2015 and 2014, respectively. Estimated amortization expense for the remainder of 2015 and for future years is as follows: (millions) 2015 2016 2017 2018 and thereafter Estimated future amortization expense $ 2 $ 7 $ 2 $ 1 Intangible assets with indefinite lives are not amortized. These assets are summarized as follows: As of September 30, 2015 As of December 31, 2014 (millions) Gross Carrying Amount Accumulated Impairment Charges Net Gross Carrying Amount Accumulated Impairment Charges Net Intangible Assets with Indefinite Lives: Trade names $ 22 $ — $ 22 $ 22 $ — $ 22 Other 9 (1 ) 8 9 (1 ) 8 Total $ 31 $ (1 ) $ 30 $ 31 $ (1 ) $ 30 As of December 31, 2014 , approximately $5 million of other indefinite-lived intangible assets met the criteria to be classified as held for sale and therefore were included in other current assets on our accompanying consolidated balance sheet. As of September 30, 2015 , these indefinite-lived intangible assets were no longer recorded as held for sale. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt, including the current portion of long-term debt, consisted of the following: (millions) September 30, December 31, 5.5% senior notes due 2025 $ 350 $ — 5.875% senior notes due 2021 350 350 6.3% senior notes due 2016 500 500 7.75% senior notes due 2018, net of discount 500 500 7.875% senior notes due 2020, net of discount 249 249 8.375% senior notes due 2018 — 350 Ship mortgage facility (includes current portion of long-term debt: 2015 - $0, 2014 - $4) — 21 Industrial revenue bonds (due 2028 through 2034) 239 239 Total $ 2,188 $ 2,209 REPURCHASE OF SENIOR NOTES In the first quarter of 2015, we repurchased $350 million of our 8.375% Senior Notes due in 2018, or the 2018 Senior Notes, through both a cash tender offer and a subsequent notice of redemption of the remaining 2018 Senior Notes. On February 24, 2015, we completed a cash tender offer pursuant to which we repurchased $126 million of the 2018 Senior Notes for aggregate consideration, including tender offer premium and accrued and unpaid interest, of $135 million . On March 26, 2015, we repurchased the remaining $224 million of the 2018 Senior Notes for aggregate consideration, including premiums and accrued and unpaid interest, of $242 million . As a result of the repurchases, we recorded a loss on early extinguishment of debt of $19 million including premiums and write-off of deferred financing fees. ISSUANCE OF SENIOR NOTES On February 24, 2015 we issued $350 million of 5.5% senior notes due March 1, 2025, or the 2025 Senior Notes. The net proceeds from the issuance of the 2025 Senior Notes and cash on hand were used to fund the repurchases of the 2018 Senior Notes and all related costs and expenses. The 2025 Senior Notes were recorded on the accompanying consolidated balance sheets at $350 million . We deferred approximately $6 million of financing costs that are being amortized to interest expense over the term of the notes. Our obligations under the 2025 Senior Notes are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries. The notes are redeemable at any time, or in part from time to time, at our option on or after March 1, 2020 at stated redemption prices, plus any accrued and unpaid interest to the redemption date. In addition, we may redeem the notes at our option at any time prior to March 1, 2020, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus the applicable premium as of, and any accrued and unpaid interest on the principal amount being redeemed to, the redemption date. The 2025 Senior Notes contain a provision the same as or similar to the provision in our other senior notes that requires us to offer to purchase those notes at 101% of their principal amount (plus accrued and unpaid interest) in the event of a change in control. The indenture governing the 2025 Senior Notes contains events of default, covenants and restrictions that are substantially the same as those governing our other senior notes, including a limitation on our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness. SHIP MORTGAGE FACILITY In February 2015, as consideration for the consent of DVB Bank SE, as lender, agent and security trustee of the secured loan facility agreement, to allow Gypsum Transportation Limited, or GTL, to enter into certain future contracts of affreightment, GTL voluntarily repaid $2 million of the outstanding loan balance under its secured loan facility. The repayment provisions of the secured loan facility were not otherwise modified. The voluntary payment was not classified in the current portion of long-term debt on our accompanying consolidated balance sheet as of December 31, 2014 . GTL also repaid $1 million in the first quarter of 2015 in accordance with the terms of the original loan facility agreement. In April 2015, in connection with the sale of two self-unloading vessels, GTL repaid the outstanding loan balance of $18 million . See Note 18 for discussion of GTL. 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, 2015 , and outstanding letters of credit, borrowings available under the credit facility were approximately $335 million , including $50 million for CGC. As of September 30, 2015 and during the quarter then-ended, there were no borrowings under the facility. Had there been any borrowings as of that date, the applicable interest rate would have been 2.08% for loans in the US and 2.54% for loans in Canada. Outstanding letters of credit totaled $49 million as of September 30, 2015 . The fair value of our debt was approximately $2.293 billion as of September 30, 2015 and $2.338 billion as of December 31, 2014 . The fair values were based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, are classified as Level 2 inputs. See Note 10 for further discussion on fair value measurements and classifications. As of September 30, 2015 , we were in compliance with the covenants contained in our credit facilities. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
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 three 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, 2015 , we had 25 million mmBTUs (millions of British Thermal Units) in aggregate notional amount of outstanding natural gas swap contracts to hedge forecasted purchases. All of these contracts mature by December 31, 2017 . For contracts designated as cash flow hedges, the net unrealized loss that remained in accumulated other comprehensive income (loss), or AOCI, as of September 30, 2015 was $18 million and as of December 31, 2014 was $20 million . No ineffectiveness was recorded on contracts designated as cash flow hedges in the first nine months of both 2015 and 2014 . 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 a $3 million unrealized loss as of September 30, 2015 and a $5 million unrealized loss as of December 31, 2014. 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 $118 million as of September 30, 2015 , and they mature by December 23, 2016 . These forward contracts are designated as cash flow hedges and no ineffectiveness was recorded in the first nine months of both 2015 and 2014 . 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 unrealized gain of $8 million and $3 million as of September 30, 2015 and December 31, 2014, respectively. In the third quarter of 2015, we entered into foreign exchange forward contracts to hedge a portion of our net investment in our Knauf-USG joint venture. The notional amount of these contracts was $35 million as of September 30, 2015, and they mature on November 16, 2015. These forward contracts are designated as net investment hedges and no ineffectiveness was recorded in the third quarter of 2015. Gains and losses on derivatives designated as net investment hedges, to the extent they are effective as hedges, remain in AOCI until such point when the investment is either sold or liquidated. The fair value of these contracts that remained in AOCI was an immaterial gain as of September 30, 2015. 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, 2015 , our derivatives were in a $12 million net liability 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. All of 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 required by certain of our agreements, we had $18 million of collateral posted with our counterparties related to our derivatives as of September 30, 2015 . Amounts paid as cash collateral are included in receivables on our accompanying consolidated balance sheet. 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, 2015 and 2014 . Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) (millions) 2015 2014 2015 2014 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ (5 ) $ (3 ) Cost of products sold $ (4 ) $ — Foreign exchange contracts 6 3 Cost of products sold 2 1 Derivatives in Net Investment Hedging Relationships Foreign exchange contracts — — Other income, net — — Total $ 1 $ — $ (2 ) $ 1 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income (millions) 2015 2014 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ (1 ) $ (1 ) Total $ (1 ) $ (1 ) The following are the pretax effects of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 2015 and 2014 . Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) (millions) 2015 2014 2015 2014 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ (9 ) $ (1 ) Cost of products sold $ (11 ) $ 2 Foreign exchange contracts 9 3 Cost of products sold 4 2 Derivatives in Net Investment Hedging Relationships Foreign exchange contracts — — Other income, net — — Total $ — $ 2 $ (7 ) $ 4 Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives (millions) 2015 2014 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ (1 ) $ — Total $ (1 ) $ — The following are the fair values of derivative instruments and the location on our accompanying consolidated balance sheets as of September 30, 2015 and December 31, 2014 . Balance Sheet Location Fair Value Balance Sheet Location Fair Value (millions) 9/30/15 12/31/14 9/30/15 12/31/14 Derivatives in Cash Flow Hedging Relationships Commodity contracts Other current assets $ 1 $ 1 Accrued expenses $ 13 $ 14 Commodity contracts Other assets 1 — Other liabilities 6 7 Foreign exchange contracts Other current assets 7 3 Accrued expenses — — Foreign exchange contracts Other assets 1 — Other liabilities — — Total derivatives in cash flow hedging relationships $ 10 $ 4 $ 19 $ 21 Derivatives Not Designated as Hedging Instruments Commodity contracts Other current assets $ — $ — Accrued expenses $ 3 $ 4 Commodity contracts Other assets — — Other liabilities — 1 Total derivatives not designated as hedging instruments $ — $ — $ 3 $ 5 Total derivatives Total assets $ 10 $ 4 Total liabilities $ 22 $ 26 As of September 30, 2015 , we had no derivatives designated as fair value hedges. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
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, but are subject to fair value adjustments in certain circumstances, 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. Equity mutual funds are valued based on quoted markets 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 marketable securities and derivatives and have classified them as Level 2. 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. 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. Our assets and liabilities measured at fair value on a recurring basis were as follows: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (millions) 9/30/15 12/31/14 9/30/15 12/31/14 9/30/15 12/31/14 9/30/15 12/31/14 Cash equivalents $ 211 $ 93 $ 22 $ 32 $ — $ — $ 233 $ 125 Equity mutual funds 4 4 — — — — 4 4 Marketable securities: Corporate debt securities — — 79 93 — — 79 93 U.S. government and agency debt securities — — 9 22 — — 9 22 Asset-backed debt securities — — 15 17 — — 15 17 Certificates of deposit — — 11 18 — — 11 18 Municipal debt securities — — 3 4 — — 3 4 Derivative assets — — 10 4 — — 10 4 Derivative liabilities — — (22 ) (26 ) — — (22 ) (26 ) During the third quarter of 2014, we reviewed our property, plant and equipment for potential impairment by comparing the carrying values of those assets with their fair values as estimated using the future undiscounted cash flows for their remaining useful lives. As disclosed in Note 3 , we recorded long-lived asset impairment charges of $30 million for the third quarter of 2014. We measured the fair value of the machinery, equipment and buildings as of September 30, 2014 using measurements classified as Level 3. |
Employee Retirement Plans
Employee Retirement Plans | 9 Months Ended |
Sep. 30, 2015 | |
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) 2015 2014 2015 2014 Pension: Service cost of benefits earned $ 12 $ 9 $ 37 $ 27 Interest cost on projected benefit obligation 16 16 50 49 Expected return on plan assets (20 ) (20 ) (62 ) (60 ) Settlement 1 — 1 — Net amortization 10 7 29 19 Net pension cost $ 19 $ 12 $ 55 $ 35 Postretirement: Service cost of benefits earned $ 1 $ 1 $ 2 $ 2 Interest cost on projected benefit obligation 1 1 4 5 Net amortization (8 ) (8 ) (24 ) (26 ) Net postretirement benefit $ (6 ) $ (6 ) $ (18 ) $ (19 ) During the first nine months of 2015 , we made cash contributions of $50 million to the USG Corporation Retirement Plan Trust, $6 million to our pension plan in Canada, and $4 million , in aggregate, to certain other domestic pension plans. We expect to make total contributions to our pension plans in 2015 of approximately $62 million . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation During the first nine months of 2015 , we granted share-based compensation in the form of market share units, or MSUs, performance shares, and restricted stock units, or RSUs, 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. Awards granted during the first nine months of 2015 and assumptions used to determine fair value were as follows: MSUs Performance Shares RSUs Awards granted 473,728 147,290 92,000 Weighted average fair value $ 30.06 $ 30.63 $ 28.66 Expected volatility 42.70 % 42.70 % N/A Risk-free rate (a) 1.09 % 1.09 % N/A Expected term (in years) (b) 2.95 2.95 N/A Expected dividends — — N/A (a) The risk-free rate was based on zero coupon U.S. government issues at the time of grant. (b) The expected term represents the period from the valuation date to the end of the performance period. MARKET SHARE UNITS The MSUs granted during the first nine months of 2015 generally vest after a three -year period based on our actual stock price performance during such period. 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 2015 . Awards earned will be issued at the end of the three -year period. MSUs may vest earlier in the case of a change in control in most circumstances only if there is also a related loss of employment or diminution of duties. 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 in the table above. Volatility was based on stock price history immediately prior to grant for a period commensurate with the remaining life of the plan. PERFORMANCE SHARES The performance shares granted during the first nine months of 2015 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 awarded depending on that relative performance. Generally, vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, or retirement, 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 in the table above. Volatility was based on stock price history immediately prior to grant for a period commensurate with the remaining life of the plan. RESTRICTED STOCK UNITS The RSUs granted during the first nine months of 2015 vest after a specified number of years from the date of grant or at a specified date. Generally, RSUs may vest earlier in the case of death, disability, or a change in control, provided that RSUs granted after 2012 will vest upon a change in control in most circumstances only if there is also a related loss of employment or diminution of duties. 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. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information INVENTORIES Total inventories consisted of the following: (millions) September 30, 2015 December 31, 2014 Finished goods $ 216 $ 232 Work in progress 35 35 Raw materials 65 62 Total $ 316 $ 329 ASSET RETIREMENT OBLIGATIONS Changes in the liability for asset retirement obligations consisted of the following: Nine months ended September 30, (millions) 2015 2014 Balance as of January 1 $ 123 $ 132 Accretion expense 6 6 Liabilities incurred 1 1 Changes in estimated cash flows (a) (4 ) (13 ) Liabilities settled (2 ) (2 ) Foreign currency translation (4 ) (2 ) Balance as of September 30 $ 120 $ 122 (a) Changes in estimated cash flows for the nine months ended September 30, 2014 included changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014. ACCRUED INTEREST Interest accrued on our debt as of September 30, 2015 and December 31, 2014 was $36 million and $45 million , respectively, and is included in accrued expenses on our accompanying consolidated balance sheets. ASSETS HELD FOR SALE As of September 30, 2015 , assets held for sale totaled $41 million , which included port facilities in Mexico and our investment in the Knauf-USG joint venture. We anticipate recording a net gain in the range of $6 million to $8 million on the sale of the port facilities, which is expected to close in the fourth quarter of 2015 pending regulatory approval. See Note 2 for additional discussion over the sale of our investment in the Knauf-USG joint venture. As of December 31, 2014 , assets held for sale totaled $5 million , which reflected other indefinite-lived intangible assets. Assets held for sale are classified as other current assets in our accompanying consolidated balance sheets. In June 2014, we sold surplus property for a gain of $12 million which is included in cost of products sold in our statement of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 were as follows: Derivatives Defined Benefit Plans Foreign Currency Translation AOCI (millions) 2015 2014 2015 2014 2015 2014 2015 2014 Balance as of January 1 $ 16 $ 35 $ (302 ) $ (32 ) $ (52 ) $ 21 $ (338 ) $ 24 Other comprehensive income (loss) before reclassifications, net of tax (1 ) 1 2 (6 ) (91 ) (28 ) (90 ) (33 ) Less: Amounts reclassified from AOCI, net of tax (7 ) 4 (6 ) 9 — 5 (13 ) 18 Net other comprehensive income (loss) 6 (3 ) 8 (15 ) (91 ) (33 ) (77 ) (51 ) Balance as of September 30 $ 22 $ 32 $ (294 ) $ (47 ) $ (143 ) $ (12 ) $ (415 ) $ (27 ) Amounts reclassified from AOCI, net of tax, for the three months and nine months ended September 30, 2015 and 2014 , were as follows: Three months ended September 30, Nine months ended September 30, (millions) 2015 2014 2015 2014 Derivatives Net reclassification from AOCI for cash flow hedges included in cost of products sold $ (2 ) $ 1 $ (7 ) $ 4 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — — — Net amount reclassified from AOCI $ (2 ) $ 1 $ (7 ) $ 4 Defined Benefit Plans Net reclassification from AOCI for amortization of prior service cost included in cost of products sold $ (1 ) $ 2 $ (3 ) $ 5 Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses (2 ) 1 (4 ) 3 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — (1 ) (1 ) Net amount reclassified from AOCI $ (3 ) $ 3 $ (6 ) $ 9 Foreign Currency Translation Net reclassification from AOCI for translation gains realized upon the deconsolidation of foreign subsidiaries included in selling and administrative expenses $ — $ — $ — $ 5 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — — — Net amount reclassified from AOCI $ — $ — $ — $ 5 We estimate that we will reclassify a net $7 million after-tax loss on derivatives from AOCI to earnings within the next 12 months. |
