Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | USG CORP |
Entity Central Index Key | 757,011 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2016 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 145,954,194 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,002 | $ 970 | $ 1,972 | $ 1,879 |
Cost of products sold | 790 | 787 | 1,565 | 1,543 |
Gross profit | 212 | 183 | 407 | 336 |
Selling and administrative expenses | 79 | 79 | 150 | 156 |
Recovery of receivable | 0 | 0 | (3) | 0 |
Gain on disposal of shipping operations, net | 0 | (1) | 0 | (1) |
Operating profit | 133 | 105 | 260 | 181 |
Income from equity method investments | 16 | 14 | 23 | 22 |
Interest expense | (38) | (40) | (78) | (83) |
Interest income | 1 | 0 | 3 | 1 |
Loss on extinguishment of debt | (2) | 0 | (4) | (19) |
Other income (expense), net | 2 | 1 | 5 | 0 |
Income (loss) from continuing operations before income taxes | 112 | 80 | 209 | 102 |
Income tax (expense) benefit | (38) | (1) | (68) | 1 |
Net income | $ 74 | $ 79 | $ 141 | $ 103 |
Earnings (loss) per common share - basic: | ||||
Earnings per average common share | $ 0.50 | $ 0.54 | $ 0.96 | $ 0.70 |
Earnings (loss) per common share - diluted: | ||||
Earnings per average diluted common share | $ 0.50 | $ 0.54 | $ 0.95 | $ 0.70 |
Average common shares | 145,933,165 | 145,424,853 | 145,856,220 | 145,393,548 |
Average diluted common shares | 147,994,032 | 146,990,178 | 147,321,420 | 147,167,248 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 74 | $ 79 | $ 141 | $ 103 |
Derivatives qualifying as cash flow hedges: | ||||
Gain (loss) on derivatives qualifying as cash flow hedges, net of tax (benefit) of $3, ($1), 0, and $0, respectively | 4 | 0 | (4) | (1) |
Less: Reclassification adjustment for loss on derivatives included in net income, net of tax (benefit) of ($1), $0, ($2), and $0, respectively | (2) | (3) | (4) | (5) |
Net derivatives qualifying as cash flow hedges | 6 | 3 | 0 | 4 |
Pension and postretirement benefits: | ||||
Changes in pension and postretirement benefits, net of tax (benefit) of ($2), $0, ($3), and $1, respectively | (3) | (8) | (6) | (2) |
Less: Amortization of prior service credit (cost) included in net periodic pension cost, net of tax (benefit) of ($1), $0, ($1), and ($1), respectively | (1) | (2) | (1) | (3) |
Net pension and postretirement benefits | (2) | (6) | (5) | 1 |
Foreign currency translation: | ||||
Changes in foreign currency translation, net of tax of $0 in all periods | (36) | (5) | (12) | (39) |
Other comprehensive income (loss), net of tax | (32) | (8) | (17) | (34) |
Comprehensive income | $ 42 | $ 71 | $ 124 | $ 69 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivatives Qualifying as Hedges, Tax: | ||||
Loss on derivatives qualifying as cash flow hedges, tax expense (benefit) | $ 3 | $ (1) | $ 0 | $ 0 |
Less: Reclassification adjustment for loss on derivatives included in net income, tax expense (benefit) | (1) | 0 | (2) | 0 |
Pension and Other Postretirement Benefit Plans, Tax: | ||||
Changes in pension and postretirement benefits, tax expense (benefit) | (2) | 0 | (3) | 1 |
Less: Amortization of prior service benefit (cost) included in net periodic pension cost, tax expense (benefit) | (1) | 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 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 479 | $ 442 |
Short-term marketable securities | 208 | 194 |
Restricted cash | 0 | 9 |
Receivables (net of reserves - $12 and $14) | 433 | 391 |
Inventories | 331 | 314 |
Income taxes receivable | 5 | 5 |
Other current assets | 35 | 45 |
Total current assets | 1,491 | 1,400 |
Long-term marketable securities | 2 | 36 |
Property, plant and equipment (net of accumulated depreciation and depletion - $2,003 and $1,936) | 1,749 | 1,788 |
Deferred income taxes | 658 | 728 |
Equity method investments | 648 | 682 |
Other assets | 97 | 102 |
Total assets | 4,645 | 4,736 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 287 | 259 |
Accrued expenses | 184 | 214 |
Current portion of long-term debt | 363 | 500 |
Income taxes payable | 6 | 9 |
Litigation settlement accrual | 0 | 9 |
Total current liabilities | 840 | 991 |
Long-term debt | 1,676 | 1,675 |
Deferred income taxes | 4 | 5 |
Pension and other postretirement benefits | 347 | 392 |
Other liabilities | 212 | 237 |
Total liabilities | 3,079 | 3,300 |
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: 2016 - 145,954,000 shares; 2015 - 145,667,000 shares | 15 | 15 |
Additional paid-in capital | 3,033 | 3,027 |
Accumulated other comprehensive loss | (331) | (314) |
Retained earnings (accumulated deficit) | (1,151) | (1,292) |
Total stockholders’ equity | 1,566 | 1,436 |
Total liabilities and stockholders’ equity | $ 4,645 | $ 4,736 |
Consolidated Balance Sheets (U6
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Reserves on receivables | $ 12 | $ 14 |
Accumulated depreciation | $ 2,003 | $ 1,936 |
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 | $ 0.1 | $ 0.1 |
Common stock - authorized shares | 200,000,000 | 200,000,000 |
Common stock - issued shares | 145,954,000 | 145,667,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities | ||
Net income | $ 141 | $ 103 |
Adjustments to reconcile net income to net cash: | ||
Depreciation, depletion and amortization | 72 | 72 |
Loss on extinguishment of debt | 4 | 19 |
Recovery of receivable | (3) | 0 |
Share-based compensation expense | 9 | 6 |
Deferred income taxes | 66 | 1 |
Gain on asset dispositions | (11) | (7) |
Income from equity method investments | (23) | (22) |
Proceeds from Equity Method Investment, Dividends or Distributions | 18 | 18 |
Pension settlement | 2 | 0 |
(Increase) decrease in working capital: | ||
Receivables | (40) | (66) |
Income taxes receivable | 1 | (1) |
Inventories | (17) | 6 |
Other current assets | 5 | 1 |
Payables | 25 | (33) |
Accrued expenses | (20) | (25) |
Decrease in other assets | 1 | 1 |
Decrease in pension and other postretirement benefits | (51) | (40) |
Decrease in other liabilities | (3) | (4) |
Other, net | (12) | 5 |
Net cash provided by operating activities | 164 | 34 |
Investing Activities | ||
Purchases of marketable securities | (167) | (32) |
Sales or maturities of marketable securities | 187 | 103 |
Capital expenditures | (28) | (48) |
Net proceeds from asset dispositions | 12 | 42 |
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 1 | 0 |
Proceeds from Insurance Settlement, Investing Activities | 0 | 2 |
Release (deposit) of restricted cash | 9 | (49) |
Net cash provided by investing activities | 14 | 18 |
Financing Activities | ||
Issuance of debt | 0 | 350 |
Repayment of debt | (141) | (386) |
Payment of debt issuance fees | 0 | (6) |
Issuance of common stock | 2 | 4 |
Repurchases of common stock to satisfy employee tax withholding obligations | (2) | (8) |
Net cash used for financing activities | (141) | (46) |
Effect of exchange rate changes on cash | 0 | (3) |
Net increase in cash and cash equivalents | 37 | 3 |
Cash and cash equivalents at beginning of period | 442 | 228 |
Cash and cash equivalents at end of period | 479 | 231 |
Supplemental Cash Flow Disclosures: | ||
Interest paid, net of capitalized interest | 76 | 80 |
Income taxes paid, net of refunds received | 5 | 1 |
Noncash Investing and Financing Activities: | ||
Amount in accounts payable for capital expenditures | 4 | $ 6 |
Noncash reversal of equity method investment contingent consideration | $ (24) |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements | 6 Months Ended |
Jun. 30, 2016 | |
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 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 six months ended June 30, 2016 are not necessarily indicative of the results of operations to be expected for the entire year. Our segments are structured around our key products and business units: Gypsum, Ceilings, Distribution and USG Boral Building Products, or 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 Canada, and our shipping operations, which we exited in the second quarter of 2015. Gypsum manufactures products throughout the United States, Canada, Mexico and Latin America. These products include USG Sheetrock ® brand gypsum wallboard, Sheetrock ® brand joint compound, Durock ® brand cement board, Levelrock ® brand gypsum underlayment, Fiberock ® brand backerboard, Securock ® brand glass mat sheathing used for building exteriors, Securock ® brand gypsum fiber and glass mat panels used as roof cover board and structural panel concrete roofing. Our Ceilings reportable segment is an aggregation of the operating segments of the ceilings businesses in the United States, Canada, Mexico, and Latin America. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States and Canada. Our Distribution reportable segment delivers gypsum wallboard, drywall metal, ceilings products, joint compound and other building products throughout the United States. UBBP is our 50/50 joint ventures with Boral Limited. 