Oman Investment
Oman Investment | 9 Months Ended |
Sep. 30, 2015 | |
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. 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, that now operates a low cost wallboard plant in Oman. We accounted for the acquisition of the mining rights as an asset acquisition and measured our interest in the mining rights at our cost. We determined that both entities were variable interest entities (VIEs), and, as such, we consolidated the VIEs through February 27, 2014 when our interests in ZGL and ZDL were contributed to UBBP. See Note 2 , Equity Method Investments. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In the third quarter of 2015 , we recorded an income tax benefit of approximately $1 million . 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 domestic income or loss before income taxes does not generate a corresponding income tax expense or benefit. In the nine months ended September 30, 2015 , we recorded an income tax benefit of approximately $2 million . The income tax benefit for the nine months reflects audit closures in certain foreign jurisdictions and the refundable credit for the alternative minimum tax (AMT) credit carryforward utilized on the federal income tax return, offset by state and local and foreign jurisdiction tax expense. As of September 30, 2015 , we had federal net operating loss, or NOL, carryforwards of approximately $1.790 billion that are available to offset future federal taxable income and will expire in the years 2026 through 2032 , 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 $43 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 $1.913 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 if unused in 2015 . As of September 30, 2015 , we had a gross deferred tax asset related to our state NOLs and tax credit carryforwards of $238 million , of which $1 million will expire in 2015 . The remainder will expire if unused in years 2016 through 2033 . We also had NOL and tax credit carryforwards in various foreign jurisdictions in the amount of $1 million as of September 30, 2015 , against which we have maintained a valuation allowance. During periods prior to 2015 , we established a valuation allowance against our deferred tax assets totaling $1.023 billion . During the first nine months of 2015 , we recorded a decrease in the valuation allowance against our deferred tax assets of $75 million resulting in a deferred tax asset valuation allowance of $948 million as of September 30, 2015 . The decrease in the valuation allowance primarily related to a decrease in composition of the underlying deferred tax assets based on year-to-date earnings, the use of NOL carryforwards offsetting those earnings, and the planned repatriation of undistributed foreign earnings for our shipping operations and equity method investment in Knauf-USG. 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. During the fourth quarter of 2015, we may realize a four year cumulative accounting profit in the U.S. If this occurs, we will also consider all other positive and negative evidence to determine the realizability of our deferred tax assets and the need for a full, or partial, valuation allowance. Any reversal of our valuation allowance will favorably impact our results of operations in the period of reversal. 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 2.82% for September 2015 . 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, 2015 , our annual U.S. federal NOL utilization would have been limited to approximately $109 million per year. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation WALLBOARD PRICING CLASS ACTION LAWSUITS In late 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. One group of plaintiffs brings their claims on behalf of 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. The second group of plaintiffs brings their claims on behalf of indirect purchasers of gypsum wallboard 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. Similar lawsuits have been filed in Quebec, Ontario and British Columbia courts on behalf of purchasers of wallboard in Canada. The Canadian lawsuits also name as defendants CGC Inc., our Canadian operating subsidiary, as well as other Canadian and U.S. wallboard manufacturers. USG has denied the allegations made in these wallboard pricing lawsuits, believes these cases are without merit, and that USG’s pricing and selling policies were and are made independently and in full compliance with the law. Class action antitrust litigation in the United States, however, is expensive, protracted, and carries the risk of triple damages and joint and several liability. To avoid the expense, risk and further distraction of management, in late 2014, we agreed to a settlement of the U.S. direct and indirect purchaser plaintiff class actions and in the third quarter of 2014, we recorded a $48 million charge for the settlements ( $39.25 million for the direct purchaser settlement and $8.75 million for the indirect purchaser settlement). On August 20, 2015, the court entered final judgment orders approving both the direct and indirect purchaser settlements. No member of the direct purchaser class appealed from the final judgment order approving the direct purchaser settlement, and therefore, that settlement should be final. One person appealed from the final judgment order approving the indirect purchaser settlement, and therefore that settlement is not yet final. We believe that the appeal is without merit and that the indirect purchaser settlement order will be affirmed on appeal, but the indirect purchaser settlement will not become final unless and until the appeal is favorably resolved. The settlement of the U.S. class action lawsuits described above does not include the Canadian lawsuits. At this stage of the Canadian lawsuits, we are not able to estimate the amount, if any, of any reasonably possible loss or range of reasonably possible losses. We believe, however, that these Canadian lawsuits will not have a material effect on our business, financial condition, operating results or cash flows. In addition to the class action lawsuits, in the first quarter of 2015, USG and seven other wallboard manufacturers were named as defendants in a lawsuit filed in federal court in California by twelve homebuilders asserting individual claims similar to the claims asserted in the U.S. class action lawsuits. These homebuilders opted out of the class action settlements, and their lawsuit has been transferred to the United States District Court for the Eastern District of Pennsylvania that is presiding over the U.S. class action lawsuits. We believe that the cost, if any, of resolving these homebuilders’ claims will not materially increase our exposure above the $48 million agreed to in the U.S. class action settlements. 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 both September 30, 2015 and December 31, 2014 , we had an accrual of $16 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 business, financial condition, operating results 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 performance or 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 business, financial condition, operating results or cash flows. |
Gypsum Transportation Limited