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, 2015 , which we filed with the SEC on February 10, 2016 . RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies certain aspects of accounting for employee share-based payments. The standard will be effective for us in the first quarter of 2017 and will be applied in part prospectively and in part using a modified retrospective transition approach. The components of this standard that will impact our financial statements are as follows: • Excess tax benefits and deficiencies related to stock compensation will be prospectively recognized in income tax expense instead of in equity when the awards vest or are settled. For the six months ended June 30, 2016 and 2015, we recorded a reduction to tax benefits to equity of $3 million and $0 million , respectively, that would have been recognized in tax expense under the new standard. • Excess tax benefits that were previously unrecognized because the related tax deduction had not been realized through a reduction in taxes payable will be recorded on a modified retrospective basis. If we had early adopted this standard, we would have recorded a cumulative-effect adjustment to opening retained earnings of $25 million on our June 30, 2016 consolidated balance sheet. • An accounting policy will be elected to either estimate forfeitures on awards, as previously required, or to recognize forfeitures as they occur. Upon adoption, we will recognize forfeitures as they occur and will record a cumulative-effect change to retained earnings in accordance with the modified retrospective adoption requirements. If we had early adopted this standard, we would have recorded an immaterial cumulative-effect adjustment to opening retained earnings on our June 30, 2016 consolidated balance sheet. In February 2016, the FASB issued ASU 2016-02, “Leases,” which supersedes existing lease guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. The standard will be effective for us in the first quarter of 2019, and we will adopt using the modified retrospective approach. While we continue to evaluate the impact of the new standard, we believe the standard will require us to implement new lease accounting systems and processes. Further, we anticipate the adoption of ASU 2016-02 will have a significant impact to our consolidated balance sheets, consolidated statements of income and disclosures. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires that most equity instruments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts the financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU does not apply to equity method investments or investments in consolidated subsidiaries. The new standard will be effective for us in the first quarter of 2018 and will be applied as a cumulative-effect adjustment to the balance sheet in the year of adoption. We do not expect the adoption of ASU 2016-01 will have a significant impact to our consolidated financial statements or disclosures. In July 2015, the FASB issued 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 and will be applied prospectively. 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 was effective for us in the first quarter of 2016 and will be applied retrospectively. The update will be reflected in our disclosure for our December 31, 2016 Annual Report on Form 10-K. 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 to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net),” which clarifies gross versus net revenue reporting when another party is involved in the transaction. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” and in May 2016, ASU 2016-12, “Revenues from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” both of which provide supplemental adoption guidance and clarification to ASU 2014-09. The standard will be effective for us in the first quarter of 2018, and we will adopt the new standard using the retrospective approach with practical expedients. We do not expect that the adoption of ASU 2014-09, ASU 2016-08, ASU 2016-10 or ASU 2016-12 will have a significant impact to our consolidated financial statements or disclosures. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments Equity method investments as of June 30, 2016 and December 31, 2015 , were as follows: June 30, 2016 December 31, 2015 (dollars in millions) Carrying Value Ownership Percentage Carrying Value Ownership Percentage USG Boral Building Products $ 641 50% $ 675 50% Other equity method investments 7 33% - 50% 7 33% - 50% Total equity method investments $ 648 $ 682 Investment in USG Boral Building Products UBBP is our 50 / 50 joint ventures with Boral Limited, or Boral, and consists of 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. It 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 joint compound. We account for our investment in UBBP using the equity method of accounting. During the second quarter of 2016, UBBP paid cash dividends on earnings through March 2016 of which our 50% share totaled $18 million . We recorded the cash dividend in operating activities on our statements of cash flows. As of June 30, 2016 , the amount of our consolidated retained earnings which represents undistributed earnings from UBBP is $46 million . We formed the joint ventures with Boral on February 27, 2014. In the second quarter of 2016, we received $1 million from Boral for final customary working capital adjustments which resulted in a reduction of our investment. We recorded the working capital payment in investing activities on our statement of cash flows. In the event certain U.S. Dollar denominated 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. Upon inception of the joint ventures, we recorded a liability representing the present value of the first earnout payment. As of June 30, 2016, we concluded that it was no longer probable that the three-year performance target will be achieved primarily due to the strengthening of the U.S. Dollar against UBBP's functional currencies. As a result, we reversed the liability with a corresponding reduction to our investment. 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 earnout payments with a corresponding increase to our investment. As of June 30, 2016 and December 31, 2015 , our liability for the earnout payments was $0 million and $24 million , respectively. As of December 31, 2015 , the liability is included in "Other liabilities" on our accompanying consolidated balance sheet. 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 June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Translation loss $ (30 ) $ (3 ) $ (13 ) $ (19 ) Summarized financial information for our equity method investments is as follows: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 USG Boral Building Products: Net sales $ 273 $ 264 $ 502 $ 492 Gross profit 86 70 151 131 Operating profit 41 34 64 57 Income from continuing operations before income taxes 46 36 70 62 Net income 34 28 49 46 Net income attributable to USG Boral Building Products 32 26 46 42 USG share of income from investment accounted for using the equity method 16 13 23 21 Other equity method investments: USG share of income from investments accounted for using the equity method — 1 — 1 Total income from equity method investments $ 16 $ 14 $ 23 $ 22 Transactions with UBBP Our Gypsum segment sells products to UBBP. Total sales to UBBP for the three and six months ended June 30, 2016 and June 30, 2015 were immaterial. In 2014, in connection with the formation of UBBP, we contributed our ownership interest in a joint venture in China to UBBP, but retained our loan receivable from this joint venture. As of June 30, 2016 and December 31, 2015 , the loan receivable, including interest, totaled $15 million and $14 million , respectively, and is included in "Other assets" on our accompanying consolidated balance sheets. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Net Sales : Gypsum $ 635 $ 617 $ 1,270 $ 1,194 Ceilings 137 131 262 254 Distribution 386 364 743 698 Eliminations (156 ) (142 ) (303 ) (267 ) Total $ 1,002 $ 970 $ 1,972 $ 1,879 Operating Profit (Loss) : Gypsum $ 113 $ 98 $ 224 $ 166 Ceilings 33 25 62 46 Distribution 15 9 26 13 Corporate (26 ) (24 ) (47 ) (47 ) Eliminations (2 ) (3 ) (5 ) 3 Total $ 133 $ 105 $ 260 $ 181 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earning Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings 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, and deferred shares associated with our deferred compensation program for non-employee directors. The reconciliation of basic earnings per share to diluted earnings per share is shown in the following table. Three months ended June 30, Six months ended June 30, (millions, except per-share data) 2016 2015 2016 2015 Net income $ 74 $ 79 $ 141 $ 103 Effect of dilutive securities - Deferred compensation program for non-employee directors — — — — Income available to shareholders $ 74 $ 79 $ 141 $ 103 Average common shares 145.9 145.4 145.9 145.4 Dilutive RSUs, MSUs, performance shares and stock options 2.1 1.6 1.4 1.6 Deferred shares associated with a deferred compensation program for non-employee directors — — — 0.2 Average diluted common shares 148.0 147.0 147.3 147.2 Earnings per average common share $ 0.50 $ 0.54 $ 0.96 $ 0.70 Earnings per average diluted common share $ 0.50 $ 0.54 $ 0.95 $ 0.70 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 per share for those periods because their inclusion would be anti-dilutive were as follows: Three months ended June 30, Six months ended June 30, (millions, common shares) 2016 2015 2016 2015 MSUs, performance shares, RSUs and stock options 1.7 1.8 1.7 1.9 Deferred shares associated with a deferred compensation program for non-employee directors 0.2 0.2 0.2 — |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2016 | |
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 or maturities of marketable securities were $187 million for the six months ended June 30, 2016 . Our investments in marketable securities consisted of the following: As of June 30, 2016 As of December 31, 2015 (millions) Amortized Cost Fair Value Amortized Cost Fair Value Corporate debt securities $ 136 $ 136 $ 134 $ 134 U.S. government and agency debt securities 51 51 57 57 Asset-backed debt securities 2 2 21 21 Certificates of deposit 21 21 15 15 Municipal debt securities — — 3 3 Total marketable securities $ 210 $ 210 $ 230 $ 230 The realized and unrealized gains and losses for the three and six months ended June 30, 2016 and 2015 were immaterial. Cost basis for securities sold are determined on a first-in-first-out basis. Contractual maturities of marketable securities as of June 30, 2016 were as follows: (millions) Amortized Cost Fair Value Due in 1 year or less $ 208 $ 208 Due in 1-5 years 2 2 Total marketable securities $ 210 $ 210 Actual maturities may differ from the contractual maturities because issuers of the securities may have the right to prepay them. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 As of December 31, 2015 (millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Intangible Assets with Definite Lives: Customer relationships $ 70 $ (65 ) $ 5 $ 70 $ (61 ) $ 9 Other 9 (8 ) 1 9 (8 ) 1 Total $ 79 $ (73 ) $ 6 $ 79 $ (69 ) $ 10 Total amortization expense was $2 million and $4 million for the three and six months ended June 30, 2016 and 2015 , respectively. Estimated amortization expense for the remainder of 2016 and for future years is as follows: (millions) 2016 2017 2018 and thereafter Estimated future amortization expense $ 3 $ 2 $ 1 Intangible assets with indefinite lives are not amortized. The gross carrying amount of these assets are as follows: (millions) June 30, 2016 December 31, 2015 Intangible Assets with Indefinite Lives: Trade names $ 22 $ 22 Other 8 8 Total $ 30 $ 30 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt, including the current portion of long-term debt, consisted of the following: (millions) June 30, December 31, 5.5% senior notes due 2025 $ 350 $ 350 5.875% senior notes due 2021 350 350 6.3% senior notes due 2016 363 500 7.75% senior notes due 2018 500 500 7.875% senior notes due 2020, net of discount 249 249 Industrial revenue bonds (due 2028 through 2034) 239 239 Total $ 2,051 $ 2,188 Less: Unamortized debt issuance costs 12 13 Total $ 2,039 $ 2,175 REPURCHASE OF SENIOR NOTES In the first six months of 2016, we repurchased $137 million of our 6.3% Senior Notes due in 2016, referred to as the 6.3% Notes, on the open market. The transaction included premiums of $4 million and accrued interest of $3 million for aggregate consideration of $144 million . As a result of the repurchases, we recorded a loss on early extinguishment of debt, before tax, of $4 million including premiums, write-off of deferred financing fees and broker fees, of which $2 million occurred in the second quarter. Subsequent to quarter end, we repurchased an additional $40 million of the 6.3% Notes. The transaction included $1 million for premiums for an aggregate consideration of $41 million . These notes are recorded in "Current portion of long-term debt" on our accompanying consolidated balance sheets. In the first quarter of 2015, we repurchased $350 million of our 8.375% Senior Notes due in 2018, referred to as the 8.375% Notes, through both a cash tender offer and a subsequent notice of redemption of the remaining 8.375% Notes. We completed a cash tender offer pursuant to which we repurchased $126 million of the 8.375% Notes for aggregate consideration, including tender offer premium and accrued and unpaid interest, of $135 million . We repurchased the remaining $224 million of the 8.375% 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. Also in the first quarter of 2015, we issued $350 million of 5.5% Senior Notes due March 1, 2025. The net proceeds from the issuance of these notes and cash on hand were used to fund the repurchases of the 8.375% Notes and all related costs and expenses. We deferred approximately $6 million of debt issuance costs that are being amortized to interest expense over the term of the notes. As of June 30, 2016 and December 31, 2015, these notes, net of unamortized debt issuances costs, were recorded on our accompanying consolidated balance sheets at $345 million and $344 million , respectively. CREDIT FACILITY Taking into account the most recent borrowing base calculation delivered under the credit facility, which reflects trade receivables and inventory as of June 30, 2016 , and outstanding letters of credit, borrowings available under the credit facility were approximately $341 million , including $50 million for CGC. As of June 30, 2016 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 1.90% for loans in the US and 2.13% for loans in Canada. Outstanding letters of credit totaled $47 million as of June 30, 2016 . The fair value of our debt was approximately $2.153 billion as of June 30, 2016 and $2.295 billion as of December 31, 2015 . 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 are observable and, as a result, are classified as Level 2 inputs. See Note 9 for further discussion on fair value measurements and classifications. As of June 30, 2016 , we were in compliance with the covenants contained in our credit facilities. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 , we had outstanding natural gas swap contracts to hedge forecasted purchases with an aggregate notional amount of 29 million mmBTUs (millions of British Thermal Units). All of these contracts mature by December 31, 2019 . For contracts designated as cash flow hedges, the pre-tax net unrealized loss that remained in accumulated other comprehensive income (loss), or AOCI, as of June 30, 2016 was $5 million and as of December 31, 2015 was $19 million . No ineffectiveness was recorded on contracts designated as cash flow hedges in the first six months of both 2016 and 2015 . 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 $0 million as of June 30, 2016 and a $2 million unrealized loss as of December 31, 2015 . 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 $122 million as of June 30, 2016 , and they mature by December 31, 2017 . These forward contracts are designated as cash flow hedges and no ineffectiveness was recorded in the first six months of both 2016 and 2015 . Gains and losses on the contracts are reclassified into earnings when the underlying forecasted transactions affect earnings. The fair value of these contracts that remained in AOCI was an unrealized net pre-tax loss of $2 million as of June 30, 2016 and an unrealized net pre-tax gain of $8 million as of December 31, 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 June 30, 2016 , our derivatives were in a $7 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 $13 million of collateral posted with our counterparties related to our derivatives as of June 30, 2016 . Amounts paid as cash collateral are included in "Receivables" on our accompanying consolidated balance sheets. We have not adopted an accounting policy to offset fair value amounts related to derivative contracts under our master netting arrangements; therefore, individual derivative contracts are reflected on a gross basis, as either assets or liabilities, on our accompanying 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 income for the three months ended June 30, 2016 and 2015 . 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) 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ 7 $ 1 Cost of products sold $ (5 ) $ (4 ) Foreign exchange contracts — (2 ) Cost of products sold 2 1 Total $ 7 $ (1 ) $ (3 ) $ (3 ) Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income (millions) 2016 2015 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ 1 $ — Total $ 1 $ — The following are the pretax effects of derivative instruments on the consolidated statements of income for the six months ended June 30, 2016 and 2015 . 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) 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ 2 $ (4 ) Cost of products sold $ (10 ) $ (7 ) Foreign exchange contracts (6 ) 3 Cost of products sold 4 2 Total $ (4 ) $ (1 ) $ (6 ) $ (5 ) Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives (millions) 2016 2015 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 June 30, 2016 and December 31, 2015 . Balance Sheet Location Fair Value Balance Sheet Location Fair Value (millions) 6/30/16 12/31/15 6/30/16 12/31/15 Derivatives in Cash Flow Hedging Relationships Commodity contracts Other current assets $ 3 $ 1 Accrued expenses $ 7 $ 15 Commodity contracts Other assets 3 — Other liabilities 4 5 Foreign exchange contracts Other current assets 1 8 Accrued expenses 2 — Foreign exchange contracts Other assets — — Other liabilities 1 — Total derivatives in cash flow hedging relationships $ 7 $ 9 $ 14 $ 20 Derivatives Not Designated as Hedging Instruments Commodity contracts Other current assets $ — $ — Accrued expenses $ — $ 2 Total derivatives not designated as hedging instruments $ — $ — $ — $ 2 Total derivatives Total assets $ 7 $ 9 Total liabilities $ 14 $ 22 As of June 30, 2016 , we had no derivatives designated as fair value hedges or net investment hedges. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