Gypsum Transportation Limited | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Gypsum Transportation Limited In April 2015, we completed the sale of our two self-unloading ocean vessels owned by Gypsum Transportation Limited, or GTL, for $42 million and recorded a gain of $7 million on the disposition. With a portion of the proceeds from the sale, GTL repaid the outstanding loan balance of $18 million under GTL’s secured loan facility agreement with DVB Bank SE and paid applicable selling costs. Additionally, we returned the third vessel leased by GTL and paid $7 million of early termination costs which were previously accrued for in the fourth quarter of 2014. In the second quarter 2015, GTL incurred charges of $6 million to exit our shipping operations. The net impact of the gain on the sale of the vessels and charges incurred to wind down the shipping operations of $1 million is recorded in “Gain on disposal of shipping operations, net” on the consolidated statement of operations. GTL recorded operating profit of $0 million and $1 million for the three and nine months ended September 30, 2015 , respectively, compared with operating profit of $5 million and $19 million for the three and nine months ended September 30, 2014 , respectively. |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized financial information for our equity method investments is as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 (a) USG Boral Building Products: Net sales $ 250 $ 286 $ 742 $ 655 Gross profit 69 77 200 179 Operating profit 30 31 87 57 Income from continuing operations 25 25 71 42 Net income 25 25 71 42 Net income attributable to USG Boral Building Products 24 24 66 39 USG share of income from investment accounted for using the equity method 12 12 33 19 Other equity method investments: USG share of income from investments accounted for using the equity method 1 — 2 1 Total income from equity method investments 13 12 35 20 (a) Operating results are presented for UBBP for the seven months ended September 30, 2014 . Equity method investments as of September 30, 2015 and December 31, 2014 , were as follows: September 30, 2015 December 31, 2014 (dollars in millions) Carrying Value Ownership Percentage Carrying Value Ownership Percentage USG Boral Building Products $ 650 50% $ 689 50% Other equity method investments (a) 44 33% - 50% 46 33% - 50% Total equity method investments $ 694 $ 735 (a) This amount includes our investment in Knauf-USG of $37 million which as of September 30, 2015 is classified as assets held for sale and is included in other current assets. Translation gains or losses recorded in other comprehensive income were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Translation loss $ (35 ) $ (24 ) $ (54 ) $ (13 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Net sales and operating profit (loss) by segment | Segment results for our Gypsum, Ceilings and Distribution segments were as follows: Three months ended September 30, Nine months ended September 30, (millions) 2015 2014 2015 2014 (c) Net Sales : Gypsum $ 610 $ 621 $ 1,804 $ 1,778 Ceilings (a) 130 137 384 392 Distribution 378 359 1,076 1,003 Eliminations (146 ) (145 ) (413 ) (403 ) Total $ 972 $ 972 $ 2,851 $ 2,770 Operating Profit (Loss) : Gypsum (b) $ 89 $ 12 $ 255 $ 172 Ceilings (a) 24 30 70 69 Distribution 9 4 22 9 Corporate (25 ) (23 ) (72 ) (65 ) Eliminations 5 (1 ) 8 1 Total $ 102 $ 22 $ 283 $ 186 (a) Ceilings' net sales and operating profit for the nine months ended September 30, 2014 includes the results, through February 27, 2014, of our wholly-owned subsidiaries and consolidated joint ventures that were contributed to UBBP. (b) Gypsum's operating profit for both the three and nine months ended September 30, 2014 included long-lived asset impairment charges of $30 million and a litigation settlement charge of $48 million . See notes 3 and 17 , respectively. (c) Net sales and operating profit (loss) have been recast for the periods prior to April 1, 2014 to conform with the new presentation of reportable segments. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic earnings per share to diluted earnings 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) 2015 2014 2015 2014 Income (loss) from continuing operations $ 76 $ (11 ) $ 179 $ 92 Less: Net income attributable to noncontrolling interest — 1 — 1 Income (loss) from continuing operations attributable to USG 76 (12 ) 179 91 Loss from discontinued operations — — — (1 ) Net income (loss) attributable to USG 76 (12 ) 179 90 Effect of dilutive securities - 10% convertible senior notes — — — 2 Income (loss) available to shareholders $ 76 $ (12 ) $ 179 $ 92 Average common shares 145.6 144.6 145.4 140.9 Dilutive RSUs, MSUs, performance shares and stock options 1.8 — 1.6 2.5 Common shares issuable upon conversion of our 10% convertible senior notes — — — 3.5 Deferred shares associated with a deferred compensation program for non-employee directors 0.1 — 0.2 0.2 Average diluted common shares 147.5 144.6 147.2 147.1 Earnings (loss) per average common share: Income (loss) from continuing operations $ 0.52 $ (0.09 ) $ 1.23 $ 0.65 Loss from discontinued operations — — — (0.01 ) Earnings (loss) per average common share $ 0.52 $ (0.09 ) $ 1.23 $ 0.64 Diluted earnings (loss) per average common share: Income (loss) from continuing operations $ 0.52 $ (0.09 ) $ 1.21 $ 0.63 Loss from discontinued operations — — — (0.01 ) Earnings (loss) per average diluted common share $ 0.52 $ (0.09 ) $ 1.21 $ 0.62 |
Schedule of anti-dilutive securities excluded from computation of earnings per share | MSUs, performance shares, RSUs, and stock options and deferred shares associated with our deferred compensation program for non-employee directors 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) 2015 2014 2015 2014 MSUs, performance shares, RSUs and stock options 1.8 5.6 1.9 2.7 Deferred shares associated with a deferred compensation program for non-employee directors — 0.1 — — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in marketable securities | Our investments in marketable securities consisted of the following: As of September 30, 2015 As of December 31, 2014 (millions) Amortized Cost Fair Value Amortized Cost Fair Value Corporate debt securities $ 79 $ 79 $ 93 $ 93 U.S. government and agency debt securities 9 9 22 22 Asset-backed debt securities 15 15 17 17 Certificates of deposit 11 11 18 18 Municipal debt securities 3 3 4 4 Total marketable securities $ 117 $ 117 $ 154 $ 154 |
Contractual maturities of marketable securities | Contractual maturities of marketable securities as of September 30, 2015 were as follows: (millions) Amortized Cost Fair Value Due in 1 year or less $ 89 $ 89 Due in 1-5 years 28 28 Total marketable securities $ 117 $ 117 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets with definitive lives | Intangible assets with definite lives are amortized. These assets are summarized as follows: As of September 30, 2015 As of December 31, 2014 (millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Intangible Assets with Definite Lives: Customer relationships $ 70 $ (60 ) $ 10 $ 70 $ (54 ) $ 16 Other 9 (7 ) 2 9 (7 ) 2 Total $ 79 $ (67 ) $ 12 $ 79 $ (61 ) $ 18 |
Estimated annual amortization expense intangible assets | Estimated amortization expense for the remainder of 2015 and for future years is as follows: (millions) 2015 2016 2017 2018 and thereafter Estimated future amortization expense $ 2 $ 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, 2015 As of December 31, 2014 (millions) Gross Carrying Amount Accumulated Impairment Charges Net Gross Carrying Amount Accumulated Impairment Charges Net Intangible Assets with Indefinite Lives: Trade names $ 22 $ — $ 22 $ 22 $ — $ 22 Other 9 (1 ) 8 9 (1 ) 8 Total $ 31 $ (1 ) $ 30 $ 31 $ (1 ) $ 30 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 5.5% senior notes due 2025 $ 350 $ — 5.875% senior notes due 2021 350 350 6.3% senior notes due 2016 500 500 7.75% senior notes due 2018, net of discount 500 500 7.875% senior notes due 2020, net of discount 249 249 8.375% senior notes due 2018 — 350 Ship mortgage facility (includes current portion of long-term debt: 2015 - $0, 2014 - $4) — 21 Industrial revenue bonds (due 2028 through 2034) 239 239 Total $ 2,188 $ 2,209 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 . Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) (millions) 2015 2014 2015 2014 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ (5 ) $ (3 ) Cost of products sold $ (4 ) $ — Foreign exchange contracts 6 3 Cost of products sold 2 1 Derivatives in Net Investment Hedging Relationships Foreign exchange contracts — — Other income, net — — Total $ 1 $ — $ (2 ) $ 1 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income (millions) 2015 2014 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ (1 ) $ (1 ) Total $ (1 ) $ (1 ) The following are the pretax effects of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 2015 and 2014 . Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) (millions) 2015 2014 2015 2014 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ (9 ) $ (1 ) Cost of products sold $ (11 ) $ 2 Foreign exchange contracts 9 3 Cost of products sold 4 2 Derivatives in Net Investment Hedging Relationships Foreign exchange contracts — — Other income, net — — Total $ — $ 2 $ (7 ) $ 4 Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives (millions) 2015 2014 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ (1 ) $ — Total $ (1 ) $ — |
Fair values of derivative instruments and the location on the consolidated balance sheets | he following are the fair values of derivative instruments and the location on our accompanying consolidated balance sheets as of September 30, 2015 and December 31, 2014 . Balance Sheet Location Fair Value Balance Sheet Location Fair Value (millions) 9/30/15 12/31/14 9/30/15 12/31/14 Derivatives in Cash Flow Hedging Relationships Commodity contracts Other current assets $ 1 $ 1 Accrued expenses $ 13 $ 14 Commodity contracts Other assets 1 — Other liabilities 6 7 Foreign exchange contracts Other current assets 7 3 Accrued expenses — — Foreign exchange contracts Other assets 1 — Other liabilities — — Total derivatives in cash flow hedging relationships $ 10 $ 4 $ 19 $ 21 Derivatives Not Designated as Hedging Instruments Commodity contracts Other current assets $ — $ — Accrued expenses $ 3 $ 4 Commodity contracts Other assets — — Other liabilities — 1 Total derivatives not designated as hedging instruments $ — $ — $ 3 $ 5 Total derivatives Total assets $ 10 $ 4 Total liabilities $ 22 $ 26 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (millions) 9/30/15 12/31/14 9/30/15 12/31/14 9/30/15 12/31/14 9/30/15 12/31/14 Cash equivalents $ 211 $ 93 $ 22 $ 32 $ — $ — $ 233 $ 125 Equity mutual funds 4 4 — — — — 4 4 Marketable securities: Corporate debt securities — — 79 93 — — 79 93 U.S. government and agency debt securities — — 9 22 — — 9 22 Asset-backed debt securities — — 15 17 — — 15 17 Certificates of deposit — — 11 18 — — 11 18 Municipal debt securities — — 3 4 — — 3 4 Derivative assets — — 10 4 — — 10 4 Derivative liabilities — — (22 ) (26 ) — — (22 ) (26 ) |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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) 2015 2014 2015 2014 Pension: Service cost of benefits earned $ 12 $ 9 $ 37 $ 27 Interest cost on projected benefit obligation 16 16 50 49 Expected return on plan assets (20 ) (20 ) (62 ) (60 ) Settlement 1 — 1 — Net amortization 10 7 29 19 Net pension cost $ 19 $ 12 $ 55 $ 35 Postretirement: Service cost of benefits earned $ 1 $ 1 $ 2 $ 2 Interest cost on projected benefit obligation 1 1 4 5 Net amortization (8 ) (8 ) (24 ) (26 ) Net postretirement benefit $ (6 ) $ (6 ) $ (18 ) $ (19 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Awards granted during the period and assumptions used to determine fair value | Awards granted during the first nine months of 2015 and assumptions used to determine fair value were as follows: MSUs Performance Shares RSUs Awards granted 473,728 147,290 92,000 Weighted average fair value $ 30.06 $ 30.63 $ 28.66 Expected volatility 42.70 % 42.70 % N/A Risk-free rate (a) 1.09 % 1.09 % N/A Expected term (in years) (b) 2.95 2.95 N/A Expected dividends — — N/A (a) The risk-free rate was based on zero coupon U.S. government issues at the time of grant. (b) The expected term represents the period from the valuation date to the end of the performance period. |
Supplemental Balance Sheet In37
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Total inventories consisted of the following: (millions) September 30, 2015 December 31, 2014 Finished goods $ 216 $ 232 Work in progress 35 35 Raw materials 65 62 Total $ 316 $ 329 |
Changes in the liability for asset retirement obligations | Changes in the liability for asset retirement obligations consisted of the following: Nine months ended September 30, (millions) 2015 2014 Balance as of January 1 $ 123 $ 132 Accretion expense 6 6 Liabilities incurred 1 1 Changes in estimated cash flows (a) (4 ) (13 ) Liabilities settled (2 ) (2 ) Foreign currency translation (4 ) (2 ) Balance as of September 30 $ 120 $ 122 (a) Changes in estimated cash flows for the nine months ended September 30, 2014 included changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014. |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Changes in the balances of each component of AOCI | Changes in the balances of each component of AOCI for the nine months ended September 30, 2015 and 2014 were as follows: Derivatives Defined Benefit Plans Foreign Currency Translation AOCI (millions) 2015 2014 2015 2014 2015 2014 2015 2014 Balance as of January 1 $ 16 $ 35 $ (302 ) $ (32 ) $ (52 ) $ 21 $ (338 ) $ 24 Other comprehensive income (loss) before reclassifications, net of tax (1 ) 1 2 (6 ) (91 ) (28 ) (90 ) (33 ) Less: Amounts reclassified from AOCI, net of tax (7 ) 4 (6 ) 9 — 5 (13 ) 18 Net other comprehensive income (loss) 6 (3 ) 8 (15 ) (91 ) (33 ) (77 ) (51 ) Balance as of September 30 $ 22 $ 32 $ (294 ) $ (47 ) $ (143 ) $ (12 ) $ (415 ) $ (27 ) |
Amounts reclassified from AOCI, net of tax | Amounts reclassified from AOCI, net of tax, for the three months and nine months ended September 30, 2015 and 2014 , were as follows: Three months ended September 30, Nine months ended September 30, (millions) 2015 2014 2015 2014 Derivatives Net reclassification from AOCI for cash flow hedges included in cost of products sold $ (2 ) $ 1 $ (7 ) $ 4 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — — — Net amount reclassified from AOCI $ (2 ) $ 1 $ (7 ) $ 4 Defined Benefit Plans Net reclassification from AOCI for amortization of prior service cost included in cost of products sold $ (1 ) $ 2 $ (3 ) $ 5 Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses (2 ) 1 (4 ) 3 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — (1 ) (1 ) Net amount reclassified from AOCI $ (3 ) $ 3 $ (6 ) $ 9 Foreign Currency Translation Net reclassification from AOCI for translation gains realized upon the deconsolidation of foreign subsidiaries included in selling and administrative expenses $ — $ — $ — $ 5 Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) — — — — Net amount reclassified from AOCI $ — $ — $ — $ 5 |
Organization, Consolidation a39
Organization, Consolidation and Presentation of Financial Statements (Details) $ in Millions | Sep. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred financing fees | $ 14 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 27, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 694 | $ 735 | ||
USG Boral Building Products | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 650 | $ 689 | $ 676 | |
Ownership percentage | 50.00% | 50.00% | 50.00% | |
Other equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 44 | [1] | $ 46 | |
Other equity method investments | Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 33.00% | 33.00% | ||
Other equity method investments | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 50.00% | 50.00% | ||
[1] | This amount includes our investment in Knauf-USG of $37 million which as of September 30, 2015 is classified as assets held for sale and is included in other current assets. |
Equity Method Investments (De41
Equity Method Investments (Details 1) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Changes in AOCI - foreign currency translation | $ (52) | $ (39) | $ (91) | $ (28) |
USG Boral Building Products | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Changes in AOCI - foreign currency translation | $ (35) | $ (24) | $ (54) | $ (13) |
Equity Method Investments (De42
Equity Method Investments (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Schedule of Equity Method Investments [Line Items] | |||||
USG share of income from investment accounted for using the equity method | $ 13 | $ 12 | $ 35 | $ 20 | |
USG Boral Building Products | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Gross profit | 69 | 77 | 200 | 179 | [1] |
Net income from continuing operations | 25 | 25 | 71 | 42 | [1] |
Net income | 25 | 25 | 71 | 42 | [1] |
Net income attributable to USG Boral Building Products | 24 | 24 | 66 | 39 | [1] |
USG share of income from investment accounted for using the equity method | 12 | 12 | 33 | 19 | [1] |
Other equity method investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
USG share of income from investment accounted for using the equity method | 1 | 0 | 2 | 1 | |
USG Boral Building Products | USG Boral Building Products | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net sales | 250 | 286 | 742 | 655 | [1] |
Operating profit | $ 30 | $ 31 | $ 87 | $ 57 | [1] |
[1] | Operating results are presented for UBBP for the seven months ended September 30, 2014. |
Equity Method Investments (De43
Equity Method Investments (Details Textual) € in Millions, $ in Millions | Feb. 27, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015EUR (€) | Oct. 31, 2013USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 515 | ||||||||
Long-term debt | $ 2,188 | $ 2,188 | 2,209 | ||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | ||||||
Present value of contingent liability for contingent consideration for equity method investment | $ 24 | $ 24 | 23 | ||||||
Equity method investments | 694 | 694 | 735 | ||||||
Gain on deconsolidation of subsidiaries and consolidated joint ventures | 0 | $ 0 | 0 | $ 27 | |||||
Gain (loss) on revaluation of retained investment on deconsolidation | $ 11 | ||||||||
Weighted average discount rate | 11.00% | ||||||||
Weighted average long-term growth rate | 2.00% | ||||||||
Dividends received from equity method investments | 18 | $ 0 | |||||||
Expected purchase price of interest in joint venture sold | 54 | 54 | € 48 | ||||||
Assets held-for-sale | 41 | 41 | $ 5 | ||||||
Income from equity method investments | $ 13 | 12 | $ 35 | 20 | |||||
USG Boral Building Products | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | ||||
Range of outcomes in contingent consideration arrangements, value, high | $ 75 | ||||||||
Contingent consideration for first performance period | $ 25 | ||||||||
First performance period for contingent consideration | 3 years | ||||||||
Contingent consideration for second performance period | $ 50 | ||||||||
Second performance period for contingent consideration | 5 years | ||||||||
Equity method investments | $ 676 | $ 650 | $ 650 | $ 689 | |||||
Dividends received from equity method investments | 18 | ||||||||
Undistributed earnings | 48 | 48 | |||||||
Income from equity method investments | $ 12 | $ 12 | $ 33 | 19 | [1] | ||||
Knauf USG | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage | 50.00% | 50.00% | 50.00% | ||||||
Assets held-for-sale | $ 37 | $ 37 | |||||||
Income from equity method investments | $ 2 | $ 2 | |||||||
Boral Limited | USG Boral Building Products | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage by joint venture partner of equity method investment | 50.00% | ||||||||
Knauf | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Disposal group purchasers affiliates beneficial ownership in common stock | 10.00% | 10.00% | 10.00% | ||||||