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 observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that a company has the ability to access. Level 2 is defined as inputs, other than the quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. Level 3 is defined as unobservable inputs for the asset or liability which is typically based on a company's own assumptions where there is little, if any, related market data available. The cash equivalents and equity mutual funds shown in the table below primarily consist of money market funds that are valued based on quoted prices in active markets and, as a result, are classified as Level 1. We use quoted prices, other readily observable market data and internally developed valuation models when valuing our 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) 6/30/16 12/31/15 6/30/16 12/31/15 6/30/16 12/31/15 6/30/16 12/31/15 Cash equivalents $ 232 $ 223 $ 59 $ 25 $ — $ — $ 291 $ 248 Equity mutual funds 4 4 — — — — 4 4 Marketable securities: Corporate debt securities — — 136 134 — — 136 134 U.S. government and agency debt securities — — 51 57 — — 51 57 Asset-backed debt securities — — 2 21 — — 2 21 Certificates of deposit — — 21 15 — — 21 15 Municipal debt securities — — — 3 — — — 3 Derivative assets — — 7 9 — — 7 9 Derivative liabilities — — (14 ) (22 ) — — (14 ) (22 ) |
Employee Retirement Plans
Employee Retirement Plans | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement Plans | Employee Retirement Plans The components of net pension and postretirement benefit costs are summarized in the following table: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Pension: Service cost of benefits earned $ 12 $ 12 $ 23 $ 25 Interest cost on projected benefit obligation 17 17 34 34 Expected return on plan assets (22 ) (21 ) (44 ) (42 ) Settlement — — 2 — Net amortization 4 10 9 19 Net pension cost $ 11 $ 18 $ 24 $ 36 Postretirement: Service cost of benefits earned $ — $ — $ 1 $ 1 Interest cost on projected benefit obligation 2 2 3 3 Net amortization (7 ) (8 ) (14 ) (16 ) Net postretirement benefit $ (5 ) $ (6 ) $ (10 ) $ (12 ) During the first six months of 2016 , we made cash contributions of $50 million to the USG Corporation Retirement Plan Trust, $6 million to our pension plan in Canada, and $5 million , in aggregate, to certain other domestic pension plans. We expect to make total contributions to our pension plans in 2016 of approximately $65 million . |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation During the first six months of 2016 , 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 and 2016 Long-Term Incentive Plan that was approved at our 2016 annual meeting of stockholders. 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 six months of 2016 , weighted average fair value, and assumptions used to determine fair value were as follows: MSUs Performance Shares RSUs Awards granted 800,834 213,626 46,000 Weighted average fair value $ 19.59 $ 21.10 $ 21.84 Expected volatility 34.02 % 34.02 % N/A Risk-free rate (a) 0.86 % 0.86 % 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 six months of 2016 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 2016 . Each MSU earned will be settled in common stock 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. 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 expected term. PERFORMANCE SHARES The performance shares granted during the first six months of 2016 generally vest after a three -year period based on our total stockholder return relative to the performance of the Dow Jones U.S. Construction and Materials Index, with adjustments to that index in certain circumstances, for the three-year period. The number of performance shares earned will vary from zero to 200% of the number of performance shares awarded depending on that relative performance. 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. Each performance share earned will be settled in common stock at the end of the three-year period. 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 expected term. RESTRICTED STOCK UNITS The RSUs granted during the first six months of 2016 vest after a specified number of years from the date of grant or at a specified date, subject to cliff vesting. Generally, RSUs may vest earlier in the case of death, disability, or a change in control, provided that RSUs 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 | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information INVENTORIES Total inventories consisted of the following: (millions) June 30, 2016 December 31, 2015 Finished goods $ 228 $ 210 Work in progress 36 36 Raw materials 67 68 Total $ 331 $ 314 ASSET RETIREMENT OBLIGATIONS Changes in the liability for asset retirement obligations consisted of the following: Six months ended June 30, (millions) 2016 2015 Balance as of January 1 $ 119 $ 123 Accretion expense 4 4 Changes in estimated cash flows — (1 ) Liabilities settled (a) (2 ) (1 ) Foreign currency translation 1 (2 ) Balance as of June 30 $ 122 $ 123 (a) Liabilities settled for the six months ended June 30, 2016 includes a $2 million liability that was relieved in conjunction with the sale of a surplus property. ACCRUED INTEREST Interest accrued on our debt as of June 30, 2016 and December 31, 2015 was $44 million and $45 million , respectively, and is included in "Accrued expenses" on our accompanying consolidated balance sheets. ASSET DISPOSITIONS In the second quarter of 2016, we recorded a gain of $11 million , or $7 million net of tax, on the sale of a surplus property. The sale relieved the Company of an asset retirement obligation, as noted in the above table, and included the sale of raw material inventory on hand at the surplus location. The pre-tax gain was recorded in cost of products sold within our Gypsum segment. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Changes in the balances of each component of AOCI for the six months ended June 30, 2016 and 2015 were as follows: Derivatives Defined Benefit Plans Foreign Currency Translation AOCI (millions) 2016 2015 2016 2015 2016 2015 2016 2015 Balance as of January 1 $ 20 $ 16 $ (221 ) $ (302 ) $ (113 ) $ (52 ) $ (314 ) $ (338 ) Other comprehensive loss before reclassifications, net of tax (4 ) (1 ) (6 ) (2 ) (12 ) (39 ) (22 ) (42 ) Less: Amounts reclassified from AOCI, net of tax (4 ) (5 ) (1 ) (3 ) — — (5 ) (8 ) Net other comprehensive income (loss) — 4 (5 ) 1 (12 ) (39 ) (17 ) (34 ) Balance as of June 30 $ 20 $ 20 $ (226 ) $ (301 ) $ (125 ) $ (91 ) $ (331 ) $ (372 ) Amounts reclassified from AOCI, net of tax, for the three and six months ended June 30, 2016 and 2015 , were as follows: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Derivatives Net reclassification from AOCI for cash flow hedges included in cost of products sold $ (3 ) $ (3 ) $ (6 ) $ (5 ) Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit (1 ) — (2 ) — Net amount reclassified from AOCI $ (2 ) $ (3 ) $ (4 ) $ (5 ) Defined Benefit Plans Net reclassification from AOCI for amortization of prior service benefit included in cost of products sold $ (2 ) $ (1 ) $ (4 ) $ (2 ) Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses — (1 ) 2 (2 ) Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit (1 ) — (1 ) (1 ) Net amount reclassified from AOCI $ (1 ) $ (2 ) $ (1 ) $ (3 ) We estimate that we will reclassify a net $3 million after-tax loss on derivatives from AOCI to earnings within the next 12 months. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In the second quarter of 2016 , we recorded income tax expense of approximately $38 million . The income tax expense for the three months reflects taxes from federal, foreign, state and local jurisdictions. Our effective tax rate was 33.9% . Our effective tax rate was lower than the U.S. statutory rate primarily because of earnings realized in countries that had lower statutory tax rates and because of our equity method income, which is recorded net of tax. Our effective tax rate in the future will depend on the portion of our profits earned within and outside the United States. In the six months ended June 30, 2016 , we recorded income tax expense of $68 million reflecting taxes from federal, foreign, state and local jurisdictions. Our effective tax rate for the first six months was 32.5% . As of June 30, 2016 , we had federal net operating loss, or NOL, carryforwards of approximately $1.592 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 $40 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 $1.707 billion would need to be generated during the period before their expiration. As of June 30, 2016 , we had a gross deferred tax asset related to our state NOLs and tax credit carryforwards of $223 million , of which $26 million will expire in 2016 . The remainder will expire if unused in years 2017 through 2035 . We also had NOL and tax credit carryforwards in various foreign jurisdictions in the amount of $1 million as of June 30, 2016 , against which we have maintained a valuation allowance. A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on all available evidence, it is more likely than not that such assets will not be realized. The need to establish valuation allowances for deferred tax assets is assessed at each reporting date. 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. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring unused and tax planning strategies. Based on our evaluation, during the first six months of 2016 , we made no adjustments to the valuation allowance against our deferred tax assets of $75 million , which relates to certain NOLs that we anticipate will not be used prior to their expiration. The Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change” which can 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 that may be carried over to later years within the allowed NOL carryforward period. Over the entire carryforward period, we may not be able to use all our NOLs due to the aforementioned annual limitation. If an ownership change had occurred as of June 30, 2016 , our annual U.S. federal NOL utilization would have been limited to approximately $89 million per year. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation WALLBOARD PRICING LAWSUITS In the first quarter of 2015, USG, United States Gypsum Company, L&W Supply Corporation, and seven other wallboard manufacturers were named as defendants in a lawsuit filed in federal court in California by twelve homebuilders 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. The lawsuit was transferred to the United States District Court for the Eastern District of Pennsylvania under the title In re: Domestic Drywall Antitrust Litigation, MDL No. 2437. In the second quarter of 2016, the Court dismissed with prejudice the portions of the homebuilders’ complaint alleging a conspiracy in 2014 and 2015, ruling that there were insufficient factual allegations to allow such a claim to go forward. The homebuilders are attempting to appeal from this ruling. The homebuilders' claims alleging a conspiracy prior to 2014 have not been dismissed, and the case proceeds as to those claims. Beginning in the third quarter of 2013, class action lawsuits making similar allegations with regard to Canada were filed in Quebec, Ontario and British Columbia courts on behalf of purchasers of wallboard in Canada and naming USG Corporation, United States Gypsum Company, CGC Inc., and other wallboard manufacturers as defendants. We believe that the cost, if any, of resolving the homebuilders’ lawsuit and Canadian class action litigation will not have a material effect on our results of operations, financial position or cash flows. ENVIRONMENTAL LITIGATION We have been notified by state and federal environmental protection agencies of possible involvement as one of numerous “potentially responsible parties” in a number of Superfund sites in the United States. As a potentially responsible party, we may be responsible to pay for some part of the cleanup of hazardous waste at those sites. In most of these sites, our involvement is expected to be minimal. In addition, we are involved in environmental cleanups of other property that we own or owned. As of both June 30, 2016 and December 31, 2015 , 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 results of operations, financial position or cash flows. OTHER LITIGATION We are named as defendants in other claims and lawsuits arising from our operations, including claims and lawsuits arising from the operation of our vehicles, product 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 results of operations, financial position or cash flows. |
Gypsum Transportation Limited
Gypsum Transportation Limited | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Gypsum Transportation Limited We exited our shipping operations in the second quarter of 2015. In November 2015, we entered into a release and debt settlement agreement (Settlement Agreement) to recover a portion of our loss incurred when our former trading partner ceased performing under the contract in the fourth quarter of 2014. The Settlement Agreement required payments totaling $14 million beginning in December 2015. The payments received to settle a $9 million loss on the outstanding trade receivable was recorded as a benefit to our consolidated statements of income when we determined the payments to be probable. We recorded a recovery of $6 million in the fourth quarter of 2015 and $8 million in the first quarter of 2016. With the payments received in the first quarter, the total recovery under the Settlement Agreement is complete. For the six months ended June 30, 2016 , the recovery is presented as $3 million within "Recovery of receivable", $1 million within "Interest income" and $4 million within "Other income, net" on our consolidated statement of income. GTL recorded operating profit of $0 million and $3 million for the three and six months ended June 30, 2016 , respectively, compared with operating profit of $1 million for both the three and six months ended June 30, 2015 . |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized financial information for our equity method investments is as follows: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 USG Boral Building Products: Net sales $ 273 $ 264 $ 502 $ 492 Gross profit 86 70 151 131 Operating profit 41 34 64 57 Income from continuing operations before income taxes 46 36 70 62 Net income 34 28 49 46 Net income attributable to USG Boral Building Products 32 26 46 42 USG share of income from investment accounted for using the equity method 16 13 23 21 Other equity method investments: USG share of income from investments accounted for using the equity method — 1 — 1 Total income from equity method investments $ 16 $ 14 $ 23 $ 22 Equity method investments as of June 30, 2016 and December 31, 2015 , were as follows: June 30, 2016 December 31, 2015 (dollars in millions) Carrying Value Ownership Percentage Carrying Value Ownership Percentage USG Boral Building Products $ 641 50% $ 675 50% Other equity method investments 7 33% - 50% 7 33% - 50% Total equity method investments $ 648 $ 682 Translation gains or losses recorded in other comprehensive income were as follows: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Translation loss $ (30 ) $ (3 ) $ (13 ) $ (19 ) |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Net Sales : Gypsum $ 635 $ 617 $ 1,270 $ 1,194 Ceilings 137 131 262 254 Distribution 386 364 743 698 Eliminations (156 ) (142 ) (303 ) (267 ) Total $ 1,002 $ 970 $ 1,972 $ 1,879 Operating Profit (Loss) : Gypsum $ 113 $ 98 $ 224 $ 166 Ceilings 33 25 62 46 Distribution 15 9 26 13 Corporate (26 ) (24 ) (47 ) (47 ) Eliminations (2 ) (3 ) (5 ) 3 Total $ 133 $ 105 $ 260 $ 181 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic earnings per share to diluted earnings per share | The reconciliation of basic earnings per share to diluted earnings per share is shown in the following table. Three months ended June 30, Six months ended June 30, (millions, except per-share data) 2016 2015 2016 2015 Net income $ 74 $ 79 $ 141 $ 103 Effect of dilutive securities - Deferred compensation program for non-employee directors — — — — Income available to shareholders $ 74 $ 79 $ 141 $ 103 Average common shares 145.9 145.4 145.9 145.4 Dilutive RSUs, MSUs, performance shares and stock options 2.1 1.6 1.4 1.6 Deferred shares associated with a deferred compensation program for non-employee directors — — — 0.2 Average diluted common shares 148.0 147.0 147.3 147.2 Earnings per average common share $ 0.50 $ 0.54 $ 0.96 $ 0.70 Earnings per average diluted common share $ 0.50 $ 0.54 $ 0.95 $ 0.70 |
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 per share for those periods because their inclusion would be anti-dilutive were as follows: Three months ended June 30, Six months ended June 30, (millions, common shares) 2016 2015 2016 2015 MSUs, performance shares, RSUs and stock options 1.7 1.8 1.7 1.9 Deferred shares associated with a deferred compensation program for non-employee directors 0.2 0.2 0.2 — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in marketable securities | Our investments in marketable securities consisted of the following: As of June 30, 2016 As of December 31, 2015 (millions) Amortized Cost Fair Value Amortized Cost Fair Value Corporate debt securities $ 136 $ 136 $ 134 $ 134 U.S. government and agency debt securities 51 51 57 57 Asset-backed debt securities 2 2 21 21 Certificates of deposit 21 21 15 15 Municipal debt securities — — 3 3 Total marketable securities $ 210 $ 210 $ 230 $ 230 |
Contractual maturities of marketable securities | Contractual maturities of marketable securities as of June 30, 2016 were as follows: (millions) Amortized Cost Fair Value Due in 1 year or less $ 208 $ 208 Due in 1-5 years 2 2 Total marketable securities $ 210 $ 210 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 As of December 31, 2015 (millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Intangible Assets with Definite Lives: Customer relationships $ 70 $ (65 ) $ 5 $ 70 $ (61 ) $ 9 Other 9 (8 ) 1 9 (8 ) 1 Total $ 79 $ (73 ) $ 6 $ 79 $ (69 ) $ 10 |
Estimated annual amortization expense intangible assets | Estimated amortization expense for the remainder of 2016 and for future years is as follows: (millions) 2016 2017 2018 and thereafter Estimated future amortization expense $ 3 $ 2 $ 1 |