Knauf | Knauf USG | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage by joint venture partner of equity method investment | 50.00% | 50.00% | 50.00% | ||||||
5.875% senior notes due 2021 | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Long-term debt | $ 350 | $ 350 | $ 350 | $ 350 | |||||
Debt instrument interest rate | 5.875% | 5.875% | 5.875% | 5.875% | |||||
Base purchase price | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 500 | ||||||||
Adjustments to purchase price | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 15 | ||||||||
Minimum | Knauf USG | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Anticipated net gain on sale | $ 3 | ||||||||
Maximum | Knauf USG | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Anticipated net gain on sale | $ 7 | ||||||||
[1] | Operating results are presented for UBBP for the seven months ended September 30, 2014. |
Long-Lived Asset Impairment C44
Long-Lived Asset Impairment Charges (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Long-lived asset impairment charges | $ 0 | $ 30 | $ 0 | $ 30 |
Gypsum | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Long-lived asset impairment charges | 30 | |||
Facilities | Gypsum | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Long-lived asset impairment charges | 12 | |||
Empire, Nevada and New Orleans, Louisiana [Member] | Machinery, equipment and buildings | Gypsum | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Long-lived asset impairment charges | 16 | |||
Gypsum, Ohio [Member] | Machinery, equipment and buildings | Gypsum | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Long-lived asset impairment charges | $ 2 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Net Sales: | ||||||
Net sales | $ 972 | $ 972 | $ 2,851 | $ 2,770 | [1] | |
Operating Profit (Loss): | ||||||
Operating profit | 102 | 22 | 283 | 186 | [1] | |
Long-lived asset impairment charges | 0 | 30 | 0 | 30 | ||
Litigation settlement charge | 0 | (48) | 0 | (48) | ||
Gypsum | ||||||
Operating Profit (Loss): | ||||||
Long-lived asset impairment charges | 30 | |||||
Operating segments | Gypsum | ||||||
Net Sales: | ||||||
Net sales | 610 | 621 | 1,804 | 1,778 | [1] | |
Operating Profit (Loss): | ||||||
Operating profit | 89 | 12 | [2] | 255 | 172 | [1],[2] |
Operating segments | Ceilings | ||||||
Net Sales: | ||||||
Net sales | 130 | 137 | 384 | 392 | [1],[3] | |
Operating Profit (Loss): | ||||||
Operating profit | 24 | 30 | 70 | 69 | [1],[3] | |
Operating segments | Distribution | ||||||
Net Sales: | ||||||
Net sales | 378 | 359 | 1,076 | 1,003 | [1] | |
Operating Profit (Loss): | ||||||
Operating profit | 9 | 4 | 22 | 9 | [1] | |
Corporate | ||||||
Operating Profit (Loss): | ||||||
Operating profit | (25) | (23) | (72) | (65) | [1] | |
Eliminations | ||||||
Net Sales: | ||||||
Net sales | (146) | (145) | (413) | (403) | [1] | |
Operating Profit (Loss): | ||||||
Operating profit | $ 5 | $ (1) | $ 8 | $ 1 | [1] | |
[1] | Net sales and operating profit (loss) have been recast for the periods prior to April 1, 2014 to conform with the new presentation of reportable segments. | |||||
[2] | Gypsum's operating profit for both the three and nine months ended September 30, 2014 included long-lived asset impairment charges of $30 million and a litigation settlement charge of $48 million. See notes 3 and 17, respectively. | |||||
[3] | Ceilings' net sales and operating profit for the nine months ended September 30, 2014 includes the results, through February 27, 2014, of our wholly-owned subsidiaries and consolidated joint ventures that were contributed to UBBP. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations | $ 76 | $ (11) | $ 179 | $ 92 |
Less: Net income attributable to noncontrolling interest | 0 | 1 | 0 | 1 |
Income (loss) from continuing operations attributable to USG | 76 | (12) | 179 | 91 |
Loss from discontinued operations | 0 | 0 | 0 | (1) |
Net income (loss) attributable to USG | 76 | (12) | 179 | 90 |
Effect of dilutive securities - 10% convertible senior notes | 0 | 0 | 0 | 2 |
Income (loss) available to shareholders | $ 76 | $ (12) | $ 179 | $ 92 |
Average common shares | 145,569,692 | 144,646,284 | 145,421,798 | 140,944,207 |
Dilutive RSUs, MSUs, performance shares and stock options | 1,800,000 | 0 | 1,600,000 | 2,500,000 |
Common shares issuable upon conversion of our 10% convertible senior notes | 0 | 0 | 0 | 3,500,000 |
Deferred shares associated with a deferred compensation program for non-employee directors | 100,000 | 0 | 200,000 | 200,000 |
Average diluted common shares | 147,534,779 | 144,646,284 | 147,223,897 | 147,087,399 |
Income from continuing operations, per common share | $ 0.52 | $ (0.09) | $ 1.23 | $ 0.65 |
Loss from discontinued operations, per common share | 0 | 0 | 0 | (0.01) |
Earnings (loss) per average common share | 0.52 | (0.09) | 1.23 | 0.64 |
Income from continuing operations, per diluted share | 0.52 | (0.09) | 1.21 | 0.63 |
Loss from discontinued operations, per diluted share | 0 | 0 | 0 | (0.01) |
Earnings (loss) per average diluted common share | $ 0.52 | $ (0.09) | $ 1.21 | $ 0.62 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
MSUs, performance shares, RSUs and stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1.8 | 5.6 | 1.9 | 2.7 |
Deferred compensation program | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0.1 | 0 | 0 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | Sep. 30, 2015 |
Debt Instrument [Line Items] | |
Debt instrument interest rate | 10.00% |
Ten Percent Convertible Senior Notes due Two Thousand Eighteen [Member] | |
Debt Instrument [Line Items] | |
Debt instrument interest rate | 10.00% |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Investments in marketable securities | ||
Amortized Cost | $ 117 | $ 154 |
Fair Value | 117 | 154 |
Corporate debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 79 | 93 |
Fair Value | 79 | 93 |
U.S. government and agency debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 9 | 22 |
Fair Value | 9 | 22 |
Asset-backed debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 15 | 17 |
Fair Value | 15 | 17 |
Certificates of deposit | ||
Investments in marketable securities | ||
Amortized Cost | 11 | 18 |
Fair Value | 11 | 18 |
Municipal debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 3 | 4 |
Fair Value | $ 3 | $ 4 |
Marketable Securities (Details
Marketable Securities (Details 1) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Contractual maturities of marketable securities | ||
Due in 1 year or less, amortized cost | $ 89 | |
Due in 1-5 years, amortized cost | 28 | |
Marketable securities, amortized cost | 117 | $ 154 |
Due in 1 year or less, fair value | 89 | |
Due in 1-5 years, fair value | 28 | |
Marketable securities, fair value | $ 117 | $ 154 |
Marketable Securities (Detail51
Marketable Securities (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Sales and maturities of marketable securities | $ 132 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 79 | $ 79 |
Accumulated Amortization | (67) | (61) |
Net | 12 | 18 |
Customer relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | 70 | 70 |
Accumulated Amortization | (60) | (54) |
Net | 10 | 16 |
Other | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | 9 | 9 |
Accumulated Amortization | (7) | (7) |
Net | $ 2 | $ 2 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) $ in Millions | Sep. 30, 2015USD ($) |
Estimated annual amortization expense intangible assets | |
Estimated future amortization expense, 2015 | $ 2 |
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 ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Intangible assets with indefinite lives | ||
Gross Carrying Amount | $ 31 | $ 31 |
Accumulated Impairment Charges | (1) | (1) |
Net | 30 | 30 |
Trade names | ||
Intangible assets with indefinite lives | ||
Gross Carrying Amount | 22 | 22 |
Accumulated Impairment Charges | 0 | 0 |
Net | 22 | 22 |
Other | ||
Intangible assets with indefinite lives | ||
Gross Carrying Amount | 9 | 9 |
Accumulated Impairment Charges | (1) | (1) |
Net | $ 8 | $ 8 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense of intangible assets | $ 2 | $ 2 | $ 6 | $ 6 | |
Assets held-for-sale | $ 41 | $ 41 | $ 5 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Feb. 24, 2015 | Dec. 31, 2014 | Oct. 31, 2013 |
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 10.00% | |||
Current portion of long-term debt | $ 0 | $ 4 | ||
Total debt | $ 2,188 | $ 2,209 | ||
5.5% senior notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5.50% | 5.50% | ||
Total debt | $ 350 | $ 350 | $ 0 | |
5.875% senior notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5.875% | 5.875% | ||
Total debt | $ 350 | $ 350 | $ 350 | |
6.3% senior notes due 2016 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 6.30% | 6.30% | ||
Total debt | $ 500 | $ 500 | ||
7.75% senior notes due 2018, net of discount | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 7.75% | 7.75% | ||
Total debt | $ 500 | $ 500 | ||
7.875% senior notes due 2020, net of discount | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 7.875% | 7.875% | ||
Total debt | $ 249 | $ 249 | ||
8.375% senior notes due 2018 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 8.375% | 8.375% | ||
Total debt | $ 0 | $ 350 | ||
Ship mortgage facility | ||||
Debt Instrument [Line Items] | ||||
Current portion of long-term debt | 0 | 4 | ||
Total debt | 0 | 21 | ||
Industrial revenue bonds (due 2028 through 2034) | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 239 | $ 239 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Feb. 12, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 26, 2015 | Feb. 24, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 19,000,000 | $ 0 | ||||||
Long-term debt | 2,188,000,000 | 2,188,000,000 | $ 2,209,000,000 | |||||||
Deferred financing fees | 14,000,000 | 14,000,000 | ||||||||
Fair value of debt | 2,293,000,000 | 2,293,000,000 | $ 2,338,000,000 | |||||||
Credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing available under credit facility | 335,000,000 | 335,000,000 | ||||||||
Outstanding lines of credit | $ 0 | $ 0 | ||||||||
Interest rate at period end for line of credit facility | 2.08% | 2.08% | ||||||||
Amount of letters of credit outstanding | $ 49,000,000 | $ 49,000,000 | ||||||||
CGC credit facility USD | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing available under credit facility | $ 50,000,000 | $ 50,000,000 | ||||||||
Interest rate at period end for line of credit facility | 2.54% | 2.54% | ||||||||
8.375% senior notes due 2018 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase of outstanding debt | $ 350,000,000 | $ 350,000,000 | $ 224,000,000 | $ 126,000,000 | ||||||
Debt instrument interest rate | 8.375% | 8.375% | 8.375% | |||||||
Amount paid in consideration of debt repurchase | $ 242,000,000 | 135,000,000 | ||||||||
Long-term debt | $ 0 | $ 0 | $ 350,000,000 | |||||||
5.5% senior notes due 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 5.50% | 5.50% | 5.50% | |||||||
Face amount of debt | 350,000,000 | |||||||||
Long-term debt | $ 350,000,000 | $ 350,000,000 | 350,000,000 | $ 0 | ||||||
Deferred financing fees | $ 6,000,000 | |||||||||
Redemption price percentage | 100.00% | |||||||||
Premium associated with contractual redemption of notes upon change in control | 101.00% | |||||||||
Ship mortgage facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 0 | $ 0 | $ 21,000,000 | |||||||
Voluntary payment of debt | $ 2,000,000 | |||||||||
Repayment of debt | $ 18,000,000 | $ 1,000,000 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivatives in Cash Flow Hedging Relationships | Cash flow hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | $ 1 | $ 0 | $ 0 | $ 2 |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | (2) | 1 | (7) | 4 |
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Cash flow hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | (5) | (3) | (9) | (1) |
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Cost of products sold | Cash flow hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | (4) | 0 | (11) | 2 |
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Cash flow hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | 6 | 3 | 9 | 3 |
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Net investment hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | 0 | 0 | 0 | 0 |
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Cost of products sold | Cash flow hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 2 | 1 | 4 | 2 |
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other income, net | Net investment hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 0 | 0 | 0 | 0 |
Derivatives Not Designated as Hedging Instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | (1) | (1) | (1) | 0 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | Cost of products sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | $ (1) | $ (1) | $ (1) | $ 0 |
Derivative Instruments (Detai59
Derivative Instruments (Details 1) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 10 | $ 4 |
Derivative liabilities | 22 | 26 |
Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 3 | 5 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 0 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 0 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 4 |
Derivatives Not Designated as Hedging Instruments | Commodity contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | 1 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 10 | 4 |
Derivative liabilities | 19 | 21 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | 1 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 13 | 14 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 6 | 7 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 7 | 3 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
Derivative Instruments (Detai60
Derivative Instruments (Details Textual) MMBTU in Millions | 9 Months Ended | ||
Sep. 30, 2015USD ($)MMBTU | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Typical hedging period | 3 years | ||
Net liability aggregate fair value | $ 12,000,000 | ||
Collateral provided to counterparties related to derivatives | $ 18,000,000 | ||
Commodity contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Nonmonetary notional amount of derivatives | MMBTU | 25 | ||
Loss on cash flow hedge ineffectiveness | $ 0 | $ 0 | |
Fair value of contracts not designated as cash flow hedges | 3,000,000 | $ 5,000,000 | |
Foreign exchange contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on cash flow hedge ineffectiveness | $ 0 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Commodity contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized gain (loss) that remained in AOCI from cash flow hedges, net of tax | (18,000,000) | (20,000,000) | |
Cash flow hedging | Foreign exchange contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on cash flow hedge ineffectiveness | 0 | ||
Notional amounts of foreign exchange forward contracts | 118,000,000 | ||
Cash flow hedging | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Foreign exchange contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized gain (loss) that remained in AOCI from cash flow hedges, net of tax | 8,000,000 | $ 3,000,000 | |
Net investment hedging | Foreign exchange contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amounts of foreign exchange forward contracts | $ 35,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | $ 233 | $ 125 |
Equity mutual funds | 4 | 4 |
Marketable securities, fair value | 117 | 154 |
Derivative assets | 10 | 4 |
Derivative liabilities | 22 | 26 |
Corporate debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 79 | 93 |
U.S. government and agency debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 9 | 22 |
Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 15 | 17 |
Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 11 | 18 |
Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 3 | 4 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 211 | 93 |
Equity mutual funds | 4 | 4 |
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities | ||
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) | U.S. government and agency debt securities | ||
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) | Asset-backed debt securities | ||
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) | Certificates of deposit | ||
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) | Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 22 | 32 |
Equity mutual funds | 0 | 0 |
Derivative assets | 10 | 4 |
Derivative liabilities | 22 | 26 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 79 | 93 |
Significant Other Observable Inputs (Level 2) | U.S. government and agency debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 9 | 22 |
Significant Other Observable Inputs (Level 2) | Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 15 | 17 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 11 | 18 |
Significant Other Observable Inputs (Level 2) | Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 3 | 4 |
Significant Unobservable Inputs (Level 3) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 0 | 0 |
Equity mutual funds | 0 | 0 |
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. government and agency debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities, fair value | $ 0 | $ 0 |
Fair Value Measurements (Deta62
Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Long-lived asset impairment charges | $ 0 | $ 30 | $ 0 | $ 30 |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | $ 12 | $ 9 | $ 37 | $ 27 |
Interest cost on projected benefit obligation | 16 | 16 | 50 | 49 |
Expected return on plan assets | (20) | (20) | (62) | (60) |
Settlement | 1 | 0 | 1 | 0 |
Net amortization | 10 | 7 | 29 | 19 |
Net pension cost | 19 | 12 | 55 | 35 |
Postretirement | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | 1 | 1 | 2 | 2 |
Interest cost on projected benefit obligation | 1 | 1 | 4 | 5 |
Net amortization | (8) | (8) | (24) | (26) |
Net pension cost | $ (6) | $ (6) | $ (18) | $ (19) |
Employee Retirement Plans (De64
Employee Retirement Plans (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
United States pension plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | $ 50 |
Canada pension plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | 6 |
Other domestic pension plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution by employer | 4 |
Pension | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated total contributions in current year | $ 62 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | ||
MSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 473,728 | |
Weighted average fair value | $ / shares | $ 30.06 | |
Expected volatility | 42.70% | |
Risk-free rate | 1.09% | [1] |
Expected term (in years) | 2 years 11 months 11 days | [2] |
Expected dividends | $ | $ 0 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 147,290 | |
Weighted average fair value | $ / shares | $ 30.63 | |
Expected volatility | 42.70% | |
Risk-free rate | 1.09% | [1] |
Expected term (in years) | 2 years 11 months 11 days | [2] |
Expected dividends | $ | $ 0 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 92,000 | |
Weighted average fair value | $ / shares | $ 28.66 | |
[1] | The risk-free rate was based on zero coupon U.S. government issues at the time of grant. | |
[2] | The expected term represents the period from the valuation date to the end of the performance period. |
Share-Based Compensation (Det66
Share-Based Compensation (Details Textual) | 9 Months Ended |
Sep. 30, 2015 | |
MSUs | |
Share Based Compensation [Abstract] | |
Vesting period | 3 years |
Minimum of range for number of shares earned | 0.00% |
Maximum of range for number of shares earned | 150.00% |
Performance Shares | |
Share Based Compensation [Abstract] | |
Vesting period | 3 years |
Minimum of range for number of shares earned | 0.00% |
Maximum of range for number of shares earned | 200.00% |
Supplemental Balance Sheet In67
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories | ||
Finished goods | $ 216 | $ 232 |
Work in process | 35 | 35 |
Raw materials | 65 | 62 |
Total | $ 316 | $ 329 |
Supplemental Balance Sheet In68
Supplemental Balance Sheet Information (Details 1) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning balance | $ 123 | $ 132 | |
Accretion expense | 6 | 6 | |
Liabilities incurred | 1 | 1 | |
Changes in estimated cash flows | (4) | (13) | [1] |
Liabilities settled | (2) | (2) | |
Foreign currency translation | (4) | (2) | |
Ending balance | $ 120 | $ 122 | |
[1] | Changes in estimated cash flows for the nine months ended September 30, 2014 included changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014. |
Supplemental Balance Sheet In69
Supplemental Balance Sheet Information (Details Textual) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | $ 41 | $ 5 | |
Supplemental Balance Sheet Information [Abstract] | |||
Interest accrued on debt | 36 | $ 45 | |
Gain on sale of surplus property | $ 12 | ||
Minimum | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Anticipated gain | 6 | ||
Maximum | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Anticipated gain | $ 8 |
Accumulated Other Comprehensi70
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ (338) | $ 24 | ||
Other comprehensive income (loss) before reclassifications, net of tax | (90) | (33) | ||
Less: Amounts reclassified from AOCI, net of tax | (13) | 18 | ||
Other comprehensive income (loss), net of tax | $ (43) | $ (41) | (77) | (51) |
Ending balance | (415) | (27) | (415) | (27) |
Derivatives | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 16 | 35 | ||
Other comprehensive income (loss) before reclassifications, net of tax | (1) | 1 | ||
Less: Amounts reclassified from AOCI, net of tax | (7) | 4 | ||
Other comprehensive income (loss), net of tax | 6 | (3) | ||
Ending balance | 22 | 32 | 22 | 32 |
Defined Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (302) | (32) | ||
Other comprehensive income (loss) before reclassifications, net of tax | 2 | (6) | ||
Less: Amounts reclassified from AOCI, net of tax | (6) | 9 | ||
Other comprehensive income (loss), net of tax | 8 | (15) | ||
Ending balance | (294) | (47) | (294) | (47) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (52) | 21 | ||
Other comprehensive income (loss) before reclassifications, net of tax | (91) | (28) | ||
Less: Amounts reclassified from AOCI, net of tax | 0 | 5 | ||
Other comprehensive income (loss), net of tax | (91) | (33) | ||
Ending balance | $ (143) | $ (12) | $ (143) | $ (12) |
Accumulated Other Comprehensi71
Accumulated Other Comprehensive Income (Loss) (Details 1) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net reclassification from AOCI included in cost of products sold | $ 789 | $ 796 | $ 2,332 | $ 2,276 |
Net reclassification from AOCI included in selling and administrative expenses | 81 | 76 | 237 | 230 |
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 1 | (2) | 2 | (7) |
Net amount reclassified from AOCI | 76 | (11) | 179 | 91 |
Derivatives | Amounts reclassified from AOCI, net of tax | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net reclassification from AOCI included in cost of products sold | (2) | 1 | (7) | 4 |
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net amount reclassified from AOCI | (2) | 1 | (7) | 4 |
Defined Benefit Plans | Amounts reclassified from AOCI, net of tax | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net reclassification from AOCI included in cost of products sold | (1) | 2 | (3) | 5 |
Net reclassification from AOCI included in selling and administrative expenses | (2) | 1 | (4) | 3 |
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 0 | 0 | (1) | (1) |
Net amount reclassified from AOCI | (3) | 3 | (6) | 9 |
Foreign Currency Translation | Amounts reclassified from AOCI, net of tax | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net reclassification from AOCI included in selling and administrative expenses | 0 | 0 | 0 | 5 |
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net amount reclassified from AOCI | $ 0 | $ 0 | $ 0 | $ 5 |
Accumulated Other Comprehensi72
Accumulated Other Comprehensive Income (Loss) (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Equity [Abstract] | |
Estimated after-tax loss on derivatives to be reclassified from AOCI to earnings within the next 12 months | $ (7) |
Oman Investment (Details)
Oman Investment (Details) | Sep. 30, 2015 | Jun. 30, 2012 |
USG-Zawawi Drywall LLC | ||
Statement [Line Items] | ||
Ownership percentage by parent in noncontrolling interest | 50.00% | |
Percentage of noncontrolling owners in VIE | 50.00% | |
Zawawi Gypsum LLC | ||
Statement [Line Items] | ||
Ownership percentage by parent in noncontrolling interest | 55.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit (expense) | $ 1 | $ (2) | $ 2 | $ (7) | |
Federal net operating loss carryforwards | 1,790 | 1,790 | |||
Federal alternative minimum tax credit carryforwards | 43 | 43 | |||
Minimum taxable income needed to fully realize the U.S. federal net deferred tax assets | 1,913 | 1,913 | |||
Foreign tax credit carryforwards | 8 | 8 | |||
Deferred tax assets related to state net operating loss and tax credit carryforwards | 238 | 238 | |||
Gross deferred tax assets related to state net operating loss and tax credit carry forwards that will expire in current year | 1 | 1 | |||
Net operating loss and tax credit carryforwards in various foreign jurisdictions | 1 | 1 | |||
Valuation allowance against deferred tax assets | $ 948 | 948 | $ 1,023 | ||
Increase (decrease) in valuation allowance against deferred tax asset | $ 75 | ||||
Percentage of change in ownership | 50.00% | ||||
Period of change in ownership | 3 years | ||||
Long-term tax-exempt rate | 2.82% | 2.82% | |||
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 | $ 109 | $ 109 |
Litigation (Details Textual)
Litigation (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)HomebuilderDefendants | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)HomebuilderDefendants | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Litigation settlement charge | $ 0 | $ 48,000 | $ 0 | $ 48,000 | |
Settlement Amount Allocated to Direct Purchaser Class Settlement Fund | 39,250 | 39,250 | |||
Settlement Amount Allocated to Indirect Purchaser Class Settlement Fund | $ 8,750 | $ 8,750 | |||
Number of defendants named in class action lawsuits | Defendants | 7 | 7 | |||
Homebuilders asserting individual claims | Homebuilder | 12 | 12 | |||
Original litigation settlement accrual | $ 48,000 | $ 48,000 | |||
Accrual for probable and reasonably estimable liability for environmental cleanup | $ 16,000 | $ 16,000 | $ 16,000 |
Gypsum Transportation Limited (
Gypsum Transportation Limited (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2015USD ($) | Sep. 30, 2015USD ($)Ocean_vessel | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Ocean_vessel | Sep. 30, 2014USD ($) | ||
Long Lived Assets Held-for-sale [Line Items] | ||||||||
Self-unloading ocean vessels | Ocean_vessel | 2 | 2 | ||||||
Net proceeds from asset dispositions | $ 42 | $ 45 | $ 14 | |||||
Gain on asset dispositions | 7 | 12 | ||||||
Costs paid for contract termination | 7 | |||||||
Business exit costs | $ 6 | |||||||
Gain on disposal of shipping operations, net | $ 0 | $ 0 | 1 | 0 | ||||
Operating profit | 102 | 22 | 283 | 186 | [1] | |||
Ship mortgage facility | ||||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||||
Repayment of debt | 18 | $ 1 | ||||||
Gypsum Transportation Limited | ||||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||||
Operating profit | $ 0 | $ 5 | $ 1 | $ 19 | ||||
Self-unloading ocean vessels [Member] | ||||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||||
Gain on asset dispositions | $ 7 | |||||||
[1] | Net sales and operating profit (loss) have been recast for the periods prior to April 1, 2014 to conform with the new presentation of reportable segments. |