Schedule of indefinite-lived intangible assets | Intangible assets with indefinite lives are not amortized. The gross carrying amount of these assets are as follows: (millions) June 30, 2016 December 31, 2015 Intangible Assets with Indefinite Lives: Trade names $ 22 $ 22 Other 8 8 Total $ 30 $ 30 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Total debt, including the current portion of long-term debt, consisted of the following: (millions) June 30, December 31, 5.5% senior notes due 2025 $ 350 $ 350 5.875% senior notes due 2021 350 350 6.3% senior notes due 2016 363 500 7.75% senior notes due 2018 500 500 7.875% senior notes due 2020, net of discount 249 249 Industrial revenue bonds (due 2028 through 2034) 239 239 Total $ 2,051 $ 2,188 Less: Unamortized debt issuance costs 12 13 Total $ 2,039 $ 2,175 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 income for the three months ended June 30, 2016 and 2015 . 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) 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ 7 $ 1 Cost of products sold $ (5 ) $ (4 ) Foreign exchange contracts — (2 ) Cost of products sold 2 1 Total $ 7 $ (1 ) $ (3 ) $ (3 ) Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income (millions) 2016 2015 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of products sold $ 1 $ — Total $ 1 $ — The following are the pretax effects of derivative instruments on the consolidated statements of income for the six months ended June 30, 2016 and 2015 . 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) 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Commodity contracts $ 2 $ (4 ) Cost of products sold $ (10 ) $ (7 ) Foreign exchange contracts (6 ) 3 Cost of products sold 4 2 Total $ (4 ) $ (1 ) $ (6 ) $ (5 ) Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives (millions) 2016 2015 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 June 30, 2016 and December 31, 2015 . Balance Sheet Location Fair Value Balance Sheet Location Fair Value (millions) 6/30/16 12/31/15 6/30/16 12/31/15 Derivatives in Cash Flow Hedging Relationships Commodity contracts Other current assets $ 3 $ 1 Accrued expenses $ 7 $ 15 Commodity contracts Other assets 3 — Other liabilities 4 5 Foreign exchange contracts Other current assets 1 8 Accrued expenses 2 — Foreign exchange contracts Other assets — — Other liabilities 1 — Total derivatives in cash flow hedging relationships $ 7 $ 9 $ 14 $ 20 Derivatives Not Designated as Hedging Instruments Commodity contracts Other current assets $ — $ — Accrued expenses $ — $ 2 Total derivatives not designated as hedging instruments $ — $ — $ — $ 2 Total derivatives Total assets $ 7 $ 9 Total liabilities $ 14 $ 22 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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) 6/30/16 12/31/15 6/30/16 12/31/15 6/30/16 12/31/15 6/30/16 12/31/15 Cash equivalents $ 232 $ 223 $ 59 $ 25 $ — $ — $ 291 $ 248 Equity mutual funds 4 4 — — — — 4 4 Marketable securities: Corporate debt securities — — 136 134 — — 136 134 U.S. government and agency debt securities — — 51 57 — — 51 57 Asset-backed debt securities — — 2 21 — — 2 21 Certificates of deposit — — 21 15 — — 21 15 Municipal debt securities — — — 3 — — — 3 Derivative assets — — 7 9 — — 7 9 Derivative liabilities — — (14 ) (22 ) — — (14 ) (22 ) |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of net pension and postretirement benefits costs | The components of net pension and postretirement benefit costs are summarized in the following table: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Pension: Service cost of benefits earned $ 12 $ 12 $ 23 $ 25 Interest cost on projected benefit obligation 17 17 34 34 Expected return on plan assets (22 ) (21 ) (44 ) (42 ) Settlement — — 2 — Net amortization 4 10 9 19 Net pension cost $ 11 $ 18 $ 24 $ 36 Postretirement: Service cost of benefits earned $ — $ — $ 1 $ 1 Interest cost on projected benefit obligation 2 2 3 3 Net amortization (7 ) (8 ) (14 ) (16 ) Net postretirement benefit $ (5 ) $ (6 ) $ (10 ) $ (12 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months of 2016 , weighted average fair value, and assumptions used to determine fair value were as follows: MSUs Performance Shares RSUs Awards granted 800,834 213,626 46,000 Weighted average fair value $ 19.59 $ 21.10 $ 21.84 Expected volatility 34.02 % 34.02 % N/A Risk-free rate (a) 0.86 % 0.86 % 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 In34
Supplemental Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Total inventories consisted of the following: (millions) June 30, 2016 December 31, 2015 Finished goods $ 228 $ 210 Work in progress 36 36 Raw materials 67 68 Total $ 331 $ 314 |
Changes in the liability for asset retirement obligations | Changes in the liability for asset retirement obligations consisted of the following: Six months ended June 30, (millions) 2016 2015 Balance as of January 1 $ 119 $ 123 Accretion expense 4 4 Changes in estimated cash flows — (1 ) Liabilities settled (a) (2 ) (1 ) Foreign currency translation 1 (2 ) Balance as of June 30 $ 122 $ 123 |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Changes in the balances of each component of AOCI | Changes in the balances of each component of AOCI for the six months ended June 30, 2016 and 2015 were as follows: Derivatives Defined Benefit Plans Foreign Currency Translation AOCI (millions) 2016 2015 2016 2015 2016 2015 2016 2015 Balance as of January 1 $ 20 $ 16 $ (221 ) $ (302 ) $ (113 ) $ (52 ) $ (314 ) $ (338 ) Other comprehensive loss before reclassifications, net of tax (4 ) (1 ) (6 ) (2 ) (12 ) (39 ) (22 ) (42 ) Less: Amounts reclassified from AOCI, net of tax (4 ) (5 ) (1 ) (3 ) — — (5 ) (8 ) Net other comprehensive income (loss) — 4 (5 ) 1 (12 ) (39 ) (17 ) (34 ) Balance as of June 30 $ 20 $ 20 $ (226 ) $ (301 ) $ (125 ) $ (91 ) $ (331 ) $ (372 ) |
Amounts reclassified from AOCI, net of tax | Amounts reclassified from AOCI, net of tax, for the three and six months ended June 30, 2016 and 2015 , were as follows: Three months ended June 30, Six months ended June 30, (millions) 2016 2015 2016 2015 Derivatives Net reclassification from AOCI for cash flow hedges included in cost of products sold $ (3 ) $ (3 ) $ (6 ) $ (5 ) Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit (1 ) — (2 ) — Net amount reclassified from AOCI $ (2 ) $ (3 ) $ (4 ) $ (5 ) Defined Benefit Plans Net reclassification from AOCI for amortization of prior service benefit included in cost of products sold $ (2 ) $ (1 ) $ (4 ) $ (2 ) Net reclassification from AOCI for amortization of prior service cost included in selling and administrative expenses — (1 ) 2 (2 ) Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit (1 ) — (1 ) (1 ) Net amount reclassified from AOCI $ (1 ) $ (2 ) $ (1 ) $ (3 ) |
Presentation of Financial State
Presentation of Financial Statements (Details) - Accounting Standards Update 2016-09 - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Income tax benefits on share based arrangements | $ 3 | $ 0 |
Unrecognized tax benefits | $ 25 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 648 | $ 682 |
USG Boral Building Products | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 641 | $ 675 |
Ownership percentage | 50.00% | 50.00% |
Other equity method investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 7 | $ 7 |
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% |
Equity Method Investments (De38
Equity Method Investments (Details 1) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Translation loss | $ (36) | $ (5) | $ (12) | $ (39) |
USG Boral Building Products [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Translation loss | $ (30) | $ (3) | $ (13) | $ (19) |
Equity Method Investments (De39
Equity Method Investments (Details 2) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
USG share of income from investment accounted for using the equity method | $ 16 | $ 14 | $ 23 | $ 22 |
USG Boral Building Products | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Gross profit | 86 | 70 | 151 | 131 |
Income from continuing operations before income taxes | 46 | 36 | 70 | 62 |
Net income | 34 | 28 | 49 | 46 |
Net income attributable to USG Boral Building Products | 32 | 26 | 46 | 42 |
USG share of income from investment accounted for using the equity method | 16 | 13 | 23 | 21 |
Other equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
USG share of income from investment accounted for using the equity method | 0 | 1 | 0 | 1 |
USG Boral Building Products | USG Boral Building Products | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Net sales | 273 | 264 | 502 | 492 |
Operating profit | $ 41 | $ 34 | $ 64 | $ 57 |
Equity Method Investments (De40
Equity Method Investments (Details Textual) - USD ($) | Feb. 27, 2014 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 18,000,000 | $ 18,000,000 | |||
Present value of contingent liability for contingent consideration for equity method investment | $ 0 | $ 0 | $ 24,000,000 | ||
USG Boral Building Products | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50.00% | 50.00% | 50.00% | ||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 18,000,000 | ||||
Undistributed earnings | $ 46,000,000 | 46,000,000 | |||
Payments to Acquire Interest in Joint Venture | 1,000,000 | ||||
Range of outcomes in contingent consideration arrangements, value, high | $ 75,000,000 | ||||
Contingent consideration for first performance period | $ 25,000,000 | ||||
First performance period for contingent consideration | 3 years | ||||
Contingent consideration for second performance period | $ 50,000,000 | ||||
Second performance period for contingent consideration | 5 years | ||||
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% | ||||
USG Boral Building Products | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Loan receivable from related party | $ 15,000,000 | $ 15,000,000 | $ 14,000,000 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Sales: | ||||
Net sales | $ 1,002 | $ 970 | $ 1,972 | $ 1,879 |
Operating Profit (Loss): | ||||
Operating profit | 133 | 105 | 260 | 181 |
Operating segments | Gypsum | ||||
Net Sales: | ||||
Net sales | 635 | 617 | 1,270 | 1,194 |
Operating Profit (Loss): | ||||
Operating profit | 113 | 98 | 224 | 166 |
Operating segments | Ceilings | ||||
Net Sales: | ||||
Net sales | 137 | 131 | 262 | 254 |
Operating Profit (Loss): | ||||
Operating profit | 33 | 25 | 62 | 46 |
Operating segments | Distribution | ||||
Net Sales: | ||||
Net sales | 386 | 364 | 743 | 698 |
Operating Profit (Loss): | ||||
Operating profit | 15 | 9 | 26 | 13 |
Corporate | ||||
Operating Profit (Loss): | ||||
Operating profit | (26) | (24) | (47) | (47) |
Eliminations | ||||
Net Sales: | ||||
Net sales | (156) | (142) | (303) | (267) |
Operating Profit (Loss): | ||||
Operating profit | $ (2) | $ (3) | $ (5) | $ 3 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 74,000,000 | $ 79,000,000 | $ 141,000,000 | $ 103,000,000 |
Effect of dilutive securities - Deferred compensation program for non-employee directors | 0 | 0 | 0 | 0 |
Income available to shareholders | $ 74,000,000 | $ 79,000,000 | $ 141,000,000 | $ 103,000,000 |
Average common shares | 145,933,165 | 145,424,853 | 145,856,220 | 145,393,548 |
Dilutive RSUs, MSUs, performance shares and stock options | 2,100,000 | 1,600,000 | 1,400,000 | 1,600,000 |
Deferred shares associated with a deferred compensation program for non-employee directors | 0 | 0 | 0 | 200,000 |
Average diluted common shares | 147,994,032 | 146,990,178 | 147,321,420 | 147,167,248 |
Earnings per average common share | $ 0.50 | $ 0.54 | $ 0.96 | $ 0.70 |
Earnings per average diluted common share | $ 0.50 | $ 0.54 | $ 0.95 | $ 0.70 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
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 | 1.7 | 1.8 | 1.7 | 1.9 |
Deferred shares associated with a deferred compensation program for non-employee directors | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0.2 | 0.2 | 0.2 | 0 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Investments in marketable securities | ||
Amortized Cost | $ 210 | $ 230 |
Fair Value | 210 | 230 |
Corporate debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 136 | 134 |
Fair Value | 136 | 134 |
U.S. government and agency debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 51 | 57 |
Fair Value | 51 | 57 |
Asset-backed debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 2 | 21 |
Fair Value | 2 | 21 |
Certificates of deposit | ||
Investments in marketable securities | ||
Amortized Cost | 21 | 15 |
Fair Value | 21 | 15 |
Municipal debt securities | ||
Investments in marketable securities | ||
Amortized Cost | 0 | 3 |
Fair Value | $ 0 | $ 3 |
Marketable Securities (Details
Marketable Securities (Details 1) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Contractual maturities of marketable securities | ||
Due in 1 year or less, amortized cost | $ 208 | |
Due in 1-5 years, amortized cost | 2 | |
Marketable securities, amortized cost | 210 | $ 230 |
Due in 1 year or less, fair value | 208 | |
Due in 1-5 years, fair value | 2 | |
Marketable securities, fair value | $ 210 | $ 230 |
Marketable Securities (Detail46
Marketable Securities (Details Textual) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||
Sales or maturities of marketable securities | $ 187 | $ 103 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 79 | $ 79 |
Accumulated Amortization | (73) | (69) |
Net | 6 | 10 |
Customer relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | 70 | 70 |
Accumulated Amortization | (65) | (61) |
Net | 5 | 9 |
Other | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | 9 | 9 |
Accumulated Amortization | (8) | (8) |
Net | $ 1 | $ 1 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) $ in Millions | Jun. 30, 2016USD ($) |
Estimated annual amortization expense intangible assets | |
Estimated future amortization expense, 2016 | $ 3 |
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 | Jun. 30, 2016 | Dec. 31, 2015 |
Intangible assets with indefinite lives | ||
Indefinite-lived intangible assets | $ 30 | $ 30 |
Trade names | ||
Intangible assets with indefinite lives | ||
Indefinite-lived intangible assets | 22 | 22 |
Other | ||
Intangible assets with indefinite lives | ||
Indefinite-lived intangible assets | $ 8 | $ 8 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 2 | $ 2 | $ 4 | $ 4 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Feb. 24, 2015 |
Debt Instrument [Line Items] | |||
Total debt | $ 2,051 | $ 2,188 | |
Deferred financing fees | 12 | 13 | |
Long term debt net of unamortized debt issuance costs | $ 2,039 | $ 2,175 | |
5.5% senior notes due 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 5.50% | 5.50% | |
Total debt | $ 350 | $ 350 | |
Deferred financing fees | $ 6 | ||
Long term debt net of unamortized debt issuance costs | $ 345 | $ 344 | |
5.875% senior notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 5.875% | 5.875% | |
Total debt | $ 350 | $ 350 | |
6.3% senior notes due 2016 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 6.30% | 6.30% | |
Total debt | $ 363 | $ 500 | |
7.75% senior notes due 2018 | |||
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 | |
Industrial revenue bonds (due 2028 through 2034) | |||
Debt Instrument [Line Items] | |||
Total debt | $ 239 | $ 239 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 26, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 26, 2015 | Feb. 24, 2015 | |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ (2) | $ 0 | $ (4) | $ (19) | |||||
Deferred financing fees | 12 | 12 | $ 13 | ||||||
Long term debt net of unamortized debt issuance costs | 2,039 | 2,039 | 2,175 | ||||||
Fair value of debt | 2,153 | 2,153 | $ 2,295 | ||||||
Credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing available under credit facility | 341 | 341 | |||||||
Outstanding lines of credit | $ 0 | $ 0 | |||||||
Interest rate at period end for line of credit facility | 1.90% | 1.90% | |||||||
Amount of letters of credit outstanding | $ 47 | $ 47 | |||||||
CGC Credit Facility CAD | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate at period end for line of credit facility | 2.13% | 2.13% | |||||||
CGC credit facility USD | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing available under credit facility | $ 50 | $ 50 | |||||||
8.375% senior notes due 2018 | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase of outstanding debt | $ 350 | $ 224 | $ 126 | ||||||
Debt instrument interest rate | 8.375% | 8.375% | |||||||
Amount paid in consideration of debt repurchase | $ 242 | 135 | |||||||
6.3% senior notes due 2016 | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase of outstanding debt | $ 137 | $ 137 | |||||||
Debt instrument interest rate | 6.30% | 6.30% | 6.30% | ||||||
Premiums paid on repurchased debt | $ 4 | $ 4 | |||||||
Accrued interest paid on repurchased debt | 3 | 3 | |||||||
Amount paid in consideration of debt repurchase | $ 144 | $ 144 | |||||||
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 | ||||||||
Deferred financing fees | $ 6 | ||||||||
Long term debt net of unamortized debt issuance costs | $ 345 | $ 345 | $ 344 | ||||||
Subsequent Event [Member] | 6.3% senior notes due 2016 | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase of outstanding debt | $ 40 | ||||||||
Premiums paid on repurchased debt | 1 | ||||||||
Amount paid in consideration of debt repurchase | $ 41 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivatives in Cash Flow Hedging Relationships | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion) | $ (4) | $ (1) | ||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | (6) | (5) | ||
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) | $ 7 | $ (1) | ||
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | (3) | (3) | ||
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) | 7 | 1 | 2 | (4) |
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) | (5) | (4) | (10) | (7) |
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) | 0 | (2) | (6) | 3 |
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 Not Designated as Hedging Instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | 1 | 0 | 0 | (1) |
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 | $ 0 | $ 0 | $ (1) |
Derivative Instruments (Detai54
Derivative Instruments (Details 1) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 7 | $ 9 |
Derivative liabilities | 14 | 22 |
Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 2 |
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 | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | 2 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 7 | 9 |
Derivative liabilities | 14 | 20 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 3 | 1 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 3 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 7 | 15 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 4 | 5 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | 8 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | 0 |
Cash flow hedging | Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 1 | $ 0 |
Derivative Instruments (Detai55
Derivative Instruments (Details Textual) MMBTU in Millions | 6 Months Ended | ||
Jun. 30, 2016USD ($)MMBTU | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Typical hedging period | 3 years | ||
Net liability aggregate fair value | $ (7,000,000) | ||
Collateral provided to counterparties related to derivatives | $ 13,000,000 | ||
Commodity contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Nonmonetary notional amount of derivatives | MMBTU | 29 | ||
Fair value of contracts not designated as cash flow hedges | $ 0 | $ 2,000,000 | |
Cash flow hedging | Commodity contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on cash flow hedge ineffectiveness | 0 | $ 0 | |
Cash flow hedging | Foreign exchange contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on cash flow hedge ineffectiveness | 0 | $ 0 | |
Notional amounts of foreign exchange forward contracts | 122,000,000 | ||
Cash flow hedging | 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 | (5,000,000) | (19,000,000) | |
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 | $ (2,000,000) | $ 8,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | $ 291 | $ 248 |
Equity mutual funds | 4 | 4 |
Marketable securities | 210 | 230 |
Derivative assets | 7 | 9 |
Derivative liabilities | (14) | (22) |
Corporate debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 136 | 134 |
U.S. government and agency debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 51 | 57 |
Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 2 | 21 |
Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 21 | 15 |
Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 0 | 3 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 232 | 223 |
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 | 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 | 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 | 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 | 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 | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 59 | 25 |
Equity mutual funds | 0 | 0 |
Derivative assets | 7 | 9 |
Derivative liabilities | (14) | (22) |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 136 | 134 |
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 | 51 | 57 |
Significant Other Observable Inputs (Level 2) | Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 2 | 21 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 21 | 15 |
Significant Other Observable Inputs (Level 2) | Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 0 | 3 |
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 | 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 | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Asset-backed debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Municipal debt securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable securities | $ 0 | $ 0 |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pension | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | $ 12 | $ 12 | $ 23 | $ 25 |
Interest cost on projected benefit obligation | 17 | 17 | 34 | 34 |
Expected return on plan assets | (22) | (21) | (44) | (42) |
Settlement | 0 | 0 | 2 | 0 |
Net amortization | 4 | 10 | 9 | 19 |
Net pension cost | 11 | 18 | 24 | 36 |
Postretirement | ||||
Components of net pension and postretirement benefits costs | ||||
Service cost of benefits earned | 0 | 0 | 1 | 1 |
Interest cost on projected benefit obligation | 2 | 2 | 3 | 3 |
Net amortization | (7) | (8) | (14) | (16) |
Net pension cost | $ (5) | $ (6) | $ (10) | $ (12) |
Employee Retirement Plans (De58
Employee Retirement Plans (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated total contributions in current year | $ 65 |
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 | $ 5 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 6 Months Ended | |
Jun. 30, 2016USD ($)$ / sharesshares | ||
MSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | shares | 800,834 | |
Weighted average fair value | $ / shares | $ 19.59 | |
Expected volatility | 34.02% | |
Risk-free rate | 0.86% | [1] |
Expected term (in years) | 2 years 11 months 13 days | [2] |
Expected dividends | $ | $ 0 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | shares | 213,626 | |
Weighted average fair value | $ / shares | $ 21.10 | |
Expected volatility | 34.02% | |
Risk-free rate | 0.86% | [1] |
Expected term (in years) | 2 years 11 months 13 days | [2] |
Expected dividends | $ | $ 0 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | shares | 46,000 | |
Weighted average fair value | $ / shares | $ 21.84 | |
[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 (Det60
Share-Based Compensation (Details Textual) | 6 Months Ended |
Jun. 30, 2016 | |
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 In61
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Finished goods | $ 228 | $ 210 |
Work in process | 36 | 36 |
Raw materials | 67 | 68 |
Total | $ 331 | $ 314 |
Supplemental Balance Sheet In62
Supplemental Balance Sheet Information (Details 1) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Liabilities settled on sale of surplus property | $ 2 | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning balance | 119 | $ 123 | |
Accretion expense | 4 | 4 | |
Changes in estimated cash flows | 0 | (1) | |
Liabilities settled | (2) | [1] | (1) |
Foreign currency translation | 1 | (2) | |
Ending balance | $ 122 | $ 123 | |
[1] | (a) Liabilities settled for the six months ended June 30, 2016 includes a $2 million liability that was relieved in conjunction with the sale of a surplus property. |
Supplemental Balance Sheet In63
Supplemental Balance Sheet Information (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Supplemental Balance Sheet Information [Abstract] | ||
Interest accrued on debt | $ 44 | $ 45 |
Pretax gain on surplus property | 11 | |
Net gain on surplus property | $ 7 |
Accumulated Other Comprehensi64
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ (314) | $ (338) | ||
Other comprehensive loss before reclassifications, net of tax | (22) | (42) | ||
Less: Amounts reclassified from AOCI, net of tax | (5) | (8) | ||
Other comprehensive income (loss), net of tax | $ (32) | $ (8) | (17) | (34) |
Ending balance | (331) | (372) | (331) | (372) |
Derivatives | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 20 | 16 | ||
Other comprehensive loss before reclassifications, net of tax | (4) | (1) | ||
Less: Amounts reclassified from AOCI, net of tax | (4) | (5) | ||
Other comprehensive income (loss), net of tax | 0 | 4 | ||
Ending balance | 20 | 20 | 20 | 20 |
Defined Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (221) | (302) | ||
Other comprehensive loss before reclassifications, net of tax | (6) | (2) | ||
Less: Amounts reclassified from AOCI, net of tax | (1) | (3) | ||
Other comprehensive income (loss), net of tax | (5) | 1 | ||
Ending balance | (226) | (301) | (226) | (301) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (113) | (52) | ||
Other comprehensive loss before reclassifications, net of tax | (12) | (39) | ||
Less: Amounts reclassified from AOCI, net of tax | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (12) | (39) | ||
Ending balance | $ (125) | $ (91) | $ (125) | $ (91) |
Accumulated Other Comprehensi65
Accumulated Other Comprehensive Income (Loss) (Details 1) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net reclassification from AOCI included in cost of products sold | $ 790 | $ 787 | $ 1,565 | $ 1,543 |
Net reclassification from AOCI included in selling and administrative expenses | 79 | 79 | 150 | 156 |
Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit | (38) | (1) | (68) | 1 |
Net amount reclassified from AOCI | 74 | 79 | 141 | 103 |
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 | (3) | (3) | (6) | (5) |
Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit | (1) | 0 | (2) | 0 |
Net amount reclassified from AOCI | (2) | (3) | (4) | (5) |
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 | (2) | (1) | (4) | (2) |
Net reclassification from AOCI included in selling and administrative expenses | 0 | (1) | 2 | (2) |
Less: Income tax benefit on reclassification from AOCI included in income tax (expense) benefit | (1) | 0 | (1) | (1) |
Net amount reclassified from AOCI | $ (1) | $ (2) | $ (1) | $ (3) |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income (Loss) (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Equity [Abstract] | |
Estimated after-tax loss on derivatives to be reclassified from AOCI to earnings within the next 12 months | $ (3) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense) benefit | $ (38,000,000) | $ (1,000,000) | $ (68,000,000) | $ 1,000,000 |
Effective tax rate | 33.90% | 32.50% | ||
Federal net operating loss carryforwards | $ 1,592,000,000 | $ 1,592,000,000 | ||
Federal alternative minimum tax credit carryforwards | 40,000,000 | 40,000,000 | ||
Minimum taxable income needed to fully realize the U.S. federal net deferred tax assets | 1,707,000,000 | 1,707,000,000 | ||
Deferred tax assets related to state net operating loss and tax credit carryforwards | 223,000,000 | 223,000,000 | ||
Gross deferred tax assets related to state net operating loss and tax credit carry forwards that will expire in current year | 26,000,000 | 26,000,000 | ||
Net operating loss and tax credit carryforwards in various foreign jurisdictions | 1,000,000 | 1,000,000 | ||
Increase (decrease) in valuation allowance against deferred tax asset | 0 | |||
Valuation allowance on deferred tax assets | 75,000,000 | $ 75,000,000 | ||
Percentage of change in ownership | 50.00% | |||
Period of change in ownership | 3 years | |||
Approximate annual NOL utilization had an ownership change occurred | $ 89,000,000 | $ 89,000,000 |
Litigation (Details Textual)
Litigation (Details Textual) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for probable and reasonably estimable liability for environmental cleanup | $ 16 | $ 16 |
Gypsum Transportation Limited (
Gypsum Transportation Limited (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Receivable per release and debt settlement agreement | $ 14 | ||||
Loss on trade receivable from release and debt settlement agreement | 9 | ||||
Recovered receivable per release and debt settlement agreement | $ 8 | $ 6 | |||
Recovery of receivable | 0 | $ 0 | $ (3) | $ 0 | |
Recovered receivable recorded in interest income | 1 | ||||
Recovered receivable recorded in other income | 4 | ||||
Operating profit | $ 133 | $ 105 | 260 | 181 | |
Gypsum Transportation Limited | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Operating profit | $ 3 | $ 1 |